Terms of Service

These Site Terms of Use (these “Terms”) govern your use of or any interaction with the mobile and web-based marketing and order facilitation platform (the “B2B Platform”) powered by Cut and Dry Inc. (“Cut+Dry,” “we,” “us,” or “our”). These Terms, together with the other agreements and policies explicitly included as part of these Terms constitute the entire agreement between you and Cut+Dry regarding your use of the B2B Platform.

By using or interacting with the B2B Platform, you represent and warrant to us that you are at least 18 years old and have the legal capacity to contract, and your use of the B2B Platform is and will comply with all applicable laws and regulations.

Product Availability, Descriptions and Pricing

The B2B Platform enables restaurant or retail business customers who use the B2B Platform (“Retail Operators”) to view, search for and submit orders for products made available by food service distributors (“Suppliers”). Cut+Dry and its Suppliers do not guarantee that product descriptions (including any weights or coloring or dimensions) or other content associated with any product on the B2B Platform is accurate, complete, reliable, or error-free. The products delivered may vary from the descriptions and portrayals on the B2B Platform due to factors such as the availability and variability of product, packaging, manufacturing processes and raw materials. Additional e-commerce terms and conditions relating to refund, return, taxes, shipping may be provided at or near the point of purchase.

Accounts and Passwords and Platform Access

If you use the B2B Platform and such use requires setting up an account and/or password(s), you are solely responsible for maintaining the confidentiality of your account and password(s) and for restricting access to your account and device. If you open an account, register, or provide us with any information, you agree to complete the account initiation, registration, or other process by providing us with current, complete, and accurate information as requested by any forms. You acknowledge and agree that any login, identifier, or password issued in connection with the B2B Platform (each a “Password”) is confidential information. You must maintain the confidentiality of any Password, and you may not disclose such Password to any other person or entity or permit any other person or entity to access the B2B Platform using such Password. You agree to notify Cut+Dry immediately of any unauthorized use of any Password.

Upon termination of your account, you agree that: (a) any use rights or licenses provided to you under these Terms will end, and (b) except to the extent prohibited by applicable law all information associated with your or your account stored on servers controlled by Cut+Dry or Supplier may be destroyed. Upon termination, those terms that by their nature are intended to survive termination (such as intellectual property ownership, arbitration obligations, indemnification obligations, limitations of liability, and payment obligations that accrued prior to the termination and any other amounts owed by you under these Terms) will survive.

Payments Account Registration and Authorizations

In connection with a Retail Operator’s use of the B2B Platform you may be eligible to apply for a payments account (“Payments Account”) in order to receive payments through the B2B Platform. When Retail Operator applies for a Payments Account,  information such as name, the business name, location and bank account number(s), email address, tax identification number and phone number may be collected. If Retail Operator registers as a company or organization, it must also provide information about an owner or principal of the company  and provide supplemental documentation upon request (including but not limited to articles of incorporation and/or a business license). When agreeing to these Terms on behalf of a company or other organization, the term “Retail Operator” will mean the natural person, as well as the business entity. If you are using the B2B Platform on behalf of a corporate entity or organization, then you agree to these Terms on behalf of that corporate entity or organization and its affiliates and you represent that you have the authority to do so. In such a scenario, the words “you” and “your” when used in these Terms will apply to your  organization and its affiliates as well as you as an individual, as appropriate.

Retail Operator, its principals and its account users may be required to provide a business EIN or Tax ID, address, date of birth and such other information as Cut+Dry may request (such as a driver’s license (or other government issued ID), a business license, or invoices) to validate the identity of Retail Operator, its principals or its Payments Account users. Retail Operator authorizes Supplier or Cut+Dry (as applicable) to retrieve additional information about it, its principals and its Payments Account users from third parties and other identification services, including credit bureaus and other information providers. Information of Retail Operator, its principals and its Payments Account users may be periodically audited or re-verified against the prevailing eligibility requirements associated with a Payments Account. Retail Operator may be denied access to services or its Payments Account suspended if registration information or other account validation (including identity of users) cannot be verified. 

You agree that Cut+Dry may contact and share information and documents related to or about Retail Operator, its owners and users (including information pertaining to applicable bank accounts) and Retail Operator’s Payments Account with Retail Operator’s bank or other financial institutions.  When Retail Operator sets up a bank account and inputs banking credentials for verification, it is granting Cut+Dry and its third party providers the right, power and authority to access and transmit personal and financial information to and from the applicable financial institution. 

Retail Operator is solely and exclusively responsible for the confidentiality of and controlling access to the Payments Account, for changing login information (such as passwords) to maintain continued confidentiality and limited access to the Payments Account. Retail Operator shall be responsible for the security of data (including financial data) in Retail Operator’s possession or control. Retail Operator must comply with all applicable laws, operating regulations, and rules in relation to collection, security and dissemination of personal, financial or transaction information.

In connection with any approved Payments Account and Cut+Dry’s performance of services on behalf of the applicable Supplier, Retail Operator hereby authorizes Cut+Dry and its affiliates to do the following until Retail Operator revokes such authorization by reasonable notice:

(a) credit or debit amounts payable to or by Retail Operator under these Terms to or from any bank accounts designated by Retail Operator for use in connection with the B2B Platform (“Operator Bank Accounts”); and

(b) initiate debits from or credits to Operator bank Account(s) to correct any errors or temporarily debit de minimis amounts to verify accuracy of account information.

You agree to be bound by the ACH Rules and agree that all ACH transactions that you initiate will comply with all applicable laws. This authorization will remain in full force and effect until you notifies us that it revokes it by contacting customer support or by closing the Payments Account. Cut+Dry requires a reasonable time to act on a revocation, not to exceed five (5) business days.

For any transfer from or to an Operator Bank Account that fails, Retail Operator authorizes Cut+Dry to re-try the transfer within 30 days. If Cut+Dry is unable to obtain payment due to nonsufficient funds or refused payments, Cut+Dry may charge a handling fee along with any fees incurred in connection with each attempt, in addition to the invoiced amount (which may all be debited from Operator Bank Account(s)). Retail Operator will promptly notify Cut+Dry if it intends to change or close any Bank Account so as to afford Cut+Dry a reasonable opportunity to discontinue any prescheduled transfer. Cut+Dry will not be responsible for fees charged to Retail Operator by its bank for nonsufficient funds. Retail Operator understands that this authorization will remain in effect until it cancels it in writing. Subject to applicable law, Retail Operator hereby agrees that amounts for which Retail Operator is responsible in connection with its use of the B2B Platform may be deducted from the Operator Bank Accounts.

Cut+Dry may use Plaid, Inc. (“Plaid”) to gather your data from financial institutions. When you set up a bank account on the B2B Platform and input credentials for verification, you are granting Plaid the right, power and authority to access and transmit your personal and financial information from your financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy.

Payment Terms

Features of the B2B Platform enable Retail Operators to submit payment(s) (a “Payment”) to Suppliers. In connection with such a Payment to a Supplier Cut+Dry acts as a third-party technology provider to, and facilitates payment processing on behalf of, the Supplier.

In addition to the charges invoiced by Suppliers for products ordered, Cut+Dry may directly impose fees on Retail Operator for its use of the B2B Platform. For example, in connection with a credit card Payment Cut+Dry may impose a program fee for the service of facilitating the payment to the Supplier. Such fees shall be communicated to the Retail Operator from time to time with reasonable notice.

If Retail Operator pays any amounts with a credit card or through an ACH transfer, Cut+Dry may seek pre-authorization of the applicable credit card account or verify the applicable bank account (as applicable) to verify that the payment method is valid and has the necessary funds or credit available to cover the Payment. Retail Operator agrees that Cut+Dry may receive updated information on the payment method stored on the B2B Platform (such as card number or expiration date) through services available from the card networks and may update the payment method credentials stored with Cut+Dry from time to time. Payments made through the B2B Platform are also subject to the terms of Retail Operator’s agreement with its payment method issuer.  For refunds, reversals, chargebacks, or other adjustments associated with the Payment and such adjustments are not being provided directly by the Supplier, Retail Operator hereby authorizes a credit to its payment method (as applicable) to the extent necessary to achieve that adjustment. Retail Operator agrees that Cut+Dry, on behalf of the Supplier, may resubmit a payment transaction for processing to a payment network in the event a prior payment transaction was declined or returned.

Cut+Dry in its discretion may set limits on Retail Operator’s use of the B2B Platform, such as transaction limits on the dollar amount or number of Payments made within certain time periods. We may instruct banking and financial partners to decline to process any Payment without any notice or delay processing of or hold or cancel processing of any Payment if we determine that Retail Operator may have insufficient funds to cover the payment or that the underlying transaction or Payment itself is invalid, suspicious, involves misconduct or fraud, or otherwise violates applicable laws, these Terms, or any of Cut+Dry’s commercial agreements with its banking partners or Suppliers related to the B2B Platform, or exposes you, other Cut+Dry users, Suppliers, Cut+Dry partners, or Cut+Dry Entities (as defined below) to harm (such as, but not limited to, criminal activity).

Sales; Fulfillment; Returns; Customer Service

The B2B Platform is a technology platform connecting Retail Operators with independent food service distributors and others that provide the products offered through the B2B Platform. Retail Operators acknowledge and agree that Cut+Dry has no responsibility or liability for the acts or omissions of any Supplier. In connection with the B2B Platform Cut+Dry is not a merchant, seller of goods, or delivery service to Retail Operator  and is an online connection platform. Supplier (or its partners or suppliers) is responsible for its fulfillment of any products purchased on the B2B Platform and any returns, mistakes or other customer service issues arising from the Supplier products. Title to products ordered on the B2B Platform, as well as the risk of loss for such products, is subject to agreement between the Retail Operator and Supplier and Cut+Dry hereby disclaims any liability in connection with such risk of loss.

Cut+Dry will not assess or guarantee the suitability, legality or ability of any Supplier. Supplier is also responsible for sales, use, or other taxes and regulatory fees assessed, incurred, or required to be collected or paid for in connection with any advertisement, offer or sale of Supplier products made through or in connection with the B2B Platform. For the avoidance of doubt, Supplier is solely responsible for all customer service issues relating to Supplier products, including pricing, order fulfillment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with Supplier personnel, policies, or processes.

Suppliers each set their own cancellation and refund policies. Once a purchase has been made through the B2B Platform, Retail Operators will need to contact the Supplier directly to inquire if it can make a change to or cancel the purchase or whether Retail Operator may receive a refund. For questions or customer service regarding a purchase (including shipping and delivery) or unsatisfied with a product purchased, please contact the Supplier directly.

Transactions Involving Alcohol

 The B2B Platform may from time to time give you the option to order alcohol products directly from certain food service distributors that hold alcoholic beverage licenses (“Alcohol Suppliers”). Cut+Dry acts as a third party technology provider and is not the seller of such alcoholic products and does not hold title to or acquire any ownership interest in any alcohol products that you order through the B2B Platform. You agree that Cut+Dry does not have any responsibility or liability to you or any other person for any alcoholic beverage products you may purchase or for any Alcohol Supplier’s compliance with applicable law, including without limitation, local regulations regarding sale of alcohol. 

Orders by Subscription

Cut+Dry from time to time provides subscriptions whereby Retail Operators may purchase products from Suppliers on a recurring basis for a discount on product pricing and/or shipping. Subscription discounts and any limited time special subscription promotions in effect apply only to eligible products displaying the offer message on the applicable item information pages. Subscriptions are good while supplies of the relevant product(s) last. Special limited time subscription promotions only apply during their effective dates. Subscriptions are void where prohibited.

In addition:

• A subscription will automatically create a new order according to the chosen delivery schedule, until you cancel. You can cancel at any time. 
• If you cancel your subscription and then reactivate it, the discount applied to any subscription product may not be the same discount in effect at the time of cancellation.
• Cut+Dry reserves the right to change the subscription benefits, including the discount amounts and eligibility used to determine discount amounts by providing reasonable notice.
• Some of the offer details may change as you receive deliveries over time (for example, price, taxes, and availability).
• The total cost charged for each subscription order will be the cost of the item on the day that order is processed less the subscription discount, plus any applicable sales tax.
• Cut+Dry may, in its sole discretion, terminate your subscriptions at any time without notice. In such case, you will only be charged for orders that have been shipped to you.

IP Rights 

The B2B Platform and the content residing thereon are owned by Cut+Dry or its affiliates or business partners or licensors, or by third parties other than you. Such content includes the text, software, scripts, graphics, photos, sounds, interactive features, visual interfaces, design, compilation, information, data, computer code (including source code or object code), products, services, and the trademarks, service marks, trade names, and logos (“Marks”) contained in the B2B Platform (collectively, “Platform Content”). Unless otherwise noted, the B2B Platform and Platform Content included on the B2B Platform are subject to copyright, trademark, and other intellectual property rights under applicable laws.  All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the B2B Platform will, as between you and Cut+Dry, be and remain the sole and exclusive property of Cut+Dry or other third parties. You may not display or reproduce the Marks in any manner without the prior written consent of Cut+Dry, and you may not remove or otherwise modify in any manner any trademark notices from any content offered or received through the B2B Platform.

In connection with your use of the B2B Platform as a Retail Operator, You retain intellectual property rights in files, information, graphics, images, text, emails, data, any copyrighted materials and trademarks submitted to and/or collected by Cut+Dry in connection with your use of the B2B Platform, including without limitation Retail Operator’s name, address, contact information, employee information, purchasing and transaction details and any communications you submit to us (collectively, “Business Data”). You hereby grant the Cut+Dry and its company affiliates a fully paid, perpetual, non-exclusive, worldwide right and license to host, store, transfer, display (publicly or otherwise), perform, reproduce, modify, distribute, and otherwise use Business Data and User Content (as defined below) for the purposes of providing the B2B Platform. You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of Business Data. Cut+Dry may process and retain Business Data and User Content for backup, archival, audit or legal purposes to the extent permitted by law.

By posting User Content (defined below) on public portions of the B2B Platform or sharing User Content with other users of the B2B Platform, you grant those users a non-exclusive license to access and use those User Content as permitted by these Terms and the functionality of the B2B Platform.

Notwithstanding any term in the Terms to the contrary Cut+Dry may use and share Anonymized Datafor lawful business purposes, including for the purposes of using, disclosing, and compiling statistical or analytical data regarding the performance, provision and operation of the B2B Platform, and for providing and improving Cut+Dry’s products and services. “Anonymized Data” means Business Data, including User Content, or insights derived from Business Data and the B2B Platform that is aggregated or de-identified in a format such that neither Retail Operator nor its personnel may be identified or re-identified through any commercially practicable means.

Limited License and Access

Subject to your compliance with these Terms, you are granted a limited, revocable, non-transferable license to access and use the B2B Platform and  Platform Content provided that you do not (nor permit any third party in your control to): 

• Copy, modify, create a derivative work from, reverse engineer, sell, assign, sublicense, attempt to derive the source code of, grant a security interest in, any right in or portion of the B2B Platform or Platform Content;
• Access, monitor, scrape, or copy (via, for example, deep-link or any robot, spider, web crawler, extraction software, automated process, or other device) any B2B Platform data or material and/or incorporate it into a separate database, archive/cache it, etc.
• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;
• Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;
• Violate any applicable laws or regulations;
• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
• Use the B2B Platform to transfer money or process a payment transaction that is unrelated to a purchase of a product or service from a Supplier through the B2B Platform.

Content You Submit to Cut+Dry

Certain functions of the B2B Platform may enable you and others to submit content, such as reviews, images and postings (“User Content”). Cut+Dry disclaims any duty to review or modify User Content, and any responsibility for either the effects of harmful files, such as malware, that may be contained in that User Content, or for conduct by users or any third parties in connection with User Content submitted by them or you. Cut+Dry (without promising to do so) may decide it is in Cut+Dry’s best interests to block, remove, modify, or simply not post any User Content, including reviews or ratings, for any reason determined by Cut+Dry in its sole discretion at any time and may not notify you if it does so. If you decide to submit User Content, you promise you have the right to provide that User Content in connection with the B2B Platform; and you have the necessary licenses, rights, consents, and permissions to authorize Cut+Dry and users of the B2B Platform to use and distribute your User Content as necessary to exercise the licenses granted by you in these Terms.

You: (a) agree that any User Content you provide in may be read, collected, and used by others who access the User Content, (b) agree to indemnify Cut+Dry and its indirect or direct subsidiary, parent, or affiliate companies or any of their employees, officers, directors, licensors, and agents (collectively, with Cut+Dry, the “Cut+Dry Entities”) from all claims relating to your User Content, and (c) to the fullest extent permitted by applicable law, irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution regarding your User Content brought against the Cut+Dry Entities and our and their users to the extent relating to use of the User Content for the B2B Platform or as otherwise expressly permitted under these Terms. If you feel that User Content should be removed, please let us know, and Cut+Dry has the right, but not the obligation, to review such User Content, and ultimately it will be Cut+Dry’s decision (subject to any countervailing laws) on whether to take any action related to your request.

Digital Millennium Copyright Act

Cut+Dry expects all users to respect the intellectual property rights of others. Cut+Dry may remove material that appears in its sole discretion to infringe upon the intellectual property rights of others, and we will terminate the access rights of any repeat infringer.

If you believe an issue pertaining to copyright infringement should be brought to our attention, please provide us with the following information:

• identification of the work or material being infringed;
• a description of the material that you claim is infringing, including its location, with sufficient detail so that we are capable of finding it and verifying its existence;
• your name, address, telephone number, and email address;
• a statement that you have a good faith belief that the use of those materials on the B2B Platform is not authorized by the copyright owner, its agent, or the law; and
• a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Your notice must be signed (electronically or physically) and addressed as follows:

Cut and Dry Inc.
ATTN: Copyright Agent
228 Hamilton Ave., 3rd Floor
Palo Alto, CA 94301

Privacy

Cut+Dry is a service provider to Suppliers with respect to most of the personal information we collect from Retail Operators and within that context each Supplier determines its own policies regarding collection, access, sharing and retention of personal information of its customers and Cut+Dry provides the B2B Platform in accordance with Suppliers’ instructions.

Alternatively, if you are accessing the B2B Platform without having created a Retail Operator account or are a Retail Operator that is not a customer of a Supplier that is contractually engaged with Cut+Dry to market and/or sell products wholesale to you through the B2B Platform then Cut+Dry collects personal information from you as a controller rather than service provider and Cut+Dry processes your personal information in accordance with the Cut+Dry Privacy Policy. In such circumstances by accessing the B2B Platform, you consent to the collection, use, and sharing of your personal information, including the transfer of personal information to the United States and/or other countries for storage, processing, and use by Cut+Dry, as set forth in Cut+Dry’s Privacy Policy.

Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes.

Dealings with Third Parties

The B2B Platform may contain links to third party sites  and/or enable you to log in to the B2B Platform via various online third-party services(“Third Party Services”). By linking or otherwise displaying information from or providing access to any Third Party Services, Cut+Dry gives no representation, warranty, or endorsement, express or implied, regarding the legality, accuracy, quality, or authenticity of content, information, products or services provided by those Third Party Services. Further, the way Third Party Services (including social networking services) use, store, and disclose your information is governed solely by the policies of those Third Party Services, and we have no liability or responsibility for the privacy practices or other actions of any third-party website or service that may be enabled within the B2B Platform. Cut+Dry disclaims all responsibility or liability for any harm resulting from your use of Third Party Services  and you irrevocably waive any claim against Cut+Dry regarding the content, products or operation of any Third Party Services.

Disclaimer 

THE B2B PLATFORM AND ALL CONTENT CONTAINED ON THE B2B PLATFORM, INCLUDING TEXT, GRAPHICS, AND LINKS, ARE PROVIDED ON AN “AS IS” BASIS WITHOUT REPRESENTATION OR WARRANTY. TO THE FULLEST EXTENT PERMITTED BY LAW, CUT+DRY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL ELEMENTS, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, NEITHER CUT+DRY NOR ITS SUPPLIERS REPRESENT OR WARRANT THAT THE B2B PLATFORM OR CONTENT ACCESSIBLE VIA THE B2B PLATFORM IS ACCURATE, TIMELY, COMPLETE, OR CURRENT OR ERROR FREE, AND THE OPERATION OF THE B2B PLATFORM WILL BE UNINTERRUPTED OR THAT IT WILL MEET YOUR REQUIREMENTS. YOU MAY NOT RELY ON THE B2B PLATFORM OR CONTENT.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND CONDITIONS IN SOME CASES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT RELATED TO YOUR ACCESS OR USE OF THE B2B PLATFORM OR CONTENT OR THE ORDER, RECEIPT OR PRODUCT HANDLING OF ANY PRODUCT OR OTHERWISE RELATED TO THESE TERMS SHALL THE CUT+DRY ENTITIES OR THE SUPPLIER(S) BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (B) LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES; (C) DAMAGES RELATING TO YOUR INABILITY TO ACCESS OR USE THE B2B PLATFORM; (D) DAMAGES RELATING TO ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OR USER USING THE B2B PLATFORM, INCLUDING WITHOUT LIMITATION, DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OR CONTENT; (E) DAMAGES IN ANY MANNER RELATING TO ANY THIRD PARTY SERVICES ACCESSED VIA THE B2B PLATFORM; AND/OR (F) DAMAGES RELATING TO ANY UNAUTHORIZED ACCESS TO OR USE OF CUT+DRY’S SYSTEMS OR ANY AND ALL PERSONAL INFORMATION OR FINANCIAL INFORMATION (IF APPLICABLE) STORED ON THOSE SYSTEMS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT TO THE EXTENT BASED ON CUT+DRY’S INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE CUT+DRY ENTITIES ARISING OUT OF OR RELATED TO ANY USE OF THE B2B PLATFORM INCLUDING ANY ORDER, RECEIPT OR PRODUCT HANDLING OF PRODUCTS PURCHASED THROUGH THE B2B PLATFORM, EXCEED THE GREATER OF $250 OR THE AMOUNT YOU PAID TO CUT+DRY FOR USE OF THE B2B PLATFORM BY YOU.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS OF LIABILITY OF THESE TERMS APPLY TO ALL CLAIMS BASED ON CUT+DRY’S PROVISION OF THE B2B PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT CUT+DRY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND FURTHER WHERE A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

If you are a resident of California: You waive your rights with respect to California Civil Code Section 1542, which says “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, YOU ALSO WAIVE ANY PROTECTION THAT MAY EXIST UNDER ANY COMPARABLE OR SIMILAR STATUTES OR PRINCIPLES OF COMMON LAW APPLICABLE IN JURISDICTIONS OTHER THAN CALIFORNIA.

Retail Operator acknowledges and agrees that Cut+Dry is not the seller, manufacturer or fulfillment provider of the foodservice products purchased by Retail Operator on the B2B Platform.  Retail Operator waives, and releases Cut+Dry from, any claim, liabilities, damages, or injury arising from or related to any dispute between you and a Supplier, fulfillment provider or a manufacturer of products you purchase on the B2B Platform.

Modifications and Service Monitoring

Cut+Dry may amend the Terms at any time with notice that we deem to be reasonable under the circumstances (each a “Revised Version”) by (i) posting revised Terms via the B2B Platform, and/or (ii) notifying you of material changes, generally via email where practicable, and otherwise through the B2B Platform. The Revised Version will be effective as of the time it is communicated and your continued use of the B2B Platform after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any dispute between the parties that arose before the effective date of a Revised Version is governed by the Terms  that were in place when the dispute arose.

The B2B Platform changes from time to time and its form and functionality may change as we launch new products or features or make upgrades, patches or error corrections (“Updates”). These Terms will apply to any and all Updates.

Severability and Waiver

If any of these Terms shall be deemed invalid, void, or for any reason unenforceable, that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term or condition. No waiver by any party of any of these Terms will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof, nor will any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof or exercising any other right, remedy, power, or privilege. NOTHING IN THESE TERMS WILL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

Messages and Notices from Cut+Dry

By providing your email address and/or mobile phone number through the B2B Platform you consent to receive email communications, calls or text messages at any such email address and/or phone number placed in connection with the provision of the B2B Platform, including autodialed calls and/or text messages, for operational or transactional purposes, such as updates on the delivery status of your order or billing matters. Standard message and data rates from your cell phone carrier may apply to the text messages we send you. You may opt out of calls or text messages at any time by replying to the text message with “STOP” or contacting customer support. Following such opt-out, you may continue to receive calls or messages for a short period of time while your request is being processed. Please note, you may be sent additional message to confirm your opt-out. It is your responsibility to keep your account information, including your phone number, updated.

Disclosures and notices regarding the B2B Platform  (including agreements, policies, transaction receipts , account and tax statements) may be provided by emailing it to an email address associated with your user account or by texting them to you at the telephone number associated with your user account, by emailing or texting you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the B2B Platform. We may also provide certain communications (such as federal and state tax statements) by U.S. mail to the street address listed in your account. Electronic disclosures and notices will have the same meaning and effect as if you were provided with physical copies and considered received by you within 48 hours of the time posted or emailed or mailed to you unless notice of non-delivery is received. You will keep email address(es) and phone numbers valid and active and agree to monitor your email account(s). You should also review the applicable B2B Platform regularly to review the prevailing disclosures and notices and check for updates. You agree that your electronic signature has the same effect as your manual, physical signature. You may withdraw your consent to receive communications electronically by contacting your Supplier or Cut+Dry customer support.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE B2B PLATFORM, AND ANY SUCH CLAIMS SHALL BE BROUGHT SOLELY ON AN INDIVIDUAL BASIS. Any dispute arising out of these Terms will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California.

Entire Agreement

These Terms constitute the entire agreement between Cut+Dry and you with respect to the B2B Platform and supersede all prior or contemporaneous communications and proposals. You may not transfer or assign your obligations under these Terms without Cut+Dry’s prior written consent. Cut+Dry may transfer or assign any or all part of its rights under these Terms without restriction and has the right to delegate or use third-party contractors to fulfill our duties and obligations under these Terms and in connection with the B2B Platform.

Notice Regarding Apple

If you are using our mobile applications on an iOS device, the terms of this Section apply. You acknowledge that these Terms are  not with Apple, and Apple is not responsible for the B2B Platform or their content. Apple has no obligation to furnish any maintenance or support services with respect to the B2B Platform. If the B2B Platform fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the B2B Platform. Apple is not responsible for addressing any claim by you or any third party relating to the B2B Platform or your possession or use of the B2B Platform, including: (a) product liability claims; (b) any claim that the B2B Platform fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, or discharge of any third party claim that the B2B Platform or your possession and use of the mobile application infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the B2B Platform. Apple and Apple’s subsidiaries are third party beneficiaries of this Section of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this Section of these Terms against you. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.