TERMS OF SERVICE
Last Updated: December 05, 2022
Agreement to Terms
These Terms set forth the terms and conditions upon which MyPlates offers you, our third-party End-Users, (each, an “End-User”, “you”, “your”), access to the Services through the App. By clicking “I Agree,” or by accessing or otherwise using the Services, you agree to be bound by these Terms. 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.
Changes to Terms or Services
We may modify these Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site, in our App, or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site or in our App or have communicated them to you, you are indicating to us that you agree to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you will no longer be able to use the Services. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Where you provide any data or information to the App, including without limitation, any information you submit in connection with creating an End-User account and/or utilizing the Services (collectively, “Information”), you agree to provide us Information that is accurate and complete at the date you provide it and, to your knowledge, will remain accurate and complete. If you become aware that Information is or will become inaccurate or incomplete, you will update such Information as soon as reasonably possible. You can do this either through your End-User account or by contacting us. You acknowledge that, if we need to contact you, we can do so via the Information you provide us.
While we work to protect the security of your Information and End user accounts, we cannot guarantee that unauthorized third parties will not be able to access your End-User account. You are solely responsible for all data and information submitted through your End-User account and for everything done through your account, with your password or through any contact details associated with your End-User account, and you must keep your End-User account password secure. There is a limit of one End-User account per person. You may never use another End-User’s account without permission. Please notify us immediately of any breach of security or unauthorized use of your End-User account. For security or other reasons, we may require you to change your password or other information regarding access to our Services or App; however, you are solely responsible for maintaining the confidentiality of your password, access details, and any additional identifying information.
You expressly grant us permission, without further notice, to store, transfer and disclose data and other information relating to you or to your transactions, including, but not limited to, personally identifiable information to any relevant tax or other governmental or competent regulatory or law enforcement authority or agency that claims to be entitled to such information.
To the extent required by applicable law, MyPlates shall, upon request of the relevant End-User, delete all information that is personal to that End-User. MyPlates may, however, subject to applicable laws or regulations, retain data that may have been obtained by previous interactions with MyPlates provided that that data cannot be linked to any individual person.
“End-User Content” means data, images or other content uploaded to the Services through the App or otherwise used in connection with the End-User’s use of the Services. End-User (or its licensors) shall own and continue to own all right, title, and interest in and to the End-User Content. End-User hereby grants to MyPlates a royalty-free license to use the End-User Content solely in connection with the use thereof through the App and the Services. MyPlates reserves the right to deny the ability to upload End-User Content or to delete End-User Content at our discretion. We also reserve the right to suspend or terminate any End-User account at our discretion. In taking any of these actions, we are not required to provide any party with notice. You agree that in taking these steps we will not incur liability to you or any other party.
You agree that any End-User Content with which you upload, post, contribute, distribute, communicate, transmit, or link to in connection with the Services and/or the App in any way features only you and/or persons who have validly consented to appearing in such End-User Content.
You agree that your End-User Content does not and shall not contain:
anything which contravenes, or advocates or assists the contravening of any applicable law or regulation;
anything which infringes anyone’s copyright or any other rights, including, without limitation, trademarks and duties of confidentiality;
anything which satirizes, parodies, or in any way casts in a negative light, the business, intellectual property, staff, associated persons, partners, products, or services of either us or any entity whom we deem to warrant protection under this Section;
anything which is inaccurate, misleading, offensive, harmful, threatening, obscene, libelous, defamatory, pornographic, abusive, illegal, promoting discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or which may result in hatred or violence against any person or group, invasive of privacy or publicity rights, or is otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law;
anything which interferes with the normal operation of any computer or software, or which accesses system data or personal information without authority, including without limitation, a virus, trojan horse, or worm;
anything which will harass, upset, embarrass, or alarm any person;
any personal information about another person without his or her permission; or
anything which in any way misrepresents your identity or impersonates any person or organization.
End-User Rules for Using the Services
If you link your End-User account with an accepted third-party social networking site or service, you represent that you are lawfully able to do so and that such linking complies with all terms you and the third party have agreed and will not result in MyPlates incurring any obligations or liabilities.
End-Users shall be subject to our payment provider’s terms and conditions in connection with making or receiving payments in connection with the Services and the App.
You agree not to use our Services or App in any way that violates any applicable laws, rules or regulations or is connected to the sending of unsolicited messages, the collection of information of any kind about users, or the facilitation of activities benefiting one or more of our competitors. You agree not to use any information regarding other users that is accessible through the Services except as expressly permitted by these Terms. Though End-User Content contravening these Terms is forbidden, it is possible that such End-User Content may be accessible through the Services and the App. We are not responsible for such End-User Content, but if you become aware of any such End-User Content, please contact us at http://www.myplates.io/support.
You shall not: (i) harass any End-User, or collect or store any personally identifiable information about any End-User (other than for purposes of transacting as a Guest or Host); (ii) contact any End-User other than in connection with an Invitation and/or a Hosted Event; (iii) impersonate an End-User; or (iv) avoid, bypass, remove, deactivate, impair, scramble, descramble, or otherwise circumvent any technological measure implemented by MyPlates or any of MyPlates’ providers or any other third party , including another End-User) to protect any part of the App, or in any way use any part of any the Services or the App to send altered, deceptive or false source-identifying information.
You may cancel your End-User account at any time here at http://www.myplates.io/termination. You may be asked to provide further proof that you are the holder of the End-User account. This is a permanent process and we do not guarantee that your account will be able to be reactivated. Please consider the decision carefully. We reserve the right to delete your End-User Content or End-User account at any time at our discretion. If your End-User account is terminated because you have breached these Terms, we may prohibit you from establishing another End-User account. Where an End-User account is cancelled, lapses or is terminated, we are entitled to close the End-User account and entitled (but not obligated) to delete all End-User Content associated with that End-User account. Your obligations and our rights under these Terms survive the termination and deletion of your End-User account.
If you share any End-User Content, communication, password, or access code, you consent to the receiver of any such material being able to use and further communicate it without restriction.
You acknowledge that by providing the ability to view and distribute your End-User Content on the App, we are merely acting as a passive conduit for such distribution and are not undertaking any obligation or liability related thereto. However, we reserve the right to block or remove communications or materials that we determine to be unacceptable to us in our sole discretion.
MyPlates provides a marketplace for End-Users to issue invitations (“Invitations”) offering to prepare, and to host or provide, meals for other End-Users (“Hosted Events”), and other End-Users may search for such Hosted Events and accept such Invitations. End-Users who issue Invitations are referred to (in that capacity) as “Host(s)” and End-Users who accept Invitations are referred to (in that capacity) as “Guest(s).” A single End-User may be either a Host or a Guest in relation to different Hosted Events. Guests will have the option (via the App) to choose to (i) eat a meal at a Host’s designated location, (ii) pick up a meal from a Host’s designated location, or (iii) have a meal delivered to a Guest’s chosen location. From time to time, MyPlates may add, remove, and change the Services.
MyPlates is not a party to any agreements between Hosts and Guests, and MyPlates has no control over (and no liability or obligation to End-Users in respect of) the conduct of (i) Hosts, (ii) Guests, (iii) other users of the App or (iv) third parties attending or facilitating Hosted Events. End-Users agree that MyPlates is not responsible for any damage or harm resulting from your interactions with other users of our Services and/or App and you accept that (to the maximum extent permitted by law) MyPlates disclaims all liability resulting from the conduct of any such person.
By agreeing to these Terms, you agree to adhere to all applicable laws and regulations (including without limiting the generality of this provision, fiscal and administrative regulations) that apply to any Hosted Event. You agree that MyPlates shall under no circumstance be held responsible or liable for any representation in an Invitation, or for a Hosted Event not in conformance with the description of the Hosted Event via the App, the Services or otherwise.
In certain circumstances, MyPlates may decide, in its sole discretion, that it is necessary or desirable to cancel a Hosted Event. In these circumstances, MyPlates may determine, in its sole discretion, to refund to the Guest part or all of the amounts charged to the Guest. You agree that MyPlates and the relevant Guest or Host will have no liability to each other in respect of such cancellations or refunds.
When issuing Invitations, the Host states the fees, if any, that they will charge each Guest (“Host Charges”). A Host reserves the right to offer the Services free of charge. Host Charges shall be quoted inclusive of all sales or other taxes. MyPlates reserves the right to charge Guests a fee for the use of the Service (the “MyPlates Fees”). Acceptance of an Invitation constitutes agreement to pay the Host Charges and any MyPlates Fees (the “Transaction Fees”). The total amount of the Transaction Fees is the amount payable by the Guest in respect of each Invitation at the time that the Guest accepts the Invitation. To the extent that the MyPlates Fees are subject to sales taxes, such as VAT, these taxes will be included in the total amount payable by the Guest in respect of the Transaction Fees.
Hosts agree and acknowledge that they are responsible for discharging all of their own tax obligations (including sales taxes including, but not limited to, VAT) whether these are imposed on a state, local or other level. MyPlates assumes no obligations whatsoever in this regard. In particular, MyPlates assumes no responsibility (actual or deemed) to notify or explain to Hosts, or to enquire into, the VAT or sales taxes treatment of any Hosts or Hosted Events.
If MyPlates so requires for the purposes of its dealings with any tax or regulatory authority, Hosts and Guests shall provide to MyPlates, promptly on request, any information, data, documentation and/or copies of communications (whether in electronic format or otherwise) which relate to Hosted Events in which they have participated. Hosts shall, promptly on request, provide to MyPlates all reasonable assistance in any discussion or dispute with any tax authority with respect to the VAT or sales tax treatment of Hosted Events in which those Hosts have participated.
You may only make payments for Invitations and the Service via the App, and any required payments shall be processed by an authorized third-party payment processor. You agree that the sole and exclusive role and responsibility of MyPlates (and any of its authorized third-party agents) in providing services relating to processing payments is to arrange the collection of payments from Guests and for the payment of the amounts collected in accordance with these Terms (and you agree that they have no other or further liability to you in respect of any payment made).
All fees are non-refundable and non-transferable. You will be responsible for, and will promptly pay, all taxes, duties and withholdings of any kind associated with any fees due by you. You agree to immediately pay any amounts accrued, but remaining unpaid, as of termination of your account.
We welcome feedback, comments, and suggestions for improvements to our Services (“Feedback”). You can submit Feedback by emailing us at [email protected]. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.
License; Reservation of Rights
Subject to End-User’s compliance with these Terms, MyPlates hereby grants to End-User a limited, personal, non-exclusive, non-transferable, license to use the App to access the Service solely for the End-User’s own personal purposes. Except for the licenses and rights expressly granted under these Terms, no licenses or rights are granted by MyPlates to End-User hereunder. End-User shall not (i) copy or modify the Service or App for any purpose; (ii) reverse engineer, decompile, modify, translate, disassemble or discover the source code for all or any portion of the Service or the App; or (iii) distribute, disclose, market, rent, lease or otherwise transfer the Service or the App to any other person or entity.
MyPlates retains all intellectual property rights in and to the Service and the App and all related documentation interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights), including but not limited to any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto, and all related information, material and documentation. Except for rights specifically provided herein, End-User hereby assigns to MyPlates all other intellectual property rights it may now or hereafter possess in the Service or the App and related documentation, and all derivative works and improvements thereof, and agrees to execute all documents, and take all actions, that may be necessary to confirm such rights. End-User also agrees to retain all proprietary marks, legends and patent and copyright notices that appear on the Service or the App and any related documentation delivered to End-User by MyPlates and all whole or partial copies thereof.
Disclaimer of Warranties and Limitation of Liability
Warranty Disclaimer. MYPLATES DISCLAIMS ANY AND ALL WARRANTIES RELATING TO THE SERVICE, THE APP, OR ANY OTHER MATTER COVERED BY THESE TERMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MYPLATES DOES NOT WARRANT THAT THE SERVICE OR APP WILL OPERATE WITHOUT INTERRUPTION OR DELAY AND/OR BE ERROR FREE, OR THAT ALL FAILURES OF THE SERVICE OR APP TO CONFORM TO THE DOCUMENTATION CAN OR WILL BE CORRECTED. MYPLATES MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OF ANY CONTENT PROCESSED BY THE SERVICE OR THE APP.
Limitation of Liability. IN NO EVENT SHALL MYPLATES BE LIABLE FOR LOST PROFITS OR BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES ARISE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER SUCH PARTY IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. THE AGGREGATE LIABILITY OF MYPLATES FOR ANY AND ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00).
Essential Part of the Bargain. The parties acknowledge that the disclaimers and limitations set forth in this Section are an essential element of these Terms between the parties and the parties would not have entered into these Terms without such disclaimers and limitations.
Indemnification. End-User hereby agrees to indemnify and hold harmless MyPlates from any and all damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) suffered or incurred by MyPlates in connection with any claims that MyPlates is required to pay to third parties to the extent such damages, settlement amounts, costs and expenses are attributable to (i) End-User’s violation of these Terms; (ii) the Invitation or the Hosted Event; or (iii) End-User’s provision of the End-User Content, including any actual or alleged violations of third party intellectual property by such End-User Content.
Term and Termination
Term. End-User’s access to the App and Service shall begin on the date End-User registers for the Service and shall continue until terminated earlier under the provisions of this section.
Termination for Convenience. MyPlates may terminate End-User’s use of the Service and/or the App at any time. End-User may terminate these Terms at any time by cancelling its End-User account and uninstalling the App.
Effect of Termination. Upon the expiration or sooner termination of these Terms, all license rights of End-User hereunder shall automatically and immediately cease, and End-User shall promptly cease all uses of the Service and shall uninstall the App. The sections regarding license, disclaimer of warranties, indemnification, limitation of liability, termination and general shall survive the expiration or earlier termination of these Terms.
Independent Contractors. In making and performing these Terms, the parties are acting and shall act as independent contractors. Neither party is, nor will be deemed to be, an agent, legal representative, joint venturer or partner of the other party for any purpose.
Force Majeure. In the event that MyPlates is unable to perform its obligations under these Terms because of acts of God, strikes, equipment or transmission failure, unavailability or poor performance of the Internet, or other causes reasonably beyond its control, MyPlates shall not be liable to the End-User for any damages resulting from such failure to perform or otherwise from such causes.
Governing Law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Assignment. End-User may not assign any of its rights or privileges, or delegate any of its duties or obligations hereunder to any third party. Any purported assignment in contravention of this Section shall be null and void. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
Notices. All notices and other communications hereunder shall be in writing and shall be deemed effective when delivered by hand, electronic transmission, reputable overnight delivery service, or certified mail (return receipt requested), postage prepaid to: (a) in the case of MyPlates, to the address set forth on http://www.myplates.io/about to the attention of the Chief Counsel; and (b) in the case of End-User, to the address set forth in its account information.
Waivers. A waiver by either party of a breach or violation of any provision of these Terms will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of these Terms.
Entire Agreement; Amendment. These Terms constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior understandings and agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms may not be amended, supplemented, or otherwise modified except by an instrument in writing signed by both parties and attached hereto.