Terms of Service
Last Updated: August 23, 2018
These Terms of Service (“Terms”) apply to your use of the online services (our “Services”) provided by GoParrot, Inc. (“GoParrot” or “we”). By using the Service, signing in to the Service, or clicking “Get Started”, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 14, do not access or use our Services.
If you have any questions about these Terms or our Services, please contact us at [email protected].
1. Description of Services
GoParrot is an online ordering and messaging software that facilitates efficient e-commerce on social media platforms, web and more. GoParrot provides a method of communication between you and third party service providers, including but not limited to restaurants and retail stores. To use this Service, you will interface with GoParrot software via a chat dialogue, a website or an app to place an order with a third-party provider. We will prompt you to either input payment or pay upon pick up. If you input payment information, it will be saved for future purchases using the software.
ALL THIRD PARTY SERVICE PROVIDERS OPERATE INDEPENDENTLY FROM GOPARROT. GOPARROT WILL NOT ASSESS THE SUITABILITY, LEGALITY, OR ABILITY OF ANY THIRD PARTY PROVIDER. GOPARROT IS NOT RESPONSIBLE FOR ANY FOOD PREPARATION OR SAFETY PRECAUTIONS AND DOES NOT VERIFY ANY THIRD PARTY PROVIDER’S COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS. GOPARROT IS NOT A RETAIL STORE, RESTAURANT, FOOD DELIVERY SERVICE, COURIER SERVICE, MERCHANDISE DELIVERY SERVICE OR FOOD PREPARATION ENTITY. GOPARROT HAS NO RESPONSIBILITY OR LIABILITY FOR ACTS BY ANY THIRD PARTY SERVICE PROVIDER OR INDEPENDENTLY HIRED COURIERS, OTHER THAN AS STATED HEREIN.
You must be at least 16 years of age to access or use our Services. If you are under 16 years of age (or the age of legal majority where you live), you may only access or use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 16 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in connection with our Services. If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.
3. User Accounts and Account Security
You will need to use your credentials (e.g., username and password) from a third party social media platform to access our Services. GoParrot is not responsible for any breach of security to your social media account. YOU REPRESENT AND WARRANT THAT YOU WILL HOLD GOPARROT HARMLESS FOR ANY UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT.
5. Data You grant to GoParrot a worldwide, non-exclusive, irrevocable right to collect, store and use the Customer Data. “Customer Data” means any and all data provided by you to GoParrot pursuant to Customer’s use of the Services (including third party data, personally identifiable information and associated metadata transmitted to or from, or stored on, GoParrot’s system). Subject to this limited license, we do not acquire any right in Customer Data and you or your licensors retain all rights and ownership to your Customer Data. You warrant that you have full rights to provide to us any Customer Data that you provide through the Services. We have policies in place to limit the access of our employees to Customer Data. Where policies permit access to the Customer Data, it is only for the purpose of providing the Services and supporting you in your use of the Services.
6. Prohibited Conduct and Content You will not violate any applicable law, contract, intellectual property or other third party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. You will not:
▪ Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
▪ Use or attempt to use another user’s social media account without authorization from that user and GoParrot;
▪ Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
▪ Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
▪ Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
▪ Develop or use any third party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;
▪ Upload or download any content that contains any viruses, corrupted data or other harmful, disruptive or destructive files or content during the Service;
▪ Attempt to purchase alcoholic beverages (including but not limited to beer, wine, cider, and spirits, as applicable; all referred to as “Alcoholic Beverages”) from any third party service provider through our Services if you are not at least twenty one (21) years old. We reserve the right to verify your age prior to delivery of such Alcoholic Beverages, as we deem necessary or appropriate;
▪ Bypass or ignore instructions contained in our robots.txt file, accessible at www.goparrot.ai/robots.txt , that controls automated access to portions of our Services; or
▪ Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
7. Limited License; Copyright and Trademark
Our Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “GoParrot Content”) are owned by or licensed to GoParrot and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, GoParrot and our licensors reserve all rights in and to our Services and the GoParrot Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and GoParrot Content for your own personal use; however, such license is subject to these Terms and does not include any right to (a) sell, resell or commercially use our Services or GoParrot Content; (b) copy, reproduce, distribute, publicly perform or publicly display GoParrot Content, except as expressly permitted by us or our licensors; (c) modify the GoParrot Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or GoParrot Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services or GoParrot Content other than for their intended purposes. Any use of our Services or GoParrot Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.
Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about GoParrot or Services (collectively, “Feedback”), is non-confidential and will become the sole property of GoParrot. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless GoParrot and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “GoParrot Parties”) from and against any loss, liability, claim, demand, damages (including damages relating to personal injury, death and harm to property), expenses or costs (“Claims”) arising out of or related to (a) your access to or use of our Services; (b) the collection and storage of Customer Data, (c) your Feedback; (d) your violation of these Terms; (e) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); (f) any dispute or issue between you and any third party, including any social media platform, third party service provider, courier, restaurant, or other third party merchant; (g) the consumption of Alcoholic Beverages or food containing harmful allergens; or (h) your conduct in connection with our Services. You agree to promptly notify GoParrot Parties of any third party Claims, cooperate with GoParrot Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the GoParrot Parties will have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and GoParrot or the other GoParrot Parties.
10. Disclaimers of Warranties
WE DO NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY PRODUCTS OR SERVICES SOLD OR LINKED TO BY OUR SERVICES.
YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, GOPARROT DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE GOPARROT ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF OUR SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF SERVICES.
GOPARROT DOES NOT REPRESENT OR WARRANT ANY THIRD PARTY SERVICES OR PRODUCTS, INCLUDING ANY FOOD PREPARATION AND SAFETY PRECAUTIONS. GOPARROT IS SOLELY A PROVIDER OF SOFTWARE THAT FACILITATES COMMUNICATION BETWEEN YOU AND A THIRD PARTY SERVICE PROVIDER. GOPARROT DOES NOT VERIFY ANY THIRD PARTY SERVICE PROVIDER’S COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCTS AND SERVICES PROVIDED BY THIRD PARTY SERVICE PROVIDERS. ALL CLAIMS ARISING FROM OR RELATED TO THE CONSUMPTION OF ALCOHOLIC BEVERAGES OR FOOD CONTAINING HARMFUL ALLERGENS ARE THE SOLE RESPONSIBILITY OF THE THIRD PARTY SERVICE PROVIDER.
11. Limitation of Liability
GOPARROT AND THE OTHER GOPARROT PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST PROFITS OR OTHER DAMAGES OF ANY TYPE OR KIND, INCLUDING DAMAGES RELATING TO HARM TO PERSON (INCLUDING DEATH) AND HARM TO PROPERTY, EVEN IF GOPARROT OR THE OTHER GOPARROT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT A CLAIM FOR LIABILITY (INCLUDING THE THEORIES LISTED ABOVE) ARISE FROM THE ACTIONS RELATING TO THIRD PARTY SERVICE PROVIDERS, THEN GOPARROT AND OTHER GOPARROT PARTIES WILL NOT BE LIABLE UNDER ANY OF THE THEORIES ABOVE AND WILL NOT BE LIABLE FOR ANY ACTION RELATING TO GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, AND FRAUD OF THE THIRD PARTY SERVICE PROVIDER.
THE TOTAL LIABILITY OF GOPARROT AND THE OTHER GOPARROT PARTIES, FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ACCESS OR USE OUR SERVICES.
THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF GOPARROT OR THE OTHER GOPARROT PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND GOPARROT WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM.
To the fullest extent permitted by applicable law, you release GoParrot and the other GoParrot Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence, personal injury, death, or harm to property), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code §1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
13. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with GoParrot and limits the manner in which you can seek relief from us.
Except for small claims disputes in which you or GoParrot seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or GoParrot seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and GoParrot waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in Manhattan County, New York in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
You and GoParrot agree that any dispute arising out of or related to these Terms or our Services is personal to you and GoParrot and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.
You and GoParrot agree that these Terms affect interstate commerce and that the enforceability of this Section 14 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and GoParrot agree that for any arbitration you initiate, you will pay the filing fee and GoParrot will pay the remaining JAMS fees and costs. For any arbitration initiated by GoParrot, Goparrot will pay all JAMS fees and costs. You and GoParrot agree that the state or federal courts of the State of New York and the United States sitting in Manhattan County, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 14 by emailing [email protected]. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 14.
14. Governing Law and Venue
THESE TERMS AND YOUR ACCESS TO AND USE OF OUR SERVICES WILL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW RULES OR PRINCIPLES (WHETHER OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. ANY DISPUTE BETWEEN THE PARTIES THAT IS NOT SUBJECT TO ARBITRATION OR CANNOT BE HEARD IN SMALL CLAIMS COURT WILL BE RESOLVED IN THE STATE OR FEDERAL COURTS OF NEW YORK AND THE UNITED STATES, RESPECTIVELY, SITTING IN MANHATTAN COUNTY, NEW YORK.
15. Changes to these Terms
We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Services and update the “Last Updated” date above. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.
We reserve the right, without notice and in our sole discretion, to terminate your right to access or use our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Limited License; Copyright and Trademark, Indemnification, Disclaimers of Warranties, Limitation of Liability, Release, Dispute Resolution; Binding Arbitration, Governing Law and Venue sections, will survive the termination or expiration of the Terms.
Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between you and GoParrot.
20. Entire Agreement
These Terms contain the entire agreement between GoParrot and you relating to your use of the Services and supersedes any and all prior agreements between GoParrot and you in relation to the same. You confirm that, in agreeing to accept these Terms, you have not relied on any representation except as has expressly been made by GoParrot in these Terms.
You may not assign your rights or delegate your obligations under these Terms without GoParrot’s prior written consent. Any purported assignment contrary to this section will be null and void and without effect. GoParrot may assign its obligations hereunder among the various GoParrot entities within the GoParrot group.
22. No Third Party Rights
There are no third party beneficiaries to these Terms.
These Terms constitute the entire agreement between you and GoParrot relating to your access to and use of our Services. The failure of GoParrot to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.