TERMS AND CONDITIONS

Valid: September 22, 2021

Terms and Conditions – Consumers of ListoPronto

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THE TERMS AND CONDITIONS (“AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND LISTOPRONTO TECHNOLOGIES. (“LISTOPRONTO”,”WE”, “US” OR “OUR”).

Acceptance of this Agreement

The Company provides an online marketplace connection, using web-based technology that connects You and other consumers, restaurants, and/or other businesses and Independent Delivery Contractors. The Company’s software enables consumers to order food and/or other products from various restaurants and businesses. Once such orders are placed, the Company’s software notifies Restaurant Partners and Shippers that a delivery opportunity is available and the software facilitates the completion of the delivery to the consumer. The Company is not a restaurant, delivery service or food preparation business.

If you access the website located at www.listopronto.com, install or use the ListoPronto mobile application, install or use any other software provided by ListoPronto, or access any information, features or services made available or enabled by ListoPronto (each, a “Service” and collectively, the “Services”), or complete the ListoPronto account registration process, you, your heirs, assigns, and successors (collectively, “you” or “your”) hereby represent and warrant what:

(a) you have read, understand and agree to be bound by this Agreement;

(b) you are of legal age in the jurisdiction in which you reside to form a binding contract with ListoPronto (the “Minimum Age”); and

(c) you have the authority to enter into the Agreement personally and, if applicable, on behalf of any organization on whose behalf you have created an account and to bind such organization to the Agreement.

The terms “User” and “Users” refer to all persons and others who access or use the Services, including, without limitation, organizations that register accounts or access or use the Services through their respective representatives. Except as otherwise provided in this Agreement, if you do not agree to be bound by the Agreement, you may not access or use the ListoPronto Services.

Modifications

ListoPronto reserves the right to change the terms and conditions of this Agreement or its policies relating to the Software or the Services at any time, upon posting of an updated version of this Agreement through the Services. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your acceptance of such changes.

Additional Terms and Policies

By using the Services, you agree to be bound by this Agreement and acknowledge and consent to the collection, use, and disclosure of your personal information in accordance with ListoPronto’s Privacy Policy, which is incorporated into this Agreement by reference. Certain features of our Services may be subject to additional terms and conditions, which to the extent permitted by applicable law are incorporated herein by reference.

Rules and prohibitions

By using the Services, you agree that:

(a) You will only use the Services for lawful purposes; you will not use the Services to send or store any illegal material or for any deceptive or fraudulent purpose; and you will not engage in conduct that harms other Users, employees of ListoPronto , or our community.

(b) You will only use the Services in accordance with all applicable laws, including copyright, trade secret or other intellectual property rights or other rights of third parties, including rights of privacy, personality or publicity.

(c) You will only access the Services using means explicitly authorized by ListoPronto.

1. d) You will not use another User’s account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services.

(e) You will not use the Services to cause annoyance or inconvenience.

1. f) You will not use the Services, or any content accessible through the Services, for any commercial purpose, including, without limitation, contacting, advertising, soliciting or selling to any Merchant, user or Contractor, unless ListoPronto has given you permission. prior to doing so in writing.
2. g) You will not copy or distribute the Software or any content displayed through the Services, including Merchant menu content and reviews, for republication in any format or media.

(h) You will not compile, directly or indirectly, any content displayed through the Services, except for your personal use and notcommercial.

(i) The information you provide to us when you register an account or communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with any proof of identity that we may reasonably request.

1. j) You will keep your account password or any identification credentials we provide to you that enables you to access the Services secure and confidential.
2. k) You will use the Software and the Services only for your own use and you will not directly or indirectly resell, license or transfer the Software, the Services or the content displayed by the Services to any third party.

(l) You will not use the Services in any manner that could damage, disable, overburden, or impair any ListoPronto server, or the networks connected to any ListoPronto server.

(m) You will not attempt to gain unauthorized access to the Services and/or any account, resource, computer system and/or network connected to any ListoPronto server.

(n) You will not probe, scan or test the vulnerability of any system or network or violate or circumvent any security or authentication measures that ListoPronto may use to prevent or restrict access to the Services or use of the Services or the content of the same.

(o) You will not deep-link to the ListoPronto website or access the ListoPronto website manually or with any robot, spider, web crawler, extraction software, automated process, and/or device for scraping, copying, indexing, framing, or monitor any part of the ListoPronto website or any content on the ListoPronto website.

(p) You will not perform any systematic retrieval of data or other content from the Services.

(q) You will not attempt to harm other Users, ListoPronto, or the Services in any way.

(r) You will report any bugs, errors, unauthorized access methodologies, or any violation of our intellectual property rights that you discover in your use of the Services.

(s) You will not abuse our credit or promotional code system, including by redeeming multiple coupons at once or opening multiple accounts to take advantage of offers available only to first-time users.

(t) You will not attempt to do any of the foregoing.

Contractors and tradesmen are independent

You understand and agree that ListoPronto provides a technology platform that connects you with independent food service providers and others who provide the products offered through the Services (“Merchants”), and independent third party contractors who provide delivery services (“Contractor”). “). You acknowledge and agree that ListoPronto does not prepare food or offer delivery services, and has no responsibility or liability for the acts or omissions of any Merchant or contractor. ListoPronto is not the retailer of any product offered by the Merchants, nor is it in the delivery business or common carrier. ListoPronto provides a technological platform that facilitates the transmission of orders by Users to Merchants for collection or delivery by Contractors. ListoPronto will not evaluate or guarantee the suitability, legality or capacity of any Contractor or Merchant. You agree that ListoPronto is not responsible for Merchants’ food preparation or food safety, and does not verify Merchants’ compliance with applicable laws or regulations. ListoPronto has no responsibility or liability for acts or omissions on the part of any Merchant or Contractor.

You agree that the goods you purchase will be prepared by the Merchant you have selected, that title to the goods passes from the Merchant to you at the Merchant’s location, and that the Contractor will be directed by your instructions to transport the goods to their place of delivery. appointed. You agree that neither the Contractor nor ListoPronto has title to or acquires any ownership interest in any goods you order through the Services.

User account

You may be required to register for an account to use portions of the Services. You must provide accurate, current and complete information during the registration process and at all other times when you use the Services, and update the information to keep it accurate, current and complete. You are the only authorized user of any account you create through the Services. You are solely and fully responsible for all activities that occur under your password or account. You agree that you will monitor your account to prevent use by minors, and you will accept full responsibility for any unauthorized use of your password or account. You may not authorize others to use your User status, and You may not assign or transfer your User account to any other person or entity. If you suspect that any unauthorized party may be using your password or account, you will notify  immediately. ListoPronto will not be responsible and you may be liable for losses, damages, liabilities, expenses and fees incurred by ListoPronto or a third party arising out of someone else’s use of your account, regardless of whether you have notified us of such unauthorized use. If you provide any information that is untrue, inaccurate, not current, or incomplete, or ListoPronto has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, ListoPronto has the right to suspend or terminate your account and refuse any current use or future of the Services (or any part thereof). You agree not to create an account or use the Services if you have previously been removed by ListoProntolo, or if you have previously been prohibited from using the Services.

(a) User Content.

ListoPronto may provide you with interactive opportunities through the Services, including, by way of example, the ability to post User ratings and reviews (collectively, “User Content”). You represent and warrant that you own, or otherwise have the right to provide, all User Content that you submit, post and/or otherwise transmit through the Services. You hereby grant ListoPronto a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, delete, publicly perform, translate, create derivative works, distribute and/or use the User Content in connection with the ListoPronto business and in all forms now known or hereafter invented (“Uses”), without notice and/or approval by you. In addition, you grant ListoPronto a license to use your username and/or other user profile information, including without limitation your rating history, to attribute User Content to you in connection with such Uses, without notice or approval by you. part. You agree that this license includes the right of other Users to access and use your User Content in conjunction with participation in the Services and as permitted through the functionality of the Services. For the sake of clarity, the license granted to ListoPronto herein shall survive termination of the Services or your account. ListoPronto reserves the right, in its sole discretion, to remove or disable access to any User Content from the Services, suspend or terminate your account at any time, or seek any other remedy or relief available under equity or law if you post any User Content that violates this Agreement or that we deem objectionable for any reason. You agree that ListoPronto may monitor and/or remove your User Content (but assumes no obligation) for any reason in ListoPronto’s sole discretion. ListoPronto may also access, read, preserve, and disclose any information that ListoPronto reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce this Agreement, including investigation of potential violations thereof, (iii) detect, prevent or otherwise address fraud, security or technical problems, (iv) respond to User support requests, or (v) protect the rights, property or safety of ListoPronto, its users and the public.

1. b) Comments.

You agree that any submission of ideas, suggestions, and/or proposals to ListoPronto through your suggestion, feedback, wiki, forum, or similar pages (“Comments”) is at your own risk and that ListoPronto has no obligations (including, but not limited to, , confidentiality obligations) with respect to such Comments. You represent and warrant that you have all necessary rights to submit the Feedback and hereby grant ListoPronto a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, post, modify, delete, publicly perform, translate, create derivative works from, distribute and/or use such Comments.

1. c) Ratings and reviews.

To the extent you are required to rate and post reviews of Merchants or other businesses (“Ratings” and “Reviews”), such Ratings and Reviews are considered User Content and are governed by this Agreement. Ratings and reviews are not endorsed by ListoPronto and do not represent points view of ListoPronto or its affiliates. ListoPronto shall have no liability for Ratings and Reviews or for any claims for economic loss resulting from such Ratings and Reviews. Because we strive to maintain a high level of integrity with respect to Ratings and Reviews posted or made available through the Services, you agree that: (i) you will base any Rating or Review on first-hand experience with the Merchant or business; (ii) you will not provide a Rating or Review for any Merchant or business for which you have an ownership interest, employment relationship or other affiliation or for any of that company’s competitors; (iii) you will not submit a Rating or Review in exchange for payment, free meals, or other benefits from a Merchant or business; and (iv) your review will comply with the terms of this Agreement. If we determine, in our sole discretion, that any Rating or Review could diminish the integrity of the Ratings and Reviews or violate this Agreement, we may remove such User Content without notice.

Communications with ListoPronto

By creating a ListoPronto account, you electronically agree to accept and receive communications from ListoPronto, Contractors, or third parties that provide services to ListoPronto, including via email, text messages, calls, and push notifications to the cell phone number you provided to ListoPronto. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or that will deliver pre-recorded messages sent by or on behalf of ListoPronto, its affiliated companies and/or Contractor, including, but not limited to, communications related to orders placed to through your account on the Services. Message and data rates may apply. If you do not want to receive promotional emails, text messages or other communications, you can change your notification preferences by accessing your Account Settings. You can also opt out of ListoPronto text messages by replying “STOP” from the mobile device receiving the messages.

Intellectual property

ListoPronto alone (and its licensors, where applicable) will own all right, title and interest, including all related intellectual property rights, in and to the Software and Services. This Agreement is not a sale and does not convey to you any ownership rights in or related to the Software or Services, or any intellectual property rights owned by ListoPronto. The ListoPronto name, the ListoPronto logo, and product names associated with the Software and Services are trademarks of ListoPronto or third parties, and no right or license to use them is granted. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Software or Services.

Third Party Interactions

(a) Third Party Websites, Apps and Ads.

The Services may contain links to third party websites (“Third Party Websites”) and applications (“Third Party Applications”) and advertisements (“Third Party Ads”) (collectively, “Third Party Websites and Ads”). When you click on a link to a third-party website, third-party application, or third-party advertisement, ListoPronto will not warn you that you have left ListoPronto’s website or services, and will not warn you that you are bound by the terms and conditions ( including privacy policies) from another website or destination. Such third party websites and advertisements are not under the control of ListoPronto. ListoPronto is not responsible for third party websites, third party applications or third party advertisements. ListoPronto does not review, approve, monitor, endorse, guarantee or make any conditions or representations with respect to such Third Party Websites and advertisements, or their products or services. You use all links on third party websites and advertisements at your own risk. You should review the applicable terms and policies, including the privacy and data collection practices of any third party website or third party application, and make any investigation you deem necessary or appropriate before proceeding with any transaction with any third party.

Social media guidelines.

ListoPronto maintains certain social media pages for the benefit of the ListoPronto community. By posting, commenting, or otherwise interacting with these Pages, you agree to abide by our Social Media Community Guidelines.

Transactions involving alcohol

You may have the option to request delivery of alcoholic products to some locations and to ccertain Merchants. If you receive your delivery in any city in Colombia, Canada or USA,  you agree that you will only order alcoholic products if you are 18 years of age or older. You agree that you will only order alcoholic products if you are of legal age to purchase alcoholic products in the applicable jurisdiction. You also agree that, upon delivery of alcoholic products, you will provide a valid government-issued ID proving your age to the Contractor delivering the alcoholic products and that the recipient will not be intoxicated upon delivery of such products. If you order alcoholic products, you understand and acknowledge that neither ListoPronto nor the Contractor can accept your order for alcoholic products, and the order will only be delivered if the Merchant accepts your order. The Contractor reserves the right to refuse delivery if you are not 18 years of age or older (or the legal age to purchase alcoholic products in the applicable jurisdiction), if you are unable to provide valid government-issued identification, if the name on your identification does not match the name on your order, is visibly intoxicated, or if delivery would violate applicable laws.

Compensation

You agree to indemnify and hold harmless ListoPronto and its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any loss, claim, action, cost, damage, penalty, fine and expense. , including, without limitation, attorneys’ and legal fees and expenses, which may be incurred by an Indemnified Party arising out of, relating to, or resulting from (a) your User Content; (b) your misuse of the Software or Services; (c) your breach of this Agreement or any representation, warranty, condition or covenant in this Agreement; or (d) your violation of any applicable law, rule or regulation through or related to your use of the Software or Services. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this section, you agree to pay the Indemnified Party’s defense, including reasonable costs and attorney’s and legal fees incurred by the Indemnified Party. Indemnified Party. ListoPronto reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with ListoPronto in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable business practice by such party, or for any such party’s negligence, fraud, deception, false promise, misrepresentation, or concealment, suppression, or omission of any material fact in connection with the Software. or the Services. You agree that the provisions of this section will survive any termination of your account, this Agreement, or your access to the Software and/or the Services.

Exclusion of guarantees

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SOFTWARE AND SERVICES IS AT YOUR SOLE RISK. CHANGES ARE PERIODICALLY MADE TO THE SOFTWARE AND SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE. THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, AND NON-INFRINGEMENT. LISTOPRONTO MAKES NO WARRANTIES, CONDITIONS OR REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT AVAILABLE THROUGH THE SOFTWARE OR THE SERVICES, OR THE SERVICES, SOFTWARE, TEXT, GRAPHICS OR LINKS.

Internet delays

The Software and Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Except as set forth in ListoPronto’s privacy policy or as required by applicable law, ListoPronto is not responsible for any delay, delivery failure, or damage, loss, or injury resulting from such issues.

Breach and Limitation of Liability

1. a) General.

You understand and agree that a key element of the Services and this Agreement is your and our desire to keep the Services simple and efficient, and to provide the Software and Services at low cost. You understand and agree to the limitations on resources and responsibilities set forth in this Section 19 to keep the Software and Services simple and efficient, and costs low, for all users.

1. b) Limit of liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LISTOPRONTONO’S TOTAL LIABILITY SHALL EXCEED THE GREATER OF THE AMOUNTS ACTUALLY PAID AND/OR OWED BY YOU TO LISTOPRONTO DURING THE SIX (6) MONTH PERIOD INMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY SHALL APPLY IN FULL TO RESIDENTS OF NEW JERSEY.

(c) Disclaimer of Certain Damages.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LISTOPRONTO SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND (INCLUDING PERSONAL INJURY, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, AND LOSS OF DATA, REVENUE, USE, AND ECONOMIC ADVANTAGE). THE FOREGOING DISCLAIMER OF PUNITIVE AND EXEMPLARY DAMAGES, AND THE FULL DISCLAIMER OF DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE, OR FOR ANY INJURY CAUSED BY LISTOPRONTO’S FRAUD OR FRAUDULENT MISREPRESENTATION.

Rescission

If you violate this Agreement, ListoPronto may respond based on a number of factors including, but not limited to, the seriousness of your actions and whether there is a pattern of harmful behavior.

In addition, in its sole discretion, ListoPronto may modify or discontinue the Software or the Service, or may modify, suspend or terminate your access to the Software or the Services, for any reason, with or without notice and without liability to you or any third party. . In addition to suspending or terminating your access to the Software or the Service, ListoPronto reserves the right to take appropriate legal action, including, without limitation, seeking civil, criminal, or injunctive relief. Even after your right to use the Software or Services is terminated, this Agreement will continue to apply against you. All provisions that by their nature must survive to give effect to such provisions shall survive the termination of this Agreement.

Contact information

ListoPronto welcomes your questions or comments regarding this Agreement:

ListoPronto Technologies

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