Terms of Service
(Last Updated January 17, 2017)
IF YOU RESIDE IN THE UNITED STATES, PLEASE NOTE: SECTION 30 OF THESE TERMS OF SERVICE CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS HOW DISPUTES WITH HALFY HOURARE RESOLVED. BY ACCEPTING THESE TERMS OF SERVICE, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
Acceptance of Terms
Welcome to Halfy Hour, owned and operated by Halfy Hour LLC (“Halfy Hour”). Halfy Hour operates website(s) and application(s) which provide a platform, process and service that connects Members offering to sell food and other goods (each a “Seller”) with Members who wish to purchase those goods(each a “Buyer”)from the Seller according to the terms of the sale (collectively the“Services”). By using the Services, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service (“Terms”), whether or not you become a Seller or Buyer (Sellers and Buyers are collectively “Members”). These Terms govern your access to and use of the Services and constitute a binding legal agreement between you and Halfy Hour.
In these Terms, “you” and “your” refer to the individual that uses the Services. If you access the Services or accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity and, in such event, “you” and “your” will refer to that company or other legal entity. “We”, “us”, or “our” refer to Halfy Hour. In addition, in these Terms, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice-versa.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SERVICES OR BY POSTING ANY CONTENT FROM, ON OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU BECOME A MEMBER. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU SHOULD NOT REGISTER AS A MEMBER AND YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.
THE SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH MEMBERS MAY OFFER TO SELL OR PURCHASE GOODS DIRECTLY FROM OTHER MEMBERS. YOU UNDERSTAND AND AGREE THAT HALFY HOUR IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN MEMBERS. HALFY HOUR AND THE SERVICES ENABLE MEMBERS TO SHARE INFORMATION ABOUT AVAILABLE GOODS, COMMIT TO PURCHASE GOODS, COMMUNICATE DIRECTLY, AND PAY FOR GOODS PURCHASED. HALFY HOUR DOES NOT PROVIDE FOOD SERVICES OR FUNCTION AS A BUSINESS THAT SELLS ANY FOOD OR OTHER GOODS. HALFY HOUR HAS NO CONTROL OVER THE CONDUCT OF USERS OR MEMBERS OF THE SERVICES, OR ANY INFORMATION PROVIDED IN CONNECTION THERETO, AND DISCLAIMS ALL LIABILITY IN THIS REGARD. YOU ACKNOWLEDGE AND AGREE THAT SELLERS ARE NOT EMPLOYEES OR AGENTS OR REPRESENTATIVES OF HALFY HOUR.
HALFY HOUR DOES NOT REVIEW, ENDORSE, RECOMMEND, VERIFY OR EVALUATE, OR OTHERWISE PROVIDE ANY WARRANTY OR GUARANTEE WITH RESPECT TO, ANY SELLER USING THE SERVICES. SELLERS USING THE SERVICES AGREE TO KNOW AND FOLLOW APPLICABLE LAWS, RULES AND/OR REGULATIONS, IF ANY. SOME JURISDICTIONS HAVE LAWS, RULES AND/OR REGULATIONS THAT MAY LIMIT OR PROHIBIT A SELLER’S ABILITY TO SELL. IN SOME JURISDICTIONS, SELLERS MUST REGISTER, GET A PERMIT, AND/OR OBTAIN A LICENSE BEFORE SELLING GOODS THROUGH THE SERVICES.
“Halfy Hour Content” means all Content that Halfy Hour makes available through the Services, including any Content licensed from a third party, but excluding Member Content.
“Collective Content” means Member Content and Halfy Hour Content.
“Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
“Profile” means a summary of information or Content provided by a Member to other Members via the Services.
“Member” means a person who completes Halfy Hour’s account registration process as described under “Member Account Registration” below, and includes, without limitation, Sellers and Buyers.
“Member Content” means all Content that any Member posts, uploads, publishes, displays, submits or transmits through the Services.
Halfy Hour reserves the right, at its sole discretion, to modify or discontinue, temporarily or permanently, the Services or to modify these Terms, including any Service Fee (as defined below), at any time and without prior notice. If we modify these Terms, we will post the modification on our website or via our application. We will also update the “Last Updated Date” at the top of these Terms. Modifications to these Terms will automatically take effective upon posting; provided, however, that material changes to the Terms will be effective as to an existing Member thirty (30) days after posting. By continuing to access or use the Services after we have posted a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.
Eligibility; Digital Signature
The Services are intended solely for persons who are 18 or older and are legally able to enter into a contract. By accessing or using the Services you represent and warrant that you are not legally prohibited from receiving or using the Services under the laws of the country in which you access or use the Service.
By registering for a Member Account, or by clicking to accept these Terms, you are deemed to have executed these Terms electronically, effective on the date you register your Account, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your creating of a Member Account constitutes an acknowledgement that you are able to electronically receive, download, and print these Terms, and any amendments.
How the Services Work
The Services consist of technology and services available via a platform by which Members offering to sell goods can exchange information with other Members. You may be allowed to view Member profiles or other Content without registration; however, if you wish to become a Member and access the Services as a Seller or Buyer, you must first register to create a Member Account (as defined below).
Halfy Hour’s role is solely to facilitate the availability of the Services and to provide Members support related thereto, such as general support and payment processing(see www.halfyhourapp.com/faqs for more details). Halfy Hour does not provide and is not responsible for Member Content or any information exchanged between Members. Halfy Hour does not verify the credentials of Sellers. You understand and acknowledge that (i) Sellers are not employees or agents of Halfy Hour but are independent service providers using the Services to market their food and other goods for sale to other Members and the public; (ii) Halfy Hour will not be liable for any loss or damage caused by your reliance on information provided by Members or Member Content; and (iii) Buyers are exclusively responsible for confirming and accepting all terms and conditions (including times and locations of pickup) of any purchase, and that once submitted a purchase order is not refundable.
Member Account Registration; Profiles
Direct Registration: To access most features of the Services, you must register to create an account (“Member Account”) and become a Member. You may register directly via the Halfy Hour mobile application as described in this section.
Third Party Registration: You can also register to join by logging into your account with certain third party social networking sites (“SNS”) (including, but not limited to, Facebook); each such account, a “Third Party Account”, via our Services, as described below.
As part of the functionality of the Services, you may link your User Account with Third Party Accounts, by either: (i) providing your Third Party Account login information through the Services; or (ii) allowing us to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to us and/or grant Halfy Hour access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third party service providers.
By granting Halfy Hour access to any Third Party Accounts, you understand that Halfy Hour will access, make available and store (if applicable) any Content that you have provided to and stored in your Third Party Account (“SNS Content”) so that it is available on and through the Services via your User Account and User Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be User Content for all purposes of these Terms. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personal information that you post to your Third Party Accounts will be available on and through your User Account on the Services. Please note that if a Third Party Account or associated service becomes unavailable, or our access to such Third Party Account is terminated by the third party service provider, then SNS Content will no longer be available on and through the Services.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. We make no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and we are not responsible for any SNS Content.
General Account Terms: We will create your Member Account for your use of the Service based upon the personal, company or other legal entity information that you provide to us.
You may not have more than one (1) active Seller Account and (1) active Buyer Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Halfy Hour reserves the right to suspend or terminate your Member Account and your access to the Services if you create more than one (1) Seller Account and one (1) Buyer Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Member Account, whether or not you have authorized such activities or actions. You will immediately notify Halfy Hour of any unauthorized use of your Member Account.
All Members create a Profile at the time of registration. Sellers may create a detailed Profile to offer food, other goods, or their other services to other Members. Profiles will be made publicly available via the Services. Some portion of Members’ Profile information (such as restaurant name, address, phone number, and profile picture if a Seller, and first name, first initial of last name, profile picture, and phone number if a Buyer) will be publicly available on the Service; all of a Buyers’ profile information will be made available to any Seller from whom the Buyer agrees to make a purchase.
Whether you are User, or a Member (acting as a Seller or Buyer, or not), you acknowledge and agree that you are solely responsible for your Profile and/or Member Account information. Accordingly, you represent and warrant that any profile or Member Account information that you post, and any agreements you enter into with other Members (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) comply with all applicable laws, tax requirements, licenses, rules and regulations that may apply to you and (b) not conflict with the rights of third parties. Please note that Halfy Hour assumes no responsibility for Member Content, Member profiles, Member Account information, or for any Member’s compliance with any applicable laws, rules and regulations (including tax or food safety requirements).
You understand and agree that Halfy Hour is not involved in the interactions between Members and does not refer or endorse or recommend particular Sellers to Buyers. You also understand and acknowledge that Halfy Hour does not edit, modify, filter, screen, monitor, endorse or guarantee Member Content or the content of communications between Members.
Halfy Hour reserves the right, at any time and without prior notice, to remove or disable access to any Member Account for any reason, including Member profiles that Halfy Hour, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms, or otherwise harmful to the Services. You acknowledge and agree that you, if a Seller, are responsible for your own acts and omissions.
You are responsible for determining the identity and suitability of others who you contact via the Services. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Member(s) or other third party(ies) who caused you harm, and you agree not to attempt to impose liability on, or seek any legal remedy from,Halfy Hour with respect to such actions or omissions.
Services Process; Fees
When a Buyer elects to make a purchase from a Seller, we will share with the Member Account information of each with the other. When a purchase is confirmed, Halfy Hour will send you an email, text message, and/or message confirming such transaction, depending on the selections you make via the Services. If you have not enabled any of these notification options, your orders will be viewable in the “Orders” tab of the mobile app.
In consideration of the Services, Halfy Hour assesses the Seller a fee (the “Service Fee”). Unless Halfy Hour and Seller enter into an separate Service Fee Agreement specifying a different Service Fee, Seller will pay Halfy Hour a per transaction fee of 15% of the transaction payment made by Buyer (excluding Halfy Hour-issued discounts or coupons). Buyers will pay Halfy Hour a per transaction fee of $0.30. The Service Fees to a Seller are deducted from payments actually made by a Buyer (not including a Buyer’s Service Fee); after deducting the applicable Service Fee, Halfy Hour will remit the balance to the Seller via the payment method adopted by Halfy Hour, in U.S. dollars. The Service Fee to a Buyer will be assessed at check-out. Except as otherwise provided herein, Service Fees are non-refundable.
Financial Terms for Buyers
Members who elect to become Buyers agree to pay any Seller, through the Service, all amounts due in connection with any purchase. In order to initiate a purchase, you understand and agree that Halfy Hour may obtain a pre-authorization of your credit card, or charge your credit card a nominal amount (not to exceed one U.S. dollar ($1)) to verify your credit card, and that you irrevocably authorize Halfy Hour to charge your credit card. After being provided your purchase or failing to satisfy the terms of the purchase (including by failing to pick up your purchase at the time and location specified by a Seller and agreed to by you in making your purchase), Halfy Hour will process and collect the amounts payable in accordance with these Terms. Please note that Halfy Hour cannot control any fees that may be charged to a Member by his or her bank related to Halfy Hour’s collection of the amounts due, and Halfy Hour disclaims all liability in this regard.
In connection with your payment, you may be asked to provide customary billing information such as name, billing address and credit card information either to Halfy Hour or its third party payment processor. Currently, all credit card information is stored at Stripe.com using application level Advanced Encryption Standard (AES) 256-bit encryption (bank-grade security) over secure HTTPS connections. Halfy Hour’s internal servers are unable to view or obtain plain text card numbers.
If you have been improperly charged for apurchase (for example, because it was not available, or was not the item described ), and would like to request a refund from the Seller, please contact Halfy Hour within 24 hours at email@example.com for assistance.
When using the Services as a Seller, you understand and agree that you are solely responsible for determining, withholding, or remitting any Tax applicable to your use of the Services in consultation with your tax advisors. Halfy Hour cannot and does not offer Tax-related advice to any Member. Members are solely responsible for determining whether (a) you or we are required by applicable law to collect and/or remit to the appropriate authorities any Taxes and remitting any such amounts to the appropriate authorities on behalf of yourself and Halfy Hour; and (b) Halfy Hour is required by applicable law to withhold any amounts and for notifying us of any such requirement and indemnifying us for any requirement to pay any withholding amount to the appropriate authorities (such indemnification may, at our discretion, include reduction of other payments payable to you). In the event of an audit of Halfy Hour, Sellers agree to provide all of your Tax documents or other records as may be reasonably requested.
Halfy Hour does not deduct any amounts for withholding, unemployment, Social Security, or other Taxes for Members, who are each solely responsible for all Tax returns and payments required to be filed with or made to any local, municipal, provincial, state or federal tax authority in any nation with respect to any purchases. “Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), other local, municipal, provincial, state and federal taxes, charges or fees of any kind, and other withholding and personal or corporate income taxes.
Member Affirmations, Conduct and Use
By submitting the Member registration request, you represent, warrant and agree to the following:
You are solely and fully liable for all Content, conduct, postings and transmissions that are made under your Member name and password.
You either are the sole and exclusive owner of all Member Content that you make available through the Services or you have all rights, licenses, consents and releases that are necessary to grant to Halfy Hour the rights in such Member Content, as contemplated under these Terms
You are solely responsible for reviewing, evaluating, and electing to engage in a transaction with any other Member.
Halfy Houris not involved in any transactions between Members.
Halfy Hour is not responsible for verifying the identity, qualifications, credentials, biographic information, licensure, and/or any other information regarding any Member.
You are solely responsible for compliance with any and all laws, rules, regulations, tax obligations, and food service and safety regulations that may apply to your use of the Services and Content.
Neither your Member Content, nor your posting, uploading, publication, submission or transmittal of the Member Content or Halfy Hour’s use of the Member Content (or any portion thereof) on, through or by means of the Services, will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
By using the Services, you represent, warrant and agree that you will not:
violate any local, state, provincial, national, or other law or regulation, or any order of a court or other governmental entity, including, without limitation, health and tax regulations.
use manual or automated software, devices, scripts, robots, other means or processes to access, “scrape”, “crawl” or “spider” any web pages or other services contained in the Services or Content.
use the Services for any commercial or other purposes that are not expressly permitted by these Terms.
copy, store or otherwise access any information contained on the Services or Content for purposes not expressly permitted by these Terms.
infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights.
interfere with or damage the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology.
use the Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers.
use the Services in connection with the distribution of unsolicited commercial email (“spam”) or advertisements.
“stalk” or harass any other Memberor collect or store any personally identifiable information about any other Member other than for purposes of using the Services as intended.
register for more than one (1) Seller Account and one (1) Buyer Account, or register for anMember Account on behalf of an individual, company, or other legal entity without their express permission.
impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity.
use automated scripts to collect information or otherwise interact with the Services.
use the Services to find a Member and then complete a transaction independent of the Services in order to circumvent the obligation to pay anyService Fee.
submit any profileor Member Account information which is false or misleading.
post, upload, publish, submit or transmit any Content that: (i)infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v)promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.
systematically retrieve data or other content from our Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise.
use, display, mirror or frame the Services, Halfy Hour’s name, any Halfy Hour trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Halfy Hour’s express written consent.
access, tamper with, or use non-public areas of any website or application, Halfy Hour’s computer systems, or the technical delivery systems of the Services or any third-party provider system.
attempt to probe, scan, or test the vulnerability of any Halfy Hour system or network or breach any security or authentication measures.
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Halfy Hour or any of Halfy Hour’s providers or any other third party (including another Member) to protect the Services or Collective Content.
forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Servicesor Collective Content to send altered, deceptive or false source-identifying information.
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Collective Content.
advocate, encourage, or assist any third party in doing any of the foregoing.
Halfy Hour will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Halfy Hour may involve and cooperate with law enforcement authorities in prosecuting Members who violate these Terms.
You acknowledge that Halfy Hour has no obligation to monitor your access to or use of the Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Halfy Hour reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Halfy Hour, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Services.
The Services and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Halfy Hour and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Collective Content.
License to Halfy Hour Services, Content, and Member Content
Subject to your compliance with these Terms, Halfy Hour grants you a limited, non-exclusive, revocable, non-transferable license, to access and view any Content or Member Content solely for your personal use or commercial use as expressly provided in these Terms. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Services or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Halfy Hour or its licensors, except for the licenses and rights expressly granted in these Terms.
Member Content; License Grant to Halfy Hour
We may, in our sole discretion, permit Members to post, upload, publish, display, submit or transmit Member Content. By making available any Member Content on or through the Services, you hereby grant to Halfy Hour a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to create derivative works, sublicense, use, edit, view, copy, adapt, modify, distribute, license, sell, host, market, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, and otherwise fully exploit such Member Content on, through, or by means of the Services as currently exist or may be developed in the future. Halfy Hour does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
Member Name and Password
When you create and open a Member Account with Halfy Hour, you will be asked to provide various information, including a Member name and password. You are entirely responsible for maintaining the confidentiality of your password and Member name and any other security information related to yourMember Account. You will be fully responsible for all activities that occur under yourMember Account, Member name or password. You may not use the account, Membername or password of someone else at any time. You will immediately notify Halfy Hour of any unauthorized use of your password, Membername, e-mail or any other breach of security. Halfy Hourencourages Members to change their password at least once a month.
Halfy Houris notliable for any loss that you incur as a result of someone else using your account or your password, either with or without your knowledge. You may be held liable for any losses incurred by Halfy Hour due to someone else’s use of your account or password.
The Services may contain links to third-party websites or resources. You acknowledge and agree that Halfy Hour is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the Content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Halfy Hour. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
Halfy Hour may includeadvertisements on its own behalf or paid advertisements on behalf of interested companies and/or individuals on the Services. By clicking on the advertisements, the Membermay be shifted to a Web site of the advertiser or receive other messages, information, or offers from the advertiser. Members acknowledge and agree that Halfy Hour is not liable for the privacy practices of advertisers or the content of their Web sites, information, messages or offers. Members are wholly liable for all communications with advertisers and for all transactions subsequently executed.
Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of Halfy Hour used herein are trademarks or registered trademarks of Halfy Hour. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
Digital Millennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single website location are covered by a single notification, a representative list of such works at that website;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Halfy Hour’s designated Copyright Agent to receive notifications of claimed infringement is Viktor Sinzig, CEO, Halfy Hour LLC, email: firstname.lastname@example.org, address: 311 Oak Street, #522, Oakland, CA 94607. You acknowledge that if you fail to comply with all of these requirements, your DMCA notice may not be valid.
Counter-Notice. If you believe that your Member Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Member Submission, you may send a counter-notice containing the following information to the Copyright Agent:
Your physical or electronic signature;
Identification of the Member Submission that has been removed or to which access has been disabled and the location at which the Member Submission appeared before it was removed or disabled;
A statement that you have a good faith belief that the Member Submission was removed or disabled as a result of mistake or a misidentification of the Member Submission; and
Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Halfy Hour may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Halfy Hour’s sole discretion.
Termination and Member Account Deactivation
We may, in our discretion and without liability to you, with or without cause, with or without prior notice, and at any time: (a) terminate these Terms or your access to our Services, and (b) deactivate or cancel your Member Account. Upon termination we will promptly pay you any amounts we reasonably determine we owe you in our discretion, which we are legally obligated to pay you. In the event Halfy Hour terminates these Terms, or your access to our Services or deactivates or cancels your Member Account you will remain liable for all amounts due hereunder. You may cancel your Member Account at any time by contacting Halfy Hour. Please note that if your Member Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Services, including, but not limited to, any reviews or feedback.
IF YOU CHOOSE TO USE THE SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT HALFY HOUR (A) DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, SELLERS; (B) DOES NOT HAVE ANY LIABILITY WITH RESPECT TO ANY PURCHASES YOU MAY MAKE THROUGH THE SERVICE; (C) DOES NOT REVIEW, ENDORSE, RECOMMEND, VERIFY, EVALUATE, WARRANT OR GUARANTEE THE QUALIFICATIONS, EXPERTISE, CLAIMS OR BACKGROUND OF ANY MEMBER OR ANY STATEMENT, OPINION, RESPONSE, INFORMATION OR CONTENT PROVIDED BY ANY MEMBER; AND (D) DOES NOT ENSURE THE VALIDITY, ACCURACY, AVAILABILITY, COMPLETENESS, SAFETY, LEGALITY, QUALITY OR APPLICABILITY OF ANY CONTENT OR ANYTHING OTHERWISE SAID OR WRITTEN BY ANY MEMBER, INCLUDING ANY BIOGRAPHICAL INFORMATION, FOOD OR OTHER GOODS DESCRIPTIONS OR ASSURANCES, OR OTHER INFORMATION CONTAINED IN OR MADE AVAILABLE ON THE SERVICES OR ANY OTHER FORUM.
YOU ARE SOLELY RESPONSIBLE FOR VERIFYING PURCHASES, INCLUDING THEIR CONTENTS AND/OR INGREDIENTS, AND THE WAY IN WHICH THEY ARE PREPARED, AND YOU ARE SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE BEFORE HANDLING, USING OR CONSUMING A FOOD ITEM. HALFY HOUR IS NOT RESPONSIBLE OR LIABLE FOR ANY ILLNESS OR OTHER RESULTS OR DAMAGES CAUSED BY THE CONSUMPTION OF ANY PURCHASE, INCLUDING WITHOUT LIMITATION, ANY DEATH, BODILY INJURY OR HEALTH PROBLEMS, OR ANY OTHER NEGATIVE EXPERIENCE WITH ANY FOOD ITEM ORDERED THROUGH THE SERVICE. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING.
WE REQUIRE SELLERS TO DISPLAY THE GOODS, INCLUDING INGREDIENTS, AS ACCURATELY AS POSSIBLE. HOWEVER, WE DO NOT GUARANTEE THE ACCURACY OF SUCH MATERIALS, INGREDIENTS OR OTHER INFORMATION AND ARE NOT RESPONSIBLE FOR ANY CLAIMS ARISING OR RESULTING FROM YOUR RELIANCE THEREON.
THE SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, HALFY HOUR EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. HALFY HOUR MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, OR PROFILES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. HALFY HOUR MAKES NO WARRANTY REGARDING THE QUALITY OF ANY MEMBER PROFILES, THE SERVICES OR COLLECTIVE CONTENT, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY MEMBER PROFILE OR COLLECTIVE CONTENT OBTAINED THROUGH THE SERVICES.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OF THE SERVICES. HALFY HOUR MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OF THE WEBSITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS.
YOU ACKNOWLEDGE AND AGREE TO INDEMNIFY AND HOLD HALFY HOUR HARMLESS IN CONNECTION WITH ANY CLAIM AND ANY DAMAGES OR EXPENSES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES.
HALFY HOUR WILL NOT BE LIABLE FOR ENFORCING ANY AGREEMENT THAT WAS MADE BETWEEN MEMBERS. SELLERS ARE SOLELY RESPONSIBLE FOR ANY AGREEMENT MADE WITH A BUYER, AND ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY DAMAGES TO ANY BUYER.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND COLLECTIVE CONTENT, OR PROFILES VIA THE SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER MEMBERS WHETHER IN PERSON, BY PHONE, ONLINE OR OTHER MEANS, REMAINS WITH YOU. NEITHER HALFY HOUR NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUR OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER MEMBERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HALFY HOUR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL HALFY HOUR’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, FROM A PROFILE, A GOOD OFFERED FOR SALE, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE SERVICE FEES RELATED TO YOUR PURCHASES IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100) IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HALFY HOUR AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold Halfy Hour and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with (a) your access to or use of the Services or Collective Content, or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) reliance on any information exchanged via the Services, or (iii) creation of a Profile; (d) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (e) any claim that you or your Content caused damage to a third party. Halfy Hour shall have the right to control all defense and settlement activities.
You may not assign or transfer these Terms, by operation of law or otherwise, without Halfy Hour’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Halfy Hour may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Unless otherwise specified herein, any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Halfy Hour by posting to the website or via the application. For notices or communications by Halfy Hour made by e-mail, if any, the date of receipt will be deemed the date on which such notice is transmitted.
Controlling Law and Jurisdiction
You agree that (i) the Services shall be deemed solely based in California, and (ii) the Services shall be deemed a passive website that does not give rise to personal jurisdiction over Halfy Hour, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. You and we agree to submit to the personal jurisdiction of a state court located in San Francisco, California for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution Provision below.
YOU AND HALFY HOUR AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR COLLECTIVE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND WAIVED.
These Terms are intended to govern the agreement between Halfy Hour and you to the extent permitted by all applicable laws, ordinances, rules, and regulations. If any provision of these Terms or the application thereof to any person or circumstances shall, for any reason or to any extent, be invalid or unenforceable, the remainder of these Terms and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.
Dispute Resolution Provision
You and Halfy Hour agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services (collectively, “Disputes”) will be settled by binding arbitration; except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
You acknowledge and agree that you and Halfy Hour are each waiving the right to a trial by jury or to participate as a plaintiff or class Member in any purported class action or representative proceeding. Further, unless both you and Halfy Hour otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/si.asp?id=3477 and a separate form for California residents at www.adr.org/si.asp?id=3485.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure. Unless you and Halfy Hour otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Halfy Hour submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $20,000, Halfy Hour will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
No Class Action. YOU AND HALFY HOUR AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Changes. Notwithstanding the provisions of the “Modification” section above, if Halfy Hour amends this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms) you will be notified in accordance with these Terms. You may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Halfy Hour’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Halfy Hour in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Enforceability. If the “No Class Action” section of this Dispute Resolution Provision is found to be unenforceable, or if the entire Dispute Resolution Provision is found to be unenforceable, then the entirety of the entirety of the Dispute Resolution Provision will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described above will govern any action arising out of or related to these Terms.
Halfy Hour makes no claim that the Services or Collective Content are appropriate or may be downloaded outside the United States. If you access the Services from a location outside the United States, you do so at your own risk and are responsible for compliance with all applicable laws, rules, regulations or decrees of your jurisdiction.
Export Control and Restricted Countries
You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Halfy Hour does not permit Profiles associated with certain countries due to U.S. embargo restrictions.
Feedback and Reporting Misconduct
We welcome and encourage you to provide feedback, comments and suggestions (collectively “Feedback”) for improvements to the Services. You may submit feedback by emailing us at firstname.lastname@example.org. You acknowledge and agree that all Feedback will be the sole and exclusive property of Halfy Hour and you hereby irrevocably assign to Halfy Hour and agree to irrevocably assign to Halfy Hour all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Halfy Hour’s request and expense, you will execute documents and take such further acts as Halfy Hour may reasonably request to assist Halfy Hour to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
If you feel any Member is acting or has acted inappropriately, including but not limited to, anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of fraud, or (iii) engages in any other disturbing conduct, you agree to immediately report such person to the appropriate authorities and to Halfy Hour.
Halfy Hour may change ratings policy at any time and without warning. Halfy Hour reserves the right to exclude, without explanation, any rating that we think may compromise the integrity of the Member feedback system or the Service.
The failure of Halfy Hour to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Halfy Hour. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Certain areas of a website and/or application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the website, application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the website, application, Services, or Collective Content.
Notice to California Residents.
If you are a California resident, under California Civil Code § 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
Pursuant to 18 U.S.C. § 2257, Halfy Hour provides notice that all photos, images, graphics, videos, and other visual media displayed in or on the Services are exempt from 18 U.S.C. § 2257 and 28 C.F.R. 75 because they do not consist of depictions of conduct as specifically listed in 18 U.S.C. § 2256(2)(A)-(E), but are only, at most, depictions of non-sexually explicit nudity or simulated sexual conduct, or are otherwise exempt because they were created prior to July 3, 1995. Halfy Hour is not the primary producer of the visual content of the Services.
These Terms constitute the entire and exclusive understanding and agreement between Halfy Hour and you regarding the Services, Collective Content and any Profiles made via the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Halfy Hour and you regarding the same.
Disclaimer: The original, legally binding version of this document is written in English. If it is translated into other languages by non-native English-speakers or by software, there may be discrepancies between the English version and the translated version. If so, the English version supersedes the translated version.
© 2016 Halfy Hour, LLC. All rights reserved.