Terms of Service (Legals)

Who We Are and What We Do

1.1 Eatelli

Eatelli Inc. (Eatelli), a Delaware company, provides technology solutions to help retailers connect with their customers. It makes sure that the product a customer orders is ready for pick-up or consumption when the customer arrives at the chosen retail location. Through its smartphone application (“App” or “LOCELLI® App”) and its website (“Site”), Eatelli provides a simple and quick means for customers and the retail industry to connect. Thus, Eatelli improves the shopping and dining experience either by speeding up the take-out process or reducing the wait-time for on-site diners or retailers. Eatelliis, however, not a food services-provider, a retailer or logistics-provider and, thus, not the party operating any of the food service businesses accessible through our Site or App. “LOCELLI®” is a trade name of Eatelli Inc., a Delaware corporation, which is the party offering the proprietary services featured on our platform or Site (“Services”).

1.2 Our Users

In these Terms of Service, we use “Users” or “you” to refer to (i) employees of, and other individuals associated with, participating food industry businesses using our services or accessing our Site (“Merchant Users”), as well as customers who register on our Site to use the LOCELLI® App to order food or beverages (“Registered Users”), or any other visitors to our Site.

1.3 Contracting Party

Eatelli Inc., a Delaware corporation, with its principal place of business at 1229 Gold Flower Road, Carlsbad, CA 92011 is your contractual counterpart for these Terms of Service (as this term is described in more detail in Section 2.1).

Our Terms of Service

2.1 Terms of Service Agreement

Please read the following pages containing our Terms of Service Agreement (“Terms of Service” or, in brief, “Terms”) carefully, as they hold important information about our mutual rights and responsibilities. These Terms of Service govern all of our Services, all of which are offered subject to your acceptance without modification of these Terms of Service. In addition to the Sections below, these Terms of Service include and incorporate by reference the following agreements, terms, policies, requirements and guidelines:

Our Privacy Notice available here.

Subject to the terms and conditions of these Terms of Service, Eatelli grants you (a) a limited, non-exclusive and non-transferable license to download, install and use the App on a smartphone, tablet or other mobile device that you own or control, and (b) to access the Services available through the App and our Site.

2.2 Your Acceptance

You agree to these Terms of Service and you enter into a binding contract with Eatelli when you sign up as a Registered User by clicking “Sign Up,” “Register Now,” “Get Started” or similar buttons on our Site, download our App or when you use any of the Services (“Acceptance”). If you do not agree to any portion of these Terms of Service, you may not download our App or use or access the Services. If you will be using the Services on behalf of an entity, you agree to these Terms of Service on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that entity. If you do not have such authority do not use or access the Services.

These Terms of Service include (a) certain disclaimers of warranties on behalf of Eatelli; and (b) certain limitations of liability for the benefit of Eatelli.

2.3 Modifications

Eatelli reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of these Terms of Service at any time. Modifications to these Terms of Service will be communicated by being posted on our Site. In addition to alerting our users to any modifications by legending our Terms of Service as “updated,” we may alert you to modifications of our Terms of Service via email or other communication. Modifications will be effective thirty (30) days following the date of the posting of any such modifications or such other date as communicated in any other notice to you.

However, it is your responsibility to check our Terms of Service periodically for modifications, they will enter into force as scheduled, whether or not you are aware of any impending changes or modifications. In fact, your continued use of the Services following the effectiveness of any modifications to these Terms of Service shall be deemed to constitute your acceptance of any such modifications. If any modification to these Terms of Service is not acceptable to you, you must cease accessing, browsing and otherwise using the App or the Services.

Term Termination

3.1 Term

These Terms of Service are effective upon your Acceptance as set forth under Section 3.1 above and continue in effect until terminated.

3.2 Termination by LOCELLI®

Eatelli may terminate your right to use the Services at any time if (a) you violateor breach these Terms of Service; (b) you misuse or abuse the Services; or (c) allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose Eatelli to legal liability. We will use reasonable efforts to provide you notice of any such termination. In addition, Eatelli reserves the right to terminate your use of the Services by giving you five days notice, even in the absence of any of the conditions set out in litt. a), b) and c). In all of the foregoing cases, you agree that Eatelli shall not be liable to you or any third-party for any such termination of your right to use or otherwise access the Services.

3.3 Termination by You

You may terminate this agreement by cancelling your Registered User account. If you need help cancelling your account, please contact us.

3.4 Survival of Terms

All provisions of these Terms of Service that, by their nature, should survive termination of these Terms of Service shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, choices of law and judicial forum and intellectual property protections and licenses).

Ordering Process

This section describes, in general terms, the steps connected with ordering food, beverage or other goods or services by using the Services. Our Site and/or our App feature food service-providers who have signed up as Merchant Users. Our Site and or our App allow you to place orders for food, beverages and other goods and services offered by such Merchant Users and to communicate with the Merchant Users where you have placed an order to coordinate with respect to the availability for pick-up or on site consumption of your order at a designated site. This is a transaction concluded by you and the Merchant User selected by you. Eatelli is not a party to this transaction and bears no liability for the availability, on-time delivery or quality of the food, beverage, goods or services ordered by you. As a condition of placing an order by using the Services you are required to link your Registered User account with a valid credit card or other authorized payment method (“Payment Method”). Merchant Users set the prices for the goods and services you may be ordering by using the Services, and they may be offering different prices and conditions for the same goods and services to different customers, depending on a variety of factors. As part of the ordering process, the Merchant User will require you to pay for your order. You are responsible for payment for your order by means of an authorized Payment Method in accordance with the terms and conditions applicable to the transaction between you and the Merchant User. Eatelli does not mark up any prices charged by its Merchant Users and has no control over such prices. Any taxes added to the price of your order by the Merchant User are your responsibility to pay.

Once you arrive at the site designated by you and the Merchant User for pick-up or on-site consumption of your order, you must communicate your arrival by checking in, typically by placing your mobile device near a sensor bearing the LOCELLI® logo at the Merchant User’s site. You should receive feedback through your mobile device or the Merchant User’s LOCELLI® sensor that you have successfully checked in. As mobile devices or other hard and software used to provide the Services may not be available or may malfunction from time to time, you should check with the Merchant User directly if you are not sure whether your check-in was successful. Eatelli disclaims any liability for a failure or a delay of communicating your arrival to the Merchant User for whatever reasons. If you were satisfied with the quality of the food and beverages ordered and/or the service provided by the Merchant User and its staff, please feel free to leave a tip in accordance with local customs. Eatelli will not financially reward the performance of its Merchant Users and their staff; however, we will ask you to provide feedback about your experience following your visit to any Merchant User. Any feedback you may provide us with (including pictures you may share with us as part of your feedback) will be available to Eatelli for use in its business without any limitations or restrictions.

Important Legal Terms Governing All Use of the Services

5.1 Financial Responsibility for Use of Services

Signing up as a Registered User and the subsequent use of your LOCELLI® account is free of charge. However, any liabilities incurred in connection with the use of LOCELLI® vis a vis third parties, including but not limited to charges for food and beverage items ordered through our Service and any related taxes or service charges, are the sole responsibility of the Registered User.

5.2 No Liability for Claims Against Merchant Users and Other Third Parties

Eatelli is not in a position to investigate or vet the purveyors of food and beverage services signing up as Merchant Users on LOCELLI® and disclaims any obligation to do so to the extent permitted by law. Thus, acceptance of anyone as Merchant User, or permittance of Registered Users to report on our Site about their experiences with a particular Merchant User, is not a recommendation or endorsement by Eatelli of such a Merchant User, its products and services or parties advertising on their websites. By signing up as a Registered User and by each continued use of our Service, you agree to conduct your own investigation with respect to any Merchant User you may decide to visit or order food, beverages, goods or services from. In particular, without limitation, this includes research into the safety of their premises and their health and safety records. By signing up as a Registered User and by each continued use of our Service, you accept that Eatelli shall have no liability for any claims you may have against a Merchant User or any other third party in connection with your use of the Services and agree to refrain from threatening or asserting claims against Eatelli, its parent company, subsidiaries, and affiliates; or their shareholders, directors, officers, employees and agents.

5.3 No Unlawful Conduct by Registered Users

LOCELLI®, as a space where purveyors of food and beverage and other goods and services connect, can function only if all users respect certain rules. Thus, Eatelli expects of each Registered User, and each Registered User agrees, that he or she will refrain from any unlawful or abusive conduct when using our Site and Services, in particular but not limited to, infringing on the (intellectual) property rights or trade secrets of any other party using or being featured on our Site, any kind of harassment, fraudulent, racist, sexist or slanderous conduct; or conduct that is otherwise considered grossly offensive in accordance with generally accepted community standards for use of online media.

5.4 Indemnification

You agree to defend, indemnify and hold Eatelli, its affiliates and subsidiaries, each of their respective officers, directors, agents, co-branders, licensors, payment-processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a “Claim”) due to or arising out of: (a) your breach of these Terms of Service, including, without limitation the Terms of Use, the Merchant Agreement and any other part of these Terms of Service; (b) your improper use of the Services; (c) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party. Your obligations to indemnify Eatelli shall not apply in the event that a Claim is arising out of of Eatelli’s gross negligence or willful misconduct.

5.5 Disclaimer of Warranties

EATELLI PROVIDES ITS SERVICES “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, WITHOUT LIMITATIONS, WE DO NOT MAKE ANY WARRANTIES REGARDING ANY MERCHANT USER AND THEIR SERVICES OR PRODUCTS. YOU ACKNOWLEDGE THAT EATELLI HAS NO AFFILIATION WITH ANY MERCHANT USER OR OTHER THIRD-PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES, AND EATELLI HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTIES.

5.6 Limitation of Liability

EATELLI HEREBY DISCLAIMS ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF EATELLI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TERMS OF SERVICE. THESE LIMITATIONS APPLY EVEN IF THE ABOVE STATED REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

5.7 Trademarks

The trademarks, service marks and logos of LOCELLI® (the “LOCELLI® Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Eatelli Inc. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with LOCELLI® Trademarks, the “Trademarks”). The offering of the Services shall not be construed as granting any license or right to use any Trademark displayed in connection with the Services, including as link to or from any other site, without the prior written consent of Eatelli. The Trademarks may not be used to disparage Eatelli, any third party or LOCELLI®’s or such third party’s products or services, or in any manner that may damage any goodwill in the Trademarks. All goodwill generated from the use of any LOCELLI® Trademark shall inure to Eatelli’s benefit.

5.8 Notices

Notices to you may be sent via email or direct mail to the address in Eatelli’s records. The Services may also provide notices of changes to these Terms of Service or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact Eatelli or deliver any notice, you can reach us at the following address:

Eatelli, Inc.

1229 Gold Flower Road

Carlsbad, CA 92011

Email: info@locelli.com

5.9 Entire Agreement

These Terms of Service constitute the entire agreement between you and Eatelli with respect to this subject matter and govern your use of the Services, superseding any prior or contemporaneous agreements, discussions or communications between you and Eatelli on the subject matter hereof.

5.10 Choice of Law

These Terms of Service and the provision of the Services to you are governed by the laws of the state of California, U.S.A., without reference to principles of conflict of laws.

5.11 Waiver; Severability

The failure or delay of Eatelli to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of these Terms of Service is found to be invalid by a court of competent jurisdiction, the other provisions of these Terms of Service shall remain in full force and effect.

5.12 Judicial Forum

Any dispute arising out of or in connection with these terms or the Services shall be resolved exclusively by a federal court located in San Diego County, California, and to the extent there is no subject matter jurisdiction in such federal court, then a state court in San Diego County, California. Both you and Eatelli agree to submit to the customeral jurisdiction and venue of such courts and agree that such forum is convenient.

5.13 Titles

Any Section titles in these Terms of Service are for convenience only and have no legal or contractual effect.

5.14 Violations

Please report any violations of these Terms of Service by email.

5.15 Assignment

We may, without your consent or approval, freely assign these Terms of Service and our rights and obligations under these Terms of Service, whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.

5.16 Relationship

No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms of Service.