SECTION 12 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE ORWERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR,SECTION12 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITEDEXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINALARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLYBE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUALBASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTIONOR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OFLAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION AGREEMENT COULDAFFECT YOUR RIGHT TO PARTICIPATE IN PENDING PROPOSED CLASS ACTION LITIGATION.PLEASE SEE SECTION 12 FOR MORE INFORMATION REGARDING THIS ARBITRATIONAGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPTOUT OF THE ARBITRATION AGREEMENT.

 

1. Acceptance of thisAgreement

Direct Global Buying Corp. (“Direct Global”) provides an onlinemarketplace connection, using web-based technology that connects you and otherconsumers, restaurants and/or other businesses and Local Driver Co-op member drivers (“Drivers”). Direct Global’ssoftware - Direct Local Eats- permits consumers to place orders for food and/or other goods fromvarious restaurants and businesses (the “Software”). Once such orders are made,theSoftware notifies Drivers that a deliveryopportunityis available and the software facilitates completion of thedeliveryto the consumer. Direct Local Eats is not a restaurantdeliveryservice, or food preparation business.

If you access any of our websites located at https://www.directcoops.com/ https://www.directlocaleats.com and https://www.localdriver.coop,install or use our Direct Local Eats mobile applications, install or use anyothersoftware supplied by Direct Global, or access anyinformation, function, or service available or enabled by Direct Global (each, a “Service” and collectively, the “Services”),or complete the Direct Local Eats account registration process, you,your heirs, assigns, and successors (collectively, “you” or “your”)herebyrepresentand warrant that:

(a) you have read, understand, and agree to be bound by thisAgreement;

(b) you are of legal age in the jurisdiction in which youreside to form a binding contract with Direct Global; and

(c) you have the authority to enter into the Agreementpersonally and, if applicable, on behalf of any organization on whose behalfyouhave created an account and to bind such organization to the Agreement.

The terms “User” and “Users” refer to all individuals andother persons who access or use the Services, including, without limitation,anyorganizations that register accounts or otherwise access or use theServices through their respective representatives. Except as otherwise providedin this Agreement, if you do not agree to be bound by the Agreement, you maynotaccess or use the Services.

2. Modifications

Subject to Section 12(h) of this Agreement, Direct Globalreserves the right to modify the terms and conditionsofthis Agreement or its policies relating to the Software or Services at anytime, effective upon posting of an updated version of this Agreement throughthe Services. You should regularly review this Agreement, as your continued useofthe Services after any such changes constitutes your agreement to suchchanges.

 

3. Additional Termsand Policies

By using the Services, you agree to be bound by thisAgreement and acknowledge and agree to the collection, use, and disclosure ofyour personal information in accordance with Direct Global’s PrivacyPolicy

, which is incorporated in this Agreement by reference.Certain features of our Services may be subject to additional terms andconditions, which are incorporated herein by reference.

 

4. Rules andProhibitions

Without limiting other rules and prohibitions in thisAgreement, by using the Services, you agree that:

(a) You will only use the Services for lawful purposes; youwillnot use the Services for sending or storing any unlawful material or fordeceptive or fraudulent purposes; and you will not engage in conduct that harmsother Users, Direct Globalemployees, or our community.

(b) You will only use the Services in accordance with allapplicablelaws, including copyrights, trade secrets, or other rights of anythird party, including privacy or publicity rights.

(c) You will only access the Services using means explicitlyauthorizedby Direct Global.

(d) You will not use another User’s account, impersonate anypersonor entity, or forge or manipulate headers or identifiers to disguise theorigin of any content transmitted through the Services.

(e) You will not use the Services to cause nuisance,annoyanceor inconvenience.

(f) You will not use the Services, or any content accessiblethroughthe Services, for any commercial purpose, including but not limited tocontacting, advertising to, soliciting or selling to, any Merchant, user or Driver,unless Direct Globalhas given you prior permission to do so inwriting.

(g) You will not copy or distribute the Software or anycontentdisplayed through the Services, including Merchants’ menu content andreviews, for republication in any format or media.

(h) You will not compile, directly or indirectly, anycontentdisplayed through the Services except for your personal, noncommercialuse.

(i) The information you provide to us when you register anaccount or otherwise communicate with us is accurate, you will promptly notifyus of any changes to such information, and you will provide us with whateverproofof identity we may reasonably request.

(j) You will keep secure and confidential your accountpassword or any identification credentials we provide you which allows accesstothe Services.

(k) You will use the Software and Services only for your ownuseand will not directly or indirectly resell, license or transfer theSoftware, Services or content displayed by the Services to a third party.

(l) You will not use the Services in any way that coulddamage, disable, overburden or impair any Direct Global server,or the networks connected to any Direct Global server.

(m) You will not attempt to gain unauthorized access to theServicesand/or to any account, resource, computer system, and/or networkconnectedto any Direct Global server.

(n) You will not probe, scan, or test the vulnerability ofanysystem or network or breach or circumvent any security or authenticationmeasuresDirect Global may use to prevent or restrict access totheServices or use of the Services or the content therein.

(o) You will not deep-link to our websites or access ourwebsitesmanually or with any robot, spider, web crawler, extraction software,automated process and/or device to scrape, copy, index, frame, or monitor anyportion of our websites or any content on our websites.

(p) You will not scrape or otherwise conduct any systematicretrievalof data or other content from the Services.

(q) You will not try to harm other Users, Direct Global, or the Services in any way whatsoever.

(r) You will not engage in threatening, harassing, racist,sexist or any other behavior that Direct Global deemsinappropriate when using the Services.

(s) You will report any errors, bugs, unauthorized accessmethodologiesor any breach of our intellectual property rights that youuncoverin your use of the Services.

(t) You will not abuse our promotional or credit codesystem, including by redeeming multiple coupons at once or by opening multipleaccounts to benefit from offers available only to first time users.

(u) You will not attempt to undertake any of the foregoing.

In the event that we believe or determine that you havebreachedany of the aforementioned, we reserve the right to suspend and/orpermanently deactivate your account at our sole discretion.



5. Drivers andMerchants Are Independent

You understand and agree that Direct Globalprovides a technology platform connecting you with independent food serviceprovidersand others that provide the products offered through the Services (“Merchants”),and independent third-party Drivers who provide delivery services (“Drivers”).You acknowledge and agree that Direct Global does not itselfprepare food or offer delivery servicesand has no responsibility or liabilityforthe acts or omissions of any Merchant or any Driver. Direct Global is not the retailer of any products offered by Merchants, nor is it inthedelivery business or a common carrier. Direct Global providesatechnology platform facilitating the transmission of orders by Users toMerchants for pickup or delivery by Drivers. Direct Global willnot assess or guarantee the suitability, legality or ability of any Driver orMerchant. You agree that Direct Global is not responsible for theMerchants’ food preparation or the safety of the foodand does not verifyMerchants’ compliance with applicable laws or regulations. Direct Global has no responsibility or liability for acts or omissions by any Merchantor Driver.

You agree that the goods that you purchase will be preparedbythe Merchant you have selected, that title to the goods passes from theMerchant to you at the Merchant’s location, and that the Driver will bedirected by your instructions to transport the products to your designateddeliverylocation. You agree that neither the Driver nor Direct Global holds title to or acquires any ownership interest in any goods that youorderthrough the Services.

 

6. User Account

Youmay be required to register for an account to use parts of the Services. Youmust provide accurate, current, and complete information during theregistration process and at all other times when you use the Services, and toupdatethe information to keep it accurate, current, and complete. You are thesole authorized user of any account you create through the Services. You aresolely and fully responsible for all activities that occur under your passwordoraccount. You agree that you shall monitor your account to prevent use byminorsand you will accept full responsibility for any unauthorized use of yourpassword or your account. You may not authorize others to use your User statusandyou may not assign or otherwise transfer your User account to any otherperson or entity. Should you suspect that any unauthorized party may be usingyour password or account, you will notify Direct Globalimmediately. Direct Global will not be liable and you may beliable for losses, damages, liability, expenses, and fees incurred by Direct Global or a third party arising from someone else using youraccount, regardless of whether you have notified us of such unauthorized use.If you provide any information that is untrue, inaccurate, not current, or incomplete,or Direct Global has reasonable grounds to suspect that suchinformationis untrue, inaccurate, not current, or incomplete, Direct Globalhasthe right to suspend or terminate your account andrefuseany and all current or future use of the Services (or any portionthereof). We may enable or require you to use a single pair of logincredentialsto use the Direct GlobalServices. Youagree not to create an account or use the Services if you have been previouslyremovedby Direct Global, or if you have been previously bannedfromuse of the Services.

 

7. User Content

(a) User Content. Direct Global may provide you with interactive opportunities through the Services, including,byway of example, the ability to post User ratings and reviews (collectively,“User Content”). You represent and warrant that you are the owner of, orotherwise have the right to provide, all User Content that you submit, postand/or otherwise transmit through the Services. You hereby grant Direct Globala perpetual, irrevocable, transferable, fully paid,royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate,createderivative works, distribute and/or otherwise use the User Content inconnection with Direct Global’sbusiness and in all forms nowknown or hereafter invented (“Uses”), without notification to and/or approval byyou. You further grant Direct Global a license to use yourusernameand/or other User profile information, including without limitationyourratings history, to attribute User Content to you in connection with suchUses, without notification or approval by you. You agree that this licenseincludes the right for other Users to access and use your User Content inconjunctionwith participation in the Services and as permitted through thefunctionalityof the Services. In the interest of clarity, the license grantedtoDirect Global herein shall survive termination of the Servicesoryour account. Direct Global reserves the right in its solediscretionto remove or disable access to any User Content from the Services,suspend or terminate your account at any time, or pursue any other remedy orrelief available under equity or law if you post any User Content that violatesthisAgreement or we consider to be objectionable for any reason. You agree thatDirect Global may monitor and/or delete your User Content(but does not assume the obligation) for any reason in Direct Global’s sole discretion. Direct Global may also access, read,preserve, and disclose any information as Direct Globalreasonably believes is necessary to (i) satisfy any applicable law, regulation,legal process, or governmental request, (ii) enforce this Agreement, includinginvestigation of potential violations hereof, (iii) detect, prevent, or otherwiseaddressfraud, security, or technical issues, (iv) respond to User supportrequests, or (v) protect the rights, property or safety of Direct Global, its users and the public.

(b) Feedback. You agree that any submissionof any ideas, suggestions, and/or proposals to Direct Globalthrough its suggestion, feedback, wiki, forum or similar pages (“Feedback”) isat your own risk and that Direct Global has no obligations(including without limitation, obligations of confidentiality) with respect tosuch Feedback. You represent and warrant that you have all rights necessary tosubmit the Feedback and you hereby grant to Direct Global aperpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive,worldwide, fully sublicensable right and license to use, copy, display,publish, modify, remove, publicly perform, translate, create derivative works,distribute and/or otherwise use such Feedback.

(c) Ratings and Reviews. To the extent thatyou are asked to rate and post reviews of Merchants or other businesses(“Ratings” and “Reviews”), such Ratings and Reviews are considered User Contentandare governed by this Agreement. Ratings and Reviews are not endorsed by Direct Global and do not represent the views of Direct Global or its affiliates. Direct Global shall have no liabilityfor Ratings and Reviews or for any claims for economic loss resulting from suchRatingsand Reviews. Because we strive to maintain a high level of integritywithrespect to Ratings and Reviews posted or otherwise made available throughthe Services, you agree that: (i) you will base any Rating or Review onfirst-hand experience with the Merchant or business; (ii) you will not provideaRating or Review for any Merchant or business for which you have an ownershipinterest, employment relationship or other affiliation or for any of thatcompany’s competitors; (iii) you will not submit a Rating or Review in exchangeforpayment, free food items, or other benefits from a Merchant or business;and (iv) your review will comply with the terms of this Agreement. If wedetermine, in our sole discretion, that any Rating or Review could diminish theintegrityof the Ratings and Reviews or otherwise violates this Agreement, wemay remove such User Content without notice.

 

8. Communicationswith Direct Global/Direct Local Eats

By creating a Direct Local Eats account, youelectronically agree to accept and receive communications from Direct Global, Drivers, or third parties providing services to Direct Globalincluding via email, text message, calls, and pushnotifications to the cellular telephone number you provided to Direct Global. You understand and agree that you may receivecommunications generated by automatic telephone dialing systems and/or whichwilldeliver prerecorded messages sent by or on behalf of Direct Global, its affiliated companies and/or Driver, including but not limited tocommunications concerning orders placed through your account on the Services.Message and data rates may apply. If you do not wish to receive promotionalemails, text messages, or other communications, you may change yournotificationpreferences by accessing the Settings in your account. To optoutof receiving promotional text messages from Direct Global, youmust reply “STOP” from the mobile device receiving the messages. For purposesof clarity, delivery text messages between you and Drivers are transactionaltextmessages, not promotional text messages.

 

9. E-SIGN Disclosure

By creating a Direct Local Eats account, you alsoconsentto the use of an electronic record to document your agreement. You maywithdraw your consent to the use of the electronic record by emailing Direct Local Eats atinfo@directlocaleats.comwith“RevokeElectronic Consent” in the subject line.

To view and retain a copy of this disclosure, you will need(i) a device (such as a computer or mobile phone) with a web browser andInternet access and (ii) either a printer or storage space on such device. Fora free paper copy, or to update our records of your contact information, email Direct Local Eats atinfo@directlocaleats.comwithcontact information and the address for delivery.

 

10. IntellectualProperty Ownership

Direct Global alone (and its licensees, whereapplicable) shall own all right, title and interest, including all relatedintellectualproperty rights, in and to the Software and the Services. ThisAgreementis not a sale and does not convey to you any rights of ownership inor related to the Software or the Services, or any intellectual property rightsowned by Direct Global. Direct Global names, logos, and the product names associated with the Softwareand Services are trademarks of Direct Global or third parties,and no right or license is granted to use them. You agree that you will notremove, alter or obscure any copyright, trademark, service mark or otherproprietaryrights notices incorporated in or accompanying the Software or theServices.

11. Payment Terms

(a) Prices. You understand that: (a) theprices for menu items displayed through the Services may differ from the pricesofferedor published by Merchants for the same menu items and/or from pricesavailable at third-party websites and that such prices may not be the lowestprices at which the menu items are sold; and (b) Direct Global maintains transparent and consistent fees, costs, profits or margins on published prices. For certain transactions, the subtotalsshown at checkout are estimates that may be higher or lower depending on thefinal in store totals. In those situations, Direct Globalreservesthe right to charge your payment method the final price aftercheckout.You are liable for all transaction taxes on the Services providedunderthis Agreement (other than taxes based on Direct Global’sincome). Payment will be processed by Direct Global, using thepreferredpayment method designated in your account.

(b) No Refunds. Charges paid by you for orders already processed by the merchant, including completed and delivered orders, are final and non-refundable. Direct Globalhas no obligation to provide refunds or credits, but maygrant them, in each case in Direct Global’s sole discretion.

(c) Promotional Offers and Credits. Direct Global, at its sole discretion, may make promotional offers withdifferent features and different rates to any User. These promotional offersaresubject to the terms of this Agreement and may be valid only for certainUsers as indicated in the offer. You agree that promotional offers: (i) mayonlybe used by the intended audience, for the intended purpose, and in alawful manner; (ii) may not be duplicated, sold or transferred in any manner,or made available to the general public, unless expressly permitted by Direct Global; (iii) are subject to the specific terms that Direct Globalestablishesfor such promotional offer; (iv) cannot beredeemedfor cash or cash equivalent; and (v) are not valid for use after thedate indicated in the offer. Direct Globalreservesthe right to withhold or deduct credits or benefits obtained through apromotion in the event that Direct Global determines or believesthat the redemption of the promotion or receipt of the credit or benefit was inerror, fraudulent, illegal, or in violation of the applicable promotion termsorthis Agreement. Direct Global reserves the right to modify orcancelan offer at any time. Direct Global may also offer gratuitous credits, whichcan be used for the Services. Any credit issued by DirectGlobalis valid for 6 months from the date of issue except to the extent prohibitedunder applicable law and may not be redeemed for cash or cash equivalent. Uponexpiration, credits will be removed from your account. Expired credits are no longerredeemable and cannot be used towards any order.

(d) Fees for Services. Direct Global may change the fees for our Services as we deem necessary or appropriatefor our business, including but not limited to Delivery Fees, Service Fees andSmallOrder Fees.  Direct Global may also chargemerchantsfees on orders that you place through the services, includingcommissionsand other fees, and may change those merchant fees as we deemnecessaryor appropriate for our business or to comply with applicable law.

(e) Gift Cards. Except as provided below, Gift Cards may beredeemable towards eligible orders placed on www.directlocaleats.com or www.directcoops.com or inthe Direct Local Eats and Direct Global’sapps in the United Statesand Canada. Gift Cards are made available and provided by Direct Global or Direct Local Eats. Gift Cards are not redeemable for cash except when required by applicablelaw.

 

12. DisputeResolution.

 

PLEASE READ THE FOLLOWING SECTIONCAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH DIRECT GLOBAL AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 12 OFTHIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”.

(a) Scope of Arbitration Agreement. You agree that anydispute or claim relating in any way to your access or use of the Services as aconsumer of our Services, to any advertising or marketing communicationsregarding Direct Global or the Services, to any products orservices sold or distributed through the Services that you received as aconsumer of our Services, or to any aspect of your relationship or transactionswithDirect Global as a consumer of our Services will be resolvedbybinding arbitration, rather than in court, except that (1) you may assertclaims in small claims court if your claims qualify, so long as the matterremains in such court and advances only on an individual (non-class,non-representative) basis; and (2) you or Direct Global may seekequitablerelief in court for infringement or other misuse of intellectualpropertyrights (such as trademarks, trade dress, domain names, trade secrets,copyrights, and patents). This Arbitration Agreement shall apply, withoutlimitation, to all claims that arose or were asserted before the Effective Dateofthis Agreement.

FOR ANY CASES FILED AGAINST DIRECT GLOBAL—ANDOTHERS THAT MAY BE FILED IN THE FUTURE—THAT ATTEMPT TO ASSERT CLASS ACTION CLAIMS,BY ACCEPTING THIS ARBITRATION AGREEMENT YOU ELECT NOT TO PARTICIPATE INSUCH CASES.

IF YOU AGREE TO ARBITRATION WITH DIRECT GLOBAL,YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVERMONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVELAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST DIRECT GLOBALIN AN INDIVIDUAL ARBITRATION PROCEEDING. IFSUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY ANARBITRATOR.

(b) Arbitration Rules and Forum. This Arbitration Agreementisgoverned by the Commercial Arbitration Act in all respects.

(c) Arbitrator Powers. The arbitrator, and not any federal,state, or local court or agency, shall have exclusive authority to resolve anydispute relating to the interpretation, applicability, enforceability orformation of this Arbitration Agreement including, but not limited to any claimthatall or any part of this Arbitration Agreement is void or voidable. Thearbitration will decide the rights and liabilities, if any, of you and Direct Global. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. Thearbitrator will have the authority to grant motions dispositive of all or partof any claim or dispute. The arbitrator will have the authority to awardmonetarydamages and to grant any non-monetary remedy or relief available to anindividual under applicable law, the arbitral forum’s rules, and this Agreement(including this Arbitration Agreement). The arbitrator will issue a writtenstatementof decision describing the essential findings and conclusions onwhich any award (or decision not to render an award) is based, including thecalculation of any damages awarded. The arbitrator shall follow the applicablelaw. The arbitrator has the same authority to award relief on an individualbasisthat a judge in a court of law would have. The arbitrator’s decision isfinal and binding on you and Direct Global.

(d) Waiver of Jury Trial. YOU AND DIRECT GLOBAL WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT ANDRECEIVE A JUDGE OR JURY TRIAL. You and Direct Global are insteadelecting to have claims and disputes resolved by arbitration, except asspecified in section 12(a) above. There is no judge or jury in arbitration, andcourtreview of an arbitration award is limited.

(e) Waiver of Class or Consolidated Actions. YOU AND DIRECT GLOBAL AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THESCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVEBASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENTMUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OFMORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY ORCONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiverof class or consolidated actions is deemed invalid or unenforceable withrespect to a particular claim or dispute, neither you nor Direct Global is entitled to arbitration of such claim or dispute. Instead, all suchclaimsand disputes will then be resolved in a court as set forth in Section20.

(f) Opt Out. You may opt out of this Arbitration Agreement.If you do so, neither you nor Direct Global can force the othertoarbitrate as a result of this Agreement. To opt out, you must notify Direct Globalin writing no later than 30 days after first becomingsubject to this Arbitration Agreement. Your notice must include your name andaddress, your Direct Global username (if any), the email addressyou used to set up your Direct Global account (if you have one),and a CLEAR statement that you want to opt out of this Arbitration Agreement.You must send your opt-out notice to:info@directlocaleats.com.Ifyou opt out of this Arbitration Agreement, all other parts of this Agreementwill continue to apply to you. Opting out of this Arbitration Agreement has noeffect on any other arbitration agreements that you may have entered into withusor may enter into in the future with us. NOTWITHSTANDING ANYTHING TO THECONTRARY HEREIN, NOTHING IN THIS AGREEMENT SHALL SUPERSEDE, AMEND, OR MODIFYTHE TERMS OF ANY SEPARATE AGREEMENT(S) BETWEEN YOU AND DIRECT GLOBAL RELATING TO YOUR WORK AS AN INDEPENDENT DRIVER, INCLUDINGWITHOUT LIMITATION, ANY INDEPENDENT DRIVER AGREEMENT GOVERNING YOUR SERVICES ASA DRIVER. FOR THE AVOIDANCE OF DOUBT, IF YOU ARE A DRIVER, OPTING-OUT OF THEARBITRATION AGREEMENT SET FORTH IN THIS SECTION 12 HAS NO AFFECT ON YOURAGREEMENT TO ARBITRATE DISPUTES COVERED BY YOUR INDEPENDENT DRIVER AGREEMENTWITH DIRECT GLOBAL AND/OR LOCAL DRIVER CO-OP.

(g) Survival. This Arbitration Agreement will survive anyterminationof your relationship with Direct Global.

(h) Modification. Notwithstanding any provision in theAgreementto the contrary, we agree that if Direct Global makesanyfuture material change to this Arbitration Agreement, it will not apply toany individual claim(s) that you had already provided notice of to Direct Global.

 

13. Third-PartyInteractions.

(a) Third-Party Websites, Applications andAdvertisements. The Services may contain links to third-party websites(“Third-Party Websites”) and applications (“Third-Party Applications”)and advertisements (“Third-Party Advertisements”) (collectively,“Third-Party Websites & Advertisements”). When you click on a link to aThird-Party Website, Third-Party Application or Third-Party Advertisement, Direct Globalwill not warn you that you have left Direct Global’s Website or Services and will not warn you that you are subject to thetermsand conditions (including privacy policies) of another website ordestination. Such Third-Party Websites & Advertisements are not under thecontrol of Direct Global. Direct Global is notresponsible for any Third-Party Websites, Third-Party Applications or anyThird-Party Advertisements. Direct Global does not review,approve, monitor, endorse, warrant, or make any representations with respect tosuch Third-Party Websites & Advertisements, or their products or services.Youuse all links in Third-Party Websites & Advertisements at your ownrisk. You should review applicable terms and policies, including privacy anddata gathering practices of any Third-Party Websites or Third-PartyApplications, and make whatever investigation you feel necessary or appropriatebeforeproceeding with any transaction with any third party.

(b) App Stores. You acknowledge and agreethat the availability of the Application is dependent on the third party fromwhich you received the Application license, e.g., the Apple iPhone or Androidappstores (“App Store”). You acknowledge and agree that this Agreementis between you and Direct Global and not with the App Store. Direct Global, not the App Store, is solely responsible for the Softwareand the Services, including the Application and the Services, the contentthereof, maintenance, support services and warranty therefor, and addressing anyclaims relating thereto (e.g., product liability, legal compliance orintellectual property infringement). In order to use the Application, you musthave access to a wireless network, and you agree to pay all fees associatedwithsuch access. You also agree to pay all fees (if any) charged by the AppStore in connection with the Application or the Services. You agree to complywith, and your license to use the Application is conditioned upon yourcompliancewith, all applicable third-party terms of agreement (e.g., the AppStore’s terms and policies) when using the Application. You represent andwarrant that you are not located in a country that is subject to a U.S.Governmentembargo, or that has been designated by the U.S. Government as a“terrorist supporting” country, and you represent and warrant that you are notlisted on any U.S. Government list of prohibited or restricted parties. Youacknowledgeand agree that each App Store (and its affiliates) is an intendedthird-party beneficiary of this Agreement and has the right to enforce thetermsand conditions of this Agreement.

 

14. Social MediaGuidelines.

Direct Globalmaintainscertain social media pages for the benefit of the Direct Globalcommunity. By posting, commenting, or otherwise interacting with these pages,you agree to abide by our Social Media Community Guidelines.

 

15. TransactionsInvolving Alcohol

You may have the option to request delivery of alcoholproducts in some locations and from certain Merchants. If you receive yourdeliveryin the United States, you agree that you will only order alcoholproductsif you are 21 years of age or older. If you receive your delivery inanother country, you agree that you will only order alcohol products if you areof legal age to purchase alcohol products in the relevant jurisdiction. Youalsoagree that, upon delivery of alcohol products, you will provide validgovernment-issued identification proving your age to the Driver delivering thealcohol products and that the recipient will not be intoxicated when receivingdeliveryof such products. If you order alcohol products, you understand andacknowledge that neither Direct Global nor the Driver can acceptyour order of alcohol products, and the order will only be delivered if theMerchant accepts your order. The Driver reserves the right to refuse deliveryifyou are not 21 years old, if you cannot provide a valid government issuedID, if the name on your ID does not match the name on your order, or you are visiblyintoxicated. If the Driver is unable to complete the delivery of alcoholproductsfor one or more of these reasons, you are subject to a non-refundable$20 re-stocking fee.

 

16. Indemnification

You agree to indemnify and hold harmless Direct Global and its officers, directors, employees, agents and affiliates (each,an “Indemnified Party”), from and against any losses, claims,actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ fees and expenses, that may be incurred by an IndemnifiedPartyarising out of, relating to or resulting from (a) your User Content; (b)your misuse of the Software or Services; (c) your breach of this Agreement orany representation, warranty or covenant in this Agreement; or (d) yourviolation of any applicable laws, rules or regulations through or related totheuse of the Software or Services. In the event of any claim, allegation,suit or proceeding alleging any matter potentially covered by the agreements inthis section, you agree to pay for the defense of the Indemnified Party,includingreasonable costs and attorneys’ fees incurred by the IndemnifiedParty. Direct Global reserves the right, at its own cost, toassumethe exclusive defense and control of any matter otherwise subject toindemnification by you, in which event you will fully cooperate with Direct Globalin asserting any available defenses. This provision doesnot require you to indemnify any Indemnified Party for any unconscionablecommercialpractice by such party, or for such party’s negligence, fraud,deception, false promise, misrepresentation or concealment, suppression oromission of any material fact in connection with the Software or Services. Youagree that the provisions in this section will survive any termination of youraccount, this Agreement, or your access to the Software and/or Services. 

17. Disclaimer ofWarranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLESTEXTENT OF LAW, YOUR USE OF THE SOFTWARE AND SERVICES IS ENTIRELY AT YOUR OWNRISK. CHANGES ARE PERIODICALLY MADE TO THE SOFTWARE AND SERVICES AND MAY BEMADE AT ANY TIME WITHOUT NOTICE TO YOU. THE SOFTWARE AND SERVICES ARE PROVIDEDON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE AND NON-INFRINGEMENT. DIRECT GLOBAL MAKES NOWARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS ORTIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SOFTWARE OR SERVICES, ORTHE SERVICES, SOFTWARE, TEXT, GRAPHICS OR LINKS.

DIRECT GLOBALDOES NOT WARRANT THAT THESOFTWARE OR SERVICES WILL OPERATE ERROR-FREE OR THAT THE SOFTWARE OR SERVICESARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THESOFTWARE OR SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENTOR DATA, DIRECT GLOBALSHALL NOT BE RESPONSIBLE FOR THOSEECONOMIC COSTS.

 

18. Internet Delays

The Software and Services may be subject to limitations,delays, and other problems inherent in the use of the Internet and electroniccommunications. Except as set forth in Direct Global’s privacypolicy or as otherwise required by applicable law, DirectGlobalis not responsible for any delays, delivery failures, or damage, loss or injuryresulting from such problems.

 

19. Breach AndLimitation of Liability

(aGeneral. You understand and agree thata key element of the Services and this Agreement is your and our mutual desireto keep the Services simple and efficient, and to provide the Software andServicesat low cost. You understand and agree to the limitations onremedies and liabilities set forth in this Section 19 to keep the Software andServices simple and efficient, and costs low, for all users.

(b) Cap on Liability. TO THE FULLEST EXTENTPERMITTED BY LAW DIRECT GLOBAL’SAGGREGATE LIABILITY SHALL NOTEXCEED THE GREATER OF AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU TO DIRECT GLOBAL IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THEEVENT GIVING RISE TO SUCH CLAIM. THIS CAP ON LIABILITY SHALL APPLY FULLY TORESIDENTS OF NEW JERSEY.

(c) Disclaimer of Certain Damages. TO THEFULLEST EXTENT OF LAW DIRECT GLOBALSHALL NOT BE LIABLE TO YOU ORANYONE ELSE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY,LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, AND LOSS OF DATA,REVENUE, USE AND ECONOMIC ADVANTAGE). THE FOREGOING DISCLAIMER OFPUNITIVE AND EXEMPLARY DAMAGES, AND THE ENTIRE DISCLAIMER OF DAMAGES FORPERSONAL INJURY OR PROPERTY DAMAGE, OR FOR ANY INJURY CAUSED BY DIRECT GLOBAL’S FRAUD OR FRAUDULENT MISREPRESENTATION, SHALL NOT APPLYTO USERS WHO RESIDE IN THE STATE OF NEW JERSEY.

 

20. Exclusive Venue

To the extent the parties are permitted under this Agreementtoinitiate litigation in a court, both you and Direct Globalagreethat all claims and disputes arising out of or relating to the Agreementwill be litigated exclusively in the state or federal courts located in Ontario, Canada if you are anOntarioresident, and in the UnitedStates District Court for the District in which you reside if you are not an Ontario resident.

 

21. Termination

If you violate this Agreement, Direct Globalmay respond based on a number of factors including, but not limited to, theegregiousnessof your actions and whether a pattern of harmful behavior exists.

In addition, at its sole discretion, Direct Global may modify or discontinue the Software or Service, or may modify,suspendor terminate your access to the Software or the Services, for anyreason, with or without notice to you and without liability to you or any thirdparty. In addition to suspending or terminating your access to the Software ortheService, Direct Global reserves the right to take appropriatelegalaction, including without limitation pursuing civil, criminal orinjunctive redress. Even after your right to use the Software or the Servicesis terminated, this Agreement will remain enforceable against you. Allprovisionswhich by their nature should survive to give effect to thoseprovisionsshall survive the termination of this Agreement.

 

22. ProcedureforMaking Claims of Copyright Infringement.

It is Direct Global’s policy to terminatemembershipprivileges of any User who repeatedly infringes copyright uponpromptnotification to Direct Global by the copyright owner orthecopyright owner’s legal agent. Without limiting the foregoing, if youbelieve that your work has been copied and posted on the Services in a way thatconstitutes copyright infringement, please provide our Copyright Agent with thefollowinginformation: (a) an electronic or physical signature of the personauthorizedto act on behalf of the owner of the copyright interest; (b) adescription of the copyrighted work that you claim has been infringed; (c) adescription of the location on the Services of the material that you claim isinfringing; (d) your address, telephone number and e-mail address; (e) awrittenstatement by you that you have a good faith belief that the disputeduseis not authorized by the copyright owner, its agent or the law; and (f) astatement by you, made under penalty of perjury, that the above information inyour notice is accurate and that you are the copyright owner or authorized toact on the copyright owner’s behalf. Contact information for Direct Global’s Copyright Agent for notice of claims of copyrightinfringement is as follows: General Counsel, Direct Global Buying Corp., 992Albion Rd. Toronto, Ontario M9V 1A7, Canada.

 

23. General

(a) No Joint Venture or Partnership. Nojointventure, partnership, employment, or agency relationship exists betweenyou, Direct Global or any third-party provider as a result ofthis Agreement or use of the Software or Services.

(b) Choice of Law. This Agreement isgovernedby the laws of the Province of Ontario consistent with the Commercial Arbitration Act, without giving effect to any principles that provide for theapplication of the law of any other jurisdiction.

(c) Severability. Except as otherwiseprovided in this Agreement, if any provision of this Agreement is found to beinvalid, the invalidity of such provision shall not affect the validity of theremaining provisions of this Agreement, which shall remain in full force andeffect.

(d) Consumer Complaints.Ifyou are located in the United States, you agree that any dispute in connection with the Software, this Agreement will be governed by the laws of the State of Delaware and the United States of America.

Ifyou are located in Canada (other than the province of Quebec), you agree that any dispute in connection with the Software, this Agreement or the Privacy Notice will be governed by the laws of the province of Ontario and the federal laws of Canada applicable therein. You also consent to the adjudication of any disputes arising in connection with the Software, this Agreement or the Privacy Notice in the Superior Court of Justice for the province of Ontario, sitting in Toronto, Ontario.

If you are located in the province of Québec, any dispute in connection with the Software, this Agreement or the Privacy Notice will be governed by the laws of the province of Québec and the federal laws of Canada applicable therein. You also consent to the exclusive jurisdiction of the Courts of the district of Montreal to adjudicate any dispute arising in connection with the Software, this Agreement or the Privacy Notice.

If you are located in the State of California,under California Civil Code Section 1789.3, California users of the Softwareare entitled to the following specific consumer rights notice:  The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

(e) Accessing and Downloading the Application from iTunes. The following applies to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”):

(1) You acknowledge and agree that (i) the Agreement is concluded between you and Direct Global only, and not Apple, and (ii) Direct Global, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

(2) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

(3) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App Store Sourced Application to you and to the fullest extent permitted by law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Direct Global and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Direct Global.

(4) You and Direct Global acknowledge that, as between Direct Global and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(5) You and Direct Global acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Direct Global and Apple, Direct Global, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.

(6) You and Direct Global acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

(7) Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

(f) Notice. Where Direct Global requires that you provide an e-mail address, you are responsible for providing Direct Global with your most current e-mail address. In the event that the last e-mail address you provided to Direct Global is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Direct Global’sdispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Direct Global through the following web form: https://directlocaleats.com/contact.Such notice shall be deemed given on the next business day after such e-mail is actually received by Direct Global.

(g) Electronic Communications. For contractual purposes, you (1) consent to receive communications from Direct Global in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Direct Global provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. You agree to keep your contact information, including email address, current. This subparagraph does not affect your statutory rights.

(h) Transfer and Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Direct Global without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. This Agreement binds and inures to the benefit of each party and the party’s successors and permitted assigns.

(i) Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. However, nothing in this Agreement shall supersede, amend, or modify the terms of any separate agreement(s) between you and Direct Global relating to your work as an independent Driver, including, without limitation, any Independent Driver Agreement governing your efforts as a Driver.