Terms of Use

These Site Terms of Use (these “Terms”) govern your use of or any interaction with cutanddry.com (the “B2B Platform”) and any other websites or mobile applications (“Mobile Applications”) operated by Cut and Dry Inc. (“Cut+Dry,” “we,” “us,” or “our”) that reference these Terms (collectively, the “Sites”). These Terms, together with the other agreements and policies explicitly included as part of these Terms (such as Cut+Dry’s Privacy Policy (the “Privacy Policy”)) constitute the entire agreement between you and Cut+Dry regarding your use of the Sites.

By using or interacting with the Sites, 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 Sites is and will comply with all applicable laws and regulations.
Please note that by using the Sites you (or, if applicable, your parent or guardian on your behalf) enter a legally binding contract with Cut+Dry based on the Terms (as updated from time to time). FURTHER THESE TERMS INCLUDE PROVISIONS (DESCRIBED IN MORE DETAIL BELOW) THAT LIMIT OUR LIABILITY AND REQUIRE INDIVIDUAL ARBITRATION FOR ANY POTENTIAL LEGAL DISPUTE.

Please note that by using the Sites you (or, if applicable, your parent or guardian on your behalf) enter a legally binding contract with Cut+Dry based on the Terms (as updated from time to time). FURTHER THESE TERMS INCLUDE PROVISIONS (DESCRIBED IN MORE DETAIL BELOW) THAT LIMIT OUR LIABILITY AND REQUIRE INDIVIDUAL ARBITRATION FOR ANY POTENTIAL LEGAL DISPUTE.

 

Privacy

By using the Sites you consent to the collection, use, and sharing of personal information (as described in the Privacy Policy), including the transfer of personal information to the United States and/or other countries for storage, processing, and use by Cut+Dry.

 

Definitions

“B2B Platform” means Cut+Dry’s mobile and web-based marketing and order facilitation platform that enables Restaurants to view, search for and submit orders for products made available by food service distributor entities (a “Supplier”).

“Restaurant” means the restaurant or retail business customer who uses the B2B Platform to view or place an order for Supplier products.

“Partner Supplier” means the subset of Suppliers that are contractually engaged with Cut+Dry to market and/or sell products wholesale to Restaurants or other end-customers through the B2B Platform.

 

Product Availability, Descriptions and Pricing

Cut+Dry aims to maintain the accuracy of information presented on the Sites, including pricing information and product descriptions and availability, however, all descriptions of products or product pricing and any promotional offers and other content available on the Sites are subject to modification at any time without notice without any liability to you or any other person.

Cut+Dry and its Suppliers (if applicable) do not guarantee that product descriptions (including any weights or coloring or dimensions) or other content associated with any product on the Sites is accurate, complete, reliable, or error-free. The products delivered may vary from the descriptions and portrayals on the Sites 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

The Sites. If you use the Sites 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. Cut+Dry is not responsible for any errors or delays in responding to any inquiry or request caused by any incorrect, outdated, or incorrect information provided by you or any technical problems beyond the control of Cut+Dry. You acknowledge and agree that any login, identifier, or password issued in connection with the Sites (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 Sites 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 Cut+Dry may (but have no obligation to) permanently destroy all information associated with your or your account stored on servers controlled by Cut+Dry. Cut+Dry is not liable to you or any third party for compensation, reimbursement, or damages in connection with any termination or suspension of the Sites or any deletion of information associated with you or your account. 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 owed to Cut+Dry that accrued prior to the termination and any other amounts owed by you under these Terms, including claims, fines, penalties, and other liability incurred by Cut+Dry caused by your use of the Sites) will survive.

Supplier Platforms. The B2B Platform enables Restaurants to view, search for and submit orders for products made available through customer accounts that the Restaurant maintains with Suppliers (“Restaurant Managed Accounts”). In some cases Cut+Dry will engage with Restaurant indirectly as a back end delivery vendor for a manufacturer or other foodservice supplier marketing or providing products to Restaurant. In all cases as a precondition to Restaurant using such services (as provided by Cut+Dry or Cut+dry’s food supplier partners) Restaurant hereby directs and authorizes Cut+Dry to access and use such Restaurant Managed Accounts on its behalf, and grants Cut+Dry the temporary right to store and retain its account access credentials, solely for the purposes of providing and supporting the B2B Platform services. Restaurant represents and warrants that it has all necessary rights, licenses, consents or permissions from Suppliers or any other third parties to grant Cut+Dry the foregoing account access and use rights.

 

Payments Account Registration and Authorizations (B2B Platform)

In connection with your use of the B2B Platform you may be eligible to apply for a payments account (“Payments Account”). A Payments Account is required in order to receive payments through the B2B Platform. When Restaurant applies for a Payments Account, Cut+Dry collects information such as name, the business name, location and bank account number(s), email address, tax identification number and phone number. Restaurant may choose to register as an individual (sole proprietor) or as a company or other business organization. If Restaurant registers as a company or organization, it must also provide information about an owner or principal of the company, who is authorized to act on behalf of the company and have the authority to bind the company to these Terms and Restaurant agrees to 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 “Restaurant” will mean the natural person, as well as the business entity. If you are using the Sites 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.

Cut+Dry and its banking partners need to ensure that the persons using a Payments Account are who they say they are and further need to understand the business risks associated with such persons. Accordingly, the Restaurant, its principals and its account users may be required to provide a business EIN or Tax ID, address, date of birth or other information and Cut+Dry may request additional information (such as a driver’s license (or other government issued ID), a business license, or invoices) to validate the identity of Restaurant, its principals or its Payments Account users. By signing up for a Payments Account, Restaurant authorizes Cut+Dry 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. Cut+Dry may periodically audit or re-verify information of Restaurant, its principals and its Payments Account users (by performing third party checks or otherwise) against the prevailing eligibility requirements associated with a Payments Account. Cut+Dry reserves the right to deny Restaurant access to services or close or suspend a Payments Account 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 Restaurant, its owners and users (including information pertaining to applicable bank accounts) and Restaurant’s Payments Account with Restaurant’s bank or other financial institutions.  When Restaurant 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. Restaurant permits Cut+Dry to share information about it and its Payments Account (including whether your account is approved or declined) with your bank or other financial institution, or as otherwise specified in and subject to Cut+Dry’s Privacy Policy.

Additionally, Cut+Dry may share some or all of the information about Restaurant’s transactions with its bank partners and other partners (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with Cut+Dry, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose.

Restaurant agrees that Cut+Dry is permitted to contact and share information about Restaurant and its Payments Account with banks, other financial institutions and other Cut+Dry partners.

Access to the Payments Account enables Restaurants to submit payments to Suppliers and receive payments (such as manufacturer rebates). Restaurant is solely and exclusively responsible for the confidentiality of and controlling access to the Payments Account, including any use by any third party, and is further responsible for changing login information (such as passwords) to maintain continued confidentiality and limited access to the Payments Account. The Restaurant is deemed to be responsible for the conduct of its employees, contractors, and representatives. Cut+Dry will assume that if Restaurant’s login or credit or debit card or other permitted payment method is used to access the Sites, the user has the legal authority to use such login or payment method. Cut+Dry will not be responsible for any losses arising out of the unauthorized use of the Payments Account. Further, Restaurant shall be responsible for the security of data (including financial data) in Restaurant’s possession or control. Restaurant must comply with all applicable laws, operating regulations, and rules in relation to collection, security and dissemination of personal, financial or transaction information.

If connection with any approved Payments Account Restaurant hereby authorizes Cut+Dry and its affiliates to do the following until Restaurant revokes such authorization by reasonable notice:

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

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

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

For any transfer from or to a Restaurant Bank Account that fails, Restaurant 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. That handling fee and fees incurred may also be debited from Restaurant Bank Account(s). Restaurant 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 Restaurant by its bank for nonsufficient funds. Restaurant understands that this authorization will remain in effect until it cancels it in writing. Subject to applicable law, Restaurant hereby agrees that amounts for which Restaurant is responsible in connection with its use of the B2B Platform may be deducted from the Restaurant 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 Sites 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 (B2B Platform)

Features of the B2B Platform enable Restaurants to submit payment(s) (a “Payment”) to Suppliers. In connection with such a Payment to a Partner Supplier Cut+Dry acts as a third-party technology provider to, and facilitates payment processing on behalf of, the Partner Supplier. In connection with a Payment to a Supplier that is not a Partner Supplier Cut+Dry acts as an agent of Restaurant to deliver the payment to the Supplier.

Independent of the charges invoiced by Suppliers to Restaurants for products ordered through the Platform Cut+Dry may directly impose fees on Restaurant 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 Partner Supplier. Such fees shall be communicated to the Restaurant from time to time with reasonable notice.

If Restaurant 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. If Restaurant chooses to store payment method information with Cut+Dry via the B2B Platform for its convenience and use in future transactions, Restaurant agrees that Cut+Dry may receive updated information on the payment method (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 Restaurant’s agreement with its payment method issuer. Should a Restaurant be entitled or subject to a refund, reversal, chargeback, or other adjustment associated with the Payment and such adjustment is not being provided directly by the Supplier, Restaurant hereby authorizes a credit to its payment method (as applicable) to the extent necessary to achieve that adjustment. Restaurant 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 Restaurant’s use of the Sites, 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 Restaurant 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 Partner Suppliers related to the Sites, or exposes you, other Cut+Dry users, Suppliers, Cut+Dry partners, or Cut+Dry Entities to harm (such as, but not limited to, criminal activity).

 

Delivery; Product Warranty and Returns

If there is a question regarding shipping or delivery information related to products ordered on the B2B Platform Restaurants should contact the applicable Supplier.

If you are unsatisfied with a product ordered on the B2B Platform Restaurants should contact the applicable Supplier.

 

Sales; Fulfillment; Customer Service (B2B Platform)

The B2B Platform is a technology platform connecting Restaurants with independent food service distributors and others that provide the products offered through the B2B Platform. Restaurants acknowledge and agree that Cut+Dry does not itself prepare food or offer delivery services through the B2B Platform, and 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 Restaurant; it is an online connection platform. Supplier is the retailer; the services offered by Cut+Dry pursuant to the B2B Platform do not include any retail services or any food preparation services. Use of the Sites in no way represents any endorsement by Cut+Dry of a Supplier’s existence, legitimacy, ability, policies, or practices. Supplier is fully 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. Unless otherwise stated the transportation and delivery of Supplier product and the coordination and cost of return shipping for a Supplier product (if applicable) is the Supplier’s responsibility. Title to products ordered on the B2B Platform, as well as the risk of loss for such products, is subject to agreement between the Restaurant and Supplier, and Cut+Dry hereby disclaims any liability in connection with such risk of loss. Restaurant agrees that the goods that it purchases on the B2B Platform will be prepared by the Supplier it has selected,  and that Cut+Dry does not hold title to or acquires any ownership interest in any goods that Restaurant orders through the B2B Platform.

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 on 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. Restaurants agree that Cut+Dry is not responsible for the Supplier’s food preparation or the safety of the food and does not verify Supplier’s compliance with applicable laws or regulations. Cut+Dry has no responsibility or liability for acts or omissions by any Supplier.

Suppliers each set their own cancellation and refund policies. Once a purchase has been made through the Sites, Restaurants will need to contact the Supplier directly to inquire if it can make a change to or cancel the purchase or whether Restaurant may receive a refund. For questions or customer service regarding a purchase or the product or service provided by a Supplier, please contact the Supplier directly.

 

Transactions Involving Alcohol

Cut+Dry from time to time provides services to food service distributors that hold alcoholic beverage licenses (“Alcohol Suppliers”) such that the Sites may from time to time give you the option to order alcohol products directly from certain Alcohol Suppliers. In such circumstances Cut+Dry acts as a third party technology provider and is not the retailer of such alcoholic products and does not hold title to or acquire any ownership interest in any alcohol products that you order through the Sites. 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 from an Alcohol Supplier, including without limitation, any purchase or fulfillment warranty or obligations for the alcohol products (which shall run directly from Alcohol Supplier to the end-purchaser of the alcohol products) or for any Alcohol Supplier’s compliance with applicable law, including without limitation, local regulations regarding sale of alcohol.

You agree that you will only order alcohol products if you are 21 years of age or older. You also agree that, upon delivery of alcohol products, you will provide valid government-issued identification proving your age to the delivery person delivering the alcohol products and that the recipient will not be intoxicated when receiving delivery of such products. If you order alcohol products, you understand and acknowledge that Cut+Dry is not the party accepting your order of alcohol products, and the order will only be delivered if the Alcohol Supplier accepts your order. The delivery person reserves the right to refuse delivery if you are not 21 years old, if you cannot provide a valid government issued ID, if the name on your ID does not match the name on your order, or you are visibly intoxicated.

 

Subscribe and Save (B2B Platform)

Cut+Dry from time to time provides “Subscribe and Save” subscriptions whereby Restaurants may purchase products from Suppliers on a recurring basis for a discount on product pricing and/or shipping. Subscribe and Save discounts and any Subscribe and Save limited time special subscription promotions in effect apply only to eligible products displaying the offer message on the Subscribe and Save 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. Subscribe and Save subscriptions are void where prohibited.

In addition:

• A Subscribe and Save 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 Subscribe and Save product may not be the same discount in effect at the time of cancellation.
• Cut+Dry reserves the right to change the Subscribe & Save benefits, including the discount amounts and eligibility used to determine discount amounts, at any time in its sole discretion. All changes will apply to future orders, including for current subscriptions.
• 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 Subscribe and Save order will be the cost of the item on the day that order is processed less the Subscribe and Save 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 Sites and the content residing thereon are owned by Cut+Dry or its affiliates or business partners, 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 Sites (collectively, “Cut+Dry Content”). Unless otherwise noted, the Sites and Cut+Dry Content included on the Sites, including images, illustrations, designs, icons, photographs, video clips and written and other materials, are subject to copyright, trademark, and other intellectual property rights under United States law, the law of the jurisdiction where you reside, and international conventions protected by United States and international copyright 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 Cut+Dry or the Sites 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 Sites.

You retain any intellectual property rights in any copyrighted materials and trademarks contained in User Content (defined below) or any feedback regarding Cut+Dry or the Sites (such as input and suggestions regarding problems with or proposed modifications or improvements to the Sites) or other communications you submit to us (collectively, “User Submissions”); however, you grant the Cut+Dry and its company affiliates a fully paid, perpetual, irrevocable, non-exclusive, worldwide right and license to host, store, transfer, display (publicly or otherwise), perform, reproduce, modify, distribute, use, adapt, commercialize, create derivative works of and otherwise exploit User Submissions (including any facts or concepts contained in User Submissions) in connection with any and all Sites. You also grant the Cut+Dry and its company affiliates the right to use any information, including personal information, included with any User Submission for the use or distribution of that User Submission, subject to the Privacy Policy. You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of submitted material, including any User Submission or part of a User Submission. By posting User Submissions on public portions of the Sites or sharing User Submissions with other users of the Sites, you grant those users a non-exclusive license to access and use those User Submissions as permitted by these Terms and the functionality of the Sites. These licenses survive termination of these Terms.

The rights you grant in the foregoing license are for the purposes of allowing Cut+Dry to operate and allow other users to use the Sites in accordance with their functionality, improve the Sites, and develop new Sites. Cut+Dry may retain User Submissions for backup, archival, audit or legal purposes to the extent permitted by law. Furthermore, Cut+Dry may retain and continue to use, store, display, reproduce, share, modify, create derivative works, perform, and distribute any of User Submissions that otherwise has been stored or shared through the Sites. Accordingly, note that the above license to your User Submissions continues even if you stop using the Sites.

 

Limited License and Access

The Sites are licensed, not sold, to you for use only under these Terms. Subject to your compliance with these Terms, Cut+Dry grants you a limited, revocable, non-transferable license to access and use the Sites and Cut+Dry 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 Sites or Cut+Dry 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 Sites 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 Sites 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 Market.

 

Content You Submit to Cut+Dry

From time to time Cut+Dry may make available on the Sites bulletin boards, chat rooms, comment areas, billboards, forums, news groups, postings sections or similar communication facilities. These functions may enable you and others to submit content, such as reviews, images and postings (“User Content”). Submissions of User Content by visitors to certain parts of the Sites may be public and posted in public areas. User Content is intended to enhance the experience of the Sites, however, it should not be understood as to be endorsed by or necessarily representing the views of Cut+Dry. 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, which means: you are the creator and owner of the User Content, or the User Content is not protected by copyright law, or you have express permission from the copyright owner to use the User Content in connection with the Sites; and you have the necessary licenses, rights, consents, and permissions to authorize Cut+Dry and users of the Sites 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 Sites 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 Sites 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

 

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. You provide your personal information at your own risk.

 

Dealings with Third Parties

The Sites may contain links to third party websites, enable you to log in to the Sites via various online third-party services, or display advertisements and promotional material of goods and services offered by third parties (“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 Sites. Conduct any diligence you feel necessary before engaging online or offline with any of these third parties. Cut+Dry disclaims all responsibility or liability for any harm resulting from your use of Third Party Services, including harm relating to payment, delivery or performance of related goods or services, and you irrevocably waive any claim against Cut+Dry regarding the content, products or operation of any Third Party Services.

Disclaimer 

THE SITES AND ALL CONTENT CONTAINED ON THE SITES, 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, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, CUT+DRY DOES NOT REPRESENT OR WARRANT THAT THE SITES OR CONTENT ACCESSIBLE VIA THE SITES IS ACCURATE, TIMELY, COMPLETE, OR CURRENT, AND YOU MAY NOT RELY ON THE SITES OR CONTENT.

In addition, User Content, including advice, statements, or other information is not produced by Cut+Dry, and should not be relied on without independent verification. User Content, whether publicly posted or privately transmitted, is the sole responsibility of the user from whom such User Content originated.

To the fullest extent permitted by applicable law, we do not warrant that (i) the Sites will meet your requirements, (ii) the operation of the Sites will be uninterrupted, virus- or error-free or free from other harmful elements or (iii) errors will be corrected. No advice or information, whether oral or written, obtained from other users or through the Sites, will create any warranty not expressly made herein. You therefore expressly acknowledge and agree that use of the Sites is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.

Any information provided by us on the Sites regarding the products or otherwise is for informational purposes only and, as our products offerings regularly change based on seasonality, our food standards and other factors, may not necessarily be applicable to the products you purchase. You should read and strictly follow all product labels, packaging inserts and instructions that accompany the products and all manufacturer directions and warnings and seek independent professional advice when appropriate.

YOU ARE SOLELY RESPONSIBLE FOR RECEIVING, WASHING, STORING, USING, COOKING AND CONSUMING PRODUCTS PROPERLY (“PRODUCT HANDLING”) AND FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE AND VERIFYING THE PRODUCTS AND THEIR CONTENTS BEFORE YOU OR OTHERS PROCEED WITH PRODUCT HANDLING. IT IS SOLEY YOUR RESPONSIBILITY TO ADVISE THIRD PARTIES AS TO THE SAFETY REQUIREMENTS AND ANY POTENTIAL ALLERGENS IN THE PRODUCTS. WE CANNOT GUARANTEE THAT PRODUCTS ORDERED THROUGH THE SITES ARE ALLERGEN FREE OR MADE IN AN ALLERGEN FREE FACILITY.

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 SITES OR CONTENT OR THE ORDER, RECEIPT OR PRODUCT HANDLING OF ANY PRODUCT OR OTHERWISE RELATED TO THESE TERMS SHALL THE CUT+DRY ENTITIES 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 SITES; (D) DAMAGES RELATING TO ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OR USER USING THE SITES, INCLUDING WITHOUT LIMITATION, DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OR CONTENT; (E) DAMAGES IN ANY MANNER RELATING TO ANY THIRD PARTY SERVICES ACCESSED VIA THE SITES; 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, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE CUT+DRY ENTITIES ARISING OUT OF OR RELATED TO ANY USE OF THE SITES INCLUDING ANY ORDER, RECEIPT OR PRODUCT HANDLING OF PRODUCTS PURCHASED THROUGH THE SITES, EXCEED THE GREATER OF $250 OR THE AMOUNT YOU PAID TO CUT+DRY FOR USE OF THE SITES BY YOU.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS OF LIABILITY OF THIS SECTION APPLY TO ALL CLAIMS, 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.

 

Indemnity

You agree to indemnify, defend and hold harmless the Cut+Dry Entities for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising from: (a) your violation of any third-party right, including without limitation any right to privacy, publicity rights or intellectual property rights; (b) your wrongful or improper use of the Sites; (c) any actual or alleged breach of your representations, warranties, and obligations set forth in these Terms; (d) your violation of any rights of another; and (e) your violation of any law, rule or regulation of the United States or any other country. Cut+Dry reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Cut+Dry in asserting any available defenses. This obligation will survive the termination or expiration of these Terms and/or your use of the sites. You are responsible for all use of the Sites using your account, and that these Terms apply to any and all usage of your account. You agree to comply with these Terms and to defend, indemnify and hold harmless Cut+Dry from and against any and all claims and demands arising from usage of your account, whether or not such usage is expressly authorized by you.

 

Waiver

Restaurants acknowledge and agree that the seller of any food or beverage to the Restaurant on the B2B Platform shall be the applicable Supplier and, that as the seller, the Supplier will be fully responsible for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by Restaurant, caused in whole or in part by the Supplier, as well as for any unclaimed property liability arising from unredeemed orders or portions thereof. Restaurant waives, and releases Cut+Dry and its officers, directors, employees and agents from, any claim, liabilities, damages, or injury arising from or related to any act or omission of a Supplier in connection with the goods provided in connection therewith and/or as it relates to compliance with applicable laws.

 

Termination

Notwithstanding any of these Terms, we reserve the right, without notice or attendant liability, and in our sole discretion, to terminate or suspend your right to use these Sites, and to block or prevent your future access to and use of the Sites for any reason or no reason.

 

Governing Law

These Terms and the relationship between you and Cut+Dry shall be governed by the laws of the State of California as if you signed these Terms in California. The provisions of these Terms that conflict with or are inconsistent with applicable governing law will be superseded and/or modified by such applicable law only to the extent such provisions are inconsistent.

 

Consent to Arbitrate and Class Action Waiver 

To the fullest extent permitted by applicable law, you and Cut+Dry agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Except where prohibited, you and we agree to submit to the personal and exclusive arbitration of disputes relating to your general use of the Sites under the rules of the American Arbitration Association (“AAA”). Please visit www.adr.org for more information about arbitration.

Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the federal, state, provincial or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim. Further, you may choose to pursue a dispute in court and not by arbitration if you opt-out of these arbitration procedures within 30 days of the date you first consent to these Terms (the “Opt-Out Period”). You may opt-out by submitting the following information to support@cutanddry.com: (1) your name; (2) your address; (3) a clear statement that you do not wish to resolve disputes with us through arbitration. Any opt-out request received after the Opt-Out Period will not be valid and you must pursue your dispute in arbitration or small claims court. Your decision to opt-out of arbitration will not adversely affect your relationship with us.

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified mail, or by Federal Express (signature required) or, only if the other party has not provided a current physical address, then by electronic mail (“Notice”). The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Cut+Dry may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Cut+Dry must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

Any arbitration hearing will take place at a location to be agreed upon in San Mateo County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure), then the payment of all fees will be governed by the AAA rules. In that case, you will reimburse Cut+Dry for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA rules. Regardless of how the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
You also acknowledge and understand that, with respect to any dispute between you and Cut+Dry, suppliers or licensors (or their respective affiliates, agents, directors or employees), including any claims relating in any way to these Terms or the Sites, or any other aspect of our relationship: (a) You are giving up your right to have a trial by jury; (b) You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute; and (c) any action or proceeding by you relating to such dispute must commence within one year after the cause of action accrues or it is forever barred.

If Cut+Dry changes this arbitration provision, you may reject the change by sending Cut+Dry written notice within 30 days of the change, in which case your right to use the Sites may be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. If all or any part of this arbitration section is found to be unenforceable, then the remaining provisions of these Terms will remain in effect under the “Severability” clause below, and the exclusive jurisdiction and venue described above will govern any action arising out of or related to these Terms.
This agreement to arbitrate will not preclude you or Cut+Dry from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or Cut+Dry from (i) applying to the appropriate court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, or (ii) seeking relief in any state or federal court for disputes related to a violation or possible violation of Cut+Dry’s intellectual property rights.

If this arbitration provision is found to be null and void, then all disputes arising under the Terms between us will be subject to the jurisdiction of the state and federal courts located in San Francisco, California, and you and we hereby submit to the personal jurisdiction and venue of these courts. In the event of any litigation or arbitration arising from or related to these Terms, or the Sites provided, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred including staff time, court costs, attorneys’ fees, and all other related expenses incurred in such litigation or arbitration.

 

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 Sites, and/or (ii) notifying you of material changes, generally via email where practicable, and otherwise through the Sites. The Revised Version will be effective as of the time it is communicated, but will not apply retroactively. Your continued use of the Sites 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 (including the binding individual arbitration clause) that was in place when the dispute arose.

Our Sites change from time to time and their form and functionality may change as we launch new products or features or make upgrades, patches or error corrections (“Updates”). We reserve the right to modify, suspend, discontinue or limit your access to or use of any part of the Sites (including by limiting or discontinuing certain features of the Sites), temporarily or permanently, without notice to you. These Terms will apply to any and all Updates to the Sites. We will have no liability because of any Update to the Sites or any suspension or termination of your access to or use of the Sites.

 

Excused Non-performance

Cut+Dry will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms when and if failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Cut+Dry including but not limited to acts of God, flood, fire, regional or global pandemics, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes, or other labor disputes (whether or not relating to either party’s workforce), the acts, decrees, legislation, regulations, or restrictions of any government, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

 

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 to us through the Sites or in connection with an order, receipt or use of our service, you consent to receive email communications, calls or text messages at any such email address and/or phone number placed by or on behalf of Cut+Dry, 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 applied by 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 Cut+Dry customer support. Following such opt-out, you may continue to receive calls or messages for a short period of time while Cut+Dry processes your request. Please note, Cut+Dry may send you one additional message to confirm your opt-out. It is your responsibility to keep your account information, including your phone number, updated.

Cut+Dry may also send you email messages (or text messages to the extent permitted by law) related to certain features or services on the Site that are of a promotional or commercial nature. You may choose to opt-out of such emails or text messages).

Disclosures and notices regarding the Sites 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 Sites. 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. These electronic disclosures and notices will have the same meaning and effect as if you were provided with physical copies. These disclosures and notices are considered received by you within 48 hours of the time posted or emailed or mailed to you unless Cut+Dry receives notice of non-delivery. You will keep email address(es) and phone numbers valid and active and to monitor your email account(s). Review the applicable Sites 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. Disclosures and notices referenced above include: (i) agreements and policies, such as these Terms and our Privacy Policy, including updates thereto, (ii) transaction receipts or confirmations, (iii) communication in relation to delinquent accounts (which may also be by phone, and may be made by Cut+Dry or by anyone on its behalf, including a third party collection agent), (iv) account statements and history; and (v) federal and state tax statements (we may, but are not obligated to, send tax-related information electronically). You may withdraw your consent to receive communications electronically by contacting customer support.

The provider of services is: Cut+Dry Inc., 28 Hamilton Ave, 3rd Floor, Palo Alto, CA 94301

(by email at support@cutanddry.com). If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

 

Entire Agreement

These Terms constitute the entire agreement between the user and Cut+Dry with respect to the Sites and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written with respect to the Sites. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any rights not expressly granted herein are reserved. 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 Sites.

 

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 is between you and Cut+Dry only, not with Apple, and Apple is not responsible for the Sites or their content. Apple has no obligation to furnish any maintenance or support services with respect to the Sites. If the Sites fail 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 Sites. Apple is not responsible for addressing any claim by you or any third party relating to the Services or your possession or use of the Sites, including: (a) product liability claims; (b) any claim that the Sites fail 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 Sites 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 Sites. 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.