TOPANGA.IO TERMS OF SERVICE

Last Updated: 10/27/2022

 

 Topanga.io (“Topanga.io,” “we,” or “us”) provides to colleges, universities, and other food and beverage service providers (“Food Service Providers”) a service that enables users to have food and beverages that they order for pick-up or delivery be provided in reusable, returnable containers (“Reusable Containers”). This page explains the terms under which you may use our online services, website, web app, and software provided on or in connection with our reusable, returnable container service (collectively, the “Service”). BY ACCESSING OR USING THE SERVICE, OR BY CLICKING A BUTTON OR CHECKING A BOX MARKED “I AGREE” (OR SOMETHING SIMILAR), YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY: (I) THESE TERMS OF SERVICE AND (II) OUR PRIVACY POLICY HTTPS://REUSEPASS.COM/PRIVACY (OUR “PRIVACY POLICY”) (COLLECTIVELY THESE “TERMS”).  These Terms apply to all visitors, users, and others who access the Service (“Users”), including you individually or, if you are accepting these Terms on behalf of a company or other legal entity, that legal entity, and any person acting as your agent, under your authority, or with your permission (“you”).

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 1 (THE “ARBITRATION AGREEMENT”) AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 1.7 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 1.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND TOPANGA.IO, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS.  TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.

1. Arbitration 

   1. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND TOPANGA.IO TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM TOPANGA.IO. This Section 1 (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and Topanga.io that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Service, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Service; or (d) any other aspect of your relationship or transactions with Topanga.io, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to these Terms. 

 

1. If you are a new Topanga.io user, you can reject and opt-out of this Arbitration Agreement within 30 days of accepting these Terms by emailing Topanga.io at hello@topanga.io with your first and last name and clearly stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding controlling law or in which courts any Claims must be brought, and has no effect on any previous, other, or future arbitration agreements that you may have with us.

 

1. For any Claim, you agree to first contact us at hello@topanga.io and attempt to resolve the Claim with us informally. In the unlikely event that Topanga.io has not been able to resolve a Claim after sixty (60) days, we each agree to resolve the Claim exclusively through binding arbitration by the American Arbitration Association (“AAA”) before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein.  In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control.  AAA may be contacted at www.adr.org, where the Rules are also available, or by calling 1-800-778-7879. A party who desires to initiate an arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the Rules. AAA provides a form Demand for Arbitration at www.adr.org. You can contact AAA for more information on how to commence an arbitration proceeding at www.adr.org or 1-800-778-7879.

 

1. The arbitration will be conducted in the U.S. county where you live or Los Angeles County, California unless you and Topanga.io agree otherwise.  If you are using the Service for commercial purposes, each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with the Rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and Topanga.io agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms or any provision of these Terms, are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.

 

1. Nothing in this Section shall be deemed as (a) preventing Topanga.io from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, non-circumvention, intellectual property rights or other proprietary rights; or (b) preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.  

 

1. If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement (which shall remain in force) or Topanga.io’s or your ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction.  All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and you and we agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

 

1. Class Action/Jury Trial Waiver 

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND TOPANGA.IO AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S).  ANY RELIEF AWARDED MAY NOT AFFECT OTHER TOPANGA.IO USERS. YOU AND TOPANGA.IO FURTHER AGREE THAT, BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU AND TOPANGA.IO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER. 

1. Notwithstanding the provisions of this Arbitration Agreement, if we change any of the terms of this Arbitration Agreement after the date you first accepted these Terms (or accepted any subsequent changes to them), you may reject any such change by providing us with written notice of such rejection within thirty (30) days after the date such change became effective, as indicated in the “Last Updated” date above. This written notice must be provided by email to hello@topanga.io with your first and last name and clearly stating your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any Claim between you and us in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to these Terms (or to any subsequent changes to these Terms).

1. Our Service

   1. Eligibility

This is a contract between you and Topanga.io. You must read and agree to these Terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Topanga.io, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. ANY USE OR ACCESS TO THE SERVICE BY ANYONE UNDER 13 IS STRICTLY PROHIBITED AND IN VIOLATION OF THESE TERMS. If you are accessing the Service on behalf of an entity, you hereby agree to these Terms on your behalf and on behalf of such entity. If you are under 18, you may only use the Service if your parent or legal guardian has consented to these Terms on your behalf. If you are a parent or legal guardian of a User under the age of 18, by allowing your child to use our Service, you are subject to these Terms and responsible for your child’s activity on our Service. The Service is not available to any Users previously removed from the Service by Topanga.io.

1. Limited License

So long as you comply with these Terms and applicable law, we hereby grant you a non-exclusive, limited, non-transferable, freely revocable license to access and use the Service for your internal or personal use only and only as permitted by these Terms. Topanga.io reserves all rights not expressly granted herein in the Service and the Topanga.io Content (defined below). Topanga.io may terminate this license at any time for any reason or no reason.

1. User Accounts

In order to use the Service, you must register for an account. Your account on the Service (your “User Account”) gives you access to the Service. When registering for a User Account, you must provide true, accurate, and complete information and keep this information up to date.  You must maintain and promptly update such information so that it is current at all times. 

You may never use another User’s User Account without permission. You are solely responsible for the activity that occurs in connection with your use of the Service, including through your User Account, and you must keep your User Account password and other access information secure. You must notify Topanga.io immediately of any actual or suspected breach of security or unauthorized use of your User Account. Topanga.io will not be liable for any losses or damages caused by or arising from any unauthorized use of your User Account or your failure to comply with the above requirements. 

You may control your User profile and how you interact with the Service by changing the settings in your settings page. By providing Topanga.io your email address, you consent to our using that email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address and telephone number to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email or text messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email or text messages regarding updates, improvements, or offers. See Text Messaging below for further information about text messaging.

1. Service Rules

You will not (and will not permit any third party to), directly or indirectly, engage in any of the following activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including by any automated or non-automated “scraping”; (ii) using any automated system, including “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the Topanga.io servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Topanga.io grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may in our sole discretion impose an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, engaging in fraud, or hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (xii) bypassing the measures we may use to prevent or restrict access to the Service, including features that prevent or restrict use or copying of any content; (xiii) using or framing any of our trademarks or other proprietary information; (xiv) using meta tags or any other “hidden text” using any of our trademarks; (xv) deciphering, decompiling, disassembling, reverse engineering, or otherwise attempting to derive any source code or underlying ideas or algorithms of the Service, except to the limited extent applicable laws specifically prohibit such restriction; (xvi) incorporating the Service or any portion thereof into any other program or product; (xvii) selling, reselling, copying, renting, leasing, loaning, or distributing the Service, in whole or in part, or charging any party for access to the Service; or (xviii) acting as an intermediary, aggregator, or service bureau yourself or on behalf of any third party.

1. Changes to the Service; Termination

We may, without prior notice, change the Service, stop providing the Service or features of the Service to you or to Users generally, or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms. You may terminate your relationship with Topanga.io at any time by contacting Topanga.io at hello@topanga.io. 

1. Service Location

The Service is controlled and operated from facilities in the United States. Topanga.io makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

1. Your Relationship with Food Service Providers 

   1. The Service allows you to request that food and beverages you order for delivery or pick-up from Food Service Providers (an “Order”) be provided in Reusable Containers. The applicable Food Service Provider will be identified when you log in to the Service. You acknowledge that (a) all Orders will be made through the Food Service Provider’s ordering system and fulfilled by that Food Service Provider and not by Topanga.io and (b) the Food Service Provider (and not Topanga.io) will be solely responsible for accepting or rejecting your Orders and for preparing, packing, and making your Orders available for pick-up or delivery, processing payments for your Orders, notifying Topanga.io when Reusable Containers are picked up and returned, determining the terms and conditions under which Reusable Containers are made available to you, and all customer service related to your Orders. 

   2. The terms and conditions under which the Food Service Provider makes Reusable Containers available to you, including how long you have to return Reusable Containers without being considered late and the amount and calculation of any fees due if Reusable Containers are not returned on time or are lost, are set forth here https://reusepass.com/campus-terms

   3. From time to time, Food Service Providers may offer you promotions in connection with your activities related to Orders or Reusable Containers (“Promotions”). All Promotions are solely determined, offered, and managed by the applicable Food Service Provider (not Topanga.io). Promotions may be limited in time, may end with or without notice, are subject to local law, and are void where prohibited. To the extent that a Food Service Provider provides information relating to its Promotions to Topanga.io and instructs us to post that information on the Service, we will do so but we shall have no liability to you if that information is incomplete, inaccurate, or incorrect. You must contact the Food Service Provider directly to obtain the full description of, and all terms and conditions relating to, any Promotion.

2. Our Proprietary Rights

The Service and all materials therein or transferred thereby, including software, data, information, images, text, graphics, logos, photographs, audio, videos, and music (the “Topanga.io Content”), and all intellectual property rights related thereto, are the exclusive property of Topanga.io and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such intellectual property rights. Use of the Topanga.io Content for any purpose not expressly permitted by these Terms is strictly prohibited.

You may choose to, or we may invite you to, submit comments or ideas about the Service, including about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Topanga.io under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your Idea, Topanga.io does not waive any rights to use similar or related ideas previously known to Topanga.io, or developed by its employees, or obtained from sources other than you.

You acknowledge that you do not own the User Account you use to access the Service, nor do you possess any rights of access or rights to data stored by or on behalf of Topanga.io on Topanga.io servers, All data on Topanga.io’s servers are subject to deletion, alteration, or transfer. NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA AND USER ACCOUNT HISTORY RESIDING ON TOPANGA.IO’S SERVERS, MAY BE DELETED, ALTERED, MOVED, OR TRANSFERRED AT ANY TIME FOR ANY REASON IN TOPANGA.IO’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. TOPANGA.IO DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON TOPANGA.IO’S SERVERS.     

1. Text Messaging 

You expressly consent and agree that Topanga.io can contact you using written, electronic, or verbal means, including by manual dialing, emails, leaving prerecorded/artificial voice messages, or using an automatic telephone dialing system to call or text your mobile/cellular telephone number, as necessary to complete transactions requested by you and to service your User Account and as the law allows, even if those phone numbers are registered by you on any federal or state Do-Not-Call/Do-Not-Email registry. 

We offer you the chance to enroll to receive recurring SMS/text messages from Topanga.io. You may enroll to receive text messages about account-related news and alerts and/or marketing and promotional offers for Topanga.io products and services. By enrolling in Topanga.io’s SMS/text messaging service, you agree to receive text messages from Topanga.io to your mobile phone number provided, and you certify that your mobile number provided is true and accurate and that you are authorized to enroll the designated mobile number to receive such texts. You acknowledge and agree that the texts may be sent using an automatic telephone dialing system and that standard message and data rates apply. Consent is not required as a condition of use of the Service. Topanga.io is not responsible for any delays upon sending or receiving text messages. 

Please note that by creating a User Account and providing your phone number, you consent to receive autodialed or prerecorded calls and text messages from us at the telephone number(s) provided by you to us. We may place such calls or texts to (a) help keep your User Account secure through the use of two-factor authentication; (b) help you access your User Account when you’ve forgotten your password; or (c) as otherwise necessary to service your User Account or enforce these Terms, our policies, applicable law, or any other agreement we may have with you.

To unsubscribe from text messages at any time, text STOP, QUIT, END, CANCEL, or UNSUBSCRIBE to (213) 212 7356  or reply STOP, QUIT, END, CANCEL, or UNSUBSCRIBE to any text message you receive from Topanga.io. You consent that following such a request to unsubscribe, you may receive one final text message from Topanga.io confirming your request. For help, text HELP to (213) 212 7356 or contact us at hello@topanga.io.  

1. Third-Party Links and Information

The Service may contain links to third-party sites, applications, information, content, products, or services that are not owned or controlled by Topanga.io, including those owned or controlled by Food Service Providers. Topanga.io does not endorse or assume any responsibility for any such third-party sites, applications, information, content, products, or services (collectively, “Third Party Sites”). If you access a Third Party Site from the Service, you do so at your own risk, and you understand that these Terms, including Topanga.io’s Privacy Policy, do not apply to your use of Third Party Sites. By accessing or using Third Party Sites, you consent to the exchange of information and data regarding you between Topanga.io and the service provider of that Third Party Site. Once this information is shared with the service provider of that Third Party Site, its use will be governed by that service provider’s terms of use and privacy policy (and not by these Terms). YOU EXPRESSLY RELIEVE TOPANGA.IO FROM ANY AND ALL LIABILITY ARISING FROM YOUR ACCESS TO OR USE OF ANY THIRD PARTY SITE. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of products, and any other terms (such as warranties) are solely between you and such advertisers. YOU AGREE THAT TOPANGA.IO SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT RELATING TO YOUR DEALINGS WITH SUCH ADVERTISERS. 

1. Indemnity

You hereby indemnify and hold harmless Topanga.io and its affiliates and its and their respective licensors, employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorney’s fees) arising from or relating to: (i) your use of or access to the Service, including any data, information, or content transmitted or received by you; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right or applicable law; (iv) your willful misconduct; or (v) any other party’s access to or use of the Service through your User Account. You will cooperate fully as reasonably required in the defense of any such claim.

1. No Warranty

The Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Topanga.io or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, Topanga.io and its affiliates and licensors do not warrant that: (a) the Topanga.io Content is accurate, reliable or correct; (b) the Service will meet your requirements; (c) the Service will be available at any particular time or location, uninterrupted or secure; (d) any defects or errors will be corrected; or (e) the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service. 

Further, Topanga.io does not warrant, endorse, guarantee, or assume responsibility for any Order or Promotion or any product or service advertised or offered by any Food Service Provider or other third party through the Service or any Third Party Site, and Topanga.io will not be a party to or in any way monitor any transactions between you and any third-party providers of products or services, including any Food Service Providers.

If your mobile device is off, out of range, or subject to a variety of other conditions, you may not be able to use the Service and communications through the Service (such as notifications of Reusable Container return due dates and late fees) may be delayed. Cellular and other wireless transmission services and networks are inherently insecure and subject to service disruptions, weak or dropped signals, and other failures over which Topanga.io has no control. Topanga.io assumes no responsibility or liability for any delays or failure to send or receive communications through the Service or text messages or for any security breaches or incidents related to any of the foregoing.

The law in some jurisdictions does not allow the exclusion and limitation of certain implied warranties, so the above exclusions may not apply to you. In such jurisdictions, the scope and duration of such implied warranties and the warranties set forth in these Terms will be the minimum permitted by applicable law. These Terms give you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under these Terms will not apply to the extent prohibited by applicable law.

1. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Topanga.io, its affiliates, suppliers, licensors or its or their respective agents, directors, employees, be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages or for loss of profits, goodwill, use, or data, or for other intangible losses arising out of or relating to the use of, or inability to use, the Service. Under no circumstances will Topanga.io be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to or use of the Service or your account or the information contained therein.

To the maximum extent permitted by applicable law, Topanga.io assumes no liability or responsibility for any (a) personal injury or property damage of any nature whatsoever resulting from your access to or use of the Service or any Order or Promotion; (b) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (c) any interruption or cessation of transmission to or from the Service; (d) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service by any party; (e) any errors, mistakes, inaccuracies, or omissions in any content or information or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; or (f) the defamatory, offensive, or illegal conduct of any third party. In no event shall Topanga.io, its affiliates, suppliers, licensors or its or their respective agents, directors, employees be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding $50.00.

Any dispute you have arising out of any Order or Promotion or your use of the Service in connection therewith is directly between you and the Food Service Provider or other third party provider of such Order or Promotion and you irrevocably release Topanga.io, its affiliates, suppliers, licensors or its or their respective agents, directors, and employees from any and all losses of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. 

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Topanga.io has been advised of the possibility of such damage.

These Terms gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law, including New Jersey law. In such jurisdictions, Topanga.io’s liability is limited to the minimum permitted by applicable law.

1. Governing Law

You agree that (a) the Service shall be deemed solely based in California and (b) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Topanga.io, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. You and Topanga.io acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Los Angeles County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our intellectual property rights or other proprietary rights, as set forth in the Arbitration Agreement, including any provisional relief required to prevent irreparable harm. You agree that Los Angeles County, California is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Agreement is found to be unenforceable.

1. General

   1. Complaints

Under California Civil Code Section 1789.3, California users of the Service receive 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 the contact information set forth at https://www.dca.ca.gov/about_us/contactus.shtml or successor thereto.

1. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Topanga.io without restriction. Any attempted transfer or assignment in violation hereof is null and void.

2. Notification Procedures. Topanga.io may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Topanga.io in our sole discretion. Topanga.io reserves the right to determine the form and means of providing notifications to our Users, provided that, you may opt out of certain means of notification as described in these Terms. Topanga.io is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. 

3. Changes to the Terms Topanga.io may, in its sole discretion, update or modify these Terms from time to time. If we do so, you will be required to accept the updated or modified Terms in order to continue using the Service. If you do not agree to the updated or modified Terms, you may not continue to access or use the Service.

4. Entire Agreement/Severability. The Terms, together with any amendments and any additional agreements you may enter into with Topanga.io in connection with the Service, shall constitute the entire agreement between you and Topanga.io concerning the Service. Except as otherwise stated in the Arbitration Agreement, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

5. Interpretation. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. For purposes of these Terms: (a) the words “include,” “includes”, and “including” will be deemed to be followed by the words “without limitation”; (b) the words “such as”, “for example”, “e.g.”, and any derivatives of those words will mean by way of example and the items that follow these words will not be deemed an exhaustive list; (c) the word “or” is not exclusive; (d) the words “herein,” “hereof,” “hereby,” “hereto”, and “hereunder” refer to these Terms as a whole; and (e)  the singular includes the plural and the plural includes the singular. No ambiguity will be construed against any party based on a claim that the party drafted the language.

6. No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Topanga.io’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

7. Contact. Please contact us at hello@topanga.io with any questions regarding these Terms.

8. Government Users.  The Service and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users: (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to these Terms. Unpublished rights reserved under the copyright laws of the United States.