SECTION 12 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE ORWERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR,SECTION12 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITEDEXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINALARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLYBE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUALBASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTIONOR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OFLAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION AGREEMENT COULDAFFECT YOUR RIGHT TO PARTICIPATE IN PENDING PROPOSED CLASS ACTION LITIGATION.PLEASE SEE SECTION 12 FOR MORE INFORMATION REGARDING THIS ARBITRATIONAGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPTOUT OF THE ARBITRATION AGREEMENT.
1. Acceptance of thisAgreement
Direct Global Buying Corp. (“Direct Global”) provides an onlinemarketplace connection, using web-based technology that connects you and otherconsumers, restaurants and/or other businesses and Local Driver Co-op member drivers (“Drivers”). Direct Global’ssoftware - Direct Local Eats- permits consumers to place orders for food and/or other goods fromvarious restaurants and businesses (the “Software”). Once such orders are made,theSoftware notifies Drivers that a deliveryopportunityis available and the software facilitates completion of thedeliveryto the consumer. Direct Local Eats is not a restaurantdeliveryservice, or food preparation business.
If you access any of our websites located at https://www.directcoops.com/ https://www.directlocaleats.com and https://www.localdriver.coop,install or use our Direct Local Eats mobile applications, install or use anyothersoftware supplied by Direct Global, or access anyinformation, function, or service available or enabled by Direct Global (each, a “Service” and collectively, the “Services”),or complete the Direct Local Eats account registration process, you,your heirs, assigns, and successors (collectively, “you” or “your”)herebyrepresentand warrant that:
(a) you have read, understand, and agree to be bound by thisAgreement;
(b) you are of legal age in the jurisdiction in which youreside to form a binding contract with Direct Global; and
(c) you have the authority to enter into the Agreementpersonally and, if applicable, on behalf of any organization on whose behalfyouhave created an account and to bind such organization to the Agreement.
The terms “User” and “Users” refer to all individuals andother persons who access or use the Services, including, without limitation,anyorganizations that register accounts or otherwise access or use theServices through their respective representatives. Except as otherwise providedin this Agreement, if you do not agree to be bound by the Agreement, you maynotaccess or use the Services.
Subject to Section 12(h) of this Agreement, Direct Globalreserves the right to modify the terms and conditionsofthis Agreement or its policies relating to the Software or Services at anytime, effective upon posting of an updated version of this Agreement throughthe Services. You should regularly review this Agreement, as your continued useofthe Services after any such changes constitutes your agreement to suchchanges.
3. Additional Termsand Policies
By using the Services, you agree to be bound by thisAgreement and acknowledge and agree to the collection, use, and disclosure ofyour personal information in accordance with Direct Global’s PrivacyPolicy, which is incorporated in this Agreement by reference.Certain features of our Services may be subject to additional terms andconditions, which are incorporated herein by reference.
(a) You will only use the Services for lawful purposes; youwillnot use the Services for sending or storing any unlawful material or fordeceptive or fraudulent purposes; and you will not engage in conduct that harmsother Users, Direct Globalemployees, or our community.
(f) You will not use the Services, or any content accessiblethroughthe Services, for any commercial purpose, including but not limited tocontacting, advertising to, soliciting or selling to, any Merchant, user or Driver,unless Direct Globalhas given you prior permission to do so inwriting.
(i) The information you provide to us when you register anaccount or otherwise communicate with us is accurate, you will promptly notifyus of any changes to such information, and you will provide us with whateverproofof identity we may reasonably request.
(k) You will use the Software and Services only for your ownuseand will not directly or indirectly resell, license or transfer theSoftware, Services or content displayed by the Services to a third party.
(n) You will not probe, scan, or test the vulnerability ofanysystem or network or breach or circumvent any security or authenticationmeasuresDirect Global may use to prevent or restrict access totheServices or use of the Services or the content therein.
(o) You will not deep-link to our websites or access ourwebsitesmanually or with any robot, spider, web crawler, extraction software,automated process and/or device to scrape, copy, index, frame, or monitor anyportion of our websites or any content on our websites.
You understand and agree that Direct Globalprovides a technology platform connecting you with independent food serviceprovidersand others that provide the products offered through the Services (“Merchants”),and independent third-party Drivers who provide delivery services (“Drivers”).You acknowledge and agree that Direct Global does not itselfprepare food or offer delivery servicesand has no responsibility or liabilityforthe acts or omissions of any Merchant or any Driver. Direct Global is not the retailer of any products offered by Merchants, nor is it inthedelivery business or a common carrier. Direct Global providesatechnology platform facilitating the transmission of orders by Users toMerchants for pickup or delivery by Drivers. Direct Global willnot assess or guarantee the suitability, legality or ability of any Driver orMerchant. You agree that Direct Global is not responsible for theMerchants’ food preparation or the safety of the foodand does not verifyMerchants’ compliance with applicable laws or regulations. Direct Global has no responsibility or liability for acts or omissions by any Merchantor Driver.
You agree that the goods that you purchase will be preparedbythe Merchant you have selected, that title to the goods passes from theMerchant to you at the Merchant’s location, and that the Driver will bedirected by your instructions to transport the products to your designateddeliverylocation. You agree that neither the Driver nor Direct Global holds title to or acquires any ownership interest in any goods that youorderthrough the Services.
Youmay be required to register for an account to use parts of the Services. Youmust provide accurate, current, and complete information during theregistration process and at all other times when you use the Services, and toupdatethe information to keep it accurate, current, and complete. You are thesole authorized user of any account you create through the Services. You aresolely and fully responsible for all activities that occur under your passwordoraccount. You agree that you shall monitor your account to prevent use byminorsand you will accept full responsibility for any unauthorized use of yourpassword or your account. You may not authorize others to use your User statusandyou may not assign or otherwise transfer your User account to any otherperson or entity. Should you suspect that any unauthorized party may be usingyour password or account, you will notify Direct Globalimmediately. Direct Global will not be liable and you may beliable for losses, damages, liability, expenses, and fees incurred by Direct Global or a third party arising from someone else using youraccount, regardless of whether you have notified us of such unauthorized use.If you provide any information that is untrue, inaccurate, not current, or incomplete,or Direct Global has reasonable grounds to suspect that suchinformationis untrue, inaccurate, not current, or incomplete, Direct Globalhasthe right to suspend or terminate your account andrefuseany and all current or future use of the Services (or any portionthereof). We may enable or require you to use a single pair of logincredentialsto use the Direct GlobalServices. Youagree not to create an account or use the Services if you have been previouslyremovedby Direct Global, or if you have been previously bannedfromuse of the Services.
(a) User Content. Direct Global may provide you with interactive opportunities through the Services, including,byway of example, the ability to post User ratings and reviews (collectively,“User Content”). You represent and warrant that you are the owner of, orotherwise have the right to provide, all User Content that you submit, postand/or otherwise transmit through the Services. You hereby grant Direct Globala perpetual, irrevocable, transferable, fully paid,royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate,createderivative works, distribute and/or otherwise use the User Content inconnection with Direct Global’sbusiness and in all forms nowknown or hereafter invented (“Uses”), without notification to and/or approval byyou. You further grant Direct Global a license to use yourusernameand/or other User profile information, including without limitationyourratings history, to attribute User Content to you in connection with suchUses, without notification or approval by you. You agree that this licenseincludes the right for other Users to access and use your User Content inconjunctionwith participation in the Services and as permitted through thefunctionalityof the Services. In the interest of clarity, the license grantedtoDirect Global herein shall survive termination of the Servicesoryour account. Direct Global reserves the right in its solediscretionto remove or disable access to any User Content from the Services,suspend or terminate your account at any time, or pursue any other remedy orrelief available under equity or law if you post any User Content that violatesthisAgreement or we consider to be objectionable for any reason. You agree thatDirect Global may monitor and/or delete your User Content(but does not assume the obligation) for any reason in Direct Global’s sole discretion. Direct Global may also access, read,preserve, and disclose any information as Direct Globalreasonably believes is necessary to (i) satisfy any applicable law, regulation,legal process, or governmental request, (ii) enforce this Agreement, includinginvestigation of potential violations hereof, (iii) detect, prevent, or otherwiseaddressfraud, security, or technical issues, (iv) respond to User supportrequests, or (v) protect the rights, property or safety of Direct Global, its users and the public.
(b) Feedback. You agree that any submissionof any ideas, suggestions, and/or proposals to Direct Globalthrough its suggestion, feedback, wiki, forum or similar pages (“Feedback”) isat your own risk and that Direct Global has no obligations(including without limitation, obligations of confidentiality) with respect tosuch Feedback. You represent and warrant that you have all rights necessary tosubmit the Feedback and you hereby grant to Direct Global aperpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive,worldwide, fully sublicensable right and license to use, copy, display,publish, modify, remove, publicly perform, translate, create derivative works,distribute and/or otherwise use such Feedback.
(c) Ratings and Reviews. To the extent thatyou are asked to rate and post reviews of Merchants or other businesses(“Ratings” and “Reviews”), such Ratings and Reviews are considered User Contentandare governed by this Agreement. Ratings and Reviews are not endorsed by Direct Global and do not represent the views of Direct Global or its affiliates. Direct Global shall have no liabilityfor Ratings and Reviews or for any claims for economic loss resulting from suchRatingsand Reviews. Because we strive to maintain a high level of integritywithrespect to Ratings and Reviews posted or otherwise made available throughthe Services, you agree that: (i) you will base any Rating or Review onfirst-hand experience with the Merchant or business; (ii) you will not provideaRating or Review for any Merchant or business for which you have an ownershipinterest, employment relationship or other affiliation or for any of thatcompany’s competitors; (iii) you will not submit a Rating or Review in exchangeforpayment, free food items, or other benefits from a Merchant or business;and (iv) your review will comply with the terms of this Agreement. If wedetermine, in our sole discretion, that any Rating or Review could diminish theintegrityof the Ratings and Reviews or otherwise violates this Agreement, wemay remove such User Content without notice.
By creating a Direct Local Eats account, youelectronically agree to accept and receive communications from Direct Global, Drivers, or third parties providing services to Direct Globalincluding via email, text message, calls, and pushnotifications to the cellular telephone number you provided to Direct Global. You understand and agree that you may receivecommunications generated by automatic telephone dialing systems and/or whichwilldeliver prerecorded messages sent by or on behalf of Direct Global, its affiliated companies and/or Driver, including but not limited tocommunications concerning orders placed through your account on the Services.Message and data rates may apply. If you do not wish to receive promotionalemails, text messages, or other communications, you may change yournotificationpreferences by accessing the Settings in your account. To optoutof receiving promotional text messages from Direct Global, youmust reply “STOP” from the mobile device receiving the messages. For purposesof clarity, delivery text messages between you and Drivers are transactionaltextmessages, not promotional text messages.
By creating a Direct Local Eats account, you alsoconsentto the use of an electronic record to document your agreement. You maywithdraw your consent to the use of the electronic record by emailing Direct Local Eats at