Last updated 11/10/2020
Terms and Conditions of Thankfully Local, INC.
Welcome and thank you for visiting Thankfully Local (“Site”) or our mobile applications (“App”) and our Terms and Conditions (“Terms”).
Thankfully Local, Inc., (“THANKFULLYLOCAL,” “WE,” “OUR,” “US” OR “COMPANY”) OPERATES THIS SITE AND THE MOBILE APP.
BY CLICKING ON THE” PLACE ORDER” BUTTON, COMPLETING THE REGISTRATION PROCESS, OR ACCESSING OR USING SITE OR APP, YOU REPRESENT THAT:
1. INFORMATION ABOUT US
Thankfully Local, Inc., is a general corporation incorporated in the State of North Carolina
2. SERVICE AVAILABILITY AND YOUR STATUS
The Site, the App, and Offerings, are intended for use by individuals in the United States of America (“Serviced Countries”) and specifically within zip codes in the North Carolina area. At this time, we do not accept orders from individuals outside the Serviced Countries
4.1 Registering Your Account. In order to utilize specific features on the Site and App, individuals will need to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Site (“Account”) or has a valid account on the social networking service (“SNS”) through which the user has connected to the Site (each such account, a “Third-Party Account”).
4.2 Access Through a SNS. If you access the Site or App through a SNS as part of the functionality of the Site and/or App, you may link your Account with Third-Party Accounts, by allowing Last updated 7/10/2020
5. PriceS And Payments
5.1 Price Adjustments. We reserve the right to adjust prices in our sole discretion, at any time and without notice to you. Your acceptance of deliveries of the Products after such notice has been delivered to you will constitute your acceptance of such price changes, unless you cancel your subscription to the Service in accordance with these Terms. All prices shown on the Site and/or in the App are in U.S. dollars. Any applicable taxes and other fees or charges are not included and are additional to any prices shown on the Site and/or in the App. Prices, taxes or other fees may vary geographically.
5.2 Payment. You agree to pay for all orders made from your Account in accordance with the prices and billing terms in effect at the time an order is made from your Account. You also agree to pay all applicable taxes. To make an order from an Account, you must provide valid payment information (e.g. credit card, debit card, and/or a Gift Card) through the Site or App. By placing an order through your Account, you also agree and authorize (1) the payment method(s) you provide to be immediately charged for all fees and taxes applicable to your order, (2) THANKFULLYLOCAL to charge alternative payment methods associated with your account if a primary payment method is declined or no longer available, (3) THANKFULLYLOCAL to share payment information and instructions required to complete the payment transactions between THANKFULLYLOCAL, our payment processors, and their third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services), and (4) no additional notice or consent is required for the foregoing authorizations. You agree to immediately update your Account in the event of any change in your payment information. THANKFULLYLOCAL h reserves the right at any time to change its billing methods.
6. REPLACEMENT INGREDIENTS IN MEAL DELIVERY AND PROMOTIONAL INCLUSIONS
Given the perishable nature of many of our ingredients, and market conditions and product supply beyond our control, we reserve the right to adjust the quantity of any ingredients in a Meal Delivery Service, to discontinue the use of any ingredient or Product, or to substitute any ingredients or entire Meal Delivery, all without notice. While we make every effort to ensure that you are provided with the very best ingredients for our Meal Delivery, these switches may occasionally be required.
7.1 THANKFULLY LOCAL Delivery Week. Thankfully Local’s “Delivery Week” begins on Monday and runs through Friday. The start of our Delivery Week means that new Meal Deliveries are available to be delivered to your home.
7.2 Meal Selection. You have the option of selecting the day you would like to receive your Meal Delivery, and the meals through https://thankfullylocal.com/order-now/. Your credit card or other payment source will be charged the same day.
7.3 Delivery Specifics. In the case of weather which inhibits the ability to make safe deliveries, or other events beyond our control that interfere with our ability to deliver your order, we will attempt to deliver your Order as soon as reasonably possible. In some cases, delivery may occur on a date other than your scheduled delivery day. If the delivery of your Meal Delivery is not feasible, we will cancel your delivery for the period so affected and issue you a credit, as determined in our sole discretion or refund of a part or the whole of the purchase price for that Meal Order.
8. FORCE MAJEURE
We will not be liable or responsible for any failure to perform, or delay the performance of, any of our obligations that is caused by events outside our reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes, but is not limited, to the following: (1) Strikes, lock-outs, or other industrial action; (2) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war, or threat or preparation for war; (3) Fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disaster; (4) Impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport; (5) Impossibility of the use of public or private telecommunications networks; and (6) The acts, decrees, legislation, regulations, or restrictions of any government. Our performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable efforts to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Agreement may be performed despite the Force Majeure Event.
9. RECEIPT OF THE MATERIALS AND FOOD PREPARATION
ThankfullyLocal uses specific materials to refrigerate perishable items and also uses third party delivery companies to deliver Meals to customers. Please note that you are responsible for reviewing the Meal upon delivery and inspecting all of the Products contained within for any defects or other problems upon delivery. If you are not home when your Meal Box is delivered, the Meal Box will be left at your door or in a common area. Upon the completion of your review of the Meal Box, we recommend that you place all perishables in your refrigerator to ensure the ingredients’ integrity. The risk of loss and/or damage passes to you at the time of delivery. We highly recommend that you review the USDA’s instructions on safe food handling, which can be found here. All items are solely at your risk from the time of delivery. As such, you are solely responsible for any preparatory steps, storage of the contents of any Meals.
10. RETURN AND REFUND POLICY
In the event that you are unhappy with any part of your Meal, or a specific Meal item, you can reach out to us at firstname.lastname@example.org. Please do so within 24 hours of delivery of the unsatisfactory item. If related to ingredients or condition of a Meal, we, at our sole discretion, may give you credit for the individual ingredient or Meal, and in some situations, issue a partial or full refund for the ingredient or the Meal Kit. We reserve the right, however, to require either the return of the unsatisfactory Meal Item or Meal Kit, or a photograph of such, before any partial/full refund or credit will be issued. Subject to this Agreement, ThankfullyLocal grants you a limited license to utilize the Offerings for personal, non-commercial use. Any future release, update or other addition to the Offerings shall be subject to this Agreement. ThankfullyLocal, its suppliers, and its service providers reserve all rights not granted in this Agreement.
11. PROPRIETARY RIGHTS
ThankfullyLocal is the owner and operator of the Site and the App. Additionally, ThankfullyLocal is the owner of, or duly licensed to utilize, all content, features, and functionality (including, but not limited to, all information, text, graphics, software, video, and audio, and the design, selection, and arrangement thereof) published on the Site, the App, or any Offerings. The Offerings are protected by copyright, trademark, trade secret, and other intellectual property or proprietary rights laws throughout the world.
Users are only permitted to use these materials in order to utilize ThankfullyLocal’ Offerings for personal, non-commercial use. Any other use of ThankfullyLocals’ materials, including modification, distribution, or reproduction for purposes other than the personal usage of ThankfullyLocals’ Offerings, without written approval from ThankfullyLocal (which can be provided through email) is prohibited.
“ThankfullyLocal,“ all other ThankfullyLocal marks and logos, and all titles, characters, names, graphics, and button icons are service marks, trademarks, and/or trade dress of ThankfullyLocal or otherwise proprietary to ThankfullyLocal and may not be used by you for any reason other than as expressly permitted by the Terms. All other trademarks, service marks, product names, and company names, logos, designs, or slogans appearing by and through the Offerings are the property of their respective owners and you do not acquire any ownership rights in or to such marks, logos, or names by using and/or accessing the Offerings. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Offerings.
12.1 Other Content. Except with respect to your User Content, you agree that you have no right, title, or interest in or to any Content that appears on or in the Offerings.
12.2 Procedure for Making Claims of Copyright Infringement. ThankfullyLocal reserves the right to terminate any end-user’s access to the Offerings where that end-user infringes upon third-party copyrights. If you believe content posted on the App or Site infringes your copyright, please provide our copyright agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Correspondence to regarding notice of claims of copyright infringement should be sent to our copyright agent hello@ ThankfullyLocal.com.
13. PROHIBITED USES
You may use ThankfullyLocal Offerings only for lawful purposes and in accordance with these Terms and Conditions. You agree not to use the Offerings:
– In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries)..
– For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
– To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
– To impersonate or attempt to impersonate ThankfullyLocal, an employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
– To impersonate or attempt to impersonate ThankfullyLocal, an employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
– To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site or App, or which, as determined by us, may harm ThankfullyLocal or users of the Site or expose them to liability.
Additionally, you agree not to:
– Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site..
– Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
– Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent.
– Use any device, software, or routine that interferes with the proper working of the Site.
– Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site..
– Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
– Attack the Site via a denial-of-service attack or a distributed denial-of- service attack.
– Otherwise attempt to interfere with the proper working of the Site.
13. NON-USER THIRD PARTY CONTENT
We may display content, advertisements, and promotions from third parties through the Site, in mailings or emails containing information regarding other companies, or with or contained within the Offerings (“Third Party Content”). The Third Party Content is not endorsed, adopted by, or controlled by ThankfullyLocal, and we make no representations or warranties of any kind regarding such Third Party Content, regarding its accuracy or completeness. You acknowledge and agree that (i) your interactions with third parties providing Third Party Content through or on the Offerings (including, but not limited to, our Site, App, social media, other Content, or Products) are solely between you and such third parties; and (ii) that it is impossible for ThankfullyLocal to monitor such materials and that you access these materials at your own risk.
14. USER CONDUCT
You agree that you will not violate any law, statute, regulation, intellectual property (including, but not limited to, copyright and trademarks), contractual obligations, other third-party rights, or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Site or App. You agree that you will abide by this Agreement and will not: (1) display personal or confidential information related to any third party, including, but not limited to, street addresses, email addresses, last names, telephone numbers, and URLs; (2) attempt to access or use another user’s account unless permitted to do so, in writing, from both the user and ThankfullyLocal; (3) engage in any behavior which is deemed to be harassment, threatening, stalking or predation of any other person; (4) make any claim, statement, or assertion, or imply, that your claim, statement, or assertion is endorsed by ThankfullyLocal without ThankfullyLocals’ express written consent; (5) engage in the commercial solicitation of other end-users; (6) collect or record end-users’ personal information without their prior written consent; (7) develop or use any third party applications that interact with any of ThankfullyLocal’ Content, the Site, or the App without our prior written consent; (8) use the Site or App in any way that prevents or inhibits other end-users from fully utilizing the Site or App, or in a way that could overburden or interfere with the functioning of the Site or App in any manner; (9) use any manual or automatic process, means, or interface (including, but not limited to robot, spider, script or, browser extension), which ThankfullyLocal has not authorized to access the Site or the App, to retrieve or index data or content; (10) decipher or reverse engineer any portion of the Site or the App that may reveal source code or bypass items designed to obstruct, limit, or stop access to any Content, specific site within the Site, or code within the Site; (11) access or attempt to access any portion or feature of the Site or App which you are not authorized to access, pursuant to this Agreement or any subsequent agreements; or (12) use the Site or the App for any illegal purpose.
15. USER CONTENT
15.1 Pursuant to the specifications located in this Agreement, the Site, App, or any social media platforms on which ThankfullyLocal has an official page or feed, may include, now or in the future, areas (“Interactive Areas”) that allow users to post content, including but not limited to, recipes, reviews, photos, videos, music, sound, text, graphics, code, or other materials (“User Content”). Any User Content you post or submit to us through email or other channels must, in its entirety, comply with all applicable federal, state, local and international laws and regulations, and this Agreement (including, but not limited to, the Prohibited Uses set out in Section 16 of these Terms, respectively). You understand and acknowledge that you are responsible for any User Content you submit or contribute through any channel or method and your use of any Interactive Areas of the Site and/or App, and you, not ThankfullyLocal, have full responsibility for such content and use, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Site. You understand and acknowledge that User Content that you share with a third party through the Site or third-party platforms will be viewable by others in accordance with the privacy settings you establish. Any User Content you post to the Site will be considered non-confidential and non-proprietary. By providing any User Content, you represent and warrant that:(1) You own or control all rights in and to the User Content and have the right to grant the license granted below to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, including, without limitation, all copyrights and rights of publicity contained therein, and that all User Content does not infringe on any patent trademark, trade secret, copyright, right of publicity or other right of any other person or entity; (2) You shall not (and shall not permit any third party to) take any action or upload, post, or otherwise distribute any User Content that you if false, misleading, untruthful or inaccurate, or is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by ThankfullyLocal in our sole discretion.
15.2 ThankfullyLocal may pull content from our Users who share photos, reviews, videos on social media using our brand name, brand hashtags, including without limitation, #thankfullylocal, # thankfullylocal pics, #chefchuckhayworth(collectively, the “ThankfullyLocal Hashtags”), or tagging ThankfullyLocal using the @ ThankfullyLocal account. You acknowledge and agree that by using our brand name, tagging ThankfullyLocal, or using a ThankfullyLocal Hashtag, that it may be used by ThankfullyLocal in our marketing materials, including but not limited to, our emails, our advertisements, and on our Site, and you hereby grant us permission to use and authorize us to use your name or social media handle in association with your User Content for identification, publicity related to the Services and similar promotional purposes, including after your termination of your ThankfullyLocal account or the Services. You represent and warrant that the posting and use of your User Content, including to the extent that your User Content include your name, username, likeness, voice, or photograph, does not violate, misappropriate or infringe on the rights of any third party, including without limitation, privacy rights, publicity rights, copyrights, trademark and other intellectual property rights.
15.3 By uploading any User Content you hereby grant ThankfullyLocal and its affiliates and subsidiaries a nonexclusive, royalty-free, transferable, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, copy, upload, store, distribute, perform and publicly display your User Content, in whole or in part and any name, username, likeness, voice, or photograph provided in connection with your User Content without compensation to you, in connection with the operation of the Site or the promotion, advertising or marketing of the Services, in any form, medium or technology now known or later developed, and including after your termination of your Account or the Services. For clarity, the foregoing license does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
15.4 Except where prohibited by applicable law, by submitting User Content through the Site, you are waiving and agreeing not to assert any copyrights or “moral” rights or claim resulting from our alteration of the User Content. You are also agreeing to appoint ThankfullyLocal as your irrevocable attorney-in-fact with respect to the User Content,
15.5 You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services (collectively “Feedback”) that you provide us are non-confidential and we will be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without your acknowledgment or compensation to you.
15.6 You acknowledge and agree that we may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce this Agreement; (c) respond to claims that any User Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of ThankfullyLocal or our users.
You agree to defend, indemnify and hold harmless ThankfullyLocal, our affiliates, service providers, and licensors and their respective directors, officers, agents, contractors, partners, licensors, representatives, suppliers and employees, from and against any loss, liability, threatened or actual claim, demand, damages, costs and expenses, (including reasonable legal fees) arising out of or in connection with your use of the Site, the App, the Products or any Offerings, or any information obtained therefor other than as expressly authorized in this Agreement. We reserve the right, at our 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 us. You agree to promptly notify ThankfullyLocal of any third-party claims, cooperate with ThankfullyLocal in defending such claims, and pay all fees, costs and expenses associated with defending such claims (including, but not limited to, attorneys’ fees and expenses, court costs, costs of settlement and costs of pursuing indemnification and insurance). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and ThankfullyLocal. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Offerings.
YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO, THE PROPER AND SAFE STORAGE, USE, AND CONSUMPTION OF THE CONTENTS OF THE MEAL DELIVERY. AS SUCH, ALL CONTENTS OF THE RESPECTIVE MEAL DELIVERY ARE PROVIDED “AS-IS” AND “AS AVAILABLE,” AND, TO THE FULLEST EXTENT ALLOWABLE UNDER THE APPLICABLE LAW, ALL EXPRESS AND IMPLIED WARRANTIES ARE DISCLAIMED. THIS SPECIFICALLY INCLUDES, BUT IS NOT LIMITED TO, THE WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY, AND WARRANTIES FOR THE NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
17.1 Allergen Information. PLEASE NOTE THAT THE EIGHT MAJOR ALLERGENS, AS DETERMINED BY THE US FOOD AND DRUG ADMINISTRATION, WHICH ARE WHEAT, EGG, SOY, MILK, TREENUTS, PEANUTS, FISH, AND SHELLFISH, ARE STORED, PORTIONED, AND PACKAGED IN THANKFULLYLOCALS’S AND OUR SUPPLIER’S FACILITIES. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE STORE, PORTION AND PACKAGE THESE PRODUCTS, AND WHILE THANKFULLYLOCAL TAKES PRECAUTIONS TO LIMIT ANY CROSS-CONTAMINATION, CROSS-CONTAMINATION MAY OCCUR BETWEEN FOOD PRODUCTS, AND THUS, THE RESPECTIVE MEAL KITS, OR THE MEAL BOX, MAY CONTAIN SOME OR ALL OF THE ALLERGENS LISTED. YOU ARE ALSO SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE AND VERIFYING THE PRODUCTS AND THEIR CONTENTS BEFORE HANDLING, PREPARING, USING OR CONSUMING SUCH PRODUCTS. THANKFULLYLOCAL DOES NOT REPRESENT OR WARRANT THAT THE NUTRITION, INGREDIENT, ALLERGEN, AND OTHER PRODUCT INFORMATION ON OUR SITE OR APP IS ACCURATE OR COMPLETE SINCE THIS INFORMATION IS PROVIDED BY THE PRODUCT MANUFACTURERS OR SUPPLIERS AND ON OCCASION MANUFACTURERS MAY MODIFY THEIR PRODUCTS AND UPDATE THEIR LABELS. WE RECOMMEND THAT YOU DO NOT RELY SOLELY ON THE INFORMATION PRESENTED ON OUR SITE AND THAT YOU CONSULT THE PRODUCTS LABEL OR CONTACT THANKFULLYLOCAL IN ORDER TO PROVIDE INFORMATION TO CONTACT THE MANUFACTURER DIRECTLY IF YOU HAVE A SPECIFIC DIETARY OR ALLERGIC CONCERN OR QUESTION ABOUT A PRODUCT.
17.2 Specifications Related to Warranties. WE ATTEMPT TO DISPLAY THE PRODUCTS YOU WILL RECEIVE AND OTHER MATERIALS AND INFORMATION YOU VIEW ON THE SITE AND APP, INCLUDING PRICING AND OCCASSIONALLY NUTRITIONAL INFORMATION, AS ACCURATELY AND RELIABLY AS POSSIBLE. HOWEVER, WE DO NOT GUARANTEE THE ACCURACY OF SUCH MATERIALS AND INFORMATION. IN THE EVENT OF AN ERROR, WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND SUBJECT TO THIS AGREEMENT, TO CORRECT SUCH ERRORS AND REVISE YOUR ORDER ACCORDINGLY (INCLUDING CHARGING THE CORRECT PRICE) OR TO CANCEL YOUR ORDER AND ISSUE YOU A CREDIT REFUND. YOU FURTHER AGREE THAT THE PRODUCTS AND OTHER MATERIALS YOU RECEIVE IN YOUR ORDER MAY VARY FROM THE PRODUCTS AND MATERIALS DISPLAYED ON THE SITE DUE TO A NUMBER OF FACTORS, INCLUDING, WITHOUT LIMITATION, SYSTEM CAPABILITIES AND CONSTRAINTS OF YOUR COMPUTER, MANUFACTURING PROCESS OR SUPPLY ISSUES, THE AVAILABILITY AND VARIABILITY OF PRODUCTS, DISTINCT COOKING OR OTHER PREPARATION METHODS AND VARIABILITY OF COOKING EQUIPMENT AND APPLIANCES. THE SITE MAY CONTAIN INFORMATION ABOUT PRODUCTS THAT ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT ON THE SITE DOES NOT IMPLY OR GUARANTEE THAT IT IS OR WILL BE AVAILABLE IN YOUR LOCATION OR AT THE TIME OF YOUR ORDER.
We reserve the right to change any and all Content and to modify, suspend or stop providing access to the Site (or any features or functionality of the Site) and the Products at any time without notice and without obligation or liability to you.
18. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THANKFULLYLOCAL, ITS AFFILIATES (INCLUDING, BUT NOT LIMITED TO, THEIR LICENSORS, SERVICE PROVIDERS, DIRECTORS, OFFICERS, AGENTS, PARTNERS, REPRESENTATIVES AND EMPLOYEES) SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY/PUNITIVE DAMAGES. THIS LIMITATION SHALL INCLUDE, BUT IS NOT LIMITED TO, DAMAGES RELATED TO PERSONAL INJURY; PAIN AND SUFFERING; EMOTIONAL DISTRESS; BUSINESS INTERRUPTION; LOSS OF PROFITS, REVENUE, BUSINESS OR ANTICIPATED SAVINGS, USE, GOODWILL, DATA; AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE) BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. ADDITIONALLY, IN NO EVENT SHALL THANKFULLYLOCAL BE LIABLE FOR DISPUTES ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, APP OR CONTENT (INCLUDING, BUT NOT LIMITED TO, USER CONTENT, THIRD PARTY CONTENT, CONTENT OF LINKED THIRD PARTY SITES), OR THE ORDERING, RECEIPT, OR USE OF ANY PRODUCT, OR OTHERWISE RELATED TO THIS AGREEMENT(INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM THANKFULLYLOCAL, OR FROM EVENTS BEYOND THANKFULLYLOCAL’S REASONABLE CONTROL, SUCH AS SITE INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS OR OMISSIONS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE). UNDER NO CIRCUMSTANCES WILL THANKFULLYLOCAL BE LIABLE TO YOU FOR MORE THAN THE TOTAL AMOUNT PAID TO THANKFULLYLOCAL BY YOU DURING THE THIRTY (30) DAY PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION 22 SHALL NOT AFFECT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW/JURISDICTION, SUCH AS LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY AND PROXIMATELY CAUSED BY OUR ACTS OR OMISSIONS, OR FOR OUR GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.
19. MODIFICATIONS TO THE SITE AND PRODUCTS
We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Site or App (or any features or parts thereof) or the rates, delivery, or provision of the Products at any time.
20. GOVERNING LAW AND VENUE
ATHIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NORTH CAROLINA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.
21. SEVERABILITY AND WAIVER
If any of this Agreement are determined by any competent jurisdiction to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions, and provisions which will continue to be valid to the fullest extent permitted by law. No waiver by ThankfullyLocal of any provision in this Agreement shall be deemed a further or continuing waiver of such provision or a waiver of any other provision, and any failure to assert a right or provision under this Agreement does not constitute a waiver of such right or provision.
22. APP STORES
You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and Company and not with the App Store. ThankfullyLocal, not the App Store, is solely responsible for the Offerings, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network or other, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Offerings, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Offerings, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.