Terms & Conditions

        Food Dale Terms of Use Policy

        Effective Date: March 17, 2025

        PLEASE READ THESE CONSUMER TERMS AND CONDITIONS CAREFULLY. THESE CONSUMER TERMS AND CONDITIONS (“AGREEMENT,” “TERMS AND CONDITIONS,” or “TERMS”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND FOOD DALE, AS DEFINED BELOW.

        SECTION 14 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 OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SECTION 14 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO ARBITRATION, WITH LIMITED EXCEPTIONS (FOR EXAMPLE, UNITED STATES CONSUMERS DO NOT NEED TO ARBITRATE INDIVIDUAL CLAIMS OF SEXUAL HARASSMENT OR SEXUAL ASSAULT IN CONNECTION WITH THEIR USE OF THE SERVICES). UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION AGREEMENT COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING OR PROPOSED CLASS ACTION LITIGATION.

        IN ADDITION:

        • SECTION 4 OF THIS AGREEMENT REQUIRES YOU TO CONSENT TO OUR PRIVACY POLICY.
        • SECTION 8 OF THIS AGREEMENT CONTAINS PROVISIONS RELATING TO OUR USE OF CERTAIN USER CONTENT.
        • SECTION 13 OF THIS AGREEMENT CONTAINS PROVISIONS RELATING TO FOODPASS.
        • SECTION 20 OF THIS AGREEMENT CONTAINS PROVISIONS WHICH LIMIT OUR LIABILITY TO YOU.

        1. Application of this Agreement

        This Agreement governs your access to and use of the Technology and Services (each as defined below) and is between you and Food Dale. “Food Dale,” “we,” “us,” and “our” mean Food Dale Inc., a Delaware corporation, and its subsidiaries and affiliated companies, including, without limitation, the entities listed in the remainder of this paragraph. With respect to United States Orders (as defined below), these Terms and Conditions constitute a legal agreement between you and Food Dale Inc. and/or its subsidiaries and affiliated companies, including Food Dale  (depending on the Merchant, as defined below). With respect to Puerto Rico Orders (as defined below), these Terms and Conditions constitute a legal agreement between you and Food Dale Technologies Puerto Rico, LLC and/or its subsidiaries and affiliated companies. With respect to Dominican Republic Orders (as defined below), these Terms and Conditions constitute a legal agreement between you and Food Dale Technologies Dominican Republic, SRL and/or its subsidiaries and affiliated companies.

        Certain provisions of this Agreement apply based on the country of your primary residence or the country in which you have selected a delivery or pickup address, and such provisions are designated as such using one or more of the following definitions:

        • “Puerto Rico Order” means you have selected a delivery or pickup address in Puerto Rico, a United States territory.
        • “Dominican Republic Order” means you have selected a delivery or pickup address in the Dominican Republic.
        • “United States Consumer” means your primary residence is in the United States, including Puerto Rico, a United States territory.
        • “United States Order” means you have selected a delivery or pickup address in the United States, including Puerto Rico, a United States territory (except as otherwise noted).

        2. Acceptance of this Agreement

        Food Dale operates an online marketplace and connection platform to (a) broker the exchange of goods and services among you and other consumers, restaurants and other businesses (“Merchants”), and independent third-party contractors who provide delivery and/or other services (“Contractors”); and (b) provide you with access to information on the Services. Food Dale’s Technology permits consumers to place orders for food and/or other goods from Merchants, either for delivery or pickup, and/or request services from Merchants. If a delivery order is made, Food Dale uses the Technology to notify Contractors (or, for certain orders, Merchants) that a delivery opportunity is available and to facilitate completion of the delivery to the consumer. If a pickup order is made, Food Dale uses the Technology to communicate with the consumer regarding the availability of the order for pickup. Food Dale is not a merchant, retailer, restaurant, grocer, delivery service, or food preparation business (except as otherwise specified in Section 6 below).

        If you access any of our websites located at www.fooddale.com, install or use the Food Dale mobile application, install or use any other technology supplied by Food Dale (collectively, the “Technology”), access or use any information, function, feature, or service made available or enabled by Food Dale (collectively, the “Services,” which includes the Technology), click or tap a button or take similar action to signify your affirmative acceptance of this Agreement, or complete the Food Dale account registration process, you, your heirs, assigns, and successors (collectively, “you” or “your”) hereby represent and warrant that: (a) you have read, understand, and agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time at https://fooddale.com/page/terms-conditions or through the Technology; (b) you are of legal age in the jurisdiction in which you reside to form a binding contract with Food Dale; and (c) you have the authority to enter into the Agreement personally and, if applicable, on behalf of any organization for whom you have created an account or been named as the User during the Food Dale account registration process and to bind such organization to the Agreement.

        The specific Services or information available to you may vary based on the delivery or pickup address that you have selected. A certain function, feature, or Service (y) available to one User may not be available to all Users or at all times, and (z) may only be available in the latest version of the Food Dale mobile application. “User” means any individual or other person who accesses or uses the Services with or without an account (whether directly or through tools, services, or other means), including, without limitation, any organization that registers an account or otherwise accesses or uses the Services through its respective employees, agents, or representatives. Except as otherwise provided in this Agreement, if you do not agree to be bound by the Agreement, you may not access or use the Services.

        3. Modifications

        Subject to Section 14(k) of this Agreement, Food Dale reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Technology or Services at any time, effective upon posting an updated version of this Agreement at https://fooddale.com/page/terms-conditions or through the Technology. If we make any material changes to this Agreement, we will notify you by email at the email address that you have provided to us or by another means. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes. If you do not agree to this Agreement or any modifications to this Agreement, you should immediately cease using the Technology and Services.

        4. Additional Terms and Policies

        By using or accessing the Services, you agree to be bound by this Agreement and acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with Food Dale’s Privacy Policy, which is incorporated in this Agreement by reference. You also agree to abide by any additional Food Dale terms or policies for Users that are published on our website or mobile application, whether or not such terms or policies are directly referenced or linked elsewhere in this Agreement. Certain features of our Services may be subject to additional terms and conditions, which, to the extent permitted by applicable law, are incorporated herein by reference.

        If you use the Food Dale Developer Portal, you also accept and agree to be bound by the Developer Portal Technology License & Terms of Use (“Developer Portal Terms”) when using the Developer Portal. If there’s any conflict between the Developer Portal Terms and this Agreement, the Developer Portal Terms shall control to the extent related to the Developer Portal.

        5. Rules and Prohibitions

        Without limiting other rules and prohibitions in this Agreement, by using or accessing the Services (whether or not you have created an account or are logged into an account), you agree that:

        (a) You will only use or access the Services for lawful purposes and you will not use or attempt to use the Services under false pretenses or for sending or storing any unlawful material or for deceptive or fraudulent purposes.

        (b) You will only use or access the Services in accordance with all applicable laws, including copyrights, trade secrets, other intellectual property rights, or other rights of any third party, including privacy, personality, or publicity rights.

        (c) You will only use or access the Services using means explicitly authorized by Food Dale. If applicable, it is your responsibility to ensure you download the correct Technology for your device. We are not liable if you do not have a compatible device or if you have downloaded the wrong version of the Technology for your device. We reserve the right to terminate your use of the Technology and/or Services if you are using the Technology or Services with an incompatible or unauthorized device.

        (d) You will not use or attempt to use another User’s account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services.

        (e) You will not use or attempt to use the Services to cause nuisance, annoyance, or inconvenience.

        (f) You will not use or attempt to use the Services, or any content accessible through the Services (including content accessible without being logged into your account), for any commercial purpose, including but not limited to contacting, advertising to, soliciting, or selling to any Merchant, User, or Contractor, unless Food Dale has given you prior permission to do so in writing.

        (g) You will not use or attempt to use the Services or content accessible through the Services without Food Dale’s prior written consent in connection with the development of any software program, including, but not limited to, training a machine learning or artificial intelligence (AI) system or providing archived or cached data sets containing content accessible through the Services to another person or entity.

        (h) You will not copy or distribute, or attempt to copy or distribute, the Technology or any content displayed through the Services, including any reviews or Merchants’ menu content or catalogs, for republication in any format or media.

        (i) You will not directly or indirectly create or compile, or attempt to create or compile, any content or collection, compilation, or other directory from any content displayed through the Services except for your personal, noncommercial use.

        (j) The information you provide to us when you register an account or otherwise communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request.

        (k) You will keep secure and confidential your account password and any other login or identification credentials you use to access the Services.

        (l) You will use the Technology and Services only for your own use and will not directly or indirectly resell, license, or transfer the Technology, Services, or content displayed through the Services (including content accessible without being logged into your account) to a third party.

        (m) You will not use or attempt to use the Services in any way that could damage, disable, overburden, or impair any Food Dale server or the networks connected to any Food Dale server.

        (n) You will not attempt to gain unauthorized access to any part of the Technology or the Services and/or to any account, resource, computer system, and/or network connected to any Food Dale server.

        (o) You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures Food Dale may use to prevent or restrict access to the Services or use of the Services or the content therein, and you will not attempt any of the foregoing.

        (p) You will not use, access, or collect content, data, information, or materials published or available on the Services—including, but not limited to, text, photographs, images, illustrations, designs, audio clips, video clips, “look and feel,” metadata, data, or compilations—using automated means unless Food Dale has given you prior permission to do so in writing.

        (q) You will not deep-link to our websites or access our websites manually or with any robot, spider, script, web crawler, extraction software, automated process, service, tool, and/or device to scrape, copy, index, frame, or monitor any portion of our Services or websites or any content on or available through our Services or websites, and you will not attempt any of the foregoing.

        (r) You will not scrape or otherwise conduct any systematic retrieval of data or other content from the Services (including content accessible without being logged into your account), and you will not attempt any of the foregoing.

        (s) You will not engage in conduct that harms, attempts to harm, or threatens the safety of other Users, Merchants, Contractors, Food Dale, Food Dale employees, or our community in any way whatsoever, and you will take reasonable steps to prevent the foregoing.

        (t) You will not engage in threatening, harassing, racist, or sexist behavior or any other behavior that Food Dale deems inappropriate when using the Services.

        (u) You will report any errors, bugs, unauthorized access methodologies, or any breach of our intellectual property rights that you uncover in your use of the Services.

        (v) You will not abuse or attempt to abuse our promotional or credit code system, including by redeeming multiple coupons at once or by opening multiple accounts to benefit from offers available only to first-time Users.

        (w) Your participation in using and access to the Services is for your sole, personal, or internal business use.

        (x) You will not falsely or fraudulently claim that your order or items from your order were missing, incorrect, of poor quality, defective, or never delivered and you will return any order mistakenly delivered to you if requested by Food Dale, a Merchant, or a Contractor.

        (y) You will not, in connection with your use of the Services and/or the Food Dale platform: (i) ask a Contractor to purchase or deliver any goods or perform any services not ordered through the Food Dale platform; or (ii) give or offer to give any goods to a Contractor related to your Food Dale order.

        In the event that we believe or determine that you have breached any of the aforementioned or any other provision of these Terms, we reserve the right to suspend and/or permanently deactivate your account or take other appropriate action at our sole discretion. Engaging in any prohibited use of the Services may result in criminal, civil, and/or administrative penalties, fines, or sanctions against the User and those assisting the User.

        6. Contractors and Merchants Are Independent

        (a) You understand and agree that Food Dale provides the Services to connect you with independent Merchants that provide the products and services offered through the Services, and independent third-party Contractors who provide delivery and other services. You acknowledge and agree that Food Dale is not a merchant, retailer, restaurant, grocer, pharmacy, chemist, delivery service, or food preparation business, and has no responsibility or liability for the acts or omissions of any Merchant or any Contractor. Merchants are the retailers of the products or services offered through the Services. Food Dale is not in the delivery business, does not provide delivery services, and is not a common carrier. Food Dale provides the Services to facilitate the transmission of orders by Users to Merchants, including orders for pickup or delivery by Contractors and/or Merchants. Any delivery, pickup, or preparation times displayed through the Services are purely estimates and do not represent a promise, commitment, or guarantee by Food Dale. Food Dale will not assess or guarantee the suitability, legality, or ability of any Contractor or Merchant. You agree that Food Dale is not responsible for Merchants’ food preparation or product offerings, food or product handling, or the safety of the food or other products, or whether the photographs, images, menu or product listings, catalog, item descriptions, or other menu, product, or catalog information (including nutrition, ingredient, and/or allergen information) displayed through the Services accurately reflect the goods and services sold by Merchants and/or delivered by the Contractor and/or Merchant, and does not verify Merchants’ compliance with applicable laws or regulations. You also acknowledge and agree that menu, product, or catalog listings, descriptions, or other information (including photographs or images or nutrition, ingredient, and/or allergen information) displayed through the Services may not have been provided directly by the Merchant. Food Dale has no responsibility or liability for acts or omissions by any Merchant or Contractor. You agree that the goods that you purchase will be prepared by the Merchant you have selected, that title to the goods passes from the Merchant to you at the Merchant’s location, and that, for delivery orders, the Contractor and/or Merchant will be directed by your instructions to transport the products to your designated delivery location. You agree that neither the Contractor nor Food Dale holds title to or acquires any ownership interest in any goods that you order through the Services. You must not do anything which seeks to create an encumbrance, lien, charge, or other interest in or over the goods that you order until title has passed to you.

        (b) Notwithstanding Section 6(a):

        (i) United States Orders. For United States Orders placed through the Services with Food Dale Essentials, LLC (dba FoodMart or other brands), Food Dale Essentials, LLC is the Merchant and is therefore the retailer of the goods sold. Food Dale Essentials, LLC is a subsidiary of Food Dale Inc. and is a Merchant listed on the Services.

        7. User Account

        You may be required to register for an account to use parts of the Services. You must provide accurate, current, and complete information during the registration process and at all other times when you use the Services, and to update the information to keep it accurate, current, and complete. You are the sole authorized User of any account you create through the Services. You are solely and fully responsible for all activities that occur under your password or account or through your device. You agree that you shall monitor your account to prevent use by minors, and you will accept full responsibility for any unauthorized use of your password or your account. You may not authorize others to use your User account, and you may not assign or otherwise transfer your User account to any other person or entity. Should you suspect that any unauthorized party may be using your password or account, you will notify Food Dale immediately. Food Dale will not be liable, and you may be liable, for losses, damages, liability, expenses, and fees incurred by Food Dale or a third party arising from someone else using your account. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if Food Dale has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Food Dale has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). We may enable or require you to use a single set of login credentials to use the Food Dale services. You agree not to create an account or use the Services if you have been previously removed from the Food Dale platform by Food Dale or if you have been previously banned from use of the Services.

        8. User Content

        (a) User Content. Food Dale may provide you with interactive opportunities through the Services, including, by way of example, the ability to post content on the Food Dale platform or otherwise provide to Food Dale Ratings and Reviews (each as defined below), Feedback (as defined below), or other text, photos, images, or audio and video content (collectively, “User Content”). You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post, and/or otherwise transmit through the Services. You further represent and warrant that any User Content submitted, posted, and/or otherwise transmitted through the Services by you or someone on your behalf or through your User account does not (i) violate any third-party right, including any copyright, trademark, patent, trade secret, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) contain material that is false, intentionally misleading, deceptive, defamatory, offensive, abusive, or pornographic, including material that racially or religiously vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation, or any physical or mental disability; (iii) contain sexually explicit or violent content or photos, images, or videos of weapons, illegal drugs, or hate symbols; (iv) contain any material that is unlawful or relates to unlawful conduct (including phishing and spoofing); (v) create a privacy or security risk to any person, including by soliciting personal information from any person, or contain any confidential, sensitive, private, or personally identifiable information; (vi) solicit money from any person; (vii) contain financial, legal, medical, or other professional advice; (viii) harm, abuse, harass, stalk, threaten, or otherwise offend; (ix) reflect negatively on Food Dale, including Food Dale’s goodwill, name, and reputation; (x) tamper with, hinder the operation of, or make unauthorized modifications to our websites or Technology; (xi) otherwise result in civil or criminal liability for you, Food Dale, or any third party; (xii) violate any law or regulation; or (xiii) violate this Agreement or any community or content guidelines that Food Dale may publish from time to time (including but not limited to our Content Guidelines). You hereby grant Food Dale (including Food Dale’s service providers) a 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, create derivative works from, distribute, and/or otherwise use the User Content in connection with Food Dale’s business and in all forms now known or hereafter invented (collectively, “Uses”), without notification to and/or approval by you. You further grant Food Dale a license to use your username, first name and last initial, profile photo (if available), and/or other User profile information, including, without limitation, your ratings history, to attribute User Content to you in connection with such Uses, without notification to or approval by you. You acknowledge, however, that Food Dale has no obligation to attribute any User Content to you in connection with any Use. You agree that this license includes the right for other Users to access and use your User Content in conjunction with participation in the Services and as permitted through the functionality of the Services. In the interest of clarity, the license granted to Food Dale herein shall survive termination of the Services or your account. Food Dale reserves the right in its sole discretion to remove or disable access to any User Content from the Services, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law if you post any User Content that violates this Agreement or any community or content guidelines we may publish or that we consider to be objectionable for any reason. You agree that Food Dale may monitor and/or delete your User Content (but does not assume the obligation to do so) or may decide to not publish, display, or otherwise make available your User Content for any reason at Food Dale’s sole discretion. Food Dale may also access, read, preserve, and disclose any information as Food Dale reasonably believes is necessary to satisfy any applicable law, regulation, legal process, or governmental request; enforce this Agreement, including investigation of potential violations hereof; detect, prevent, or otherwise address fraud, security, or technical issues; respond to User, Contractor, or Merchant support requests; or protect the rights, property, or safety of Food Dale, our Users, and the public. We may aggregate your publicly viewable User Content and certain other information about you onto a User profile viewable by anyone, which you can choose to make public (meaning your publicly viewable User Content will be displayed on your profile) or restricted (meaning only certain information about you and your User Content will be displayed on your profile, such as the number of Reviews and photos you’ve submitted but not their contents).

        (b) Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to Food Dale through its suggestion, feedback, wiki, forum, or similar pages (“Feedback,” which is considered User Content) is at your own risk and that Food Dale has no obligations (including, without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to Food Dale (including Food Dale’s service providers) a 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, create derivative works from, distribute, and/or otherwise use such Feedback.

        (c) Ratings and Reviews. To the extent that you rate or post reviews of Merchants or other businesses, which may include but is not limited to text, photos, images, audio, or videos that you provide (“Ratings” and “Reviews”), such Ratings and Reviews are considered User Content and are governed by this Agreement. Ratings and Reviews are not endorsed by Food Dale and do not represent the views of Food Dale or its affiliates. Food Dale shall have no liability for Ratings and Reviews or for any claims of economic loss resulting from such Ratings and Reviews. Because we strive to maintain a high level of integrity with respect to Ratings and Reviews posted or otherwise made available through the Services, you acknowledge and agree that: (i) you will base any Rating or Review on first-hand experience with the Merchant or business; (ii) you will not provide a Rating or Review for any Merchant or business for which you have an ownership interest, employment relationship, or other affiliation or for any competitor of such a Merchant or business; (iii) you will not submit a Rating or Review in exchange for payment, free food items, or other benefits from a Merchant or business; (iv) for United States Orders, any Rating or Review you submit will comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising; (v) your Rating or Review will comply with the terms of this Agreement; (vi) we may decide to not publish, display, or otherwise make available your Rating or Review for any reason in our sole discretion; (vii) any Rating or Review you submit will comply with our Content Guidelines; (viii) a Rating, Review, or photo displayed in connection with a restaurant may reflect an in-person dining experience; and (ix) a Rating, Review, or photo may not have originally been submitted on the Food Dale platform and/or may not have been submitted by a Food Dale customer. If we determine, in our sole discretion, that any Rating or Review could diminish the integrity of the Ratings and Reviews or otherwise violates this Agreement, we may remove such Rating or Review without notice and take any additional action, in Food Dale’s sole discretion, as we deem necessary or appropriate.

        9. Communications with Food Dale

        By creating a Food Dale account or using the Technology or Services, you agree to: (a) accept and receive communications from or on behalf of Food Dale, Contractors, Merchants, partners, and/or third parties providing services to you or Food Dale, including via email, text message, direct message, chat, and calls, to the contact information you provide to Food Dale when registering an account or using the Technology or Services; and (b) receive communications via push notification or in-app messages in the Food Dale mobile application. Further, you understand and agree that you may receive communications (e.g., calls, text messages, etc.) that are generated by an automatic telephone dialing system, and/or which will deliver prerecorded or automated messages, sent by or on behalf of Food Dale and Merchants (e.g., Merchants facilitating the delivery of your order), including but not limited to communications concerning orders you place through your account on the Services. For clarification, you acknowledge and agree that you will receive communications from Contractors who are facilitating your receipt of the benefit of the Services (including multimedia messaging service (“MMS”) messages to confirm the delivery of your order). Message and data rates may apply and message frequency may vary. The communications in this Section 9 may include, without limitation, commercial or marketing messages (see Section 24 for information about consumer marketing text messages), transactional or relationship messages (e.g., messages about the availability of our services (e.g., interruptions in service), security and/or fraud (e.g., password reset messages), safety, responses to communications initiated by you, updates to policies/legal agreements (e.g., privacy policies, terms of service)), newsletters, and messages relating to research, political advocacy, or customer support (those initiated by you and by us). You acknowledge that receiving commercial or marketing messages or calls is not a requirement or condition for you to use the Services. For purposes of clarity, any message (including text message) or call you may receive from us, a Merchant, or a Contractor regarding an order is a transactional message, not a commercial, marketing, or promotional message or call. If there are changes to your contact information (e.g., email address, phone number), you agree to update your account to help prevent or limit Food Dale inadvertently communicating with someone else.

        The opt-out options for communications are set out below. If you opt out of receiving communications via one channel, that opt out will only apply to the specific channel for which the opt out is submitted (e.g., if you opt out of receiving email communications, it will not apply to any other channels through which communications can be sent). Please see the following for more information:

        • For email communications that permit opting out (e.g., commercial/marketing messages), there is an opt-out mechanism in the messages. For transactional or relationship email messages, the only opt-out option is to delete your account.
        • To opt out of receiving transactional or relationship text messages (e.g., order updates), you can: (x) toggle or slide off this type of message in your account settings; (y) reply “STOP” to a text message you receive; or (z) send “STOP” to 87424. For MMS messages sent by Contractors to confirm the delivery of your order, you cannot opt out of receiving these messages unless you stop using the Services and delete your account.
        • For phone calls, you can submit a request to be added to Food Dale’s internal do not call list by making the request during the call or contacting Food Dale Support at (855) 431-0459.
        • For push notifications, you can toggle or slide off these notifications in the mobile application.
        • To opt out of all communications, the only option is to delete your account.
        • Review the Food Dale Privacy Policy for more information about Food Dale’s privacy practices, contact information, and opt-out options.

        You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to Food Dale or its service provider for the duration of your business relationship, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy for how we treat your data.

        10. Electronic Records

        By creating a Food Dale account or using the Technology or Services, you consent to the use of electronic records. You also agree that all terms and conditions, agreements, notices, disclosures, and other communications that Food Dale provides to you electronically satisfy any legal requirement for such communications to be in writing. You agree to keep your contact information, including email address, current. This paragraph does not affect your statutory rights.

        To view and retain a copy of this Agreement, you will need (a) a device (such as a computer or mobile phone) with a web browser and Internet access, and (b) either a printer or storage space on such device.

        11. Intellectual Property Ownership

        Food Dale alone (and its licensors, where applicable) shall own all right, title, and interest, including all related intellectual property rights, in and to the Technology and the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Technology or the Services, or any intellectual property rights owned by Food Dale. Food Dale names, Food Dale logos, and the product names associated with the Technology and Services are trademarks of Food Dale or third parties, and no right or license is granted to use them. You agree that you will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Technology or the Services.

        12. Payment Terms

        (a) Prices and Charges. You understand that: (i) the prices for menu or other items displayed through the Services may differ from the prices offered or published by Merchants for the same menu or other items and/or from prices available at third-party websites and that such prices may not be the lowest prices at which the menu or other items are sold and may change at any time without notice; (ii) Food Dale has no obligation to itemize its costs, profits, or margins when publishing such prices; and (iii) pricing may change at any time, in the discretion of Food Dale or the Merchant (depending on which party sets the given price). For certain transactions, the subtotals shown at checkout are estimates that may be higher or lower depending on the final in-store totals. In those situations, Food Dale reserves the right to temporarily authorize or place a hold on your payment method for an amount that may be greater than the amount shown at checkout and to charge your payment method the final price after checkout. You are liable for all transaction taxes (other than taxes based on Food Dale’s income), including sales tax, use tax, and other transaction taxes if applicable, on the Services provided under this Agreement (which, for the avoidance of doubt, includes any fees Food Dale charges for FoodPass subscriptions). If transaction taxes, including sales tax, use tax, and other transaction taxes, are applicable, Food Dale reserves the right to charge you additional amounts on account of such taxes. In the event that the charge to your payment method may incorrectly differ from the total amount, including subtotal, fees, and gratuity, displayed to you at checkout and/or after gratuity is selected, Food Dale reserves the right to make an additional charge to your payment method after the initial charge so that the total amount charged is consistent with the total amount displayed to you at checkout and/or after gratuity is selected. All payments will be processed by Food Dale and/or its payments processor, using the preferred payment method designated in your account. If your payment details change, you or your card provider may provide us with updated payment details. We may use these new details or details from other payment methods on file in order to help prevent any interruption to your use of the Services. This includes our right to charge any payment method on file if your initial form of preferred payment fails. It is your responsibility to keep your billing information up to date.

        (b) Strikethrough Pricing (United States Orders). This Section 12(b) applies to United States Orders. Food Dale may use strikethrough pricing for certain items (for example, when presenting a discount or promotional price for items). Food Dale does not represent that the strikethrough price was the regular or former price of items for any particular period of time and the time period may vary widely depending on the items. Food Dale may also rely on Merchants or a third party to provide information about the regular or former price of items offered by those Merchants or a third party, and Food Dale’s strikethrough price therefore may represent the price that Food Dale, a Merchant, or a third party offered the item for sale for some period of time. The strikethrough price may also be an introductory price that was offered for a short period of time. Unless otherwise specified, the strikethrough price represents a non-member discount to the extent the Merchant has a membership program.

        (c) Refunds

        (i) United States Orders. This Section 12(c)(i) applies to United States Orders (including Puerto Rico Orders and Dominican Republic Orders). Charges paid by you for completed and delivered orders, or for orders confirmed by a Merchant, are final and non-refundable. Food Dale has no obligation to provide refunds or credits but may grant them gratuitously at Food Dale’s sole discretion in each case. You may be required to provide identification information and/or a signature upon pick up and/or receipt of certain orders, as communicated at the time you place your order; if you fail to provide the required identification information or signature for such an order, you agree and acknowledge that we will not honor any claim that your order was not delivered and you may be subject to a non-refundable Undeliverable Item Fee.

        In order to make a claim for a refund or credit, please follow the procedures set out in the Technology or Services.

        (d) Promotional Offers and Credits. Food Dale, at its sole discretion, may make promotional offers with different features and different pricing to any User. These promotional offers are subject to the terms of this Agreement and may be valid only for certain Users as indicated in the offer. You agree that promotional offers: (i) may only be used by the intended audience, for the intended purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public, unless expressly permitted by Food Dale; (iii) are subject to the specific terms that Food Dale establishes for such promotional offer; (iv) cannot be redeemed for cash or cash equivalent; and (v) are not valid for use after the date indicated in the offer or in Food Dale’s Promotional Offers and Credits Terms and Conditions, which is, to the extent permitted by applicable law, incorporated in this Agreement by reference. Food Dale reserves the right to withhold or deduct credits or benefits obtained through a promotion, or to charge additional amounts that would have applied to the transaction had the promotion not applied, in the event that Food Dale determines or believes on reasonable grounds that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement. Food Dale reserves the right to modify or cancel an offer at any time. Food Dale’s Promotional Offers and Credits Terms and Conditions apply to all promotional offers. You agree that we may change the Promotional Offers and Credits Terms and Conditions at any time. Food Dale may also offer gratuitous credits, which can be used for the Services; such credits include, without limiting the foregoing, any credits earned through the Food Dale consumer referral program (the “Referral Program”). The Referral Program is governed by Food Dale’s Referral Program Terms and Conditions, which are incorporated herein by reference. You agree that we may change the Referral Program Terms and Conditions or terminate the Referral Program at any time. Any credit issued by Food Dale under this Section 12(d) is valid for 6 months from the date of issue, except as otherwise stated in the promotional offer or to the extent prohibited under applicable law, and may not be redeemed for cash or cash equivalent; however, your credits may expire earlier if your account is deactivated or deleted. Upon expiration, credits will be removed from your account. Expired credits are no longer redeemable and cannot be used towards any order. Credits issued to a User’s Food Dale account may only be used on that respective brand’s Services.

        (e) Fees for Services. Food Dale may change the fees that Food Dale charges you as we deem necessary or appropriate for our business, including but not limited to Delivery Fees, Service Fees, Small Order Fees, Expanded Range Fees, Regulatory Response Fees, and Surge Fees. Food Dale may offer different pricing to customers based on a variety of factors, including but not limited to geographic areas or usage. Food Dale may also charge you additional fees as required by law. Further, Food Dale may charge Merchants fees on orders that you place through the Services, including commissions and other fees, and may change those Merchant fees as we deem necessary or appropriate for our business or to comply with applicable law. Food Dale may charge you a Service Fee for the convenience of ordering through the Food Dale platform. None of the Service Fee, Delivery Fee, Small Order Fee, Surge Fee, or any other fee charged to you by Food Dale is for any right to access, install, or use any Technology.

        (f) Gift Cards. Gift cards are governed by Food Dale’s Gift Card Terms and Conditions, which are incorporated herein by reference. Except as provided below, gift cards may be redeemable towards eligible orders placed on www.fooddale.com or in the Food Dale mobile application. Gift cards are issued by Food Dale Giftcards Inc in the United States (including Puerto Rico) and Food Dale Technologies Dominican Republic, SRL in the Dominican Republic. Gift cards are not redeemable for cash except when required by applicable law. Once a gift card is redeemed, the amount of the gift card is converted into credits linked to your account, and such credits may be used towards eligible Food Dale orders. While credits from gift cards do not expire, you will lose access to such credits if your account is deactivated or deleted. Credits issued to a User’s Food Dale account may only be used on that respective brand’s Services.

        (g) SNAP/EBT (United States Orders but Excluding Puerto Rico Orders and Dominican Republic Orders). This Section 12(g) applies to United States Orders (but excluding Puerto Rico Orders and Dominican Republic Orders). Food Dale permits customers in the United States (but excluding Puerto Rico and the Dominican Republic) to purchase Supplemental Nutrition Assistance Program (“SNAP”) eligible items from select Merchants using a valid Electronic Benefits Transfer (“EBT”) card. For any transactions involving use of your SNAP EBT funds, a credit or debit card must also be linked to your Food Dale account to pay for any fees, taxes, delivery tips, and any other items you purchase that are not SNAP-eligible. You have the option to view SNAP-eligible items on the Food Dale platform by using a “SNAP” filter. SNAP-eligible items will also have a “SNAP” tag on their respective item details pages. By providing Food Dale with your SNAP EBT card information, you represent and warrant that (i) you are legally authorized to use the SNAP EBT card provided; (ii) your SNAP EBT card is current and valid; and (iii) you authorize Food Dale to use your SNAP EBT card information for transactions involving use of your SNAP EBT benefits. Food Dale cannot accept EBT cash at this time.

        (i) Checkout Merchants. Food Dale provides certain checkout-related services to third-party merchants outside of the Food Dale platform to facilitate the completion of transactions with such merchants (“Checkout Merchants”). If you are completing a transaction directly with a Checkout Merchant outside of the Food Dale platform and we determine that you are a registered Food Dale User, we may share certain information about you, including loyalty or rewards information, FoodPass subscription status, and/or payment card, payment method, billing, and contact information, with the Checkout Merchant for the purpose of facilitating the transaction. The processing of such information by the Checkout Merchant is subject to the Checkout Merchant’s privacy policy, terms of service, and/or other applicable terms. Food Dale is not a party to any such transaction and Food Dale is not liable or responsible for the Checkout Merchant’s processing of your information. Any questions or disputes regarding such transactions or the processing of your information by the Checkout Merchant should be directed to the Checkout Merchant or your payment provider.

        13. FoodDale Subscriptions

        (a) General. FoodPass is an automatically renewing subscription requiring recurring payments until canceled. A FoodPass subscription grants you access to certain benefits (“FoodPass Benefits”) on eligible orders placed through the Services for eligible Merchants with a minimum subtotal (excluding taxes, fees, and tips) as indicated through the Services. FoodPass Benefits include reduced fees for United States Orders (including Puerto Rico Orders and Dominican Republic Orders). For certain Food Dale orders that may have alternative fee structures (for example, a flat Food Dale fee), FoodPass Benefits may vary. Food Dale reserves the right to change whether a Merchant is eligible for FoodPass at any time with or without notice. If you are a United States Consumer (including a United States Consumer whose primary residence is in Puerto Rico), you acknowledge that you are purchasing a FoodPass subscription exclusively from Food Dale Inc. FoodPass orders are subject to delivery driver and geographic availability, and taxes may apply to the cost of the items you order and/or to fees charged. You may provide an optional gratuity. Service Fees and other fees may apply. We reserve the right to add and modify fees that may apply to your FoodPass orders. Your FoodPass Benefits will extend to Food Dale services when you register for a FoodPass subscription.

        FoodPass is offered for a monthly or yearly fee payable at the start of the relevant period. By signing up for FoodPass, you agree that: (i) you will be charged your first FoodPass subscription fee and any applicable taxes (such as sales tax, use tax, and other transaction taxes) on the date you purchase your FoodPass subscription or, if your subscription includes a free trial, on the day after your free trial ends; (ii) you authorize Food Dale and its service providers to store your payment method for the purpose of executing future FoodPass auto-renewal transactions; (iii) UNLESS YOU CANCEL, BY DEFAULT (AND WITH PRIOR NOTICE ONLY TO THE EXTENT REQUIRED BY APPLICABLE LAW), YOUR FOODPASS SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF THE THEN-CURRENT SUBSCRIPTION PERIOD; and (iv) AT THE TIME OF RENEWAL, FOOD DALE WILL AUTOMATICALLY CHARGE THE THEN-CURRENT FOODPASS SUBSCRIPTION FEE AND ANY APPLICABLE TAXES TO AN ELIGIBLE PAYMENT METHOD THAT WE HAVE ON FILE FOR YOU. If your payment details change, your card provider may provide us with updated payment details. We may use these new details or details from other payment methods on file in order to help prevent any interruption to your FoodPass subscription. This includes our right to charge any payment method on file if your initial form of preferred payment fails. It is your responsibility to keep your billing information up to date. If any subscription fee is not paid in a timely manner or your transaction cannot be processed, we reserve the right to suspend, disable, cancel, or terminate your access to the Services or your FoodPass subscription. You will be responsible for paying all past due amounts.

        (b) Corporate FoodPass Subscriptions. Notwithstanding any other provision in these Terms, you may be eligible for a complimentary FoodPass subscription when your employer registers for a corporate FoodPass subscription. If you have a complimentary FoodPass subscription through your employer, your account will begin and end in accordance with the terms of your employer’s corporate subscription unless your subscription is otherwise canceled. To receive the subscription benefits, you must register using your corporate email address and be an authorized User added by your employer, and then click or tap the activation button.

        (c) FoodPass Student Plan. Food Dale may offer FoodPass student plan subscriptions at a discounted price on either a monthly or annual basis to qualifying individuals who meet the eligibility requirements stated at sign up, including but not limited to current enrollment at an accredited college or university. Individuals may be required to provide documentation so that Food Dale may verify their eligibility for a FoodPass student plan. FoodPass student plan subscriptions are subject to this Agreement and Food Dale’s Promotional Offers and Credits Terms and Conditions.

        (d) Trial or Promotional Subscriptions. From time to time, Food Dale may offer some customers trial or other promotional subscriptions to FoodPass, whether directly from Food Dale or in partnership with a third party. Such trial or promotional subscriptions are available only for Users who have not previously subscribed to FoodPass (whether on a free or paid plan) and are subject to this Agreement and Food Dale’s Promotional Offers and Credits Terms and Conditions except as otherwise stated in the promotional offer. If you do not cancel your free trial or promotional subscription within the trial or promotional pricing period, you agree to purchase a paid FoodPass subscription at the then-current fee. When your free trial or promotional pricing period has expired, your subscription will automatically convert into a paid, automatically renewing FoodPass subscription, and Food Dale will bill you the applicable fee (plus applicable taxes, such as sales tax, use tax, and other transaction taxes) unless you cancel. If you cancel FoodPass before the trial period has expired, Food Dale will not charge you for the FoodPass subscription. If you purchase a FoodPass subscription with a promotional code, each time your FoodPass subscription renews, you will be charged the full billing amount. Only one trial or promotional subscription is available per household. If your FoodPass subscription is ever terminated for any reason, you shall not be eligible for a free trial on any subsequent FoodPass subscription.

        (e) FoodPass Gift Subscriptions. Food Dale may offer customers the opportunity to purchase FoodPass gift subscriptions (“FoodPass Gift Subscriptions”) and then send these FoodPass Gift Subscriptions to other customers to redeem (“Gift Subscription Recipients”). Such FoodPass Gift Subscriptions are subject to this Agreement and the FoodPass Gift Membership Terms and Conditions. FoodPass Gift Subscriptions can only be purchased and redeemed by Users who have or create a valid Food Dale account with a valid form of accepted payment on file. A FoodPass Gift Subscription entitles the Gift Subscription Recipient to a FoodPass subscription for the length of time identified in the FoodPass Gift Subscription confirmation (the “FoodPass Gift Subscription Period”).

        FoodPass Gift Subscriptions are issued by Food Dale Giftcards LLC in the United States (including Puerto Rico) and Food Dale Technologies Dominican Republic, SRL in the Dominican Republic.

        FoodPass Gift Subscriptions cannot be redeemed by FoodPass subscribers currently enrolled in any free, paid, or discounted partnership subscription plan (“Excluded Subscription Plans”). Any Gift Subscription Recipients of a FoodPass Gift Subscription currently enrolled in an Excluded Subscription Plan may choose to transfer their FoodPass Gift Subscription to another customer. For Gift Subscription Recipients enrolled in an eligible existing paid FoodPass subscription at the time of redemption of a FoodPass Gift Subscription, such eligible existing paid FoodPass subscription will continue through the end of the Gift Subscription Recipient’s current FoodPass billing cycle before the FoodPass Gift Subscription will be applied. For Gift Subscription Recipients enrolled in an eligible existing FoodPass subscription currently in a free period at the time of redemption of a FoodPass Gift Subscription, the FoodPass Gift Subscription will be applied immediately upon redemption and any unused days in the previous free period will be forfeited.

        For all Gift Subscription Recipients, after the FoodPass Gift Subscription Period ends, that subscription will automatically convert into a paid monthly FoodPass subscription, and Food Dale will charge the Gift Subscription Recipient the applicable monthly fee to the preferred payment method designated in the Gift Subscription Recipient’s Food Dale account. All purchases of FoodPass Gift Subscriptions are final and non-refundable.

        (f) Cancellations. When you cancel a FoodPass subscription, you cancel only future charges associated with your subscription. You may initiate your cancellation at any time, but the cancellation will become effective at the end of your current FoodPass billing period, and you will continue to have the same access to the FoodPass subscription through the remainder of such period. You will not receive a refund or credit for the current FoodPass billing period. If you cancel your FoodPass subscription, you will lose all access, upon the expiration of your current pre-paid period, to the FoodPass subscription and any data or information stored in your account.

        14. Dispute Resolution

        Please read this Section 14 carefully. It affects your rights and will have a substantial impact on how claims you and Food Dale have against each other are resolved. This Section 14 applies to the fullest extent permitted by applicable law, and some provisions in this Section 14 may not apply in certain jurisdictions.

        (a) Scope of Arbitration Agreement. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before, on, or after the effective date of this Agreement. You agree that any dispute or claim arising out of or relating in any way to the subject matter of the Agreement, to your access or use of the Services as a User of the Services, to any advertising or marketing communications regarding Food Dale or the Services, to any products or services sold or distributed through the Services that you received as a User of our Services, or to any aspect of your relationship or transactions with Food Dale as a User of our Services (this includes, without limitation, any contract claim, tort claim, statutory claim, or claim for unfair competition), will be resolved by binding arbitration, rather than in court, except as otherwise required by law—such as individual claims for sexual assault or sexual harassment arising from use of the Services by United States Consumers—or as otherwise provided in this Arbitration Agreement. In addition, to the extent permitted by applicable law, either you or Food Dale may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). Either you or Food Dale may also, to the extent permitted by applicable law, apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual. The following additional jurisdiction-specific exception to the foregoing applies to United States Consumers only:

        (i) United States Consumers Only. You may assert claims in small claims court or tribunal if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.

        CASES HAVE BEEN FILED AGAINST FOOD DALE—AND OTHERS MAY BE FILED IN THE FUTURE—THAT ATTEMPT TO ASSERT CLASS ACTION CLAIMS, AND BY ACCEPTING THIS ARBITRATION AGREEMENT YOU ELECT NOT TO PARTICIPATE IN SUCH CASES.

        IF YOU AGREE TO ARBITRATION WITH FOOD DALE, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST FOOD DALE IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.

        (b) Informal Resolution. You and Food Dale agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Food Dale therefore agree that, before either you or Food Dale demands or attempts to commence arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. The informal dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference, unless mutually agreed to by the parties. If a party is represented by counsel, the party’s counsel may participate in the conference, but both parties (you and Food Dale) shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Food Dale that you intend to initiate an informal dispute resolution conference, email Informal.Resolution@fooddale.com, providing your name, telephone number associated with your Food Dale account (if any), the email address associated with your Food Dale account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

        Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. An arbitration shall be dismissed if it was filed without fully and completely complying with these informal dispute resolution procedures. If an arbitration is dismissed because a party willfully failed to comply with these informal dispute resolution procedures, the arbitrator may order the non-compliant party to pay any arbitration filing fees and costs incurred by the other party.

        (c) Arbitration Rules and Forum

        (i) United States Consumers Only. This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) in all respects. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply. Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration and certify completion of the informal dispute resolution conference pursuant to Section 14(b). If this notice is being sent to Food Dale, it must be sent by email to the counsel who represented Food Dale in the informal dispute resolution process, or if there was no such counsel, then by mail to General Counsel, at  160 Alewife 160 Alewife Brook PWY #1368 Cambridge, MA 02138

        If you reside in California (“California Consumer”), the arbitration will be conducted by ADR Services, Inc. under its rules and pursuant to the terms of this Agreement. If you reside outside of California (“Non-California Consumer”), including in Puerto Rico or the Dominican Republic, the arbitration will be conducted by National Arbitration and Mediation (“NAM”) under its rules and pursuant to the terms of this Agreement. Once the notice certifying completion of the informal dispute resolution conference has been served, the party seeking to arbitrate must then file their arbitration demands with ADR Services, Inc. or NAM, depending on the location of residence as described above. If the arbitration is filed with a different arbitration provider than the one required by this Agreement, that provider shall immediately dismiss the arbitration demand.

        The demand must include (A) the name, telephone number, mailing address, and email address of the party seeking arbitration; (B) a statement of the legal claims being asserted and the factual bases of those claims; (C) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy, enumerated in United States Dollars (any request for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (D) the signature of the party seeking arbitration. Disputes shall be subject to ADR Services, Inc.’s most current version of its Arbitration Rules, available at www.adrservices.com/services-2/arbitration-rules/ or by calling ADR Services, Inc. at 310-201-0010 (for California Consumers) or NAM’s most current version of its Comprehensive Rules and Procedures and, if applicable, its Supplemental Rules for Mass Arbitration Filings, available at www.namadr.com/resources/rules-fees-forms/ (for Non-California Consumers). The fees that shall apply to arbitrations administered by ADR Services, Inc. are set forth in ADR Services, Inc.’s General Fee Schedule or ADR Services, Inc.’s Mass Consumer Non-Employment Arbitration Fee Schedule, when applicable. ADR Services, Inc.’s Fee Schedules are available at www.adrservices.com/rate-fee-schedule/. The fees that shall apply to arbitrations administered by NAM are set forth in NAM’s Fees for Disputes Where One of the Parties Is a Consumer, available at www.namadr.com/resources/rules-fees-forms/. Food Dale will pay the portion of the initial case opening fees (if any) that exceeds the filing fee to file the case in a court of competent jurisdiction embracing the location of the arbitration. Payment of all filing, administration, and arbitration fees will be governed by ADR Services, Inc.’s rules (for California Consumers) or NAM’s rules (for Non-California Consumers). If the arbitrator finds that you cannot afford to pay the filing, administrative, hearing, and/or other fees and cannot obtain a waiver of fees from the applicable arbitration provider, Food Dale will pay them for you. Any finding that a claim or counterclaim violates the standards set forth in Federal Rule of Civil Procedure 11 shall entitle the other party to recover their attorneys’ fees, costs, and expenses associated with defending against the claim or counterclaim. If a party timely serves an offer of judgment under Federal Rule of Civil Procedure 68 or a state or local equivalent, if applicable, and the judgment that the other party finally obtains is not more favorable than the unaccepted offer, then the other party shall pay the costs, including filing fees, incurred after the offer was made.

        If ADR Services, Inc. (for California Consumers) or NAM (for Non-California Consumers) is not available or willing to arbitrate, the parties will mutually select an alternative arbitral forum. If, and only if, the parties are unable to agree on an alternative arbitral forum, the arbitration shall be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules and, if applicable, its Supplementary Rules for Mass Arbitrations. If AAA is also not available or willing to arbitrate and the parties remain unable to agree on an alternative arbitral forum, either party may invoke 9 U.S.C. § 5 to request that a court of competent jurisdiction appoint an arbitrator.

        To the extent there is a dispute over which arbitration provider shall administer the arbitration, only a court (and not an arbitrator or arbitration administrator) can resolve that dispute, and the arbitration shall be stayed until the court resolves that dispute. You may choose to have the arbitration conducted by video conference. The parties agree that all of the arbitration proceedings, including any discovery, hearings, and rulings, shall be confidential to the fullest extent permitted by applicable law. If at any time the arbitrator or arbitration administrator fails to enforce the terms of this Agreement, either party may seek to enjoin the arbitration proceeding in court, and the arbitration shall automatically be stayed pending the outcome of that proceeding.

        If the arbitration involves a request for an injunction or monetary relief that exceeds $1,000,000 (one million dollars), then either party shall have the right to appeal that award to an arbitration appellate panel. The notice of appeal must be served, in writing, on the opposing party within fourteen (14) days after the award has become final. ADR Services, Inc. (for California Consumers) or NAM (for Non-California Consumers) shall administer the appeal consistent with the NAM Appellate Dispute Resolution Rules and Procedures, available at www.namadr.com/practice-areas/appellate-arbitration/.

        (d) Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable, to the extent permitted by applicable law except with respect to Section 14(f) below (Waiver of Class, Consolidated, and Representative Actions; Waiver of Public Injunctive Relief), the enforceability of which can only be determined by a court.

        The arbitration will decide the rights and liabilities, if any, of you and Food Dale. Except as expressly agreed to in Section 14(g) of this Agreement, the arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator may issue orders (including subpoenas to third parties, to the extent permitted by law) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes. For example, the parties agree that the Apex Doctrine shall apply and therefore preclude depositions of either party’s current or former high-level officers absent a showing that the officer has unique, personal knowledge of discoverable information and less burdensome discovery methods have been exhausted. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award, on an individual basis, monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Food Dale.

        (e) Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND FOOD DALE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Food Dale are instead electing to have all disputes resolved by binding arbitration, except as specified in Section 14(a) above. Binding arbitration is a dispute resolution process in which a neutral third party (the arbitrator) makes a final and binding decision resolving the dispute. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

        (f) Waiver of Class, Consolidated, and Representative Actions; Waiver of Public Injunctive Relief (United States Consumers Only). EXCEPT AS EXPRESSLY AGREED TO IN SECTION 14(g) OF THIS AGREEMENT AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND FOOD DALE AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) a civil court of competent jurisdiction finds all or part of the Waiver of Class, Consolidated, and Representative Actions is unenforceable, the class, collective, or representative action must be litigated in a civil court of competent jurisdiction, but the portion of the Waiver of Class, Consolidated, and Representative Actions that is enforceable shall be enforced in arbitration. The portion of such dispute proceeding in court shall be stayed pending the conclusion of the arbitration. Notwithstanding any other provision in this Agreement, any claim that all or part of the waivers set forth in Section 14(f) is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. This provision does not prevent you or Food Dale from settling claims on a class, collective, or representative basis.

        (g) Grouped Arbitrations. To the extent permitted by applicable law and notwithstanding any other provision of this Agreement, in the event 100 or more similar arbitration demands are presented to an arbitration provider selected in accordance with the rules described above within a 30-day period: (A) the parties shall cooperate to organize the arbitration demands into randomized groups of no more than 100 demands (plus, to the extent there are fewer than 100 arbitration demands remaining after the assigning as described above, a final group consisting of the remaining demands); (B) claimants’ counsel shall organize and present the grouped demands to the arbitration provider in a format as directed by the arbitration provider; (C) the arbitration provider shall assess one set of filing and administrative fees per group and shall assign one arbitrator per group, pursuant to the applicable arbitration provider’s rules governing arbitrator assignment and subject to any applicable disclosure and disqualification procedures available under applicable law; (D) the arbitration provider shall set up one Arbitration Management Conference per group; (E) regardless of the grouping described above, the arbitrator shall resolve all arbitrations within a group on an individual basis; and (F) no final award from an arbitrator in any one arbitration shall have preclusive effect in any other arbitration. You agree to cooperate in good faith with Food Dale and the arbitration provider to implement such a grouped approach to administration and fees. Notwithstanding any provision in the Agreement to the contrary, grouped arbitrations shall take place in person or, if the parties prefer, by video conference. The parties may also agree to conduct arbitration based on written submissions alone.

        (h) Opt Out. Food Dale’s updates to these Terms and Conditions do not provide a new opportunity to opt out of the Arbitration Agreement for customers or Users who had previously agreed to a version of Food Dale’s Terms and Conditions and did not validly opt out of arbitration. Food Dale will continue to honor the valid opt outs of customers or Users who validly opted out of the Arbitration Agreement in a prior version of the Terms and Conditions. If you are a customer or User who creates a Food Dale account for the first time on or after the effective date of these Terms and Conditions, you may opt out of this Arbitration Agreement. If you do so, neither you nor Food Dale can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Food Dale in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Food Dale username (if any), the email address you currently use to access your Food Dale account (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: opt-out@fooddale.com. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us.

        (i) No Effect on Independent Contractor Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL SUPERSEDE, AMEND, OR MODIFY THE TERMS OF ANY SEPARATE AGREEMENT(S) BETWEEN YOU AND FOOD DALE RELATING TO YOUR WORK AS AN EMPLOYEE OR INDEPENDENT CONTRACTOR, INCLUDING WITHOUT LIMITATION, ANY INDEPENDENT CONTRACTOR AGREEMENT GOVERNING YOUR SERVICES AS A CONTRACTOR. FOR THE AVOIDANCE OF DOUBT, IF YOU ARE A CONTRACTOR, OPTING OUT OF THE ARBITRATION AGREEMENT SET FORTH IN SECTION 14 HAS NO EFFECT ON YOUR AGREEMENT TO ARBITRATE DISPUTES COVERED BY YOUR INDEPENDENT CONTRACTOR AGREEMENT WITH FOOD DALE.

        (j) Survival. This Arbitration Agreement will survive any termination of your relationship with Food Dale.

        (k) Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Food Dale makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Food Dale.

        (l) Entire Agreement; Severability. This Arbitration Agreement is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Agreement. In the event any portion of this Arbitration Agreement is deemed unenforceable, the remainder of this Arbitration Agreement will be enforceable.

        15. Third-Party Interactions

        (a) Third-Party Websites, Applications, and Advertisements. The Services may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”), and advertisements (“Third-Party Advertisements”) (collectively, “Third-Party Websites and Advertisements”). When you click or tap on a link to a Third-Party Website, Third-Party Application, or Third-Party Advertisement, Food Dale will not warn you that you have left Food Dale’s website or Services and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Advertisements are not under the control of Food Dale. Food Dale is not responsible for any Third-Party Websites and Advertisements. Food Dale provides links to these Third-Party Websites and Advertisements only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Websites and Advertisements or their products or services. You use all links in Third-Party Websites and Advertisements at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

        Note: The original document was truncated after Section 15(a). The full document likely includes additional sections (e.g., Sections 15(b) through 26, including contact information for Food Dale Inc.). Since these sections were not provided, they are not included here. If you have the complete document and need those sections modified as well, please provide the remaining text, and I will update them accordingly with "Food Dale Inc." and the specified country restrictions (USA, Puerto Rico, and Dominican Republic). For now, this response reflects the modifications up to the truncation point, with all countries except the USA (including Puerto Rico) and the Dominican Republic removed, and the Dominican Republic added as requested.

        This document has been tailored to your specifications, ensuring that only the United States (including Puerto Rico) and the Dominican Republic are referenced, with appropriate legal entities (e.g., "Food Dale Technologies Dominican Republic, SRL") introduced to reflect operations in the Dominican Republic. All other country-specific references (e.g., Australia, Canada, New Zealand) have been removed, and the arbitration process has been simplified to focus solely on United States Consumers, adjusted for applicability across the specified regions. Let me know if you need further adjustments!

        Contact  AT

         160 Alewife Brook PWY #1368

         Cambridge, MA 02138

        ccs@fooddale.com