Last Modified on April 14, 2018
PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.
In this ToU, “Starship” means either Starship Technologies, Inc., a Delaware corporation, with its principal business address at 15260 Ventura Blvd., 20th Floor, Sherman Oaks, CA 91403, United States (if you are using the Service in the United States) or Starship Technologies LTD, a private company incorporated and registered in England and Wales with its registered office at 201 Burough High Street, London SE1 1JA, United Kingdom (if you are using the Service in the United Kingdom or any other country in Europe).
Starship provides a mobile application and web-based platform that connects consumers to retail stores and restaurants via Starship’s automated delivery vehicles (the “Delivery Robots”) in order to facilitate on-demand delivery services (the “Platform”). Through the Platform, consumers may request that goods or food products be delivered to them by Delivery Robots from particular retail locations or restaurants. Starship is not a retail store, restaurant or food preparation entity.
You must agree to this ToU in order to use the App and/or the Service, even if you are an employee or contractor of a company that has licensed the use of the App and/or the Service. BY AGREEING TO THESE TERMS (INCLUDING BY A CLICK-THROUGH OR OTHER AGREEMENT), YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS TOU AND AGREE TO ALL OF ITS RESPECTIVE TERMS AND CONDITIONS. Also, by agreeing to this ToU (including by a click-through or other agreement), you are waiving, to the extent permitted under applicable law, any rights or legal requirements that require an original (non-electronic) signature or the delivery or retention of non-electronic records in order for a contract to be legally binding. If you use the App and/or the Service, or click to accept or agree to this ToU if presented to you in a user interface for the App and/or the Service, we will understand this as your acceptance of this ToU and your agreement to all of its terms and conditions. By accepting this ToU or using any aspect of the App and/or the Service, you represent and warrant that you have the legal capacity to enter a contract in the jurisdiction where you reside. If you do not accept this ToU, then you may not use any aspect of the App or the Service.
BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. With limited exceptions, YOU AGREE TO WAIVE YOUR RIGHT TO GO TO COURT and that all disputes between you and Starship arising out of or relating to this TOU, the App or the Service will be resolved by BINDING ARBITRATION. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review the Binding Arbitration section below for the details regarding your obligation to resolve any disputes in arbitration.
- ToU Updates.
Starship may update this ToU at any time, and Starship will post the updated version of this ToU on the App or the Service. You understand and agree that you will be deemed to have accepted the updated ToU if you use any aspect of the App or the Service after the updated ToU is posted. If at any point you do not agree to any portion of this ToU then in effect, you must immediately stop using the App and the Service. If Starship makes any material change to this ToU, we will make reasonable efforts to notify you of the change, such as through sending an email to any address you may have used to register for an account, through a pop-up window on the App, or other similar mechanism. Disputes arising under this ToU will be resolved in accordance with the version of the ToU in place at the time the dispute arose. We encourage you to review this ToU frequently to stay informed of the latest modifications.
- Provision of the App/Service.
You are responsible for any Internet connection and telecommunications fees and charges that you incur when accessing the App and/or the Service. You acknowledge and agree that Starship may make changes to any aspect of the App and/or the Service at any time without notifying you in advance.
- Termination of Service.
Starship reserves the right to deny service to any person or entity at Starship’s sole and absolute discretion. You acknowledge and agree that Starship may stop providing the App and/or the Service or restrict your use of the App and/or Service at any time, without notifying you in advance, for any reason or no reason, including, without limitation, for any violation of this ToU or if Starship suspects that you have used any aspect of the App and/or the Service to conduct any fraudulent or illegal activity. If Starship disables your access to your account, you may be prevented from accessing the App and/or the Service, your account details and/or any materials contained in your account.
- Accounts and Security.
You must be at least eighteen (18) years old to use the App and the Service. By agreeing to this TOU, you represent and warrant that you are at least eighteen (18) years old and have not previously been suspended from using the App or Service. To access certain aspects of the App and/or the Service, you must have an account. You can create an account by completing the registration process. You may be required to provide payment information or information about yourself as part of the registration process or your continued use of the App and/or the Service. You agree that any registration information that you submit to Starship will be correct, accurate and up to date.
- Account Security.
Maintaining account security is very important. You are solely responsible for maintaining the confidentiality of your account password and for all activities that are conducted via your account. You agree to notify Starship immediately if you become aware of any unauthorized use of your password or of your account.
- Account Sharing or Transfers.
Accounts are registered to you personally, either directly or through your employer or other third party, and may not be sold, traded, gifted or otherwise transferred at any time under any circumstances. You may not share your account. You may not disclose your password to anyone else.
- Cancellation by You.
You have the right to cancel your account at any time. You may cancel your account by sending an email to firstname.lastname@example.org.
- Termination by Starship.
Starship may at any time terminate your account if:
- Starship determines that you are (i) in breach of or otherwise acting inconsistently with this ToU or (ii) engaging in fraudulent or illegal activities or other conduct that may result in liability to Starship;
- Starship determines it is required by law to terminate your account; or
- Starship decides to stop providing the App and/or the Service.
- Payment Terms.
- General Payment Terms.
Certain features of the App and/or the Service, including submitting orders for delivery, may require you to pay fees in addition to the price of the products that you are purchasing. Starship may change the delivery fee, service fee or any other fees for any component of the App and/or the Service, including by charging additional fees, on a going forward basis at any time as we deem necessary. Before paying any fees or the purchase price for products, you will be given the opportunity to evaluate and accept an estimate of the amounts to be charged. The final amounts may differ from the estimate, which may be the result of any requested substitutions or the ultimate prevailing price of the items (discussed further below). You acknowledge and accept that a fee will be charged and you agree to pay such fee. All fees are non-refundable, and will be listed in the App in the local currency of the delivery and order location. This no refund policy applies at all times regardless of your decision to stop using the App and the Service, our decision to stop providing the App and/or the Service to you, and/or any disruption caused to our Service for any reason whatsoever.
Starship, at its sole discretion, may offer credits or refunds on a case-by-case basis; all credit and/or refund requests must be made within forty-eight (48) hours after the completion of the delivery for which the credit and/or refund request was made.
Starship will charge the payment method you specify at the time of purchase or as otherwise specified by you in your account information. Please note the pricing information published in the App may not reflect the prevailing pricing and Starship reserves the right to determine final prevailing pricing of all items ordered through the App and/or the Service. In some cases, the estimated pricing at time of checkout may differ from prevailing pricing; for instance, a merchant may charge more for some items than is estimated within the App. In cases in which prevailing pricing is different than the estimated pricing, the fees you are ultimately charged may be different than what was estimated. You acknowledge and agree to pay the prevailing pricing and fees.
Starship, at its sole discretion, may make promotional offers with different mechanisms and different prices to any of our customers. Unless made specifically to you, such offers shall have no bearing whatsoever on your use of the App and/or the Service or fees charged to you. Starship reserves its right to expire or modify any promotion at any time.
- Payment Authorization.
You authorize Starship to charge all sums for orders that you make to the payment method designated in your account. When you order through the App, a temporary pre-authorization hold may be placed on your designated payment method to verify that the card is valid and has funds available for your intended purchase. The amount of this pre-authorization hold may be greater or less than the order total quoted at checkout. However, you will only be charged the final order total once your order is registered as complete within the Starship system, which generally occurs between 24-48 business hours after you receive your order. In the event that the pre-authorization is greater than the final amount, the difference will be returned to you after your order is completed or cancelled, which may take up to 5 business days depending on your bank.
Starship reserves the right to request additional information from you if we have reason to believe, in our sole discretion, that a payment method may be fraudulent.
- Customer Not Available.
If you are not at the designated delivery location when the Delivery Robot arrives to complete the delivery, Starship reserves the right to (i) charge you the full order amount, and/or (ii) leave the ordered items at the designated delivery location.
- Cancelled Orders.
If you cancel your Starship order you may be charged depending on what stage the order was in when you cancelled. If you cancel a delivery after it has been accepted but is not yet being prepared by the merchant, you will not be charged a cancellation fee. If you cancel a delivery after a merchant has started preparing your order, or after the order is out for delivery, you will be charged the full price of the order (including all applicable taxes and fees).
- Returned Items.
If an item has to be returned for any reason, you may be subject to a non-refundable return/restocking fee depending on the merchant, which amount will be disclosed to you within the App.
- General Payment Terms.
- Third-Party Providers.
Your use of the App and the Service will allow you to purchase goods and services from third-party merchants. Any such activity, and any disputes, terms, conditions, warranties or representations associated with that activity, is solely between you and the applicable third party. Starship and its licensors shall have no liability, obligation or responsibility for any purchase or transaction between you and any third-party provider. In no event shall Starship or its licensors be responsible for any content, products, services or other materials on or available from third-party sites or third-party providers, including without limitation, any personal harm, medical condition or property damage caused by any such items or materials. Certain third-party providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and Starship disclaims any and all responsibility or liability arising from such agreements between you and a third party.
- Use Requirements.
- License Grant.
Subject to the terms and conditions of this ToU, Starship hereby grants you a limited, non-exclusive, personal, non-sublicensable, non-assignable license to (i) download, install and use the App in connection with your use of the Service on compatible devices that you own or control, solely for your non-commercial use, and (ii) use the Service in accordance with this ToU and any rules, restrictions or documentation set forth by Starship from time to time. Starship reserves all rights not expressly granted to you.
In connection with the Service, you may install the App on one or more mobile devices that you own or control and that meet the minimum specifications provided by Starship.
Starship may require that you download and install updates to the App from time to time. You acknowledge and agree that Starship may update the App and/or the Service from time to time with or without notifying you, and may add or remove features or functions to the App and/or the Service at any time in its sole discretion. You acknowledge and agree that Starship has no obligation to make the App or Service available to you, make any subsequent versions of the App or Service available to you or to continue to support the App or Service in any way. You acknowledge that your access to the App and/or the Service may not be continuous, features may change during your use of the App and/or the Service, and Starship may terminate your access to the App and/or the Service or stop offering the App and/or the Service at any time.
- License Grant.
- Restrictions and Conditions of Use.
- Use of the App and the Service.
Starship permits you to view and use the App and the Service solely for your own personal use. You agree not to license, create derivative works from, transfer, sell or re-sell any information, content, materials, data or services obtained from the App and/or the Service. Starship reserves the right to add or remove information, content or services from the App and/or the Service at any time at its sole discretion.
- Accessing the Service.
You agree not to access, or attempt to access, the Service by any means other than through the user interface provided through the App. You specifically agree not to access, or attempt to access, the Service through any automated means (including, without limitation, through the use of scripts, bots, spiders or web crawlers).
- No Violation of Laws.
You agree that you will not, in connection with your use of the App or the Service, violate any applicable law, ordinance, rule, regulation or treaty. Without limiting the foregoing, you agree that you will not make available through the App or the Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).
- Use Restrictions.
You may not connect to or use the App or the Service in any way that is not expressly permitted by this ToU.
- You may not: (i) remove any proprietary notices from the App or the Service; (ii) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the App or the Service; (iii) sell, assign, rent, lease, act as a service bureau, or grant rights in the App or the Service, including, without limitation, through sublicense, to any other person or entity without the prior written consent of Starship; or (iv) make any false, misleading or deceptive statement or representation regarding Starship or the App or the Service.
- Without limiting the foregoing, you agree that you will not: (i) institute, assist, or become involved in any type of attack including, without limitation, denial of service attacks, upon the App or the Service (or any servers, systems or networks connected to the App or the Service) or otherwise attempt to obstruct, disrupt or interfere with the operation of the App or the Service or any other person’s or entity’s use of the App or the Service (or any servers, systems or networks connected to the App or the Service); (ii) attempt to gain unauthorized access to the App or the Service, user information, or any servers, systems or networks connected to the App or the Service; (iii) use the App or the Service for any commercial purpose unless consistent with this ToU and the intended use of the same, or for the benefit of any third party, or charge any person or entity, or receive any compensation for, the use of the App or the Service, unless you are specifically authorized to do so in a separate written agreement with Starship; (iv) use the App or the Service to develop, generate, transmit or store information that is defamatory, harmful, abusive, obscene or hateful; (iv) use the App or the Service to perform any unsolicited commercial communication not permitted by applicable law; or (v) use the App or the Service to engage in any activity that (A) constitutes harassment or a violation of privacy or threatens other people or groups of people; (B) is harmful to children in any manner; (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias); or (D) violates any applicable law, ordinance, rule, regulation or treaty.
- Without limiting the foregoing, you agree that you will not use the App or the Service for any other unlawful, prohibited, abnormal or unusual activity as determined by Starship in its sole discretion.
- No Data Mining or Harmful Code.
You agree that you will not (a) obtain or attempt to obtain any information from the App or the Service including, without limitation, email addresses or mobile phone numbers of users or other data; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the App or the Service, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse, trap door, time bomb or any other codes, instructions or third party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, any aspect of the App or the Service.
- Violation of this ToU.
You acknowledge and agree that you are solely responsible, and Starship has no responsibility or liability to you or any other person or entity, for any breach by you of this ToU or for the consequences of any such breach. Starship may immediately terminate its relationship with you if it determines you are using the App and/or the Service contrary to the restrictions found in this Section 8 or any other terms of this ToU.
- Use of the App and the Service.
- Links from the Service.
The App and the Service may contain links to websites or services operated by other parties. Starship provides these links to other websites and services as a convenience and use of these websites is at your own risk. The linked websites and services are not under the control of Starship and Starship is not responsible for the content available on the other websites or services. Such links do not imply Starship’s endorsement of information or material on any other website or service and Starship disclaims all liability with regard to your access to and use of such linked websites and services.
- Links to the Service.
Unless otherwise set forth in a written agreement between you and Starship, you must adhere to Starship’s linking policy as follows: (a) the appearance, position and other aspects of any link to the App or the Service may not be such as to damage or dilute the goodwill associated with Starship’s or its licensors’ names and trademarks; (b) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Starship; and (c) when selected by a User, the link to the App or the Service must display the App or the Service on full-screen and not within a “frame” on the linking website. Starship reserves the right to revoke its consent to the link at any time and in its sole discretion.
- Links from the Service.
- Intellectual Property.
The Starship name and logo are trademarks and service marks of Starship. Unless permitted in a separate written agreement with Starship, you do not have the right to use any of Starship’s trademarks, service marks or logos and your unauthorized use of any of these may be a violation of federal and state trademark laws.
You acknowledge and agree that Starship, or its licensors, owns all right, title and interest in and to the App and the Service, including all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time and that the App and the Service is protected by U.S. and international copyright laws. Further, you acknowledge that the App and the Service may contain information that Starship has designated as confidential and you agree not to disclose such information without Starship’s prior written consent.
You may choose to, or Starship may invite you to, submit comments, bug reports, ideas or other feedback about the App and/or the Service and the Delivery Robots (“Feedback”). By submitting Feedback, you agree that Starship is free to use such Feedback at its discretion without any obligation to you. Starship may also choose to disclose Feedback to third parties. You hereby grant Starship a royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose.
- Submitted Content.
Starship is not the source of, does not verify or endorse and takes no responsibility for the content submitted using the App and/or the Service. The content is entirely the responsibility of the person from whom such content originated. You are responsible for the content you choose to communicate and access using the App and/or the Service. Starship may in its sole discretion block, prevent delivery of or otherwise remove content as part of its effort to protect the App, the Service or its customers, or otherwise enforce the terms of this ToU. Further, Starship may in its sole discretion remove such content and/or terminate this ToU and your account if you use any content that is in breach of this ToU.
- “Submitted Content” consists of information or materials you submit or make available through the App and/or the Service, including, but not limited to, reviews that you post regarding the Service and/or any merchants that work with the Service. You hereby grant to Starship a royalty-free, worldwide, perpetual, irrevocable and fully transferable right and license to use, copy and store the Submitted Content for the purpose of making available, enhancing, operating, developing and otherwise exploiting Starship’s products and services, including the App and/or the Service or any other websites and mobile applications. You hereby represent, warrant and covenant that any Submitted Content you provide does not include anything to which you do not have the full right to submit under this Section 11.
- You acknowledge that the Submitted Content is your sole responsibility. You are entirely responsible for the Submitted Content and agree, under no circumstances, will Starship be liable in any way for Submitted Content, including, but not limited to, for any errors or omissions in any Submitted Content, or any loss or damage of any kind incurred as a result of the use or distribution of any Submitted Content transmitted or otherwise made available via the Service.
- Text Messaging.
By using the Service or the App, you agree that Starship and those acting on its behalf may send you text (SMS) messages at the phone number provided to us by you. You agree that standard mobile carrier fees may apply for such text messages and acknowledge that all such fees are your sole responsibility. These messages may include operational messages about your use of the App and/or the Service including status of delivery or Delivery Robot interaction information, as well as marketing or other promotional messages. You will not be able to use the Service or the App without agreeing to receive operational text messages. You may opt-out of receiving promotional text messages at any time by sending an email to email@example.com indicating that you no longer wish to receive promotional messages along with the phone number of the device receiving the messages. You may opt-out of receiving all text messages from Starship at any time by cancelling your account or sending an email to firstname.lastname@example.org indicating that you no longer wish to receive any text messages, along with the phone number of the device receiving the messages. You may continue to receive text messages for a short period while Starship processes your request, and you may also receive text messages confirming the receipt of your opt-out request. Text messages may be sent using an automatic telephone dialing system. Your agreement to receive promotional messages is not a condition of any purchase or service offered by Starship. If you change or deactivate the phone number you provided to Starship, it is your sole responsibility to update your account information so that Starship does not inadvertently communicate with anyone who acquires your old number.
- Push Notifications.
When you install the App on your mobile device you agree to receive push notifications, which are messages an app sends you on your mobile device even when the app is not on. You can turn off notifications by visiting your mobile device’s “settings” page.
You agree that we may send you emails concerning our products and services, as well as those of third parties. You may opt-out of promotional emails by following the unsubscribe instructions in a promotional email.
- Text Messaging.
The App and the Service are not directed toward children under 13 years of age, and Starship does not knowingly collect information from children under 13 or allow them to access the Service. If you are under 13, please do not submit any personal information about yourself to Starship.
- DISCLAIMER OF WARRANTIES.
- YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE APP AND THE SERVICE IS AT YOUR SOLE RISK AND THAT THE APP AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STARSHIP EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
- STARSHIP MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE APP OR THE SERVICE.
- STARSHIP DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE APP AND THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE APP AND THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE APP AND THE SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE APP AND THE SERVICE WILL BE CORRECTED; OR (e) THE APP AND THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE APP AND THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. STARSHIP IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
- YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APP AND THE SERVICE IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEVICE OR ANY LOSS OF DATA RESULTING FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.
- STARSHIP RELIES UPON THIRD-PARTY FOOD AND BEVERAGE PROVIDERS AND VENDORS TO PROVIDE ACCURATE ALLERGEN AND DIETARY INFORMATION AND GENERAL PRODUCT SAFETY. STARSHIP DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE THROUGH THE APP AND THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, INCLUDING WITHOUT LIMITATION MENUS, NUTRITIONAL AND ALLERGEN INFORMATION, PHOTOS, FOOD QUALITY OR DESCRIPTIONS, PRICING, HOURS OF OPERATION, OR REVIEWS. ALL CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE APP AND THE SERVICE IS SOLELY AT YOUR OWN RISK, INCLUDING WITHOUT LIMITATION NUTRITIONAL AND ALLERGEN INFORMATION. STARSHIP DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A FOOD AND BEVERAGE PROVIDER OR OTHER THIRD PARTY THROUGH THE APP AND THE SERVICE OR ANY HYPERLINKED WEBSITE OR THIRD-PARTY SERVICE, AND STARSHIP WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY VENDORS.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.
- Limitation of Liability; SOLE AND EXCLUSIVE REMEDY.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STARSHIP AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) SHALL NOT BE LIABLE TO YOU UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR:
- ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE APP AND THE SERVICE, EVEN IF STARSHIP OR THE RELATED PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES;
- THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR
- THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY MATERIALS, INFORMATION OR DATA MAINTAINED BY OR THROUGH YOUR USE OF THE APP AND THE SERVICE.
- WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF STARSHIP OR ANY OF THE RELATED PARTIES EXCEED ONE HUNDRED DOLLARS ($100).
- STARSHIP WILL NOT ASSESS THE QUALITY, SAFETY, OR LEGALITY OF THE ITEMS PROVIDED BY THIRD PARTY FOOD AND BEVERAGE PROVIDERS OR OTHER VENDORS ON THE PLATFORM, AND YOU EXPRESSLY WAIVE AND RELEASE STARSHIP FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THIRD PARTY FOOD AND BEVERAGE PROVIDERS AND VENDROS, AND THE ITEMS THEY PROVIDE. STARSHIP WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES, BETWEEN YOU AND ANY THIRD PARTY FOOD AND BEVERAGE PROVIDORS OR VENDORS. RESPONSIBILITY FOR THE CHOICES YOU MAKE REGARDING SERVICES OFFERED VIA THE APP OR THE SERVICE RESTS SOLELY WITH YOU. IN ADDITION, WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE STARSHIP FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE APP OR THE SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE APP OR THE SERVICE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Starship and the Related Parties shall be limited to the fullest extent permitted by law.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STARSHIP AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) SHALL NOT BE LIABLE TO YOU UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR:
You agree to defend, indemnify and hold Starship and the Related Parties harmless from and against any and all claims, demands, liabilities damages and losses including, without limitation, reasonable attorneys’ fees, resulting from or arising out of (a) your use of the App or the Service; or (b) your breach of this ToU or any other policies that Starship may issue for the App or the Service from time to time.
- Governing Law; Jurisdiction.
If you are using the Service in the United States the following applies: The laws applicable to the interpretation of this ToU shall be the laws of California, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and Starship agree that, except as otherwise provided in Section 19 below, the state and federal courts located in the County of San Francisco, California will have exclusive jurisdiction of all disputes arising out of or related to this ToU or your use of the App or the Service and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, Starship shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.
If you are using the Service in the United Kingdom or any other country in Europe, the following applies: The laws applicable to the interpretation of this ToU shall be the laws of England and Wales, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and Starship agree that, the courts located in London will have exclusive jurisdiction of all disputes arising out of or related to this ToU or your use of the App or the Service and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, Starship shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.
- Binding Arbitration.
If you are using the Service in the United States, the following Section 19 applies to you.
- Arbitration Procedures.
You and Starship agree that, except as provided in Section 19.4 below, all disputes, controversies and claims related to this ToU (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in this ToU. In the event of a conflict between the terms set forth in this Section 19 and the JAMS Rules, the terms in this Section 19 will control and prevail.
Except as otherwise set forth in Section 19.4, you may seek any remedies available to you under federal, state or local laws in an arbitration action. As part of the arbitration, both you and Starship will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in this ToU, (a) you and Starship may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (b) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
The arbitration will take place in San Francisco, California, unless the parties agree to video, phone or internet connection appearances.
You and Starship agree that any arbitration shall be limited to the Claim between Starship and you individually. YOU AND STARSHIP AGREE THAT (a) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (b) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (c) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
- Exceptions to Arbitration.
You and Starship agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (a) any Claim seeking to enforce or protect, or concerning the validity of, any of your or Starship’s intellectual property rights; and (b) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction in lieu of arbitration.
- Arbitration Fees.
If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we are initiating arbitration for a Claim, we will pay all costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
You and Starship agree that if any portion of this Section 19 is found illegal or unenforceable (except any portion of Section 19.4), that portion shall be severed and the remainder of the section shall be given full force and effect. If Section 19.4 is found to be illegal or unenforceable then neither you nor Starship will elect to arbitrate any Claim falling within that portion of Section 19.4 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within the County of Los Angeles, California, United States of America, and you and Starship agree to submit to the personal jurisdiction of that court.
This Binding Arbitration section of this ToU will survive any termination of your relationship with Starship.
- Arbitration Procedures.
- Notice to California Residents.
If you are a California resident, under California Civil Code Section 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 App or the Service or to receive further information regarding use of the App or the Service.
- Notice Regarding Apple.
To the extent that you are using our mobile applications that you downloaded through a third party’s App store, you further acknowledge and agree to the terms of this Section 21. You acknowledge that this ToU is between you and Starship only, not with the owner or operator of the App store (the “App Store Provider”), and the App Store Provider is not responsible for the App or the Service and the content thereof.
- The App Store Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the App or the Service. In the event of any failure of the App or Service to conform to any applicable warranty, you may notify the App Store Provider and the App Store Provider will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, the App Store Provider will have no other warranty obligation whatsoever with respect to the App or the Service.
- The App Store Provider will not be responsible for addressing any claims by you or any third party relating to the App or the Service or your possession and/or use of the App or the Service, including, but not limited to (i) product liability claims; (ii) any claim that the App or the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- The App Store Provider will not be responsible for the investigation, defense, settlement and discharge of any third-party claim that the App or the Service and/or your possession and use of the mobile application infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the App or the Service. You acknowledge and agree that the App Store Provider and its subsidiaries are third-party beneficiaries of this ToU, and upon your acceptance of this ToU, the App Store Provider will have the right (and will be deemed to have accepted the right) to enforce this ToU against you as a third-party beneficiary of this ToU.
- You hereby 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.
- ToU Revisions.
This ToU may only be revised in a writing signed by Starship, or published by Starship via the App or the Service.
- No Partnership.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Starship as a result of this ToU or your use of the App or the Service.
Starship may assign its rights under this ToU to any person or entity without your consent. The rights granted to you under this ToU may not be assigned without Starship’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.
If any part of this ToU is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the ToU shall be given full force and effect.
- Attorneys’ Fees.
In the event any litigation or arbitration is brought by either party in connection with this ToU, except as otherwise provided in Section 19.5, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
- No Waiver.
Our failure to enforce any provision of this ToU shall in no way be construed to be a present or future waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by Starship of any provision, condition or requirement of this ToU shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.
All notices given by you or required under this ToU shall be in writing and sent to email@example.com.
- U.S. Government Rights.
If you are, or are entering into this ToU on behalf of, any agency or instrumentality of the United States Government, the Software is “commercial computer software” and “commercial computer software documentation,” and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable.
- Equitable Remedies.
You acknowledge and agree that Starship would be irreparably damaged if the terms of this ToU were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this ToU, in addition to such other remedies as we may otherwise have available to us under applicable laws.
- Entire Agreement.
This ToU, including the documents referenced in this ToU, constitutes the entire agreement between you and Starship with respect to the App and the Service and supersedes any and all prior agreements between you and Starship relating to the App and the Service.
- ToU Revisions.