Guy & Gallard Market
Terms of Use
IMPORTANT- THESE TERMS OF USE CONTAIN A
MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION
THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE
DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
THE TERMS AND CONDITIONS OF THESE TERMS OF
USE (THE “AGREEMENT”) SET FORTH BELOW GOVERN YOUR USE OF THE GUY & GALLARD
MARKET WEBSITE AND/OR MOBILE APPLICATIONS (COLLECTIVELY, THE “PLATFORM”) AND
E-COMMERCE AND OTHER SERVICES AVAILABLE ON AND THROUGH THE PLATFORM (THE
“SERVICES”). THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“YOU” OR “YOUR”)
AND GUY & GALLARD MARKET AND GOVERN YOUR ACCESS TO, AND USE OF, THE
PLATFORM AND THE SERVICES. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS
AGREEMENT, DO NOT ACCESS OR OTHERWISE USE THIS PLATFORM OR THE SERVICES, OR ANY
INFORMATION ON OR RELATED TO THIS PLATFORM OR THE SERVICES. BY CLICKING THE BOX
TO USE THE PLATFORM OR THE SERVICES OR USING THIS PLATFORM OR THE SERVICES, YOU
AGREE TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW.
Overview
This Agreement is a legal agreement with Guy
& Gallard Market, located at 120 E 34th St, New York, NY 10016,
USA and you.
This Agreement governs Guy & Gallard
Market’s relationship with you. To the extent stated below, this Agreement also
governs each party’s relationship with other parties with whom those parties
transact utilizing the Services, and all such parties remain free to have
additional agreements and terms between themselves as they may agree in
writing, provided that no such additional terms shall be interpreted to conflict
with or supersede this Agreement with respect to Guy & Gallard Market
specifically.
Guy & Gallard Market provides online and
mobile technology that connects Customers, Stores, and Delivery Persons. Using
the Platform and Services, Customers place purchase orders for grocery products
that are available to purchase online on the Platform. Items purchased online
are available for pickup or delivery.
If you submit orders through a third-party
site or application, such as GrubHub or DoorDash, you may be required to have
an account with such third party and may be transferred to such third party’s
website or application to complete transactions. Any orders submitted through
such third-party sites or applications are solely between you and the
applicable third party, not Guy & Gallard Market. This Agreement does not
apply to orders placed through a third party’s website or application. If you
use a third party’s website or application for an order from one of our stores,
you will be subject to the terms and policies posted by that third party and we
are not responsible for those terms or policies or acts or omissions of those third
parties.
Terms
Parties. All parties to this Agreement are independent contractors with
respect to one another, such that no party exercises control over any other
party or has any liability or responsibility for any other party.
Third-Party Service Providers. Guy &
Gallard Market in partnership with its service providers (“Third-Party Service
Providers”) provides information and online methods for Customers to purchase
and obtain delivery of products. Third-Party Service Providers do not provide
any items for online sales but do provide the necessary infrastructure in order
to provide customers of the Services a method to order items available online
and provide delivery services.
Customers. Customers utilize the
Services to purchase products from Stores and to obtain delivery of such
products from Delivery Persons. Customers do not control and have no liability
or responsibility for any Store or Delivery Person, or for Guy & Gallard
Market.
Stores. Stores are Guy & Gallard
Market’ stores and/or warehouses that showcase and sell consumer products to
Customers via the Platform and Services. Stores fulfill orders for Customers
unless specified otherwise. Stores do not themselves provide delivery services
unless the Store expressly advises the Customer otherwise. Stores may provide
Customers with pick-up options in each Store’s discretion.
Delivery Persons. Delivery Persons
utilize Guy & Gallard Market’ Third-Party Service Providers’ services, to
independently select and execute delivery jobs to deliver products that
Customers purchase on the Platform in exchange for a fee from the Third- Party
Service Provider. Delivery Persons do not themselves provide products. Delivery
Persons are independent contractors to Guy & Gallard Market’ Third-Party
Service Providers and are not engaged in any employment or agency relationship
with Guy & Gallard Market, Stores, or Customers.
Mobile
Applications. With respect to the mobile versions
of the Platform, you will only use the Platform and Services (i) on an Apple-branded
product that runs the iOS (Apple’s proprietary operating system) or a product
that runs on Android; and (ii) as permitted by applicable “Usage Rules” set
forth in the Apple App Store Terms of Use or the Google Play Terms of Use. With
regard to your use of the iOS version of the Platform and Services, you
acknowledge and agree that (i) this Agreement is an agreement between you and Guy
& Gallard Market only, and not Apple, and (ii) Guy & Gallard Market,
not Apple, is solely responsible for the Platform and Services and content
thereof. Your use of the Platform and Services must comply with the App Store
Terms of Use. You acknowledge that Apple has no obligation whatsoever to
furnish any maintenance and support services with respect to the Platform or
the Services. In the event of any failure of the Platform or the Services to
conform to any applicable warranty, you may notify Apple, and Apple will refund
the purchase price for the Platform and Services (if any) to you and to the
maximum extent permitted by applicable law, Apple will have no other warranty
obligation whatsoever with respect to the Platform or the Services. As between Guy
& Gallard Market and Apple, any other claims, losses, liabilities, damages,
costs or expenses attributable to any failure to conform to any warranty will
be the sole responsibility of Guy & Gallard Market, subject to this
Agreement. You and Guy & Gallard Market acknowledge that, as between Guy
& Gallard Market and Apple, Apple is not responsible for addressing any
claims you have or any claims of any third party relating to the Platform or
the Services or your possession and use of the Platform or the Services,
including, but not limited to: (i) product liability claims; (ii) any claim
that the Platform or the Services fails to conform to any applicable legal or
regulatory requirement; and (iii) claims arising under consumer protection or
similar legislation. You and Guy & Gallard Market acknowledge that, in the
event of any third-party claim that the Platform or the Services or your
possession and use of the Platform or the Services infringe that third party’s
intellectual property rights, as between Guy & Gallard Market and Apple, Guy
& Gallard Market, not Apple, will be solely responsible for the
investigation, defense, settlement and discharge of any such intellectual
property infringement claim to the extent required by, and subject to, this
Agreement. You and Guy & Gallard Market acknowledge and agree that Apple,
and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as
related to your license of the Platform or the Services, and that, upon your
acceptance of the Terms of Use and conditions of this Agreement, Apple will
have the right (and will be deemed to have accepted the right) to enforce this
Agreement as related to your license of the Platform or the Services against
you as a third-party beneficiary thereof.
As-Is. Unless agreed otherwise in writing by the party providing the
product or service, all products and services are provided "as is",
and without warranties of any kind.
Privacy. In accordance with Guy & Gallard Market’ Privacy Notice, by
using the Services, you consent to the collection, sharing, and use of
personally identifiable information you provide to Guy & Gallard Market.
Accounts. You must register for an account and provide information about
yourself to use the Services, such as profile and payment information. You are
responsible for providing accurate information, for maintaining the
confidentiality of their own account and password (including for example any
third-party login password such as Google), and for any activities occurring
under or through their account. If you have a reasonable belief that your
account integrity or privacy has been jeopardized, they must immediately notify
the Services through the contact page. You shall not create multiple accounts.
Accuracy
of Information. While Guy & Gallard Market and
the Stores endeavor to provide accurate product information, you should know
that product information accessed through the Platforms is obtained from
information made by product manufacturers and producers; on occasion, they may
change their labels or ingredient lists; and actual product packaging and
materials may contain more and/or different information than that shown on the
Platforms. Accordingly, you should not rely solely on the product information
presented on the Platforms, but should always read carefully the labels,
warnings, and directions before using or consuming a product and contact the
product manufacturer or producer directly for any questions. Guy & Gallard
Market and the Stores do not assume any liability for inaccuracies,
misstatements, or omissions related to any product information listed on the
Platforms. In addition, even though we make an effort to describe and display
our products and services accurately on the Platforms, products on the Platform
may be mispriced, described inaccurately, or unavailable and we may experience
delays in updating information on the Platforms and in our advertising on the
Platforms.
Intellectual
Property License. The Services and the Platform are
owned by Guy & Gallard Market, and all rights are reserved to Guy &
Gallard Market. Guy & Gallard Market grants to each party using the
Services a limited, revocable, non-transferable license to use the Services on
appropriate and compatible devices that the party owns or controls solely for
its personal use. You shall not (1) modify, replicate, distribute, share, or
otherwise cause the Platform or the Services to be made available to multiple
devices simultaneously, or (2) sell, transfer, redistribute, or sublicense the
Services or the Platform.
Service
Limitations and Requirements.
Customers must be at
least eighteen years old to utilize the Services.
Alcohol purchases can
only be dropped off with a person aged 21 or older. For alcohol purchases, you
represent and warrant that you are age 21 or older. For alcohol purchases, the
Delivery Person reserves the right to refuse delivery where the recipient
cannot provide proper Identification matching the order and showing legal age.
Valid forms of identification must include photo identification, such as a
valid driver license; a passport, or (iii) a valid Armed Forces ID card.
Delivery Persons may also refuse to deliver alcohol to anyone visibly
intoxicated or otherwise presenting an observable danger to themselves or
others.
Alcohol and tobacco
deliveries may be limited in some markets and locales.
You agree not to modify,
create derivative works of, sell, license or in any way exploit Guy &
Gallard Market, the Platform or the Services. You agree not to reproduce,
distribute, publish, stream or broadcast any part of the Services without prior
written authorization from Guy & Gallard Market.
The parties agree not to
circumvent or attempt to circumvent any security or other features of the
Services or the Platform designed to limit access.
The parties agree not to
harvest or mine content from the Platform or otherwise access or use the
Services inconsistently.
Representations.
By using the Platform or the Services, you
represent that you are at least eighteen (18) years old; you are in good
standing with the Services (i.e., no previous suspensions of service with Guy
& Gallard Market); and you will comply with and all applicable laws and
regulations for your jurisdiction; if you are using the Services on behalf of
an organization or entity, then you represent that you have authority to agree
to this Agreement on behalf of that organization or entity. You agree that the
information you provide to the Services is accurate and that you will keep it
up to date at all relevant times.
Payments. The Services will process your payment information as a Customer to
make payments for your orders. You will be prompted to confirm payments before
submitting your order finally to Guy & Gallard Market. Unless otherwise
agreed mutually in writing, all payments are non-refundable. There may be a fee
or surcharge to the party requesting or utilizing the service, and such fees
and surcharges may change over time in Guy & Gallard Market’s discretion.
You are encouraged to check Guy & Gallard Market’ current statement of fees
for up-to-date information before executing new orders.
Customers submitting
payment information to the Services authorize Guy & Gallard Market and its
Third-Party Service Providers to process payments for orders according to the
payment method specified in the Customer account. New payment methods and
certain existing payment methods (i.e., credit card) may incur a temporary
pre-authorization hold prior to Guy & Gallard Market’ verification of the
Customer’s account and available credit or balance for the intended purchase.
Upon completion or cancellation of the Customer’s order, the pre-authorization
hold is lifted within approximately 2-4 business days, depending on the
Customer’s account holder.
Refunds. Refunds, credits, and order changes are processed by the Services
on a case-by-case basis in the discretion of Guy & Gallard Market. Guy & Gallard Market‘ policy is to
diligently and with good faith assist Customers in processing these requests.
This refund policy always applies regardless of any disruptions or downtime in
the Services for any reason whatsoever.
Returning Items To A Store. Stores and Delivery Persons give the original receipt to the
Customer. Delivery Persons are not obligated to return items to a Store for a
Customer; however, Delivery Persons are free to independently agree to do so
for a Customer subject to the Delivery Person’s agreement with the Third-Party
Service Provider.
Order Changes. Customers
acknowledge that after placing an order through Guy & Gallard Market, the
order may be processed quickly by a Store and Delivery Person. Once an order is
in process, it may not be changed without the consent of the Store and Delivery
Person where applicable.
Surcharge. Canceled orders
may incur a surcharge. Customers are encouraged to check Guy & Gallard
Market’ current statement of fees and cancellation policies.
Store
Pricing. Stores are required to provide up-to-date
and accurate pricing to Customers through the Platform. If the product has
already been purchased and delivered to the Customer (or is in the process of
delivery by the Delivery Person), then the Store agrees to abide by the pricing
then published on the Platform.
Store
Inventory and Offers. The Services monitor
inventory data to ensure its accuracy before uploading to the Platform and
after uploading while it is being showcased to Customers but some items may
still be unavailable even if the Services indicate the item is available. Guy
& Gallard Market may change or terminate any of the services, programs,
promotions, and/or other offers, deals, coupons, and/or specials (collectively,
"Offerings") described or offered through the Platform at any time without
notice to you. Not all products are available at all of our stores or for
online ordering or at all times. Some or all of the Offerings or products may
not be available in your location (or your delivery or preferred pickup
location). You shall not misuse or reproduce Offerings, such as by creating
multiple accounts to use the same Offering.
Customer
Specifications. When purchasing a product,
Customers have the option to make comments & specifications (i.e., “large
ripe tomatoes please”) and also replacement options (i.e., ‘If no organic
free-trade shade-grown bird-friendly coffee, then regular organic coffee’).
Stores and Delivery Persons will use reasonable efforts to read and attempt to
fulfill Customer comments and specifications, but Guy & Gallard Market makes
no guarantees regarding the fulfillment of such comments and specifications.
Customers agree to be reasonable with Delivery Persons and Stores in all
parties’ requests. Please note that any request is subject to availability.
Communications.
Guy & Gallard Market may provide your contact
information to a particular Store or Delivery Person solely for the purposes of
communication regarding a transaction or order. The Store and/or Delivery
Person is responsible for maintaining the privacy of your contact information,
including but not limited to refraining from selling the contact information or
using it for future promotional purposes.
By agreeing
to this Agreement, you agree that all communications from us relating to your
use of or access to the Platform may be provided or made available to you
electronically by email, “in-Platform” messaging or by posting a communication
on the Platform or via text or phone as set forth below. Your consent to
receive communications and do business electronically, and our agreement to do
so, applies to all your interactions and transactions with us and our agents
concerning your Platform usage and access.
For purposes
of the Services operations or a specific transaction, you agree to receive text
messages and phone calls at the phone number provided to the Services, and also
emails to the email address provided to the Services, and also written
correspondence to the address provided to the Services. Such communications may
be sent by Guy & Gallard Market and its Third-Party Service Providers and
Delivery Persons. You will not be able to use the Services without agreeing to
receive such communications.
For purposes
of promotional communications, you may opt-out of promotional communications
from Guy & Gallard Market at any time. Otherwise, you may receive text
messages, emails, or written communications to the contact information
provided.
For text messages, you
can limit your receipt of push notifications by adjusting the settings of your
mobile device. We may send four or fewer text messages per month unless
otherwise noted at the time of opt-in. You may opt-out of receiving text
messages at any time by replying "STOP" to the message. You may
receive one confirming text. Message and data rates may apply.
For email messages, we
may send ten or fewer email messages per month. You may opt-out of email
messages at any time by following the instructions in the email.
Off-Platform
Links. The Services may contain links to
third-party websites and services, such as recipe providers, DoorDash or
GrubHub or other delivery partners. Guy & Gallard Market is not responsible
for and does not specifically endorse or accept any responsibility for the
contents or use of these third-party websites. Guy & Gallard Market
provides these links as a convenience only, and the inclusion of any link does
not imply endorsement by Guy & Gallard Market. It is each party’s
responsibility to take precautions to ensure that whatever they select for
their own use is suitable for their own needs and free of viruses or other
harmful items.
Delivery
Fees. The Customer acknowledges that delivery fees
will apply as will be displayed in your account and checkout.
Tips.
Customers are free and encouraged to give monetary tips to Delivery Persons.
Such tips are solely the income of the Delivery Person and are not received or
accounted in any manner by the Services or Stores.
User
Submissions. Except where expressly provided
otherwise by Guy & Gallard Market, all comments, feedback, information or
content submitted to the Services through or in association with the Services
(“Submissions”) shall be considered non-confidential, and Guy & Gallard
Market shall be free to use such Submissions on an unrestricted basis or as
provided by an agreement with Guy & Gallard Market.
Each party
making Submissions grants Guy & Gallard Market a royalty-free, perpetual,
irrevocable, transferable, sublicensable, worldwide, nonexclusive license under
all rights necessary to incorporate and use the Submissions for any reasonable
purpose.
Nonpayment. If payment for purchases on a Customer’s account is delinquent,
your account information may be sent to a collection agency/debt collector and
you may be subject to a collection action, and payment of collection related
fees and costs. If you have questions regarding an outstanding balance on your
account, please contact us.
Delivery.
The Customer is responsible for providing the
Delivery Person with access to the Customer’s designated delivery location.
Delivery Persons are entitled to rely upon their reasonable interpretation of
the description of the Customer’s delivery location.
If a Customer requires delivery to a person
at a location, then the Delivery Person may only drop off the goods with a
person at Customer’s designated location. If a person is not present at the
designated delivery location when the Delivery Person arrives to complete the
delivery, then the Delivery Person may either (1) attempt to contact the
Customer to schedule delivery at a later time, or (2) return the order to the
Store so that Customer can pick up at Customer’s earliest opportunity within a
reasonable time – and in either case, Guy & Gallard Market reserves the
right to charge the Customer the full amount of the Order, along with a
redelivery surcharge.
If a Customer allows drop-off to an unmanned
location, then the Delivery Person may drop off the goods at the Customer’s
designated location. Delivery Person may take a photo of the dropped off order
and upload to the Services for Customer’s convenience as proof of delivery.
Guy & Gallard Market will use reasonable
efforts to have deliveries made by the dates and times indicated in the
Services for a particular order. Otherwise, delivery times are governed by
general standards of reasonableness.
If goods are damaged in transit, the party
that assumes the risk of damaged goods is Guy & Gallard Market provided
that (i) if the damage is apparent at the time of delivery, the damage is
identified by the Customer at the time of delivery by the Customer notifying
the Delivery Person or (ii) if the damage is not apparent at the time of
delivery but after unpacking the delivery, Customer promptly notifies Guy &
Gallard Market.
Intellectual
Property. All information, documents, logos,
graphics, images, software and other materials provided on this Platform is the
intellectual property of Guy & Gallard Market, and third parties where
applicable, (“Content”). All trademarks, service marks, logos, trade names, and
trade dresses in or on the Platform, whether registered or unregistered, are
proprietary to Guy & Gallard Market. You may not use, reproduce, or
otherwise display any such trademarks, service marks, logos, trade names or
trade dresses without the prior written consent of Guy & Gallard Market or
the appropriate owner thereof. There are no implied rights. Except as permitted
herein or otherwise agreed in writing, Content on the Services may not be
copied, republished, mirrored, or transmitted without the express written
permission of Guy & Gallard Market and/or the applicable third party. Where
access is permitted, Guy & Gallard Market grants you permission to display,
copy, download, and distribute for informational purposes the Content provided
to you, so long as the appropriate copyright attribution is given to Guy &
Gallard Market and/or applicable third parties. See the contact information
below if you have any questions about such access or attribution. This
permission terminates automatically if you breach any of the terms of this
Agreement. Upon termination, you agree to immediately delete or discard any
downloaded Content in your possession. Except where expressly allowed herein by
Guy & Gallard Market and/or the applicable third party, nothing on the
Services shall be construed to confer any license or sale under any of Guy
& Gallard Market’s or any of third party’s intellectual property rights.
Parties utilizing the Services acknowledge sole responsibility for obtaining
any such licensure rights through the appropriate channels. Please see the
contact information below if you have any questions about obtaining licenses
from Guy & Gallard Market.
Disclaimers.
THE PLATFORM
AND THE SERVICES ARE PROVIDED “AS IS,” AND GUY & GALLARD MARKET DISCLAIMS
ALL EXPRESS AND IMPLIED REPRESENTATIONS, WARRANTIES, AND GUARANTEES, TO THE
FULLEST EXTENT ALLOWED BY LAW, INCLUDING WITHOUT LIMITATION WITH REGARD TO
TIMELINESS, SECURITY, QUALITY, AVAILABILITY, SUITABILITY, ACCURACY, AND
COMPLETENESS. THIS DISCLAIMER APPLIES ALSO TO CONTENT, SERVICE, AND CONSUMER
PRODUCTS PROVIDED BY OTHER PARTIES.
GUY &
GALLARD MARKET RELIES UPON STORES AND CONSUMER PRODUCT LABELS TO PROVIDE
ACCURATE DIETARY INFORMATION, ALLERGEN WARNINGS, AND GENERAL PRODUCT SAFETY
INFORMATION AND DOES NOT ACTUALLY WARRANT THAT ANY SUCH INFORMATION IS
ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. RATHER, ALL CONTENT IS ONLY
PROVIDED FOR INFORMATIONAL GUY & GALLARD MARKET IS SOLELY AT THE RISK OF
PERSONS USING OR OTHERWISE HANDLING THE CONSUMER PRODUCTS.
GUY &
GALLARD MARKET DOES NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY
CONSUMER PRODUCT, AND GUY & GALLARD MARKET WILL NOT BE A PARTY TO OR IN ANY
WAY MONITOR ANY TRANSACTION BETWEEN CUSTOMERS OR THIRD PARTIES.
DELIVERY
PERSONS ARE SOLELY RESPONSIBLE FOR MANAGING THEIR OWN VEHICLES, AND TRAVELLING
PROPERLY, SAFELY, AND SECURELY. GUY
& GALLARD MARKET DOES NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR
ANY DELIVERY PERSON, AND GUY & GALLARD MARKET WILL NOT BE A PARTY TO OR IN
ANY WAY MONITOR ANY DELIVERY SERVICE.
Limitation of Liability.
TO THE FULLEST EXTENT ALLOWED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL
THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL GUY & GALLARD MARKET
BE LIABLE TO YOU, ANY PARTY OR TO ANY OTHER PERSON FOR LOSS OF PROFITS, LOSS OF
GOODWILL, PUNITIVE DAMAGES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, OR DAMAGES FOR NEGLIGENCE OF ANY CHARACTER INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOSS OF DATA,
COMPUTER OR NETWORK FAILURE OR MALFUNCTION, OR FOR ANY OTHER DAMAGE OR LOSS. IN
NO EVENT SHALL GUY & GALLARD MARKET’S TOTAL LIABILITY EXCEED THE CUSTOMER’S
COST OF THE ORDER AT ISSUE, OR $500, WHICHEVER IS LESS.
ASSUMPTION OF RISK AND RELEASE OF LIABILITY. CUSTOMERS UNDERSTAND THAT BY USING DELIVERY PERSONS, THEIR ITEMS MAY
BE EXPOSED TO SITUATIONS THAT ARE POTENTIALLY DANGEROUS, HARMFUL, UNSAFE OR
OTHERWISE OBJECTIONABLE, AND THAT THE CUSTOMER CHOOSES TO USE THE SERVICES AND
ENGAGE DELIVERY PERSONS AT THEIR OWN RISK. EACH PARTY EXPRESSLY WAIVES AND
RELEASES GUY & GALLARD MARKET FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES
ARISING FROM OR IN ANY WAY RELATED TO DELIVERY PERSONS. GUY & GALLARD MARKET DOES NOT INDEPENDENTLY
VERIFY OR ASSESS THE CHARACTER, SKILL, QUALITY, OR SAFETY OF DELIVERY PERSONS
NOR DOES GUY & GALLARD MARKET INDEPENDENTLY VERIFY OR ASSESS THE LEGALITY
OF THE CONSUMER PRODUCTS PROVIDED BY STORES. GUY & GALLARD MARKET IS NOT
RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF DELIVERY PERSONS. GUY & GALLARD MARKET WILL NOT BE A PARTY
TO DISPUTES OR NEGOTIATIONS OF DISPUTES, BETWEEN CUSTOMERS, DELIVERY PERSONS,
OR THIRD PARTIES. EACH PARTY ASSUMES RESPONSIBILITY FOR THEIR OWN CONDUCT AND
FULLY ASSUMES THE RISK OF THEIR OWN DECISIONS.
Legal
Compliance. It is each party’s responsibility to
use the Services solely for lawful purposes. In this respect a party may not,
without limitation (a) intercept or monitor any equipment that is not their
own; (b) use any type of spider, virus, worm, trojan-horse, time bomb or any
other codes or instructions that are designed to distort, damage, unreasonably
delete or disassemble Content, the Platform or the Services ; (c) cause or
intend to cause unfair embarrassment or distress to, or to unfairly threaten,
harass, or harm anyone. Guy & Gallard Market operates this Platform from New
Yorkand makes no representation that the Content is available for use outside
the United States of America. If a party accesses this Platform from another
location, it is by their own initiative and it is their own responsibility to
comply with the laws of their jurisdiction, as well as any applicable
import/export laws.
Indemnification.
You (‘Responsible Party’) shall defend and
indemnify Guy & Gallard Market and its agents (at Guy & Gallard Market’
option) against any allegation, claim, lawsuit (“Claim”) made or brought
against Guy & Gallard Market by another party or a third party arising out
of the Responsible Party’s use of the Platform or Services, including, without
limitation, arising out of violation of this Agreement, violation of an
intellectual property right, breach of contract, negligence, willful
misconduct, or crime. Such indemnity shall cover any damages awarded against Guy
& Gallard Market, and for reasonable attorney’s fees incurred by Guy &
Gallard Market, in connection with any such Claim; provided, that Guy &
Gallard Market promptly gives Responsible Party written notice of the Claim.
Where Responsible Party provides defense, Responsible Party shall have the
reasonable control of the defense and any settlement of the Claim (provided
that Responsible Party may not settle any Claim without Guy & Gallard
Market’ advance written consent). Guy & Gallard Market reserves the right,
at Guy & Gallard Market’ expense, to assume the exclusive defense and
control of any matter otherwise subject to indemnification under this section
(without limiting indemnification obligations hereunder) and the Responsible
Party agrees to reasonably cooperate with Guy & Gallard Market’ defense of
that claim.
Updates
and Amendments. Guy & Gallard Market may make
improvements and/or changes to the Services, and changes to the Content, at any
time and without notice. Guy & Gallard Market may amend this Agreement upon
10-days advance written notice, which amendments shall be binding on all
parties. If you do not agree with a change, your sole remedy is to cease using
the Platform and the Services.
Complete
Agreement. This Agreement, together with any
applicable written agreement between parties (i.e., Delivery Person Agreement
between Guy & Gallard Market and a Delivery Person), and the Guy &
Gallard Market Privacy Notice, represent the entire agreement and general
understanding relating to the use of the Services and supersede prior,
contemporaneous, or additional communications. Guy & Gallard Market’
current statement of fees may be amended from time to time in Guy & Gallard
Market’ discretion.
Legal
Contact Information
If you have any questions about this
Agreement, or if you would like to request permission to use any Content,
please contact us:
Guy & Gallard Market
120 E 34th St
New
York, NY, 10016
Term.
This
Agreement shall take effect when you first use the Platform or when it is
electronically accepted by a party, whichever is first.
A party may
terminate this Agreement at any time for any reason or for no reason upon
3-days advance notice, or immediately if the other party breaches the terms of
this Agreement. Upon the giving of a termination notice, an account may be
immediately suspended. Both parties agree that the opportunities presented by
this Agreement constitute adequate consideration for such a termination right.
Except as otherwise stated herein, neither party shall be responsible to the
other for any costs or damages resulting from the termination of this
Agreement.
The
provisions of this Agreement that by their nature extend beyond the applicable
expiration date or other termination of this Agreement will survive and remain
in effect until all obligations are satisfied.
Waiver.
Failure of Guy & Gallard Market to enforce a
right under this Agreement shall not act as a waiver of that right or the
ability to later assert that right relative to the situation involved.
Validity
of Provisions. If any provision of this Agreement
shall be found by a court to be void, invalid or unenforceable, the same shall
be reformed to comply with applicable law or stricken if not so conformable, so
as not to affect the invalidity or enforceability of this Agreement.
Force
Majeure. No party shall be liable to any other
party for any failure or delay in performance of its obligations under this
Agreement due to any force majeure, labor strike, adverse weather conditions,
shortage of materials, pandemic, epidemic, quarantine, war, invasion, acts of a
public enemy, governmental preemption in connection with a national emergency,
riot, laws, rules, regulations or order of governmental or military
authorities, or failure of the Internet.
Arbitration
And Class Action Waiver.
PLEASE READ THIS SECTION CAREFULLY. IT
AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and Guy & Gallard Market agree that
this Agreement affects interstate commerce and that the Federal Arbitration Act
governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted
broadly and governs any and all disputes between us, including but not limited
to claims arising out of or relating to any aspect of the relationship between
us, whether based in contract, tort, statute, fraud, misrepresentation or any
other legal theory; claims that arose before this Agreement or any prior
agreement (including, but not limited to, claims related to advertising); and
claims that may arise after the termination of this Agreement. The only
disputes excluded from this broad prohibition are the litigation of certain
intellectual property and small court claims, as provided below.
By agreeing to this Agreement, you agree to
resolve any and all disputes with Guy & Gallard Market as follows:
Initial
Dispute Resolution: Most disputes can be resolved
without resort to litigation. You can reach Guy & Gallard Market’ support
department at concordmarket@gmail.com. Except for intellectual property and small
claims court claims, the parties agree to use their best efforts to settle any
dispute, claim, question, or disagreement directly through consultation with
the Guy & Gallard Market support department, and good faith negotiations
shall be a condition to either party initiating a lawsuit or arbitration.
Binding
Arbitration: If the parties do not reach an
agreed-upon solution within a period of thirty (30) days from the time informal
dispute resolution is initiated under the Initial Dispute Resolution provision
above, then either party may initiate binding arbitration as the sole means to
resolve claims, subject to the terms set forth below. Specifically, all claims
arising out of or relating to this Agreement (including the Privacy Notice’s
formation, performance, and breach), the parties’ relationship with each other,
and/or your use of the Platform or the Services shall be finally settled by
binding arbitration administered by JAMS in accordance with the JAMS
Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000
and the JAMS Comprehensive Arbitration Rules and Procedures for claims
exceeding $250,000 in effect at the time the arbitration is initiated,
excluding any rules or procedures governing or permitting class actions. The
arbitrator, and not any federal, state, or local court or agency, shall have
exclusive authority to resolve all disputes arising out of or relating to the
interpretation, applicability, enforceability, or formation of this Agreement
or the Privacy Notice, including but not limited to any claim that all or any
part of this Agreement or Privacy Notice is void or voidable, whether a claim
is subject to arbitration, or the question of waiver by litigation conduct. The
arbitrator shall be empowered to grant whatever relief would be available in a
court under law or in equity. The arbitrator’s award shall be written and shall
be binding on the parties and may be entered as a judgment in any court of
competent jurisdiction. To start an arbitration, you must do the following: (a)
write a Demand for Arbitration that includes a description of the claim and the
amount of damages you seek to recover (you may find a copy of a Demand for
Arbitration at www.jamsadr.com ); (b) send three copies of the Demand for
Arbitration, plus the appropriate filing fee, to JAMS; and (c) send one copy of
the Demand for Arbitration to Guy & Gallard Market at Attn: Legal; concordmarket@gmail.com .
To the extent, the filing fee for the
arbitration exceeds the cost of filing a lawsuit, Guy & Gallard Market will
pay the additional cost. If the arbitrator finds the arbitration to be
non-frivolous, Guy & Gallard Market will pay the fees invoiced by JAMS,
including filing fees and arbitrator and hearing expenses. You are responsible
for your own attorneys’ fees unless the arbitration rules and/or applicable law
provide otherwise.
The parties understand that absent this
mandatory arbitration provision, they would have the right to sue in court and
have a jury trial. They further understand that, in some instances, the costs
of arbitration could exceed the costs of litigation and the right to discovery
may be more limited in arbitration than in court.
If you are a resident of the United States,
arbitration may take place in the county where you reside at the time of
filing. For individuals residing outside the United States, the arbitration
shall be initiated in the State of Indiana, the United States of America and
you and Guy & Gallard Market agree to submit to the personal jurisdiction
of any federal or state court in Merrillville, New Yorkin order to
compel arbitration, to stay proceedings pending arbitration, or to confirm,
modify, vacate, or enter judgment on the award entered by the arbitrator.
Class
Action Waiver: The parties further agree that the
arbitration shall be conducted in their individual capacities only and not as a
class action or other representative action, and the parties expressly waive
their right to file a class action or seek relief on a class basis. YOU AND Guy
& Gallard Market AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN
YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS USER IN ANY
PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator
determines that the class action waiver set forth in this paragraph is void or
unenforceable for any reason or that arbitration can proceed on a class basis,
then the arbitration provisions set forth above shall be deemed null and void
in their entirety and the parties shall be deemed to have not agreed to
arbitrate disputes.
Exception: Litigation of Intellectual Property and Small Claims Court Claims:
Notwithstanding the parties’ decision to resolve all disputes through
arbitration, either party may bring enforcement actions, validity
determinations or claims arising from or relating to theft, piracy or
unauthorized use of intellectual property in state or federal court or in the
U.S. Patent and Trademark Office to protect its intellectual property rights
(“intellectual property rights” means patents, copyrights, moral rights,
trademarks, and trade secrets, but not privacy or publicity rights). Either
party may also seek relief in a small claims court for disputes or claims
within the scope of that court’s jurisdiction.
30-Day
Right To Opt Out: You have the right to opt-out and
not be bound by the arbitration and class action waiver provisions set forth
above by sending (from the email address you use on Guy & Gallard Market)
written notice of your decision to opt-out to Guy & Gallard Market ---Attn:
Legal; concordmarket@gmail.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER
OPT-OUT.” The notice must be sent within thirty (30) days of your first use of
the Services; otherwise, you shall be bound to arbitrate disputes in accordance
with the terms of those paragraphs. If you opt-out of these arbitration
provisions, Guy & Gallard Market will not be bound by them.
Changes To This Section: Guy & Gallard
Market will provide thirty (30) days’ notice of any changes to this section by
posting on the Platform, sending you a message, or otherwise notifying you when
you are logged into your account. Amendments will become effective thirty (30)
days after they are posted on the Platform or sent to you.
Changes to this section will otherwise apply
prospectively only to claims arising after the thirtieth (30th) day. If a court
or arbitrator decides that this subsection on “Changes to This Section” is not
enforceable or valid, then this subsection shall be severed from the section
entitled “Arbitration and Class Action Waiver,” and the court or arbitrator
shall apply the first Arbitration and Class Action Waiver section in existence
after you began using the Services.
Survival:
This Arbitration and Class Action Waiver section
shall survive any termination of your Account or cessation of use of the
Platform or the Services.
Last Updated: January 12, 2021