TERMS OF SERVICE
Last Updated: April 14, 2020
Welcome to Zip Eats! We are happy you’re here and can’t wait to deliver you your next meal. Before you use our platform, please read these Terms of Service carefully.
THIS TERMS OF SERVICE agreement constitute a legally binding agreement between you and ZipTechnologies Ltd. in respect to the access and use of ZipEats website as well as ZipEats mobile platforms. THESE TERMS OF SERVICE APPLY TO ALL USERS OF THE ZIPEATS PLATFORM, INCLUDING USERS WHO ARE VENDORS OF GOODS OR PROVIDERS OF DELIVERY SERVICES TO OTHER USERS OF THE ZIPEATS PLATFORM. You must have reached the age of majority in your jurisdiction in order to place orders through the ZipEats platform as a customer or to operate as a vendor or delivery agent. You acknowledge and agree that the ZipEats platform and the ZipEats services are made available to facilitate the ordering of food, beverages or other products provided by Vendors that may be delivered by Delivery Agents. You understand that ZipEats technology and services facilitate these transactions in certain jurisdictions only and that ZipEats is not a Vendor or Delivery Agent nor is ZipEats responsible for fulfilling orders placed by customers with Vendors or Delivery Agents.
BY ACCESSING, BROWSING AND USING THE ZIPEATS PLATFORM, YOU INDICATE THAT YOU HAVE READ AND ACCEPT THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN YOU MAY NOT ACCESS OR USE THE ZIPEATS PLATFORM OR ZIPEATS SERVICES OR ANY OF THEIR CONTENT OR SERVICES.
THESE TERMS OF SERVICE ARE SUBJECT TO CHANGE BY ZIPEATS IN ITS SOLE DISCRETION AT ANY TIME TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
When changes are made, ZipEats will make a new copy of the Terms of Service available on the ZipEats Platform. We will also update the "Last Updated" date at the top of the Terms of Service. Any changes to the Terms of Service will be effective immediately after posting notice of such changes on the Platform. ZipEats may require you to provide consent to the updated Terms of Service in a specified manner before further use of the ZipEats Platform and/or the ZipEats Services is permitted. Your continued use of the ZipEats Platform and/or ZipEats Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE ZIPEATS PLATFORM TO VIEW THE MOST CURRENT TERMS.
- Users and Applicable Legal Terms
- Definition of Users. The ZipEats Platform facilitates the ordering by consumers/end users of the ZipEats Platform ("Customers") of food, drinks and other products (collectively "Goods") offered by restaurants and store owners through the platform ("Vendors") and the delivery of such Goods through independently contracted couriers who are users of the ZipEats Platform (the "Agents"). Collectively, Customers, Vendors and Agents constitute "Users" of the ZipEats Platform and these Terms of Service apply to all Users.
- Additional Terms for Customers. Specific terms on ordering are set out in Part II of these Terms of Service. Vendors may have additional privacy policies or statements which govern their practices in collecting, storing, using and disclosing your Personal Information when you order from them. Please read those additional privacy policies or statements carefully. You hereby represent and warrant to ZipEats that you have familiarized yourself and agree with those privacy policies or statements imposed by any Vendor with whom you elect to deal through the ZipEats Platform.
The following additional terms and conditions apply to you if you are using a ZipEats Platform App. You acknowledge and agree that:
These Terms of Service are entered into between you and ZipEats. Neither Apple, Inc. ("Apple") nor Google, Inc. ("Google") (collectively, the "download service providers") are parties to this Terms of Service agreement nor will they have obligations with respect to the ZipEats Platform App. The applicable ZipEats party not Apple or Google, is solely responsible for the Platform App, including any maintenance and support, and the content ZipEats Accounts
No Unlawful or Prohibited Use
- You represent and warrant that all information supplied by you on the ZipEats (a "ZipEats Account")) or in connection with your use of the ZipEats Services is true, accurate, current and complete. Any ZipEats Account must be kept secure and you agree that you will not share or disclose your Account credentials with anyone.
- ZipEats reserves the right to deny your request for a ZipEats Account (including usernames) and to disable or terminate access to any Account (including usernames) issued to you at any time at ZipEats sole discretion. We may suspend or terminate your ability to access the Platform, or cease providing you with all or part of the Services at any time for any or no reason. Any suspension or termination of this Agreement by ZipEats will be in addition to any other rights and remedies that ZipEats may have.
- You may request the deletion of your account by requesting (by email or through any then-available interfaces) that your ZipEats Account be deleted, ceasing use of the Platform.
You may not, without ZipEats prior written permission, use the Platform, the Services or any Content for purposes other than the applicable Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to, or attempt to use the ZipEats Platform and/or the Content.Licensed Access to The ZipEats Platform and Permitted Use
ZipEats reserves the right to change or allow a third party to change any information, material or content (including, but not limited to, price, features, availability of Goods, menus, Vendors, posting and rating/reviews of Vendors) contained on or provided through the ZipEats Platform (the "Content") at any time, and from time to time, without notice.Intellectual Property Terms
- Subject to your compliance with these Terms of Service, ZipEats hereby grants you a personal, revocable, non-exclusive and non-transferable license to use the ZipEats Platform in accordance with these Terms of Service in the following manner depending on the type of User that you are:
- for Customers, you may use the ZipEats Platform to view menus provided by Vendors, create an account, place orders and pay for Goods (including the delivery of Goods) (each an "Order"). You may also use feedback features of the ZipEats Platform to rate, post comments, rating and reviews on Goods, Vendors and Couriers (as applicable);
- for Vendors, you may create an account and use the ZipEats Platform to manage the offer and fulfilment of Orders; and
- for Couriers, you may create an account and use the ZipEats Platform to manage and fulfill requests for deliveries of Orders,
- The ZipEats Platform and/or specific services may not be available at all or any times and in all or any jurisdictions. Furthermore, nothing on the ZipEats Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation may be prohibited by law.
- Content and Intellectual Property
- The ZipEats Platform and all content contained therein (excluding User Content as defined below), is owned or licensed by ZipEats and protected by copyright, trade-mark and other intellectual property laws ("ZipEats Content)
- By submitting, posting or displaying User Content on or through the ZipEats Platform or otherwise to ZipEats, you grant right to use, refrain from using User Content.
- You may only use ZipEats Content and other Users Content (eg. menus provided by Vendors) for the applicable Permitted Use
- Terms on Submissions/Feedback and Other User Content
- Through the capabilities of the ZipEats Platform you may be able to provide ratings/reviews, suggestions or other feedback ("Submissions"). Submissions are a subset of User Content, you will not post or transmit to or from the ZipEats Platform any material or content which does or may:
- Breach any applicable local, national or international law;
- Be unlawful or fraudulent;
- Amount to unauthorised advertising;
- Contain any defamatory, obscene or offensive material;
- Promote violence or discrimination;
- Infringe the intellectual property rights of another person;
- Breach any legal duty owed to a third party (such as a duty of confidence);
- Promote illegal activity or invade another’s privacy;
- Give the impression that they originate from us; or
- Be used to impersonate another person or to misrepresent your affiliation with another person.
Availability and Updates
- If you elect to have any business dealings with anyone whose products or services may be advertised on the ZipEats Platform, you acknowledge and agree that such dealings are solely between you and such advertiser and ZipEats will have no responsibility or liability for any losses or damages that you may incur as a result of any such dealings.
- The ZipEats Platform may provide links to third party websites and such links are provided solely for your convenience. If you use these links, you leave the ZipEats Platform.
- ZipEats reserves the right to prohibit or remove (or require you to remove) any link to the ZipEats Platform, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time.
- ZipEats may alter, suspend, or discontinue the ZipEats Platform at any time and for any reason, without notice. The ZipEats Platform or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. ZipEats may periodically add or update the information and materials on the Platform without notice.
- While we try to ensure the ZipEats Platform is normally available twenty four (24) hours a day, we do not undertake any obligation to do so, and no members of the ZipEats Group will be liable to you if the ZipEats Platform is unavailable at any time or for any period.
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF SERVICE (INCLUDING THE FOLLOWING DISCLAIMERS AND LIMITATIONS OF LIABILITY) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.
NO IMPLIED WARRANTIES; LIMITATIONS OF LIABILITY.
- Content: While we try to ensure that information on the ZipEats Platform is correct, we do not promise it is accurate or complete. We may make changes to the material on the ZipEats Platform including to Goods and prices described on it, at any time without notice. The material on the ZipEats Platform may be out of date, and we make no commitment to update that material.
- Allergy, dietary and other menu information: We try to accurately copy the item names, descriptions, prices, special offer information, heat and allergenic warnings and other information ("Menu Information") from the menus that are provided to us by Vendors. However, it is the Vendors that are responsible for providing this Menu Information and ensuring that it is factually accurate and up-to-date, and we do not undertake any such responsibility. If you are in doubt about allergy warnings, contents of a dish or any other Menu Information, you should confirm with the Vendor directly before ordering.
- Vendor actions and omissions: The legal contract for the supply and purchase of Goods is between the Customer and the Vendor that you place your Order with. We have no control over the actions or omissions of any Vendor or Delivery Agent. Without limiting the generality of the foregoing, you acknowledge and accept the following by using the ZipEats Platform:
- We do not give any undertaking that the Goods ordered from any Vendor through the ZipEats Platform will be of satisfactory quality or suitable for your purpose and we disclaim any such warranties.
- Estimated times for deliveries and pick-ups are provided by the Vendors and are only estimates. Neither we nor the Vendors or Delivery Agents guarantee that Orders will be delivered or will be available for pick-up within the estimated times.
- We encourage all Vendors accept all Orders and to communicate any rejection promptly, and we will notify you (generally by email) as soon as reasonably practical if a Vendor rejects your Order. However, we do not guarantee that Vendors will accept all Orders, and Vendors have the discretion to reject Orders at any time because they are too busy, due to weather conditions or for any other reason.
- The foregoing disclaimers do not affect Customer’s statutory rights against any Vendor or Courier.
- Service Disclaimers
- Viruses. The downloading and viewing of the ZipEats Platform or the Content is done at your own risk. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the ZipEats Platform.
- Communications Not Confidential. ZipEats does not guarantee the confidentiality of any communications made by you through the ZipEats Platform. Although ZipEats generally adheres to the accepted industry practices in securing the transmission of data to, from and through the ZipEats Platform, you understand, agree and acknowledge that ZipEats cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the ZipEats Platform.
- NO IMPLIED WARRANTIES. THE ZIPEATS SERVICES, THE ZIPEATS PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND.
- EXCLUSION OF INDIRECT DAMAGES. IN NO EVENT WILL ZIPEATS BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND WHETHER OR NOT ZIPEATS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RELATED TO THE USE OF THE ZIPEATS SERVICES, THE ZIPEATS PLATFORM OR THE CONTENT.
- NO RESPONSIBILITY FOR VENDORS AND COURIERS. VENDORS AND COURIERS OFFERING GOODS OR SERVICES THROUGH THE ZIPEATS PLATFORM ARE INDEPENDENT PERSONS OR ORGANIZATIONS AND NOT REPRESENTATIVES, AGENTS OR EMPLOYEES OF ZIPEATS. ZIPEATS IS THEREFORE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONTRACTUAL BREACHES OR NEGLIGENCE OF ANY VENDORS OR COURIERS OR FOR ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER FOR THE PRODUCTS OR SERVICES OFFERED BY VENDORS OR COURIERS.
- ADDITIONAL COSTS You assume full and sole responsibility for any additional or associated costs that you may incur in connection with or as a result of your use of the ZipEats Platform.
THE LIMITATIONS ABOVE REFLECTS A FAIR ALLOCATION OF RISK BUT FOR WHICH ZIPEATS WOULD NOT MAKE THE ZIPEATS PLATFORM AND/OR ZIPEATS SERVICES AVAILABLE TO USERS. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify and hold harmless Zip Technologies Ltd., its licensors and their directors, officers, agents, contractors, partners, representatives and employees from and against any threated or actual claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal fees, incurred in connection with or as a result of:
- your breach of these Terms of Service;
- your violation of any law or the rights of a third party (including, without limitation, intellectual property rights);
- your breach of or failure to perform in respect of any Orders made by you or by any third party acting on your behalf or with your permission; or
ZipEats reserves the right, at its own expense, to assume the exclusive defence and