Terms & Conditions

Last updated: August 02, 2021

THESE TERMS & CONDITIONS ARE SUBJECT TO ARBITRATION, AS SET FORTH IN SECTION 9, BELOW

Terms & Conditions of Service for Customers

Please read the following Terms & Conditions of Service (collectively, the “Terms” and individually, a “Term”) carefully, as these Terms constitute a legal, binding agreement between you (“You,” “Your,” or “Yourself”) and UBake, LLC, a South Carolina limited liability company (sometimes referred to as “UBake” or “It,” “We,” “Us,” or “Our”). These Terms may be updated or modified by Us, from time to time, without notice to You.

UBake provides a web-based platform (the “Services”) to connect customers (other “Customers”) like You with certain vendors who utilize Our Services (collectively, the “Vendors” and individually, a “Vendor”), for the purchase and sale of food and food-related items (collectively, the “Transactions” and individually, a “Transaction”). Based upon the Services that We provide, We are not directly involved in any Transaction between You and a Vendor.

1. Your Agreements: You acknowledge and agree as follows:

a. These Terms include UBake’s separate Privacy Policy, as may be amended from time to time, without notice to You, which such Privacy Policy, as amended, is incorporated into these Terms by express reference (the “Privacy Policy”). As such, the words “Term” and “Terms” shall be deemed to be inclusive of the terms and conditions of the Privacy Policy.

b. Any Transaction entered by You is solely between You and the particular Vendor. The only services that UBake provides, has provided, or will provide are the Services, unless agreed upon by UBake in writing.

c. We have the right to change, suspend, discontinue, or terminate all or any part of Our Services, at any time and without notice or liability.

d. You have read, understand, and agree to be legally bound by the Terms and Our Privacy Policy.

e. UBake has no control over the food, food-related items, and other products of the Vendors; Your conduct, the conduct of other Customers, or the conduct of the Vendors; the quality, safety, or legality of such food, food-related items, and other products of the Vendors; the material posted by You, other Customers, or the Vendors using Our Services or otherwise; the truth or accuracy of the material posted by the You, other Customers, or Vendors using Our Services or otherwise; whether the Vendor is actually capable of completing any Transaction or whether You are actually able to pay the associated fees for any Transaction.

f. Vendors may list ingredients or disclose allergen or food preparation standards through the Services; however, UBake does not investigate or verify ingredients, food preparation standards, or whether the Vendors comply with applicable laws and regulations, including, but not limited to, “cottage food” laws and regulations and those enacted for the purpose of protecting the health and safety of Customers like You. Vendors are solely responsible for compliance with applicable laws and regulations related to their food, food-related items, and other products (including, but not limited to, disclosures and warnings) and the preparation, storage, distribution, sanitation, and delivery thereof. If You or anyone else has a specific food allergy or food preparation requirements, You are encouraged to thoroughly examine the Vendors disclosures and contact the Vendor directly to address Your needs, prior to completing a Transaction and before consuming any food, food-related item, or other product of a Vendor.

g. UBake does not and will not have possession over any of the food, food-related items, or other products prepared or otherwise offered for sale by the Vendors; therefore, UBake is incapable of transferring any legal interest in such items and products to You.

h. UBake has the sole, absolute, and exclusive right to deny, restrict, suspend, or terminate Your (or any of Your devices) access to and use of the Services, or any portion of the Services, with or without cause, without notice to You, and without liability to Us.

i. UBake cannot and has not provided You, or any other Customer, any legal advice or counsel of any kind or nature. Instead, You have had full opportunity and ability to obtain separate legal counsel of your own choosing.

j. Currently, We utilize Stripe for payment. Your use of the Services and Stripe is subject to the terms and conditions, including the privacy policies, of Stripe, as may be amended from time to time. We reserve the right to use, without prior notice to You, alternative or additional methods for accepting payments for the Services and the Transactions.

k. Based upon the Services provided and the access to Vendors afforded to You, valid consideration supporting these Terms has been provided to You, and You will not challenge or contest the existence or legal sufficiency of such consideration.

l. Neither UBake nor Its members, managers, directors, employees, agents, licensees, affiliates, subsidiaries, parent companies, insurers, attorneys, representatives, successors, or assigns, as applicable, shall have any liability or other responsibility to You, any other Customer, any Vendor, or any other party in connection with, or in any manner related to, any Transaction, including, but not limited to, any food, food-related items, or other products sold and delivered to You or any other Customer. THIS DISCLAIMER OF LIABILITY IS FULL AND COMPLETE TO COVER ALL CLAIMS IN ANY MANNER RELATED TO THE TRANSACTIONS.

m. All disclaimers of warranties, all releases, and all of Your waivers in these Terms are valid and effective, and You will not challenge or contest the existence or legal sufficiency of such disclaimers, releases, or waivers. Furthermore, all such disclaimers, releases, and waivers are made by You on behalf of Yourself and your heirs, personal representatives, employees, agents, successors, and assigns.

2. Your Representations: You represent and warrant as follows:

a. All of Your agreements, representations, and warranties made in these Terms are true, accurate, and complete, in all material respects, at all times while You use or access the Services and in regards to all Transactions that You enter with Vendors.

b. You are eighteen (18) years or older.

c. You have full power and authority to agree to these Terms, register for the Services, use the Services, and enter into Transactions with Vendors.

d. You are fully able and competent to agree to and satisfy these Terms, which You do so voluntarily, according to Your own free will, and without any coercion, undue influence, threat, or intimidation of any kind or type whatsoever.

e. Your use of the Services will be in compliance with all applicable laws and regulations (including, but not limited to, applicable “cottage food” laws and regulations), and You will not use the Services for any unlawful purpose. Moreover, You will not use the Services to engage in any commercial activities, including, but not limited to, advertising, marketing, or promoting a product, service, or business, except for such limited commercial activities related to purchasing or offering to purchase (by one or more Transactions) food, food-related items, and other products of Vendors using Our Services; raising money for any purpose, charitable, profitable, or otherwise; or collecting data or research for a competing business or for any other purpose.

f. You will not post, send, upload, transmit, or otherwise make available any unlawful, spamming, threatening, defamatory, libelous, tortious, obscene, indecent, pornographic, or profane material or content or any material or content that could constitute or encourage conduct from others that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law or regulation. Similarly, You will not post, send, upload, transmit, or otherwise make available any material or content that: infringes any intellectual or other proprietary rights of any person or entity, including, but not limited to, copyrights, trademarks, patents, and other registrations; violates any person’s privacy; discloses any personal information about another person, including, but not limited to, that person’s name, contact information, financial information, protected health information, or any similar personal information; promotes violence or other disruptive conduct; misstates or otherwise misrepresents Your identity; or constitutes “spam” or other unsolicited communications. Additionally, You will not use Our Services or enter into any Transaction in any manner that provides false, misleading, or inaccurate information; impersonates any other person or entity; is otherwise fraudulent; or violates these Terms. Any such actions may subject You to civil and criminal penalties.

g. You will not enter into any Transaction that involves the sale of tobacco or alcohol; contains any items or ingredients that have been identified by the United States Food and Drug Administration (“FDA”) or the United States Consumer Products Safety Commission (“CPSC”) as being hazardous or prohibited and/or is a “potentially hazardous” food under any applicable “cottage food” law or regulation; or is related, in any manner, to illegal, counterfeit, or stolen goods or items.

h. You will not create multiple accounts or logins for Yourself, for any reason, on Our Services.

i. You will not use automated means, including spiders, robots, crawlers, scraper, data mining tools, or the equivalent to download, scape, aggregate, or otherwise manipulate data from Our platform, directly or indirectly, except through the use of commonplace search engines (e.g., Google).

j. You will not interfere with or manipulate, or attempt to interrupt or manipulate, the proper operation of the Services through the use of any mechanism or process, including, but not limited to, through the use of one or more viruses, malware, devices, information collection or transmission mechanisms, software or processes, or by accessing or attempting to gain access to any data, files, or passwords, in any manner related to the Services, through hacking, password or data mining, or any other means.

k. You will not take any action that imposes or may impose, in Our sole and absolute discretion and judgment, an unreasonable or disproportionately large load or other negative impact on Our infrastructure and capacity, nor will You bypass any measures or protocols that We may use to protect and/or to prevent, restrict, or otherwise limit access to Our Services.

3. Registration & Log-In Credentials; Security: When registering for the Services, You may be asked to create an account, based upon a unique username, password, and other personal information that may assist in Our provision of the Services and/or in authenticating Your identity and account in the future (the “Account”). When creating Your Account, You acknowledge and agree to provide true, accurate, current, and complete information. Additionally, should Your Account information change, You acknowledge and agree to update Your Account to ensure that it remains true, accurate, current, and complete. You are solely responsible for the security, confidentiality, and use of Your Account, as well as for any use or misuse of Your Account or any breach of security thereof. You will promptly notify Us of any need to deactivate or modify Your Account. We reserve the right to reject Your registration and/or delete or modify Your Account, including the log-in credentials therefor, at any time and for any reason or no reason at all, in all cases in Our sole and absolute discretion. We shall not have any liability or responsibility for any loss or damage caused by any unauthorized use or any misuse of Your Account or any breach of security of Your Account or Our Services, generally.

4. Copyright, Trademarks, & Other Intellectual Property of UBake: By successfully registering an Account, We will grant You a limited, revocable, non-exclusive, and non-transferrable license solely to access and make personal, non-commercial use of the Services via Transactions with Vendors. Our Services may contain or otherwise be comprised of electronic or digital processes, software, text, graphics, images, sound, illustrations, and other material provided by or on behalf of Us (collectively, the “Material”). This Material may be owned by Us or others, in any instance the Material is or may be protected under both United States and foreign laws. Any unauthorized use of the Material may violate copyright, trademark, and other laws or regulations. You acknowledge and agree that You have no rights in or to the Material and that You will not use the Material except as permitted under these Terms. No other use is permitted without Our prior written consent, which may be withheld in Our sole and absolute discretion.

You may not sell, transfer, assign, license, sublicense, or modify the Material or copy, reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Material, in any way, for any private, public, or commercial purpose. The use or posting of the Material on any other website or in a networked computer environment for any purpose is expressly prohibited. If You violate any part of this Section of the Terms, Your permission to access and/or use the Material and the Services shall automatically terminate.

Certain portions of the Services and/or the Material are or may be protected by trade dress, trademark, unfair competition, and other state and federal laws. The Services and the Material may not be reproduced, sold, resold, copied, imitated, or otherwise exploited, in whole or in part, by any means, without Our prior written consent, which may be withheld by Us in Our sole and absolute discretion. None of the Material may be retransmitted without Our express, written consent for each and every instance, which said written consent may be withheld by Us in Our sole and absolute discretion.

5. Payment & Refunds:5. Payment & Refunds: All Transactions are binding. For any Transaction entered into by You using Our Services, You irrevocably agree that UBake or its agent, successor, or assign may immediately request and authorize payment from Your credit card or other approved method of payment, including any method of payment stored on Your Account. Pricing for the food, food-related items, and other products of the Vendors are set solely by the Vendor. You acknowledge and agree that You are personally liable for all charges and Transactions entered into on Your Account, which liability shall continue even after termination and/or modification of these Terms. Refunds are approved in the sole and absolute discretion of the particular Vendor, subject to the Vendor’s particular refund policies. We cannot and will not process any refund request unless and until We receive approval from the particular Vendor. Where such refund requests are approved by the Vendor, We will use Our reasonable efforts to process such refund in a timely manner. UBake reserves the right to choose, in its sole discretion, to not process or to cancel a Transaction when We determine a transaction or payment request is fraudulent or in any other circumstances We deem appropriate to do so.

6. Deliveries; Waiver: UBake shall not and will not be responsible for any delivery, transfer, or other exchange of any food, food-related items, or other products of Vendors to You. Any such delivery, transfer, or other exchange of any food, food-related items, or other products is the sole responsibility of the Vendor or other third-party provider. Should there be any issues with such delivery, transfer, or other exchange, You should communicate directly with the Vendor or the applicable third-party provider regarding these issues. UBake does not and cannot guarantee that Vendors or applicable third-party providers in the business of delivering food, food-related items, and other products can or will deliver to Your location or any other location in the United States; therefore, UBake is not responsible for any inability or other inconvenience to You in Your attempt to use Our platform to purchase and have delivered to Your location food, food-related items, or other products of Vendors.

UBAKE MAKES NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION, OF ANY KIND WHATSOEVER, WITH RESPECT TO THE DELIVERY, TRANSFER, OR OTHER EXCHANGE OF ANY AND ALL FOOD, FOOD-RELATED ITEMS, AND/OR OTHER PRODUCTS OF VENDORS THAT HAS BEEN AND/OR MAY BE SOLD TO YOU IN ANY TRANSACTION. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, UBAKE HEREBY DISCLAIMS ALL SUCH EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS THAT MIGHT OTHERWISE EXIST. YOU HEREBY IRREVOCABLY, UNCONDITIONALLY, AND FOREVER RELEASE UBAKE AND ITS MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSEES, AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, INSURERS, ATTORNEYS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, AS APPLICABLE, FROM ANY AND ALL CLAIMS, ACTIONS, DEMANDS, INJURIES, LIABILITIES, COSTS, EXPENSES, AND DAMAGES, OF ANY KIND OR NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, THAT ARISE FROM, RELATE TO, OR ARE IN ANY MANNER CONNECTED WITH THE DELIVERY, TRANSFER, OR OTHER EXCHANGE OF ANY AND ALL FOOD, FOOD-RELATED ITEMS, AND OTHER PRODUCTS OF THE VENDORS TO YOU.

7. No Warranties; Disclaimers; Exclusion of Liability; Release: YOUR SAFETY AND SATISFACTION ARE IMPORTANT TO US; HOWEVER, GIVEN THE NATURE OF THE SERVICES PROVIDED AND THE STRUCTURE OF THE TRANSACTIONS, SPECIFICALLY, PLEASE CONTACT THE VENDOR DIRECTLY SHOULD YOU HAVE ANY ISSUES WITH ANY TRANSACTION AND/OR THE FOOD, FOOD-RELATED ITEMS, OR OTHER PRODUCTS SOLD OR DELIVERED, OR TO BE SOLD OR TO BE DELIVERED, THEREUNDER.

YOUR USE OF AND ACCESS TO OUR SERVICES IS DONE AT YOUR OWN RISK, WHICH YOU KNOWINGLY AND VOLUNTARILY ASSUME, WITHOUT ANY REPRESENTATIONS OR WARRANTIES MADE BY US TO YOU. WE MAKE AND HAVE MADE NO WARRANTIES OR REPRESENTATIONS ABOUT VENDORS USING OUR SERVICES OR OUR SERVICES OR THE CONTENTS THEREOF. WITHOUT LIMITING THE FOREGOING, WE MAKE AND HAVE MADE NO WARRANTIES OR REPRESENTATIONS THAT OUR SERVICES WILL OPERATE WITHOUT ERROR OR THAT OUR SERVICES, THE CONTENT THEREOF, OR OUR HARDWARE, SOFTWARE, AND/OR ELECTRONIC AND DIGITAL PROCESSES ARE FREE OF COMPUTER VIRUSES OR SIMILAR DESTRUCTIVE MEANS. YOU EXPRESSLY AGREE THAT SHOULD YOUR USE OF OUR SERVICES OR THE CONTENTS THEREOF RESULT IN ANY DAMAGES OR LOSSES TO YOUR BUSINESS, EQUIPMENT, SOFTWARE, DATA, OR OTHER INFORMATION OR THE EQUIPMENT, SOFTWARE, DATA, OR OTHER INFORMATION OF ANY OTHER PERSON OR ENTITY, WE SHALL NOT BE RESPONSIBLE FOR ANY OF THOSE DAMAGES OR COSTS. SIMILARLY, WE SHALL NOT BE SUBJECT TO ANY LIABILITY FOR DELAYS OR INTERRUPTIONS RELATED TO OUR SERVICES, WHATEVER THE CAUSE.

OUR SERVICES AND THE CONTENTS THEREOF ARE PROVIDED ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, ACCURACY AND COMPLETENESS OF INFORMATION OR SERVICES PROVIDED, AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE.

UNDER NO CIRCUMSTANCES AND IN NO EVENTS, SHALL UBAKE OR ANY OF ITS MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSEES, AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, INSURERS, ATTORNEYS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, AS APPLICABLE, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ACTUAL, INCIDENTAL, INDIRECT, SPECIAL, AND CONSEQUENTIAL DAMAGES; LOST PROFITS; DAMAGE TO GOODWILL; PUNITIVE DAMAGES; OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OF, OR INABILITY TO USE, OUR SERVICES OR THE CONTENTS THEREOF, OR THE FOOD, FOOD-RELATED ITEMS, OR OTHER PRODUCTS SOLD PURSUANT THERETO, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF WE HAVE BEEN ADVISED OR OTHERWISE PUT ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES MAY NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, SO THE RELEVANT LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW, AND YOU AGREE NOT TO CONTEST OR OTHERWISE CHALLENGE ANY ACTION TAKEN BY US, THE COURT, OR ANY OTHER COMPETENT PERSON, ENTITY, OR AGENCY TO MODIFY THESE TERMS TO THE LIMITS OF THEIR ENFORCEABILITY.

OUR SERVICES MAY CONTAIN SUBSTANTIVE AND/OR TECHNICAL INACCURACIES, ERRORS, OR OMISSIONS, INCLUDING WITH RESPECT TO ALLERGY INFORMATION AND/OR FOOD PREPARATION, STORAGE, OR DELIVERY STANDARDS. WE SHALL NOT BE RESPONSIBLE FOR ANY SUCH SUBSTANTIVE, TECHNICAL, PRICING, OR OTHER ERRORS INCLUDED IN OR OMITTED FROM OUR SERVICES OR THE CONTENTS THEREOF.

OUR SERVICES CONTAIN INFORMATION RELATED TO THE FOOD, FOOD-RELATED ITEMS, AND PRODUCTS OF OUR VENDORS, NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION; THEREFORE, SUCH FOOD, FOOD-RELATED ITEMS, AND PRODUCTS OF ANY GIVEN VENDOR MAY NOT BE AVAILABLE TO YOU, REGARDLESS OF REFERENCES THERETO LOCATED IN OR ON OUR SERVICES. WE RESERVE THE RIGHT TO MAKE ADDITIONS, ALTERATIONS, CORRECTIONS, MODIFICATIONS, IMPROVEMENTS, AND/OR OTHER CHANGES TO OUR SERVICES AT ANY TIME WITHOUT NOTICE.

WE RESERVE THE RIGHT TO CANCEL OR MODIFY ANY TRANSACTION WHERE IT APPEARS THAT YOU, A VENDOR, OR ANY OTHER CUSTOMER HAS ENGAGED IN FRAUDULENT OR INAPPROPRIATE ACTIVITY OR UNDER OTHER CIRCUMSTANCES WHERE IT APPEARS THAT THE TRANSACTION CONTAINS OR RESULTED FROM A MISTAKE OR ERROR.

IN THE EVENT OF ANY PROBLEM WITH OUR SERVICES OR ANY CONTENT THEREOF, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICES. IN THE EVENT OF ANY PROBLEM WITH ANY OF THE FOOD, FOOD-RELATED ITEMS, OR OTHER PRODUCTS OF A VENDOR, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY, IF ANY, IS FROM THE VENDOR, IN ACCORDANCE WITH SUCH VENDOR’S WARRANTY(IES) AND/OR REFUND POLICIES, IF ANY.

SHOULD YOU HAVE A DISPUTE WITH ONE OR MORE CUSTOMERS OR OTHER USERS OF OUR SERVICES, ANY VENDOR, OR ANY THIRD PARTY, YOU HEREBY RELEASE UBAKE AND ITS MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSEES, AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, INSURERS, ATTORNEYS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, AS APPLICABLE, FROM ANY AND ALL CLAIMS, ACTIONS, DEMANDS, INJURIES, LIABILITIES, COSTS, EXPENSES, AND DAMAGES, OF ANY KIND OR NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY RELATED TO SUCH DISPUTES.

8. Indemnification: YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD UBAKE AND ITS MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSEES, AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, INSURERS, ATTORNEYS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, AS APPLICABLE, HARMLESS FROM AND AGAINST ANY CLAIMS, ACTIONS, DEMANDS, INJURIES, LIABILITIES, COSTS, EXPENSES, AND DAMAGES, OF ANY KIND OR NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES AND FILING AND RELATED COSTS, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY RELATED TO YOUR BREACH OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, YOUR AGREEMENTS, REPRESENTATIONS, AND WARRANTIES PROVIDED HEREIN; ANY TRANSACTION ENTERED INTO BY YOU WITH ANY VENDOR; ANY FOOD, FOOD-RELATED ITEM, OR OTHER PRODUCT SOLD OR DELIVERED TO YOU (WHETHER OR NOT HAZARDOUS, POTENTIALLY HAZARDOUS, OR OTHERWISE); YOUR VIOLATION OF ANY LAW OR REGULATION (INCLUDING, BUT NOT LIMITED TO, “COTTAGE FOOD” LAWS AND REGULATIONS) OR ANY RIGHTS OF A THIRD PERSON OR ENTITY; YOUR ACCESS TO, USE, OR MISUSE OF OUR SERVICES OR THE CONTENTS THEREOF; AND/OR THE ACCESS TO, USE, OR MISUSE OF OUR SERVICES OF THE CONTENTS THEREOF BY ANY OTHER PERSON OR ENTITY, USING YOUR REGISTRATION, LOG-IN CREDITIONS, AND/OR HARDWARE, EQUIPMENT, OR DEVICES. WE SHALL PROVIDE NOTICE TO YOU OF ANY SUCH CLAIM, SUIT, OR PROCEEDING AND MAY, AT OUR SOLE AND ABSOLUTE DISCRETION, ASSIST YOU, AT YOUR EXPENSE, IN DEFENDING ANY SUCH CLAIM, SUIT, OR PROCEEDING. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER THAT IS SUBJECT TO THIS INDEMNIFICATION PROVISION. IN SUCH CASE, YOU AGREE TO COOPERATE WITH OUR REQUESTS, IN ANY MANNER RELATED TO OUR DEFENSE OF SUCH MATTER.

9. Arbitration; Waiver of Jury Trial; Injunctive Relief: In the event that a dispute, controversy, or claim arises under, relates to, or is any way or manner connected with these Terms or Our Services (a “Dispute”), either UBake or You may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on all parties. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL; EACH PARTY ACKNOWLEDGES AND AGREES TO THIS JURY TRIAL WAIVER, SHOULD EITHER PARTY CHOOSE ARBITRATION. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before one (1) neutral arbitrator, whose decision will be final. All aspects of the arbitration, including the selection of the arbitrator, shall be administered by the Judicial Arbitration and Mediation Services (“JAMS”), pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, if applicable, or otherwise pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules (the “JAMS Rules”). The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in Columbia, South Carolina. Unless agreed to by the parties, the arbitration proceeding shall not be consolidated with any other matters or joined with any other proceeding or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary relief or remedy available under applicable law or the JAMS Rules, in each instance subject to these Terms.

The parties may litigate in court to compel arbitration; to stay proceedings pending arbitration; or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

In addition to and notwithstanding the foregoing, UBake may bring an action for injunctive and/or other equitable relief, in any court of competent jurisdiction, to prevent immediate and irreparable harm that will occur to UBake should You violate or otherwise breach any of these Terms. In such a circumstance, You acknowledge and agree that UBake will suffer immediate and irreparable harm; UBake does not have an adequate remedy at law; an injunction and/or other equitable relief is necessary to protect UBake’s legitimate business interests; and the issuance of an injunction and/or an award of other equitable relief will not violate public policy.

10. Class Action Waiver: You agree that any arbitration or other proceeding shall be limited to the Dispute between UBake and You, individually. To the full extent permitted by law, no party shall have the right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class-action procedures. Additionally, You shall have no right or authority for any Dispute to be brought in a purported representative capacity on behalf of any other persons or the public, generally. YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BRING CLAIMS OR PROCEEDINGS AGAINST US, FOR ANY DISPUTE, ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

11. Miscellaneous:

a. Communications with Us: We can be contacted using the “Contact Us” section of Our Services platform. However, in no circumstance should You email or otherwise send Us any content that contains confidential or other sensitive information. You acknowledge and agree that for any communications You send Us, including, but not limited to, feedback, questions, comments, suggestions, complaints, etc., We shall be free to record, copy, store, and/or use any such communications and any ideas, concepts, know-how, or techniques contained therein, for any purpose whatsoever, including, but not limited to, the development, production, and marketing of products and services that incorporate such information. We shall not have any liability or responsibility whatsoever in any manner related to any communications that You send Us and/or any responses that We may send You.

b. Full Information: You acknowledge and agree that You are fully informed of the contents, conditions, and effect of these Terms and that You have ultimately relied on Your own judgment and are choosing to access or otherwise utilize the Services under Your own free will and without any duress or coercion.

c. Full Agreement; Integration: These Terms, as may be amended from time to time and with all other documents expressly referenced and incorporated herein, constitute the full and entire agreement between You and UBake and supersedes all prior negotiations and related agreements, if any, with respect to the subject matter of these Terms.

d. Modification: These Terms may only be modified or amended by UBake in its sole and absolute discretion.

e. Governing Law; Mutual Drafting: These Terms shall be construed, governed by, enforced, and administered in accordance with the substantive laws of the State of South Carolina; furthermore, these Terms are to be deemed jointly drafted and shall not be construed against You or UBake on the ground that the Terms or any part of them was drafted by one party rather than the other.

f. Compliance with Legal Process: We will fully cooperate with any law enforcement authorities, court order, or subpoena requesting or directing Us to take any action; disclose the identity of any Customer (including You), Account, or Vendor; or produce documents or communications (subject to privilege or other protection, if any).

g. International Access: Our Services are based in the United States. We make no claims or representations whether the Services or the content thereof may be accessed, downloaded, viewed, or otherwise used outside of the United States. If You access the Services or the content thereof from outside the United States, You do so at Your own risk. Whether inside or outside of the United States, You are solely responsible for compliance with applicable laws and regulations.

h. Survivability: Should any of these Terms be held invalid or illegal, such illegality shall not invalidate the whole of these Terms, but rather, the Terms shall be construed and enforced with the minimum reformation necessary.

i. No Promises: No promise or representation of any kind has been made to You except as is expressly stated in these Terms.

j. No Waiver; Remedies Cumulative: Any forbearance, failure, or delay by UBake in exercising any right, power, or remedy, provided for in these Terms or pursuant to applicable law, shall not preclude the further exercise thereof, and every right, power, or remedy of UBake shall continue in full force and effect. All of UBake’s remedies—under these Terms, by operation of law, or otherwise afforded—shall be cumulative and not alternative.

k. Benefit: These Terms shall inure to the benefit of UBake and its members, managers, directors, employees, agents, licensees, affiliates, subsidiaries, parent companies, insurers, attorneys, representatives, successors, and assigns, as applicable. Nothing in these Terms, whether express of implied, shall be construed to give any person or entity, other than You, any right or benefit.

l. Headings: Headings, titles, and captions preceding the contents of these Terms are provided for convenience of reference and shall not be used to explain or to restrict the meaning, purpose, or effect of any provision to which they refer.

m. No Employment: You acknowledge and agree that You are not an employee, agent, partner, joint venturer, or franchisee of UBake and that no such relationship is created by these Terms.

n. Cooperation: You agree to cooperate with UBake and its members, managers, directors, employees, agents, licensees, affiliates, subsidiaries, parent companies, insurers, attorneys, representatives, successors, and assigns, as applicable, to effectuate these Terms and the effective provision and operation of the Services, including, but not limited to, by performing such acts and executing and delivering such other instruments necessary and proper to do so.

o. Assignability: UBake may assign its rights, duties, and obligations under these Terms, by operation of law or otherwise, without notice to You.

p. No Other Services; No Other Duties: Other than the duties and obligations required of UBake hereunder, no other duties or obligations shall be implied in fact, law, equity, or otherwise. Other than the Services referenced in these Terms, UBake shall not and will not provide any other services to You, unless agreed to by UBake in writing.

q. Force Majeure: Neither UBake nor You shall be responsible for any damages or any delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, pandemic or epidemic, war, revolution, civil commotion or acts of civil or military authorities of public enemies, labor unrest (including strikes and boycotts), or changes in law, regulation, or ordinance.

r. Advertising Rights: UBake reserves the right to sell, license, and/or display any advertising, attribution, links, promotional, and/or distribution rights in connection with Your usage of the Services, and UBake and its members, managers, directors, employees, agents, licensees, affiliates, subsidiaries, parent companies, insurers, attorneys, representatives, successors, and assigns, as applicable, will be entitled to retain any and all revenue generated from any sales or licenses of such advertising, attribution, links, or promotional, or distribution rights. Furthermore, nothing in these Terms obligates or may be deemed to obligate Us to sell, license, or offer to sell or license any advertising, promotion, or distribution rights.

s. Third Party Links: The Services may contain links to other internet sites that are not owned, operated, or controlled by UBake and/or its members, managers, directors, employees, agents, licensees, affiliates, subsidiaries, parent companies, insurers, attorneys, representatives, successors, and assigns. Should You use or otherwise access these links, You will leave the domain of the UBake Services; You assume all risks associated with such internet sites, and We are not and shall not be responsible for any content, materials, or other information located on or accessible from any other internet site. Additionally, We do not endorse, guaranty, or make any representations or warranties regarding any other internet sites or any content, materials, or other information located or accessible from any other internet sites, or any results You may experience from using other websites. We cannot and have not provided You any legal counsel or advice of any nature or in any respect.

THESE TERMS—WHICH INCLUDE ALL TERMS INCORPORATED INTO AND WITH THESE TERMS BY REFERENCE—APPLY TO ALL SERVICES PROVIDED BY US TO YOU AND OTHER CUSTOMERS. BY BROWSING OUR SERVICES AND/OR BY ACCESSING AND USING OUR SERVICES, IN ANY MANNER AND USING ANY MEDIUM, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY ALL OF THESE TERMS, WHETHER OR NOT YOU ARE A REGISTERED USER, INCLUDING, BUT NOT LIMITED TO, THE ARBITRATION, CLASS ACTION WAIVER, INDEMNIFICATION, RELEASES, EXCLUSION OF LIABILITY, AND DISCLAIMER OF WARRANTIES PROVISIONS, AS WELL AS YOUR AGREEMENTS AND REPRESENTATIONS SET FORTH IN THESE TERMS. IF YOU DO NOT AGREE TO EACH AND ALL OF THESE TERMS, DO NOT USE OR ACCESS OUR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT WE MAY TERMINATE ALL OR ANY PART OF OUR SERVICES, AT ANY TIME AND WITHOUT NOTICE TO YOU, AND THAT WE MAY UPDATE OR MODIFY THESE TERMS, FROM TIME TO TIME, WITHOUT NOTICE TO YOU.

Terms & Conditions of Service for Vendors

Please read the following Terms & Conditions of Service (collectively, the “Terms” and individually, a “Term”) carefully, as these Terms constitute a legal, binding agreement between you (“You,” “Your,” “Yourself,” or “Vendor”) and UBake, LLC, a South Carolina limited liability company (sometimes referred to as “UBake” or “It,” “We,” “Us,” or “Our”). These Terms may be updated or modified by Us, from time to time, without notice to You.

UBake provides a web-based platform (the “Services”) to connect vendors (other “Vendors”) like You with customers who utilize Our Services (collectively, the “Customers” and individually, a “Customer”), for the purchase and sale of food and food-related items (collectively, the “Transactions” and individually, a “Transaction”). Based upon the Services that We provide, We are not directly involved in any Transaction between You and a Customer.

1. Your Agreements: You acknowledge and agree as follows:

a. These Terms include UBake’s separate Privacy Policy, as may be amended from time to time, without notice to You, which such Privacy Policy, as amended, is incorporated into these Terms by express reference (the “Privacy Policy”). As such, the words “Term” and “Terms” shall be deemed to be inclusive of the terms and conditions of the Privacy Policy.

b. Any Transaction entered by You is solely between You and the particular Customer. The only services that UBake provides, has provided, or will provide are the Services, unless agreed upon by UBake in writing.

c. We have the right to change, suspend, discontinue, or terminate all or any part of Our Services, at any time and without notice or liability.

d. You have read, understand, and agree to be legally bound by the Terms and Our Privacy Policy.

e. UBake has no control over Your food, food-related items, and other products that You sell or offer for sale to Customers; Your conduct or the conduct of Customers or other Vendors; the quality, safety, or legality of Your food, food-related items, and other products; the material posted by You, Customers, or other Vendors using Our Services or otherwise; the truth or accuracy of the material posted by You, Customers, or other Vendors using Our Services or otherwise; whether You are actually capable of completing any Transaction or whether the Customers are actually able to pay the associated fees for any Transaction.

f. You and other Vendors may list ingredients or disclose allergen or food preparation standards through the Services; however, UBake does not investigate or verify ingredients, food preparation standards, or whether You or any of the other Vendors comply with applicable laws and regulations, including, but not limited to, “cottage food” laws and regulations and others enacted for the purpose of protecting the health and safety of Customers. You and the other Vendors are solely responsible for compliance with applicable laws and regulations related to Your food, food-related items, and other products (including, but not limited to, disclosures and warnings) and the preparation, storage, distribution, sanitation, and delivery thereof. Customers are encouraged to thoroughly examine Your disclosures and contact You directly to address their needs (including specific food allergies or food preparation requirements), prior to the completion of a Transaction and before delivery of any food, food-related item, or other product.

g. Food Safety Handler Training: Before using our Services to conduct any Transaction, and as a required to do so, You agree to take, pass, and at all times maintain a current and valid Food Safety Handler Certification, indicating that you have successfully passed an ANSI-approved and/or accredited training course(s), all as may be required and/or amended, from time to time, by the State in which you operate and/or by Us (collectively, the “Food Safety Training Course”). UBake provides no content for and/or representation regarding the Food Safety Training Course.

h. UBake does not and will not have possession over any of the food, food-related items, or other products prepared or otherwise offered for sale by You or the other Vendors; therefore, UBake is incapable of transferring any legal interest in such items and products to Customers.

i. UBake has the sole, absolute, and exclusive right to deny, restrict, suspend, or terminate Your (or any of Your devices) access to and use of the Services, or any portion of the Services, with or without cause, without notice to You, and without liability to Us.

j. UBake cannot and has not provided You, or any other Vendor, any legal advice or counsel of any kind or nature. Instead, You have had full opportunity and ability to obtain separate legal counsel of your own choosing.

k. Currently, We utilize Stripe for payment. Your use of the Services and Stripe is subject to the terms and conditions, including the privacy policies, of Stripe, as may be amended from time to time. We reserve the right to use, without prior notice to You, alternative or additional methods for accepting payments for the Services and the Transactions.

l. Based upon the Services provided and the access to Customers afforded to You, valid consideration supporting these Terms has been provided to You, and You will not challenge or contest the existence or legal sufficiency of such consideration.

m. Neither UBake nor Its members, managers, directors, employees, agents, licensees, affiliates, subsidiaries, parent companies, insurers, attorneys, representatives, successors, or assigns, as applicable, shall have any liability or other responsibility to You, any other Vendor, any Customer, or any other party in connection with, or in any manner related to, any Transaction, including, but not limited to, any food, food-related items, or other products sold and/or delivered by You or any other Vendor. THIS DISCLAIMER OF LIABILITY IS FULL AND COMPLETE TO COVER ALL CLAIMS IN ANY MANNER RELATED TO THE TRANSACTIONS.

n. All disclaimers of warranties, all releases, and all of Your waivers in these Terms are valid and effective, and You will not challenge or contest the existence or legal sufficiency of such disclaimers, releases, or waivers. Furthermore, all such disclaimers, releases, and waivers are made by You on behalf of Yourself and your heirs, personal representatives, members, managers, officers, directors, shareholders, partners, employees, agents, successors, and assigns, as applicable.

o. Insurance: You agree to maintain adequate insurance in amounts not less than as required by law or that is common place in Your industry or business. Upon request by UBake, You will provide UBake with current evidence of Your insurance coverage. In no event shall the limits of any insurance policy that You have in place be considered as limiting Your liability, responsibility, and/or obligation under these Terms, in any manner.

2. Your Representations: You represent and warrant as follows:

a. All of Your agreements, representations, and warranties made in these Terms are true, accurate, and complete, in all material respects, at all times while You use or access the Services and in regards to all Transactions that You enter with Customers.

b. You are eighteen (18) years or older.

c. You have full power and authority to agree to these Terms, register for the Services, use the Services, and enter into Transactions with Customers.

d. You are fully able and competent to agree to and satisfy these Terms, which You do so voluntarily, according to Your own free will, and without any coercion, undue influence, threat, or intimidation of any kind or type whatsoever.

e. Your use of the Services will be in compliance with all applicable laws and regulations (including, but not limited to, applicable “cottage food” laws and regulations), and You will not use the Services for any unlawful purpose. Moreover, You will not use the Services to engage in any commercial activities, including, but not limited to, advertising, marketing, or promoting a product, service, or business, except for such limited commercial activities related to offering and selling (by one or more Transactions) Your food, food-related items, and other products to Customers using Our Services; raising money for any purpose, charitable, profitable, or otherwise; or collecting data or research for a competing business or for any other purpose.

f. You will not post, send, upload, transmit, or otherwise make available any unlawful, spamming, threatening, defamatory, libelous, tortious, obscene, indecent, pornographic, or profane material or content or any material or content that could constitute or encourage conduct from others that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law or regulation. Similarly, You will not post, send, upload, transmit, or otherwise make available any material or content that: infringes any intellectual or other proprietary rights of any person or entity, including, but not limited to, copyrights, trademarks, patents, and other registrations; violates any person’s privacy; discloses any personal information about another person, including, but not limited to, that person’s name, contact information, financial information, protected health information, or any similar personal information; promotes violence or other disruptive conduct; misstates or otherwise misrepresents Your identity; or constitutes “spam” or other unsolicited communications. Additionally, You will not use Our Services or enter into any Transaction in any manner that provides false, misleading, or inaccurate information; impersonates any other person or entity; is otherwise fraudulent; or violates these Terms. Any such actions may subject You to civil and criminal penalties.

g. You will not sell, offer for sale, or otherwise enter into any Transaction that involves the sale of tobacco or alcohol; contains any items or ingredients that have been identified by the United States Food and Drug Administration (“FDA”) or the United States Consumer Products Safety Commission (“CPSC”) as being hazardous or prohibited and/or is a “potentially hazardous” food under any applicable “cottage food” law or regulation; or is related, in any manner, to illegal, counterfeit, or stolen goods or items.

h. You will have in full force and effect all licenses, permits, authorizations, and the like necessary for You to enter into all Transactions with Customers in full compliance with applicable laws and regulations.

i. You will not create multiple accounts or logins for Yourself, for any reason, on Our Services.

j. You will not use automated means, including spiders, robots, crawlers, scraper, data mining tools, or the equivalent to download, scape, aggregate, or otherwise manipulate data from Our platform, directly or indirectly, except through the use of commonplace search engines (e.g., Google).

k. You will not interfere with or manipulate, or attempt to interrupt or manipulate, the proper operation of the Services through the use of any mechanism or process, including, but not limited to, through the use of one or more viruses, malware, devices, information collection or transmission mechanisms, software or processes, or by accessing or attempting to gain access to any data, files, or passwords, in any manner related to the Services, through hacking, password or data mining, or any other means.

l. You will not take any action that imposes or may impose, in Our sole and absolute discretion and judgment, an unreasonable or disproportionately large load or other negative impact on Our infrastructure and capacity, nor will You bypass any measures or protocols that We may use to protect and/or to prevent, restrict, or otherwise limit access to Our Services.

3. Registration & Log-In Credentials; Security: When registering for the Services, You may be asked to create an account, based upon a unique username, password, and other personal information that may assist in Our provision of the Services and/or in authenticating Your identity and account in the future (the “Account”). When creating Your Account, You acknowledge and agree to provide true, accurate, current, and complete information. Additionally, should Your Account information change, You acknowledge and agree to update Your Account to ensure that it remains true, accurate, current, and complete. You are solely responsible for the security, confidentiality, and use of Your Account, as well as for any use or misuse of Your Account or any breach of security thereof. You will promptly notify Us of any need to deactivate or modify Your Account. We reserve the right to reject Your registration and/or delete or modify Your Account, including the log-in credentials therefor, at any time and for any reason or no reason at all, in all cases in Our sole and absolute discretion. We shall not have any liability or responsibility for any loss or damage caused by any unauthorized use or any misuse of Your Account or any breach of security of Your Account or Our Services, generally.

4. Copyright, Trademarks, & Other Intellectual Property of UBake: By successfully registering an Account, We will grant You a limited, revocable, non-exclusive, and non-transferrable license solely to access and make personal, non-commercial use of the Services via Transactions with Customers.

Our Services may contain or otherwise be comprised of electronic or digital processes, software, text, graphics, images, sound, illustrations, and other material provided by or on behalf of Us (collectively, the “Material”). This Material may be owned by Us or others, in any instance the Material is or may be protected under both United States and foreign laws. Any unauthorized use of the Material may violate copyright, trademark, and other laws or regulations. You acknowledge and agree that You have no rights in or to the Material and that You will not use the Material except as permitted under these Terms. No other use is permitted without Our prior written consent, which may be withheld in Our sole and absolute discretion.

You may not sell, transfer, assign, license, sublicense, or modify the Material or copy, reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Material, in any way, for any private, public, or commercial purpose. The use or posting of the Material on any other website or in a networked computer environment for any purpose is expressly prohibited. If You violate any part of this Section of the Terms, Your permission to access and/or use the Material and the Services shall automatically terminate.

Certain portions of the Services and/or the Material are or may be protected by trade dress, trademark, unfair competition, and other state and federal laws. The Services and the Material may not be reproduced, sold, resold, copied, imitated, or otherwise exploited, in whole or in part, by any means, without Our prior written consent, which may be withheld by Us in Our sole and absolute discretion. None of the Material may be retransmitted without Our express, written consent for each and every instance, which said written consent may be withheld by Us in Our sole and absolute discretion.

5. Payment & Refunds: All Transactions are binding. For any Transaction entered into by You using Our Services, UBake or its agent, successor, or assign may immediately request and authorize payment from the Customer’s credit card or other approved method of payment, including any method of payment stored on the Customer’s Account. Pricing for Your food, food-related items, and other products are set solely by You. You acknowledge and agree that You are responsible for all Transactions entered into on Your Account, which responsibility shall continue even after termination and/or modification of these Terms. Refunds to Customers are approved in Your sole and absolute discretion, subject to Your particular refund policies. We cannot and will not process any refund request unless and until We receive approval from You. Where such refund requests are approved by You, We will use Our reasonable efforts to process such refund in a timely manner. UBake reserves the right to choose, in its sole discretion, to not process or to cancel a Transaction when We determine a transaction or payment request is fraudulent or in any other circumstances We deem appropriate to do so.

6. Deliveries; Waiver: UBake shall not and will not be responsible for any delivery, transfer, or other exchange of any of Your food, food-related items, or other products to Customers. Any such delivery, transfer, or other exchange of any food, food-related items, or other products is the sole responsibility of You or an approved third-party provider. Should there be any issues with such delivery, transfer, or other exchange, You should communicate directly with the Customer regarding these issues. UBake does not and cannot guarantee that You or applicable third-party providers in the business of delivering food, food-related items, and other products can or will deliver to a Customer’s location or any other location in the United States; therefore, UBake is not responsible for any inability or other inconvenience to You or to Customers in any attempt to use Our platform to purchase and have delivered Your food, food-related items, or other products to Customers.

UBAKE MAKES NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION, OF ANY KIND WHATSOEVER, WITH RESPECT TO THE DELIVERY, TRANSFER, OR OTHER EXCHANGE OF ANY AND ALL FOOD, FOOD-RELATED ITEMS, AND/OR OTHER PRODUCTS OF YOURS OR OTHER VENDORS THAT HAS BEEN AND/OR MAY BE SOLD TO CUSTOMERS IN ANY TRANSACTION. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, UBAKE HEREBY DISCLAIMS ALL SUCH EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS THAT MIGHT OTHERWISE EXIST. YOU HEREBY IRREVOCABLY, UNCONDITIONALLY, AND FOREVER RELEASE UBAKE AND ITS MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSEES, AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, INSURERS, ATTORNEYS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, AS APPLICABLE, FROM ANY AND ALL CLAIMS, ACTIONS, DEMANDS, INJURIES, LIABILITIES, COSTS, EXPENSES, AND DAMAGES, OF ANY KIND OR NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, THAT ARISE FROM, RELATE TO, OR ARE IN ANY MANNER CONNECTED WITH THE DELIVERY, TRANSFER, OR OTHER EXCHANGE OF ANY AND ALL OF YOUR FOOD, FOOD-RELATED ITEMS, AND OTHER PRODUCTS TO CUSTOMERS.

7. No Warranties; Disclaimers; Exclusion of Liability; Release: YOUR BUSINESS AND SATISFACTION ARE IMPORTANT TO US; HOWEVER, GIVEN THE NATURE OF THE SERVICES PROVIDED AND THE STRUCTURE OF THE TRANSACTIONS, SPECIFICALLY, PLEASE CONTACT THE CUSTOMER DIRECTLY SHOULD YOU HAVE ANY ISSUES WITH ANY TRANSACTION AND/OR THE FOOD, FOOD-RELATED ITEMS, OR OTHER PRODUCTS SOLD OR DELIVERED, OR TO BE SOLD OR TO BE DELIVERED, THEREUNDER.

YOUR USE OF AND ACCESS TO OUR SERVICES IS DONE AT YOUR OWN RISK, WHICH YOU KNOWINGLY AND VOLUNTARILY ASSUME, WITHOUT ANY REPRESENTATIONS OR WARRANTIES MADE BY US TO YOU. WE MAKE AND HAVE MADE NO WARRANTIES OR REPRESENTATIONS ABOUT OUR SERVICES OR THE CONTENTS THEREOF. WITHOUT LIMITING THE FOREGOING, WE MAKE AND HAVE MADE NO WARRANTIES OR REPRESENTATIONS THAT OUR SERVICES WILL OPERATE WITHOUT ERROR OR THAT OUR SERVICES, THE CONTENT THEREOF, OR OUR HARDWARE, SOFTWARE, AND/OR ELECTRONIC AND DIGITAL PROCESSES ARE FREE OF COMPUTER VIRUSES OR SIMILAR DESTRUCTIVE MEANS. YOU EXPRESSLY AGREE THAT SHOULD YOUR USE OF OUR SERVICES OR THE CONTENTS THEREOF RESULT IN ANY DAMAGES OR LOSSES TO YOUR BUSINESS, EQUIPMENT, SOFTWARE, DATA, OR OTHER INFORMATION OR THE EQUIPMENT, SOFTWARE, DATA, OR OTHER INFORMATION OF ANY OTHER PERSON OR ENTITY, WE SHALL NOT BE RESPONSIBLE FOR ANY OF THOSE DAMAGES OR COSTS. SIMILARLY, WE SHALL NOT BE SUBJECT TO ANY LIABILITY FOR DELAYS OR INTERRUPTIONS RELATED TO OUR SERVICES, WHATEVER THE CAUSE.

OUR SERVICES AND THE CONTENTS THEREOF ARE PROVIDED ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, ACCURACY AND COMPLETENESS OF INFORMATION OR SERVICES PROVIDED, AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE.

UNDER NO CIRCUMSTANCES AND IN NO EVENTS, SHALL UBAKE OR ANY OF ITS MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSEES, AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, INSURERS, ATTORNEYS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, AS APPLICABLE, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ACTUAL, INCIDENTAL, INDIRECT, SPECIAL, AND CONSEQUENTIAL DAMAGES; LOST PROFITS; DAMAGE TO GOODWILL; PUNITIVE DAMAGES; OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OF, OR INABILITY TO USE, OUR SERVICES OR THE CONTENTS THEREOF, OR THE FOOD, FOOD-RELATED ITEMS, OR OTHER PRODUCTS SOLD PURSUANT THERETO, OR IN ANY RESPECT PERTAINING TO THE FOOD SAFETY TRAINING COURSE REQUIRED HEREUNDER, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF WE HAVE BEEN ADVISED OR OTHERWISE PUT ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES MAY NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, SO THE RELEVANT LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW, AND YOU AGREE NOT TO CONTEST OR OTHERWISE CHALLENGE ANY ACTION TAKEN BY US, THE COURT, OR ANY OTHER COMPETENT PERSON, ENTITY, OR AGENCY TO MODIFY THESE TERMS TO THE LIMITS OF THEIR ENFORCEABILITY.

OUR SERVICES MAY CONTAIN SUBSTANTIVE AND/OR TECHNICAL INACCURACIES, ERRORS, OR OMISSIONS, INCLUDING WITH RESPECT TO ALLERGY INFORMATION AND/OR FOOD PREPARATION, STORAGE, OR DELIVERY STANDARDS, WHETHER MADE BY YOU OR OTHERS. WE SHALL NOT BE RESPONSIBLE FOR ANY SUCH SUBSTANTIVE, TECHNICAL, PRICING, OR OTHER ERRORS INCLUDED IN OR OMITTED FROM OUR SERVICES OR THE CONTENTS THEREOF.

OUR SERVICES CONTAIN INFORMATION RELATED TO THE FOOD, FOOD-RELATED ITEMS, AND PRODUCTS OF OUR VENDORS, LIKE YOU, NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION; THEREFORE, SUCH FOOD, FOOD-RELATED ITEMS, AND PRODUCTS OF YOURS OR ANY OTHER VENDOR MAY NOT BE AVAILABLE TO OUR CUSTOMERS, REGARDLESS OF REFERENCES THERETO LOCATED IN OR ON OUR SERVICES. WE RESERVE THE RIGHT TO MAKE ADDITIONS, ALTERATIONS, CORRECTIONS, MODIFICATIONS, IMPROVEMENTS, AND/OR OTHER CHANGES TO OUR SERVICES AT ANY TIME WITHOUT NOTICE.

WE RESERVE THE RIGHT TO CANCEL OR MODIFY ANY TRANSACTION WHERE IT APPEARS THAT YOU, ANOTHER VENDOR, OR ANY CUSTOMER HAS ENGAGED IN FRAUDULENT OR INAPPROPRIATE ACTIVITY OR UNDER OTHER CIRCUMSTANCES WHERE IT APPEARS THAT THE TRANSACTION CONTAINS OR RESULTED FROM A MISTAKE OR ERROR.

IN THE EVENT OF ANY PROBLEM WITH OUR SERVICES OR ANY CONTENT THEREOF, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICES. IN THE EVENT OF ANY PROBLEM WITH ANY TRANSACTION AND/OR YOUR FOOD, FOOD-RELATED ITEMS, OR OTHER PRODUCTS SOLD TO A CUSTOMER, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY, IF ANY, IS FROM THE CUSTOMER, IN ACCORDANCE WITH APPLICABLE LAW.

SHOULD YOU HAVE A DISPUTE WITH ONE OR MORE CUSTOMERS OR OTHER USERS OF OUR SERVICES, ANY OTHER VENDOR, OR ANY THIRD PARTY, YOU HEREBY RELEASE UBAKE AND ITS MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSEES, AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, INSURERS, ATTORNEYS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, AS APPLICABLE, FROM ANY AND ALL CLAIMS, ACTIONS, DEMANDS, INJURIES, LIABILITIES, COSTS, EXPENSES, AND DAMAGES, OF ANY KIND OR NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY RELATED TO SUCH DISPUTES.

8. Indemnification: YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD UBAKE AND ITS MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSEES, AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, INSURERS, ATTORNEYS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, AS APPLICABLE, HARMLESS FROM AND AGAINST ANY CLAIMS, ACTIONS, DEMANDS, INJURIES, LIABILITIES, COSTS, EXPENSES, AND DAMAGES, OF ANY KIND OR NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES AND FILING AND RELATED COSTS, ARISING OUT OF, RESULTING FROM, OR IN ANY WAY RELATED TO YOUR BREACH OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, YOUR AGREEMENTS, REPRESENTATIONS, AND WARRANTIES PROVIDED HEREIN; ANY TRANSACTION ENTERED INTO BY YOU WITH ANY CUSTOMER; ANY FOOD, FOOD-RELATED ITEM, OR OTHER PRODUCT SOLD OR DELIVERED BY YOU (WHETHER OR NOT HAZARDOUS, POTENTIALLY HAZARDOUS, OR OTHERWISE); YOUR VIOLATION OF ANY LAW OR REGULATION (INCLUDING, BUT NOT LIMITED TO, “COTTAGE FOOD” LAWS AND REGULATIONS) OR ANY RIGHTS OF A THIRD PERSON OR ENTITY; YOUR ACCESS TO, USE, OR MISUSE OF OUR SERVICES OR THE CONTENTS THEREOF; AND/OR THE ACCESS TO, USE, OR MISUSE OF OUR SERVICES OF THE CONTENTS THEREOF BY ANY OTHER PERSON OR ENTITY, USING YOUR REGISTRATION, LOG-IN CREDITIONS, AND/OR HARDWARE, EQUIPMENT, OR DEVICES. WE SHALL PROVIDE NOTICE TO YOU OF ANY SUCH CLAIM, SUIT, OR PROCEEDING AND MAY, AT OUR SOLE AND ABSOLUTE DISCRETION, ASSIST YOU, AT YOUR EXPENSE, IN DEFENDING ANY SUCH CLAIM, SUIT, OR PROCEEDING. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER THAT IS SUBJECT TO THIS INDEMNIFICATION PROVISION. IN SUCH CASE, YOU AGREE TO COOPERATE WITH OUR REQUESTS, IN ANY MANNER RELATED TO OUR DEFENSE OF SUCH MATTER.

9. Arbitration; Waiver of Jury Trial; Injunctive Relief: In the event that a dispute, controversy, or claim arises under, relates to, or is any way or manner connected with these Terms or Our Services (a “Dispute”), either UBake or You may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on all parties. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL; EACH PARTY ACKNOWLEDGES AND AGREES TO THIS JURY TRIAL WAIVER, SHOULD EITHER PARTY CHOOSE ARBITRATION. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before one (1) neutral arbitrator, whose decision will be final. All aspects of the arbitration, including the selection of the arbitrator, shall be administered by the Judicial Arbitration and Mediation Services (“JAMS”), pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, if applicable, or otherwise pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules (the “JAMS Rules”). The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in Columbia, South Carolina. Unless agreed to by the parties, the arbitration proceeding shall not be consolidated with any other matters or joined with any other proceeding or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary relief or remedy available under applicable law or the JAMS Rules, in each instance subject to these Terms. The parties may litigate in court to compel arbitration; to stay proceedings pending arbitration; or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

In addition to and notwithstanding the foregoing, UBake may bring an action for injunctive and/or other equitable relief, in any court of competent jurisdiction, to prevent immediate and irreparable harm that will occur to UBake should You violate or otherwise breach any of these Terms. In such a circumstance, You acknowledge and agree that UBake will suffer immediate and irreparable harm; UBake does not have an adequate remedy at law; an injunction and/or other equitable relief is necessary to protect UBake’s legitimate business interests; and the issuance of an injunction and/or an award of other equitable relief will not violate public policy.

10. Class Action Waiver: You agree that any arbitration or other proceeding shall be limited to the Dispute between UBake and You, individually. To the full extent permitted by law, no party shall have the right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class-action procedures. Additionally, You shall have no right or authority for any Dispute to be brought in a purported representative capacity on behalf of any other persons or the public, generally. YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BRING CLAIMS OR PROCEEDINGS AGAINST US, FOR ANY DISPUTE, ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

11. Miscellaneous:

a. Communications with Us: We can be contacted using the “Contact Us” section of Our Services platform. However, in no circumstance should You email or otherwise send Us any content that contains confidential or other sensitive information. You acknowledge and agree that for any communications You send Us, including, but not limited to, feedback, questions, comments, suggestions, complaints, etc., We shall be free to record, copy, store, and/or use any such communications and any ideas, concepts, know-how, or techniques contained therein, for any purpose whatsoever, including, but not limited to, the development, production, and marketing of products and services that incorporate such information. We shall not have any liability or responsibility whatsoever in any manner related to any communications that You send Us and/or any responses that We may send You.

b. Full Information: You acknowledge and agree that You are fully informed of the contents, conditions, and effect of these Terms and that You have ultimately relied on Your own judgment and are choosing to access or otherwise utilize the Services under Your own free will and without any duress or coercion.

c. Full Agreement; Integration: These Terms, as may be amended from time to time and with all other documents expressly referenced and incorporated herein, constitute the full and entire agreement between You and UBake and supersedes all prior negotiations and related agreements, if any, with respect to the subject matter of these Terms.

d. Modification: These Terms may only be modified or amended by UBake in its sole and absolute discretion.

e. Governing Law; Mutual Drafting: These Terms shall be construed, governed by, enforced, and administered in accordance with the substantive laws of the State of South Carolina; furthermore, these Terms are to be deemed jointly drafted and shall not be construed against You or UBake on the ground that the Terms or any part of them was drafted by one party rather than the other.

f. Compliance with Legal Process: We will fully cooperate with any law enforcement authorities, court order, or subpoena requesting or directing Us to take any action; disclose the identity of any Customer, Account, or Vendor (including You); or produce documents or communications (subject to privilege or other protection, if any).

g. International Access: Our Services are based in the United States. We make no claims or representations whether the Services or the content thereof may be accessed, downloaded, viewed, or otherwise used outside of the United States. If You access the Services or the content thereof from outside the United States, You do so at Your own risk. Whether inside or outside of the United States, You are solely responsible for compliance with applicable laws and regulations.

h. Survivability: Should any of these Terms be held invalid or illegal, such illegality shall not invalidate the whole of these Terms, but rather, the Terms shall be construed and enforced with the minimum reformation necessary.

i. No Promises: No promise or representation of any kind has been made to You except as is expressly stated in these Terms.

j. No Waiver; Remedies Cumulative: Any forbearance, failure, or delay by UBake in exercising any right, power, or remedy, provided for in these Terms or pursuant to applicable law, shall not preclude the further exercise thereof, and every right, power, or remedy of UBake shall continue in full force and effect. All of UBake’s remedies—under these Terms, by operation of law, or otherwise afforded—shall be cumulative and not alternative.

k. Benefit: These Terms shall inure to the benefit of UBake and its members, managers, directors, employees, agents, licensees, affiliates, subsidiaries, parent companies, insurers, attorneys, representatives, successors, and assigns, as applicable. Nothing in these Terms, whether express of implied, shall be construed to give any person or entity, other than You, any right or benefit.

l. Headings: Headings, titles, and captions preceding the contents of these Terms are provided for convenience of reference and shall not be used to explain or to restrict the meaning, purpose, or effect of any provision to which they refer.

m. No Employment: You acknowledge and agree that You are not an employee, agent, partner, joint venturer, or franchisee of UBake and that no such relationship is created by these Terms.

n. Cooperation: You agree to cooperate with UBake and its members, managers, directors, employees, agents, licensees, affiliates, subsidiaries, parent companies, insurers, attorneys, representatives, successors, and assigns, as applicable, to effectuate these Terms and the effective provision and operation of the Services, including, but not limited to, by performing such acts and executing and delivering such other instruments necessary and proper to do so.

o. Assignability: UBake may assign its rights, duties, and obligations under these Terms, by operation of law or otherwise, without notice to You.

p. No Other Services; No Other Duties: Other than the duties and obligations required of UBake hereunder, no other duties or obligations shall be implied in fact, law, equity, or otherwise. Other than the Services referenced in these Terms, UBake shall not and will not provide any other services to You, unless agreed to by UBake in writing.

q. Force Majeure: Neither UBake nor You shall be responsible for any damages or any delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, pandemic or epidemic, war, revolution, civil commotion or acts of civil or military authorities of public enemies, labor unrest (including strikes and boycotts), or changes in law, regulation, or ordinance.

r. Advertising Rights: UBake reserves the right to sell, license, and/or display any advertising, attribution, links, promotional, and/or distribution rights in connection with Your usage of the Services, and UBake and its members, managers, directors, employees, agents, licensees, affiliates, subsidiaries, parent companies, insurers, attorneys, representatives, successors, and assigns, as applicable, will be entitled to retain any and all revenue generated from any sales or licenses of such advertising, attribution, links, or promotional, or distribution rights. Furthermore, nothing in these Terms obligates or may be deemed to obligate Us to sell, license, or offer to sell or license any advertising, promotion, or distribution rights.

s. Third Party Links: The Services may contain links to other internet sites that are not owned, operated, or controlled by UBake and/or its members, managers, directors, employees, agents, licensees, affiliates, subsidiaries, parent companies, insurers, attorneys, representatives, successors, and assigns. Should You use or otherwise access these links, You will leave the domain of the UBake Services; You assume all risks associated with such internet sites, and We are not and shall not be responsible for any content, materials, or other information located on or accessible from any other internet site. Additionally, We do not endorse, guaranty, or make any representations or warranties regarding any other internet sites or any content, materials, or other information located or accessible from any other internet sites, or any results You may experience from using other websites. We cannot and have not provided You any legal counsel or advice of any nature or in any respect.

THESE TERMS—WHICH INCLUDE ALL TERMS INCORPORATED INTO AND WITH THESE TERMS BY REFERENCE—APPLY TO ALL SERVICES PROVIDED BY US THAT YOU AND OTHER VENDORS MAY USE OR OTHERWISE ACCESS. BY BROWSING OUR SERVICES AND/OR BY ACCESSING AND USING OUR SERVICES, IN ANY MANNER AND USING ANY MEDIUM, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY ALL OF THESE TERMS, WHETHER OR NOT YOU ARE A REGISTERED USER, INCLUDING, BUT NOT LIMITED TO, THE ARBITRATION, CLASS ACTION WAIVER, INDEMNIFICATION, RELEASES, EXCLUSION OF LIABILITY, AND DISCLAIMER OF WARRANTIES PROVISIONS, AS WELL AS YOUR AGREEMENTS AND REPRESENTATIONS SET FORTH IN THESE TERMS. IF YOU DO NOT AGREE TO EACH AND ALL OF THESE TERMS, DO NOT USE OR ACCESS OUR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT WE MAY TERMINATE ALL OR ANY PART OF OUR SERVICES, AT ANY TIME AND WITHOUT NOTICE TO YOU, AND THAT WE MAY UPDATE OR MODIFY THESE TERMS, FROM TIME TO TIME, WITHOUT NOTICE TO YOU.


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