Last Updated: October 12, 2017

 

BY USING THE PLATFORM (AS THAT TERM IS DEFINED BELOW), YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 3 BELOW TITLED “CHANGES TO THESE TERMS OF USE AND PLATFORM”. THE TERM “YOU” REFERS TO THE PERSON OR ENTITY VISITING THE WEBSITE (AS THE TERM IS DEFINED BELOW) OR ACCESSING OR OTHERWISE USING THE PLATFORM. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MUST NOT USE THE PLATFORM.

1. Acceptance of Terms of Use

(a) The following terms of use, including as applicable, all Appendices (the “Terms of Use”) govern your use of: (1) our website located at test.foodmesh.ca (the “Website”) and (2) all other products or services provided by us, as described on the Website (collectively, the “Platform”).

(b) These Terms of Use form an agreement between Mesh Foods Inc. (“Mesh”, “Mesh Exchange”, “FoodMesh” “Mesh Food Exchange” “us”, “we”, “our”) and you.

2. Terms Applicable to Recipients and Suppliers

In addition to the terms and conditions set out in the main body of these Terms of Use:

(a) if you are using the Platform for the purposes of purchasing food (a “Recipient”), the provisions set out in Appendix A (Terms Applicable to Recipients) will apply and the provisions set out in Appendix B (Terms Applicable to Suppliers) will not apply;

(b) if you are using the Platform for the purposes of selling food (a “Supplier”), the provisions set out in Appendix B (Terms Applicable to Suppliers) will apply and the provisions set out in Appendix A (Terms Applicable to Recipients) will not apply; and

(c) if you are both a Recipient and a Supplier, the provisions set out in Appendix A (Terms Applicable to Recipients) will apply when you are using the Platform as a Recipient and the provisions in Appendix B (Terms Applicable to Suppliers) will apply when you are using the Platform as a Supplier.

3. Changes to these Terms of Use and Platform

(a) Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time without notice. Your continued use of the Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly for any changes.

(b) We reserve the right to change any information, material or content contained on or provided through the Platform at any time, and from time to time, without notice.

4. Usage of the Platform

(a) As a condition of being granted a right to use of the Platform, you represent, covenant and warrant that: (i) you possesses the legal authority to create a binding legal obligation; and (ii) you will use the Platform in accordance with these Terms of Use.

(b) We retain the right, at our sole discretion, to temporarily or permanently deny you access to the Platform (or any part thereof) for violation of these Terms of Use, or for failing to uphold any agreement entered into using the Platform.

5. License Grants

(a) We grant you a personal, revocable, non-exclusive, non-sublicensable and non-transferable license during the Term to use the Platform in accordance with these Terms of Use for the Permitted Use only.

(b) You grant to us a perpetual, irrevocable, royalty-free, fully paid-up and worldwide license to access, collect, store, disclose and use any data, information, records and files that you load, transmit to or enter into the Platform for the purposes of: (i) making available the Platform; (ii) developing and improving the Platform; (iii) complying with applicable law; and (iv) complying with our reasonable audit and data retention policies.

6. Ownership

We expressly reserve all rights in and to the Platform (and any part thereof) that are not specifically granted to you under these Terms of Use. You acknowledge and agree that all right, title and interest in the Platform (and any part thereof), all information, material or content provided by us to you in connection with these Terms of Use, and any update, adaptation, translation, customization or derivative work to any of the foregoing, will remain with us (or our third party suppliers, if applicable). The Platform and all materials provided by us hereunder are licensed and not “sold” to you.

7. User Accounts

You will be required to sign up for a user account (the “User Account”) using the available interfaces on the Platform and be issued with a username and password login credentials (“User ID”) in order to use the Platform and communicate with other Recipients or Suppliers through the Platform. You are responsible for keeping your User ID secure and will not share your User ID with anyone else outside your organization. You are responsible for all acts or omissions carried out under your User ID. We reserve the right to disable any User Account issued to you at any time in the event that we believe or reasonably suspect that a User ID has been used contrary to these Terms of Use or otherwise misused.

8. Privacy Policy; Privacy Warranty

(a) Please click the following link to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing personal information, and which is hereby incorporated into and forms a part of these Terms of Use: test.foodmesh.ca/privacy-policy

(b) You agree and warrant that: (i) you will, at all times, comply with all applicable laws (including all applicable privacy laws); and (ii) all information, material or content that you provide to us will contain no information about an identifiable individual or information that is otherwise subject to applicable privacy laws, including the Personal Information Protection and Electronic Documents Act (Canada) or equivalent provincial legislation (“Personal Information”), except for Personal Information in respect of which you have obtained all applicable third party consents, authority and permissions, and have made all applicable third party disclosures, in each case if and as required by applicable laws (including privacy laws), regarding all collection, storage, use, disclosure and transmission, including to us and to all applicable third parties.

9. No Unlawful or Prohibited Use

You will not, without our prior written permission, use the Platform for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to: (a) “frame”, “mirror” or otherwise incorporate the Platform or any part thereof on any commercial or non-commercial website; (b) access, monitor or copy any part of the Platform using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (c) violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform; (d) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on the Platform; (e) deep-link to any portion of the Platform for any purpose; (f) remove any watermarks, labels or other legal or proprietary notices included in the Platform; (g) modify or attempt to modify the Platform, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform; (h) use the Platform as part of any service for sharing, lending or multi-person use; (i) attempt to assist, authorise or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform; (j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform; (k) create adaptations, translations or derivative works based on the Platform, in whole or in part, or decompile, disassemble, reverse engineer or otherwise exploit any part of the Platform; (l) use the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or (m) upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, hateful, obscene, defamatory or violates any laws, in each case as determined by our sole discretion.

10. Third Party Websites

The Platform may provide links to third party websites. We do not endorse the information contained on those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked website is not under our control, and if you choose to access any such website, you do so entirely at its own risk.

11. Communications Not Confidential

We do not guarantee the confidentiality of any communications made by you through the Platform. Although we generally adhere to the accepted industry practices in securing the transmission of data to, from and through the Platform, you acknowledge and agree that we cannot and do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform.

12. General Disclaimer

USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY OR TIMELINESS OF THE PLATFORM, OR THAT THE PLATFORM IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

WE HAVE NO RESPONSIBILITY WHATSOEVER FOR THE ACTIONS OR CONDUCT OF OUR USERS (INCLUDING ANY RECIPIENTS OR SUPPLIERS). WE HAVE NO OBLIGATION TO INTERVENE IN OR BE INVOLVED IN ANY WAY IN DISPUTES THAT MAY ARISE BETWEEN USERS, RECIPIENTS OR SUPPLIERS, OR THIRD PARTIES. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING ANY PURCHASE AGREEMENT THAT YOU ENTER INTO RESTS SOLELY WITH YOU. IT IS YOUR RESPONSIBILITY TO TAKE REASONABLE PRECAUTIONS IN ALL ACTIONS AND INTERACTIONS WITH ANY PARTY YOU MAY INTERACT WITH THROUGH THE USE OF THE PLATFORM. WE MAY, BUT HAVE NO RESPONSIBILITY TO, SCREEN OR OTHERWISE EVALUATE POTENTIAL RECIPIENTS OR SUPPLIERS. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE NO CONTROL OVER THE IDENTITY OR ACTIONS OF ANY SUPPLIER OR RECIPIENT AND WE REQUEST THAT YOU EXERCISE CAUTION AND GOOD JUDGEMENT WHEN USING THE PLATFORM.

13. Limitation of Liability

(a) TYPE. IN NO EVENT WILL WE OR OUR OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS AND ASSIGNS BE LIABLE TO YOU, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE OR LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM OR ANY PURCHASE AGREEMENT.

(b) AMOUNT. TO THE EXTENT THE LIMITATION OF LIABILITY IN SECTION 13(a) OF THE MAIN BODY OF THE TERMS OF USE DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF US OR OUR OFFICERS, DIRECTORS, AFFILIATES, PARTNERS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS AND ASSIGNS IN CONNECTION WITH OR UNDER THESE TERMS OF USE, ANY PURCHASE AGREEMENT, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO ANY PURCHASE AGREEMENT EXCEED $100CDN. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

14. Indemnification

You will defend, indemnify and hold harmless us and all of our officers, directors, affiliates, partners, employees, agents, successors and assigns (collectively, the “Mesh Indemnitees”) from and against any liabilities, claims, demands, recoveries, losses, damages, fines, penalties or other costs or expenses, (including but not limited to reasonable legal and accounting fees), claimed against the Mesh Indemnitees by third parties relating to:

(a) your breach of any warranties, conditions, representations or obligations under these Terms of Use or any documents referenced herein;

(b) your violation of any applicable law (including privacy laws) or the rights of a third party (including, without limitation, privacy or intellectual property rights);

(c) your breach of or failure to perform under any Purchase Agreement; and

(d) any misrepresentations made to other Recipients or Suppliers on the Platform.

15. Term and Termination

These Terms of Use will commence on the day you first use the Platform and will continue in force until terminated by either party (the “Term”). Either party may terminate these Terms of Use as follows: (a) we may terminate these Terms of Use at any time and with immediate effect by giving 30 days prior written notice to you by email (at your current email address on file with us) or through the Platform; and (b) you may terminate these Terms of Use upon 30 days prior written notice by requesting (by email or through any then-available interfaces on the Platform) that these Terms of Use be terminated between the parties and all your User Accounts be deleted and by ceasing use of the Platform.

16. Geographic Application of the Platform

Not all of the services described on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by applicable law.

17. Governing Law and Jurisdiction

These Terms of Use will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. These laws apply to your use of the Platform, notwithstanding your domicile, residency or physical location. The Platform is intended for use only in jurisdictions where they may lawfully be offered for use.
Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Vancouver, British Columbia, Canada in all disputes arising out of or relating to the use of the Platform.

18. General Provisions

(a) These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Platform. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

(b) Either party’s failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provisions or right.

(c) If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.

(d) It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

(e) The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 5(b) (License Grant), 6 (Ownership), 8 (Privacy Policy; Privacy Warranty), 10 (Third Party Websites), 11 (Communications Not Confidential), 12 (Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 17 (Governing Law and Jurisdiction), 18 (General Provisions), 2 to 5 of Appendix A, and 2 to 5 of Appendix B.

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Appendix A – Terms Applicable to Recipients

1. Permitted Use

The Platform is provided solely (the “Permitted Use”) to: (a) enable you to search for and view the profile made available by Suppliers with the objective of entering into purchase of food (a “Purchase Agreement”); and (b) facilitate communication between you and Suppliers.

2. Additional Obligations of Recipients

(a) Without limiting any of your responsibilities under this Agreement, you are responsible for:

(i) ascertaining the identity of any Suppliers;

(ii) verifying the price of any food or items you purchase from Suppliers;

(iii) ensuring you have sufficient information relating to any health and safety risks, including ascertaining that the Supplier is, if applicable, registered or licensed with the applicable authority;

(iv) ascertaining whether the Supplier is fair, honest, reasonable or reliable;

(v) verifying all information provided by the Supplier in relation to any food items provided, including ingredients.

(b) You will promptly notify us if you have any reason to suspect that the Supplier is in breach with this Agreement or your Purchase Agreement with them, or that any profile of the Supplier is misleading, false, inaccurate or incomplete.

(c) You will update your order status on the Platform to “Complete” once you have taken receipt of any orders pursuant to any Purchase Agreement. If you fail to update the order status, the order will automatically be marked as “Complete” within 7 business days after the order has been processed.

3. Purchase Agreements with Suppliers

(a) If you would like to engage a Supplier through the Platform, you may enter into a Purchase Agreement with that Supplier by completing the check out page. By sending an order to a Supplier, you are extending an offer to enter into a contract on such terms and conditions as set out in that Supplier’s profile, including without limitation: (i) the description of the Supplier’s goods; (ii) the collection or delivery terms specified; and (iii) the stated price (the “Purchase Agreement”). Upon the Supplier clicking the “Accept” button, the Supplier has accepted your offer and the Purchase Agreement is formed. You will receive a notification through the Platform that your offer has been accepted.

(b) Notwithstanding the foregoing, you acknowledge that you are engaging directly with the Supplier and not us, and that we are not a party to and will be in no way responsible for the performance of any Supplier under any Purchase Agreement. We do not make any representations or warranties of any kind with respect to a Supplier, their food or a Purchase Agreement and you acknowledge and agree that we are not an agent or representative of you or any Supplier.

4. Payments to Suppliers

(a) Payment Processing Services. Payment processing services for the Platform are provided by Stripe Payments Canada Ltd. (the “Payment Processing Services Provider”). As a condition of us enabling payment processing services through the Payment Processing Services Provider, you agree to enter into and comply with any terms and conditions of the Payment Processing Services Provider that applies to such payment processing services and provide us with your account information with the Payment Processing Services Provider (the “User Payment Account”).

(b) Facilitation of Purchase Agreement Payments. You acknowledge and agree that you will use the payment facilities on the Platform to facilitate the payments between you and Suppliers under each Purchase Agreement (each such payment, the “Purchase Agreement Fee”). You authorize us to withdraw the Purchase Agreement Fee from the User Payment Account and deposit such fee into the applicable Supplier’s account with the Payment Processing Services Provider on your behalf.

(c) Purchase Agreement Fee Dispute. You will notify the Supplier (and not us) directly of any disagreement with any Purchase Agreement Fee (including withdrawals of incorrect amounts) and resolve such deposits directly with such Supplier. You acknowledge and agree that while we may make Purchase Agreement withdrawals on behalf of Suppliers, we are not responsible for any delayed or incorrect Purchase Agreement Fee withdrawals.

(d) Change to User Payment Accounts. It is your responsibility to promptly notify us of any changes to the User Payment Accounts and you acknowledge and agree that we will not be responsible for any incorrect or delayed payments made to the User Payment Accounts attributable to the information you have provided us in respect of the User Payment Accounts.

5. Agreements Outside of These Terms of Use

During the Term, neither you nor your agents or affiliates will enter into any agreement directly or indirectly with any Supplier for the purchase of any food, subject to the following exemptions:

(i) the agreement you are entering into with the Supplier is a Purchase Agreement; or

(ii) you were engaged in good-faith negotiations with the Supplier for the purchase of food prior to the date you first accessed the Platform.

6. Supplier Disclaimer

SUPPLIERS ARE INDEPENDENT ORGANIZATIONS AND NOT PARTNERS, AGENTS OR EMPLOYEES OF OURS. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE NO CONTROL OVER THE QUALITY OR LEGALITY OF THE FOOD THAT SUPPLIERS DELIVER. MESH DOES NOT INSPECT, CERTIFY THE CONDITION OF, OR TRANSPORT FOOD. WE ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES OR NEGLIGENCE OF ANY SUPPLIER OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKE NO RESPONSIBILITY WHATSOEVER RELATED TO ANY PURCHASE AGREEMENTS ENTERED INTO BY YOU AND ANY SUPPLIERS (INCLUDING ANY DELAYED OR INCORRECT PAYMENTS OR NON-PAYMENTS UNDER SUCH PURCHASE AGREEMENTS). WE DO NOT RECOMMEND OR ENDORSE ANY SUPPLIERS AND RECOMMEND THAT YOU PERFORM YOUR OWN DUE DILIGENCE BEFORE ENTERING INTO ANY PURCHASE AGREEMENT.

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Appendix B – Terms Applicable to Suppliers

1. Permitted Use by Suppliers

The Platform is provided solely (the “Permitted Use”) to: (a) enable to make available information about yourself and your food on the Platform, including your prices (each, a “Supplier Profile”) with the objective of marketing yourself to Recipients that are interested in entering into a Purchase Agreement with you; and (b) facilitate communication between you and Recipients.

2. Standards of Performance and Additional Obligations of Suppliers

(a) You acknowledge that your food and handling of food will satisfy all applicable governing health regulations and acknowledge that any violation of these standards will be grounds for immediate termination of this Agreement as well as an action against you for damages.

(b) You will provide reasonable care and skill in fulfilling any Purchase Agreement in a manner consistent with generally accepted standards in the industry in which you operate.

(c) You will not be misleading, deceptive or contravene any applicable consumer, health and safety and e-commerce laws and regulations.

(d) You will not supply any restricted goods.

(e) You agree to fulfill all orders to Recipients at the agreed delivery time agreed to with the Recipient pursuant to the Purchase Agreement or notify the buyer and FoodMesh of any changes to the agreed upon pick up/delivery time.

(f) You will promptly update order status on the Platform when any orders have been completed.

(g) You will promptly notify us in the event you have any reason to suspect that a Recipient has breached the terms of this Agreement or your Purchase Agreement, or that any profile of the Recipient is misleading, false, inaccurate or incomplete.

3. Purchase Agreements with Recipients

(a) A Recipient may enter into an agreement through the Platform for your services by clicking on the “Order” button . By sending you a request, the Recipient is extending into an offer to enter into a contract on such terms and conditions as set out in your Supplier Profile, including without limitation: (i) the description of your goods; (ii) your expertise and interests; and (iii) your prices (the “Purchase Agreement”). By clicking the “Accept” button, you have accept the Recipient’s offer and the Purchase Agreement is formed. The Recipient will receive a notification through the Platform that you have accepted their offer.

(b) Notwithstanding the foregoing, you acknowledge that you are engaging directly with the Recipient that receives your services and not us, and that we are not a party to and will be in no way responsible for the performance of any Recipient under any Purchase Agreement. We do not make any representations or warranties of any kind with respect to a Recipient or a Purchase Agreement and you acknowledge that we are not an agent or representative of you or any Recipient.

(c) You agree to pay us an exchange fee of 15% of all amounts payable by Recipients under all Purchase Agreements between you and any Recipient you enter into a Purchase Agreement with (the “Platform Usage Fee”). The exchange fee may be reduced with volume discounts or enterprise subscriptions.

4. Payments from Recipients

(a) Payment Processing Services. Payment processing services for the Platform are provided by Stripe Payments Canada Ltd. (the “Payment Processing Services Provider”). As a condition of us enabling payment processing services through the Payment Processing Services Provider, you agree to enter into and comply with any terms and conditions of the Payment Processing Services Provider that applies to such payment processing services and provide us with your account information with the Payment Processing Services Provider (the “User Payment Account” ).

(b) Facilitation of Purchase Agreement Fee Payments and Platform Usage Fee Payment. You acknowledge and agree that you will use the payment facilities on the Platform to facilitate the payments between you and Recipients under each Purchase Agreement (each such payment, the “Purchase Agreement Fee”). You authorize us to withdraw the Purchase Agreement Fee from the applicable Recipient’s account with the Payment Processing Services Provider and deposit an amount that is equal to the Purchase Agreement Fee minus the Platform Usage Fee, into the User Payment Account on your behalf.

(c) Platform Usage Fee Dispute. If you disagree with any Platform Usage Fee that we have deducted from a deposit into the User Payment Account, you will notify us of your disagreement within 30 days of the date that we made the deposit through the Payment Processing Services Provider. If you fail to notify us of any disagreement within such 30 day period, you will be deemed to have irrevocably accepted and agreed with such.

(d) Purchase Agreement Fee Dispute. Subject to Section 4(c), you will notify the Recipient (and not us) directly of any disagreement with any Purchase Agreement Fee and resolve such fee disputes with such Recipient. You acknowledge and agree that while we may facilitate payments in connection with Purchase Agreements, we are not responsible for any delayed or incorrect Purchase Agreement Fee deposits.

(e) Change to User Payment Accounts. It is your responsibility to promptly notify us of any changes to the User Payment Accounts and you acknowledge and agree that we will not be responsible for any incorrect or delayed payments made to the User Payment Accounts attributable to the information you have provided us in respect of the User Payment Accounts.

5. Agreements Outside of These Terms of Use

During the Term, neither you nor your agents or affiliates will enter into any agreement directly or indirectly with any Recipient for the purchase of any food, subject to the following exemptions:

(i) the agreement you are entering into with the Recipient is a Purchase Agreement; or

(ii) you were engaged in good-faith negotiations with the Recipient for the purchase of food prior to the date you first accessed the Platform.

6. Recipient Disclaimer

RECIPIENTS ARE INDEPENDENT ORGANIZATIONS AND NOT PARTNERS, AGENTS OR EMPLOYEES OF OURS. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE NO CONTROL OVER THE QUALITY OF ANY RECIPIENTS. WE ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES OR NEGLIGENCE OF ANY RECIPIENT OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKE NO RESPONSIBILITY WHATSOEVER RELATED TO ANY PURCHASE AGREEMENTS ENTERED INTO BY YOU OR ANY RECIPIENTS. WE DO NOT RECOMMEND OR ENDORSE ANY RECIPIENTS AND RECOMMEND THAT YOU PERFORM YOUR OWN DUE DILIGENCE BEFORE ENTERING INTO ANY PURCHASE AGREEMENT.