Terms of Use

OVERVIEW

This website is operated by THE SPARE FOOD CO. Throughout the site, the terms “we”, “us” and “our” refer to THE SPARE FOOD CO. THE SPARE FOOD CO. offers this website (www.sparefood.com) and any other websites or digital properties that we directly link to these Terms (defined below), including all information, tools and services available to you(collectively, the “Website”). These terms of use (“Terms of Use” or “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink.

IMPORTANT NOTICE: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. SECTION 17 (DISPUTE RESOLUTION AND GOVERNING LAW) CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, WHICH AFFECTS YOUR RIGHTS TO BRING DISPUTES IN CONNECTION WITH THESE TERMS OF USE.

SECTION 1 - Acceptance

Please read these Terms of Use carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Use. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Use are considered an offer, acceptance is expressly limited to these Terms of Use.

Your failure to comply with these Terms of Use may result in the suspension or termination of your access to the Website and may subject you to civil and criminal penalties.

When you make a purchase through our website or use other services offered through the site that expressly require the acceptance of additional terms ("Additional Terms"), such Additional Terms shall be incorporated into these Terms of Use. In the event of any conflict between these Terms of Use and Additional Terms, the Additional Terms shall control unless expressly stated otherwise.

SECTION 2 - CHANGES

Any new features or tools which are added to the current store shall also be subject to the Terms of Use. You can review the most current version of the Terms of Use at any time on this page. We reserve the right to update, change or replace any part of these Terms of Use by posting updates and/or changes to our website. All changes are effective immediately when we post them unless we expressly specify otherwise. In any event, no changes will apply retroactively as to any claims existing prior to the date of change. It is your responsibility to check this page periodically for changes. If there are material changes to these Terms of Service, we may also reserve the right to provide notice of said changes via email or other communication channel Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

SECTION 3 - ONLINE STORE; ELIGIBILITY

By agreeing to these Terms of Use, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

SECTION 4 - GENERAL CONDITIONS

We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 5 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 6 - OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Use.

SECTION 7 - THIRD-PARTY LINKS, COOKIES, AND THIRD-PARTY TECHNOLOGIES

Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

Our Website also incorporates the use of third-party technologies, including cookies and other tracking technologies to enhance user experience and to analyze performance and traffic on our website ("Cookies"). Cookies and related information collected about your use of our website may be shared with our social media, advertising, and analytics partners. You may manage your preferences for certain non-essential Cookies through our Cookie Settings found on our homepage. For more information about our use of Cookies and how we may share information with third parties, please see our Privacy Policy.

SECTION 8 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Use.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 9 - PERSONAL INFORMATION

Personal information shall be processed by us in connection with your use of the Website as provided in our Privacy Policy[DUS1] .

SECTION 10 - ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 11 - PROHIBITED USES

In addition to other prohibitions as set forth in the Terms of Use, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate any individual based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 12 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

A. WARRANTY DISCLAIMER.

YOU UNDERSTAND THAT OUR WEBSITE AN ALL CONTENT RELATED THERETO IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE, OUR, ITS EMPLOYEES, MANAGERS, DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, AGENTS, VENDORS, AND CONTRACTORS (COLLECTIVELY, THE “SPARE FOOD PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS AND/OR GUARANTEES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (I) THE WEBSITE; (II) OUR CONTENT; (III) CONTENT; (IV) ANY PRODUCTS OR SERVICES OFFERED OR REFERENCED ON ANY WEBSITE; OR (V) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO THE SPARE FOOD PARTIES OR VIA THE WEBSITE. IN ADDITION, THE SPARE FOOD PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, THAT WEBSITE FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES OUR WEBSITE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, AND FREEDOM FROM VIRUS. THE SPARE FOOD PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION ON THE WEBSITE IS ACCURATE, COMPLETE, CORRECT, RELIABLE OR OTHERWISE. YOU ACKNOWLEDGE, BY YOUR USE OF ANY WEBSITE, THAT YOUR USE IS DONE AT YOUR SOLE RISK. THE SPARE FOOD PARTIES DO NOT WARRANT THAT YOUR USE OF THE WEBSITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE SPARE FOOD PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THESE TERMS.

B. LIMITATION OF LIABILITY.

YOU ACKNOWLEDGE AND AGREE THAT ACCESSING AND USING THE WEBSITES OR VISITING THE BREWERY IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU HEREBY RELEASE THE SPARE FOOD PARTIES AND WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGES CAUSED BY ANY OF THE FOREGOING. WITHOUT LIMITING THE FOREGOING, SPARE FOOD PARTIES DISCLAIMS ANY AND ALL LIABILITY RELATED TO YOUR USE OF OR INABILITY TO USE THE WEBSITE. IN NO EVENT WILL THE SPARE FOOD PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR DAMAGES FOR LOST REVENUES OR PROFITS, LOSS OF OPPORTUNITY, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE SPARE FOOD PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITH RESPECT TO ANY OTHER DAMAGES THAT MAY BE AVAILABLE, EXCEPT AS OTHERWISE PROHIBITED UNDER APPLICABLE LAW, THE SPARE FOOD PARTIES’ LIABILITY SHALL NOT EXCEED THE AMOUNTS RECEIVED BY THE SPARE FOOD PARTIES FROM YOU IN THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR OTHER LIABILITY, IN WHICH CASE, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

SECTION 13 - INDEMNIFICATION

You agree to indemnify, defend and hold harmless the SPARE FOOD Parties from any and all liabilities, losses, damages, suits, penalties, fines, costs, claims, expenses, or demand, including reasonable attorneys' fees, in connection with or arising out of: (i) your violation of these Terms and Conditions; (ii) your violation of any third-party right including (but not limited to) any copyright, trademark, trade secret, or privacy right; (iii) any misrepresentation made by you; (iv) your Content; (v) your interactions with any other Website users; and (vi) your violation of applicable law. You agree to promptly notify us and to cooperate fully in the defense of any claim. We reserve the right to assume the exclusive defense and control of any claim indemnified under this section by you..

SECTION 14 - SEVERABILITY

In the event that any provision of these Terms of Use is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Use, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 15 - TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Use are effective unless and until terminated by either you or us. You may terminate these Terms of Use at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Use, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 16 - ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.
These Terms of Use and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Use).
Any ambiguities in the interpretation of these Terms of Use shall not be construed against the drafting party.

SECTION 17 – DISPUTE RESOLUTION AND GOVERNING LAW

Disputes. The terms of this Section 17 shall apply to all Disputes between you and THE SPARE FOOD CO. For the purposes of this Section, “Dispute” shall mean any dispute, claim, controversy or action between you and THE SPARE FOOD CO. arising under or relating to your use of the Services, these Terms of Use, or any other transaction involving you and THE SPARE FOOD CO., whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. YOU AND THE SPARE FOOD CO. AGREE THAT “DISPUTE” AS DEFINED IN THESE TERMS USE SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY THE SPARE FOOD CO. FOR: (1) TRADE SECRET MISAPPROPRIATION; (2) PATENT INFRINGEMENT; (3) COPYRIGHT INFRINGEMENT OR MISUSE; (4) TRADEMARK INFRINGEMENT OR DILUTION; OR (5) ANY OTHER CLAIM FOR WHICH INJUNCTIVE RELIEF IS APPROPRIATE IN THE SOLE DISCRETION OF THE SPARE FOOD CO.

Opt-Out. You may elect to opt-out (exclude yourself) from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this section by sending a written letter to THE SPARE FOOD CO. at Contact Us within thirty (30) calendar days of your initial agreement to these Terms of Use (including your first use of the Services) that specifies: (1) your name; (2) your mailing address; and (3) your request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt-out consistent with the procedures set forth above, all other terms of these Terms of Use shall continue to apply.

Dispute Notice. In the event of a Dispute, you or THE SPARE FOOD CO. must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to THE SPARE FOOD CO. must be addressed to [INSERT ADDRESS] (“THE SPARE FOOD CO. Notice Address”). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you, or via email if we do not have any such address on file. If THE SPARE FOOD CO. and you do not reach an agreement to resolve the Dispute within sixty (60) calendar days after the Dispute Notice is received, you or THE SPARE FOOD CO. may proceed to binding arbitration. The arbitrator may dismiss any arbitration brought without first proceeding through the informal dispute resolution conference.

Binding Arbitration. In the event the informal dispute resolution conference is unsuccessful, you and THE SPARE FOOD CO. agree: (1) to arbitrate all Disputes between you and THE SPARE FOOD CO. pursuant to the provision of these Terms of Use; (2) these Terms of Use memorialize a transaction in interstate commerce; (3) the Federal Arbitration Act (9 U.S.C. § 1, et seq.) governs the interpretation and enforcement of this Section (notwithstanding the choice-of-law provision contained herein); and (4) this Section shall survive termination of these Terms of Use.

Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in the small claims court of your state, municipality, province or territory if the action is within that court’s jurisdiction and is pending only in that court.

WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND THE SPARE FOOD CO. AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AND THE SPARE FOOD CO. AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASS ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.

MASS ACTION WAIVER. You and THE SPARE FOOD CO. agree that any Dispute between you shall be resolved only in an individual arbitration pursuant to this Section. You and THE SPARE FOOD CO. expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a Mass Action, as defined below, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any Mass Action to award relief to anyone but the individual in arbitration, unless otherwise provided in this section. “Mass Action” includes instances in which you or THE SPARE FOOD CO. are represented by a law firm or collection of law firms that has filed 25 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on you or THE SPARE FOOD CO.’s behalf, and the law firm or collection of law firms seek to simultaneously or collectively administer and/or arbitrate all arbitration demands in the aggregate. Notwithstanding this section, nothing prevents you or THE SPARE FOOD CO. from participating in a mass settlement of claims.

Special Master Appointment. In the event there is a dispute concerning the Mass Action Waiver, the parties agree to resolve such dispute before a Special Master appointed by the arbitration provider and agreed to between the parties. The Special Master shall have authority to resolve disputes concerning: (i) filing fees owed with respect to any Mass Action; (ii) any dispute regarding whether this arbitration agreement has been followed; (iii) whether claimants are barred from proceeding with a Mass Action; (iv) any dispute relating to the representation of the same claimant by multiple law firms; (v) any dispute regarding discovery common to all claims; and (vi) any disputes regarding legal or factual issues common to all claims. If the Special Master determines you violated the Mass Action Waiver, either party shall have the opportunity to opt-out of arbitration within 30 days of the arbitrator’s decision. You may opt-out of arbitration by providing a written notice [INSERT E-MAIL]. THE SPARE FOOD CO. may opt-out of arbitration by sending written notice of its intention to the arbitration provider and to you or your attorney, agent, or representative. For the avoidance of doubt, the ability to opt-out of arbitration at this stage in the proceedings only applies if the arbitrator or panel of arbitrators determines that you have violated the Mass Action Waiver. If the parties proceed with arbitration, the parties agree to the batching procedures below.

Batching. After proceedings before the Special Master have concluded, and to the extent any Mass Actions are permitted to proceed, the parties agree that Mass Actions will be batched into groups of no more than 200 demands per batch by state of residence (with any remaining demands batched into a single group). The parties shall inform the arbitrator of the batches and their composition within 14 calendar days of the conclusion of proceedings before the Special Master. The arbitration provider shall treat each batch of claims as one case, with each case having one demand for arbitration, one appointed arbitrator, and one set of administrative documents and filing fees per batch. The parties shall randomly assign sequential numbers to each batch, and only one batch shall proceed to arbitration at a time in the order of the random sequential numbers. A separate arbitrator will be appointed to, and administrative and filing fees assessed for, each batch as the batch proceeds to arbitration.

Arbitration Procedure. If a party elects to commence arbitration, the arbitration shall be administered by the American Arbitration Association (AAA) and be governed by the applicable AAA rules to the Dispute; except AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the AAA rules and the rules set forth in these Terms of Use, the rules set forth in these Terms of Use shall govern. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of these Terms of Use. The arbitrator, and not any federal, state, provincial, territorial, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Use, including, but not limited to, any claim that all or any part of these Terms of Use is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Hearing Format. Unless otherwise agreed, the arbitration shall take place in New York, New York, but may proceed telephonically in the event the total amount of the claim does not exceed $2,500 U.S. dollars (if the claimant so chooses). In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, if any, is based. During the arbitration, the amount of any settlement offer made by THE SPARE FOOD CO. or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or THE SPARE FOOD CO. is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.

Arbitration Fees. Solely to the extent required by applicable law, THE SPARE FOOD CO. will pay, or (if applicable) reimburse you, AAA filing, administration, and arbitration fees for any arbitration commenced by you or THE SPARE FOOD CO. pursuant to these Terms of Use, and outside of what is legally required to be paid by THE SPARE FOOD CO., you are responsible for all costs that you incur in the arbitration, including, without limitation, fees for attorneys or expert witnesses.

Amendments to this Section. Notwithstanding any provision in these Terms of Use to the contrary, you and THE SPARE FOOD CO. agree that if THE SPARE FOOD CO. makes any material amendments to the dispute resolution procedure and class action waiver provisions in these Terms of Use, THE SPARE FOOD CO. will notify you and you will have thirty (30) calendar days from the date of notice to affirmatively opt-out of any such amendments by sending a written letter to THE SPARE FOOD CO. Notice Address that specifies: (1) your name; (2) your mailing address; and (3) your request to opt-out of such amendments. If you affirmatively opt-out of any future amendments, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Section as stated in these Terms of Use, without any of the proposed amendments governing. If you do not affirmatively opt-out of any future amendments, you will be deemed to have consented to any such future amendments.

Severability. If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of these Terms of Use remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void. The terms of this Section shall otherwise survive any termination of these Terms of Use.

Exclusive Venue for Other Controversies. THE SPARE FOOD CO. and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Section (other than an individual action filed in small claims court) shall be filed only in the state and federal courts located in New York, New York, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.

These Terms of Use, Disputes, and all subject matter in connection with this Agreement (including the arbitration agreement) and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of New York without regards to any conflict of law principals.

SECTION 18 - CHANGES TO USE

You can review the most current version of the Terms of Use at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Use by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

SECTION 19 - CONTACT INFORMATION

Questions about the Terms of Use should be sent to us at HELLO@SPAREFOOD.COM

SECTION 20 - INTELLECTUAL PROPERTY

The content, information, software, designs, materials, functions and data included in and contained on the Website is protected by intellectual property and other laws. You must comply with these and any other applicable laws when you access the Website. All Content including but not limited to designs, structure, text, logos, product packaging, trade dress, product configuration, brand names, product names, graphics, arrangement of content, user and visual interfaces, artwork, sounds, music, programming, and all other copyrightable work or trademarks on this Website are protected by copyright and/or trademark law and are the property of THE SPARE FOOD CO. or its licensors. Except as allowed under applicable law, no Content, in whole or in part, may be used, copied, sold, reproduced, duplicated, modified, or otherwise exploited without prior express written permission from THE SPARE FOOD CO.

SECTION 21 - MISCELLANEOUS

You warrant and represent to Us that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder, and nothing contained in this Agreement or in the performance of such obligations will place you in breach of any other contract or obligation. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any new features, changes, updates or improvements of the Program shall be subject to this Agreement unless explicitly stated otherwise in writing. We reserve the right to change this Agreement from time to time. Any updates to this Agreement shall be communicated to you. You acknowledge your responsibility to review this Agreement from time to time and to be aware of any such changes. By continuing to participate in the Program after any such changes, you accept this Agreement, as modified.

California Users and Residents. Pursuant to California Civil Code Section 1789.3, questions about pricing, complaints, or inquiries must be addressed to Our agent for notice and sent via certified mail to: The Spare Food Co., 145 Palisade Street, Dobbs Ferry, NY 10522. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.