LOVEPLATES TERMS OF SERVICE

Last Updated: February 2022

Please read these Terms of Service (“Agreement” or “Terms”) carefully. Your use or access of the App (as defined below) constitutes your consent to this Agreement.

This Agreement is between you and LovePlates LLC (“LovePlates”, “we”, “our” or “us”) concerning your use of (including any access to) LovePlates’ mobile applications, web applications, and website (collectively with any other materials and services available therein, and successor application(s) or websites thereto, “App”) and the services we provide via the App (“Services”).

By clicking or tapping any button or box marked “accept,” “agree” or “OK” (or a similar term) in connection with this Agreement, or by accessing or using the App, you agree to be bound by this Agreement and affirm that you are of legal age to enter into this Agreement where you live and have the legal capacity to enter into this Agreement.

User Accounts

While you may always browse public-facing portions of the App without registering an account with us, in order to access certain portions of the App or Services, LovePlates may require you to register an account with us (“Account”).

You are responsible for the security of your Account, and are fully responsible for all activities that occur through the use of your credentials including your username and password. You agree to notify us immediately if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. We will not be liable for any loss or damage arising from unauthorized use of your credentials. You may be required to create and provide separate log-in credentials to access Third-Party Services.

When you create an Account or claiming your business' listing, you represent to LovePlates that all information provided to us is true, accurate, and correct, and that you will promptly update your information as needed in order to keep it accurate. If you are claiming a business listing, then you represent to us that you are the owner or authorized agent of such business. You may not impersonate another person or create an account for anyone other than yourself. You are prohibited from (a) creating multiple accounts or business listings; and (b) providing or using false information to obtain access to a business' listing on the Services that you are not legally entitled to claim.

We reserve the right to disallow, cancel, remove, or reassign certain usernames and other information associated with an Account in appropriate circumstances, as determined by us in our sole and absolute discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which would or might constitute a violation of this Agreement, cause damage to or impair the Services or App, infringe or violate any third-party rights, damage or bring into disrepute the reputation of LovePlates, or violate applicable law. These determinations will be made in LovePlates’ sole and absolute discretion. If messages sent to the email address you provide are returned as undeliverable, then we may terminate your Account immediately without notice to you and without any liability to you or any third-party.

Service Availability and Mobile Services

The App and Services may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

The App and Services or portions thereof may be accessible via a mobile phone, tablet or other wireless devices (collectively, “Mobile Services”). Your mobile carrier’s normal messaging, data and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the App and the related Mobile Services must be in accordance with this Agreement. LovePlates shall not be liable to any party for any loss or damage resulting in whole or in part from any malfunction in its App or Service to you to the extent such malfunction arises from, or is in anyway connected to, your mobile carrier’s service.

Communications

By accessing or using the App and Services, you consent to receive communications from other users and LovePlates through the App and Services or through any other means such as emails, push notifications, text messages (including SMS and MMS), and phone calls. You acknowledge that these communications may advertise and promote LovePlates or businesses listed on LovePlates. You further acknowledge that these communications may be initiated by LovePlates, businesses listed on LovePlates, or other users. You also acknowledge that communications may be sent using an automatic telephone dialing system, and that you may be charged by your phone carrier for certain communications such as SMS or MMS messages or phone calls. By accessing or using the App and Services, you agree to notify us immediately if the phone number(s) you have provided to us have been changed or disconnected.

Intellectual Property Rights

The App, Services, and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by LovePlates, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. LovePlates grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use the Services and App solely in strict compliance with the provisions of this Agreement and as permitted by the functionalities of the App and Services available to you.

LovePlates’ name and all related names, logos, product and service names, designs, and slogans are trademarks of LovePlates, its affiliates, or licensors. You must not use such marks without the prior written permission of LovePlates. All other names, logos, product and service names, designs, and slogans on this App are the trademarks of their respective owners.

LovePlates reserves all rights not expressly granted to you in this section. Accordingly, nothing in this Agreement or on the App or Services will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the App, Services, or any LovePlates intellectual property located or displayed on or within the App or Services.

Recipes

LovePlates may post recipes for users to view, use, and download as in-app downloads and purchases (“Recipes”). Recipes are created by LovePlates and our affiliated partners and chefs. We own all intellectual property rights to all Recipes and any unauthorized republication or commercial use is strictly prohibited whether the Recipe is offered for free or purchase. You may not copy, publicly display, reproduce, distribute, modify, translate, remove, analyze, commercialize, prepare derivative works of, publish, display, or otherwise distribute any Recipes that are offered by LovePlates.

Content and Reviews

Certain features on the App may allow you to submit, post, or upload (collectively, “Post”) content to the App or you may otherwise directly or indirectly provide content to LovePlates, such as user profile content or other materials subject to intellectual property or similar applicable law (“User Content”). You acknowledge and agree that you alone are responsible for your User Content. You may not be able to edit or delete User Content. You assume all risks associated with your User Content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with any personal information you disclose through the App or Services. You represent that you own or have the necessary rights to use and authorize the use of your User Content as described herein. You may not imply that your User Content is in any way sponsored or endorsed by LovePlates. For all User Content that you Post, you grant us (and those third parties we work with) a worldwide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable license to use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of (such as those resulting from changes we make so that your User Content works better with our App), publish, display, and distribute such content; provided that we will not share with other users any User Content that you Post that is not viewable by other users based on any privacy settings available on the App. The rights you grant in this section are for the purpose of operating, promoting, and improving our App and Services and this license continues even if you stop using our App.

We are under no obligation to edit or control User Content that you Post, and will not be in any way responsible or liable for User Content. LovePlates may, however, at any time and without prior notice, filter, screen, remove, edit, or block any User Content that, in our sole and absolute discretion, violates this Agreement or is otherwise objectionable. User Content that LovePlates determines is or could be interpreted to be abusive, bigoted, defamatory, harassing, harmful, infringing, obscene, offensive, pornographic, racist, threatening, unlawful, vulgar or otherwise inappropriate (collectively, “Offensive Content”) may be screened, removed, edited, or blocked. Further, we may take any action we deem necessary and/or appropriate against any user who Posts Offensive Content, including, but not limited to, suspending or terminating the user’s Account.

Reviews or ratings for businesses listed on LovePlates do not reflect the opinion of LovePlates. We provide a platform where reviews or ratings for businesses are made by Users, which reflect the opinions of such Users. LovePlates is a neutral platform, which solely provides a means of communication between Users and businesses.

Reservations, Appointments, Booking, Transactions

LovePlates may provide you with access to features that allow you to make reservations, scheduling an appointment, or complete an online transaction with local businesses or service providers, such as making restaurant or hotel reservations, or ordering food delivery. These Services and features may be provided by LovePlates or by our third-party partners. Any use of third-party partners shall be governed by additional terms presented to you as part of the reservation, scheduling, or transaction process. LovePlates is not responsible for fulfilling any reservations, appointments, bookings, or transactions made by you with a third-party partner.

As part of the process of making a reservation, appointment, or transaction, you may be required to provide payment information, including credit card information, to confirm a reservation. You understand that you may be charged additional fees, including cancellation or no-show fees in accordance with the third-party local business’s policies.

Acceptable Use

In connection with the use of the App or Services, you must not:

• Post, transmit or otherwise make available through or in connection with the App or Services any materials that are or may be: (i) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (ii) defamatory, libelous, fraudulent or otherwise tortious; (iii) obscene, indecent, pornographic or otherwise objectionable; or (iv) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.

• Post any fake or defamatory review, trade reviews with others, or compensate someone or be compensated to post, refrain from posting, or remove a review.

• Threaten, stalk, harm, or harass others, or promote bigotry or discrimination.

• Delete or alter any content or material that LovePlates makes available on the App and/or Services.

• Remove any copyright, trademark or other proprietary rights notice from the App or Services.

• Violate any applicable law.

• Post, transmit or otherwise make available through or in connection with the App or Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware, ransomware, malware, or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.

• Systematically download and store content from the App or Services.

• Record, process, or mine information about users.

• Access, retrieve or index any portion of the App or Services for purposes of constructing or populating a searchable database of business reviews.

• Reverse engineer, decipher, decompile or disassemble any portion of the App, except to the extent such restriction is expressly prohibited by applicable law.

• Use the App to transmit through or in connection with the App, any spam, chain letters or other unsolicited communications. Interfere with or disrupt the operation of the App or the servers or networks used to make the App or Services available, including by hacking or defacing any portion of the App (including any content available thereby); or violate any requirement, procedure or policy of such servers or networks.

• Restrict or inhibit any other person from legal use of the App or Services.

• Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the App or Services except as expressly authorized herein, without LovePlates’ express prior written consent.

• Frame or mirror any portion of the App or Services, or otherwise incorporate any portion of the App into any product or service, without LovePlates’ express prior written consent.

• Restrict, discourage or inhibit any person from using the App or Services.

• Use any robot, spider, App search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine”, or otherwise gather content on the App or Services (including Submissions), or reproduce or circumvent the navigational structure or presentation of the App, without LovePlates’ express prior written consent. Notwithstanding the foregoing, and subject to compliance with applicable law and any instructions posted in the robots.txt file located in the App’s root directory, LovePlates grants to the operators of public search engines permission to use spiders to copy materials from the App for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. LovePlates reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.

• Create a false identity or impersonate another person or entity in any way.

Privacy

All information we collect on this App is subject to our Privacy Policy. By using the App, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

Our Privacy Policy is a part of this Agreement. Please review our Privacy Policy, which also governs the App and informs users of our data collection practices.

Please note that it is our policy to comply with all facially valid subpoenas, court orders or binding orders issued to us by law enforcement agencies and other government authorities. This may affect your access to your account, your funds and our services to you. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our compliance with all applicable laws, the guidance or direction of any regulatory authority or government authority, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.

Third-Party Services

LovePlates and its affiliates may contract with third-parties, including those providing research analysis or other information related to the Services to provide certain data, information, insights, analysis, and articles that are made available through the App and the Services, and may also provide links to third-party webApps (or other online properties that are not owned or controlled by LovePlates) or services that are not under the control of LovePlates (collectively, “Third-Party Services”). In addition to this Agreement, you may be bound by any additional terms required by providers of Third-Party Services. LovePlates and its affiliates make no representations about, and accept no liability for, any Third-Party Services.

Comments and Questions

If you choose to provide us with input or suggestions regarding problems with or proposed modifications or improvements to the App or Services (“Feedback”), then you grant to us a non-exclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable, and global right to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution, or fees due to you.

Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL LOVEPLATES, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE APP, ANY WEBAPPS LINKED TO IT, ANY CONTENT ON THE APP OR SUCH OTHER WEBAPPS, OR THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER ALL APPLICABLE LAWS.

Disclaimer of Warranties

We have put in a great deal of effort to provide the App and Services to you. We hope you find them valuable, but there are certain things we can’t promise about them.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE APP, SERVICES, AND ANY CONTENT IS AT YOUR SOLE RISK. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER LOVEPLATES NOR ITS AFFILIATES MAKE ANY WARRANTY, EITHER EXPRESS OR IMPLIED, ABOUT THE APP OR APP CONTENT. THE APP AND APP CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER LOVEPLATES NOR ITS AFFILIATES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE APP OR SERVICES. WITHOUT LIMITING THE FOREGOING, LOVEPLATES AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT THAT THE APP, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APP WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR APP, SERVICES, OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE APP OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APP WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LOVEPLATES AND ITS AFFILIATES ALSO DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify and hold harmless LovePlates, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of this Agreement or your use of the App, including, but not limited to any use of the App's content, services and products other than as expressly authorized in this Agreement or your use of any information obtained from the App.

Term

The term of this Agreement commences on your first use of the App or Services and continues until the termination of this Agreement by either you or LovePlates.

Termination and Suspension

These Terms are effective until terminated by us. LovePlates, in its sole discretion, has the right to terminate your access to the App or Services, or any part thereof, immediately at any time. We reserve the right, in our sole and absolute discretion, to restrict, suspend, or terminate your access to all or any part of the App or Service, or to terminate this Agreement at any time without prior notice or liability if you breach any provision of this Agreement or violate the rights of any third-party on or through the App. We reserve the right to change, suspend, or discontinue all or any part of the App at any time without prior notice or liability.

LovePlates is not liable to you or any third-party for termination of your access to the App or Services, or any part thereof. If you object to any of the requirements, statements, or obligations of these Terms, or any subsequent modifications thereto, or become dissatisfied with the App or Services in any way, your only recourse is to immediately discontinue use of the App and/or Services. Upon termination of these Terms, you will cease all use of the App and Services.

You may terminate this Agreement by sending written notification to us at contact@loveplates.com and terminating your use of the App and Services.

Relationship of the Parties

You agree that no joint venture, partnership, employment or agency relationship exists between you and LovePlates as a result of this Agreement or use of the App or Services.

Governing Law and Venue

This Agreement and your access to and use of the App will be governed by the laws of the State of California, without regard to conflict of law rules or principles 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 the State of California and the United States, respectively, sitting in Los Angeles, California.

Dispute Resolution

Except as otherwise set forth in this Agreement, any controversy or claim arising out of or relating to this Agreement or the interpretation, breach, termination or validity hereof will be resolved through arbitration in accordance with the American Arbitration Association. The language to be used in the arbitral proceedings will be English and arbitration will take place in San Francisco, California.

Changes to this Agreement

We reserve the right to change this Agreement at any time upon notice. We may give notice by posting the updated Agreement on the App or by any other reasonable means. You can review the most current version of this Agreement at any time. This Agreement in effect at the time of your use of the App apply. Updated versions of the Agreement are binding on you with respect to your use of the App on or after the date indicated in the updated Agreement. If you do not agree to the updated Agreement, you must stop using the App. Your continued use of the App after the date of the updated Agreement will constitute your acceptance of the updated Agreement.

Entire Agreement

This Agreement and the Privacy Policy constitute the sole and entire agreement between you and LovePlates with respect to the App and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the App. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and LovePlates.

Waiver and Severability

No waiver of by LovePlates of any term or condition set out in these Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of LovePlates to assert a right or provision under these Terms will not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Assignment

This Agreement will inure to the benefit of our successors and assigns. You may not assign this Agreement or any of the rights or licenses granted hereunder without the prior express written consent of LovePlates. LovePlates may assign this Agreement, including all its rights hereunder, without restriction.

Survival

The respective indemnities, representations, warranties and agreements of the parties hereto or made by or on behalf of the parties hereto pursuant to this Agreement will survive the termination of this Agreement indefinitely and will remain in full force and effect and all defined terms used therein will survive the termination of this Agreement indefinitely.

Contact Us

If you would like to contact us for any reason, please reach us at contact@loveplates.com.