Terms and Conditions
END USER LICENSE AGREEMENT
This Mobile Application End User License Agreement ("Agreement") is between you ("End User" or "you") and UDELY TECHNOLOGIES LLC, a Michigan limited liability company ("Company"). This Agreement governs your use of UDELY (including all related documentation, the "Application"). The Application is licensed, not sold, to you.
BY CLICKING THE "AGREE" BUTTON DOWNLOADING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD THE APPLICATION.
1. 1. License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to:
* (a) download, install, and use the Application for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Application's documentation; and
* 2. License Restrictions. Licensee shall not:
* (a) copy the Application, except as expressly permitted by this license;
* (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
* (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
* (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
* (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;
* (f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application;
* (g) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Content and Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Content and Services;
* (h) attempt to gain unauthorized access to or impair any aspect of the Content and Services or its related systems or networks; or
* (i) use the Application in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.
* 3. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company shall retain its entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
* 4. Services. The Application shall enable users to arrange and schedule delivery services and/or delivery to purchase certain goods (“Services”) with third party providers of such services and goods under agreement with the Company or its affiliates ("Third Party Providers"). In certain instances the Services may also include an option to receive delivery services for an upfront price, subject to acceptance by the respective Third Party Providers. Unless otherwise agreed by Company in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN DELIVERY SERVICES AND/OR LOGISTICS SERVICES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH COMPANY AS A PROVIDER OF DELIVERY SERVICES AND/OR LOGISTICS SERVICES.
* 7. Payment. You understand that use of the Services may result in charges to you for the services or goods you receive ("Charges"). The Company will receive and/or enable your payment of the applicable Charges for services or goods obtained through your use of the Services. Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees, tolls, and/or surcharges including a booking fee, municipal tolls, airport surcharges or processing fees for split payments. All Charges and payments will be enabled by the Company using the preferred payment method designated in your Account, after which you will receive a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that the Company may use a secondary payment method in your Account, if available. Charges paid by you are final and non-refundable, unless otherwise determined by the Company. As between you and the Company, the Company reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in the Company’s sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand.
* 8. User Accounts.
* (a) In order to use most aspects of the Services, you must register for and maintain an active personal user Services account ("Account"). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, unless a specific Service permits otherwise. Account registration requires you to submit to the Company certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method supported by the Company. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times.
* (b) The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive delivery or logistics services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). You may not in your access or use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity or other method of identity verification to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity or other method of identity verification.
* 9. Updates. Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
* (a) the Application will automatically download and install all available Updates; or
* (b) you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
* 10. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
* 11. Term and Termination.
* (a) The term of Agreement commences when you download the Application and will continue in effect until terminated by you or Company as set forth in this Section 11.
* (b) You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device.
* (c) Company may terminate this Agreement at any time without notice if it ceases to support the Application, which Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement, or within the sole discretion of the Company, you have engaged in any unsatisfactory conduct as determined by the Company.
* (d) Upon termination:
* (i) all rights granted to you under this Agreement will also terminate; and
* (ii) you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.
* (e) Termination will not limit any of Company's rights or remedies at law or in equity.
* 12. Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
* 13. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
* (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
* (b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
THE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE DELIVERY OR LOGISTICS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT COMPANY HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY DELIVERY OR LOGISTICS SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, COMPANY’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON THE CHOICE OF LAW PROVISION SET FORTH BELOW.
* 14. Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.
* 15. Amendments. The Company may amend the Terms from time to time. Amendments will be effective upon the Company’s posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended. If the Company changes these Terms after the date you first agreed to the Terms (or to any subsequent changes to these Terms), you may reject any such change by providing the Company written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process (the name and current contact information for the registered agent in each state are available online), or (b) by email from the email address associated with your Account to firstname.lastname@example.org. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of these Terms as of the date you first agreed to the Terms (or to any subsequent changes to these Terms).
* 16. Network Access and Devices. You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. The Company does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
* 18. Alcohol Delivery Rules and Restriction.
* (a) Purchase of Alcoholic Beverages. By completing a purchase through the Site, the User agrees that an individual 21 years of age or older will be present to accept the delivery of alcoholic beverages. All deliveries of alcoholic beverages MUST be signed for by an individual capable of proving he or she is 21 years of age or older. The order signee must provide a valid form of photo identification at time of delivery. Alcoholic beverage delivery can be accepted by a building attendant (doorman). Building attendants accepting delivery in this way must be at least 21 years of age and must sign for and take charge of the delivery contents immediately.
Alcoholic beverages cannot be dropped off or left unattended for any reason. If a building attendant has signed for alcoholic beverages, the Third Party Provider must leave those beverages with the building attendant. If no person at the delivery address is at least 21 years of age and/or cannot provide valid photo identification of his or her age, the Delivery Agent will not render services. All products will be cleared from the order and returned to their local vendor(s), and a $20 return-delivery fee will be charged to the User’s credit card account. No refunds will be issued under this circumstance.
The Delivery Agent reserves the right to refuse to deliver alcoholic beverages for any reason. This reservation includes, but is not limited to, refusing service to individuals who are visibly inebriated, and refusing service to specific buildings for access or safety reasons.
(b) Delivery of Products. Large orders may have to be completed in multiple deliveries. In the case of inclement weather or unforeseen delivery complications, it may be necessary to extend the delivery window. If there will be a significant delay, a customer service representative may call or email you to let you know the status of your delivery time. Your order will arrive with an invoice that will list all of the items you have received and were billed for and you can always find a copy in the Account Info section of the Site. If something is missing from your order, please contact us at www.udely.com. Delivery fees may vary based on delivery address. All delivery fees are inclusive of applicable taxes.
(c) Order Cancellation and Refunds. If an order needs to be canceled, please send an email to our customer service team at email@example.com immediately. Neither the Company nor any Third Party Provider can guarantee the availability of changes or cancellation to any order once it has been placed. Cancelled orders may be subject to a $20 delivery and restocking fee. The Company shall not be required to make any refunds or exchanges for orders that were delivered and signed for.
(d) Indemnification. User shall indemnify and hold harmless Company and its directors, officers, employees, shareholders, affiliates, agents, representatives, third-party information providers, delivery agents, merchants, or licensors from and against, for and in respect of, any and all claims, demands, losses, costs and expenses (including the cost of any investigation and reasonable attorneys' fees), damages, obligations, deficiencies, and liabilities, which arise or result from or are related to User’s improper or illegal: (a) processing of the alcoholic beverage order; (b) purchase of the alcoholic beverage(s); (c) receipt of delivery of the alcoholic beverage(s); or (d) consumption of the alcoholic beverage(s), and/or any consequences which result thereof.
* 19. Cancellation of Orders. All confirmed orders are deemed to be final. In the event a Customer cancels the order, all Charges shall be non-refundable. Further, a Driver shall no longer have any obligation to deliver to Customer any items procured under an order.
* 20. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under the law.
* 21. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan in each case located in Oakland County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
* 22. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
* 24. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.