TERMS AND CONDITIONS
Last updated: May 04th, 2016
These terms and conditions (collectively, the "Agreement") constitute a legal agreement between you and Delibirdy LLC, a Dubai-based limited liability corporation (the "Company"). In order to use the Service (defined below) and the associated Application (defined below) you must agree to the terms and conditions that are set out below. By using or receiving any services supplied to you by the Company (collectively, the "Service"), or downloading, installing or using any associated application supplied by the Company (collectively, the "Application"), you hereby expressly acknowledge and agree to be bound by the Agreement
Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
Delibirdy may amend the Terms related to the Services from time to time. Amendments will be effective upon Delibirdy’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
The Services comprise a platform that presents you with a set of retailer virtual storefronts from which you can select goods for picking, packing and delivery by individual personal shoppers (“Personal Shoppers”) to your location or, if available, for you to pick up in-store. In some cases, picking, packing or delivery services may be performed by third parties including a retailer or third party logistics provider (collectively, “Third Party Providers”).
When you use the Services to place an order for products, you authorize the purchase and delivery of those products from the retailers you select. Unless otherwise specified, you acknowledge and agree that Delibirdy and the Personal Shopper are acting as your agents in picking, packing and/or delivery of goods purchased by you and are not the seller of the goods to you. You agree that your purchase is being made from the retailers you have selected, and that title to any goods passes to you when they are purchased at the applicable retailers’ stores.
You also acknowledge and agree that, except as expressly provided for otherwise in these Terms or a separate agreement between you and Delibirdy, Delibirdy does not form any employment or agency relationship with you and does not hold title to any goods that you order through the Services.
USE OF THE SERVICES.
Subject to your compliance with this Agreement, Company grants you a limited non-exclusive, non- transferable license to download and install a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal use.
You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Delibirdy; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
You may have the option of accessing the Services through downloadable software and this software may update itself automatically on your device. Some software, or portions of software, in our Services may be governed by open source licenses. In that case, we will make such licenses available to you and, in the case of conflict between such a license and these Terms, the open source license will control but only with respect to the software, or portion of the software, to which it applies.
In order to use the Services, you must register for and maintain an active personal user Services account (“Account”). Account registration requires you to submit to Delibirdy certain personal information, such as your name, address, mobile phone number, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Delibirdy’s termination of these Terms with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times.
We’re constantly modifying and improving our products. We may introduce new features, change existing features, or remove features from the Services at any time and without notice. If you provide us with any feedback on or comments regarding the Services, you grant Delibirdy the right to use such feedback or comments for any purpose without restriction or payment to you.
You can stop using the Services at any time and without notice to us. Similarly, we may terminate access to the Services to you or any other users or stop offering the Service at any time without notice.
Delibirdy’s failure to monitor or enforce a provision of these Terms does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or these Terms as a whole.
USER REQUIREMENTS AND CONDUCT.
By creating an Account, you agree that the Services may send you informational via emails as part of the normal business operation of your use of the Services. You may opt-out of receiving messages from Delibirdy at any time by sending an email to indicating that you no longer wish to receive such messages, along with the email address receiving the messages.
Delibirdy may, in Delibirdy’s sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Delibirdy establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Delibirdy; (iii) may be disabled by Delibirdy at any time for any reason without liability to Delibirdy; (iv) may only be used pursuant to the specific terms that Delibirdy establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Delibirdy reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Delibirdy determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
Delibirdy may, in Delibirdy’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Delibirdy through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to Delibirdy, you grant Delibirdy a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Delibirdy’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Delibirdy the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Delibirdy’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Delibirdy in its sole discretion, whether or not such material may be protected by law. Delibirdy may, but shall not be obligated to, review, monitor, or remove User Content, at Delibirdy’s sole discretion and at any time and for any reason, without notice to you.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Delibirdy does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
You understand that use of the Services may result in charges to you for the services or goods you receive from a Third Party Provider (“Charges ”). After you have received services or goods obtained through your use of the Service, Delibirdy will facilitate your payment of the applicable Charges on behalf of the Third Party Provider as such Third Party Provider’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Delibirdy. You retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods. Delibirdy will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service or good.
All Charges are due immediately and payment will be facilitated by Delibirdy using the preferred payment method designated in your Account, after which Delibirdy will send you a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Delibirdy may, as the Third Party Provider’s limited payment collection agent, use a secondary payment method in your Account, if available.
As between you and Delibirdy, Delibirdy reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Delibirdy’s sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. Delibirdy will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Delibirdy may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for services or goods from a Third Party Provider at any time prior to such Third Party Provider’s arrival, in which case you may be charged a cancellation fee.
This payment structure is intended to fully compensate the Third Party Provider for the services or goods provided. Delibirdy does not designate any portion of your payment as a tip or gratuity to the Third Party Provider. Any representation by Delibirdy (on Delibirdy’s website, in the Application, or in Delibirdy’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that Delibirdy provides any additional amounts, beyond those described above, to the Third Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about your Third Party Provider.
The Services and all rights therein are and shall remain Delibirdy’s property or the property of Delibirdy’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Delibirdy’s company names, logos, product and service names, trademarks or services marks or those of Delibirdy’s licensors.
CLAIMS OF COPYRIGHT INFRINGEMENT.
Delibirdy respects the intellectual property rights of others and has implemented a copyright policy in accordance with the Digital Millennium Copyright Act and other relevant laws. Delibirdy will respond to valid notices of copyright infringement and reserves the right to terminate any users, at our sole discretion and without notice, who repeatedly infringe copyrights or other intellectual property rights of others.
If you believe any content posted or made available on the Delibirdy Services constitutes infringement of your copyright rights, you may send a written notice of infringement to Delibirdy’s designated Copyright Agent using the contact information listed below. In your notice, please specify the nature of the copyright infringement and include the following information: (a) an electronic or physical signature of the owner of the copyright in question or a person authorized to act on behalf of the owner of the copyright; (b) a description of the claimed infringing material as well as identification of the claimed infringing material, including the location of such material on the Delibirdy Services (e.g., the URL of the claimed infringing material if applicable or other means by which we may locate the material); (c) complete contact information, including the name of the owner of the copyright and your name, title, address, telephone number, and email address; (d) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (e) a statement, made under penalty of perjury, that the information provided in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner.
You may not assign or transfer these Terms in whole or in part without Delibirdy’s prior written approval. You give your approval to Delibirdy for it to assign or transfer these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Delibirdy’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Delibirdy or any Third Party Provider as a result of the contract between you and Delibirdy or use of the Services.
If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In these Terms, the words “including” and “include” mean “including, but not limited to.”
THE SERVICES ARE PROVIDED “AS IS” AND “AS `AVAILABLE.” DELIBIRDY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, DELIBIRDY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. DELIBIRDY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF PERSONAL SHOPPERS, THIRD PARTY PROVIDERS, OR RETAILERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, ANY SERVICES PROVIDED BY PERSONAL SHOPPERS OR THIRD PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, REMAINS SOLELY WITH YOU. YOU AGREE THAT NEITHER DELIBIRDY NOR ITS AFFILIATES, RETAIL PARTNERS, LICENSORS, OR SUPPLIERS IS RESPONSIBLE FOR THE FITNESS OR CONDUCT OF ANY PERSONAL SHOPPER OR THIRD PARTY PROVIDER OR FOR ANY SERVICES PROVIDED BY ANY PERSONAL SHOPPER OR THIRD PARTY PROVIDER. NEITHER DELIBIRDY NOR ITS AFFILIATES, RETAIL PARTNERS, LICENSORS, OR SUPPLIERS WILL BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH THE ACTS OR OMISSIONS OF ANY PERSONAL SHOPPER OR THIRD PARTY PROVIDER.
If you have a dispute with one or more Personal Shoppers or Third Party Providers, you agree to release Delibirdy (including our affiliates, and each of our respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes.
LIMITATION OF LIABILITY.
IN NO EVENT SHALL DELIBIRDY (INCLUDING OUR AFFILIATES, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, RETAIL PARTNERS, LICENSORS, AND SUPPLIERS) BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR THESE TERMS, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO PHYSICAL DAMAGES, BODILY INJURY, DEATH AND/OR EMOTIONAL DISTRESS AND DISCOMFORT) ARISING OUT OF YOUR USE OF THE SERVICES, ANY SERVICES PROVIDED BY PERSONAL SHOPPERS OR THIRD PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU.
DELIBIRDY, ITS AFFILIATES, RETAIL PARTNERS, LICENSORS, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, ANY SERVICES PROVIDED BY PERSONAL SHOPPERS OR THIRD PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU.
JURISDICTION AND APPLICABLE LAW.
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