Last updated: March 1, 2023.
- ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT UNDER CERTAIN CIRCUMSTANCES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
- Eligibility. By using the Site, you represent and warrant that you are at least 13 years of age or older. If you are under age 13, you may not, under any circumstances or for any reason, use the Services. The availability of all or part of our Site may be limited based on demographic, geographic, or other criteria as we may establish from time to time. You understand and agree we may disallow you from subscribing to MealPal or may terminate your subscription at any time based on these criteria.
- Amendment of Terms. MealPal may amend the Terms from time to time. You agree that you will review these Terms, which can be found athttps://www.mealpal.com/ca/terms-and-conditions/, periodically. You may be required to click “accept” or “agree” to show your consent to an amended version of these Terms; otherwise, unless we provide a delayed effective date, all amendments will be effective upon posting of such amended Terms on the Site. You are free to decide whether or not to accept any amended version of the Terms, but your continued access to or use of the Site after an amendment becomes effective constitutes your consent to be bound by the Terms, as amended. Your use of the Site will be subject to the version of the Terms in effect at the time of use.
- Additional Terms. In addition to these Terms, when using particular plans, offers, promotions, products, services or features, you will also be subject to any additional posted guidelines, or rules applicable to such plan, offer, promotion, product, service or feature, which may be posted and modified from time to time. All such additional terms are hereby incorporated by reference into the Terms, provided that in the event of any conflict between such additional terms and the Terms, the Terms shall control.
- MEALPAL PLATFORM
- MealPal Platform. MealPal is a subscription membership that enables MealPal members to reserve and pick up meals offered and prepared by restaurants, food service providers, and chefs that partner with MealPal (“Merchants”). Through the MealPal Site you can access third party products and services. MealPal itself is not a restaurant, chef or food service provider and does not own, operate or control any of the restaurants, chefs, or food services facilities accessible through the Site. MealPal is not responsible for the preparation, safety, or quality of any meals offered by its Merchants, or for verifying the accuracy of any descriptions or representations made by Merchants regarding their ingredients or meals. MealPal is not responsible for the safety or accessibility of any Merchants’ premises, or for the compliance by Merchants of any applicable laws or regulations.
- Membership Plans.
- 30-Day Plans. MealPal currently offers members two 30-day subscription plans (“30-Day Plans”). You may purchase a 30-Day Plan for up to 12 meals per 30-day period (“12 Meal 30-Day Plan”) or up to 20 meals per 30-day period (“20 Meal 30-Day Plan”).
- Flex Plans. MealPal also offers subscription plans which permit you to purchase a fixed number of meals for a fixed price that can be used at any time (“Flex Plans”). Flex Plans expire one year from date of purchase.
- Rollover Plans. MealPal also offers subscription plans which permit you to purchase a set number of meals that can roll over for a subsequent cycle (“Rollover Plans”). Rollover Plans renew automatically upon the use of all of the meals or upon the end of the 30 day cycle, whichever comes first. At the end of the cycle, unused meals may be rolled over to the next cycle as long as the next cycle is a Rollover plan for at least the same number of meals as the current rollover plan. If a user renews to a rollover plan with a lower number of meals than their prior plan, then the maximum number of unused meals that can rollover is equal to the maximum number of meals on their new rollover plan. Unused meals can only roll over for one cycle.
- MealPal may also offer a number of other Membership Plans, including special promotional plans or memberships, with differing conditions and limitations. We reserve the right to modify, terminate, supplement, or otherwise amend our offered Membership Plans.
- Eligible Meals. For each plan that a member purchases, the member receives up to 1 meal per weekday (excluding holidays) from a participating Merchant (“Eligible Meals”). The member may use a meal at any Merchant available on our platform. If a member purchases both a lunch and a dinner plan, then under the terms of each plan, the member may be entitled to receive up to 2 meals per weekday – i.e., one meal at lunch time and one meal at dinner time. MealPal reserves the right to change from time to time the number of Eligible Meals a member can reserve per cycle, Membership Plan, geographic location, Merchant or otherwise.
- Merchant and Meal Availability and Allocation. MealPal makes no guarantee about the availability of particular Merchants, meals, menu choices or other inventory, and availability may change over time, including during the course of any given Membership Cycle (defined in Section 3(a) below).
- Meal Modifications. MealPal Merchants are unable to make any modifications to the meals that they are offering on the platform. Modifications, substitutions and any other changes or requests for changes are strictly forbidden and may result in a termination of your MealPal membership.
- Meal Ingredients. MealPal makes no guarantee regarding the quality or nature of the ingredients contained in any meal offered by Merchants, or that any listing or description of ingredients for any meal is comprehensive or accurate. You acknowledge and agree that it is your responsibility to take any steps to confirm that you are not allergic to, or intolerant of, any ingredients contained in any meal that you order or use, including inquiring with the Merchant offering that meal directly if necessary. If you are uncertain as to whether any meal offered by or reserved from a MealPal Merchant may contain ingredients to which you are allergic or intolerant, do not order or use such meal.
- Meal Quality. MealPal makes no guarantee regarding the quality of any meal offered by Merchants.
- Reservation and Cancellation of Meals. As a MealPal member you must reserve and cancel your MealPal meals only through the MealPal Site. It is a breach of your MealPal membership terms if you cancel, change, or request a meal directly with a Merchant. It is a breach of your MealPal membership terms to reserve a MealPal meal for use by any third party (including a friend or other MealPal customer, see 2(m) below), and MealPal reserves the right to charge your Payment Method the full retail price charged by Merchant for any such meal. Meals can be reserved starting at 5:00pm local time in the location you select at checkout (“Local Time”) on the evening before the meal will be received. All lunch meals must be reserved by 1:30pm local time and all dinner meals must be reserved by 4:00pm local time on the day when the meal will be received (“Reservation Deadline”). If a meal is not booked by the Reservation Deadline, the member will not be eligible to receive a meal on that day. There are no refunds for meals not received or not ordered in time. Meals offered in connection with a MealPal Membership Plan have no specific cash value, and do not rollover to future Membership Cycles if not used, unless otherwise stated by the plan type (defined in Section 2(b) above). If you cancel a meal before 10:30am local time, on the weekday the meal would have been received, you will have the opportunity to reserve another meal before 1:30pm on that weekday. If you cancel a lunch meal after 10:30am, on the weekday the meal is to be received, that meal will count toward your total meals allocation for your current Membership Cycle.
- Trials. From time to time we may offer a trial membership that includes standard access to the Site during the trial period. Unless otherwise communicated, a trial begins at the moment of sign up and ends at 11:59am Local Time. A one week trial ends on the fifth business day of the trial (e.g., if you sign up on a Sunday or Monday, the last day of your trial membership would be Friday of that week, assuming there are no Holidays as defined below) – however, you may still pick up a meal you have previously ordered on that final trial day, even if the meal pickup is scheduled after 11:59am Local Time. Unless we expressly communicate otherwise, trial memberships are only available to new members that have never had a MealPal account before, are not transferable, may not be combined with other offers or redeemed for cash and are void where prohibited.If you are not a new MealPal member or have previously redeemed a MealPal trial, then your trial membership automatically will convert to a regular 12 Meal 30-Day Plan at the applicable price, and you will begin, and be charged for, your first Membership Cycle on that day (see Section 3 below for more details), and you will be able to order a meal for the following day.If you do not cancel your trial membership before 12:00pm Local Time on the last day of the trial membership, then your trial membership automatically will convert to a regular 12 Meal 30-Day Plan at the applicable price, and you will begin, and be charged for, your first Membership Cycle on that day (see Section 3 below for more details), and you will be able to order a meal for the following day. You may cancel your trial membership by a) emailing[email protected] with “Cancel Trial” in the subject line; or b) accessing “My Account” from the MealPal Menu dropdown. To cancel your trial membership through My Account, click “Change Plan for Next Cycle”; then “Hold or Cancel My Account”; and then “Cancel Account”. If you cancel your trial membership and are inadvertently enrolled automatically into, and charged for, a Membership Plan, please contact us by emailing[email protected]. Members that cancel and do not convert to a regular membership may not reserve meals taking place after the end of the trial membership period (even if booking occurred before the end of the applicable trial period).
Gifts and Promotions. From time to time we may make available gift cards for MealPal membership, or other types of promotions or promotional plans (including through the use of promotional codes or those provided as part of a third party promotion). Gift cards, promotions and promotional plans may only be redeemed as described, and may be subject to additional or different terms. Unless otherwise expressly communicated to you in connection with your redemption, gift cards, promotions and promotional plans are (i) only available to new customers that have never had a MealPal account before, and (ii) may only be redeemed once, upon initial sign-up for your first MealPal membership. MealPal has the right to charge your Payment Method the full retail value of any gift card, promotion, or promotional plan that is redeemed by you more thanonce, or otherwise than as described in the specifics of the gift card, promotion, or promotional plan. For example, if you redeem a promotion offering $40 off a new MealPal Membership Plan at any time after your initial signup for your first MealPal membership, MealPal may charge you $40 in addition to any fees and charges applicable to your membership. Gift cards, promotions, and promotional plans are not transferable, cannot be redeemed for cash, and may not be combined with other offers and are void where prohibited. To be eligible for certain promotions, you must enroll in a 20 Meal 30-Day Plan. In order to receive a promotion, you may be required to provide and verify your cell phone number. The cell phone number you verify must be a unique cell phone number that is not associated with another account in order to receive the promotion. We may also review any other aspects of your account to determine if it is a new customer account or not, and the determination is at MealPal’s discretion.
From time to time we may also make available promotions for referring others to the MealPal service. All referrals require successful validation by MealPal to confirm eligibility. Confirmation of eligibility may include (but is not limited to) validation of email, phone number, credit card, name, device ID, and other customer attributes. If a referral does not reserve a meal within the first 30 days of their membership, they will not be counted as a referral. Final eligibility and qualification for all referrals is at the sole discretion of MealPal.
If you have created multiple accounts using different email addresses and/or associated the same phone number with multiple email accounts, it is possible that you will receive a marketing promotion that you are not eligible for. As noted in section 2N, it is a violation of these terms to create multiple MealPal accounts.
Final eligibility for all marketing promotions is at the sole discretion of MealPal.
- Holidays. We observe a limited number of holidays each year. For a current list of observed holidays (each a “Holiday”) please review:https://www.mealpal.com/faq/ (U.S.) andhttps://www.mealpal.com/ca/faq/ (Canada). On Holidays, you will not be able to reserve meals on the Site. Occasionally, multiple Holidays will be included in a given 30-day billing cycle. During these cycles it is possible that the maximum number of meals you can reserve on the 20 Meal 30-Day Plan will be fewer than 20 meals. The total price for the 20 Meal 30-Day Plan during these cycles does not change. You will not receive a refund for any of your meals. You will not be able to pick up multiple meals on any day.
- Your Home City. The rate and currency for meals and for taxes and fees may vary by city. Your home city will be determined based on the market where you have most of your meals during any given cycles. If you are charged at the beginning of your cycle for a city that has a lower rate than what ends up being your home city during that cycle, then you will be charged the difference at the end of that cycle. There are no refunds for using MealPal in a less expensive home city.
- Use of MealPal. Your MealPal membership is personal to you and not for the use or benefit of any third party, and you agree not to share your account with anyone else, or to create more than one account. Members cannot transfer or gift meals to third parties, including other MealPal members. MealPal may not be used for commercial purposes. To use your MealPal membership you must have access to the Internet. We continually update and test various aspects of the MealPal platform. We reserve the right to, and by using our service you agree that we may, include you in or exclude you from these tests without notice.
- In order to pick up your meal, you must have a mobile device that supports the latest version of the MealPal Android App or iOS App. The MealPal Android App or iOS App must be installed on your mobile device, and you must have a working camera. To pick up your reserved meal, you will be required to open the app, log in to your account, and scan the QR code found at the restaurant. Following the scan, you must then show the confirmation success screen to the merchant. MealPal reserves the right to modify this pickup process as required by the restaurant and/or MealPal.
- Membership Cycles.
- 30-Day Plans. Your MealPal membership starts on the date that you sign up for a Membership Plan and submit payment via a current, valid, accepted method of payment, which we may update from time to time (your “Payment Method”). Unless we otherwise communicate a different time period to you at the time of sign up (such as a multi-cycle or other type of commitment plan), your initial MealPal Membership Plan cycle (“Membership Cycle”), and any subsequent Membership Cycle, will end on the 30th day following the end of your last Membership Cycle. Upon the end of each Membership Cycle, your membership will automatically renew for another Membership Cycle, and we will automatically, and without further authorization from you, bill your Payment Method for another Membership Cycle, unless and until your membership is cancelled or terminated. (For example, if you purchase a MealPal 12 Meal 30-Day Plan subscription on March 5, your membership will automatically renew 30 days later on April 4; if you purchase a MealPal 12 Meal 30-Day Plan subscription on April 4, your membership will automatically renew 30 days later, on May 4).
- Flex Plans.Your MealPal membership starts on the date that you sign up for a Flex Plan and submit payment via your Payment Method. Your Membership Cycle is determined by the number of meals purchased as part of the Flex Plan, e.g., if you purchase a 12 Meal Flex Plan, your Membership Cycle ends after you consume the 12th meal. At the end of your Membership Cycle in the Flex Plan, your Payment Method will automatically be charged for an additional Membership Cycle of the same number of fixed meals (e.g., another 12 meals under the 12 Meal Flex Plan). You will receive an email notifying you that your Payment Method has been charged for each new Flex Plan package. You can cancel your Flex Plan at any time. If you cancel your Flex Plan mid-plan you will not be reimbursed for any unused meals and they will remain available in your account, however you will not be billed automatically for additional Flex Plans.
- Rollover Plans. Your MealPal membership starts on the date that you sign up for a Rollover Plan and submit payment via your Payment Method. Your Membership Cycle will end 30 days after your purchase or upon use of all of the meals, whichever comes first. Upon the end of each Membership Cycle, your membership will automatically renew for another Membership Cycle, and we will automatically, and without further authorization from you, bill your Payment Method for another Membership Cycle, unless and until your membership is cancelled or terminated.
- Recurring Billing. By signing up for a MealPal membership, you acknowledge that your subscription has both an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation.By starting your MealPal membership, you authorize us to charge your Payment Method (i) a one-time fee for your initial Membership Cycle, and, without further notice to you (ii) a recurring fee at the end of each successive Membership Cycle thereafter, at the then-current rate (which may change from time to time), unless and until you have timely cancelled your membership in accordance with Section 3(e) or changed your Payment Method. You acknowledge that the amount billed each cycle may vary for reasons that may include differing amounts due to promotional offers and/or changing or adding a plan, and you authorize us to charge your Payment Method for such varying amounts, which may be billed in one or more charges per Membership Cycle. You also authorize us to charge you any other fees you may incur in connection with your use of the Site, such as any applicable sign-up fee or taxes, as further explained below. We reserve the right to change the timing of our billing (and if we do, we’ll make adjustments to the amounts we charge, as appropriate). Your renewal date may change due to changes in your membership. We reserve the right to correct any billing errors or mistakes made by MealPal, and to charge you for any previous Membership Cycles or other fees incurred by you for which you were not already billed.
- Billing Holds. You may put your Membership Plan on hold (“Billing Hold”) at any time for up to ninety (90) days. For a Billing Hold to be effective for your next Membership Cycle, it must be received at least 7 days prior to the end of your then-current membership Cycle in a 30-Day Plan or before you reserve your final meal in a Flex Plan. To establish a Billing Hold, i) email [email protected] with “Billing Hold” in the subject line; or ii) access “My Account” from the MealPal Menu dropdown. To establish a Billing Hold in My Account, click “Change Plan for Next Cycle”; then “Hold or Cancel My Account”; and then “Hold Account”. While you are on a Billing Hold, you will not be charged, and your Membership Plan will automatically begin again with a new Membership Cycle commencing on the day that you end your Billing Hold. If you go on hold, and are on one of our rollover plans, any unused meals before you go on hold will not rollover to your cycle when you return from hold.
- Cancellation.You may cancel your membership at any time. For a cancellation to be effective for your next Membership Cycle, it must be received at least 7 days prior to the end of your then-current Membership Cycle in a 30-Day Plan or before you reserve your final meal in a Flex Plan. To cancel a membership, i) email[email protected] with “Cancel Membership” in the subject line; or ii) access “My Account” from the MealPal dropdown. To cancel your membership in My Account, click “Change Plan for Next Cycle”; then “Hold or Cancel My Account”; and then “Cancel Account”. Your Membership Plan will terminate at the end of that Membership Cycle (you cannot cancel a Membership Plan partway through a Membership Cycle), unless you cancel with fewer than 7 days remaining in a cycle in which case your Membership Plan will terminate at the end of the subsequent Membership Cycle. Following any cancellation, you will continue to have access to your subscription through the end of your current prepaid billing period.
- Reaffirmation of Authorization. Your non-cancellation or continued enrollment in a Membership Plan reaffirms that we are authorized to charge your Payment Method for that Membership Plan. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected the Membership Plan.
- Membership Changes. You may change your current Membership Plan to a different Membership Plan by i) emailing[email protected] with “Change Membership” in subject line; or ii) accessing “My Account” from the MealPal Menu dropdown. To change your Membership Plan in My Account, click “Change Plan for Next Cycle” and then select from one of the available options. Requests to change your Membership Plan must be received at least 7 days prior to the end of your next Membership Cycle. Membership Plans can only be changed once per billing cycle.
- Payment Method. You may edit your Payment Method information by i) emailing[email protected] with “Payment Method” in subject line (a MealPal representative will contact you back with further direction, please do not send credit card or bank account information to MealPal through email); or ii) accessing “My Account” from the MealPal Menu dropdown. To change your Payment Method in My Account, click on “Update Credit Card” under the “Billing Info” section of “Your Account Information.” If your Payment Method fails, MealPal will lock you out of your account and you must email[email protected]. A MealPal representative will contact you to obtain and input your new Payment Method information. (Please do not send credit card or bank account information to MealPal through email.) If a payment is not successfully settled, due to expiration, insufficient funds or otherwise, and you do not contact us with your Payment Method information or cancel your account in accordance with Section 3(e), you nonetheless will remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated, and/or to charge another credit or debit card that remain listed on your account, if any, for any uncollected amounts. This may result in a change to your payment billing dates. If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to our Site or any portion thereof.
- Refunds. Generally, our fees (including the fee for your membership and any other fees) are nonrefundable, except that we will provide a refund to members for their current prepaid period in the following circumstances: (i) if you are canceling your subscription and request a refund within 5 days of your initial purchase or (ii) if your subscription is canceled prior to the end of a period for which you have incurred a charge, due to your relocation, disability or death. In each case we reserve the right to charge a fee to cover the cost of any meals or other services you may have used prior to your cancelation. The current rates that will be charged are $10 USD per meal (plus tax and fees) for any meals reserved in Miami, $12 USD per meal (plus tax and fees) for any meals reserved in Boston, Denver, New York, Chicago, Washington, DC, Philadelphia, or San Francisco, and $13 CAD per meal (plus tax and fees) for any meals reserved in Toronto (such meal fee charges not to exceed the cost of the subscription itself). Any additional discounts or refunds that we may choose to provide are in our sole discretion and do not entitle you to any future discounts or refunds in the future for similar instances.
- Price Changes. We reserve the right to adjust pricing at any time. Unless we expressly communicate otherwise, any price changes to your Membership Plan will take effect on your next Membership Cycle upon notice communicated through a posting on the MealPal Site or such other means as we may deem appropriate from time to time, such as email.
- Taxes and fees. Taxes and fees are charged on all MealPal plans in order to pay taxes to our restaurant partners and to cover other taxes and fees paid by MealPal. In most cases, the taxes and fees match the taxes one would pay at a restaurant in the cities in which MealPal is offered. You may find a current listing of the amount of such fees for your location in our FAQs athttps://www.mealpal.com/faq/ (U.S.) andhttps://www.mealpal.com/ca/faq/ (Canada).
- Membership Cycles.
- OTHER FEES
- Fees We Charge. Your MealPal membership fee covers your access to Eligible Meals as explained above. We reserve the right to change the policy regarding when we charge fees, to introduce additional fees (such as a sign-up fee, late cancellation fee, or missed meal pick up fee) and to change the amount of any such fees at any time. Additionally, from time to time we may allow you to purchase additional meals, products or services through the Site. If you choose to purchase any of these offerings, you will be responsible to pay the applicable fees in addition to your membership fee.
- TERMINATION OR MODIFICATION BY MEALPAL.
- Termination or Modification. You understand and agree that, at any time and without prior notice MealPal may (1) terminate, cancel, deactivate and/or suspend your subscription, your account, any meals reserved, or your access to or use of the Site (or any portion thereof) and/or (2) discontinue, modify, alter, or introduce any aspect, feature or policy of the Site or your membership. This includes the right to terminate or modify any Membership Plan prior to the end of any pre-paid or committed period. Upon any termination, we may immediately deactivate your account and all related information and/or bar any further access to your account information and the Site. Upon any such termination by us without cause, as your sole recourse, we will issue you a pro rata refund of the prepaid portion of your subscription applicable to future unused services (less any fees or costs for meals or services already used). If we determine that you have violated these Terms or otherwise engaged in illegal or improper use of the Site, you will not be entitled to any refund and you agree that we will not be responsible to pay any such refund. You agree that MealPal will not be liable to you or any third party for any termination or modification to the service regardless of the reason for such termination or modification. You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of service made by us is to cancel or terminate your subscription.
- Infringing or Fraudulent Activity. MealPal does not permit copyright infringing activities and reserves the right to terminate access to the Site and remove all content submitted by any persons who are found to be infringers. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Site may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies MealPal may have at law or in equity.
- CERTAIN ELIGIBILITY CRITERIA; REGISTRATION INFORMATION AND PASSWORD; SITE ACCESS.
Eligibility Criteria. As stated above, the availability of all or part of our Site may be limited based on demographic, geographic, or other criteria as we may establish from time to time. You understand and agree we may disallow you from subscribing to MealPal or may terminate your subscription at any time based on these criteria. The right to access the Site is revoked where these Terms are not in compliance with any laws, rules and regulations applicable to you or use of the Site is prohibited, or to the extent any offering, sale or provision in connection with the Site conflicts with any applicable law, rule or regulation.
THESE TERMS ARE ONLY APPLICABLE TO USERS IN THE U.S. AND ONTARIO, CANADA, AND SEPARATE TERMS APPLY TO USERS IN OTHER JURISDICTIONS. THE SITE IS NOT AVAILABLE TO ANY USERS SUSPENDED OR REMOVED FROM THE SITE BY MEALPAL. BY USING THE SITE, YOU REPRESENT THAT YOU ARE A RESIDENT OF EITHER THE UNITED STATES OR ONTARIO, CANADA WHO HAS NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE. THOSE WHO CHOOSE TO ACCESS THE SITE DO SO AT THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS INCLUDING, WITHOUT LIMITATION, RULES ABOUT THE INTERNET, DATA, EMAIL OR OTHER ELECTRONIC MESSAGES, OR PRIVACY.
- Subscribing Organizations. If you are using or opening an account on behalf of a company, entity, or organization (a “Subscribing Organization”), then you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms; and agree to be bound by these Terms on behalf of such Subscribing Organization.
- Account Information. Account registration requires you to submit to MealPal certain personal information, such as your name, address, and mobile phone number. You are permitted to create only one account. You agree that the information you provide to MealPal at registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account.
- PROHIBITED CONDUCT
You promise not to:
- Harass, threaten, or defraud users, members or staff of MealPal or Merchants;
- Make unsolicited offers, advertisements, proposals, or send junk mail or “spam” to users;
- Impersonate another person or access another user’s account with or without that person’s permission;
- Share your MealPal account information (including but not limited to passwords) with any third party (including but not limited to other MealPal members) or encourage any other user to do so;
- Permit third parties to use or to pick up any meals reserved under your own membership, including other MealPal members;
- Attempt to redeem any gift card, promotional plan, or promotion more than once or otherwise than as described;
- Cancel any MealPal meals directly with a Merchant, rather than through the MealPal Site
- Misrepresent the source, identity, or content of information transmitted via the Site, including deleting the copyright or other proprietary rights;
- Upload material (e.g. virus) that is damaging to computer systems or data of MealPal or users of the Site;
- Upload copyrighted material that is not your own or that you do not have the legal right to distribute, display, and otherwise make available to others; or
- Upload or send to Site users pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content.
- PROHIBITED USES
As a condition of your use of the Site, you agree that you:
- Will not use the Site for any purpose that is unlawful or prohibited by these Terms;
- May not use the Site in any manner that, in our sole discretion, could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site;
- May not attempt to gain unauthorized access to the Site, or any part of the Site, other accounts, computer systems or networks connected to the Site, or any part of them, through hacking, password mining, or any other means or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
- May not remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, any features that prevent or restrict use or copying of any content accessible through the Site, or any features that enforce limitations on the use of the Site or the content therein;
- May not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site;
- Will not modify the Site in any manner or form, nor use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site; and
- Will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission or bypass any robot exclusion headers our Site may contain or any other measures we may use to prevent or restrict access to the Site.
MealPal reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion.
- USER SUBMISSIONS OF REVIEWS.
- General. The Site provides certain features which enable you, us, and other users to submit, post, and share reviews and other content or materials. These submissions may include without limitation identification of restaurants, meals, and orders you have placed, text, graphic and pictorial works, or any other content submitted or ordered by you and other users through the Site (“User Submissions”). User Submissions are displayed for informational purposes only and are not controlled by MealPal. MealPal does not and cannot guarantee any anonymity or confidentiality with respect to any User Submissions, and strongly recommends that you think carefully about what you upload to the Site. You understand that all User Submissions are the sole responsibility of the person from whom such User Submission originated. This means that you, and not MealPal, are entirely responsible for all User Submissions that you upload, post, e-mail, transmit, or otherwise make available through the Site.
- Right to Remove or Edit User Submissions. MealPal makes no representations that it will publish or make available on the Site any User Submissions, and reserves the right, in its sole discretion, to refuse to allow any User Submissions on the Site, or to edit or remove any User Submission at any time with or without notice. Without limiting the generality of the preceding sentence, MealPal complies with the Digital Millennium Copyright Act, and will remove User Submissions upon receipt of a compliant takedown notice (see our “Digital Millennium Copyright Act Policy” in Section 11, below).
- License Grant by You to MealPal. You retain all your ownership rights in original aspects of your User Submissions. By submitting User Submissions to MealPal, you hereby grant MealPal and its affiliates, sublicensees, partners, designees, and assignees of the Site (collectively, the “MealPal Licensees”) a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publicly display, publish, publicly perform, and otherwise exploit your User Submissions and derivatives thereof in connection with the Site and MealPal’s (and its successors’) business, including, without limitation, for marketing, promoting, and redistributing part or all of the Site (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed.
- User Submissions Representations and Warranties. You are solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize MealPal to use all patent, trademark, copyright, or other proprietary rights in and to your User Submissions to enable inclusion and use of your User Submissions in the manner contemplated by MealPal and these Terms, and to grant the rights and license set forth above, and (ii) your User Submissions, MealPal’s or any MealPal Licensee’s use of such User Submissions pursuant to these Terms, and MealPal’s or any of MealPal Licensee’s exercise of the license rights set forth above, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) cause injury to any other person; (c) violate these Terms or any applicable law or regulation; or (d) require obtaining a license from or paying fees or royalties to any third party for the exercise of any rights granted in these Terms, including, by way of example and not limitation, the payment of any royalties to any copyright owners, including any royalties to any agency, collection society, or other entity that administers such rights on behalf of others. MealPal may, but is not obligated to, monitor and edit or remove any activity or content, including but not limited to content that MealPal determines in its sole discretion to be violative of the standards of this Site. MealPal takes no responsibility and assumes no liability for any User Submissions. .
- Inaccurate or Offensive User Submissions. You understand that when using the Site, you may be exposed to User Submissions from a variety of sources and that MealPal does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST MEALPAL WITH RESPECT THERETO.
- Feedback. If you provide MealPal with any comments, bug reports, feedback, or modifications proposed or suggested by you to the Site (“Feedback”), MealPal shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Site. You hereby grant MealPal a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose.
- DIGITAL MILLENNIUM COPYRIGHT ACT POLICY.
MealPal has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act, the text of which may be found athttp://lcweb.loc.gov/copyright/legislation/dmca.pdf. The address of the Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this policy.
Procedure for Reporting Copyright Infringement: If you believe that material or content residing on or accessible through Company’s websites or services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
- Identification of works or materials being infringed;
- Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;
- Contact information about the notifier including address, telephone number and, if available, e-mail address;
- A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
- A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
Please contact the Designated Agent to Receive Notification of Claimed Infringement for Company at [email protected] or at:
MealPal Legal Department, 264 W. 40th Street, Unit 1303, New York, NY 10018.
- OWNERSHIP; PROPRIETARY RIGHTS.
The Site is owned and operated by MealPal. The visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), services, and all other elements of the Site provided by MealPal (“Materials”) are protected by the copyright, trade dress, patent, and trademark laws of the United States, Canada, the United Kingdom, Australia, France, and other countries, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any content uploaded by you, all Materials contained on the Site are the copyrighted property of MealPal or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to MealPal or its affiliates and/or third-party licensors. Except as expressly authorized by MealPal, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. The use, copying, sale, leasing, renting, lending, distribution, modification, downloading, creating of derivative works, posting or publication by you, directly or indirectly, of any of the Site Materials, or any other use of such content, except pursuant to the express limited grant of rights hereunder, is strictly prohibited.
- THIRD-PARTY SITES, PRODUCTS AND SERVICES; LINKS.
The Site may include links or access to, and/or integration with, other web sites or services (“Linked Sites”) solely as a convenience or additional service for users. MealPal does not endorse any such Linked Sites or the information, material, products, or services contained on other linked sites or accessible through other Linked Sites. Furthermore, MealPal makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Site are solely between you and such advertiser. YOU AGREE THAT MEALPAL WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SITE.
- APPLE DEVICE AND APPLICATION TERMS.
If you are accessing the Site via an application on a device provided by Apple, Inc. (“Apple”) or an application obtained through the Apple App Store, the following shall apply:
- Both you and Apple acknowledge that these Terms are concluded between you and MealPal only, and not with Apple, and that Apple is not responsible for, does not endorse, and is not involved in the application;
- The application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Site for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Site;
- You will only use the application in connection with an Apple device that you own or control;
- You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the application;
- In the event of any failure of the application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the application;
- You acknowledge and agree that MealPal, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the application;
- You acknowledge and agree that, in the event of any third party claim that the application or your possession and use of the application infringes that third party’s intellectual property rights, MealPal, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
- You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
- Both you and MealPal acknowledge and agree that, in your use of the application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
- Both you and MealPal acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.
Except as explicitly stated otherwise, legal notices will be served, with respect to MealPal, on MealPal national registered agent, and, with respect to you, to the email address you provide to MealPal during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice will be deemed given three days after the date of mailing.
- DISCLAIMERS; NO WARRANTIES.
MEALS, AND OTHER NON-MEALPAL PRODUCTS AND SERVICES OFFERED VIA THE SITE, ARE OFFERED AND PROVIDED BY THIRD PARTIES, NOT MEALPAL. MEALPAL HAS NO CONTROL WHATSOEVER OVER THE COMPOSITION, PREPARATION, QUALITY, OR SAFETY OF ANY MEALS OR OTHER NON-MEALPAL PRODUCTS, OR OVER THE PREMISES, SERVICES, OR PERSONNEL OF ANY THIRD PARTIES. YOUR SELECTION, COLLECTION, AND USE OF MEALS, YOUR USE OF NON-MEALPAL PRODUCTS AND SERVICES, AND YOUR ENGAGEMENT WITH ANY THIRD PARTIES IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL MEALPAL BE LIABLE FOR ANY ACT, REPRESENTATION, ERROR OR OMISSION BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY WHICH ARISES OUT OF OR IS ANY WAY CONNECTED WITH A MEMBER’S VISIT TO A MERCHANT, A MEMBER’S USE OF OR CONSUMPTION OF A MEAL, SERVICE, PRODUCT OR APPOINTMENT MADE THROUGH THE SITE, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY PROVIDER IN CONNECTION WITH THE SERVICES. MEALPAL IS NOT AN AGENT OF ANY THIRD PARTY PROVIDER.
THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MEALPAL, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND PARTNERS, DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
WITHOUT LIMITING THE FOREGOING, MEALPAL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS (I) THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, (II) THAT DEFECTS WILL BE CORRECTED, (III) THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) REGARDING THE USE OF THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY MATERIAL OR DATA THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
CERTAIN STATE AND PROVINCE LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
- WAIVER AND RELEASE.
You understand and acknowledge that MealPal is not a restaurant or food provider or other service provider and that any meals you consume in connection with your MealPal membership are entirely sourced and prepared by the applicable Merchant and not in any way by MealPal. Although MealPal endeavors to select Merchants that offer inventory that is of high quality, MealPal has no control over, and is in no way responsible for, the quality of any meals or service.
Therefore, to the fullest extent permitted by law, you release, indemnify, and hold harmless MealPal, its parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns, from any and all responsibility, claims, actions, suits, procedures, costs, expenses, damages and liabilities arising out of or in any way related to your participation in or use of your MealPal membership, including with respect to bodily injury, physical harm, illness, death or property damage.
Section 1542 of the California Civil Code provides that:
"A general release does not extend to claims which the party does not know or suspect to exist in his or her favor at the time of executing this release, which if known by him or her must have materially affected his settlement with the other party."
YOU HEREBY EXPRESSLY WAIVE ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542 (or any statute of like effect in the jurisdiction in which you are located). This waiver extends to and includes any and all claims, liabilities, injuries, damages, and causes of action that the parties do not presently anticipate, know, or suspect to exist, but that may develop, accrue, or be discovered in the future.
- INDEMNIFICATION; HOLD HARMLESS.
You agree to indemnify, defend, and hold MealPal, its affiliated companies, and its suppliers and partners harmless from any claims, losses, damages, liabilities, including attorneys’ fees, arising out of your misuse of the Site, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants.
- LIMITATION OF LIABILITY AND DAMAGES.
UNDER NO CIRCUMSTANCES WILL MEALPAL OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), STRICT LIABILITY, OR ANY LEGAL OR EQUITABLE THEORY, EVEN IF MEALPAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN STATE AND PROVINCE LAWS MAY NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY OR FOR THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, MEALPAL’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
MEALPAL’S LIABILITY TO YOU IS LIMITED TO $50 USD OR THE AMOUNTS, IF ANY, PAID BY YOU TO MEALPAL UNDER THIS AGREEMENT IN THE THREE MONTHS IMMEDIATELY PRIOR TO THE EVENT FIRST GIVING RISE TO THE CLAIM, WHICHEVER IS MORE. THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- ARBITRATION AGREEMENT
PLEASE READ THE FOLLOWING CAREFULLY:
- Arbitration. This Arbitration Agreement facilitates the prompt and efficient resolution of any disputes that may arise between you and MealPal. Arbitration is a form of private dispute resolution in which parties to a contract agree to submit their disputes and potential disputes to a neutral third person (called an arbitrator) for a binding decision, instead of having such dispute(s) decided in a lawsuit, in court, by a judge or jury trial. You have the right to opt-out of this Arbitration Agreement (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.
Please read this Arbitration Agreement carefully. It provides that all disputes between you and MealPal shall be resolved by binding individual arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, className actions). EXCEPT AS OTHERWISE PROVIDED, ENTERING INTO THIS ARBITRATION AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHT TO LITIGATE CLAIMS IN COURT AND ALL OPPORTUNITY TO BE HEARD BY A JUDGE OR JURY. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Arbitration Agreement and can award the same damages and relief as a court (including attorney’s fees).
For the purpose of this Arbitration Agreement, “MealPal” means MealPal and its parents, subsidiaries, and affiliated companies, and each of their respective officers, directors, employees, and agents.
You understand and agree that, by entering into this Arbitration Agreement, you and MealPal are each agreeing to arbitration instead of the right to a trial before a judge or jury in a public court. In the absence of this Arbitration Agreement, you and MealPal might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including className actions). Except as otherwise provided below, you give up those rights. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited in arbitration. The right to appellate review of an arbitrator’s decision is much more limited than in court, and in general an arbitrator’s decision may not be appealed for errors of fact or law. YOU AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES BETWEEN YOU AND MEALPAL (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH MEALPAL, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS, YOUR USE OF THE SITE, AND/OR RIGHTS OF PRIVACY AND PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND MEALPAL HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms must be filed within one (1) year after such claim of action arose or be forever banned.
- Pre-Arbitration Dispute Resolution. For all Disputes, whether pursued in court or arbitration, you must first give MealPal an opportunity to resolve the Dispute. You must commence this process by mailing written notification to MealPal, Legal Department, 264 W. 40th Street, Unit 1303, New York, NY 10018. That written notification must include (1) your name, (2) your address, (3) a written description of the Dispute, and (4) a description of the specific relief you seek. If MealPal does not resolve the Dispute to your satisfaction within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.
- Exclusions From Arbitration And Your Right To Opt Out. Notwithstanding the above, you may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court in your state of residence; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Arbitration Agreement by mailing written notification to MealPal, Legal Department, 264 W. 40th Street, Unit 1303, New York, NY 10018. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with MealPal through arbitration. Your decision to opt-out of this Arbitration Agreement will have no adverse effect on your relationship with MealPal. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.
- Arbitration Award. The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator shall make any award in writing but need not provide a statement of reasons unless requested by a party. Such award by the arbitrator will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
- Location of Arbitration. You may initiate arbitration in either New York, New York, or in the federal judicial district that includes your address that you provide in your written notification of Pre-Arbitration Dispute Resolution. In the event that MealPal initiates an arbitration, it may only do so in the federal judicial district that includes your address that you provide in your written notification of Pre-Arbitration Dispute Resolution.
- Payment of Arbitration Fees and Costs. MealPal will pay all arbitration filing fees and arbitrator’s costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with MealPal as provided in the section above titled “Pre-Arbitration Dispute Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover from MealPal your actual and reasonable attorney’s fees and costs as determined by the arbitrator.
- Severability. If any clause within this Arbitration Agreement (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Arbitration Agreement, and the remainder of this Arbitration Agreement will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, then this entire Arbitration Agreement will be unenforceable and the Dispute will be decided by a court.
- Continuation. This Arbitration Agreement shall survive the termination of your contract with MealPal and your use of the MealPal Site and services.
- Arbitration. This Arbitration Agreement facilitates the prompt and efficient resolution of any disputes that may arise between you and MealPal. Arbitration is a form of private dispute resolution in which parties to a contract agree to submit their disputes and potential disputes to a neutral third person (called an arbitrator) for a binding decision, instead of having such dispute(s) decided in a lawsuit, in court, by a judge or jury trial. You have the right to opt-out of this Arbitration Agreement (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.
- Choice of Law; Forum. These Terms shall be governed in all respects by the laws of the State of New York, without regard to conflict of law provisions. You agree that any claim or dispute you may have against MealPal must be resolved by a court located in New York, except as otherwise agreed by the parties or as described in the Arbitration Agreement paragraph above. You agree to submit to the personal jurisdiction of the courts located within New York, New York for the purpose of litigating all such claims or disputes.
- Assignment. We may assign, transfer, delegate, or sublicense our rights and obligations under these Terms. The Terms will inure to the benefit of our successors, assigns and licensees. You may not assign, transfer, delegate, or sublicense your rights and obligations under these Terms.
- Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions or limited to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
- Force Majeure. MealPal shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
- Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
- Claims; Statute of Limitations. YOU AND MEALPAL AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
- Disclosures. The services hereunder are offered by MealPal, Inc., located at: 264 W. 40th Street, Unit 1303, New York, NY 10018 and email:[email protected]. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
- Waiver. No waiver of any of these Terms by MealPal is binding unless authorized in writing by an executive officer of MealPal. In the event that MealPal waives a breach of any provision of these Terms, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of these Terms and will in no manner affect the right of MealPal to enforce the same at a later time.