United States Terms of Service
Last modified on January 4, 2023
Welcome to Starship and the Starship mobile application (the “App”). Your access and use of the App, and features, products, and services provided by Starship through the App (the “Service”), is subject to the terms and conditions in these Terms of Service (these “ToS”).
In these ToS, “Starship” means Starship Technologies, Inc., a Delaware corporation, with its principal business address at 535 Mission St 17th FL, San Francisco, CA 94105.
Starship provides a mobile application that facilitates on-demand delivery services of goods and food products purchased by consumers (“Users,” or individually, “User”) from food services providers and restaurants (the “Restaurants”) via Starship’s automated delivery robots (the “Delivery Robots”). Through the App, Users may request that goods and food products be delivered to them by Delivery Robots at a given time and on a certain date.
IF YOU USE THE APP AND/OR SERVICE, OR CLICK TO ACCEPT OR AGREE TO THESE TOS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THESE TOS AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TOS. By accepting these ToS 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 these ToS, 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.
1. ToS Updates.
Starship may update these ToS at any time, and Starship will post the updated version of these ToS on the App. You understand and agree that you will be deemed to have accepted the updated ToS if you use any aspect of the App after the updated ToS are posted. If at any point you do not agree to any portion of the ToS then in effect, you must immediately stop using the App. We encourage you to review the ToS frequently to stay informed of the latest modifications.
2. Purchasing Goods from Restaurants.
a) When you purchase goods through the App, you will buy directly from the relevant Restaurant (not from Starship) and the contractual relationship in relation to the sale will be between you and that Restaurant (“Sales Agreement”). Starship will not be a party to it. The relevant Restaurant will be responsible for the sale, and other after-sale care, and Starship’s role is limited to acting as commercial agent to conclude the sale by accepting orders and collecting Users’ payment on behalf of that Restaurant. Starship’s receipt of full payment from a User will discharge User’s debt to the relevant Restaurant with respect to that order. Though Starship may assist with certain practical issues on behalf of the relevant Restaurant, Starship does not have any contractual obligations to Users and Users do not have any contractual rights against Starship regarding any goods sold on the App by any Restaurant. Starship is not a retail store, restaurant, or food preparation entity. You acknowledge and agree that the retail store, restaurant, or food preparation entity where Starship obtains the goods to be delivered to you is responsible for the preparation, quality, and handling of the goods in compliance with all laws and regulations. In no event shall Starship be responsible for any goods or other materials available from Restaurants or other third-party providers, including without limitation, any personal harm, medical condition, or property damage caused by any such goods or materials.
b) Additional terms may apply to the Sales Agreement (in addition to the Terms provided in this document), in which case such terms are made available to the User via the App or otherwise prior to purchase of the goods. Starship disclaims any and all responsibility or liability arising from such agreements between you and a third party.
3. 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 these ToS 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.
4. Your Use of the App and Service.
a) Age Required for Use. You must be at least eighteen (18) years old to use the App and the Service. By agreeing to these ToS, 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.
b) Information You Submit. In order to use the Service, you may be required to provide payment information or information about yourself as part of the registration process or to support 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.
c) 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.
5. Goods, Prices, and Fees.
a) The Restaurants provide information about the goods to the Users via the App, including but not limited to information on the goods’ characteristics and instructions of use.
b) Starship, on behalf of the applicable Restaurant, may change prices of the goods at any time. Starship may also change the delivery fee and charge any additional fees shown in the App. The User will always be charged the prices and fees which are displayed in the App at the moment when the User places an order.
c) Restaurants set the prices of the goods listed in the App, and some Restaurants may set prices for goods in the App that differ from in-store prices, or differ from the prices available on other online platforms or services. The prices displayed in the App may not be the lowest prices at which the same goods or items are sold.
d) Starship and/or the Restaurant may make promotional offers with different mechanisms and different prices to any User. 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 and/or the Restaurant reserve the right to expire or modify any promotion at any time.
e) The Restaurant may impose certain restrictions on orders, such as quantity and size limitations. Also, there may be a minimum value of the purchase required, in which case the User will be notified before the order has been placed by the User. If the order fails to meet the minimum required value, the User can either pay the difference to meet the minimum value or to add more goods to the order from the same Restaurant.
f) In the event that goods are unavailable, the Restaurant shall substitute such goods with similar goods at the Restaurant’s discretion or to the extent pre-approved by the User within the App. As a default, the User consents to making substitutions when purchasing the goods. If the User does not accept the substituted goods or if it is not possible to substitute the goods, Starship will refund the price paid for the missing goods to the User as soon as possible and in any event within 14 days of the date of delivery. If the User accepts the substituted goods and the price of such goods is lower compared to the goods originally ordered, Starship will refund the price difference as soon as possible and in any event within 14 days of the date of delivery. If the price of the substituted goods is higher compared to the missing goods, the User is not obliged to make any additional payment.
g) Starship has the right to cancel any order for any reason by notifying the User via phone call or via text message or push notification. In this case Starship shall refund the User the price of the order (i.e. price of the goods and any applied fees).
h) If the User has allergies or other dietary restrictions or wishes to receive more information about the goods, including allergen information, the User should check the relevant Restaurant’s website or otherwise contact the relevant Restaurant. It is also possible to contact Starship’s customer support via the chat function in the App who can contact the Restaurant and forward the information to the User. In any case, the Restaurant is responsible for providing accurate, up-to-date and legally required information about the goods.
i) Occasionally there may be information in the App that contains typographical errors, inaccuracies, or omissions that may relate to pricing, product descriptions, promotional offers, and product availability. Starship reserves the right to correct any errors, inaccuracies or omissions and to change or update information or refuse or cancel orders if any information in the App is inaccurate at any time without prior notice (including after you have submitted your order and/or your payment method has been charged).
6. Delivery, Cancellation
a) The ordered goods shall be delivered by a Delivery Robot to the location specified by the User in the App. The App will display the estimated time of delivery. The User acknowledges that the delivery time shown in the App is only an estimate and can change – including for reasons not dependent on Starship (e.g. bad weather conditions). As such, there is no guarantee that the order will be delivered at the estimated time. In no event shall Starship or the Restaurant be liable to the User for any delays outside their control.
b) Starship shall send the User operational text messages (SMS) and/or push notifications about the status of delivery or Delivery Robot interaction information.
c) The User must ensure that they are at the delivery location to accept the order at the time when the Delivery Robot arrives. The User can obtain the goods from the Delivery Robot by using the App. The User acknowledges that due to technical reasons, the Delivery Robot is unable to enter buildings and climb stairs. Therefore, the User is obliged to accept the order outside the building at the delivery address.
d) If the User is not at the delivery location within 15 minutes after the arrival of the Delivery Robot, Starship has the right to instruct the Delivery Robot to leave the delivery location and dispose of the goods. The User accepts and acknowledges that the Delivery Robot does not contain a fridge but just a cool bag, and therefore it is not possible to deliver the goods to the User after the Robot has left the delivery location. If you are not at the delivery location within 15 minutes of the arrival of the Delivery Robot you will still be charged for the goods. No refund will apply.
e) Upon receipt of the order, the User shall immediately examine and verify whether the goods, their quantity and quality correspond to the order. The order shall be deemed completed once the User removes the goods from the Delivery Robot.
f) If the delivered goods do not correspond to the order (e.g. the goods are incorrect, not cooked as expected or defective) or in cases where the goods have been substituted and the User does not accept the substituted goods, the User shall place such goods back into the Delivery Robot. If the goods were substituted, there will be a corresponding notice letter on top of the goods inside the Delivery Robot alerting the User to this fact.
g) Once the goods have been delivered, Starship shall send the User a receipt for the purchase of the goods on behalf of the respective Restaurant and a receipt from Starship for the delivery, both receipts will be in writing sent by email.
h) If the User cancels the order, the User may be charged depending on what stage the fulfillment of the order was in at the time of cancellation. If the User cancels the order after it has been accepted but is not yet being prepared, Starship will remove the hold placed on the User’s account corresponding to the price of the ordered goods as well as the delivery fee within 14 days after the order was placed. If the User cancels the order after the preparation has been started, or after the order is out for delivery, no refund will be available.
a) The Restaurants have each authorized Starship as their commercial agent to collect all payments from the Users for the purchased goods on behalf of the Restaurants as well as issue receipts on behalf of the Restaurants. The User’s obligation to pay for the goods to the respective Restaurant from the Sales Agreement is fulfilled at the moment the respective payment has been made by the User to Starship.
b) The User authorizes Starship to charge all sums for orders that User makes to the User’s designated payment method. The User accepts that a temporary pre-authorization hold may be placed on the User’s designated payment method to verify that the User’s payment card is valid and has funds available for the intended purchase. The amount of this pre-authorization hold may be greater or less than the total quoted at checkout. The User will only be charged the final fee total which is the price set out on the final checkout page. In the event that the pre-authorization is greater than the final amount, the difference will be returned to you after your delivery is completed or canceled, which may take up to 5 business days depending on your bank.
c) The User is responsible for any fees that its own bank or card provider may apply.
d) Unless otherwise agreed, all refunds which Starship makes to the User will be transferred to the same payment method which the User used to pay for the relevant order.
e) Starship reserves the right to request additional information from the User if Starship has a reason to believe, in Starship’s sole discretion, that a payment method may be fraudulent.
8. Use Requirements.
a) License Grant. Subject to the terms and conditions of these ToS, 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 these ToS and any rules, restrictions or documentation set forth by Starship from time to time. Starship reserves all rights not expressly granted to you.
b) Updates and Changes. 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.
c) Availability. Depending on the location of the User’s device, there may be restrictions on the provision of the Service. These restrictions will be displayed in the App (e.g., the Restaurants’ availability based on the User’s location due to limited delivery area). Starship does not provide the Service in all jurisdictions and regions. The availability of the Service in a given region may change from time to time.
9. Restrictions and Conditions of Use.
a) 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.
b) 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).
c) 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).
d) Use Restrictions.You may not connect to or use the App or the Service in any way that is not expressly permitted by this ToS.
i) 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.
ii) 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 these ToS 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.
iii) 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.
iv) You will contact Starship immediately if you become aware of any unauthorized use of the App.
e) 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.
10. Content, Feedback, and Links
a) Starship is not responsible for third parties’ (including the Restaurant’s) content or information which is made available in the App or for any damages arising as a result of the use of or reliance on it.
b) 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.
c) The App and the Service may contain links to websites or services operated by third parties (including Restaurants). Starship provides these links to other websites and services as a convenience and the use of these websites is at the User’s own risk. Starship is not liable for the content of these websites or services.
11. Intellectual Property.
a) Trademarks. 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.
b) Ownership. 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.
a) Text Messaging. By using the Service and the App, the User may receive text (SMS) messages at the phone number provided by the User and/or push notifications, which are messages the App sends to the User’s mobile device even when the App is not on. 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 and notifications include operational information about the use of the App and/or the Service, including status of delivery and Delivery Robot interaction information. The User will not be able to use the Service and the App without agreeing to receive them. You may also receive marketing push notifications; these can be turned off in the “Profile” section of the App.
14. DISCLAIMER OF WARRANTIES.
a) 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.
b) 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.
c) 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.
d) STARSHIP DOES NOT REPRESENT OR WARRANT THAT (I) YOU WILL BE ABLE TO ACCESS OR USE THE APP AND THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (II) THAT OPERATION OF THE APP AND THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (III) YOUR USE OF THE APP AND THE SERVICE WILL MEET YOUR REQUIREMENTS; (IV) DEFECTS IN THE OPERATION OF THE APP AND THE SERVICE WILL BE CORRECTED; (IV) DELIVERY OF GOODS WILL BE ON TIME OR FREE FROM DAMAGE; OR (V) 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.
e) 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.
f) STARSHIP IS NOT RESPONSIBLE FOR GOODS SOLD BY RESTAURANTS. STARSHIP RELIES UPON RESTAURANTS 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 RESTAURANT 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 RESTAURANTS. Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.
15. LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY.
a) 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:
i) 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;
ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR
iii) 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.
b) WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF STARSHIP OR ANY OF THE RELATED PARTIES EXCEED ONE HUNDRED DOLLARS ($100).
c) STARSHIP WILL NOT BE LIABLE IN CONNECTION WITH ANY PACKAGE DELIVERY SERVICES, NOR WILL ANY ADJUSTMENT, REFUND OR CREDIT BE GIVEN, FOR ANY LOSS, DAMAGE, DELAY, NON-DELIVERY, MISINFORMATION OR ANY FAILURE TO PROVIDE INFORMATION, EXCEPT AS A RESULT OF STARSHIP’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
d) STARSHIP WILL NOT ASSESS THE QUALITY, SAFETY, OR LEGALITY OF THE ITEMS PROVIDED BY RESTAURANTS 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 RESTAURANTS, AND THE ITEMS THEY PROVIDE. STARSHIP WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES, BETWEEN YOU AND ANY RESTAURANTS. 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.
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 these ToS or any other policies that Starship may issue for the App or the Service from time to time.
17. Governing Law; Jurisdiction.
The laws applicable to the interpretation of these ToS shall be the laws of California, without regard to conflict of laws principles. You and Starship agree that, except as otherwise provided in Section 18 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 these ToS 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.
18. Binding Arbitration.
a) Arbitration Procedures.
You and Starship agree that, except as provided in Section 18(d) below, all disputes, controversies, and claims related to this ToS, the App, and/or the Service, including but not limited to any dispute relating to the applicability or enforceability of this arbitration agreement (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 administered by the American Arbitration Association (AAA). The AAA’s Commercial Arbitration Rules and Mediation Procedures (the “Rules”) in effect at the time the arbitration is commenced shall govern such arbitrations. (A current version of these rules is available where: https://www.adr.org/Rules). In the event of a conflict between the terms set forth in this Section 18 and the Rules, the terms in this Section 18 will control and prevail.
Except as otherwise set forth in Section 18(d), 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. Except as otherwise provided in this ToS, 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.
b) Location and Applicable Law.
The arbitration will take place in San Francisco, California, unless the parties agree to video or phone appearances. Claims arising under federal law shall be determined in accordance with federal law. Claims arising under state law shall be decided in accordance with California substantive laws, without regard to conflict-of-laws principles.
You and Starship agree that any arbitration shall be limited to the Claim between Starship and you individually. YOU AND STARSHIP AGREE THAT (I) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (II) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (III) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
d) Exceptions to Arbitration.
You and Starship agree that the following Claims are not subject to the above provisions concerning negotiations and binding arbitration: (i) any Claim seeking to enforce or protect, or concerning the validity of, any of your or Starship’s intellectual property rights; and (ii) 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.
e) Arbitration Fees.
If you initiate arbitration for a Claim, you will need to pay the arbitration initiation fee. If we are initiating arbitration for a Claim, we will pay all costs charged for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the Rules.
You and Starship agree that if any portion of this Section 18 is found illegal or unenforceable (except any portion of Section 18(d)), that portion shall be severed and the remainder of the section shall be given full force and effect. If Section 18(d) is found to be illegal or unenforceable then neither you nor Starship will elect to arbitrate any Claim falling within that portion of Section 18(d) 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 ToS will survive any termination of your relationship with Starship.
19. 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.
a) Term and termination. These ToS are in force between the User and Starship until further notice as long as the User is using the App and the Service. The User can discontinue the use of the App and the Service at any time and cancel the contractual relationship with Starship by deleting the App. Starship can discontinue providing the App and the Service permanently or temporarily at any time.
b) ToS Revisions. These ToS may only be revised in a writing signed by Starship, or published by Starship via the App 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.
c) No Partnership.You agree that no joint venture, partnership, employment, or agency relationship exists between you and Starship as a result of this ToS or your use of the App or the Service.
d) Assignment. Starship may assign its rights under these ToS to any person or entity without your consent. The rights granted to you under these ToS may not be assigned without Starship’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.
e) Severability. If any part of these ToS is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the ToS shall be given full force and effect.
f) No Waiver. Our failure to enforce any provision of these ToS 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 these ToS shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.
g) Notices; General Contact Information. All notices given by you or required under this ToS shall be in writing and sent to email@example.com. You can also use this email address for general inquiries or concerns.
h) Equitable Remedies. You acknowledge and agree that Starship would be irreparably damaged if the terms of these ToS 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 these ToS, in addition to such other remedies as we may otherwise have available to us under applicable laws.
i) Entire Agreement. These ToS, including the documents referenced in these ToS, 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.