This is an agreement that sets out the terms for the supply services you (“Customer”, “you”) by Boonli, LLC, a limited liability company with an address at 5215 Scotts Valley Drive, Suite D, Scotts Valley, CA 95066 (“Boonli”, “we” or “us”). By clicking the “I agree” or “I agree to the Terms of Service” button, you agree to this agreement with us (the “Agreement”). The Agreement applies to your use of www.boonli.com (the “Site”) whereby a Customer can initiate a payment to a Merchant, make choices related to the offerings of Merchants and access related information (collectively, the “Service”). In this Agreement, “Merchant” means a business entity from which you wish to purchase goods or services (e.g. food) and that has contracted with Boonli to assist in its payment processing. This Agreement affects your rights and should be read carefully.
1. Consent to Use Personal Information and Accuracy
In order to supply the Services, we will collect, store and use your personal information as well as disclose it to third parties as per the terms of this Agreement and the Boonli privacy policy posted at the Site (the “Privacy Policy”). The Privacy Policy forms part of this Agreement. You agree to provide true, accurate, current and complete information and to keep it current by updating your information in the Services as and when it changes (e.g. change of email). If you provide any information that is untrue, inaccurate, not current or incomplete, or Boonli believes the information is untrue, inaccurate, not current or incomplete, Boonli can suspend or terminate your access to the Services. Boonli is not responsible for error or losses occurring on account of your supplying us with incorrect or incomplete information.
Please note that Personal Information that we will collect, store and disclose under this Agreement includes sensitive private information, such as your date of birth, name, residential address, phone number, email, dietary preferences and other sensitive information. We will not provide any payment account information to any third party other than our payment processor or bank without your prior express consent. If you do not agree with our use and disclosure of your personal information in this way, you shall stop using our Services. You authorize Boonli, through third parties, to make any inquiries it considers necessary to verify your identity and reduce the chances of fraud in your account.
This section survives termination of this Agreement.
2. Boonli Account
Boonli will allow you to create a unique private account on the Site to access the Services. Boonli will allow you to create a password for your Service account. The account provides access to and a record of the Services and allows you to obtain and send information to Merchants. You may not disclose your account password or permit any third party to use them on penalty of losing the account. You are solely responsible for safeguarding and maintaining the secrecy and confidentiality of your account and related information. You shall immediately notify Boonli of any unauthorized use of an account. You are responsible for your use of the account and you agree to indemnify Boonli for all charges whether or not authorized by you and for losses or other liabilities related to your account.
3. Customer Representations
By using the Services, you state that: (i) you are a party to an agreement with a Merchant giving rise to each actual or attempted transaction; (ii) you have the authority to enter into this Agreement; (iii) you are eighteen (18) years of age or more and of the age of majority in the place where you live; (iv) you are not hiring us to make transaction payments on your behalf; as to all payments, we are instead acting as an agent of the Merchant; (v) you will not enter false information into the Services; (vi) you will not use the Services for any illegal purpose; (vii) you will promptly correct any information in your account that is not correct; (vi) you are fully authorized to use any checking account or payment card registered in your Boonli account; (vii) you are authorized to use and disclose to us personal information concerning the person who may receive the goods or services of the Merchant if that it’s not you (e.g. your child); (viii) it is solely your responsibility to determine the desired Merchant goods and services selected; and (ix) you shall look only to the Merchant and not to Boonli for the supply of and service related to the Merchant’s goods and services.
We are not a party to your agreement with the Merchant and we do not have responsibilities to you under that agreement.
4. Ordering Food with Boonli Services
Depending on your agreement with a Merchant, you may be able to utilize the Services to subscribe to a food plan comprising of predetermined food items for yourself or for someone else for whom you have the right to do so (e.g. your child). The Service allows the Merchant to post information about its food items and to facilitate your sending your selection of those items to the Merchant. Boonli is not a food catering company and it is not the seller or supplier of food or any other Merchant product or service and is not responsible for the ingredients, preparation, handling, serving, or any other activity related to Merchant goods or services. Boonli is not liable for any negligence, mishandling, misuse, or other activities by Merchant or its employees, affiliates, suppliers or any third party connected to the food or other Merchant products or services. Where you use the Service to communicate to Merchant your selection for a specific food or other item that you wish to purchase from Merchant, and Merchant fails to deliver the selected item or delivers it in a manner that is not to your satisfaction, Boonli is not responsible for such failure.
Should you have a concern or issue with any food item, or other Merchant product or service, including but not limited to quality issues, you shall contact the Merchant directly to resolve such concerns or issues. If a refund for a food item is requested, the process is described below. Boonli is not responsible for refunds based on your dissatisfaction with any food item. You agree to look only to the Merchant for claims related to Merchant products and services.
Should you or the person the food item is ordered for, as applicable, be absent when the food item is being distributed, as per your agreement with the Merchant, no refunds or credits may be issued.
ALL INFORMATION, RECIPES, MENU ENTRIES, FOOD, GOODS AND SERVICE DESCRIPTIONS, THIRD PARTY ENDORSEMENTS AND MERCHANT INFORMACIONT CONCERING THEIR PRODUCTS AND SERVICES (“DESCRIPTIONS”) ARE PROVIDED BY MERCHANT THROUGH THE SERVICE ARE MERCHANT CONTENT THAT WE SIMPLY COMMUNICATE TO YOU ON BEHALF OF THE MERCHANT FOR INFORMATIONAL PURPOSES ONLY. BOONLI MAKES NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF ANY DESCRIPTIONS. THE DESCRIPTIONS SHOULD NOT BE USED AS A THERAPEUTIC MODALITY OR AS A SUBSTITUTE FOR THE ADVICE OF A NUTRITIONIST OR OTHER HEALTHCARE PROFESSIONAL. ANY ENDORSEMENT ON THE SITE IN CONNECTION THEREWITH IS INTENDED, BY THE MERCHANT, TO HELP YOU MAKE INFORMED DECISIONS ABOUT YOUR OR YOUR CHILD’S NUTRITION AND DIET AND IS NOT DESIGNED, INTENDED, OR CAPABLE OF REPLACING PERSONALIZED NUTRITION AND HEALTH SERVICES. NO ACTION SHOULD BE TAKEN BASED SOLELY ON DESCRIPTIONS OR OTHER CONTENT OF THE SITE, REGARDLESS OF PERCEIVED SCIENTIFIC MERIT.
BOONLI CANNOT AND DOES NOT GUARANTEE THAT YOUR CHILD SHALL BE FREE FROM ALLERGIC REACTION TO ANY FOOD PROVIDED BY MERCHANT’S FOOD SUPPLIERS AND/OR CATERING COMPANIES, AND YOU SHALL BE SOLELY RESPONSIBLE FOR MONITORING FOR, AND PROTECTING YOUR CHILD AGAINST, ANY SUCH REACTION. BOONLI SHALL NOT BE LIABLE FOR AND EXPRESSLY DISCLAIMS ANY AND ALL DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE DAMAGES, AND OTHER TYPES OF DAMAGES IN ANY EVENT IN CONNECTION WITH ALLERGIC REACTIONS TO MERCHANT FOOD OR OTHER ISSUES WITH MERCHANT PRODUCTS OR SERVICES EVEN IF BOONLI HAS BEEN ADVISED BEFOREHAND OF SUCH ANY ALLERGIES THAT YOUR CHILD MAY HAVE.
5. Payment Transactions and Fees
There are two kinds of fees that are relevant to this Agreement:
"Fees" means the fees that Boonli charges the Customer for the Services and they are posted on the Site; and
"Merchant Fees" means fees charged by a Merchant for their Product (e.g. cafeteria lunch fees).
Boonli provides Merchants with a service to help them receive payment for their goods or services and also shares Merchant information with you concerning Merchant goods and services (e.g. Descriptions). Boonli is a payment processor for Merchants and it is not a bank, money transmitter or other form of money services business or financial institution. If Boonli assists a Merchant in completing any payment transaction, Boonli is acting as agent on behalf of such Merchant and not on your behalf. Merchant shall be a third-party beneficiary under this Agreement and shall benefit from all your payment transaction authorizations and payments addressed in this Agreement.
Depending on your account preferences and the preferences of the Merchant and in a manner consistent with your agreement with the Merchant and this Agreement, you may be charged Fees related to your use of the Services. Fees are separate and distinct from payment transactions which are for Merchant Fees. Our Fees are not surcharges. Any Fees payable to Boonli will be disclosed to you prior to your making payment on the Site or by other electronic means. If you prefer not to use the Services or pay such Fees, you shall opt-out of the Services prior to paying Fees or otherwise using the Services.
Merchant Fee payments collected by Boonli for Merchants are settled directly to the Merchant, less applicable fees pursuant to a separate payment processing agreement between Boonli and the Merchant. Boonli is not responsible for the Merchant’s handling of funds it receives as a result of payment processing by Boonli.
Depending on how your Merchant has chosen to accept payment, they may accept payment by electronic check from your bank account (also known as Automated Clearing House, ACH, or e-check) or by credit card.
By entering your checking account information on the Site, you are authorizing Merchant, Boonli or a designee of either to initiate an ACH debit transaction on that account for the benefit of Merchant for each Merchant Fee payment transaction that you so authorize. Merchant shall give you full credit for the amount of such transaction as of when the funds leave your checking account and you will not have to wait until the later date when they are received by the Merchant. You can revoke the right of Merchant or Boonli to debit your checking account by sending a notice to the Merchant and Boonli at the address indicated on the Site or in your agreement with the Merchant.
If the Merchant is willing to accept payment by credit card, which preference will be indicated by credit card being a payment option, and you select that method of payment on the Site, then you authorize Merchant, Boonli or a designee of either, to charge your credit card for the amount of each Merchant Fee payment transaction indicated by you through the Service.
Where you have chosen a given method of payment under this Agreement, it may also be used by Boonli to collect Fees or other liabilities you may have to Boonli under this Agreement.
The Merchant may offer you the option of recurring transaction payments of Merchant Fees. In such cases, where you accept such offer, your designated checking or payment card account will be debited for the authorized transaction amount on the designated day each month until the agreed upon recurring payment period ends. Additional Fees, as indicated in this Agreement or on the Site, may apply for recurring transaction payments.
Boonli reserves the right to not process any payment transactions based on incorrect, expired, or over-charged credit cards or incorrect or non-sufficient funds for ACH payments. In the event such a transaction is processed, Boonli reserves the right to promptly collect, and you hereby agree to promptly pay, all amounts due, payable, or owed by you to Boonli. Boonli reserves the right to charge a nominal fee of $10 per order in the event you attempt to make a payment that is declined, necessitating an alternative mode of payment or exception processing. If you fail to pay any Fees or charges when due, Boonli may charge such amount directly to the credit card identified in your account and Boonli may suspend or terminate your access to the Service. You agree that you shall bear sole liability for any fees, including attorneys’ fees and collection costs, that Boonli may incur in its efforts to collect any unpaid balances from you. Your right to use the Service is subject to limits established by Boonli in its sole discretion and by your credit card issuer or bank.
Boonli does not collect payments by cash or personal check on behalf of Merchants. All payments made via cash or personal check must be sent directly to the Merchant. For Merchant cash and check payment policies and procedures, it is your responsibility to contact the Merchant.
Boonli shall use reasonable efforts to correct errors in transactions, but it has no liability to recover amounts from Merchant that were paid to it in error. If you provide information that is not correct, you are responsible for the losses that result from that incorrect information.
Merchant, through Boonli, will provide you with a receipt for each transaction by email to the email that you enter into the Services or otherwise by electronic means through the account. Such receipts shall be in the name of the Merchant and shall be evidence of your Merchant Fee payment transaction to the Merchant.
A Merchant may provide you with the ability to pre-pay for their goods an services. Such pre-payments will be identified in your Boonli Service account as a ‘Wallet’. The term ‘Wallet’ means funds that you have paid to the Merchant. As per your terms with the Merchant, you may be able to draw on the Wallet balance that you maintain with the Merchant to pay for goods and services of the merchant. Boonli does not hold the Wallet funds and shall not be liable to you for those funds. Instead, the Merchant holds them and you shall look to only the Merchant to access those funds. A Wallet balance is not convertible to cash and may not be used anywhere other than the Merchant posting the balance.
6. Chargebacks, Refunds, Returns and Credits
If you are not satisfied with the good or service purchased from Merchant, you agree to resolve said issue directly with Merchant. Merchant shall perform all returns and refunds of transactions as per its own return and refund policies. Boonli has no obligation to refund, return or reverse any transaction, provided that Boonli may, at its sole discretion, assist in refund or return transactions where Boonli has determined, at its sole discretion, that the transaction was made in error, fraudulently or in a manner that is in breach of this Agreement.
If you would like to request a refund of a transaction for which the good or service has not yet been received by you, and you are within the refund period designated by Merchant, you do have the ability to make a refund request by cancelling the Merchant’s good or service through the Site. The request to cancel the good or service shall result in a credit in your account. Credits will be applied to your next order and, subject to Merchant’s credit roll-over policy, may be carried over to the next school year. If you would like a refund for unused credits or do not wish to have a credit with the Merchant or will no longer be making orders, you may contact the Merchant or Boonli to request a refund. If you request a refund as outlined in this section, and the funds have been transferred to the Merchant by Boonli, the Merchant shall be solely responsible for providing the refund, and Boonli will not have any responsibility for said refund.
Where a Merchant Fee transaction amount has been settled to Merchant and such amount is to be returned to you on account of the deficiency of ACH consent or payment card authorization in this Agreement or for any other reason, you shall look to Merchant, and not Boonli, for reimbursement of all such amounts.
Any Fees payable to Boonli associated with your transaction are non-refundable.
7. Changing or Cancelling Orders
Merchant may designate a period of time within which you can order their offered goods or services ("Open Ordering Period"). As per your agreement with the Merchant, changes to your order can only be made during the Open Ordering Period. A cancelled order during the Open Ordering Period will result in the Merchant providing a credit to be applied to your next order. Once the Open Ordering Period has closed, your order is FINAL. Where a Merchant indicates that you have a credit but does not honor the credit, Boonli shall not be liable for such failure by the Merchant, whether or not information concerning the credit was communicated to you through the Service.
8. Term and Termination
The term of this Agreement shall begin as of the first to occur of you (i) accepting this Agreement; (ii) creating an account for the Services; or (iii) initiating a payment transaction. This Agreement terminates when you or Boonli terminate it. Boonli can terminate this Agreement or suspend performance under this Agreement at any time without notice or consent. You can terminate this agreement at any time by deleting your account in the Services. Further, you agree that Boonli shall not be liable to you or any third-party for any termination.
In the event of termination, you will remain liable to Boonli for any Fees, or other liabilities arising hereunder notwithstanding any termination. Boonli reserves the right to complete or not complete, at its sole discretion, all transactions that are pending as of a termination of this Agreement. No termination of this Agreement shall affect any of your rights or responsibilities under your agreement with Merchant.
If you hold a Wallet balance on termination of this Agreement, you will look to the Merchant to use that balance and not to Boonli as Boonli is not in possession or control of your Wallet balance.
9. Third Party Links, Content and Disclaimer
The Site may enable access to third-party services and websites (each, a "Third Party Service"). Any such links are provided solely as a convenience and Boonli makes no representations and offers no warranties as to the nature, scope, quality, purported results, or any and all other items, materials, aspects, or content contained on the linked sites. Boonli has no control over Third Party Services. You agree to use the Third Party Services at your sole risk. Third Party Services shall be governed and controlled by their suppliers’ terms and conditions and privacy policy. Boonli is not responsible for examining or evaluating the content or accuracy of any Third Party Services and shall not be liable for any such Third Party Services. You will not use the Third Party Services in any manner that is inconsistent with the terms of this Agreement or that infringes the intellectual property rights of Boonli or any third party. Boonli reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any Third Party Services at any time without notice or liability to you.
10. Intellectual Property Rights
The name "Boonli", www.boonli.com, and all names, marks, trademarks, works of authorship, inventions, discoveries, service marks, logos, descriptions, products, materials or other intellectual property used to supply and operate the Services (collectively, "Intellectual Property") related to Boonli services on the Site or elsewhere are the intellectual property of Boonli or its licensors. Intellectual Property shall be protected to the fullest extent possible under all applicable laws. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks or trade dress of Boonli. You may not copy, imitate, prepare derivative works of, reproduce, retransmit, distribute, publish, commercially exploit, transfer or use the Intellectual Property in any format or medium whatsoever. All right, title and interest in and to the Services, any related content, the Site, the technology related to the Boonli Services, and any and all technology and any content created or derived from any of the forgoing is the exclusive property of Boonli and its licensors.
The content and materials furnished and otherwise made available by other Site users are provided to you for use solely as expressly permitted herein or on the Site. If you wish to redistribute or use such content and materials in any other manner, you bear sole responsibility to obtain permission from the user or subscriber who posted it and sole liability in connection with any such redistribution or use.
11. Restricted Activities
In connection with your use of the Services, you will not: (i) breach the terms of this Agreement, or any other agreement or policy that you have agreed to with Boonli and the Merchant; (ii) violate any law, statute, ordinance or regulation; (iii) infringe Boonli’s or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; (iv) provide false, inaccurate or misleading information; (v) carry out what Boonli reasonably believes to be potentially fraudulent transactions; (vi) fail to cooperate in an investigation or provide confirmation of your identity or any information you provided to Boonli or the Merchant; (vii) control an account that is linked to another Boonli account that has engaged in any of these restricted activities; (viii) take any action that imposes an unreasonable or disproportionately large load on Boonli’s infrastructure; (ix) facilitate any viruses, Trojan horses, worms or other programs that may damage, interfere with, surreptitiously intercept or expropriate any system, data or information; (x) use an anonymous proxy; (xi) use any robot, spider, other automatic device, or manual process to monitor or copy Boonli’s services; or use any device, software or routine to bypass the robot exclusion headers, or interfere or attempt to interfere with the Boonli’s payment services; or (xii) take any action that interferes or attempt to interfere with the Services.
If Boonli, acting in its sole discretion, believes that you may have engaged in any of the above activities, it may take various actions concerning you, including but not limited to: (i) closing, suspending or limiting your access to your account or the Services; (ii) contacting your bank and/or payment card issuer; (iii) contacting the Merchant; or (iv) taking legal action against you.
12. Disclaimer of Warranty and Limitation of Liability
THE SERVICE IS PROVIDED ON AN "AS-IS", "AS AVAILABLE", AND “WITH ALL FAULTS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOONLI EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE SERVICES PROVIDED BY BOONLI OR THAT THE OPERATION OF THE SERVICES WILL BE INTERRUPTION OR ERROR FREE OR WITHOUT VIRUSUS OR OTHER HARMFUL MATERIALS. BOONLI DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED FROM THE USE OF THE SERVICE. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK. YOUR ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE SERVICE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BOONLI, ITS SUPPLIERS, AGENTS AND LICENSORS, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO MERCHANT OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF BOONLI HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. EXCEPT AS REQUIRED BY LAW, IN NO EVENT SHALL BOONLI’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO YOU, OR ANY THIRD PARTY, IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT (AND ALL OTHER AGREEMENTS BETWEEN BOONLI AND YOU) EXCEED THE FEES ACTUALLY PAID TO BOONLI BY YOU DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you.
Boonli is not responsible for any nonpayment of transactions, non-sufficient funds, charge backs, or any other nonpayment issue as a result of non-payment or your inability to pay on any transaction.
Nothing in this Agreement shall limit the rights of a Merchant in an agreement with you.
13. Indemnification
You agree to defend, indemnify and hold Boonli and its affiliates, and any respective officers, employees, agents, members, managers, partners and contractors, harmless from and against all claims, expenses and damages, including reasonable attorneys' fees, arising out of or resulting, directly or indirectly, from any act or omission by you, by the supplier of any food products ordered using the Service, or by the Merchant for which the Services is provided.
By using the Services, you agree to indemnify, defend, and hold Boonli and its respective parents, subsidiaries, affiliates and agents, and each of their respective officers, directors, employees, managers, members and partners harmless from and against any claim, demand, action or other proceeding, and all related all losses, liabilities, damages, costs, and expenses, including reasonable attorney’s fees, made by any third party or incurred by any of the foregoing due to or arising out of your use of the Services, or as a result of the use of the Services by any party using your account, including but not limited to violation of this Agreement or the infringement of any intellectual property or other right of any person or entity.
14. Arbitration and Class Action Waiver
THIS AGREEMENT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY ENTERING INTO THIS AGREEMENT, YOU AGREE TO THIS ARBITRATION PROVISION.
EXCEPT FOR CLAIMS FOR PROPERTY DAMAGE, PERSONAL INJURY OR DEATH, ANY DISPUTES BETWEEN YOU AND BOONLI MUST BE RESOLVED ONLY BY ARBITRATION ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT ALLOWED. YOU AND BOONLI EACH WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER. YOU AND BOONLI REMAIN FREE TO BRING ANY ISSUES TO THE ATTENTION OF GOVERNMENT AGENCIES.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the Judicial Arbitration and Mediation Services (“JAMS”), before a single arbitrator mutually agreed to by the parties. If an arbitrator has not been selected by the parties by the sixtieth (60th) day following the demand for arbitration, the arbitrator shall be selected by JAMS. The parties consent to the judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, however, should adequate grounds exist for Boonli seeking immediate injunctive or immediate equitable relief, Boonli may seek and obtain such relief without the necessity of posting bond. The parties hereby consent to the exclusive jurisdiction in the state and Federal courts of or in the State of California in the county where Boonli is located for purposes of seeking such injunctive or equitable relief as set forth above.
The parties acknowledge and agree that, in connection with any such arbitration and regardless of outcome, (a) each party shall pay all of its own costs and expenses, including without limitation its own legal fees and expenses, and (b) joint expenses shall be borne equally among the parties. Notwithstanding the foregoing, the arbitrator may cause the losing party to pay to the winning party (each as determined by the arbitrator consistent with its decision on the merits of the arbitration) an amount equal to any reasonable out-of-pocket costs and expenses incurred by the winning party with respect to such arbitration (as may be equitably determined by the arbitrator).
Any dispute concerning the Merchant agreement shall be settled under the terms thereof and you will not involve Boonli in those disputes as Boonli is not a party to that agreement. An arbitration with respect to this Agreement shall take place in Santa Clara County, California in the English language.
15. Miscellaneous
Entire Agreement. References to this Agreement includes other agreements, policies and any operating rules posted on the Site or provided to you by Boonli and constitute the entire agreement between you and Boonli. This Agreement supersedes all previous written or oral agreements between the parties with respect to such subject matter.
Applicable Laws. This Agreement is governed by the laws of the State of California without regard to its conflict of laws provisions.
Waiver. Any waiver of Boonli’s rights must be in writing and signed by a duly authorized officer of Boonli. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
Assignment. You agree that this agreement may be assigned by Boonli without notice to you or your consent. You cannot assign this agreement without Boonli’s prior consent and any assignment of this agreement without such consent will be null and void.
Content Storage. Boonli shall have no responsibility or liability in connection with Customer content that you upload or cause to be supplied to the Service, including without limitation any deletion, or the inability or failure to store, such content.
Confidentiality. The Services, Intellectual Property, and any information provided to you by or on behalf of Boonli in connection with this Agreement are our confidential and proprietary information (collectively, "Confidential Information"). Except to the extent of any Confidential Information that is or becomes publicly available through no fault or breach by you or any third party of this Agreement or the Privacy Policy, you shall maintain the confidentiality of all Confidential Information and shall not disclose or provide access to any Confidential Information to any third party. The use of Confidential information is only to access the Services.
Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
Survival. All sections as well as any other terms which by their nature should survive, shall survive any termination or expiration of this Agreement including but not limited to those concerning limitation of liability, indemnification, confidentiality, intellectual property, food orders, disclosure, chargebacks, representations and warranties, arbitration and general provisions.
Force Majeure. Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control.
Amendment. Boonli reserves the right to change the Services without your prior notice or consent. Boonli reserves the right to change this Agreement or its Fees by posting an update to it on the Site. If you keep using the Services for thirty (30) days after a revised version of this Agreement or updated Fee disclosure is posted to the Site, you will be deemed to have accepted the new version or new Fees. Amendments to Merchant Fees are governed by your agreement with the Merchant.
Third Party Beneficiary. Merchant shall be a third party beneficiary under this Agreement solely for the purpose of collecting amounts owing by you to Merchant.
Notices. Notices to you shall be made through the account or by email to the email address you have provided in registering for the Services. Notices to Boonli shall be in writing and shall be delivered to the address of Boonli appearing on the Site.
16. Questions, Comments or Complaints
If you have any questions, comments or complaints with respect to this Agreement, please contact us through your Service account or at support@boonli.com.