Legal stuff
Important legal info is outlined below. It's detailed, so please don't hesitate to reach out to us with any questions at support@foodoro.com.
Participation Agreement
Refunds, Returns & Cancellation PolicyPrivacy Policy
Participation Agreement
Introduction
● Welcome to Foodoro.com (the “Site”) and our selling services (the “Services”). Any company or individual (the “Merchants”) that wishes to
sell items through our Service must accept the following terms and conditions in their entirety. By registering for and using our Services,
you agree to be bound by all terms and conditions of this Merchant Agreement, including all policies and guidelines referenced.
● Foodoro, Inc., a Delaware corporation (“Foodoro”) reserves the right to change any of the terms and conditions at any time and in its sole discretion. Any changes to the Merchant Agreement will be posted on the site. Changes to the Merchant Agreement and referenced policies and guidelines may be posted without notice. Changes made to the Merchant Agreement and/or referenced policies and guidelines may be accessible only when Merchants are logged into their account.
● Your continued use of our Site and Services following Foodoro’s posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to this Merchant Agreement, do not continue to use the Services or this Site.
● Foodoro, Inc., a Delaware corporation (“Foodoro”) reserves the right to change any of the terms and conditions at any time and in its sole discretion. Any changes to the Merchant Agreement will be posted on the site. Changes to the Merchant Agreement and referenced policies and guidelines may be posted without notice. Changes made to the Merchant Agreement and/or referenced policies and guidelines may be accessible only when Merchants are logged into their account.
● Your continued use of our Site and Services following Foodoro’s posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to this Merchant Agreement, do not continue to use the Services or this Site.
Elgibility
● Foodoro must approve all Merchants that wish to sell items through Foodoro’s online marketplace (the “Marketplace”). In general,
Merchants must be the primary producer of the items listed in the Marketplace. Foodoro may make exceptions to this policy on a case-by-case basis.
● All Merchants must abide by the laws, statutes and regulations relating to their own business and selling their items. Please check your local, regional and state laws in order to make sure you have the proper licenses and permits to produce and sell your items on the Internet. Foodoro is not responsible for ensuring that Merchants are or remain legally qualified to sell their items.
● Merchants must provide all information requested by Foodoro, including their real name, business name (if different), email address, physical address, phone number, and valid payment information to register for a Merchant account. Foodoro reserves the right to terminate a Merchant’s account at any time for any reason. Reasons may include excessive refunding, failure to update inventory stock information, high rates of returns claims, and credit card chargebacks.
● All Merchants must abide by the laws, statutes and regulations relating to their own business and selling their items. Please check your local, regional and state laws in order to make sure you have the proper licenses and permits to produce and sell your items on the Internet. Foodoro is not responsible for ensuring that Merchants are or remain legally qualified to sell their items.
● Merchants must provide all information requested by Foodoro, including their real name, business name (if different), email address, physical address, phone number, and valid payment information to register for a Merchant account. Foodoro reserves the right to terminate a Merchant’s account at any time for any reason. Reasons may include excessive refunding, failure to update inventory stock information, high rates of returns claims, and credit card chargebacks.
Foodoro's Role
● Foodoro acts as a platform for Merchants to offer and sell items to our registered users (the “Users”) using a fixed price format.
Users are contracting with Merchants when purchasing items though our platform, and Foodoro is not a party to the actual transaction between Merchants
and Users and is not the agent of any party and has no authority for any party for any purpose. Foodoro does not guarantee that a Merchant or User will
complete a transaction.
● Foodoro must approve all items listed on the Site by Merchants. Without limitation, you also may not list any item that is prohibited by law. It is up to the Merchant to accurately describe the item for sale. Foodoro has the right to refuse to allow Merchants to list certain items for sale on the website.
● Merchants will ship items directly to Users. Merchants will be required to provide information regarding shipment, tracking (if available) and order status to Users and to Foodoro.
● You agree that Foodoro is a platform. As such, Foodoro is not responsible or liable for any of your products or content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on Foodoro. As a Merchant, you use the Site and the Services at your own risk.
● Foodoro must approve all items listed on the Site by Merchants. Without limitation, you also may not list any item that is prohibited by law. It is up to the Merchant to accurately describe the item for sale. Foodoro has the right to refuse to allow Merchants to list certain items for sale on the website.
● Merchants will ship items directly to Users. Merchants will be required to provide information regarding shipment, tracking (if available) and order status to Users and to Foodoro.
● You agree that Foodoro is a platform. As such, Foodoro is not responsible or liable for any of your products or content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on Foodoro. As a Merchant, you use the Site and the Services at your own risk.
Fees and Payment Terms
● Foodoro collects a commission fee only when your item sells through our Marketplace. Our commission fee is based on:
● There are no additional fees for registering a Merchant account with Foodoro or listing an item in the Marketplace. Foodoro will transfer your earnings less Foodoro’s commissions on the 1st and 15th of every month into your checking account.
● If Foodoro terminates your account, if a Merchant closes its account, or a Merchant has any outstanding fees, Merchants remain obligated to pay Foodoro for all unpaid fees plus any penalties, if applicable.
● All fees are in U.S. dollars unless stated otherwise and are incorporated herein by reference. The fees and payment terms may vary in the future. The fees and payment terms in effect on the date of an item sale transaction shall govern the transaction.
- Sales price: This is the final selling price of a transaction, excluding any applicable sales tax. Foodoro deducts a commission of 15 percent of the sales price. We do not deduct a commission of sales tax.
● There are no additional fees for registering a Merchant account with Foodoro or listing an item in the Marketplace. Foodoro will transfer your earnings less Foodoro’s commissions on the 1st and 15th of every month into your checking account.
● If Foodoro terminates your account, if a Merchant closes its account, or a Merchant has any outstanding fees, Merchants remain obligated to pay Foodoro for all unpaid fees plus any penalties, if applicable.
● All fees are in U.S. dollars unless stated otherwise and are incorporated herein by reference. The fees and payment terms may vary in the future. The fees and payment terms in effect on the date of an item sale transaction shall govern the transaction.
Pricing Rules
● Merchants must ensure that both the item price and total price on the Site are at or below the price of the same item that you
offer and/or sell via any other online sales channel. We define “item price” as the amount payable by a customer as it appears when you list the
product. This excludes shipping and handling prices. The “total price” is the amount payable by a customer as well as all terms of the offer/sale.
This includes any of the following:
- Shipping and handling charges
- Discounts, rebates, special sales, promotions you make with respect to purchases
- Shipping methods used
- Business practices such as discount or elimination of shipping charges on an order
Foodoro’s Payment System
● Merchants must register with Foodoro’s Payment Service (the “Payment Service”) in order to sell items in the Foodoro Marketplace. Merchants must provide true and accurate information when registering and must maintain and update that information as applicable. Merchant will not impersonate any person or company or use a name it is not legally authorized to use. The Merchant authorizes Foodoro to verify Merchant’s information (including any updated information), to obtain credit reports about the Merchant in order to approve Merchant for use of the Payment Service and also from time to time while Merchant is registered with the Payment Service.
● The Payment Service facilitates the purchase of Merchants items listed on the Site. A User’s authorized credit card payment is credited to the Merchant’s Foodoro account and funds (minus any applicable commission fees and other adjustments) are transferred to a Merchant’s designated checking account as set forth below. The Payment Service helps facilitate transactions in the Marketplace and is not the purchaser of the Merchant’s items. Merchants must resolve disputes directly with Users or with Foodoro’s assistance and not through the Payment Service.
● The Payment Service is only available to individuals and others who meet Foodoro’s terms of eligibility. For Users, this means individuals or others who have been issued a credit card by a United States bank and whose applications are acceptable to Foodoro. For Merchants, credit for payment transactions will only be made to checking accounts with a United States bank.
● Foodoro’s Payment Service is generally available 7 days per week, 24 hours per day, except for scheduled downtime due to system maintenance. We can initiate payment transaction credits to Merchant’s Foodoro account only on a Business Day when the automated clearinghouses are open for business. For purposes of this Merchant Agreement, a Business Day is a Monday through Friday, excluding federal banking holidays. In addition, you can access your Payment Service transaction information online in your account. You may access this feature only with a browser that is compatible with the Payment Service, including any security features that are a part of the Payment Service.
● Foodoro will initiate the transfer of the entire outstanding balances on the 1st and 15th of every month to the Merchant’s designated bank account. The transfer amounts will include any transactions you received from authorized credit card transactions by Users, less any commission fees, refunds, previous credit card chargebacks and/or other adjustments. Transfers to the Merchant’s bank will generally be credited within five business days of the date we initiate the transfer. On occasion, we may send Merchants a paper check instead of an electronic credit to Merchant’s bank account. We will do so, for instance, if Merchant’s bank will not accept an electronic credit to Merchant’s bank account.
● For security reasons, Foodoro has the right to impose minimum and maximum transaction limits on some or all Merchants and/or Users. These limits may relate to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to Merchants: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we allow a User to withdraw from a transaction because the Payment Service is unavailable following the commencement of a transaction.
● All notices to Merchants will be sent via e-mail or will be posted on Foodoro.com. We will send notices to Merchants at the e-mail address maintained in Foodoro’s records for the Merchant. The Merchant is expected to monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us.
● Merchant may terminate his or her participation in the Payment Service at any time by informing us by e-mail or phone provided by Foodoro for such termination. In addition, Foodoro has the right to refuse service to, suspend or cancel any Merchant and/or User account for any reason without notice. Upon termination, Merchant must pay us whatever fees were incurred prior to the effective date of the termination. Also upon termination, any pending transactions will be canceled. Upon termination of the Merchant account, Foodoro reserves the right to set off against any payments to be made to the Merchant, an amount determined by us to be adequate to cover chargebacks and refunds from the Merchant’s account for a prospective three-month period. At the end of such three-month period following termination, we will refund any amount not used to offset chargebacks and refunds to Merchant (without interest), or seek reimbursement from Merchant via lawful means. You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of checking account or credit card.
● Foodoro will reimburse dissatisfied Users on a case-by-case basis (refer to User’s Terms of Use). We have the right to seek reimbursement from Merchants if we believe that Merchants do no promptly deliver goods, discover erroneous or duplicate transactions or receive chargebacks from the User’s credit card issuer. We may obtain these reimbursements from the Merchant by making deductions from future payments to the Merchant.
● All sensitive financial information for Merchants and Users, such as credit card numbers and bank account numbers, will be stored by a third-party payment processor of our choice.
● The Payment Service facilitates the purchase of Merchants items listed on the Site. A User’s authorized credit card payment is credited to the Merchant’s Foodoro account and funds (minus any applicable commission fees and other adjustments) are transferred to a Merchant’s designated checking account as set forth below. The Payment Service helps facilitate transactions in the Marketplace and is not the purchaser of the Merchant’s items. Merchants must resolve disputes directly with Users or with Foodoro’s assistance and not through the Payment Service.
● The Payment Service is only available to individuals and others who meet Foodoro’s terms of eligibility. For Users, this means individuals or others who have been issued a credit card by a United States bank and whose applications are acceptable to Foodoro. For Merchants, credit for payment transactions will only be made to checking accounts with a United States bank.
● Foodoro’s Payment Service is generally available 7 days per week, 24 hours per day, except for scheduled downtime due to system maintenance. We can initiate payment transaction credits to Merchant’s Foodoro account only on a Business Day when the automated clearinghouses are open for business. For purposes of this Merchant Agreement, a Business Day is a Monday through Friday, excluding federal banking holidays. In addition, you can access your Payment Service transaction information online in your account. You may access this feature only with a browser that is compatible with the Payment Service, including any security features that are a part of the Payment Service.
● Foodoro will initiate the transfer of the entire outstanding balances on the 1st and 15th of every month to the Merchant’s designated bank account. The transfer amounts will include any transactions you received from authorized credit card transactions by Users, less any commission fees, refunds, previous credit card chargebacks and/or other adjustments. Transfers to the Merchant’s bank will generally be credited within five business days of the date we initiate the transfer. On occasion, we may send Merchants a paper check instead of an electronic credit to Merchant’s bank account. We will do so, for instance, if Merchant’s bank will not accept an electronic credit to Merchant’s bank account.
● For security reasons, Foodoro has the right to impose minimum and maximum transaction limits on some or all Merchants and/or Users. These limits may relate to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to Merchants: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we allow a User to withdraw from a transaction because the Payment Service is unavailable following the commencement of a transaction.
● All notices to Merchants will be sent via e-mail or will be posted on Foodoro.com. We will send notices to Merchants at the e-mail address maintained in Foodoro’s records for the Merchant. The Merchant is expected to monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us.
● Merchant may terminate his or her participation in the Payment Service at any time by informing us by e-mail or phone provided by Foodoro for such termination. In addition, Foodoro has the right to refuse service to, suspend or cancel any Merchant and/or User account for any reason without notice. Upon termination, Merchant must pay us whatever fees were incurred prior to the effective date of the termination. Also upon termination, any pending transactions will be canceled. Upon termination of the Merchant account, Foodoro reserves the right to set off against any payments to be made to the Merchant, an amount determined by us to be adequate to cover chargebacks and refunds from the Merchant’s account for a prospective three-month period. At the end of such three-month period following termination, we will refund any amount not used to offset chargebacks and refunds to Merchant (without interest), or seek reimbursement from Merchant via lawful means. You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of checking account or credit card.
● Foodoro will reimburse dissatisfied Users on a case-by-case basis (refer to User’s Terms of Use). We have the right to seek reimbursement from Merchants if we believe that Merchants do no promptly deliver goods, discover erroneous or duplicate transactions or receive chargebacks from the User’s credit card issuer. We may obtain these reimbursements from the Merchant by making deductions from future payments to the Merchant.
● All sensitive financial information for Merchants and Users, such as credit card numbers and bank account numbers, will be stored by a third-party payment processor of our choice.
Transaction Policies & Guidelines
● Merchants have the obligation to complete transaction as described by this Merchant Agreement. Merchants are obligated to sell items at the price listed to Users who meet the Merchant’s terms, including both the price of item as well as the shipping price offered. Merchants represent and warrant to Foodoro and to Users that you have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive.
● All items must be listed with a fixed price, and Merchants cannot sell items “off-site” once a transaction has been completed on the Foodoro Marketplace without violating the terms of the Merchant Agreement.
● Merchants have the obligation to update and maintain the inventory of items listed for sale in our Marketplace. Failure to do so may result in the suspension or cancelation of the Merchant’s account.
● Please also refer to Refunds, Returns & Cancellations (for Merchants).
● All items must be listed with a fixed price, and Merchants cannot sell items “off-site” once a transaction has been completed on the Foodoro Marketplace without violating the terms of the Merchant Agreement.
● Merchants have the obligation to update and maintain the inventory of items listed for sale in our Marketplace. Failure to do so may result in the suspension or cancelation of the Merchant’s account.
● Please also refer to Refunds, Returns & Cancellations (for Merchants).
Reservation of Rights
● Foodoro retains the right to ownership and to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time). Foodoro also retains the right to delay or suspend the listing of, or to refuse to list, or to de-list, or to require Merchant not to list, any or all products in our sole discretion. Reasons for these actions include, without limitation, the listing of objectionable material, any inaccurate listing, any inappropriately categorized items, or any unlawful items.
● We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions at any time without liability. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Merchant Agreement) that has been charged for an order that we stop or cancel.
● We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions at any time without liability. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Merchant Agreement) that has been charged for an order that we stop or cancel.
Sales, Use and Other Taxes
● You agree that it is the Merchant’s responsibility to determine whether sales, use, or similar taxes apply to the transactions and to collect, report, and remit the correct tax to the appropriate tax authority. You also agree that Foodoro is not obligated to determine whether sales, use, or similar taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction.
Dispute Resolution & Release
● Foodoro is not the agent of either Merchant or User for any purpose. As such, Foodoro will not act as either party's agent in connection with resolving any disputes between the parties, including disputes related to or arising out of any transaction.
● In the case of a dispute, Users will first be directed to contact the Merchant directly to resolve such matter. Foodoro urges Merchants and Users to cooperate with each other to resolve disputes. In the event a dispute arises between you and Foodoro, please contact Foodoro by e-mail or phone.
● Foodoro, for the benefit of our Users, may try to help resolve disputes (see Refunds & Returns). Foodoro does so in Foodoro’s sole discretion, and Foodoro has no obligation to resolve disputes between Merchants and other parties, including Users. To the extent that Foodoro attempts to resolve a dispute, Foodoro will do so in good faith based solely on our policies. Foodoro is not obligated to make judgments regarding legal issues or claims, but reserves the right to do so in its absolute and sole discretion. Any such judgment shall be final and binding on Merchant.
● Should you have a dispute with one or more Users, or an outside party, you hereby agree to release and indemnify Foodoro (including its officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
● In the case of a dispute, Users will first be directed to contact the Merchant directly to resolve such matter. Foodoro urges Merchants and Users to cooperate with each other to resolve disputes. In the event a dispute arises between you and Foodoro, please contact Foodoro by e-mail or phone.
● Foodoro, for the benefit of our Users, may try to help resolve disputes (see Refunds & Returns). Foodoro does so in Foodoro’s sole discretion, and Foodoro has no obligation to resolve disputes between Merchants and other parties, including Users. To the extent that Foodoro attempts to resolve a dispute, Foodoro will do so in good faith based solely on our policies. Foodoro is not obligated to make judgments regarding legal issues or claims, but reserves the right to do so in its absolute and sole discretion. Any such judgment shall be final and binding on Merchant.
● Should you have a dispute with one or more Users, or an outside party, you hereby agree to release and indemnify Foodoro (including its officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Privacy & Use of Information
● Please read the Foodoro Privacy Policy. Foodoro reserves the right to change the Privacy Policy at any time in the future, and you should check the Privacy Notice frequently for changes. Foodoro and its affiliates may communicate with you in connection with your listings, sales, and the Services, electronically and in other media, and you consent to such communications regardless of any communications preferences or requests you may have indicated on the Site or by any other means. When you use the Services, some personally identifiable information about you, including your feedback and the e-mail address associated with your account, may be displayed on the Site and may be viewed by Users.
● You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any order information or other data or information acquired by you or your affiliates from Foodoro or its affiliates (or otherwise) as a result of the Merchant Agreement, the transactions contemplated hereby or the parties' performance hereunder (collectively, "Foodoro Transaction Information"), except you may disclose this information as necessary for you to perform your obligations under this Merchant Agreement, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information. The terms of this section do not prevent you from using other information that you obtain separately, even if such information is identical to Foodoro Transaction Information, provided that you do not target communications on the basis of the intended recipient being a Foodoro User.
● You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any order information or other data or information acquired by you or your affiliates from Foodoro or its affiliates (or otherwise) as a result of the Merchant Agreement, the transactions contemplated hereby or the parties' performance hereunder (collectively, "Foodoro Transaction Information"), except you may disclose this information as necessary for you to perform your obligations under this Merchant Agreement, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information. The terms of this section do not prevent you from using other information that you obtain separately, even if such information is identical to Foodoro Transaction Information, provided that you do not target communications on the basis of the intended recipient being a Foodoro User.
Security
● The Merchant is solely responsible for maintaining the security of the password used to gain access to his or her Foodoro account. Your password may be used only to access the Site, use the Services, electronically sign your transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password.
Illegal Activity
● Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. Merchants agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any Merchant or User or use another Merchant’s or User’s password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and Foodoro will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
● Investigation. Foodoro has the right, but not the obligation, to monitor any activity and content associated with the Site and investigate as we deem appropriate. Foodoro may also investigate any reported violation of its policies or complaints and take any action that it deems appropriate in its sole and absolute discretion. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including product reviews, listings and purchase transactions. Foodoro reserves the right and has absolute discretion to remove, screen, or edit any Merchant or User account or content that violates these provisions or is otherwise objectionable.
● Disclosure of Information. Foodoro also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect Foodoro’s systems, business, Users, and Merchants, or to ensure the integrity and operation of Foodoro's business and systems, Foodoro may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.
● Investigation. Foodoro has the right, but not the obligation, to monitor any activity and content associated with the Site and investigate as we deem appropriate. Foodoro may also investigate any reported violation of its policies or complaints and take any action that it deems appropriate in its sole and absolute discretion. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including product reviews, listings and purchase transactions. Foodoro reserves the right and has absolute discretion to remove, screen, or edit any Merchant or User account or content that violates these provisions or is otherwise objectionable.
● Disclosure of Information. Foodoro also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect Foodoro’s systems, business, Users, and Merchants, or to ensure the integrity and operation of Foodoro's business and systems, Foodoro may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.
Foodoro’s Intellectual Property
● Merchants shall not use our graphics, logos, content, appearance, design, functionality and all other aspects of the Site and the Services in any manner (i) that could cause confusion unless you receive explicit permission to do so, or (ii) disparages or discredits Foodoro.
Content Policy
● Foodoro does not claim ownership rights of your content. Foodoro has permission to use content pertaining to products and business of the Merchant.
● Merchants grant Foodoro a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity, and database rights you have in the content, in any media now known or not currently known, with respect to your content. You agree to allow Foodoro to store or re-format your content on the Site and display your content on Foodoro in any way as Foodoro chooses. This includes any content submitted by the Merchant to Foodoro as well as any content submitted by our Users.
● We’re not responsible for negative reviews and are not obliged to remove reviews submitted by our Users. We may remove objectionable content based solely on our own judgment.
● Merchants grant Foodoro a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity, and database rights you have in the content, in any media now known or not currently known, with respect to your content. You agree to allow Foodoro to store or re-format your content on the Site and display your content on Foodoro in any way as Foodoro chooses. This includes any content submitted by the Merchant to Foodoro as well as any content submitted by our Users.
● We’re not responsible for negative reviews and are not obliged to remove reviews submitted by our Users. We may remove objectionable content based solely on our own judgment.
Warranties
● The Site and the Services are provided on an “as is” basis. Foodoro makes no other representations or warranties of any kind, express, implied or statutory. Foodoro and its subsidiaries, officers, directors, employees, agents and suppliers specifically disclaim any implied warranties of title, merchantability, performance, fitness for a particular purpose and non-infringement. In addition, no advice or information (oral or written) obtained by you from Foodoro shall create any warranty. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
● You warrant that all the products offered by you through the Site are (i) correctly and adequately described, (ii) safe for their intended use and/or consumption by Users (as applicable), and (iii) will be shipped to Users using a reasonable shipping method based on the type of product being shipped . You further warrant that you shall follow all labeling and all other legal requirements in connection with the preparation and sale of food products both in your jurisdiction and in the jurisdiction of all Users who purchase your products.
● You warrant that all the products offered by you through the Site are (i) correctly and adequately described, (ii) safe for their intended use and/or consumption by Users (as applicable), and (iii) will be shipped to Users using a reasonable shipping method based on the type of product being shipped . You further warrant that you shall follow all labeling and all other legal requirements in connection with the preparation and sale of food products both in your jurisdiction and in the jurisdiction of all Users who purchase your products.
No Guarantee
● Foodoro does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside Foodoro’s control.
Limitation of Liability
● Foodoro will not be liable for any damages of any kind, including without limitation direct, indirect, incidental, punitive, and consequential damages, arising out of or in connection with the Merchant Agreement, the Site, the Services, the inability to use the Services, or damages resulting from any items, products or Services purchased or obtained or messages received or transactions entered into through the Site and/or Services.
Indemnity
● You agree to indemnify and hold Foodoro and (as applicable) Foodoro’s parent, subsidiaries, affiliates, officers, directors, shareholders, agents, and employees (collectively, the “Indemnified Parties”), harmless from any claim or demand, including reasonable attorneys' fees, made by any party due to or arising out of your breach of this Merchant Agreement (and the documents it incorporates by reference), your use of the Services, or your violation of any law or the rights of another party. In addition, without limitation, to the maximum extent allowable by applicable law, you agree to indemnify and hold harmless Foodoro and the Indemnified Parties from all claims, actions and/or liability resulting from personal injury and/or death resulting from, or arising out of, a User’s use or consumption of products provided by you through the Site or in connection with the Services.
General Release
● Foodoro is not involved in transactions between Merchants and Users or other participant dealings. As such, if a dispute arises between one or more participants, each of you release Foodoro (and the Indemnified Parties) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Applicable Law
● The laws of the state of California govern this Merchant Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the Convention on Contracts for the International Sale of Goods. Any dispute with Foodoro or its affiliates relating in any way to these terms and conditions or your use of the Services shall be adjudicated in any state or federal court in San Francisco County, California, and you consent to exclusive jurisdiction and venue in such courts.
Termination
● Foodoro, in its sole discretion, may terminate this Merchant Agreement, access to the Site or the Services immediately without notice for any reason without liability. Foodoro, in its sole discretion, also may prohibit any Merchant from listing items for sale.
● Merchant may terminate his or her participation in the Payment Service at any time by informing us by e-mail or phone provided by Foodoro for such termination.
● Merchant may terminate his or her participation in the Payment Service at any time by informing us by e-mail or phone provided by Foodoro for such termination.
Severability
● If any provision of this Merchant Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of this Merchant Agreement shall remain in full force and effect.
No Agency
● You and Foodoro are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Merchant Agreement.
Your Agreement
● This Merchant Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Policy and Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
