DISHPAL TERMS & CONDITIONS
DishPal Restaurant Services Corp. (hereinafter “DishPal,” “we,” “us,” or “our”) owns and operates the www.DishPal.com website, including any subdomains thereof (the “Website”), as well as any current or future DishPal mobile application (the “DishPal Platform App”). The Website and DishPal Platform App together are hereinafter collectively referred to as the “DishPal Platform.”
Please read these Terms carefully before accessing or using the DishPal Platform. By accessing or using any part of the DishPal Platform, you agree to be bound by the Terms. If you do not agree to the Terms, then you may not access or use the DishPal Platform.
PART I: GENERAL TERMS
1. Acceptance of Terms
1.2. By accessing or using the DishPal Platform, you accept the Terms and agree to the terms, conditions and notices contained or referenced herein and consent to have the Terms and all notices provided to you in electronic form. The Terms may be modified by DishPal from time to time, such modifications to be effective upon posting by us on the DishPal Platform. We shall notify you of changes to the Terms through notices on the DishPal Platform or by email, or both, and update the “Last Updated” date at the top of these Terms. To withdraw your consent, you must cease using the DishPal Platform. Please regularly check the DishPal Platform to view the most current terms
1.3. If you breach any provision of these Terms, your right to access and use the Platform shall cease immediately.
2. Scope of DishPal Platform Services
2.1. The DishPal Platform facilitates the ordering by consumers/end users of the DishPal Platform ("Customers") of food, drinks and other products (collectively "Goods") offered by restaurants and store owners through the DishPal Platform ("Vendors") and the delivery of such Goods through independently contracted couriers who are users of the DishPal Platform (the "Couriers"). Collectively, Customers, Vendors and Couriers constitute "Users" of the DishPal Platform and these Terms apply to all Users.
2.2. You acknowledge and agree that the DishPal Platform is made available to facilitate the ordering of Goods provided by Vendors that may be delivered by Couriers. You understand that DishPal’s technology and services facilitate these transactions in certain jurisdictions only and that DishPal is not a Vendor or Courier nor is DishPal responsible for fulfilling orders placed by Customers with Vendors or Couriers. When Users place or accept an order, they are entering into a contract directly with each other. DishPal is not and does not become a party to or other participant in any contractual relationship between Users.
2.3. The DishPal Platform and/or specific services may not be available at all or any times and in all or any jurisdictions. Furthermore, nothing on the DishPal Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation may be prohibited by law.
2.4. DishPal reserves the right to change or allow a third party to change any information, material or content (including, but not limited to, price, features, availability of Goods, menus, Vendors, posting and rating/reviews of Vendors) contained on or provided through the DishPal Platform (the "Content") at any time, and from time to time, without notice. For greater certainty, the Content includes the User Content (as defined below).
3. Additional Terms
3.1. In addition to these Terms, Vendors and Couriers may be subject to additional terms agreed in separate agreements with DishPal in respect of the goods/services offered by such Users. In the event of any conflict between these Terms and a separate agreement you have with DishPal, the terms of the separate DishPal agreement will govern.
3.2. For Customers, specific terms on ordering are set out in these Terms. Vendors may have additional privacy policies or statements which govern their practices in collecting, storing, using and disclosing your Personal Information when you order from them. Please read those additional privacy policies or statements carefully. You hereby represent and warrant to DishPal that you have familiarized yourself and agree with those privacy policies or statements imposed by any Vendor with whom you elect to deal through the DishPal Platform.
3.3. DishPal may from time to time implement additional guidelines and codes of conduct for use of the DishPal Platform. Any such terms will be provided to Users and will be incorporated by reference into the next version of these Terms.
3.5. The following additional terms and conditions apply to you if you are using the DishPal Platform App. You acknowledge and agree that these Terms are entered into between you and DishPal. Neither Apple, Inc. ("Apple") nor Google, Inc. ("Google") (collectively, the "Download Service Providers") are parties to these Terms nor will they have obligations with respect to the DishPal Platform App. DishPal, not Apple or Google, is solely responsible for the DishPal Platform App, including any maintenance and support, and the content thereof as set forth hereunder. However, the Download Service Providers, along with their respective subsidiaries, are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, the Download Service Provider used to obtain the DishPal Platform App will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary. If DishPal fails to conform to any applicable warranty, you may notify the Download Service Provider used to obtain the DishPal Platform App and they will refund the purchase price (if any) of the DishPal Platform App in accordance with their policies, and, to the maximum extent permitted by applicable law, the Download Service Provider used to obtain the DishPal Platform App will have no other warranty obligation whatsoever with respect to the application and, as between the Download Service Provider used to obtain the DishPal Platform App and DishPal, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to confirm to any warranty is DishPal’s responsibility. You and us both acknowledge that DishPal, not the Download Service Provider used to obtain the DishPal Platform App, is responsible for addressing any end-user or third-party claims related to the DishPal Platform App, including, but not limited to: (a) product liability claims, (b) any claim that the DishPal Platform App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar law. Further, you and us both acknowledge that, in the event of any third-party claim that the DishPal Platform App or your possession or use of the DishPal Platform App infringes on that third party’s intellectual property rights, as between DishPal and the Download Service Provider used to obtain the DishPal Platform App, the DishPal Platform App will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
3.6. To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the additional terms and conditions mentioned in this section, the more restrictive or conflicting terms and conditions mentioned in this section apply, but solely with respect to the use of Google Maps services and content, or to the DishPal Platform App if downloaded from the Apple App Store or the Google Play Store.
4. Account Registration
4.1. You can register an account (a "DishPal Account") to access and use certain features of the DishPal Platform. If you are registering a DishPal Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
4.2. You represent and warrant that all information supplied by you on the DishPal Platform (including information provided by you to create DishPal Account) is true, accurate, current, and complete. We accept no responsibility for any loss or damage to you arising from information that is not current, complete, and accurate.
4.3. You are responsible for maintaining the confidentiality and security of your DishPal Account credentials and may not disclose your credentials to any third party. You must immediately notify DishPal if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your DishPal Account. You are liable for any and all activities conducted through your DishPal Account. We accept no responsibility for loss or damage resulting from your failure to keep your information confidential or from you failing to notify us of unauthorized use of your DishPal Account.
4.4. DishPal reserves the right to deny your request for a DishPal Account (including usernames) and to disable or terminate access to any DishPal Account (including usernames) issued to you at any time in DishPal’s sole discretion. If DishPal disables access to a DishPal Account issued to you, you will be prevented from accessing the DishPal Platform, your DishPal Account details, Orders, or other information that is associated with your DishPal Account.
4.5. We may suspend or terminate your ability to access the DishPal Platform at any time for any or no reason, including, if we believe: (i) you may have violated these Terms, (ii) you may create risk or possible legal exposure for us; (iii) prolonged inactivity; or (iv) our provision of the DishPal Platform to you is no longer commercially viable. Suspension or termination may also include removal of some or all of the materials uploaded by you. We may make reasonable efforts to notify you by the email address associated with your account, through the DishPal Platform or the next time you attempt to access your account, depending on the circumstances. You acknowledge and agree that all suspensions or terminations may be made by DishPal in its sole discretion and that DishPal will not be liable to you or any third-party for any suspension or termination of your access or for the removal of any of the materials uploaded by you to the DishPal Platform. Any suspension or termination of this Agreement by DishPal will be in addition to any and all other rights and remedies that DishPal may have.
4.6. You may cease use of your DishPal Account by requesting (by email or through any then-available interfaces) that your DishPal Account be deleted, ceasing use of the DishPal Platform, and uninstalling and removing all local software components thereof, if any. If you request deletion of your DishPal Account, we may disable your DishPal Account but keep the disabled DishPal Account for fraud prevention or other lawful purposes.
5. User Content
5.3. By submitting, posting or displaying User Content on or through the DishPal Platform or otherwise to DishPal, you grant DishPal, a worldwide, non-exclusive, royalty-free, perpetual, transferable, and fully sublicensable right to use, refrain from using, remove, reproduce, modify, edit, copy, adapt, publish, translate, create derivative works from, distribute, transmit, perform display and otherwise use User Content, in whole or in part. You further grant DishPal the right (although DishPal does not have the obligation) to pursue at law any person or entity that violates your or DishPal’s rights in the User Content by a breach of these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit. For the avoidance of doubt, DishPal has no obligation to post or display any User Content on the DishPal Platform.
5.4. Through the capabilities of the DishPal Platform you may be able to provide ratings/reviews, suggestions or other feedback ("Submissions"). Submissions are a subset of User Content. In creating and posting any Submissions or other User Content you represent and warrant that you will not post or transmit to or from the DishPal Platform any material or content which does or may:
a) breach any applicable local, national or international law;
b) be unlawful or fraudulent;
c) amount to unauthorized advertising;
d) contain any defamatory, obscene or offensive material;
e) promote violence or discrimination;
f) infringe the intellectual property rights of another person;
g) breach any legal duty owed to a third party (such as a duty of confidence);
h) promote illegal activity or invade another’s privacy;
i) give the impression that they originate from us; or
j) be used to impersonate another person or to misrepresent your affiliation with another person.
You will be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of Submissions or other User Content to the DishPal Platform.
5.5. We reserve the right to remove or edit at any time any Submissions or other User Content posted, uploaded or transmitted to the DishPal Platform that we determine breaches these Terms or is otherwise objectionable or may expose us or any third parties to any harm or liability of any type, or for any reason. Any Submissions on the DishPal Platform is for informational purposes only and does not constitute advice from us. User Content may reflect the opinions of Customers who have ordered through the DishPal Platform and any statements, advice or opinions provided by such persons are theirs only. Accordingly, to the fullest extent permitted by law, DishPal assumes no responsibility or liability to any person for any User Content, including without limitation any mistakes, defamation, obscenity, omissions or falsehoods that you may encounter in any such materials.
5.6. You acknowledge that DishPal may choose to provide attribution of your Submissions (for example, listing a date, User’s name and city on a User’s rating/review that you submit) at DishPal’s discretion, and that such User Content may be visible to other Users and visitors to the DishPal Platform. By providing a rating/review you acknowledge and consent to us using your given name in association with the rating/review. All ratings/reviews that we receive may be moderated before we publish them. We may do this to make sure that ratings/reviews fit our content guidelines.
6. Permitted Use of DishPal Platform
6.1. You must have reached the age of majority in your jurisdiction in order to place Orders through the DishPal Platform as a customer or to operate as a Vendor or Courier. If you are using the DishPal Platform on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these terms of service. The term “User”, “you” or “your” refers to the individual or legal entity, as applicable, accessing or otherwise using DishPal Platform.
6.2. Subject to your compliance with these Terms, DishPal hereby grants you a personal, revocable, non-exclusive and non-transferable license to use the DishPal Platform in accordance with these Terms in the following manner depending on the type of User that you are:
a) for Customers, you may use the DishPal Platform to view menus provided by Vendors, create an Account, place orders and pay for Goods (including the delivery of Goods) (each an "Order"). You may also use feedback features of the DishPal Platform to rate, post comments, rating and reviews on Goods, Vendors, and Couriers (as applicable);
b) for Vendors, you may create an Account and use the DishPal Platform to manage the offer and fulfilment of Orders; and
c) for Couriers, you may create an Account and use the DishPal Platform to manage and fulfill requests for deliveries of Orders.
6.3. You are not permitted to use the DishPal Platform, or to assist others in using the DishPal Platform, to:
a) breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights;
b) use the DishPal Platform for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies DishPal endorsement, partnership or otherwise misleads others as to your affiliation with DishPal;
d) use the DishPal Platform in connection with the distribution of unsolicited commercial messages;
e) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behavior;
f) use, display, mirror or frame the DishPal Platform, or any individual element within the DishPal Platform, DishPal 's name, any DishPal trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the DishPal Platform, without DishPal 's express written consent;
g) dilute, tarnish or otherwise harm the DishPal brand in any way, including registering and/or using DishPal or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to DishPal domains, trademarks, taglines, or promotional campaigns;
h) use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the DishPal Platform for any purpose;
i) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by DishPal or any of DishPal's providers or any other third party to protect the DishPal Platform;
j) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the DishPal Platform;
k) take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the DishPal Platform; or
l) violate or infringe anyone else’s rights or otherwise cause harm to anyone.
6.4. DishPal retains the right, at its sole discretion, to deny access to anyone to the DishPal Platform, at any time and for any reason (or no reason at all), including, but not limited to, for violation of these Terms. You will cease and desist from any such access or use of the DishPal Platform immediately upon request by DishPal.
7. Intellectual Property
7.1. The DishPal Platform and all content contained therein (excluding User Content) is owned or licensed by DishPal and protected by copyright, trade-mark and other intellectual property laws ("DishPal Content"). DishPal expressly reserves all rights in the DishPal Platform and all materials provided by DishPal in connection with these Terms that are not specifically granted to you. You acknowledge that all right, title and interest in the DishPal Platform, all materials provided by DishPal in connection with these Terms (including the DishPal Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with DishPal (or third party suppliers or licensors, if applicable), and that the DishPal Platform and all materials provided by DishPal hereunder are licensed and not "sold" to you.
7.2. You may only use DishPal Content and other Users’ Content (e.g. menus provided by Vendors) for the applicable permitted use. If you print extracts from the DishPal Platform for your own personal, non-commercial use, you must not modify the digital or papers of such materials or use any graphics, pictures, photographs or videos separately from any accompanying text.
7.3. Any third-party trademarks, service marks or other intellectual property displayed on through the DishPal Platform are used with the authorization of the owner of the intellectual property, subject to their guidelines for use. We cannot authorize you to use, reproduce or modify any third-party intellectual property used in the DishPal Platform, and are not responsible for any loss or damage you may suffer or incur in connection with your use of any third party intellectual property for your own purpose. DishPal respects copyright law and expects its Users to do the same. If you believe that any content on the DishPal Platform infringes copyrights you own, please notify us.
8. Advertising and Third-Party Websites
8.1. If you elect to have any business dealings with anyone whose products or services may be advertised on the DishPal Platform, you acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that DishPal will not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.
8.2. The DishPal Platform may provide links to third party websites and such links are provided solely for your convenience. If you use these links, you leave the DishPal Platform. We have not reviewed and do not control any of these third-party websites (and are not responsible for these websites or their content or availability). We do not endorse or make any representation about these websites, their content, or the results from using such websites or content. If you decide to access any of the third-party websites linked to the DishPal Platform, you do so entirely at your own risk.
9. Availability and Updates
9.1. DishPal may alter, suspend, or discontinue the DishPal Platform at any time and for any reason or no reason, without notice. The DishPal Platform may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. DishPal may periodically add or update the information and materials on this the DishPal Platform without notice.
9.2. While we try to ensure the DishPal Platform is normally available twenty-four (24) hours a day, we do not undertake any obligation to do so, and DishPal will not be liable to you if the DishPal Platform is unavailable at any time or for any period.
9.3. DishPal may upgrade or alter the DishPal Platform at any time. DishPal may remotely access the DishPal Platform (including for greater certainty any DishPal Platform App) at any time for any lawful reason, in particular to update the software or to perform software maintenance.
10.1. The laws of certain jurisdictions, including Quebec, do not allow the exclusion or limitation of legal warranties, conditions or representations. If these laws apply to you, some or all of the exclusions or limitations in these Terms (including the following disclaimers and limitations of liability) may not apply and you may have additional rights.
10.2. While we try to ensure that information on the DishPal Platform is correct, we do not promise it is accurate or complete. We may make changes to the material on the DishPal Platform including to Goods and prices described on it, at any time without notice. The material on the DishPal Platform may be out of date, and we make no commitment to update that material.
10.3. We try to accurately copy the item names, descriptions, prices, special offer information, heat and allergenic warnings and other information ("Menu Information") from the menus that are provided to us by Vendors. However, it is the Vendors that are responsible for providing this Menu Information and ensuring that it is factually accurate and up-to-date, and we do not undertake any such responsibility. If you are in doubt about allergy warnings, contents of a dish or any other Menu Information, you should confirm with the Vendor directly before ordering.
10.4. The legal contract for the supply and purchase of Goods is between the Customer and the Vendor that the Customer places their Order with. We have no control over the actions or omissions of any Vendor or Courier. Without limiting the generality of the foregoing, you acknowledge and accept the following by using the DishPal Platform:
a) We do not give any undertaking that the Goods ordered from any Vendor through the DishPal Platform will be of satisfactory quality or suitable for your purpose and we disclaim any such warranties;
b) Estimated times for deliveries and pick-ups are provided by the Vendors and are only estimates. Neither we nor the Vendors or Couriers guarantee that Orders will be delivered or will be available for pick-up within the estimated times; and
c) We encourage all Vendors to accept all Orders and to communicate any rejection promptly, and we will notify you (generally by email) as soon as reasonably practicable if a Vendor rejects your Order. However, we do not guarantee that Vendors will accept all Orders, and Vendors have the discretion to reject Orders at any time because they are too busy, due to weather conditions, or for any other reason.
10.5. The foregoing disclaimers do not affect a Customer’s statutory rights against any Vendor or Courier.
10.6. The downloading and viewing of the DishPal Platform is done at your own risk. DishPal cannot and does not guarantee or warrant that the DishPal Platform is compatible with your computer system or that the DishPal Platform, or any links from the DishPal Platform, will be free of viruses, worms, malware, trojan horses, or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the DishPal Platform.
10.7. DishPal does not guarantee the confidentiality of any communications made by you through the DishPal Platform. Although DishPal generally adheres to the accepted industry practices in securing the transmission of data to, from, and through the DishPal Platform, you understand, agree and acknowledge that DishPal cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the DishPal Platform.
10.8. THE DISHPAL PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, DISHPAL DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE DISHPAL PLATFORM WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10.9. We do not warrant that:
a) The DishPal Platform will meet your requirements;
b) Access to the DishPal Platform will be uninterrupted, timely, secure, or error-free;
c) The quality or reliability of the DishPal Platform will meet your expectations;
d) Any information you provide or we collect will not be disclosed to third parties;
e) Any account on the DishPal Platform is accurate, up to date or authentic; or
f) Third parties will not use your confidential information in an unauthorized manner.
10.10. Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Platform or any conduct or interactions between Users of the DishPal Platform, whether online or offline.
11. Limitation of Liability
11.1. IN NO EVENT WILL DISHPAL, OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS, BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT DISHPAL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF THE DISHPAL PLATFORM OR THE CONTENT.
11.2. VENDORS AND COURIERS OFFERING GOODS OR SERVICES THROUGH THE DISHPAL PLATFORM ARE INDEPENDENT PERSONS OR ORGANIZATIONS AND NOT REPRESENTATIVES, AGENTS OR EMPLOYEES OF DISHPAL. DISHPAL IS THEREFORE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONTRACTUAL BREACHES OR NEGLIGENCE OF ANY VENDORS OR COURIERS OR FOR ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER FOR THE PRODUCTS OR SERVICES OFFERED BY VENDORS OR COURIERS.
11.3. TO THE EXTENT THAT THE FOREGOING LIMITATIONS DO NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF DISHPAL IN CONNECTION WITH OR UNDER THESE TERMS OF SERVICE, INCLUDING IN CONNECTION WITH YOUR USE OF, OR INABILITY TO MAKE USE OF, THE DISHPAL PLATFORM EXCEED: (i) THE FEES PAID BY YOU IN THE PRECEDING 4 MONTHS; OR (ii) CDN $100.00 (ONE HUNDRED CANADIAN DOLLARS), WHICHEVER IS LOWER. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.
11.4. You assume full and sole responsibility for any additional or associated costs that you may incur in connection with or as a result of your use of the DishPal Platform, including without limitation costs relating to the servicing, repair or adaptation of any equipment, software or data that you may own, lease, license or otherwise use.
11.5. We will not be liable for any failure or delay in performing under these Terms where such failure or delay is due to causes beyond our reasonable control, including natural catastrophes, governmental acts or omissions, laws or regulations, terrorism, labor strikes or difficulties, communication system breakdowns, hardware or software failures, transportation stoppages or slowdowns or the inability to procure supplies or materials.
11.6. You agree that the limitations above reflect a fair allocation of risk, but for which DishPal would not make the DishPal platform available to users. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.
12.1. You agree to defend, indemnify and hold us, and our subsidiaries, parents, affiliates, and each of our and their directors, officers, managers, partners, agents, other representatives, employees and customers (each an “Indemnified Party” and collectively, the “Indemnified Parties”), harmless from any claim, demand, action, damage, loss, cost or expense, including without limitation, lawyers' fees and costs, investigation costs and settlement expenses, incurred in connection with any investigation, claim, action, suit or proceeding of any kind brought against any Indemnified Party arising out of your use or misuse of the DishPal Platform, any alleged or actual infringement of the intellectual property rights of any party, any injury or damage to property or person, any act by you in connection with any User of the DishPal Platform or any other third party, or alleging facts or circumstances that could constitute a breach by you of any provision of these Terms and/or any of the representations and warranties set forth above.
12.2. DishPal reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate as fully as reasonably required by DishPal.
13. Governing Law and Dispute Resolution
13.1. These Terms will be governed by the laws of the Province of British Columbia. These laws apply to your access to or use of the, the DishPal Platform, the DishPal Services or the Content, notwithstanding your domicile, residency or physical location. The DishPal Platform are intended for use only in jurisdictions where they may lawfully be offered for use.
13.2. Except to the extent restricted by applicable law, if there is any dispute or controversy between you and DishPal, including any dispute or controversy arising out of or relating to these Terms, the DishPal Platform, any interactions or transactions between you and DishPal, or in respect of any legal relationship associated with or derived from these Terms, including the validity, existence, breach, termination, construction or application, or the rights, duties or obligations of you or us, (each, a "Dispute"), the disputing person will serve notice on the other person and each you and us must use good faith efforts to resolve the Dispute informally.
13.3. Except to the extent restricted by applicable law, if the Dispute is not resolved after twenty (20) business days of a person serving notice on the other party that there is a Dispute, then any or all outstanding issues shall be referred to mediation on notice by one party to the other, with the assistance of a neutral mediator jointly selected by the parties. If the dispute cannot be settled within thirty (30) days after the mediator has been appointed, or within such other period as agreed to by the parties in writing, either party may refer the dispute to arbitration under the International Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre (the “BCICAC”). The appointing authority shall be the BCICAC and the case shall be administered in Vancouver, B.C. by the BCICAC in accordance with its Rules.
13.4. Except to the extent restricted by applicable law, you and us agree that you and us will resolve any Dispute on an individual basis. Any claim you may have must be brought individually, in your individual capacity and not as a representative plaintiff or class member, and you will not join such claim with claims of any other person or entity, or bring, join or participate in a class action lawsuit, collective or representative proceeding of any kind (existing or future) against DishPal.
13.5. Nothing in this section will prohibit us from seeking interim measures from a court, including preliminary or injunctive relief of breach of you of any intellectual property rights.
15. General Provisions
16. Unless the context clearly requires otherwise, (a) references to the plural include the singular, the singular the plural, the part the whole, (b) references to any gender include all genders, (c) “including” has the inclusive meaning frequently identified with the phrase “but not limited to” and (d) references to “hereunder” or “herein” relate to this Agreement. The section headings in this Agreement are for reference and convenience only and shall not be considered in the interpretation of these Terms.
16.1. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards as described herein, these Terms constitute the entire agreement between DishPal and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between DishPal and you in relation to the access to and use of the DishPal Platform.
16.2. DishPal may, in its sole discretion, provide any notices to you in connection with these Terms through the DishPal Platform or by email at the then-current email address for you on file with DishPal. DishPal may be contacted in writing at support@DishPal.com. DishPal may change its notice contact information from time to time by posting updated contact details on the DishPal Platform.
16.3. DishPal's failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provisions or right.
16.4. If any of the provisions contained in these Terms are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
16.5. You may not transfer any of your rights or obligations under these Terms without our prior written consent. We may transfer any of our rights or obligations under these Terms without your prior written consent to any of our affiliates or any business that we enter into a joint venture with, purchase or are sold to.
16.6. No joint venture, partnership, employment, or agency relationship exists between you and DishPal as a result of these Terms or your use of the DishPal Platform.
17.1. If you have any questions or concerns about these Terms, you may contact us at info@DishPal.com
PART II: ORDERING TERMS
18. Access, DishPal Services and Products
18.1. Through the DishPal Platform, you may place orders for Goods from Vendors, you may receive delivery of the Goods and DishPal may provide customer care support between you, Couriers and Vendors (these services and associated services such as order management, payment processing for Orders and provision of access to the DishPal Platform provided by DishPal from time to time are the "DishPal Services"). For avoidance of doubt, DishPal does not prepare or fulfil any orders for Goods or provide delivery services directly and DishPal will not be liable for any transactions between Customers, Couriers or Vendors. DishPal may provide products or services to Couriers or Vendors through a separate agreement executed with such parties. Menus and other Vendor-related information on the DishPal Platform is content provided by the Vendor and not DishPal.
19. Placing Orders
19.1. Once you have created your DishPal Account you may select Goods from a Vendor’s menu, choose your desired quantities, and then add them to your cart. Your cart may be edited at any time prior to placing an Order. Once you have made your selection, you may proceed to place your Order. At this time you will have the opportunity to review your cart items. After you review and confirm that the items in your cart are correct, you may proceed to place your Order, provide your payment card information or select the cash payment option, if available, and an Order will be created and sent to the Vendor. You are responsible to ensure that all of your Order details, including billing, delivery address and other information is current, complete and accurate. Your payment card will be charged when you place your Order if the Order is a Card Order (as defined below). Once you have placed your Order, you will not be entitled to change or cancel your Order and you will not be entitled to a refund (except where required by law). If there is a problem with the order, DishPal must be contacted within 15 minutes of completion, after 15 minutes of completion DishPal WILL HAVE NO LIABILITY TO YOU FOR ANY PROBLEMS CAUSED BY THE VENDOR OR COURIER CONCERNING YOUR ORDERS, INCLUDING, WITHOUT LIMITATION, MISSED OR LATE DELIVERIES, MISSED GOODS ITEMS, AND ANY PROBLEMS WITH RESPECT TO THE QUALITY OF THE GOODS DELIVERED INCLUDING IF GOODS CAUSE ILLNESS, ALLERGIC REACTIONS OR HAVE INCORRECT NUTRITIONAL VALUES. Notwithstanding that you are not entitled as of right to change or cancel your Order or be entitled to a refund (except where prohibited by law), if you wish to amend or cancel your Order for a total or partial refund of your Order’s price, you must get in touch with DishPal at the contact information provided on the DishPal Platform.
19.2. We encourage Vendors to confirm all Orders and to communicate any inability or unwillingness to confirm promptly, and we will notify you as soon as reasonably practicable if the Vendor does not confirm your Order. Vendor's may have the discretion to not confirm Orders. For Card Orders (as defined below), DishPal will provide you with a refund of the price of your Order after communicating to you the non-confirmation or cancellation of your Order by the Vendor.
19.3. The legal contract for the purchase of Goods will in all cases be between the Customer and the Vendor. You irrevocably appoint and authorize us to act as your sole and exclusive agent for the purpose of concluding contracts for the sale of Goods between you and the Vendor by means of you placing Orders via the DishPal Platform. We may act as agent for the Customer and the Vendor for the legal contract for the purchase and sale of the Goods. YOU ACKNOWLEDGE AND AGREE THAT DISHPAL HAS NO CONTROL OVER THE QUALITY OF THE GOODS OR SERVICES OFFERED BY VENDORS AND COURIERS AND THAT DISHPAL WILL HAVE NO LIABILITY TO YOU FOR ANY PROBLEMS CAUSED BY THE VENDOR OR COURIER CONCERNING YOUR ORDERS, INCLUDING, WITHOUT LIMITATION, MISSED OR LATE DELIVERIES, MISSED GOODS ITEMS, AND ANY PROBLEMS WITH RESPECT TO THE QUALITY OF THE GOODS DELIVERED INCLUDING IF GOODS CAUSE ILLNESS, ALLERGIC REACTIONS OR HAVE INCORRECT NUTRITIONAL VALUES.
20. Customer Care
20.1. DishPal may offer customer care in respect of issues relating to the Vendors and the Couriers. If you have any problems, questions or suggestions with respect to the DishPal Platform or your Order, please contact DishPal’s customer care team (and not the Vendor or Courier) at the contact information provided on the DishPal Platform.
21. Payment Processing Services
21.1. Payment processing services for the DishPal Platform are provided by payment services providers as DishPal may choose from time to time (collectively referred to as the "Payment Processing Services Provider"). You hereby authorize DishPal to share with the Payment Processing Services Provider that financial information, banking details and transaction information related to your use of the payment processing services and the DishPal Platform. You also agree that DishPal is not responsible for the use or misuse of such financial information, banking details and transaction information by the Payment Processing Services Provider or any third party.
22. Price and Payment
22.1. Goods prices listed on the DishPal Platform are in Canadian dollars. Good prices may not include applicable tax and delivery charges. Taxes and delivery charges may be added at checkout and will be payable by you along with the Order price.
22.2. Payment for Orders must be made with an accepted credit or debit card through the DishPal Platform ("Card Orders") or in certain circumstances may be made by cash directly to the Vendor or Courier ("Cash Orders"). If you choose a Cash Order, you must pay the Vendor or Courier, as applicable and are liable for failure to do so.
22.3. For Card Orders, you will be charged at the time of placing your Order. The DishPal Platform uses the third-party payment processors to effect charges onto your debit or credit card. You consent to the collection and use of your information (including, if applicable, personal information) by such payment processing service as necessary to process your payments. We reserve the right to change, or to stop accepting, any permitted payment method at any time in our sole discretion. You agree we may charge your payment card for any Order placed and for any additional amounts (including any taxes) as may be applicable in connection with your purchase. You are responsible to ensure that all of your billing information is current, complete, and accurate. We will provide you with an online or emailed billing summary statement which you may review, save, or print at your discretion. This is the only billing statement that will be provided by us.
22.4. Goods’ prices, delivery charges and any other fees are subject to change at any time at DishPal’s or the Vendor’s discretion. Neither DishPal nor the Vendor is under any obligation to fulfill your Order at an incorrect price. Prices at the Vendor’s Goods in the Vendor’s physical location and at the DishPal Platform may be different. Any such differences will not entitle you to a refund or a reduction in price of your Order.
23. Pickup or Delivery
23.1. You may have the ability to choose if you would like your Order to be picked up by you at the premise of the Vendor ("Pickup Order") or delivered to you by a third-party courier or courier of the Vendor ("Delivery Order"). You may be provided a time for when the Pickup Order will be ready for pickup or when the Delivery Order will be delivered. These times are only an estimate and DishPal and the Vendor offer no guarantee that these times will be achieved. DishPal is not responsible for any delays in receiving or having your Order ready for any reason. For a Pickup Order, you will arrive at the time provided and DishPal and the Vendor are under no obligation to remake or refund the Goods if you do not arrive when indicated or if you are missing items from your order as your solely responsible for checking your order before leaving the vendor and DishPal has no responsibility in Pickup order.
24.1. If you order alcohol, you warrant that you are of legal age to purchase and consume alcohol in the area in which the alcohol is delivered and are not ordering alcohol for any person below the legal age in the applicable jurisdiction. You acknowledge and agree that Vendors or Couriers may require valid government-issued photo identification(s) matching the name on the order and proving your age to the Vendor or Courier, and that the recipient is not intoxicated when receiving delivery. If you are unable to meet these conditions to the satisfaction of the Vendor or the Courier then alcohol products may be withheld, and any refund for such withholding is at the discretion of the Vendor, DishPal, or Courier. If you order alcohol and the alcohol is to be delivered, the delivery address must be a residential or private addresses. For greater certainty, alcohol orders may be subject to time and location restrictions.
PART III: PROMOTIONAL VOUCHERS, REFER-A-FRIEND PROGRAM, GIFT CARDS AND DISHPAL CREDITS AND CONTESTS
25. Promotional Vouchers
25.1. The following terms and conditions will apply to all vouchers issued for free from time to time for promotional, advertising, or marketing purposes for use on Orders on the DishPal Platform ("Promotional Vouchers"):
a) Promotional Vouchers may only be redeemed towards Orders on the DishPal Platform and cannot be used for Goods that include alcohol and may not applied to taxes or other items/fees/charges as determined from time to time by us. Promotional Vouchers may have a specific dollar amount, may provide a percentage-based discount, or may have other effects (such as making a charitable donation). The particular terms of a Promotional Voucher (for example, the amount of any dollar or percentage discount, number of times the Promotional Voucher can be used, expiry date, area in which Promotional Voucher can be used, whether applicable for Pickup Orders or Delivery Orders) any other rules that may apply are described in the information accompanying or in conjunction with the Promotional Voucher (for example, the social media post or advertisement where the Promotional Voucher was posted).
b) Promotional Vouchers must be used in conjunction with a DishPal Account. Promotional Vouchers must be applied to an online Order by no later than the deadline specified on the Promotional Voucher and will expire if not applied by this time. If the Promotional Voucher provides for a discount on an Order, an amount determined by the rules of the Promotional Voucher will be credited to the Order to which the Promotional Voucher is applied.
c) The right to use a Promotional Voucher is personal to the original recipient and may not be transferred. No Promotional Voucher may be copied, reproduced, distributed, or published directly or indirectly in any form or by any means for use by an entity other than the original recipient, or stored in a data retrieval system, without our prior written permission. For greater certainty, Promotional Vouchers distributed or circulated without our written approval, for example on an Internet message board or on a "bargains" website, are not valid for use and may be refused or canceled.
d) Promotional Vouchers may not be used in conjunction with other vouchers or any other discounts or promotions provided or advertised from time to time unless otherwise stated.
e) Promotional Vouchers may not be exchanged, redeemed, or refunded for cash, and may not be transferred or assigned.
f) DishPal will not be liable to you, any Customer or household for any loss or claim arising out of the refusal, rejection, cancellation or withdrawal of any Promotional Voucher or any failure or inability of a customer or household to use a Promotional Voucher for any reason.
g) For greater certainty, we reserve the right, at any time and in our sole discretion, to add to or amend terms and conditions (including these Terms) in relation to the use of Promotional Vouchers or to vary or terminate the operation of a Promotional Voucher at any time without notice.
26. Refer-A-Friend Program
26.1. If you are a DishPal Account holder, you may be entitled to voluntarily participate in the DishPal refer a friend program (the "Referral Program"). A unique alphanumeric code is assigned to your DishPal Account, referred to as your personalized referral code ("Referral Code"). To participate in the Referral Program, you will need to refer friends who have never placed an order with us ("Friends") and invite your Friends to use the DishPal Platform with your Referral Code.
26.2. You will earn DishPal credit ("Referral DishPal Credit") in the amount we determined from time to time once your Friend ("Referred User") has completed an eligible order on the DishPal Platform ("Eligible Order"). Criteria for Eligible Orders is determined in our sole discretion from time to time. Referral Credit will be applied automatically against your item subtotal on your next Card Order, up to and including the item subtotal before taxes, tip, and delivery fee. If any credit happens to remain after being applied to the order, that credit will remain on your account. Referral Credits are subject to expiration and must be used within the timeframe, if stated or otherwise determined by us from time to time. The amount of Referral Credits earned and redeemed are subject to change at any time at DishPal’s sole discretion.
26.3. The Referral Code may only be used for personal and non-commercial purposes. You may share your code with your personal connections via social media, email, or word of mouth, where you are the primary content owner. In cases where you are not the primary owner of the content or website (e.g., Wikipedia, coupon websites, affiliate websites, discussion forums, etc.), public distribution is not allowed. Promoting or advertising your Referral Code via search engine marketing or any other paid advertising media (e.g., Bing/Yahoo/Adwords) is not allowed. You are not allowed to misrepresent your relationship with DishPal Group or with the DishPal Services to any third parties, and you will not make any warranty or representation on behalf of DishPal. You are not allowed to refer yourself or members of your household for the purposes of earning Referral Credit.
26.4. DishPal reserves the right, at its sole discretion, to deactivate your account(s) and revoke the Referral Credits of any account holder who it finds or believes to be earning or using Referral Credits against these Terms, or who is manipulating or abusing the DishPal Services or the DishPal Platform.
26.5. For greater certainty, we reserve the right, at any time and in our sole discretion, to add to or amend these Terms in relation to the use of Referral Program or to vary or terminate the operation of a Referral DishPal Credit issued pursuant to the Referral Program at any time without notice.
27. Gift Card Terms and DishPal Credits
27.1. DishPal may grant you credit toward eligible purchases as set out in these Terms ("Eligible Purchases") in the form of DishPal gift cards ("Gift Cards") or DishPal credit ("DishPal Credit"). When you purchase a Gift Card, you are purchasing credit toward Eligible Purchases in a particular dollar amount and currency that is stored in an electronic form and linked to a unique gift card claim code ("Claim Code"). To use a Gift Card, you must have a DishPal Account, log in to your DishPal Account, and apply the Gift Card to your DishPal Account by entering the Claim Code on the DishPal Platform. DishPal Credit is credit toward Eligible Purchases in a particular dollar amount that is associated with a unique DishPal Account. The value of DishPal Credit including credit from Gift Cards applied to your DishPal Account is referred to as your "DishPal Credit Balance". When you apply a Gift Card to your DishPal Customer Account, your DishPal Credit Balance will be credited by the dollar value of the Gift Card, and the value associated with the Claim Code will be reduced to zero. From time to time, DishPal may also issue DishPal Credit to you for other purposes (for example, to refund a purchase that you have made). Your DishPal Credit Balance includes the total remaining balance of all DishPal Credit that has been applied to your DishPal Account by way of Gift Card or otherwise, but not yet applied to a purchase. To check your DishPal Credit Balance, log in to your DishPal Account. To check the balance of a Gift Card before it has been applied to a DishPal Account, simply review the email or other document in which you received the Gift Card, where the face value will be printed.
27.2. The Eligible Purchases that you may purchase using Gift Cards and DishPal Credit consist of Goods, including all fees and costs on the Order for those Goods which you are permitted to purchase in accordance with these Terms. DishPal reserves the right to restrict the use of Gift Cards and DishPal Credit to comply with applicable law. Gift Cards and DishPal Credit cannot be used to purchase anything other than Eligible Purchases and must be used in the currency in which they were paid or credited.
27.3. When you make a purchase from your DishPal Account using DishPal Credit (including DishPal Credit from a Gift Card), the value of the DishPal Credit that you use for that purchase will be deducted from your DishPal Credit Balance. As long as you are only purchasing Eligible Purchases, you may use DishPal Credit to pay for all fees and costs on your Order, including but not limited to the cost of goods, delivery charges, tips, and taxes. Any unused DishPal Credit Balance will remain associated with your DishPal Customer Account. If the cost of an Order exceeds your DishPal Credit Balance, the remaining amount must be paid with another payment method.
27.4. Gift Cards and DishPal Credit do not expire. There are no fees associated with purchasing, using, or redeeming Gift Cards or DishPal Credit.
27.5. Gift Cards and DishPal Credit cannot be resold (except with the express written permission of DishPal), used for payment outside the Eligible Purchases, transferred for value, returned for a cash refund, or redeemed for cash, except to the extent required by applicable law. Gift Cards cannot be reloaded. No portion of your DishPal Credit Balance may be transferred to another DishPal Account or otherwise assigned or transferred to another person. DishPal Credit cannot be used in conjunction with Cash Orders.
27.6. The risk of loss and title for Gift Cards pass to the purchaser upon our electronic transmission of the Gift Card to the purchaser or designated recipient. DishPal is not responsible if any Gift Card is lost, stolen or destroyed, if your DishPal Credit Balance or any Gift Card is used without your permission, or if you lose access to your DishPal Account or any DishPal Credits.
27.7. Gift Cards and DishPal Credit may be subject to any additional terms and conditions that will be specified in connection with the specific Gift Card and DishPal Credit grant.
27.8. DishPal has the right to void Gift Cards or DishPal Credit, close DishPal Accounts and bill alternative forms of payment if it suspects that a Gift Card is obtained, used or applied to a DishPal Customer Account (or DishPal Credit is applied to a purchase) fraudulently, unlawfully or otherwise in violation of these Terms, or in a manner that abuses the DishPal Platform.
27.9. For greater certainty, to the extent permitted by law, we reserve the right, at any time and in our sole discretion, to add to or amend terms and conditions (including these Terms) in relation to the use of Gift Cards or DishPal Credit
28.1. From time to time, DishPal may run contests or competitions ("Contests"). Those Contests will be subject to these Terms, as well as rules specific to each Contest ("Contest Rules").
28.2. In general, Contests for Canadian Users will be open to individual residents of Canada over the age of majority in the province or territory in which they reside, with the exception of:
a) employees, representatives and agents (and persons with whom they are domiciled, whether related or not) of DishPal, its advertising and promotion agencies; and
b) residents of Quebec, unless specified in the Contest Rules.
The Contest Rules may specify other eligibility rules.
28.3. For greater certainty, subject to applicable law, we reserve the right, at any time and in our sole discretion, to withdraw any Contest, to add to or amend terms and conditions (including these Terms) in relation to any Contest or to vary or terminate the operation of a Contest at any time without notice.