LAST UPDATED: JANUARY   , 2024

IMPORTANT:

–  WELCOME TO WYZLY! WE OFFER A UNIQUE ONLINE PORTAL AND APP THAT FACILITATES RESERVING AND PURCHASING SURPLUS FOOD AND OTHER PRODUCTS. BY CONNECTING CONSUMERS DIRECTLY WITH RESTAURANTS AND RETAILERS, WE PROVIDE AN INNOVATIVE SOLUTION TO ACCESS DISCOUNTED SURPLUS INVENTORY, ENCOURAGING SUSTAINABLE CONSUMPTION AND SIGNIFICANTLY REDUCING WASTE. OUR SERVICE OFFERS GREAT DEALS FOR OUR USERS. IT SUPPORTS OUR PARTNERS IN MINIMIZING EXCESS, ALIGNING PERFECTLY WITH ECO-FRIENDLY PRACTICES, AND CONTRIBUTING TO A MORE SUSTAINABLE FUTURE FOR EVERYONE INVOLVED.

–  WYZLY WEBSITES AND MOBILE PROPERTIES LOCATED AT [HTTPS://WYZLY.CO] AND ITS PRODUCTS, RELATED SOFTWARE APPLICATIONS (SOMETIMES REFERRED TO AS “APPS”), DATA, SMS, APIs, EMAIL, CHAT AND TELEPHONE CORRESPONDENCE, BUTTONS, WIDGETS AND ADs (COLLECTIVELY, ALL OF THESE ITEMS MAY BE REFERRED TO HEREIN AS THE “SERVICES” OR “WYZLY SERVICES”; MORE GENERALLY, THE WYZLY WEBSITES AND MOBILE PROPERTIES SHALL HEREINAFTER BE REFERRED TO HEREIN AS THE “WEBSITES”).

–  THIS TERMS AND CONDITIONS (THESE “TERMS”) IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU (“YOU,” “YOUR” OR “YOURSELF”) AND WYZLY.  THE TERMS “WE,” “OUR,” “US,” “COMPANY” OR “WYZLY” IN THESE TERMS REFER TO WYZLY INC., A DELAWARE CORPORATION, AND THESE TERMS GOVERN YOUR USE OF THE “SERVICES.”

–  PLEASE READ THESE TERMS CAREFULLY PRIOR TO USING THE SERVICES. BY REGISTERING FOR, USING, OR OTHERWISE ACCESSING THE SERVICES, YOU ARE CONSENTING TO BECOME A PARTY TO THESE TERMS AND AGREEING TO BE BOUND BY AND COMPLY WITH OUR (1) TERMS OF SERVICE AND (2) PRIVACY NOTICE.

–  THE SERVICE IS OFFERED AND MADE AVAILABLE ONLY TO USERS 16 YEARS OF AGE OR OLDER.  IF YOU ARE UNDER 18 YEARS OLD, YOU MAY USE THE SERVICES ONLY WITH YOUR GUARDIAN OR PARENTS’ PERMISSION TO USE THE SERVICES.

–  TO THE MAXIMUM EXTENT PERMITTED BY LAW, THESE TERMS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, REGARDLESS OF YOUR RESIDENCY AND THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CHOICE OF LAW. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THESE TERMS WILL IN NO WAY AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION. PLEASE DISCONTINUE USING THE SERVICES IMMEDIATELY, OR IF, FOR ANY REASON, YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF OUR (1) TERMS OF SERVICE AND (2) PRIVACY NOTICE.

–  THESE TERMS CONTAIN AN ARBITRATION CLAUSE.  EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND WYZLY THAT DISPUTES RELATING TO THESE TERMS OR YOUR USE OF OUR SERVICES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

–  IF YOU DO NOT AGREE TO THESE TERMS, PLEASE STOP USING OUR SERVICES. WE MAY AT ANY TIME AMEND THESE TERMS, AND IF WE DO, WE WILL NOTIFY YOU BY REVISING THE DATE AT THE TOP OF THESE TERMS, AND IN SOME CASES, WE MAY PROVIDE YOU WITH ADDITIONAL NOTICE. YOU SHOULD REGULARLY REVIEW THE MOST UP-TO-DATE VERSION OF THESE TERMS ON OUR WEBSITE. UNLESS OTHERWISE NOTES, THE AMENDED TERMS WILL BE EFFECTIVE IMMEDIATELY, AND YOUR CONTINUED USE OF OUR SERVICE WILL CONFIRM YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO THE AMENDED TERMS, PLEASE STOP USING OUR SERVICES.

1.     ACCEPTING THE TERMS
By clicking on the “I accept” button, completing the account registration process, or using the Services, you accept and agree to be bound and abide by these Terms and all of the terms incorporated herein by reference. By agreeing to these Terms, you hereby certify that you are at least 16 years of age.  If you do not agree to these Terms, you must not access or use the Services.

2.     ACCOUNT REGISTRATION
A.    In order to access or use our Services, you may be required to create a Wyzly account (“Account”) and become a user (“Registered User”) of the Services. During the registration process, you will be required to provide certain information and establish a username and a password. You agree to provide accurate, current, and complete information during the registration process and at other times when you use the Services and to update such information to keep it accurate, current, and complete.

B.     We reserve the right to refuse to keep Accounts for or provide Services to any individual if we have a valid reason thereto. We also have the right to immediately suspend your account, pause or cancel your access to the Services, or close your account if we suspect, in our sole discretion, that (a) your account is being used for money laundering or any illegal activity; (b) you have concealed or provided false identification information or other details; (c) you have engaged in fraudulent activity; (d) you have made transactions using inappropriate methods (including but not limited to using stolen funds or payments methods or attempting to chargeback your payment while retaining or disposing of an item); (e) you are using, employing, or operating bots or other forms of automation and/or multiple accounts to engage in any activity; or (f) you have otherwise acted in violation of these Terms. If we have a reasonable belief that you have engaged in the activities above, we reserve the right, in our sole discretion, to confiscate any purchases pursuant to those activities and/or deem such transactions null and void.

3.     WYZLY SERVICES AND PAYMENT
A.    Supply of Food Items. 

Wyzly collaborates with local merchants to offer you the opportunity to purchase and pick up food item(s) that would otherwise go to waste. In the discovery view in the Services, merchants are displayed on a map. In the list below, merchants are listed in order of distance to where you are located (the merchants closest to you are shown first in the list). When entering into a merchant view, items for sale are listed based on (a) if the item has a picture and (b) the sales value of the item. The supply of food items depends on each merchant’s daily business; as such, it is not guaranteed that food is available at all times you use the Services. Our Services are not the provider or the producer of the food items listed in the Service, nor is Wyzly responsible for the information given about each food item. The provider of the food items is responsible for all the information regarding the food item. Would you have any questions regarding given information about a food item, Wyzly will direct you to the merchant.

B.     Order and Payment of the Order. 

As a Registered User, you can place an order for a food item through Wyzly Services. After placing the order you will get an order confirmation via the user interface of the Services. You pay for food items you order through the Services. If an order has not been paid for through the Services, it will not be considered a completed order. Furthermore, as all food items are sold on a first-come, first-serve basis, we cannot guarantee that you will get the food item you have started but have yet to finish ordering. We may use a payment service provided by a third party to handle the payment and will automatically charge your chosen account when you place your order.

You agree to make a payment for orders that you place through Wyzly Services, and you authorize us to charge your debit or credit card or process other means of payment for those payments. All prices are indicated in U.S. currency and are exclusive of any applicable sales tax. We work with payment service providers to offer you the most convenient payment methods in your country and to keep your payment information secure. We may update your payment methods using information provided by our payment service providers. Check out our Privacy Notice for more details.

C.    Pick Up of Order. 

Upon arrival, you show the merchant the order confirmation in the Wyzly Services. The merchant also has the ability to confirm your order in the merchant application by identifying you by name. When using the Services, you must always pick up the food item(s) ordered from the applicable merchant’s premises in a timely manner during the time frame provided by the merchant. If you do not collect your order during the given time frame, the merchant has the right to do as they see fit with the ordered food item. Unless stated otherwise by the merchant, you are not entitled to a refund for ordered food items that have not been collected on time.

D.    Wyzly Service Fees. 

Wyzly may, at its discretion, charge any applicable fees for the use of various portions of the Wyzly Services. Please refer to specific Wylzy service fee information given on our Websites.

E.     Refund. 

At our sole discretion, if we believe you are abusing our refund policy, we reserve the right to deny your refund, restrict you from other future refunds, ban your account, and/or restrict all future use of the Services. If we ban your account or disable your access to the Services due to your violation of these Terms, you will not be eligible to receive a refund.

4.     USING WYZLY AT YOUR OWN RISK
A.    Our platform model means we are not responsible for the quality of the food items ordered through the Services or errors that may occur during the pickup of an order. We are not liable or responsible for any failure to perform or any delay in the performance of any obligations relating to the orders placed through the Services, including with respect to manufacturing, sale, purchase, storage, preparation, production, processing, marking, delivery, quality, ingredients, allergens, or handling of the food items. The merchant is responsible for all the Registered User reclamations concerning the food item, and Wyzly will direct the reclamations to the merchant. The cooperating merchants are committed to preparing the food items offered through the Services in compliance with the legislation concerning the handling, storing, and transportation of food and in accordance with the established principles and practices of the industry. If you detect a technical error or other error in the Wyzly Services, you can report the problem through the Services.

B.     When you use Wyzly Services, you may find links to other websites that we do not own or control. We are not responsible for the content or any other aspect of these third-party sites, including their collection of information about you. You should also read their terms and conditions and privacy policies.

C.     You also shall abide by all applicable local, state, national, and international laws and regulations in connection with your use of Wyzly Services.

5.     PROHIBITED CONDUCT
A.    As a Registered User, when using the Services, you agree not to engage in the following conducts:

1)     Use the Service for any illegal purpose or in violation of any local, state, national, or international law or regulation;

2)     Resell or attempt to resell any products purchased through the Services;

3)     Violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;

4)     Post, upload, or distribute any content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could consider objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, offensive, or otherwise inappropriate;

5)     Interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit the use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law or regulation;

6)     Interfere with the operation of the Service or any other Registered Users’ enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another User of the Service; (c) attempting to collect, personal information about another User or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any network, equipment, or server;

7)     Perform any fraudulent activity, including impersonating any person or entity, claiming a false affiliation, accessing any other Account without permission, or falsifying your age, date of birth, or other information; or

8)     Sell or otherwise transfer the access granted under these Terms or any right or ability to view, access, or use any contents made by Wyzly.

B.     We will not be held liable for any damages, pecuniary or otherwise, to you or any third party arising from your failure to adhere to this Section and disclaim any responsibility in this regard. We reserve the right to terminate your account, immediately and without notice, for any violation of this Section.

6.     INTELLECTUAL PROPERTY RIGHTS
A.    Unless otherwise indicated in writing by Wyzly, the Services, all contents, and all other materials contained therein, including, without limitation, our logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, “Wyzly Content”) are the proprietary property of Wyzly or our affiliates, licensors, or users, as applicable. Our logo and any of our product or service names or slogans that may appear on the Services or elsewhere are trademarks of Wyzly or our affiliates and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

B.     You may not use any Wyzly Content without our express written permission. You may not use framing techniques to enclose any Wyzly Content without our express written consent. In addition, the look and feel of the Services, including, without limitation, all page headers, custom graphics, button icons, and scripts, constitute the service mark, trademark, or trade dress of Wyzly and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

C.     Notwithstanding anything to the contrary herein, you understand and agree that you shall have no ownership or other property interest in your account, and you further agree that all rights in and to your account are and shall forever be owned by and inure to our benefit.

7.     CANCELLATION AND TERMINATION
A.    Your Account will continue unless and until you cancel it or Wyzly terminates, cancels, suspends, or disables it.

B.     We may, in our sole discretion, terminate or suspend your Account for failure to provide accurate information, any breach of these Terms (or any other terms or policies incorporated herein), or any abusive or fraudulent conduct towards any of our employees or other users.

C.     If you or Wyzly terminate your Account, you may lose any information associated with your Account.

8.     DISCLAIMER AND LIMITATION OF LIABILITY
A.    You agree to indemnify, defend, and hold harmless Wyzly and its subsidiaries and affiliates, along with their respective employees, directors, officers, agents, business partners, affiliates, contractors, distribution partners, and representatives (the “Wyzly releasees”) from and against any and all claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to (i) your use of the Services, (ii) any breach by you of any of these Terms, and (iii) any violation of applicable law.

B.     The Wyzly releasees shall not be liable for losses arising out of or in connection with (i) matters for which a merchant bears the responsibility, (ii) faults of third parties or through nonattributable interruption of availability of the Services; (iii) orders by customers made using fraudulently obtained payment data or other contractual data (e.g., the “phishing” of credit card data, identity theft etc.); (iv) content of sites to which the Services link, including the accuracy of the linked sites and the data protection at such site; and (v) similar events as set out under (i) to (iv).

C.     Wyzly is not liable or responsible for any failure or non-compliance with respect to the Services if circumstances outside Wyzly’s control cause such failure. Such circumstances may include, but are not limited to, disruptions in Wyzly’s operation as a result of legislation, acts of state or public authorities, acts of war, terrorism, strikes, physical blockades, lockouts, and natural disasters.

D.    Under no circumstances shall the Wyzly releasees be liable to you or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, whether in contract or tort, including without limitation, negligence, arising in any way out of any product or service available, sold or provided through the Services, including without limitation, lost profits, business interruption, or loss of programs or other data on computer systems or otherwise, without regard to whether Wyzly is expressly advised of the possibility of such damages. IN NO EVENT WILL WYZLY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID WYZLY IN THE LAST SIX (6) MONTHS OR, IF GREATER, ONE HUNDRED US DOLLARS ($100).

E.     We make no warranty that (a) the Services will meet your requirements, (b) the Services will be uninterrupted, timely, secure, or error-free, (c) the results that may be obtained from the use of the Services will be accurate or reliable, or (d) the quality of any products, platforms, information, or other material purchased or obtained by you through the Services will meet your expectations.

F.     You further agree that we shall have control of the defense or settlement of any third-party claims. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

9.     GEOGRAPHIC RESTRICTIONS AND DISPUTE RESOLUTION
A.    We intend to provide the Services for use by persons located in the United States. We make no claims that our Websites or any of the Services is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

B.     You agree that all matters relating to the Services, and these Terms, and any dispute or claim arising therefrom will be construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule.

C.     You agree that any dispute or claim arising from or relating to this Terms shall be settled by final and binding arbitration, rather than in court, using the English language, administered by the Judicial Arbitration and Mediation Services (the “JAMS”) under its Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section), unless otherwise required by law. Arbitration, including threshold questions of arbitrability of the dispute, will be handled by a sole arbitrator in accordance with those rules. The arbitrator shall follow any applicable law when rendering an award. Judgment on the arbitration award may be entered in any court that has jurisdiction. For all actions under the JAMS Arbitration Rules, the hearings will be conducted in San Francisco, California, or at another mutually agreed location.

D.    Any arbitration under these Terms will take place on an individual basis. You understand that by agreeing to these Terms, you and Wyzly each waive the right to trial by jury or to participate in a class action lawsuit. Class arbitrations shall only be available if requested by either party under its Class Action Arbitration Rules and approved by the arbitration entity. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies does your claim remain in such court, and your claim remains on an individual, non-representative, and non-class basis.

E.     Any legal action against Wyzly related to the Services must be filed and take place in San Francisco, California.

10.   PRIVACY
A.    For information about how we collect, use, share, or otherwise process information about you and your use of the Services, please see our Privacy Notice.

B.     Where permitted by law, we will only access, view, or listen to your information in limited ways. For example, in order to perform the Services, we may need to access, view, or listen to your information to (a) respond to feedback or support requests; (b) detect, prevent, or otherwise address fraud, security, legal, or technical issues; and (c) enforce these Terms. Our automated systems may analyze your information using techniques such as machine learning in order to improve the Services and the user experience.

C.     You agree not to collect, process, or store any Sensitive Personal Information using the Services. You agree not to transmit, disclose, or make available Sensitive Personal Information to Wyzly or our third-party providers. “Sensitive Personal Information” means an individual’s financial information, sexual preferences, medical, or health information protected under any health data protection laws, biometric data (for purposes of uniquely identifying an individual), personal information of children protected under any child data protection laws (such as the personal information defined under the US Children’s Online Privacy Protection Act (“COPPA”)) and any additional types of information included within this term or any similar term (such as “sensitive personal data” or “special categories of personal information”) as used in applicable data protection or privacy laws.

D.    We process and store information in the United States and other countries. By using the Services, you agree that you authorize Wyzly to transfer your personal information across national borders and to other countries where Wyzly and our partners operate.

11.   MISCELLANEOUS
A.    No failure or delay in enforcing any provision, exercising any option, or requiring performance shall be construed to be a waiver of that or any other right in connection with these Terms.

B.     Any rights and licenses granted by this Terms may not be transferred or assigned by you but may be assigned by Wyzly without restriction.  Any attempted transfer or assignment in violation hereof shall be null and void.

C.     Whenever possible, each provision of these Terms shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of these Terms.

D.    These Terms, together with our Privacy Policy, and any other rules, regulations, procedures, and policies which we refer to and which are hereby incorporated herein by this reference, constitute the entire agreement between you and Wyzly with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Wyzly with respect to the Services.

E.     The captions and headings are for the convenience of reference only and shall not be used to construe the terms or meaning of any provisions of these Terms.  You agree that you have reviewed and negotiated the terms and conditions of these Terms and have had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of these Terms. Instead, all the terms of these Terms shall be construed fairly as to both you and Wyzly and not in favor or against Wyzly.

F.     Upon the expiration or termination of these Terms, some or all of the Services may cease to operate without prior notice.  Sections 6, 8, 9, and 10 will survive the termination of these Terms.

G.    Except as expressly permitted in this Terms, you may not (a) modify, port, adapt, or translate any portion of the Services; or (b) reverse engineer (including but not limited to monitoring or tracking the inputs and outputs flowing through a system or an application in order to recreate that system), decompile, disassemble, or otherwise attempt to discover, within any Services, the source code, data representations or underlying algorithms, processes, methods, and any other portion of such Services.

H.    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.

12.   CONTACT INFORMATION
If you have any questions about these Terms of Service or our practices, please contact us at [contact@wyzly.co]. 

[End of Terms of Service]