Legal Notice
(Terms and Conditions,
Privacy Policy)

Terms & Conditions

GivingSpoon and Moonrover Consulting Inc. (“GivingSpoon,” “Moonrover”, “Moonrover Consulting”, “we,” “our,” or “us”) owns and operates certain websites, including related subdomains; mobile applications (“App”); application program interfaces; and other tools, technology and programs (collectively, the “Platform”). 

This Agreement creates a contract between you and us that governs your access and use of the Platform and our associated services (all such services, together with the Platform, the “Services”). We may also provide Additional Terms (as defined below) that are incorporated to this Agreement by reference. This means that by accessing or using the Services, you agree to all the terms and conditions of this Agreement. If you do not agree, do not access or use the Services. As used in this Agreement, “you” means any visitor, user, or other person who accesses the Services, whether or not such person registered for an Account (as defined below). 

IMPORTANT: PLEASE REVIEW THE “DISPUTE RESOLUTION” SECTION SET FORTH BELOW CAREFULLY, AS IT INCLUDES PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS. THIS SECTION INCLUDES A CLASS ACTION WAIVER AND JURY TRIAL WAIVER THAT APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.  BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

What does the Platform do?

The Platform diverts the surplus food that restaurants may have with people at homeless shelters in need of food. Food items are delivered through the Platform from restaurants or other patrons of food in select cities in the United States where GivingSpoon provides the Services (collectively, the “Donors” or “Donor Restaurants”). GivingSpoon and Moonrover Consulting Inc. are not  restaurants and do not own, operate, or manage any food preparation or food service business. The Donors available on our Platform operate independently of GivingSpoon and Moonrover Consulting Inc.. Donors are required to comply with federal, state, and local laws, rules, regulations, and standards pertaining to the preparation, sale, and marketing of food, including, without limitation, food preparation and safety and menu disclosure. GivingSpoon and Moonrover Consulting Inc. are not liable or responsible for Donors’ food preparation or safety (including during delivery) and do not verify their compliance with all applicable laws. In addition, GivingSpoon and Moonrover Consulting Inc. do not guarantee the quality of food provided by the Donors, nor does it guarantee the services provided by them. GivingSpoon and Moonrover Consulting Inc. do not verify, and is not liable or responsible for, information provided by Donors regarding their food, including, without limitation, any menu- or Donor-level descriptors, disclosures, photographs or images displayed through the Platform or elsewhere (e.g., on the Donor’s own website or other third-party site or service) reflecting the food prepared by the Donors or delivered by Volunteers (as defined below). GivingSpoon and Moonrover Consulting Inc. are also not delivery companies, courier services, shipping services, or parcel delivery services. Deliveries are provided by GivingSpoon’s network of independent volunteers (“Volunteers”). Volunteers are not actual agents, apparent agents, ostensible agents, or employees of GivingSpoon or Moonrover Consulting in any way. Rather, Volunteers are required to comply with all applicable federal, state, and local laws, rules and regulations, including, without limitation, traffic laws, requirements of the applicable motor vehicle agency, and any applicable insurance requirements. 

Each Donor, Volunteer and Beneficiary must create an account on the Platform to access or use the Services (“Account”). Eligibility to participate in GivingSpoon’s Platform as a Donor, Volunteer or Beneficiary may be subject to an approval process as reasonably determined by GivingSpoon in its sole discretion. Information collected throughout the approval process is subject to GivingSpoon’s Privacy Policy.

Claiming food packages

Donors may donate food items by mentioning on the Platform the available food items for pickup.  If a Beneficiary chooses to claim a donated food item delivered to the Beneficiary, the Beneficiary will select the donated food items on the Platform (a “Claim”). Once a Claim has been placed, a Volunteer may choose to fulfill the Claim by choosing to deliver it through the Platform. 

For Donors using the platform 

Donors should comply with all applicable laws and regulations, including food safety and hygiene regulations and applicable licensing requirements.  Donors shall ensure that all food items are securely packaged for delivery to avoid injury to the Volunteer, or the person receiving the food items on opening the packages, and labeled with any applicable safety warnings or any special use or storage instructions. Either through the app or through the package, donors shall provide a description of the content of the packaged food item(s) for each Claim, including whether the package contains common allergens or implicate other common dietary restrictions. Donors and their staffs are expected to exercise good judgment and be understanding of and courteous toward the Volunteers, including by providing a safe area for collecting the packages and ensure package is delivered to volunteers within a reasonable time

For volunteers using the platform

Use of the Platform as a Volunteer requires that you create an Account by providing certain personal information. You agree to provide true, accurate, current, and complete information about yourself as prompted by the registration form and maintain and promptly update the personal information you provide to ensure that it remains true, accurate, current, and complete. The information we collected will be subject to our Privacy Policy. You are responsible for maintaining the confidentiality and security of your Account and password, and for all activities and any other actions that occur under or are taken in connection with your password or Account. As a Volunteer with GivingSpoon, you shall maintain the quality of service to continue using the Platform. GivingSpoon reserves the right to deactivate your access if your service falls below a certain standard and other factors in good faith.  Factors that will be taken into consideration include, but are not limited to: 

• If repeated complaints or serious complaint(s) from Beneficiaries or Donors, including that the delivery service was incomplete, unprofessional, or otherwise violative of GivingSpoon’s policies; and 
• If the Volunteer has repeatedly missed the estimated pickup time frame or delivery time frame for a Claim.
• If the Volunteer has not delivered on confirmed orders or cancelled.

Volunteers should verify claims/ packages at the time of pickup  and confirm Volunteers should deliver packages safely and in accordance with relevant safety standards. For example, Volunteers are prohibited from tampering with or opening any packages in any Order. If a Donor outlines certain delivery guidelines that promote food safety, adhere to regulatory guidance, or accommodate Beneficiary’s reasonable request, the Volunteer is expected to follow such delivery guidelines. Volunteers are expected to keep their vehicles maintained and in good operating condition and drive safety when delivering claims/ packages. If you are unable to find anyone at a Beneficiary’s location to accept an Order when delivering, you can call or message them using the details available in the App or on their website. 

For Beneficiaries using the platform who are ordering Claims through a “Volunteer” 

By accessing the Platform, food pantries and other such nonprofit charities dedicated to providing food to those in need (each, a “Beneficiary”) agree and acknowledge that GivingSpoon and Moonrover Consulting Inc. shall not be liable or otherwise responsible for any acts, omissions, errors or misrepresentations of any Donor. By accessing the Platform, Beneficiaries also agree and acknowledge that GivingSpoon and Moonrover Consulting shall not be liable or otherwise responsible for, the delivery services or the Orders provided to Beneficiaries by any Volunteer, or any acts, omissions, errors or misrepresentations made by any Volunteer. Each Beneficiary may only create and hold one Account on GivingSpoon’s Platform for the Beneficiary’s organizational use. Any authorized representative of a Beneficiary (a “Beneficiary Representative”) may need to submit certain information and documents (e.g., name, official website, contact information) about the Beneficiary for us to verify the identity of the Beneficiary. The information we collected will be subject to our Privacy Policy. Each Beneficiary Representative agrees to (a) provide true, accurate, current, and complete information about the Beneficiary and (b) maintain and promptly update the information provided to keep it true, accurate, current, and complete. The Beneficiary Representative using the Platform on behalf of the Beneficiary represents and warrants that the Beneficiary Representative has the authority to bind the Beneficiary to this Agreement, and the Beneficiary Representative agrees to be bound by this Agreement on behalf of the Beneficiary.

The Platform will not show an estimated package (claim) arrival time that is calculated based on the estimated delivery route. Beneficiaries may provide necessary delivery instructions to the Volunteer—e.g., if the package shall be handed over to a person, gate codes, and other instructions.  Beneficiaries shall promptly receive packages, taking into account any relevant instructions or other information that the Donor may have placed on the packaging, and distribute the package in furtherance of the organizations’ goals and missions. 

For Beneficiaries using the platform who are ordering Claims through/ for “self-pickup” 

The Beneficiary has an option to pick up the claim themselves instead of availing the services of a Volunteer. If the Beneficiary chooses to pick up the claim themselves, indicated by the “Self-Pickup” option in the Platform, they shall maintain the quality of service to continue using the Platform. GivingSpoon reserves the right to deactivate your access if your actions fall below a certain standard and other factors in good faith.  Factors that will be taken into consideration include, but are not limited to: 

• If repeated complaints or serious complaint(s) from Donors, including that the pickup process was incomplete, unprofessional, or otherwise violative of GivingSpoon’s policies; and 
• If the Beneficiary has repeatedly missed the estimated pickup time frame or delivery time frame for a Claim.

At the time of pickup, Beneficiaries should verify that claims/ packages have been acquired and confirm that the Claim/packages have been handled safely and in accordance with relevant safety standards. For example, Beneficiaries are prohibited from tampering with or opening any packages in any Claim prior to confirming that the pickup has been completed. If a Donor outlines certain delivery guidelines that promote food safety, the Beneficiary must adhere to regulatory guidance.

General terms & conditions

If you provide any information that is untrue, inaccurate, not current or incomplete, or if GivingSpoon has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, or if we believe that you have breached this Agreement, GivingSpoon has the right to immediately suspend your Account. We may, in our sole discretion, terminate your Account and block you from any further use of the Services and terminate this Agreement with you. You are responsible for maintaining the confidentiality and security of your Account including your password. You are also responsible for all activities or any other actions that occur under or that are taken in connection with your Account. You agree to immediately notify GivingSpoon of any known or suspected unauthorized use(s) of your password or Account, or any known or suspected breach of security, including, without limitation, loss, theft, or unauthorized disclosure of your password or any other confidential or sensitive information. GivingSpoon will not be liable or otherwise responsible for any injury, loss, or damage of any kind arising from or relating to your failure to comply with the foregoing or for any acts or omissions by you or someone else who is using your Account or password. Notwithstanding anything to the contrary herein, you must be 16 years or older in order to use the Services (including accessing the Platform). 

Materials and licenses 

With the exception of Your Content (defined below), the Platform and everything on it, including, without limitation, text, photos, videos, graphics and software, (collectively, the “Materials”) is owned by or licensed to GivingSpoon and Moonrover Consulting Inc. The Platform and the Materials are protected by copyright, trademark, trade dress, domain name, patent, trade secret, international treaties, and other intellectual or proprietary rights and laws of the United States and other countries. Except as otherwise indicated on the Platform and except for the intellectual property of other companies that are displayed on the Platform, all intellectual property, such as trademarks, service marks, logos, trade dress, and trade names are proprietary to GivingSpoon, including, without limitation: GIVINGSPOON, Moonroverconsulting.com. Accordingly, you are not authorized to download, remove, transmit, alter, reproduce, modify, distribute, exploit, sell, lease, obscure, decompile, reverse engineer, or disassemble, any content or any trademark or copyright notice from the Platform, including, without limitation, the Materials. If you do any of the aforementioned, GivingSpoon or Moonrover Consulting Inc. will not be responsible in any way for any damage to your computer system or loss of data that results from such download. Please also be advised that GivingSpoon & Moonrover Consulting Inc. enforces its intellectual property rights to the fullest extent of the law.  Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Platform for your noncommercial use, solely as expressly permitted by this Agreement and subject to all the terms and conditions of this Agreement, all applicable intellectual property laws, and any Additional Terms (as defined below) contained on the Platform. Any other use of the Platform is strictly prohibited. Nothing contained on the Platform or Materials should be interpreted as granting to you any license or right to use any of the Materials (other than as provided herein) or third-party proprietary content on the Platform without the express written permission of GivingSpoon or the relevant third-party owner, as applicable. Any rights not expressly granted herein are reserved by GivingSpoon and GivingSpoon’s licensors.

Content on platform & conduct of all users 

I. Your Conduct 

By accessing the Platform or otherwise using the Services, you agree: 

• to comply with this Agreement and all applicable laws, rules and regulations in connection with your use of the Platform and Services, including, without limitation, laws regarding online conduct and Your Content (as defined below); 
• not to use the Platform or Services for any commercial or other purposes that are not expressly permitted by this Agreement or in a manner that falsely implies our endorsement, partnership or otherwise misleads others as to your affiliation with us; 
• not to access the Platform or Services using a third party’s account/registration without the express consent of the Account holder and not to attempt to impersonate another user, person or organization; 
• not to avoid, bypass, remove, deactivate, impair, descramble, or attempt, through any means, to circumvent any technological measure implemented by GivingSpoon to protect the Platform, or otherwise attempt to gain unauthorized access to any part of the Platform or any Service, other Account, computer system, or network connected to any GivingSpoon server or system; 
• not to use the Platform or Services in any manner that could damage, disable, overburden, or impair the Platform, any GivingSpoon server, or the network(s) connected to any GivingSpoon server, or interfere with any other person’s use and enjoyment of the Platform; 
• not to advertise to, or solicit, any Donor, Beneficiary, or Volunteer or anyone else to buy or sell any products or services, or use any information obtained from the Platform or the Services in order to contact, solicit, or advertise or sell to any Donor, Beneficiary, or Volunteer or anyone else, in each case, unless specifically authorized in writing by GivingSpoon; 
• not to conduct any scraping, indexing, surveying, data mining, or any other kind of systematic retrieval of data or other content from the Platform; 
• not to create or compile, directly or indirectly, any collection, compilation, database, or directory from the Platform or Materials; 
• not to create Ratings for or with any commercial or other purpose or intent that does not in good faith comport with the purpose or spirit of the Platform; 
• not to harass, annoy, intimidate, threaten or engage in any racist, sexist, or other behavior that GivingSpoon finds objectionable to any GivingSpoon employees, contractors, or other personnel engaged in providing any portion of the Services and not to engage in any other behavior that GivingSpoon deems inappropriate when using the Platform or Services; 
• not to engage in any criminal or tortious activity, including, without limitation, fraud, spamming (e.g., by email or instant message), sending of viruses or other harmful files, harassment, stalking, copyright infringement, patent infringement, or theft of trade secrets or otherwise deleting the copyright or other proprietary rights notice from any of the Materials or from any portion of the Platform or the Services; 
• not to rent, lease, redistribute, sell, sublicense, decompile, reverse engineer, disassemble, or otherwise reduce the Platform or the Materials, in whole or in part, to a human-perceivable form for any purpose, including, without limitation, to build a product or service competitive with the Platform; and 
• not to disrupt, interfere with, or otherwise harm or violate the security of the Platform, or any Services, system resources, Accounts, passwords, servers or networks connected to or accessible through the Platform or affiliated or linked sites (including, without limitation, those of Donors or Beneficiaries). 

You agree to comply with the above conduct requirements and agree not assist or permit any person in engaging in any conduct that does not comply with the above conduct. In the event that GivingSpoon believes that you have breached any of the above conduct requirements, GivingSpoon reserves the right to suspend or permanently terminate your Account at our sole discretion. Further, you agree that the consequences of commercial use or re-publication of Your Content (defined below) or Materials from the Platform or other violations of the foregoing proscriptions may be so serious and incalculable that monetary compensation may not be a sufficient or appropriate remedy, and that GivingSpoon will be entitled to temporary and permanent injunctive relief to prohibit such use or activity without the need to prove damages.

II. Your Content

GivingSpoon may provide interactive opportunities (i) on the Platform, including, without limitation, (ii) on social media pages maintained by GivingSpoon, as well as (iii) through other communications with you, including, without limitation, through text (“SMS”) or multimedia (“MMS”) messages (collectively, “Interactive Areas”). You represent and warrant that you are the owner of or otherwise have the right to provide all information, comments, Ratings, photographs or other materials or content that you submit, upload, post, publish, or otherwise make available to GivingSpoon through the Platform or otherwise in connection with your use of our Services, including, without limitation, information and materials provided or made available in connection with any Facebook, Google, or other third party login (“Your Content”). Your Content includes, without limitation, your username or other user profile information such as your ratings history and how long you have been a GivingSpoon diner, textual, visual, or audio content and information, whether transmitted via the Platform, SMS or MMS message, or otherwise.

III. Use of Your Content

You grant GivingSpoon an irrevocable, transferable, fully paid-up, royalty-free, perpetual, non-exclusive, worldwide license, with the right to grant sublicenses through multiple tiers of sublicensees, to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works of, distribute, or otherwise use Your Content in all forms of media now known or hereafter invented ​​for the purpose of operating, promoting, and improving our Site, business, products and services, and developing new ones (collectively, the “Uses”). The Uses include, without limitation, attributing Your Content to you on the Platform, including in Interactive Areas and other public areas on our Platform, or otherwise in connection with the Services. All Uses will be made without notification to or approval by you and without the requirement of payment to you or any other person or entity. Further, you hereby grant GivingSpoon an irrevocable, transferable, fully paid-up, royalty-free, perpetual, non-exclusive, worldwide license, with the right to grant sublicenses through multiple tiers of sublicensees, to incorporate and use any of your suggestions, input, or other feedback relating to the Platform or the Services (collectively, the “Feedback”) for any purpose without notice to, approval by, or compensation to you. 

You further understand and agree that you may be exposed to third-party content that is inaccurate, objectionable, or otherwise unsuited to your purpose. GivingSpoon and its parents, subsidiaries, affiliates, and each of their officers, directors, employees, successors, assigns, licensors, licensees, designees, business Beneficiaries, contractors, agents and representatives (collectively, the “Released Parties”) will not be responsible for, and you hereby expressly release the Released Parties from any and all liability for the action of any and all third parties with respect to Your Content, or for any damages you allege to incur as a result of or relating to any third-party content.

IV. Conduct within Interactive Areas

By distributing your food package, you agree to follow the standards of conduct below, and any additional standards that may be stated on the Platform. We expect your cooperation in upholding our standards. You are responsible for all of Your Content. You agree that your package will not:

• be unlawful, harmful to adults or minors, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, profane, offensive, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; 
• have a commercial, political, or religious purpose; 
• be false, misleading, or not created or provided in good faith; 
• infringe any patent, trademark, trade secret, copyright, right of privacy or publicity, or other proprietary rights of any person or entity; 
• be illegal or promote illegal activity; 
• contain confidential information belonging to a third party; 
• contain unauthorized advertising or solicit or otherwise direct users to a business other than those on the Platform; or
• be intended to interrupt, destroy, or limit the functionality or integrity of any computer software, hardware, or Materials on the Platform or other websites.

We do our best to encourage civility and discourage disruptive communication on the Platform. We also do our best to discourage communications that incite others to violate our standards. GivingSpoon may monitor any and all use of the Platform, including, without limitation, interactions between our users; however, we are under no obligation to do so. We may manage the Platform in a manner intended to protect our property and rights and to facilitate the proper functioning of the Platform. If any of Your Content or conduct on our Platform (a) violates our standards, or any other terms of this Agreement, (b) interferes with other peoples’ enjoyment of the Materials or our Platform or Services, or (c) is inappropriate in our judgment, we reserve the right, in our sole discretion and without notice to you, (i) to change, delete or remove, in whole or in part, any of Your Content, (ii) to terminate or suspend access to any Interactive Areas or any other part of our Platform, or (iii) to terminate or suspend your Account, in each case, with or without notice. GivingSpoon will cooperate with local, state, and federal authorities to the extent required by applicable law in connection with Your Content.

Communication 

When you use the Services, or send emails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. When you use the Services, you may also initiate a call or text message to contact the other user. You consent to receive communications from us and from other users (as described above) electronically, such as via email, text, mobile push notification, or other messages through the Services, and you agree that all agreements, notices, disclosures, and other communications that are provided to you through the Services electronically satisfy any legal requirement that such communications be in writing. You agree to keep your contact information, including email address, current. This subparagraph does not affect any statutory rights that you may have. 

Throughout the course of the initiation of a claim to completion of the delivery of that Order, the Donor, the Volunteer and the Beneficiary may receive text messages auto-generated from the Platform, informing the status of the Order. Standard data and message rates may apply for SMS and MMS messages, whether you send or receive such messages. Standard call rates may apply for phone calls, whether you initiate or receive phone calls. Please contact your mobile phone carrier for details. Your mobile phone carrier (e.g., T-Mobile, AT&T, Verizon, etc.) is not liable for delayed or undelivered messages. 

App Store terms

You acknowledge and agree that (i) in addition to the terms of this Agreement, your use of the App must comply with the terms of the App Store from which you may have downloaded the app (i.e., the Apple App Store); (ii) the companies operating the App Stores (i.e., Apple) have no liability or other responsibility for the App; and (iii) the App Store operators are intended third-party beneficiaries of this Agreement. 

DISCLAIMER

THE PLATFORM, THE SERVICES, THE MATERIALS, AND ALL OTHER CONTENT ON THE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GIVINGSPOON DISCLAIMS, WITH RESPECT TO THE SERVICES, THE PLATFORM, THE MATERIALS AND ALL OTHER CONTENT ON THE PLATFORM, ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. GIVINGSPOON & MOONROVER CONSULTING INC. DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, THE SERVICES, THE MATERIALS OR THE OTHER CONTENT ON THE PLATFORM WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM, THE SERVICES, THE MATERIALS, OR OTHER CONTENT ON THE PLATFORM ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. GIVINGSPOON OR MOONROVER CONSULTING INC. DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE SERVICES, THE MATERIALS, OR ANY OTHER CONTENT ON THE PLATFORM IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE SAFETY, QUALITY, OR TIMING OF A DELIVERY ORDERED ON THE PLATFORM, OR THE FOOD OR OTHER PRODUCTS DELIVERED. YOU (AND NOT GIVINGSPOON OR MOONROVER CONSULTING INC.) ASSUME THE ENTIRE COST (IF ANY) OF USING THE SERVICES, INCLUDING ANY DATA CHARGES THAT MAY APPLY WITH RESPECT TO YOUR USE OF THE APP OR OTHER COMPONENTS OF THE PLATFORM. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU.

GIVINGSPOON OR MOONROVER CONSULTING INC. SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND GIVINGSPOON’S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. GIVINGSPOON OR MOONROVER CONSULTING INC. IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

GIVINGSPOON RELIES UPON DONORS TO PROVIDE ACCURATE ALLERGEN AND DIETARY INFORMATION AND GENERAL PRODUCT SAFETY. GIVINGSPOON OR MOONROVER CONSULTING INC. DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE THROUGH THE SERVICES 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 RATINGS. ALL DESCRIPTION OF THE FOOD BEING CLAIMED IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK, INCLUDING, WITHOUT LIMITATION, NUTRITIONAL AND ALLERGEN INFORMATION.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL GIVINGSPOON OR MOONROVER CONSULTING INC. BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE, OR OTHER ECONOMIC ADVANTAGE), EVEN IF GIVINGSPOON OR MOONROVER CONSULTING INC. HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF A WARRANTY, CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER ACTION OF ANY TYPE THAT IN ANY MANNER ARISES OUT OF OR IN CONNECTION WITH THE PLATFORM OR THE SERVICES PROVIDED ON OR THROUGH THE PLATFORM OR BY GIVINGSPOON.

GIVINGSPOON AND MOONROVER CONSULTING INC. ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR ELECTRONIC EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, BROWSING OF, OR DOWNLOADING OF ANY MATERIAL FROM THE PLATFORM. GIVINGSPOON AND MOONROVER CONSULTING INC. ASSUME NO RESPONSIBILITY OR LIABILITY IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION, CONTENT, PRODUCTS, SERVICES, OR MATERIAL AVAILABLE ON OR THROUGH THE PLATFORM, AS WELL AS ANY THIRD-PARTY WEBSITE PAGES OR ADDITIONAL WEBSITES LINKED TO THIS PLATFORM, FOR ANY ERROR, DEFAMATION, LIBEL, SLANDER, OMISSION, FALSEHOOD, OBSCENITY, PORNOGRAPHY, PROFANITY, DANGER, INACCURACY CONTAINED THEREIN, OR HARM TO PERSON OR PROPERTY CAUSED THEREBY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL GIVINGSPOON OR MOONROVER CONSULTING INC.’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN WARRANTY, CONTRACT, NEGLIGENCE, TORT OR ANY OTHER ACTION OF ANY TYPE EXCEED TEN U.S. DOLLARS ($10) IN THE AGGREGATE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.  TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU MUST PROVIDE NOTICE OF ANY DISPUTE, CLAIM, OR CONTROVERSY TO GIVINGSPOON WITHIN ONE YEAR OF ITS ACCRUAL OR IT IS FOREVER WAIVED AND TIME BARRED.  

YOU ACKNOWLEDGE THAT GIVINGSPOON IS PROVIDING THE SERVICES FREE OF CHARGE. YOU AND GIVINGSPOON AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU AND GIVINGSPOON AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE FAIR AND REASONABLE. EXCEPT AS MAY BE OTHERWISE PROVIDED FOR IN THIS SECTION, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DAMAGE ARISING OUT OF YOUR USE OF THE SITE IS TO DISCONTINUE USING THE PLATFORM AND SERVICES, WHICH YOU MAY DO AT ANY TIME.

THIRD PARTY LINKS AND SERVICES

The Platform may contain links to websites and services (e.g., Apple Maps) that are owned, controlled, developed, sponsored or maintained by third parties and which may be subject to additional terms and conditions (“Third Party Services”). If you click on a link to or otherwise access a Third Party Service, GivingSpoon will not warn you that you have left the Services or Platform or that you are subject to the terms and conditions of another website or third-party service provider. GivingSpoon does not review, monitor, operate or control the Third Party Services, and GivingSpoon makes no guarantees, representations, or warranties as to, and shall have no liability for, the content, products or services available on or through or the functioning of the Third Party Services. By providing access to Third Party Services, GivingSpoon is not recommending or otherwise endorsing the products or services provided by the sponsors or owners of those websites. Your access to or use of the Third Party Services, including, without limitation, providing information, materials or other content to the Third Party Services, is entirely at your own risk. GivingSpoon reserves the right to discontinue links to or integrations with any Third Party Services at any time and for any reason, without notice.

Your use of the Platform is subject to any and all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Platform that we may post or link to on the Platform (collectively, the “Additional Terms”), such as end-user license agreements, or other agreements or rules applicable to particular features, promotions, or content on the Platform, including, without limitation, the Apple Maps Terms of Use located at https://www.apple.com/legal/internet-services/maps/terms-en.html.

Privacy policy

The terms and conditions of the Privacy Policy are incorporated into this Agreement by reference.

Termination and violation of the agreement 

Your rights under this Agreement will terminate automatically without notice if you fail to comply with any term of this Agreement. Further, GivingSpoon reserves the right, in its sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Platform or Services offered on or through the Platform (or any part thereof), including but not limited to the Platform’s functionality, user interface, and related Services. We will have no liability whatsoever on account of any change to the Platform or any suspension or termination of your access to or use of the Platform. You may terminate this Agreement at any time by deleting your Account and ceasing use of the Platform and Services provided. You may delete your Account by taking the following steps: click on ‘settings’ in the App, click on the ‘Delete My Account’ button, and confirm your intent to delete your account when prompted.

Upon termination of this Agreement for any reason or no reason, (a) your access rights will terminate and you must immediately cease all use of the Platform and Services and (b) any provision of this Agreement that contemplates or governs performance or observance subsequent to termination of this Agreement will survive the termination of this Agreement, including, without limitation, the following sections: (i) “Your Content and Conduct;” (ii) “Disclaimer;” (iii) “Limitation of Liability;” (iv) “Termination and Violations of this Agreement;” (v) “Governing Law and Venue;” (vi)“Dispute Resolution;” (vii) “Indemnification” and (viii) “Waiver and Severability.” 

GivingSpoon reserves the right to seek all remedies available at law and in equity for violations of the Agreement, including, without limitation, the right to block access to the Platform or Services from a particular Account, device or IP address.

You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement in whole or in part at any time to any entity without your notice or consent. Any purported assignment by you in violation of this section shall be null and void. This Agreement binds and insures to the benefit of each party and the party’s successors and permitted assigns.

Indemnification

You agree to indemnify and hold harmless GivingSpoon and its officers, directors, employees, agents, and affiliates (each, an “Indemnified Party”) from and against any losses, liabilities, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ and experts’ fees and expenses, that may be incurred by an Indemnified Party as a result of any third-party claim arising out of or in connection with: (i) your unauthorized use of the Services; (ii) your breach of this Agreement; (iii) your actual or alleged violation of any law, rule, regulation or this Agreement; (iv) any third party’s access or use of the Services using your GivingSpoon Account; or (v) any dispute or issue between you and any third party, including without limitation any Volunteer, Donor or Beneficiary.

Changes to the agreement 

We may modify or update the terms of this Agreement periodically and without prior notice to you. If we make a change to this Agreement, it will be effective as soon as it is posted, and the most current version of this Agreement will always be posted under the “Terms of Use” link available on the App (“Updated Terms”). In addition to posting the Updated Terms, we may elect to provide additional notice to you of the Updated Terms, such as by sending an email to you or providing a notice through the Platform or Services. You agree that you will review this Agreement periodically and check the “Effective Date” of this Agreement to stay aware of any changes. By continuing to access or use the Platform or Services after we post Updated Terms, you agree to be bound by the Updated Terms, and if you do not agree to the Updated Terms, you will stop using the Platform or accessing the Services. Except as otherwise provided in the “Dispute Resolution” section, the Updated Terms will govern any disputes between you and GivingSpoon, even if the dispute arises or involves facts dated before the “Effective Date” of the Updated Terms.

Governing Law & Venue

The terms, conditions, and policies contained in this Agreement and the legal relations between you and GivingSpoon shall be governed by and construed in accordance with the laws of the State of California, without regard to its choice or conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

You and GivingSpoon agree that any dispute, claim, or controversy that proceeds in court (except for small claims court), shall be brought and heard exclusively in the state and federal courts of Santa Clara County, California. You waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to: (i) inconvenient forum or (ii) any other basis or any right to seek to transfer or change venue of any such action to another court.

DISPUTE RESOLUTION

I. Waiver of Jury Trial.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU AND GIVINGSPOON WAIVE THE RIGHT TO A JURY TRIAL.

II.  Class Action Waiver.

YOU AND GIVINGSPOON EACH AGREE THAT ANY LITIGATION WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. YOU AND WE AGREE TO WAIVE ANY RIGHT TO BRING OR TO PARTICIPATE IN SUCH AN ACTION IN COURT TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, THE PARTIES RETAIN THE RIGHT TO PARTICIPATE IN A CLASS-WIDE SETTLEMENT.

WAIVER AND SEVERABILITY 

Any waiver by GivingSpoon of any term of this Agreement must be in writing. If any portion of this Agreement is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, modified or replaced by a valid, enforceable provision that matches the intent of the original provision as closely as possible. The remainder of this Agreement shall continue to be enforceable and valid according to the terms contained herein.

ENTIRE AGREEMENT

This Agreement, together with any amendments and any additional agreements (including Additional Terms) you may enter into with GivingSpoon & Moonrover Consulting Inc. in connection with the Platform and the Services hereunder, shall constitute the entire agreement between you and GivingSpoon concerning the Platform, any Claims placed through the Platform, and the Services hereunder.

Contact

If you have any questions regarding this Agreement or the Platform, please contact us at help@moonroverconsulting.com.