TERMS OF USE

These Terms of Use (the “Terms”) govern the use of the Basketful Add-to-Cart software service enabling users to use a food recipe to fill an online shopping cart and purchase groceries (the “Software”). The Software is owned and operated by Basketful Co, a Minnesota corporation with its principal office in Minneapolis, Minnesota (“Basketful”) and its licensors.

PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE WITH THE TERMS, DO NOT USE THE SOFTWARE.

Capitalized terms that are defined in these Terms have the specific definitions given to them whenever they are used in these Terms.

Applicability of Terms

Basketful does not create, develop, or produce any of the food recipes used to provide the Software functionality. These recipes are provided by Basketful’s customers. Basketful has no responsibility for any recipe content, and hereby disclaims any liability related to or arising from the use of the recipes and the food ingredients they call for.

In providing the Software, Basketful does not sell groceries or any other products online. The Software works with online grocery retailers to populate an online shopping cart provided by the retailer. When you use the Software to purchase groceries, all terms of the sale of the groceries are between you and the grocery retailer or the food manufacturer. This includes the payment, customer service, order confirmation and processing, order changes, delivery or pickup, sales tax, product returns, and purchase data security.

Use of the Software constitutes acceptance of these Terms. These Terms will continue in force and effect for as long as you use the Software unless we inform you otherwise. We reserve the right to change the Terms at any time in our sole business discretion. We will make reasonable efforts to notify users of changes to the Terms via the Software interface.

User Information

Users are required to provide an email address and other personal information to purchase groceries and make full use of the Software functionality. We may use your personal information to send you announcements, administrative messages, and other information about the Software. You may be able to opt out of some of these communications. Our privacy practices are set forth in our separate Basketful Privacy Policy. Please review it carefully and regularly.

Mobile Phone Number Use

Users may submit a mobile phone number for purposes of receiving text messages from the Software. If you choose to submit your mobile phone number, you agree to the following usage terms:

(1) Basketful may use your mobile phone number to send you text messages concerning your grocery purchases and other matters related to your use of the Software.

(2) You may opt out of receiving text messages at any time by texting STOP in response to a message received from the Software.

(3) Your consent to Basketful’s use of your mobile phone number will be valid for as long as you continue using the Software unless or until you expressly revoke this consent as provided by the preceding paragraph.

Grocery Order History Usage

Users may allow Basketful to access their order history including information about products purchased at retailers. If you opt to allow access to order history, you agree to the following terms:

(1) Basketful may access your order history at a retailer and store information about your orders.

(2) Basketful may use your order history to give you better product matches and otherwise improve your experience and measure the performance of our service (e.g. “did all items get into your cart successfully?”, “were you able to checkout, and when?”, “can we simplify your experience by knowing which products you regularly buy?”)

(3) You may opt out of sharing order history at any time by emailing info@basketful.co with the words “opt-out” anywhere in the subject or body of the message along with the email address(es) you use for ordering.

(4) Your consent to Basketful’s use of your order history will be valid for as long as you continue using the Software unless or until you expressly revoke this consent as provided by the preceding paragraph.

Fees

Basketful does not currently charge any direct fees to users for use of the Software. We reserve the right to charge for the Software in the future. We will not attempt to charge you for the Software without giving you prior notice and an opportunity to opt-out of further use of the Software.

Use of the Software

Basketful grants you the right to access and use the Software for your personal grocery shopping and purchasing purposes.

The Software is not intended for use by anyone under age 18. Upon registration you represent and warrant that you are age 18 or older. You may not use the Software if you are barred from doing so under the laws of the United States or other country, including the country of your permanent residence or from which you use the Software.

In using the application, you must accept usage restrictions. We intend these so that we can retain control over the Software and make it consistently available to all our users.

You may not attempt to rent, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Software available to any third party. You may not attempt to copy or create derivative works based on the Software, either on your own or through any third party. Do not attempt to produce a source listing, decompile, disassemble, or otherwise reverse engineer the Software.

You are prohibited from interfering with or disrupting the performance of the Software by other users. Do not attempt to gain unauthorized access to any data stored in the Software.

You may not remove or obscure any notices or markings, including without limitation, copyright, trademark, or confidentiality notices, or ownership notices on the Software, including any screens displayed by such product.

We reserve the right to terminate your access to and use of the Software immediately and without prior notice to you if you violate the foregoing restrictions on use or otherwise violate these Terms.

User Content

Basketful does not own the information that you store in or use with the Software (the “User Content”). You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Content. You hereby grant Basketful a royalty-free, worldwide, non-exclusive right and license to use, reproduce, modify, edit, adapt, publish, distribute, perform and display User Content solely for the purpose of providing the Software functionality to you and other users.

You acknowledge that Basketful may contract with third party development, application hosting, data storage (including User Content) or technology infrastructure services providers for purposes of providing the Software functionality (“Third Party Service Providers”). Basketful will make reasonable commercial efforts to ensure that the Third Party Service Providers abide by any applicable terms and conditions of this Agreement. Basketful is solely responsible for monitoring and supervising the work of the Third Party Service Providers.

User Content Standards

All User Content must comply with the following standards, and with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, you specifically represent, warrant, and agree that:

(1) You own or have secured sufficient intellectual property rights to the User Content to access and use the Software for its ordinary and intended use;

(2) Your use of your User Content on the Software, and your User Content itself, does not and will not infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.

(3) Your User Content does not and will not contain any content or material that is unlawful, threatening, harassing, profane, obscene, indecent, abusive, tortuous, defamatory, libelous, deceptive, fraudulent, or that violates a person’s privacy, or publicity rights; and

(4) Your User Content does and will not contain a software virus or other harmful component.

Changes to the Software

We expect to review and evaluate the Software functionality on a continuing basis. We may add or remove functionality or features in our business discretion, and may suspend or stop some functionality. If we discontinue functionality, where reasonably possible, we will give you reasonable advance notice.

Intellectual Property Rights  

Basketful retains all ownership and intellectual property rights to the Software except for the usage rights granted to users and our other customers. We may use any technology, ideas, concepts, know-how, methods, and techniques related to the Software that we learn from users unless we specifically agree otherwise. Nothing in these Terms shall be construed to prevent us from developing, marketing, selling, or licensing products or services that may include the same or similar functionality to the Software.

You do not have any intellectual property rights in the Software or any content displayed by it or stored in it other than your own User Content. You may not use content from the Software belonging to other users or our customers unless you first obtain their permission or are otherwise permitted to do so by law.

Any content owned or provided by our customers or other users of the Software is the sole responsibility of such customers and users. We may review user content in our discretion and remove or refuse to display it if we believe that doing so violates the law. Be aware: we do not actively review or monitor content submitted by users, so you view any content displayed by the Software at your own risk.

Feedback and Submissions

If you submit comments, ideas, or feedback to us, you agree that we can use them without any restriction or compensation to you. We do not waive any rights to use similar or related ideas or feedback previously known to us, developed by Basketful, or obtained from sources other than you.

Trademarks

The “Basketful” name and logo are trademarks of Basketful or its affiliates or licensors. You may not use these trademarks without the prior written permission of Basketful. All other names, logos, product and service names, designs and slogans used on or appearing on the Software are the trademarks of their respective owners.

Copyright Issues

If you are a copyright owner and believe your copyrighted material has been used on or displayed by the Software in a manner that constitutes copyright infringement, please report the violation to our designated copyright agent by sending written and email notices to:

Basketful Co

Att’n:  Chief Executive Officer

c/o LegalInc. Corporate Services Inc.

3800 American Blvd. W, Suite 1500

Bloomington, MN  55431

info@basketful.co

Please include the following information in your notice to us: (1) a detailed description of the allegedly infringed copyrighted material, (2) a description of the location of such material on the Software, (3) your contact information, including address, telephone number, and email address, if any, (4) your statement that you have a good faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent or the law, (5) your statement, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner’s behalf, and (6) an electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert copyright infringement and to submit the statement.

Warranties and Disclaimers

You understand and agree that these Terms create a legally binding contract governing your use of the Software. You warrant that your use of the Software will comply with all of your obligations to third parties and all applicable laws, rules, and regulations of all federal and state legal jurisdictions and governmental agencies.

YOUR USE OF THE SOFTWARE, ITS CONTENT, AND ALL PRODUCTS OR SERVICES OBTAINED THROUGH THE SOFTWARE ARE AT YOUR OWN RISK. WE PROVIDE THE SOFTWARE TO OUR USERS “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION, SECURITY, RELIABILITY, ACCURACY, AVAILABILITY OR QUALITY OF THE SOFTWARE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR HARMFUL TECHNOLOGY OR MATERIAL THAT MAY INFECT OR CORRUPT YOUR USER CONTENT, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SOFTWARE OR ANY PRODUCTS OR SERVICES OBTAINED THROUGH THE SOFTWARE.

Liability Limitations

TO THE FULLEST EXTENT ALLOWED BY LAW, WE AND OUR AFFILIATES, LICENSORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, AND PROFESSIONAL ADVISERS WILL HAVE NO FINANCIAL LIABILITY TO USERS FOR ANY AND ALL CLAIMS RELATING TO THEIR USE OF THE SOFTWARE PURSUANT TO THESE TERMS.

TO THE FULLEST EXTENT ALLOWED BY LAW, WE AND OUR AFFILIATES, LICENSORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, AND PROFESSIONAL ADVISERS WILL NOT BE LIABLE TO ANY USER OR THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF ANY USE OF THE SOFTWARE, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE.

IN ALL CASES, BASKETFUL, ITS THIRD-PARTY SERVICE PROVIDERS, AND ITS LICENSORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

Indemnification

You agree to defend, indemnify and hold harmless Basketful, and its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees, including reasonable legal fees, arising out of or relating to your violation of these Terms, your use and all of your authorized users’ use of the Software, including, but not limited to, your User Content, and your use of any other content, materials, or services other than as expressly authorized in these Terms.

General

All notices you provide to us concerning these Terms must be delivered in person or by means evidenced by a delivery receipt to our principal business office and addressed to the attention of the Basketful Chief Executive Officer.

These Terms are governed by the laws of the State of Minnesota and applicable U.S. federal law. All legal actions to enforce or interpret these terms shall be commenced exclusively in the state or federal courts located in Hennepin County, Minnesota, U.S.A., and you consent to the exclusive jurisdiction and venue of such courts.

You may not assign or otherwise transfer your rights under these Terms without our prior written consent, which consent may be withheld for any reason in our sole discretion. We may freely assign our rights and obligations under these Terms to any third party as we determine in our sole business discretion.

This Agreement shall be binding upon, and inure to the benefit of, the parties and their permitted respective successors and assigns.

Any waiver or failure by Basketful to exercise its rights under these Terms will not create a continuing waiver of such rights. If any provision of these Terms is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and will be interpreted, to the extent possible, to achieve the purposes as originally expressed in the invalid, illegal or unenforceable provision.

These Terms state our entire agreement with you concerning use of the Software. These Terms may be superseded by the express terms of our license or other agreements with a Customer.

Copyright © 2018 by Basketful Co. All rights reserved.

Last revised:  March, 2018.