TERMS OF USE

In consideration of HUNGRY VOICE, LLC ("HV," "we," "us" or "our") providing you access to any of our services, Internet websites, mobile applications, social applications and chatbots (collectively, the "Services"),our pages and/or accounts on social media websites , our mobile applications within 3rd party sites (the “HV Apps”) and our text messaging service and the information, documents, reports, data, features, functionalities and software that may be offered to you through or in connection with your use of and/or access to the Services, the HV Apps,and the other materials on the Services, the HV Apps and/or the (collectively, and as such may be revised from time to time by us, the "Content"), and, if applicable, you becoming and being a Partner, you hereby agree to the following terms and conditions (together with the Partner Program Terms and Conditions, if agreed by you, collectively, these "Terms of Use").
HV may modify these Terms of Use from time to time upon written notice or posting to the Services. It is your responsibility to review these Terms of Use periodically. You agree that if you use the Services, the HV Apps, the and/or the Content after such notice or posting of changes in the Terms of Use, you will be bound by all such changes and these Terms of Use.


GENERAL

The Services is owned and operated by Hungry Voice, LLC. Our merchant offers available on the Services and the HV Apps is solely a facilitator of communications between the merchant members and users. Unless expressly stated otherwise on the Services or the HV Apps, the goods and menu items featured on the Services and the HV Apps are offered, provided, sold and delivered by the merchant members, not us. We are in no way responsible for the quality of goods or menu items offered by the merchant members. All questions regarding merchant members’ products and/or services featured on the Services and the HV Apps should be directed to the appropriate merchant members. Merchants can be Restaurants or any business type that subscribes to the Hungry Voice ordering Services.
Additional terms and conditions may be applicable to Delivery and or Pick Up services offered by the merchant. Please note that in our sole discretion at any time and with or without notice, we may offer further incentives or promotions, shorten or extend the duration of any incentive or promotion program and/or terminate or modify any incentive or promotion program. We reserve the sole right to stop Services to both Users and Merchants at any time for any reason.


PROMOTIONS; DISCOUNTS; COUPONS

Promotions and discounts that may be made available from time to time on the Services, the the HV Apps are offers that are limited in time and scope and are void where prohibited or restricted by applicable law, rule or regulation. Without limiting the foregoing and in addition thereto, HV reserves the right, in its sole discretion, to cancel, terminate, modify or suspend any promotions and/or discounts, in each case, in whole or in part, at any time without notice and for any or no reason.
A promotion or discount is limited to one (1) per User ID and cannot be used for multiple, non-qualifying or past orders. Non-qualifying orders include, without limitation any orders paid for with cash. A promotion or discount may be limited to specific qualifying items, as may be further described in the additional terms and conditions applicable to any promotion or discount or as may be designated by HV from time to time. A promotion or discount is not transferable, may not be resold and may not be combined with any other promotions or discounts. Unless otherwise indicated in the additional terms and conditions applicable to any promotion or discount or designated by HV from time to time, if there is a minimum purchase requirement, tax, tip, delivery fee and other charges are excluded from the calculation of such minimum purchase requirement. If a promotion or discount is in the form of a promo code, such code must be entered in the promo code section at checkout to be redeemed. Without limiting anything set forth in these Terms of Use and in addition thereto, by redeeming a promotion or discount, you express your understanding of and agreement to these Terms of Use and any additional terms and conditions applicable to any promotion or discount.
In addition to these Terms of Use, other terms and conditions may apply to certain merchant services and/or features made available on the Services, , the HV Apps and from time to time. By way of example but not limitation, such other terms and conditions may describe official rules for contests or sweepstakes on the HV platforms such terms and conditions are in addition to and subject to these Terms of Use. Notwithstanding anything to the contrary, becoming or being a partner (or Partner, as the Services, the HV Apps, these Terms of Use and/or the Partner Terms and Conditions may state) does not entitle you to any benefits or rights, unless expressly agreed by us in writing signed by our authorized officer.
All Merchant promotions, discounts, offers and or otherwise promoted via the HV Services are the sole responsibility of the merchant at all times. HV will not honor, enforce or otherwise manage offers made to user by merchants. User must deal with merchants directly.


PRICES; AVAILABILITIES

The information contained on the Services and the HV Apps regarding prices, specifications and availability of the products and/or services listed on the Services and the HV Apps has been provided by merchant members, merchant affiliates or third party partners. Merchant members advised us that the prices charged by merchant members on the Services and the HV Apps are generally the same as the prices charged in their brick-and-mortar stores at the time an order for products is delivered or available for pickup or dine-in at the time an order for services is fulfilled, as applicable. Although HV attempts to make certain that the prices, specifications and availability listed on the Services and the HV Apps and those posted in the stores on the date they are viewed on the Services and the HV Apps are the same, and that unavailable products and/or services (e.g., out-of-stock items or out-of-geographical range or discontinued services) are clearly marked or removed from the inventory on the Services and the HV Apps. Prices, specifications and availability of products and/or services may differ and are subject to change, including if you select a delivery or pickup date that is different from the date on which you place your order. Also, prices charged by merchant members that use third party delivery services may sometimes be different than those charged in their physical stores.
To calculate the total price of an order you placed on the Services or the HV Apps, merchant members use the information collected at the time you placed such order on the Services and/or the HV Apps, as applicable, in each case, as evidenced by our systems. If the information you entered is incorrect or additional information is submitted, merchant members may update your order, including the total price, accordingly. For example, in case of an order you placed on the Services or the HV Apps for delivered services, if you entered the wrong information regarding the number (e.g., “5” bagels instead of “6”) or type (e.g., “steak” instead of “salad”) of items, your order may be updated by the merchant member. Additional fees and charges may apply as a consequence of such an update. Further, certain products and/or services may no longer be available after merchant members review and/or update your order. We will of course let you know of any price update as your order is being processed assuming you are reachable and have accepted notifications on the HV platform.
Moreover, though every effort is made to ensure accuracy in posting pricing information, discrepancies do occur. While HV has undertaken to confirm the accuracy of the information contained on the Services and the HV Apps, mistakes can be made, including due both to inaccurate reporting of accurate information and accurate reporting of inaccurate information. Of course, if you become aware that the Services or any of the HV Apps contains inaccurate information, please let us know by contacting us at System@hungry1.com


DELIVERY FEES; GRATUITIES

The delivery of certain orders may be subject to a delivery fee charged of the applicable merchant member or third party delivery services provider (and not HV). The delivery fee is displayed on the menu page, the applicable merchant member page and/or the checkout page on the Services and will be added to the total amount due at checkout for the applicable order which you are responsible to pay for. Delivery fees are nonrefundable. If for any reason the delivery fee was not present, you agree to discuss the charges with the merchant not HV.
Gratuity (also referred to as a tip) is always optional. As a courtesy, the Services and/or the HV Apps may display an option to add a tip to the sub-total of an eligible order at checkout. However, certain orders may not be eligible for such option (for example when a third party delivery services provider is being used for the delivery of such orders.) Under our standard contract, merchant members are obligated to remit gratuities, less applicable credit card processing fees charged by the credit card processor, to their respective delivery personnel. You can always give delivery personnel a cash tip at the time your order is delivered. HV does not employ any delivery personnel at the time of this notice.
PLACING ORDERS FOR ALCOHOLIC BEVERAGES AND/OR TOBACCO PRODUCTS USING THE SITE OR THE HV APPS
By using the Services or any of the HV Apps to place orders for alcoholic beverages and/or tobacco products, you acknowledge and agree:
(A) that the U.S. Federal and State laws require that purchasers of alcoholic beverages be at least twenty one (21) years of age and alcoholic beverages may not be sold, delivered or given away to persons who are, apparently or actually, under the age of twenty one (21) years or visibly intoxicated;
(B) that you are at least twenty one (21) years of age or older;
(C) to provide valid photo identification at the time of accepting delivery of any alcoholic beverages and/or tobacco products; (Valid forms of identification are a valid driver's license or non-driver identification card issued by the Commissioner of Motor Vehicles, the Federal Government, a State Government, Commonwealth, Possession or Territory of the United States or a Provincial Government of Canada, a valid U.S. passport, a valid passport of any other country, or a valid military ID from the U.S. (NYS, ABC Law Section 65-b.2(b));
(D) that sale and delivery of alcohol beverages and/or tobacco products to you is made by the participating merchant members and NOT HV;
(E) that HV is a separate business and is not affiliated with any of the merchant members selling alcoholic beverages or tobacco; for clarity, HV is a shopping cart software only.
(F) that neither HV nor any of our affiliates or our or their partners, officers, directors, employees, shareholders or agents (collectively "HV Parties") shall have any liability to you or any third party in connection with purchase, sale, delivery and/or consumption of the alcoholic beverages and/or tobacco products or any consequences thereof; and
(G) that, without limiting anything set forth in these Terms of Use and in addition thereto, you shall indemnify and hold harmless HV Parties for, from and against 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, result from or are related to:
(i) processing of order(s) for alcoholic beverage(s) and/or tobacco product(s); (ii) purchase of the alcoholic beverage(s) and/or tobacco product(s); (iii) delivery of the alcoholic beverage(s) and/or tobacco product(s); (iv) consumption of alcoholic beverage(s) and/or tobacco product(s), and/or (v) any and all consequences of any of the foregoing.


PROPERTY RIGHTS; COMPLIANCE WITH LAW

The Services, the HV Apps, the POS . any and all content submitted by us on the website , and the Content are our property and are protected by applicable copyright, patent, trademark and other intellectual property laws. Except as expressly authorized herein, you may not, directly or indirectly, reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate or commercially exploit, in each case, whether in whole or in part, the Services, the HV Apps,the POS , any and all content submitted by us on the POS or the WEBSITE, or the Content in any manner (including electronic, print or other media now known or hereafter developed) without our express written consent. Use of the Services, POS, the HV Apps,or the Content in violation of these Terms of Use, or any applicable law, rule or regulation (whether of the United States or other countries), or any rights of any third party is prohibited. You agree not to use the Services, the POS, the HV Apps, or the Content for any unlawful purposes and to comply with any and all requests from us to protect our respective rights in the Services, the HV Apps, the POS, any and all content submitted by us on the and the Content. You agree that you will not, directly or indirectly, access, scrape, copy or otherwise use any portion of the Services,POS, the HV Apps, the Content to, in each case, whether alone or with others, engage in any activity or provide any product or service that, in our good faith judgment, is competitive with HV’s products or services, or disparage or discredit HV or any of HV’s products or services. Further, you may not, and agree not to, sell, license or otherwise provide access to and/or use of any of the Services, the SMS, the HV Apps, or the Content to any third party for any purpose whatsoever, including to build or offer a product or service that, in our good faith judgment, is competitive with HV’s products or services. You may use the Services, the HV Apps, the POS, any and all content submitted by us on the, and the Content only for your personal use. You may download the Content to your computer and print out a hard copy for your reference and internal use and display, but you will not remove any copyright, trademark or other notices or disclaimers contained in the Content. We expressly prohibit the use of devices (including software) designed to provide repeated automated access to the Services, the POS, the HV Apps, and/or the Content, including for any commercial purpose, except for those devices expressly authorized by us. We reserve the right to take any and all measures necessary to prevent such access, including denial or termination of your access to the Services, the POS, the HV Apps. If you have any questions about any materials posted on the Services, the POS, the HV Apps or the FACEBOOK PAGE we urge you contact your HV representative.


NON-HV CONTENT, PRODUCTS AND SERVICES; USER SUBMITTED CONTENT

We neither endorse nor are responsible for the accuracy or reliability of any information or content, including any opinion, advice or statement, made on the Services, the POS, the HV Apps, by anyone other than authorized HV employee spokespersons while acting in their official capacities. We do not review and assume no responsibility for any information or content received from, or created by you or any third party. We reserve the right (but have and shall have no obligation) to monitor, modify, delete, limit or block access to, in each case, in whole or in part, any information or content submitted by you or any third party to or by otherwise using the Services, the POS , the HV Apps.
By submitting any information or content to or by otherwise accessing and/or using the Services, the POS the HV Apps you unconditionally grant us an unrestricted, irrevocable, non-exclusive, royalty-free, perpetual, world-wide, fully paid, transferable, assignable and sublicensable right and license to use, copy, store, reproduce, modify, adapt, publish, translate, create collective and/or derivative works from, distribute, perform and display any such information or content, in whole or in part, and to incorporate any such information or content in any works in any form, media, software or technology now known or later developed, in each case, for any purposes whatsoever, including for advertising, marketing, publicity and promotional purposes, subject only to our privacy policies. You hereby waive all moral rights in any such information or content.
Furthermore, we do not review and assume no responsibility for any products or services mentioned on the Services, the POS , the HV Apps, whether provided by HV, affiliated companies or unaffiliated third parties. You agree to make your own independent evaluation of the products and services mentioned on the Services, the POS, the HV Apps, including their quality.


HYPERLINKS; THIRD PARTY WEBSITES; SOCIAL MEDIA WEBSITES

In the event you use the Services, the HV Apps, any and all content submitted by us on the POS or WEBSITE the links included on the Services, the HV Apps or any and all content submitted by us on the POS or the website to gain access to any World Wide Web site or any Internet location or a source of information, including social media websites, of any company, organization or person other than HV, you acknowledge that such other sites, locations and sources are not under our control and agree that we will not be responsible for any information, content or links found at any such sites, locations or sources, for your use of such information, content or links found at any such sites, locations or sources, or for any such sites, locations or sources use of any information or content you submit, directly or indirectly (e.g., while using the Services, the POS, the HV App). We provide such links only as a convenience to you, and have not tested any software or verified any content found at such sites, locations or sources. You further acknowledge that we make no warranties as to the availability of or otherwise related to any such links or any such sites, locations or sources. Your access to or use of such links or any such sites, locations or sources may be subject to their respective terms of use and it is your responsibility to read and comply with those terms of use. The fact that we have provided a link to any non-HV site, location or source does not signify our sponsorship or endorsement of such site, location or source or any of the contents of such site, location or source. There are inherent risks in the use of any such links or any software and/or content found on the Internet, and you acknowledge that you understand these risks.
The Services and the HV Apps may use Google® application programming interfaces (API) but are not endorsed or certified by Google, Inc. All of the Google® logos (including all other brands owned by them) and the Google® trademarks displayed on the Services and the HV Apps are the property of Google, Inc.


NO OBLIGATION TO KEEP INFORMATION CURRENT

We are not under any obligation to update the Content to reflect circumstances that may occur after its initial publication date. Due to legal restrictions or other reasons, we may not update any Content including to take into account material changes or new information.


DISCLAIMERS; CONTENT TO BE CONSULTED IN ITS ENTIRETY

You agree to comply with any and all rules, restrictions and disclaimers that are posted on the Services, the POS and/or the HV Apps. All materials on the Services, the HV Apps are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures and copyright or proprietary notices. Disclaimers, restrictions, disclosure or hedge clauses apply to any partial document or material in the same manner as they do to the whole, and will be deemed incorporated in the portion of any material or document that you consult or download. Additional disclaimers may be available on merchant services and other partner sites.

USER ACCESS

In connection with your use of or access to the Services, the POS, the HV Apps. We from time to time may provide you with user names, passwords and/or other unique identifiers (“User Access”). You are responsible for the security and confidentiality of the User Access and agree not to disclose them to any third party, including, if you are accessing the Services, the POS the HV Apps on behalf of any company or organization, any other employee in your company or organization. You are responsible for any and all information provided and any and all orders, acts and/or omissions that occur while User Access and/or a mobile phone that has a phone number provided by you and recognized by our systems to be associated with the User Access are/is being used, in each case, whether by you or a third party. We are not responsible for any breach of security caused by your failure to maintain the confidentiality and security of any of the User Access. You agree to notify us immediately in the event of loss, theft or disclosure of any or all of the User Access, if you believe the confidentiality or security of any or all of the User Access has been compromised in any way or in the event of your learning about a possible or actual unauthorized access to and/or use of the Services, the POS, the HV Apps. You are limited to one User Code. Duplicate User Access may be revoked. We reserve the right to revoke or modify the User Access at any time with or without prior notice.


CONSENT TO RECORDING AND MONITORING

You consent to our recording, retention and use of all content, information and data, including orders, that you input or otherwise communicate during your access to and/or use of the Services, the POS, the HV Apps, or through any e-mail to or from us and any other electronic communication means and the transmittal of the same to our affiliates, subsidiaries, branches and third parties for order and other processing, database maintenance, record keeping or any other use in accordance with customary practices, policies and procedures applicable in the United States and, of course, our privacy policies. In addition, we may disclose such information to the extent that we determine in good faith to be required by any applicable laws, rules or regulations or order or in enforcement of our rights or the defense of claims. We expressly reserve the right (but have and shall have no obligation) to monitor any and all access to and/or use of the Services, the POS, the HV Apps.


CONSENT TO RECORDING OF TELEPHONE CALLS

You acknowledge that from time to time, we may record certain telephone calls used for the customer service and/or related purposes, and to the extent that any such recording occurs involving you, you consent to such recording.


USE OF E-MAIL AND OTHER ELECTRONIC MESSAGES

You acknowledge that any electronic mail, chat, information, submission or instant messenger communication, whether transmitted through the Internet, the Services, the POS the HV Apps, the Social Media, a proprietary network, a computer, a pager or other wireless device or otherwise (collectively, “Electronic Messages”) may not be secure and communications using Electronic Messages may not be confidential.
In addition, we assume no responsibility to update any information communicated to you using Electronic Messages. Furthermore, even if our representative has communicated with you using Electronic Messages, the representative may not (and we assume no obligation to) timely see, process, act on or respond to any message from you sent using Electronic Messages.

DISCLAIMER OF WARRANTIES

THE SERVICE, THE POS , THE HV APPS, AND THE CONTENT ARE PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HV PARTIES HEREBY DISCLAIM ANY AND ALL WARRANTIES, GUARANTIES, CONDITIONS, COVENANTS AND REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY RELATED TO MERCHANTABILITY, QUALITY, ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TIMELINESS AND ERROR-FREE UNINTERRUPTED SERVICES AS TO THE OPERATION OF THE SITE, THE HV APPS, THE SOCIAL MEDIA, AND HV PARTIES MAKE NO WARRANTY THAT (i) THE OPERATION OF THE SITE, THE POS, THE HV APPS WILL MEET YOUR REQUIREMENTS, (ii) ACCESS TO THE SITE, THE POS, THE HV APPS WILL BE UNINTERRUPTED OR ERROR-FREE, OR (iii) DEFECTS, IF ANY, WILL BE CORRECTABLE OR CORRECTED, OR OTHER ATTRIBUTES, WHETHER EXPRESS OR IMPLIED (IN LAW OR IN FACT), ORAL OR WRITTEN, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. HV PARTIES HAVE NO RESPONSIBILITY TO INFORM YOU OF ANY DIFFICULTIES WE OR OTHER THIRD PARTIES EXPERIENCE CONCERNING USE OF THE SITE, THE POS, THE HV APPS , OR TO TAKE ANY ACTION IN CONNECTION WITH THOSE DIFFICULTIES. YOU (AND NOT HV PARTIES) ASSUME THE ENTIRE COST OF ALL SERVICING, REPAIR OR CORRECTION THAT MAY BE NECESSARY FOR YOUR COMPUTER, MOBILE PHONE, TABLET AND/OR OTHER EQUIPMENT AND SOFTWARE AS A RESULT OF ANY VIRUSES, ERRORS OR OTHER PROBLEMS YOU MAY HAVE AS A RESULT OF VISITING OR USING THE SITE, THE POS THE HV APPS, TO THE EXTENT THAT THE LAW DOES NOT PERMIT THE DISCLAIMER OF WARRANTIES, ALL CONTENT ACCESSIBLE ON THE SITE, THE POS, THE HV APPS, OR ANY OTHER SITE, LOCATION OR SOURCE TO WHICH WE LINK, AND ALL OPERATIONS ON THE SITE, THE POS, THE HV APPS ARE WARRANTED ONLY TO THE MINIMUM AMOUNT LEGALLY REQUIRED

LIMITATION OF LIABILITY

BY USING THE SITE, THE POS THE HV APPS, YOU SPECIFICALLY AGREE THAT YOU WILL NOT HOLD HV PARTIES LIABLE TO YOU OR ANY PARTY FOR ANY DAMAGES OR INJURY OR LOSS, INCLUDING ANY AND ALL DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, INCLUDING THE ONES THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, THE POS, THE HV APPS, OR THE CONTENT (OR ANY OTHER LINKED SITE, LOCATION OR SOURCE), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF CONTENT AVAILABLE ON THE SITE, THE POS, THE HV APPS, (OR ANY OTHER LINKED SITE, LOCATION OR SOURCE). NONE OF THE HV PARTIES WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES INCLUDE DAMAGES OR INJURY CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, DELAY IN OPERATION OR TRANSMISSION, LINE FAILURE, COMPUTER VIRUS OR OTHER HARMFUL COMPONENT.

YOUR REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant that:
(A) (i) you are the person to whom the User Access you used to access the Services, the POS, the HV Apps were issued by us and the information you provided to us in connection with the issuance of the User Access, if any, was and is true, accurate, current and complete, or (ii) you are accessing the Services,the POS, the HV Apps on behalf of the company or organization to whom the User Access you used to access the Services, the POS and the HV Apps were issued by us;
(B) if you are accessing the Services, the POS, the HV Apps on behalf of the company or organization to whom the User Access you used to access the Services, the POS, the HV Apps and the POS were issued by us, you are duly authorized by all necessary action and have all consents, rights and authority to execute these Terms of Use on behalf of yourself and your principals and the company or organization on whose behalf we grant you access to the Services, the POS , the HV Apps
(C) you will not reverse engineer, de-compile or reverse compile any of our technology, including any software or Java applets associated with the Services, the POS, the HV Apps,
(D) unless we expressly authorize you to do so in writing, you will not use, reproduce, duplicate, copy, sell, resell, distribute, publish or exploit for any commercial purposes any portion of the Services, the POS, the HV Apps,or the Content;
(E) you will access and use the Services, thePOS, the HV Apps, in compliance with any and all applicable law(s), rules(s) or regulation(s) (whether in the United States or other countries) and the terms and conditions of these Terms of Use;
(F) if we grant you access to the Services, the POS, the HV Apps in your individual capacity, you are of the age of majority; and
(G) you have all consents, rights and authority to provide and submit any and all information and content provided and submitted by you or using User Access to or otherwise using the Services, the POS, the HV Apps, and all such information and content (1) are true, accurate, current and complete and we may rely on such information and content; (2) are not libelous, defamatory, indecent, obscene, harassing, hateful or violent; (3) are not meant to harm any HV Parties or any third party; (4) do not constitute or include viruses or other harmful codes; (5) as well as their anticipated uses, do not violate, infringe or misappropriate any copyright, patent, trademark or other proprietary rights, or right of publicity or privacy of any HV Parties or any third party; and (6) do not violate these Terms of Use, or any applicable law, rule or regulation (whether of the United States or other countries).
(H) you are not employed with a competing application provider of the same Services offered by HV. You agree to disclose such employment and agree to a non-compete clause in regards to your use of the applications provided by HV.


INDEMNIFICATION

You shall indemnify and hold harmless HV, its affiliates and its and their partners, employees and agents from and against any and all claims, actions, proceedings, obligations, penalties, losses, liabilities, damages, costs and expenses (including reasonable legal and other professional fees and costs) directly or indirectly arising out of or related to (i) your breach of any agreements, representations and warranties contained in these Terms of Use, (ii) your access to and/or use of the Services, the POS, the HV Apps, tor the Content, and/or (iii) any and all information or content submitted by you or using User Access to or otherwise using the Services, POS, the HV Apps,including for claims that any of it violates, infringes or misappropriate any proprietary rights, or right of publicity, privacy or any other right of any third party.


LOCATION; GOVERNING LAW

The Services, the POS and the HV Apps are published in the United States. You agree that any access to or use of the Services, the POS the HV Apps, the Content,, or solely between you and us, will be deemed to be entirely at our facility in New York City, under and subject to applicable New York State and United States Federal law, rules and regulations, to the same extent as if you were to physically come to our offices in New York and, without assistance or solicitation, copy material contained in our library. These Terms of Use and all the terms herein will be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of law. Any such controversy will be submitted exclusively to Federal or state courts in the State of New York. You consent to personal jurisdiction in any applicable court for purposes of any such litigation. Any right to trial by jury with respect to any claim or action is hereby waived by all parties to these Terms of Use. Although our services may be made available outside the United States from time to time, you agree to be held in accordance with US laws at the time of this publication.


MODIFICATION; TERMINATION

We may at any time and for any reason with or without prior notice to you, and without liability, in each case, modify, suspend, terminate or discontinue, in whole or in part, any portion of the Services, the POS the HV Apps or (including the Content or hours of availability) and/or your access to or use of the Services, the POS the HV Apps, and/or the Content. If you fail to comply with any provision of these Terms of Use, or if, in its sole discretion, HV modifies, suspends, terminates or discontinues your access to or use of the Services, the POS, the HV Apps,and/or the Content, any and all rights granted to you herein will immediately automatically terminate. These Terms of Use (as may be revised from time to time as described herein) are irrevocable and, unless otherwise expressly stated in these Terms of Use, will survive the termination of your access to, and use of, the Services, the POS, the HV Apps and/or the Content, and your relationship with us. We reserve this right without notice even if we decide to terminate a merchant on our platform.
FORCE MAJEURE
None of the HV Parties are or will be liable for any losses caused directly or indirectly as a result of causes or events beyond the control of HV, including natural disasters, acts of Mystical Beings, Aliens, War, terrorism actions or decrees of governmental bodies, exchange or market rulings, failure of the Internet, communication lines or utility systems, equipment and systems failures, unauthorized access, and theft (each, a "Force Majeure Event"). All of the obligations of HV Parties with respect to the affected elements under these Terms of Use will be suspended for the duration of such Force Majeure Event.


MISCELLANEOUS

These Terms of Use represents the complete and exclusive statement of the agreement and understanding between you and us regarding your rights to access the Services, the POS , the HV Apps, and to use the Content and, if applicable, you becoming and being a User, and supersedes all agreements which you may sign with us, and all representations (whether written or oral), regarding such subject matter. Except as herein provided, no waiver, modification or amendment of any provision of these Terms of Use will be effective against us unless the same is in writing and signed by one of our executive officers. Should any term or provision of these Terms of Use be deemed or held to be invalid or unenforceable, the remaining terms and provisions will continue in full force and effect. Our failure to insist at any time upon strict compliance with any term of these Terms of Use, or any delay or failure on our part to exercise any power or right given to us in these Terms of Use, or a continued course of such conduct on our part will at no time operate as a waiver of such power or right, nor will any single or partial exercise preclude any other future exercise. All rights and remedies given to us in these Terms of Use and other terms and conditions that are subject to these Terms of Use are cumulative and not exclusive of any other rights or remedies which we otherwise have at law or equity. These Terms of Use will be binding upon you and your executors, heirs, successors and assigns. Any and all headings in the text of these Terms of Use are solely for convenience or reference and do not constitute a part of these Terms of Use, nor do they affect the meaning, construction or effect of these Terms of Use. The terms "including" and "includes" as used in these Terms of Use are intended to identify some, but not all, examples relevant to the subject matter and, therefore, should be read as "including, but not limited to" or "includes, but not limited to." Neither you nor we may assign or delegate rights, duties or obligations under these Terms of Use without the prior written consent of the other party. We may, however, assign these Terms of Use, or any rights or obligations hereunder, to an affiliate, subsidiary or any entity owned, controlled by or under common control with us, or pursuant to a merger, consolidation, change of control or corporate reorganization. These Terms of Use are in addition to, and do not nullify, any other agreement between you and us governing the conduct of your relationship with us or any other applicable terms and conditions found on the Services, the POS, the HV Apps.


ELECTRONIC DOCUMENTS

By sending a message via any of our platforms you are giving us consent. We may, in our sole discretion, seek your consent to the terms and conditions of these Terms of Use and certain other agreements on the Services, the POS, the HV Apps, by means of an electronic signature by requesting you to affirmatively check the box indicating your acceptance to these Terms of Use, affirmatively "click" on boxes containing the words "I Accept," "I Agree" or other similar phrases (collectively, "Acceptance Terms"). If you "click" on the Acceptance Terms, your "click" will be deemed a legally binding electronic signature. You acknowledge and agree that you will carefully review any document or web page before making such an electronic signature. By electronically indicating your agreement to these Terms of Use or accessing the Services, the POS, the HV Apps, or using any of the Content after you have had an opportunity to review these Terms of Use, you acknowledge and agree: (i) that you and, where applicable, the company or organization on whose behalf we grant you access to the Services,POS, the HV Apps, intend to form a legally binding contract between you and HV; (ii) that you have read and agree to the terms and conditions of these Terms of Use; (iii) that you agree and intend that these Terms of Use to be the legal equivalent of signed, written contracts, and equally binding; (iv) that by electronically agreeing to these Terms of Use, you acknowledge that you have received a copy of these Terms of Use by your viewing a web page containing a hyperlink to the web page where these Terms of Use are displayed or otherwise; and (v) that if you are executing these Terms of Use on behalf of others, you hereby certify that you are an authorized representative, duly authorized, including where applicable, by all required corporate action to act on behalf of such others.


Last Updated: December 2016 HUNGRY VOICE LLC.