Terms of Service
Last Updated August 21, 2019
1. Agreement to Terms
By using our Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.
3. Updates and or Changes to These Terms
We reserve the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Sites or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Site, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Site. If you do not agree to the revised Terms, you may not access or use the Site.
You represent and warrant that you are at least 18 years old and capable of forming a binding contract with Yay Lunch and are not barred from using the Services under applicable law. If you are under 18 years old, you may not use our Services.
5. Accounts + Communication
To access and use certain features of the Site, you will need to register for a Yay Lunch account. By creating an account, you agree to provide accurate, current and complete account information, maintaining and updating your account information as necessary. You agree not to disclose your Account password to anyone to maintain the security of your account credentials, and immediately notify us if you discover or otherwise suspect any security breaches related to the Platform or your account. In the spirit of account safety, we reserve the right, in our sole discretion, to disable, suspend, cancel, or delete any Account for any reason, or to refuse any user access to any of our Services.
By creating a Yay Lunch account, you also consent to receive electronic communications from Yay Lunch (e.g., via email or by posting notices to the Sites). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
6. Terms of Sale
You represent and warrant that you have legal right to use the designated payment method you provide and we accept. You authorize us (or our third party payment processor) to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your Order. In the event you want to change or update payment information associated with your Yay Lunch account, you can do so at any time by logging into your account and editing your payment information.
All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice. We will not, however, be able to notify you of changes in any applicable taxes.
All of our lunches and ingredients are subject to availability. We reserve the right to reject all or part of an Order, to discontinue offering certain products and to substitute products (including, but not limited to, specific meal ingredients or entire meals) without prior notice.
We do our best to describe and display our food accurately on our Site and marketing materials. Because all our food is made fresh daily by vendors we love, you may receive a meal that won’t look exactly as depicted. You understand that this is normal, and you agree to accept such a meal, regardless of reasonable variation from its description or depiction. We can’t and don’t guarantee the accuracy or completeness of any description or depiction of any meal. We reserve the right to change or update any such description or depiction and to correct errors, inaccuracies, or omissions at any time without giving you notice.
All sales are final. But if something unexpected happens in the course of fulfilling your order, we reserve the right to cancel your order for any reason; if we cancel your individual order or part of an order, we’ll refund any payment you may already have remitted to us.
6.2 Yay Lunch’s Payment Process.
Our Service does not require a traditional checkout for a transaction to occur. Once you select lunches on your account, also known as adding to your cart, you have made an explicit agreement to purchase those lunches with no further action required on your part. You can edit, add or remove lunches up to Sunday at 12:00am the week before those lunches are scheduled to be delivered. At that specific time, all orders are ‘locked’, and you will be charged for whatever lunches are in your cart at that time.
7. Cancellation Procedures
You must make all final meal selections, changes or cancelations by 12:00AM EST on the Sunday prior to your scheduled subscription week. If you wish to cancel your account, skip a delivery week, or modify your items you must do so before the deadline for your scheduled lunch week.
To cancel your account please email firstname.lastname@example.org stating that you wish to cancel your account, along with your full name and registered email address. You can skip a week or modify menu items by accessing your account page on www.yaylunch.com.
8. Returns and Refunds
If you aren’t happy with a meal for any reason, please contact us at email@example.com within seven (7) days of the date you received the product.
9. Proprietary Rights + Intellectual Property
Unless we otherwise specify, all materials that are included in or are otherwise a part of the Site, including the name of the Site and the Services and the look and feel of the color combinations, source and object code, and other graphical elements of the Site and the Services, are owned, controlled or licensed by us and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, and other laws, rules, regulations and treaties.
We reserve the right to prosecute violations of our intellectual property rights to the full extent of the law. Where permissible by law, you agree to pay the costs and expenses, including reasonable attorneys’ fees, relating to any claim or cause of action by us relating to your violation or threatened violation of our intellectual property rights.
If, in your view, any copyright or other intellectual property right (“IP right”) that you may have is being infringed by/on the Site or the Services, please inform us immediately using the Contact information below and on the Site.
When using the content you agree to:
- keep intact all copyright and other proprietary notices;
- make no modifications to the Content; and
- not copy or adapt any object code associated with the Platform or reverse engineer, modify or attempt to discover any source code associated with the Platform, nor allow or assist any third party in doing so.
Except as expressly provided in these Terms, you may not copy, reproduce, republish, modify, create derivative works of, upload, download, perform, display, post, transmit, distribute or otherwise use Content in any way, without our prior written permission. You agree to abide by any and all copyright notices, information, or restrictions contained in any part of the Platform.
Notwithstanding anything to the contrary in these Terms, the Platform and Content may include software components provided by third parties that are subject to separate license terms, in which case those license terms will govern such software components.
10. Copyright Violations + User Content
We respect and uphold all intellectual property of others. If you believe that your work has been copied in a way, please let is know by sending a description of the copyrighted work you believe has been infringed along with your contact info and a statement, made under the penalty of perjury, that the above information is accurate to firstname.lastname@example.org.
You grant to us a royalty-free, worldwide, irrevocable, perpetual license to use, publish, edit, translate, distribute, display and incorporate any ratings, comments, suggestions, feedback, improvement requests or other recommendations you provide relating to the Platform (“Feedback”). You should not submit any Feedback to us that you do not wish to license to us as stated above. We will have no obligation (i) to maintain any Feedback in confidence; (ii) to pay any compensation for any Feedback; or (iii) to respond to any user Feedback. You grant us the right to use the name that you submit in connection with any Feedback.
We reserve the right to terminate your access to and use of the Site and Services, at our sole discretion, without notice, at anytime. You may cancel your Account at any time by sending an email to us at email@example.com. Upon any termination, discontinuation, or cancellation of Services or your Account, the following Terms will survive: content ownership, warranty disclaimers, limitations of liability, and dispute resolution.
You assume the following risks and agree that the risks are at your sole responsibility:
- The services and meals are provided “as is” without warranty of any kind.
- All risks related to the washing, handling, preparation, cooking, delivery, use and consumption of the products you receive from us and
- All risks related to any food allergies you may have. You agree that you are held solely responsible for knowing your food allergies and reviewing the ingredients of each of our products to avoid any allergic reactions or side effects.
We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
You agree to defend, indemnify, and hold harmless us and our subsidiary and other affiliated companies, as well as any respective employees, contractors, officers, directors, agents, content providers, licensors, licensees, distributors, representatives, customers, partners and other authorized users, and each of the foregoing entities’ respective resellers, distributors, service providers and suppliers, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives, successors and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all losses, damages, liabilities and costs (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms or claims arising directly or indirectly from your use or misuse of the Site or the Services.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with us in asserting any available defenses.
“Yay Lunch,” all other Yay Lunch marks and logos, and all titles, characters, names, graphics, and button icons are service marks, trademarks, and/or trade dress of Yay Lunch or otherwise proprietary to Yay Lunch, 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 Yay Lunch 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 Yay Lunch Offerings.
15. Third Party Links and Content
We make no claim or representation regarding the quality, content, nature or reliability of third party websites accessible by hyperlink from the Site, or of any website that links to the Site. Such websites are not under our control and the inclusion of any link does not imply our affiliation, endorsement or adoption of any site or any information contained on that site. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.
16. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YAY LUNCH, 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 ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, 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 FORSEEABLE.
ADDITIONALLY, IN NO EVENT SHALL YAY LUNCH 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 THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM YAY LUNCH, OR FROM EVENTS BEYOND YAY LUNCH’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). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, ACQUIT AND FOREVER DISCHARGE THE YAY LUNCH PARTIES FROM AND AGAINST, AND COVENANT NOT TO SUE ANY SUCH YAY LUNCH PARTY FOR, ALL CLAIMS YOU HAVE OR MAY HAVE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS.
IF YOU HAVE ANY QUESTIONS PERTAINING TO THE LIMITATIONS OF LIABILITY DESCRIBED IN SECTION 17, PLEASE EMAIL firstname.lastname@example.org.
17. Dispute Resolution
17.1. Agreement to Arbitrate
You and we agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in New Jersey and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and we are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and we otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
17.2. Arbitration Rules
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879). The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
17.3. Arbitration Process
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820 and a separate form for California residents at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
17.4. Arbitration Location and Procedure
Unless you and we otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and we submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
17.5. Arbitrator’s Decision
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. We will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
17.7 Disputes with Restaurants
If there is a dispute between users of the Services, or between users and any third party (including any Restaurant), you understand and agree that Yay Lunch is under no obligation to become involved. In the event that you have any such dispute between users and any third party (including any Restaurant), you hereby release Yay Lunch (including the Site and the Services), its directors, officers, employees, service providers, affiliates, agents and successors from all claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes.
17.8 Governing Law + Jurisdiction
These Terms of Service shall be governed by and construed in accordance with the laws of the State of Virginia, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of Albemarle County, Virginia.
We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms of Service in effect at the time of such use.
19. General Terms
These Terms constitute the entire and exclusive understanding and agreement between you and us regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between you and us regarding the Services and Content. If for any reason a court of competent jurisdiction or an arbitrator finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) by us via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
20. Contact Us
If you have any questions or comments, or wish to send us any notice regarding these Terms, the Site or the Services, please contact us at email@example.com.