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Date of Last Revision: June 11, 2024

By using the Goldbelly.com web site (“Goldbelly” or the “Site”), a service of Goldbelly, Inc. [and its affiliates] (“Goldbelly,” “we,” “us,” or “our”) or other websites maintained by us, and through our mobile applications and related technologies (“Mobile Apps”, and collectively, such Mobile Apps and the Site, including any updated or new features, functionality and technology, and applications, the “Service(s)”), you (the “user” or “you”) agree to be bound by the following terms and conditions (as may be amended, the “Terms of Use” or the “Agreement”). If you have any questions, please refer to the Help section of the Site. Before you may create an account on the Site or access and use the Service, you must read and accept all the terms and conditions in, and linked to, the Agreement and all access and use of the Service is subject to these Terms of Use. By accessing, browsing, or otherwise using the Site or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use. If you do not accept the terms and conditions of these Terms of Use, you will not access, browse, or otherwise use the Service.

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST GOLDBELLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Goldbelly respects the privacy of our users. For more information, please see our Privacy Policy, located at https://www.goldbelly.com/privacy-and-security (the “Privacy Policy”).

In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. For example, the Goldbelly Chatbot Terms attached as Exhibit A to these Terms of Use govern your use of the Goldbelly Chatbot. The Goldbelly Chatbot Terms, and all such other terms, are subject to, and hereby incorporated by reference into, these Terms of Use.

Goldbelly is a Passive Platform; Products

Goldbelly acts as a passive platform to allow users who comply with Goldbelly’s policies (including these Terms of Use) to buy certain food and related goods from third-party sellers of such goods (such food and goods, the “products,” and such third-party sellers, “sellers”) within a fixed price format. Goldbelly is not directly involved in the transaction between buyers and sellers. By using the Service, you acknowledge and understand that Goldbelly has no role or responsibility in the manufacturing, preparing, handling, developing, packaging, labeling, branding, storage, shipping, descriptions, ingredients, testing, safety, or other similar activities or characteristics in connection with the products sold through the Service. As a result, Goldbelly has no control over the quality, safety, morality or legality of any aspect of the products listed, the truth or accuracy (or lack thereof) of the listings and product information or availability of the products. Goldbelly does not pre-screen users or the content or information provided by users but Goldbelly and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Goldbelly cannot ensure that a buyer or seller will actually complete a transaction.

Consequently, Goldbelly does not transfer legal ownership of items from the seller to the buyer. Goldbelly does not endorse any products offered by sellers or any sellers. Any indication that a seller is in any way preferred is merely an acknowledgment that other users have had a positive experience with the applicable seller and is no guarantee that you will be satisfied with the items or services offered by the particular seller. Goldbelly is not responsible to you for any disputes with or liability that may arise with a seller. Users should review the information provided by each seller with respect to their offered products, including information relating to storage, reheating, assembly and serving of any food products.

You agree that Goldbelly is a passive platform and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items and links posted by you, other users, sellers or outside parties on Goldbelly. You use the Service at your own risk.

Goldbelly does not guarantee same-day shipping on any order. The shipping guidelines published on this website are not guarantees of a shipping or arrival date, they are estimates. Certain aspects of the Service (including shipping products to your location) may not be available depending on your location. Please see our shipping policies and terms here for more detail.

In the event you encounter an issue with a product you purchase from a seller via the Service, please contact us as set forth below and we will help to facilitate support with the applicable seller, as we may deem necessary:

Product Support: https://help.goldbelly.com/hc/en-us support@goldbelly.com

1-888-675-6892 (9am-8pm EST, Monday-Friday, 10am-6pm EST, Saturday-Sunday; subject to change)

Membership Eligibility

Registration and Checkout: You may be required to register with Goldbelly or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register or checkout using the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy.

Age: The Service is available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. Individuals under the age of 18 can use this Service only in conjunction with and under the supervision of a parent or legal guardian and the express consent of your parent and guardian who is responsible for any and all activities. You agree to provide true, accurate, current, and complete information as requested by Goldbelly to confirm such express consent.

Compliance: You agree to comply with all laws (as defined below) regarding online conduct and acceptable content. In addition, you must abide by Goldbelly’s policies as stated in the Terms of Use and Goldbelly’s Privacy Policy.

Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality and for all activity occurring under your password and/or account. You agree to immediately notify Goldbelly of any unauthorized use of your password or any breach of security. You also agree that Goldbelly cannot and will not be liable for any loss or damage arising from your failure to keep your password secure.

Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address.

Account Transfer: You may not transfer or sell your Goldbelly account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.

Right to Refuse Service: These Services are not available to temporarily or indefinitely suspended Goldbelly users. Goldbelly reserves the right, in Goldbelly’s sole discretion, to cancel unconfirmed or inactive accounts. Goldbelly reserves the right to refuse access to the Service to anyone, for any reason, at any time.

Use and Storage: You acknowledge that Goldbelly may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Goldbelly’s or its third-party service providers’ servers on your behalf. You agree that Goldbelly has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Goldbelly reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Goldbelly reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Subscriptions

Goldbelly offers certain products on a subscription basis (each, “Subscription”). Products available through a Subscription may include products from multiple sellers. Each Subscription may be subject to additional terms and policies, including payment timing and cancellation terms; please review the terms of each Subscription on the applicable featured page for such details. Upon completion of an Order for a Subscription, you agree to be bound by such additional terms and policies which are subject to the terms and conditions of this Agreement. You may cancel your subscription online by emailing us at: subscriptions@goldbelly.com using the form cancellation email available at https://help.goldbelly.com/hc/en-us/requests/new?ticket_form_id=406647

Goldbelly Gift Cards

Goldbelly e-gift cards (“E-Cards”) and physical Goldbelly gift cards (“Traditional Gift Cards” and together with the E-Cards, the “Goldbelly Cards”) may be used to purchase any eligible product available for purchase in the Goldbelly.com online catalog. The recipient of an E-Card will be notified via email at the email address you specify, while the recipient of a Traditional Gift Card will receive such card at the delivery address you specify. You may purchase Goldbelly Cards in US dollar denominations of any custom amount. The amount of the Goldbelly Card you purchase will be charged to your credit card when you confirm your purchase of such Goldbelly Card and the purchase thereof is an Order (as defined below). If a purchase exceeds the amount of the Goldbelly Card, the balance must be paid by credit card or other available payment method, in accordance with Goldbelly standard payment policies. Goldbelly Cards cannot be used to purchase other Goldbelly Cards. Goldbelly Cards do not expire. Except where prohibited by applicable law, Goldbelly Card recipients may not (a) receive refunds for Goldbelly Cards, (b) resell or otherwise transfer Goldbelly Cards to others (including without limitation transferring Goldbelly Cards to other Goldbelly Users’ accounts), (c) reload Goldbelly Cards, or (d) redeem unused Goldbelly Card balances if they cancel their Goldbelly account. Goldbelly Cards are not currency, and do not have cash value outside of Goldbelly. Goldbelly is not responsible for any unauthorized use of a Goldbelly Card.

Goldbelly Rewards Program

Goldbelly has a Belly Points loyalty program. Details: https://www.goldbelly.com/rewards

Points are earned on each purchase, and expire after 365 days of no orders.

Fees and Payment

Pricing: The products and their prices are listed on the page of the applicable seller offering such product. At any time, sellers or Goldbelly may change the prices for products, and/or cease offering products. There may also be delays in updating information on the Service regarding products. Products may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service. Unless otherwise specified, prices quoted for products do not include: (a) the costs of shipping or carriage to the agreed place of delivery; and (b) value added tax and any other tax or duty which (where applicable) must be added to the price payable (collectively with any listed purchase price, the “Total Purchase Price”), which you agree to pay when you submit an Order.

Orders: If you wish to purchase a product via the Service, you agree to provide your payment information at the time you place an order for that product on the Service (an “Order”) and you may be required to select a payment plan for such Order. In the case of Subscriptions, payment will be due as set forth in the terms for each Subscription. All Orders are subject to confirmation by the applicable seller; Orders are not confirmed until you receive written confirmation via email or in your account on the Service. An Order may be canceled after confirmation by a seller or by Goldbelly. You hereby agree not to resell or distribute any products for commercial purposes. Additionally, all Orders are subject to our acceptance or rejection based on compliance with these Terms of Use or any other reason as determined in our sole discretion. We also reserve the right to refuse or cancel your Order if fraud or an unauthorized or illegal transaction is suspected.

Payment: You represent and warrant to Goldbelly that all payment information you provide is true and that you are authorized to use the payment instrument. You will promptly update your account information or payment with Goldbelly or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Goldbelly the Total Purchase Price of each Order in accordance with the terms of the selected payment plan and these Terms of Use. If your Order includes a Subscription that is automatically renewed periodically, you hereby authorize Goldbelly (through the Payment Processor) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account or the Subscription, and you further agree to pay any charges so incurred. If you dispute any charges, you must notify Goldbelly within sixty (60) days after the date that Goldbelly charges you, or within such longer period of time as may be required under applicable law. If your payment fails, we may immediately cancel or revoke your access to the Service and/or terminate your account. If you contact your bank or credit card company to decline or reverse the charge of fees, we may revoke your access to our Service and/or terminate your account. You will be responsible for all taxes associated with the Service, other than taxes based on Goldbelly’s net income. Payments made by you hereunder are final and non-refundable, unless otherwise determined by Goldbelly or as set out in these Terms of Use.

Payment Processing: To facilitate payment for the Service and to pay for Orders via bank account, credit card, or debit card, we use Stripe, Inc. and its affiliates (“Stripe”), Apple Pay, PayPal and other third-party payment processors (collectively, “Payment Processors”). These payment processing services are provided by the Payment Processors and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the “Stripe Agreements”), as applicable, and/or the other applicable Payment Processor’s terms and conditions, privacy policy, and all other relevant agreements (collectively, the “Payment Processor Agreements”). By agreeing to these Terms of Use, users that use the payment functions of the Service also agree to be bound by the Stripe Agreements and/or applicable Payment Processor Agreement for the payment function the user is using, as the same may be modified by Stripe or the applicable Payment Processor from time to time. You hereby authorize Stripe and/or the applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact Stripe and/or the applicable Payment Processor for more information. Goldbelly assumes no liability or responsibility for such payments you make through the Service.

Returns, Refunds: All requests for returns, adjustments, exchanges, cancellations and refunds of Orders should be directed to support@goldbelly.com. Our refund, return, exchange, cancellation and adjustment policies, can be found at https://help.goldbelly.com/hc/en-us/articles/224269707-What-is-your-Return-Policy

Sale of Alcohol

Goldbelly may allow third parties to offer goods or services on the Website. Goldbelly undertakes to be as accurate as possible with all information regarding the goods and services, including product descriptions, pricing, and images. However, Goldbelly does not guarantee the accuracy or reliability of any product information, and you acknowledge and agree that you purchase such products at your own risk.

We do not sell, offer to sell, or solicit sales of alcohol. Our Website enables you to search online for alcohol and other products available for sale by alcohol beverage licensees including retailers and other parties permitted to sell alcohol directly to consumers (“Licensees”). The service is not meant to facilitate any improper furnishing of inducements by any manufacturer, importer, supplier, wholesaler, or distributor of alcohol beverages to any retailer of alcoholic beverages or to facilitate any improper exclusionary practices by any alcohol beverage licensee. When you search for a product, the service shows you its availability, price, and other information based on your location and information provided by the Licensees that service your location. Our service may be limited or not available at all in some places due to local law or other restrictions.

When you order alcohol, it is an offer to purchase from a Licensee. The total purchase amount (plus any additional service fees) may be authorized by the credit card company designated to make payment, but your offer is not accepted by the Licensee at that time. The Licensee reviews your order and decides whether to accept it. If the Licensee decides to accept your order, they will charge the payment method on file for the purchase amount (plus any additional service fees) and the retailer or a designated third party will arrange for the delivery, pick-up, or shipment.

Title to, and ownership of, all alcohol beverages pass from a Licensee to the purchaser at the warehouse and state it is purchased in, and the purchaser takes all responsibility for shipping it from the warehouse to his/her home state. By arranging for transportation of the alcohol beverages, the Licensee or a designated third party is providing a service to and acting on behalf of the purchaser. By utilizing this service, the purchaser is representing that he/she is acting in a fashion compliant with his/her local and state laws regarding the purchase, transportation, and delivery of alcohol beverages. The purchaser represents that he/she has obtained any required permission, paid any required fees, is working through properly licensed intermediaries where required, is legally entitled to take possession of alcohol beverages and is legally entitled to take quantities ordered and authorizes that he/she is 21 years of age.

Orders and Delivery:

Licensees are solely responsible for all activities related to the sale and provision of alcoholic beverages including but not limited to (a) selecting the products to be offered for sale via the Website (b) setting the purchase price of all products made available for sale via the Website (c) accepting or rejecting all customer orders, and (d) fulfilling all customer orders, including but not limited to completing any deliveries or shipments of orders, if applicable. Goldbelly shall have no liability to you, any customer, or any other person for lost, unprocessed, or mishandled orders.

Delivery is the sole responsibility of the Licensee or an authorized third-party company making deliveries or shipments on behalf of the Licensee. Goldbelly is not responsible for the delivery of orders. Processing and delivery estimates are approximate, and Goldbelly is not responsible for any delays in delivery. The shipper reserves the right to request a scan of any customer’s photo ID for age verification before shipping any item.

IF YOU ARE A USER FROM CANADA, THE SECTION TITLED “SALE OF ALCOHOL” DOES NOT APPLY.

Prohibited Activities

You are solely responsible for your conduct and activities on and relating to Goldbelly and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, links and other materials (together, “Content”) that you submit, post, and display on Goldbelly or upload to the Service or share via or to the Service in any way.

Restricted Activities: The following are examples of the kinds of Content and/or uses that are illegal or prohibited by Goldbelly.

You agree that your Content and your use of the Service shall not:

1. Be false, inaccurate or misleading;
2. Be fraudulent;
3. Infringe upon any third party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy;
4. Violate this Agreement, any site policy or community guidelines, or any applicable law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), and that you are not using the Service with the intent to engage in any criminal conduct or other activity that violates the law;
5. Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Goldbelly staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device;
6. Be obscene or pornographic;
7. Further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
8. Obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
9. Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
10. Solicit personal information from anyone under the age of 18;
11. Harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
12. Pose or creates a privacy or security risk to any person;
13. Constitute unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;
14. Modify, adapt or hack Goldbelly or modify another website so as to falsely imply that it is associated with Goldbelly;
15. Appear to create liability for Goldbelly or cause Goldbelly to lose (in whole or in part) the services of Goldbelly’s ISPs or other suppliers;
16. Be unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or
17. Be, in the sole judgment of Goldbelly, objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Goldbelly or its users to any harm or liability of any type.

Goldbelly reserves the right to investigate and take appropriate legal action against anyone who, in Goldbelly’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities.

If you are blocked by Goldbelly from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Competitors: No employee, independent contractor, agent, or affiliate of any competing company is permitted to view, access, or use any portion of the Service for purposes of reverse engineering or as part of any effort to create an offering that is competitive with the Service. By viewing, using, or accessing the Service, you represent and warrant that you are doing so for purposes for which the Service is intended and not as part of a competitive effort.

Special Notice for International Use: Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content. The Service may not be used or otherwise provided or made available, either directly or indirectly, (a) in Cuba, Iran, North Korea, Syria, Crimea region of Ukraine, or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Denial Orders. You agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and that you will not share the Services with anyone whose status is described in items (a) or (b) above.

Mobile Services and Software

Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device, and (iii) the ability to access certain features and content through Mobile Apps (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

Telephonic Communications Services: Unless explicit consent is required by law, by using the Service and providing us with your telephone number(s), you are consenting to be contacted by Goldbelly or its affiliates or partners by telephone (including on a recorded line), automated calling, automated telephone dialing system calling, automated system calling, artificial voice or pre-recorded calling, text message, SMS and/or MMS message, fax, or other telephonic or electronic means for marketing, solicitation, informational or another purposes, even if your telephone number(s) is registered on the National Do Not Call List, a state Do not Call List, or the internal Do Not Call List of Goldbelly or its affiliates or partners. You may be required to respond to an initial call or message as instructed to complete your registration and confirm enrollment to receive such calls, texts or other telephonic communications. You do not have to consent to receive calls or text messages from Goldbelly or its affiliates or partners for marketing or solicitation purposes to purchase Goldbelly’s products or services. In the event you no longer wish to receive such calls, text messages or other telephonic communications, you agree to notify Goldbelly or its affiliates or partners, as applicable, directly. In the event you change or deactivate your telephone number, you agree to promptly update your Goldbelly account information to ensure that your messages are not sent to a person that acquires your old telephone number.

There is no additional charge for telephonic communications, but your carrier’s standard message and data rates apply to any calls, text messages, SMS or MMS messages you send or receive. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. We are not liable for any delays in the receipt of, or any failures to receive, any calls, text messages, SMS or MMS messages, as delivery is subject to effective transmission by your mobile carrier and compatibility of your mobile device. Please contact your mobile carrier if you have any questions regarding these issues or your mobile data and messaging plan.

By replying to any text, SMS or MMS message you receive from us, you may text “STOP” to cancel or “HELP” for customer support information. If you choose to cancel text, SMS or MMS messages from us, you agree to receive a final message from us confirming your cancellation.

Mobile App License: Subject to these Terms of Use, Goldbelly hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Mobile App on one mobile device and (b) use the Mobile App for your own personal use solely to access and use the Service. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App on another device on which you also agreed to these Terms of Use. Each instance of these Terms of Use that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device.

Ownership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of Goldbelly, its affiliates, and its licensors (including the Mobile Apps, the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Goldbelly.

Special Notice for International Use; Export Controls: Goldbelly is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Software or Services is at your sole risk.

Third-Party Distribution Channels: Goldbelly offers Software that may be made available through the Apple App Store, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Use are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Service, you agree to comply with all applicable terms of any agreement for such third-party products and services.

Apple-Enabled Software: With respect to Mobile Apps that are made available for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Use, the following terms and conditions apply:

1. Goldbelly and you acknowledge that these Terms of Use are concluded between Goldbelly and you only, and not with Apple Inc. (“Apple”), and that as between Goldbelly and Apple, Goldbelly, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
2. You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions.
3. Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions, except that such Apple-Enabled Software may be accessed and used by other accounts associated with the purchaser via Apple’s Family Sharing or volume purchasing programs.
4. Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
5. Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software, 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 Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be Goldbelly’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
6. Goldbelly and you acknowledge that Goldbelly, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation.
7. In the event of any third-party claim that the Apple-Enabled Software or your possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Goldbelly and Apple, Goldbelly, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
8. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
9. If you have any questions, complaints, or claims with respect to the Apple-Enabled Software, they should be directed to Goldbelly as follows:
   support@goldbelly.com
   1-888-675-6892 (9am-8pm EST, Monday-Friday, 10am-6pm EST, Saturday-Sunday; subject to change)
   27 Union Sq W Ste 500, New York, NY 10003.
10. You must comply with applicable third-party terms of agreement when using the Apple-Enabled Software, e.g., your wireless data service agreement.
11. Goldbelly and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Use with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.

Open Source Software: The Software may contain or be provided together with open source software. Each item of open source software is subject to its own license terms, which can be found at: SDWebImage license and SwiftHTMLToMarkdown license. If required by any license for particular open source software, Goldbelly makes such open source software, and Goldbelly’s modifications to that open source software (if any), available by written request to open-source-requests@goldbelly.com . Copyrights to the open source software are held by the respective copyright holders indicated therein.

Customer Service

Goldbelly makes customer service agents available to provide support with questions that arise in connection with using the Service. Our customer service agents are not authorized to make statements pertaining to the products or the sellers. In the event a customer service agent makes statements with respect to a particular product or seller, such statements reflect the opinions of the particular customer service agent in their capacity as an individual and do constitute an endorsement by Goldbelly. Please use discretion in relying on recommendations made by individuals with respect to products and sellers.

Your Content

License: You represent and warrant that you own all right, title and interest in and to your Content, including all copyrights and rights of publicity contained therein, and that such Content is truthful and not misleading or false. Goldbelly does not claim ownership rights in your Content. You grant Goldbelly and its affiliates, successors and assigns a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to copy, display, upload, perform, distribute, store, modify, and otherwise use your Content, in any form, medium or technology now known or later developed, (a) in connection with the operation of the Service, (b) to develop and improve the Service and other Goldbelly offerings, including use in connection with training models and algorithms, (c) for the promotion, advertising or marketing of the foregoing; and (d) as otherwise set forth in our Privacy Policy. You agree to allow Goldbelly and its third party service providers to store or re-format your Content on Goldbelly and display your Content on Goldbelly in any way as Goldbelly chooses, and you understand that the technical processing and transmission of the Service, including your Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. Goldbelly will only use personal information in accordance with Goldbelly Privacy Policy.

You hereby authorize Goldbelly and its third-party service providers to collect and analyze your Content and other data and information relating to the Service and related systems and technologies and derive statistical and usage data relating thereto (collectively, “Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Goldbelly are non-confidential and Goldbelly will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that Goldbelly may preserve your Content and may also disclose your Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Use; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Goldbelly, its users, or the public.

Re-Posting Content: By posting Content on Goldbelly, it is possible for an outside website or a third party to re-post that Content. You agree to hold Goldbelly harmless for any dispute concerning this use. If you choose to display your own Goldbelly-hosted image on another website, the image must provide a link back to its listing page on Goldbelly.

Copyright Policy

Copyright Complaints: Goldbelly respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Goldbelly of your infringement claim in accordance with the procedure set forth below.

Goldbelly will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Goldbelly’s Copyright Agent at legal@goldbelly.com (Subject line: “DMCA Takedown Request”). You may also contact the Copyright Agent by mail at:

27 Union Sq W Ste 500, New York, NY 10003

• To be effective, the notification must be in writing and contain the following information:
• a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
• identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;
• identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
• a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.

Counter-Notice: If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your Content, you may send a written counter-notice containing the following information to the Copyright Agent:

• your physical or electronic signature;
• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• a statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; and
• your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within New York, New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Goldbelly will send a copy of the counter-notice to the original complaining party informing them that Goldbelly may replace the removed Content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against Goldbelly or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Goldbelly has adopted a policy of terminating, in appropriate circumstances and at Goldbelly’s sole discretion, the accounts of users who are deemed to be repeat infringers. Goldbelly may also at its sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Information Control

In using the Service, you are likely to encounter Content that has been uploaded or provided by third parties, not under the control of Goldbelly. Goldbelly does not control the Content provided by users that is made available on the Goldbelly platform. You may find some Content to be offensive, harmful, inaccurate, or deceptive. Under no circumstances will Goldbelly be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content.

Without limiting any other provision of these Terms of Use, Goldbelly and its designees will have the right to edit or remove any content that violates these Terms of Use or is deemed by Goldbelly, in its sole discretion, to be otherwise objectionable, or take legal action against you or any third party responsible for such content, as may be necessary. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance, whether reasonable or unreasonable, on the accuracy, completeness, or usefulness of such content.

Any content, views, opinions, reviews, testimonials, comments, or questions/responses expressed, submitted, published, posted, uploaded, or otherwise transmitted by third parties or other users through or in connection with this site or the Services, are solely the views, opinions and responsibility of the parties expressing, submitting, publishing, posting, uploading, or transmitting them and do not necessarily reflect the opinions of Goldbelly. No testimonial, opinion, or review provided on this platform has been clinically proven, tested, or evaluated by us. To our knowledge, no information provided regarding any product has been evaluated by any regulatory authority, including without limitation the FDA, USDA, Health Canada or the CFIA.

The site, the Services, the information displayed on or made available through the site or Services, and any products referenced on or made available through the site or Services, expressly including any products offered for sale by or on behalf of any seller, are not intended to be used for the diagnosis, treatment, cure or prevention of a disease.

You agree and acknowledge that Goldbelly takes no responsibility and assumes no liability for such third-party Content. Any reliance on such Content is expressly and solely at your own risk. If you have any questions or concerns about specific products or product information provided, we encourage you to reach out to the seller to address such questions and/or concerns, and conduct your own research, as appropriate, prior to purchase, use and/or consumption.

Additionally, there may also be risks dealing with international trade and foreign nationals. By using Goldbelly, you agree to accept such risks and that the Goldbelly Parties (as defined below) are not responsible for any and all acts or omissions of users on Goldbelly. Please use caution, common sense, and practice safe buying and selling when using Goldbelly.

Other Resources: The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (“Third Party Resources”). Additionally, you may enable or log in to the Service via various online Third Party Resources, such as services like Facebook, Google or Apple. Goldbelly has no control over and is not responsible for such Third Party Resources, including the accuracy, availability, reliability, or completeness of information shared by or available through Third Party Resources, or the privacy practices of Third Party Resources. You, and not Golbelly, will be responsible for any and all costs and charges associated with your use of any Third Party Resources. Goldbelly enables these Third Party Resources merely as a convenience and Goldbelly does not endorse or recommend such Third Party Resources. Your access and use of the Third Party Resources may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third Party Resources on the websites or via the technology platforms of their respective providers. Some Third Party Resources will provide us with access to certain information that you have provided to third parties, including through such Third Party Resources, and we will use, store and disclose such information in accordance with our Privacy Policy. We encourage you to review the privacy policies of the third parties providing Third Party Resources prior to using such services. You agree that Goldbelly shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any Third Party Resources

Goldbelly’s Intellectual Property

Goldbelly, and other Goldbelly graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Goldbelly in the U.S. and/or other countries (“Goldbelly Marks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Goldbelly. Nothing in these Terms of Use or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Goldbelly Marks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Goldbelly Marks will inure to our exclusive benefit.

The Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Goldbelly, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own Content. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Access and Interference

Much of the information on Goldbelly is updated on a real-time basis and is proprietary or is licensed to Goldbelly by Goldbelly’s users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Service for any purpose without Goldbelly’s prior express written permission or engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. Additionally, you agree that you will not:

1. Take any action that imposes, or may impose, in Goldbelly’s sole discretion, an unreasonable or disproportionately large load on Goldbelly’s infrastructure or the Service;
2. obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
3. circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Goldbelly Content (as defined below)) available on or through the Service, including through the use of virtual private networks;
4. Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content) from the Service without the prior expressed written permission of Goldbelly and the appropriate third party, as applicable; or
5. Interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service.

Breach

Without limiting any other remedies, Goldbelly may, without notice, and without refunding any fees, delay or immediately remove Content, warn Goldbelly’s community of a user’s actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user’s account privileges, terminate a user’s account, prohibit access to the Service, and take technical and legal steps to keep a user off the Site and refuse to provide services or offer access to the Service to a user if any of the following apply:

Goldbelly suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached these Terms of Use, the Privacy Policy, or other policy documents and community guidelines incorporated herein; Goldbelly is unable to verify or authenticate any of your personal information or Content; or Goldbelly believes that a user is acting inconsistently with the letter or spirit of Goldbelly’s policies, has engaged in improper or fraudulent activity in connection with the Service or the actions may cause legal liability or financial loss to Goldbelly’s users or to Goldbelly.

Goldbelly reserves the right to investigate and take appropriate legal action against anyone who, in Goldbelly’s sole discretion, violates these Terms of Use, and reporting the violator to law enforcement authorities as applicable.

Privacy

By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined in the Privacy Policy. Except as provided in Goldbelly’s Privacy Policy, Goldbelly will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent. Goldbelly stores and processes Content on computers located in the United States that are protected by physical as well as technological security.

No Warranty

GOLDBELLY, GOLDBELLY’S AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, SERVICE PROVIDERS, AGENTS, LICENSORS SUPPLIERS (THE “GOLDBELLY PARTIES”) PROVIDE THE SERVICE AND ANY PRODUCTS OFFERED THROUGH THE SERVICES ON AN “AS IS” AND ON AN “AS AVAILABLE” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. THE GOLDBELLY PARTIES SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WITH RESPECT TO THE SERVICE OR ANY PRODUCTS OFFERED THROUGH THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM GOLDBELLY SHALL CREATE ANY WARRANTY.

GOLDBELLY MAKES NO WARRANTY THAT (I) THE SERVICE OR ANY PRODUCT WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) ANY CONTENT, CONTENT FROM USERS OR PRODUCTS PROVIDED THROUGH THE SERVICE IS ACCURATE, LEGALLY COMPLIANT, UP-TO-DATE, RELIABLE OR CORRECT, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS OR BE AS DESCRIBED BY THE SELLER. YOU UNDERSTAND AND AGREE THAT ANY INFORMATION PRESENTED OR MADE AVAILABLE ON OR THROUGH THE SERVICE IS FOR DISCUSSION AND INFORMATIONAL PURPOSES ONLY, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING SUCH INFORMATION. NO SUCH INFORMATION SHOULD BE INTERPRETED AS TAX, LEGAL, OR HEALTH ADVICE. WE RECOMMEND ALWAYS CONSULTING A TAX CONSULTANT OR ATTORNEY IN YOUR STATE TO UNDERSTAND THE TAX AND LEGAL IMPLICATIONS OF YOUR DECISIONS, OR A HEALTHCARE PROFESSIONAL IF YOU HAVE PARTICULAR QUESTIONS SURROUNDING YOUR USE OF PRODUCTS.

YOU UNDERSTAND THAT GOLDBELLY DOES NOT MANUFACTURE, DEVELOP, PROCESS, STORE, PACKAGE, LABEL, OR INSPECT ANY OF THE ITEMS SOLD THROUGH OUR SERVICES. THE ITEMS SOLD THROUGH THE SERVICES ARE LISTED AND SOLD DIRECTLY BY SELLERS. THE GOLDBELLY PARTIES RELY SOLELY ON SELLERS TO PROVIDE SAFE, QUALITY, AUTHENTIC, AND LEGALLY COMPLIANT PRODUCTS, AND ACCURATE INFORMATION REGARDING THE OF PRODUCTS OFFERED ON THE SITE, INCLUDING WITHOUT LIMITATION THEIR QUALITY, SAFETY, AND USE/CONSUMPTION. GOLDBELLY DOES NOT REPRESENT OR WARRANT ANY PRODUCT’S QUALITY, SAFETY, AUTHENTICITY, OR LEGALITY, OR THAT THE INFORMATION ACCESSIBLE OR DISPLAYED ON THE SITE BY OR ON BEHALF OF SELLERS OR ANY OTHER THIRD PARTY IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE, INCLUDING WITHOUT LIMITATION, NUTRITIONAL CONTENT, ALLERGEN INFORMATION, INSTRUCTIONS FOR USE OR CONSUMPTION, PHOTOS, PRODUCT QUALITY OR DESCRIPTIONS, PRODUCT LEGALITY, PRODUCT SAFETY, APPROPRIATENESS FOR CONSUMPTION, OR PRODUCT REVIEWS.

NO GOLDBELLY PARTY SHALL BE SUBJECT TO LIABILITY FOR THE LACK OF TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOUR USE OF THE SERVICE, THE CONTENT, INCLUDING ANY RELIANCE THEREON, AND ANY DECISION BY YOU TO PURCHASE, USE AND/OR CONSUME ANY PRODUCTS IS SOLELY AT YOUR OWN RISK.

Liability Limitation; Releases

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, IN NO EVENT SHALL ANY GOLDBELLY PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, EXEMPLARY, CONSEQUENTIAL, AND/OR INCIDENTAL, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, PERSONAL INJURY, ILLNESS, OR DEATH, PROPERTY DAMAGE, OR OTHER SUCH DAMAGES(EVEN IF GOLDBELLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR RELATING TO: THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, THE SERVICE (INCLUDING THE INABILITY TO USE THE SERVICE), OR THESE TERMS OF USE, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT BY OR ON BEHALF OF ANY THIRD PARTY ON THE SERVICE OR ANY CONTENT OR COMMUNICATION OF A THIRD PARTY OR OTHER USER OF THIS SERVICE, INCLUDING ANY STATEMENTS OR REPRESENTATIONS MADE IN CONNECTION WITH ANY THIRD-PARTY PRODUCT, AND ANY RELIANCE THEREON; ANY INAPPROPRIATE USE, MISUSE, OR ILLEGAL USE OF THE SERVICE OR ANY PRODUCTS ACQUIRED THROUGH THE SITE OR SERVICE; OR ANY OTHER MATTER RELATING TO THE SERVICE, OR ANY PRODUCT, INCLUDING THE PURCHASE, USE AND/OR CONSUMPTION OF ANY PRODUCT. IN NO EVENT WILL THE TOTAL LIABILITY OF ANY GOLDBELLY PARTY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTIONS EXCEED THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO GOLDBELLY IN THE SIX (6) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.

YOU FURTHER AGREE THAT ANY LEGAL CLAIM THAT MAY ARISE IN CONNECTION WITH PURCHASE AND/OR USE OF A PRODUCT YOU PURCHASE OR USE MUST BE MADE DIRECTLY AGAINST SUCH SELLER. YOU EXPRESSLY AGREE TO RELEASE THE GOLDBELLY PARTIES FROM ANY CLAIMS, DEMANDS, OR DAMAGES RELATED TO OR ARISING FROM ANY PRODUCTS OR STATEMENTS MADE ABOUT SUCH PRODUCTS SOLD THROUGH OUR SITE OR SERVICES, INCLUDING WITHOUT LIMITATION ARISING FROM OR RELATING TO ANY PRODUCT DEFECT, QUALITY OR SAFETY ISSUE, MISREPRESENTATIONS OR FRAUD BY OR ON BEHALF OF SELLERS, OR PERSONAL INJURY, ILLNESS, INJURY OR DEATH ARISING FROM USE, CONSUMPTION, AND/OR PURCHASE OF SUCH PRODUCT.

THE GOLDBELLY PARTIES WILL NOT BE LIABLE FOR ANY DISPUTES BETWEEN USERS, OR THE ACTIONS OF ANY OTHER USERS, INCLUDING BETWEEN BOTH BUYERS AND SELLERS. GOLDBELLY AT ALL TIMES RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT FOR ANY REASON AT ANY TIME, IN ADDITION TO ANY OTHER LEGAL RIGHTS OR REMEDIES IN MAY PURSUE AT LAW OR IN EQUITY. YOU EXPRESSLY AGREE TO RELEASE THE GOLDBELLY PARTIES FOR ANY CLAIMS, DEMANDS, OR DAMAGES ARISING FROM SUCH USER DISPUTES.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE SECTIONS TITLED “INDEMNITY”, “NO WARRANTY” AND “LIABILITY LIMITATION; RELEASES” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

IF YOU ARE A USER FROM QUEBEC, THE SECTIONS TITLED “DISPUTE RESOLUTION BY BINDING ARBITRATION”, “INDEMNITY”, “NO WARRANTY” AND “LIABILITY LIMITATION; RELEASES” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE PROVINCE OF QUEBEC. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE PROVINCE OF QUEBEC, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

Indemnity

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE GOLDBELLY PARTIES FROM ANY LOSSES, DAMAGES, EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES, CLAIMS, ACTIONS, OR DEMANDS, RELATING OR DUE TO OR ARISING OUT OF YOUR USE OR MISUSE OF THE SERVICE, YOUR CONTENT, YOUR CONNECTION TO THE SERVICE, YOUR BREACH OF THIS AGREEMENT, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY. GOLDBELLY WILL PROVIDE NOTICE TO YOU OF ANY SUCH CLAIM, SUIT, OR PROCEEDING. GOLDBELLY RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER WHICH IS SUBJECT TO INDEMNIFICATION UNDER THIS SECTION, AND YOU AGREE TO COOPERATE WITH ANY REASONABLE REQUESTS ASSISTING GOLDBELLY DEFENSE OF SUCH MATTER. YOU MAY NOT SETTLE OR COMPROMISE ANY CLAIM AGAINST THE GOLDBELLY PARTIES WITHOUT GOLDBELLY’S WRITTEN CONSENT. IF YOU ARE A CALIFORNIA RESIDENT, YOU UNDERSTAND AND EXPRESSLY AGREE TO WAIVE ALL RIGHTS AND PROTECTIONS AFFORDED UNDER 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 SETTLEMENT WITH THE DEBTOR OR RELEASING PARTY.”

IF YOU ARE A RESIDENT OF ANOTHER JURISDICTION, YOU WAIVE ANY COMPARABLE STATUTE OR DOCTRINE.

Dispute Resolution By Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

a. Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Use as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Goldbelly, whether arising out of or relating to these Terms of Use (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Use, you and Goldbelly are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

b. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND GOLDBELLY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND GOLDBELLY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

c. Pre-Arbitration Dispute Resolution

Goldbelly is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@goldbelly.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Goldbelly should be sent to 27 Union Sq W Ste 500, New York, NY 10003 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Goldbelly and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Goldbelly may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Goldbelly or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Goldbelly is entitled.

d. Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Use as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Use and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Goldbelly and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Goldbelly agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

e. Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Goldbelly or you under the AAA Rules, Goldbelly and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Goldbelly will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Goldbelly will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

f. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

g. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Use will continue to apply.

h. Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Use to the contrary, Goldbelly agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Goldbelly written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use).

No Guaranty

Goldbelly does not guarantee continuous, uninterrupted access to the Service, and operation of the Service may be interfered with, including by numerous factors outside Goldbelly’s control.

Legal Compliance

You shall comply with all applicable domestic and international laws, statutes, ordinances, rules, binding guidance and regulations (collectively, “laws”) regarding your use of Goldbelly’s service and your listing, purchase, solicitation of offers to purchase, and sale of items.

Severability

If any provision of these Terms of Use is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of these Terms of Use shall remain in full force and effect.

No Agency

You and Goldbelly are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Goldbelly Service

Goldbelly reserves the right to modify, discontinue (temporarily or permanently) or terminate the Service or any component thereof for any reason, without notice, at any time. You agree that Goldbelly will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. Goldbelly reserves the right to alter these Terms of Use or other Site policies at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Use were last revised. You may read a current, effective copy of these Terms of Use by visiting the “Terms of Use” link on the Site. If the alterations constitute a material change to the Terms of Use, Goldbelly will notify you via email to the email address in your account. What constitutes a “material change” will be determined at Goldbelly’s sole discretion, in good faith, and using common sense and reasonable judgment. You should periodically visit this page to review the current Terms of Use so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Use, you will not access, browse, or use (or continue to access, browse, or use) the Service.

Choice of Law

This Agreement shall in all respects be interpreted and construed with and by the laws of the State of New York without regard to its conflict of law provisions and disputes or claims arising under these Terms of Use not subject to arbitration, as set forth above, and you and Goldbelly agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within New York, New York. (THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW FOR CERTAIN CHOICE OF LAW OR ARBITRATION CLAUSES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS).

General

These Terms of Use constitute the entire agreement between you and Goldbelly and govern your use of the Service, superseding any prior agreements between you and Goldbelly with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. The failure of Goldbelly to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect. You agree that regardless of any law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Use without the prior written consent of Goldbelly, but Goldbelly may assign or transfer these Terms of Use, in whole or in part, without restriction. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.

Notices

Except as explicitly stated otherwise, any notices shall be given by postal mail to Goldbelly Attn: Legal; 27 Union Sq W Ste 500, New York, NY 10003 (in the case of Goldbelly) or, in your case, to the email address you provide to Goldbelly (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Goldbelly may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Goldbelly. In such case, notice shall be deemed given three days after the date of mailing. The Service may also provide notices to you of changes to these Terms of Use or other matters by displaying notices or links to notices generally on the Service.

Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us in writing at the address set above in the Notices section, or by telephone at 1-888-675-6892 (9am-8pm EST, Monday-Friday, 10am-6pm EST, Saturday-Sunday; subject to change)

Choice of Language

The parties hereto acknowledge that a French version of this Agreement has been remitted to the [adhering party], which French version the [adhering party] acknowledges having received. Following such remittance, the parties hereto agree to be bound solely by the English version of this Agreement, and that any notice, document or instrument relating to it may be drawn up in English only but without prejudice to any such notice, document or instrument which may from time to time be drawn up in French only or in both French and English. Les parties aux présentes reconnaissent qu'une version Française de la présente convention a été remise à [l'adhérent], version française que [l'adhérent] reconnaît avoir reçue. Suite à une telle remise, les parties aux présentes conviennent d’être liées seulement par la version anglaise de la présente convention et que tous autres avis, actes ou documents s’y rattachant peuvent être rédigés en anglais seulement mais sans préjudice à tous tels avis, actes ou documents qui pourraient à l’occasion être rédigés en français seulement ou à la fois en anglais et en français.

Goldbelly's Terms of Use

Exhibit A

Goldbelly Chatbot Terms

By using the Chatbot (as defined below), a service made available by Goldbely, Inc. (“Goldbelly”, “we”, “us”, or “our”), you (“you”, or “your”) hereby agree to these Goldbelly Chatbot Terms. If you do not agree to these Chatbot Terms you should not use (and are not authorized to use) the chatbot. By accessing, browsing, or otherwise using any aspect of the Chatbot, you acknowledge that you have read, understood, and agree to be bound by these Chatbot Terms. If you do not accept the terms and conditions of these Chatbot Terms, you will not access, browse, or otherwise use the Chatbot.

PLEASE NOTE THAT THESE CHATBOT TERMS INCORPORATE THE TOU (AS DEFINED BELOW), WHICH CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST GOLDBELLY TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST GOLDBELLY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

When we say “Chatbot” we refer to the option that we provide you to query and receive responses from (hence “to chat” with) a computer program that simulates and processes written human conversation. You must be at least 18 years old to use the Chatbot or, if you are under the age of 18, you can use this Service only in conjunction with and under the supervision of a parent or legal guardian and the express consent of your parent and guardian who is responsible for any and all activities. These Chatbot Terms are to be read in conjunction with the Terms of Use located at www.goldbelly.com/terms-of-service (the “TOU”), which is hereby incorporated by reference. In the event of any conflict between these Chatbot Terms and the TOU, these Chatbot Terms will prevail with respect to your use of the Chatbot.

Chat GPT. This Chatbot is powered by Open AI (Chat GPT). Their terms, to the extent applicable to you, apply to your use of the Chatbot, in addition to these Chatbot Terms, and are available at: https://openai.com/policies/terms-of-use. We are not affiliated with Open AI.

Use of AI Technology. We refer to the text you input, and any other images, video or other content you include as part of your query into the Chatbot as your “Inputs”. The results returned by the Chatbot in response to your Inputs are referred to as “Outputs”. You acknowledge and agree that the Chatbot includes and integrates with advanced technologies, such as artificial intelligence, machine learning systems and similar technology and features (collectively, “AI Technology”), which may be proprietary to Goldbelly, Chat GPT or their third party service providers. The AI Technology may allow you to submit queries and other prompts, in response to which the AI Technology may generate and return Outputs. You acknowledge and agree that, in addition to the other limitations and restrictions set forth in these Chatbot Terms and the TOU:
The Chatbot may make errors. We are not responsible for such errors and we bear no liability to you or anyone else arising from or relating to your use of the AI Technology and/or the Outputs. For example, if you have a dietary restriction (e.g., a food allergy or a particular food you avoid for any reason), the Chatbot may misunderstand and give a recommendation that is inconsistent with your restrictions. You will use discretion and independent judgment before relying on, sharing or otherwise using the Outputs. You understand and agree that Goldbelly is not responsible for the recommendations made by the Chatbot and you further agree that you are solely responsible to check ingredient lists yourself for allergens and for consistency with your religious and/or moral beliefs and practices. The Chatbot may say something which is factually erroneous or offensive, for which we apologize in advance (and which do NOT represent our views) but for which you agree Goldbelly is not responsible. You understand and agree that Outputs are not created by any employee of Goldbelly and do not reflect the views of Goldbelly.

Intellectual Property Rights. As between you and Goldbelly, and to the extent permitted by applicable law, you (a) retain your ownership in the Inputs and (b) own the Outputs. You acknowledge and agree that, due to the nature of the Chatbot and the AI Technology generally, the Outputs generated for you by the Chatbot may not necessarily be unique from outputs generated for other users of the Chatbot. You represent and warrant that you own all right, title and interest in and to the Inputs, including all copyrights and rights of publicity contained therein. You do not gain any rights whatsoever in the Chatbot. All rights in it belong either to us or to those entities from whom we have licensed the technology. We can cease providing the Chatbot at any time without notice.

Use of Content. We (Goldbelly) have the right to use any Inputs or Outputs of the Chatbot (collectively, “Content”) without compensation or attribution to you. You hereby grant Goldbelly and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers) perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use Content for our reasonable business purposes, including (a) in connection with the operation of the Chatbot and (b) to develop and improve products and services, including use in connection with training models and algorithms.

Disclaimer of Warranties; LIMITATIONS ON LIABILITY
FOR THE AVOIDANCE OF DOUBT, THE CHATBOT IS PROVIDED “AS IS”, IS DEEMED PART OF THE “SERVICE” (AS DEFINED IN THE TOU) AND, AS SUCH, YOUR USE THEREOF IS SUBJECT TO ALL OF THE DISCLAIMERS AND LIMITATION OF LIABILITIES AND OTHER RELEVANT TERMS SET FORTH IN THE TOU THAT ARE APPLICABLE TO THE SERVICE.

IN ADDITION, YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON THE OUTPUTS AS A SOLE AUTHORITATIVE OR VALID SOURCE OF FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR YOUR OWN RESEARCH.

Indemnity
To the extent permitted by law, you will indemnify and hold harmless us, our affiliates, and our personnel, from and against any costs, losses, liabilities, and expenses (including attorneys’ fees) from third party claims arising out of or relating to use of the Chatbot and Content or any violation of these Chatbot Terms by you.
For the avoidance of doubt, the foregoing is in addition to, and not in lieu of, the indemnification obligations set forth in the TOU.

General Terms

Assignment. You may not assign these Chatbot Terms without the prior written consent of Goldbelly, but Goldbelly may assign or transfer these Chatbot Terms, in whole or in part, without restriction.

Changes to These Terms or Our Services. We may update these Chatbot Terms or the Chatbot from time to time without any notice to you. Your use of the Chatbot after such change or after we post new terms (as applicable) constitutes your consent to such changes. If you do not agree to the changes, you must stop using the Chatbot.

Delay in Enforcing These Terms. Our failure to enforce a provision is not a waiver of our right to do so later. Except as provided in the Dispute Resolution by Binding Arbitration clause of the TOU, if any portion of these Chatbot Terms is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

Dispute Resolution.
The Dispute Resolution by Binding Arbitration clause of the TOU is incorporated herein by reference with the same force and effect as though fully set forth herein. By agreeing to these Chatbot Terms, you agree to be bound by the dispute resolution and arbitration provisions contained in the TOU.