Last updated: April, 2019
This Terms of Service (“Terms”, “Terms of Service”) constitutes a legally binding agreement (“Agreement”) between you (“Customer”, “Diner”, “user”, “you”, or “your”, ) and Speare Solutions, LLC. doing business as TiffinClub (“TiffinClub”, “us”, “we”, or “our”). Please carefully read Terms before using the www.tiffinclub.co website, and all other features, services, and communications operated or provided by TiffinClub (collectively, the “Service”).
Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the Terms then you do not have permission to access the Service. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, PLEASE DO NOT USE THE SERVICE AND EXIT IMMEDIATELY.
TiffinClub is a service that connects Diners to one or more food suppliers (“Food Suppliers”) that prepare and package food (“Meal”). Diners are able to opt-in (“Opt-In”) or opt-out (“Opt-Out”) via a website or automatic text messaging system by a certain time everyday (“Cutoff Time”). The Meals are then delivered during the designated delivery time (“Delivery Window”) by our delivery providers (“Delivery Provider”).
TiffinClub itself is not a restaurant, catering service, or food preparation entity. TiffinClub is not involved in, nor it is responsible for the preparation, safety or qualify of any Meal, or for verifying the accuracy of any descriptions or representations made by Food Suppliers regarding ingredients or the Meals. We work with the Food Suppliers who offer, prepare and package the Meals. Our Food Suppliers are required and responsible for complying with federal, state, and local laws and rules in regards to the preparation of food.
TiffinClub itself is not performing the delivery of the Meals. This is done by our Delivery Providers. Our Delivery Providers are required to comply with federal, state, and local laws including, without limitation, traffic laws. TiffinClub shall not be liable or responsible for services provided by Delivery Providers or any subcontractors of Delivery Providers, or any errors made by them.
Diners can access TiffinClub through a website portal (at www.tiffinclub.co) (“Website Portal”) or through a text message interface (“Texting Interface”).
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
Meals are prepared and packaged by third party Food Suppliers. TiffinClub is not responsible for the accuracy of the information of Meals delivered to Customer. Customer should be advised that Meals may be prepared in facilities using the same equipment that’s used to prepare other allergens and contaminants.
TiffinClub shall not be liable for any illness, health problem, or other damages that may result from your order or the consumption of any Meals purchased through TiffinClub.
All deliveries made through TiffinClub are fulfilled through our Delivery Providers. Though our Delivery Providers are instructed to meet the Delivery Window, TiffinClub is not liable or responsible for any missed Delivery Windows.
Pricing and Payment Information
Users have to create an account and subscription to access the TiffinClub Service (“Subscription”). For every Meal that a Diner Opts-In to, they will be charged a per-meal fee (“Meal Fee”).
You will be asked to supply certain information relevant to your Subscription including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information (collectively, “Payment Information”).
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Subscription; and that (ii) the Payment Information you supply to us is true, correct and complete.
Meal Fees will be charged for each Meal that you Opt-In to.
In order to cancel your account and terminate authorization, you must email email@example.com informing us that you would like to cancel your Subscription (“Cancellation”).
We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Notwithstanding termination or cancellation, Customer will continue to receive marketing communication from TiffinClub until Customer opts out of such marketing communication through the unsubscribe link in emails received.
TiffinClub and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Service and in all trade names, trademarks, and service marks associated or displayed with the Service. You will not remove, deface, or obscure any of TiffinClub’s copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Service. You may not reverse engineer, reverse compile, or otherwise reduce to human readable form any software associated with the Service.
These Terms shall be governed and construed in accordance with the laws of California , United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between you and us regarding our Service, and supersede and replace any prior agreements we might have had with you regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. When a change is made, we will let you know by posting revised Terms on the website, or through other communication. All changes are effective immediately upon posting, and apply to all access and use of the Services thereafter. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
We also reserve the right to discontinue all or any part of the Service at any time, without notice, and in our sole discretion. Any of the materials we provide may be out of date at any given time, and we are under no obligation to update such material.
MEALS ARE OFFERED AND PROVIDED BY THIRD PARTIES VIA THE WEBSITE PORTAL, AND NOT BY TIFFINCLUB. WHEN YOU ORDER A MEAL ON THE WEBSITE PORTAL, YOU ARE PURCHASING MEALS FROM THE APPLICABLE FOOD SUPPLIER SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL TIFFINCLUB BE LIABLE FOR ANY ACT, REPRESENTATION, OR FAILURE TO ACT BY ANY FOOD SUPPLIER OR DELIVERY PROVIDER, INCLUDING WITHOUT LIMITATION, IN CONNECTION WITH THE SELECTION, DELIVERY AND CONSUMPTION OF THE MEAL.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE INFORMATION, CONTENT, PRODUCTS, MEALS SOLD THROUGH THE SERVICE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND FITNESS FOR PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NEITHER TIFFINCLUB NOR ANY PERSON ASSOCIATED WITH TIFFINCLUB MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER TIFFINCLUB NOR ANYONE ASSOCIATED WITH TIFFINCLUB REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, UPDATED, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEB SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS, REQUIREMENTS OR EXPECTATIONS. TIFFINCLUB DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
THE FOREGOING DOES NOT AFFECT ANY IMPLIED WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW OR YOUR JURISDICTION SO THE THESE DISCLAIMERS AND EXCLUSIONS MAY THEREFORE NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
LIMITATION OF LIABILITY
TiffinClub does not assume any responsibility, nor will we be liable, for any damages to, or any viruses that may infect your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing this Services, or your downloading of any information or materials from this Services. IN NO EVENT WILL TIFFINCLUB, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OFFICERS OR DIRECTORS OR SUCCESSORS OR ASSIGNS BE LIABLE TO YOU OR ANY ONE ELSE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, SERVICES, CONTENT, PRODUCTS, AND/OR THE PURCHASE AND/OR CONSUMPTION OF ANY MEALS AND RELATED ITEMS PURCHASED THROUGH THE PLATFORM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU SPECIFICALLY ACKNOWLEDGE THAT TIFFINCLUB SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
IN THE EVENT OF ANY PROBLEM WITH THE PLATFORM, SERVICES, PRODUCTS OR CONTENT RELATED THERETO, YOUR SOLE REMEDY IS TO CEASE USING THE SERVICES. IN THE EVENT OF ANY PROBLEM WITH THE MEALS OR RELATED ITEMS PURCHASED THROUGH THE PLATFORM, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS TO SEEK A REFUND OF THE MONIES PAID FOR ANY MEAL OR RELATED ITEMS PURCHASED ON THE PLATFORM. IN NO EVENT SHALL TIFFINCLUB’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATOR OF (A) FIVE HUNDRED DOLLARS (US $500.00) OR (B) THE MONIES PAID FOR THE MEAL AND/OR RELATED ITEMS GIVING RISE TO YOUR CLAIM.
THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW, AND DO NOT APPLY TO LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
ASSUMPTION OF RISK, INDEMNIFICATION AND RELEASE
YOU, THE CUSTOMER, AND (IF APPLICABLE) ON BEHALF OF YOUR GUESTS OR OTHER PERSONS, KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE SERVICES.
YOU, ON BEHALF OF YOURSELF, AND (IF APPLICABLE) YOUR GUESTS AND OTHER PERSONS, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY TIFFINCLUB AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) ACCESS TO OR USE OF THE SERVICES OR CONTENT OR YOUR USER CONTENT, INCLUDING ANY DATA OR CONTENT TRANSMITTED OR RECEIVED BY YOU, (II) VIOLATION OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, YOUR BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES, (III) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY RIGHT OF PRIVACY OR INTELLECTUAL PROPERTY RIGHTS, (IV) YOUR VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION, (VI) YOUR WILLFUL MISCONDUCT; OR (VI) ANY OTHER PARTY’S ACCESS AND USE OF THE SERVICE WITH YOUR UNIQUE USERNAME, PASSWORD OR OTHER APPROPRIATE SECURITY CODE.
California Civil Code Section 1542. THE RELEASES CONTAINED WITHIN THESE TERMS, INCLUDING IN THIS SECTION AND THE SECTION ENTITLED ‘DISPUTE RESOLUTION’, ARE INTENDED TO APPLY TO ALL CLAIMS NOT NOW KNOWN OR SUSPECTED TO EXIST WITH THE INTENT OF WAIVING THE EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Binding Arbitration Agreement
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM TIFFINCLUB.
You and TiffinClub agree that any dispute between you and TiffinClub arising out of or relating to these Terms or the breach, violation, use, non-performance, enforcement, or validity of the Services (collectively “Disputes”) shall be settled by binding arbitration, except that each party reserves the right to: (i) seek injunctive or other equitable relief by a court of competent jurisdiction to prevent the actual or threatened infringement or violation of a party’s intellectual property rights. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
Dispute Resolution Process and Arbitration
For any Dispute with TiffinClub, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally, including by scheduling phone calls and meetings with authorized Customer from you and us. In the unlikely event that TiffinClub has not been able to resolve a dispute it has with you after ninety (90) days, both we and you agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. The arbitration will be conducted in San Francisco County, California, unless you and TiffinClub agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing TiffinClub from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of Our data security, intellectual property rights or other proprietary rights.
All legal notices related to a claim for arbitration may be sent to: email@example.com
Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ CUSTOMER CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU, AND (IF APPLICABLE) ON BEHALF OF YOUR GUESTS AND YOUR OTHER PERSONS, AGREE THAT, BY ENTERING INTO THESE TERMS, YOU, AND (IF APPLICABLE) YOUR GUESTS AND YOUR OTHER PERSONS, AND TIFFINCLUB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
Changes to Dispute Resolution Provisions
Notwithstanding the provisions of the “Changes to Terms of Service” section above, any changes to the “Binding Arbitration Agreement,” “Dispute Resolution Process and Arbitration” or “Class Action/Jury Trial Waiver” section will not apply to any disputes for which the parties have actual notice on or before the date the change is posted.
Neither TiffinClub nor You shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power or telecommunications surge or failure, water, acts of God, war, revolution, terrorism, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, food preparation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
General and Waiver and Severability
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms and all incorporated agreements may be automatically assigned by TiffinClub in Our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by You or others does not waive Our right to act with respect to subsequent or similar breaches. These Terms set forth the entire understanding and agreement between you and us with respect to the subject matter hereof. The following terms shall survive expiration or termination of these Terms:” “Payments,” “Termination”, “Data Backup”, “Limitation of Liability”, “Assumption of Risk and Indemnity and Release,” and “Governing Law and Arbitration.”
If you have any questions about these Terms, please contact us at firstname.lastname@example.org
PLEASE NOTE THAT BY USING THE SERVICES YOU ARE AGREEING TO BE BOUND BY AND TO COMPLY WITH THE TERMS DESCRIBED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SERVICES AND EXIT IMMEDIATELY.