Ice Cream Please Terms of Service
Last Updated: Decmeber 18, 2016
These terms of service constitute a legally binding agreement (the “Agreement”) between you and Ice Cream Please LLC (“Ice Cream Please,” “we,” “us” or “our”) governing your use of the Ice Cream Please application, website, and technology services (collectively, the “Ice Cream Please Services”).
By entering into to this Agreement, you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE ICE CREAM PLEASE SERVICES.
The Ice Cream Please Services
The Ice Cream Please Services provide a marketplace where persons who seek delivery of ice cream or other treats to their location (“Customers”) can be matched with persons who sell ice cream or other treats at those locations (“Vendors”). Vendors and Customers are collectively referred to herein as “Users,” and each vendor shall create a profile that enables access to the Ice Cream Please Services. For purposes of this Agreement, the ice cream delivery services provided by vendors to customers that are matched through the Services shall be referred to collectively as the “Vendor Services”. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Each Vendor Service provided by a vendor to a customer shall constitute a separate agreement between such persons.
Modification to the Agreement
In the event Ice Cream Please modifies the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Ice Cream Please reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Ice Cream Please Services or Services after any such changes shall constitute your consent to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).
The Ice Cream Please Services may only be used by individuals who can form legally binding contracts under applicable law. The Ice Cream Please Services is not available to children (persons under the age of 18) without parental supervision or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account.
Ice Cream Please Communications
By becoming a User, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems.
With respect to your use of the Ice Cream Please Services and your participation in the Services, you agree that you will not:
impersonate any person or entity;
stalk, threaten, or otherwise harass any person, or carry any weapons;
violate any law, statute, rule, permit, ordinance or regulation;
interfere with or disrupt the Services or the Ice Cream Please Services or the servers or networks connected to the Ice Cream Please Services;
post Information or interact on the Ice Cream Please Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;
use the Ice Cream Please Services in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Ice Cream Please Services;
“frame” or “mirror” any part of the Ice Cream Please Services, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose; or
modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Ice Cream Please Services or any software used on or for the Ice Cream Please Services;
rent, lease, lend, sell, redistribute, license or sublicense the Ice Cream Please Services or access to any portion of the Ice Cream Please Services;
use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Ice Cream Please Services or its contents;
link directly or indirectly to any other web sites;
transfer or sell your User account, password and/or identification to any other party
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or
cause any third party to engage in the restricted activities above.
By providing Vendor Services as a vendor through the Ice Cream Please Services, you represent, warrant, and agree that:
You will not make any misrepresentation regarding Ice Cream Please, the Ice Cream Please Services, the Vendor Services or your status as a Vendor.
You will not attempt to defraud Ice Cream Please or Customers through the Ice Cream Please Services or in connection with your provision of Vendor Services. If we suspect that you have engaged in fraudulent activity we suspend or bann you from using the Ice Cream Please Services.
You agree that we may obtain information about you, including your criminal records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.
All intellectual property rights in the Ice Cream Please Services shall be owned by Ice Cream Please absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Ice Cream Please Services are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Ice Cream Please. Ice Cream Please shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
ICE CREAM PLEASE and other Ice Cream Please logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Ice Cream Please in the United States and/or other countries (collectively, the “Ice Cream Please Marks”). If you provide Vendor Services as a Vendor, Ice Cream Please grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Ice Cream Please Marks solely in connection with providing the Vendor Services through the Ice Cream Please Services (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Ice Cream Please’s prior written permission, which it may withhold in its sole discretion. The Ice Cream Please Marks may not be used in any manner that is likely to cause confusion.
You acknowledge that Ice Cream Please is the owner and licensor of the Ice Cream Please Marks, including all goodwill associated therewith, and that your use of the Ice Cream Please Marks will confer no additional interest in or ownership of the Ice Cream Please Marks in you but rather inures to the benefit of Ice Cream Please. You agree to use the Ice Cream Please Marks strictly in accordance with Ice Cream Please’s Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that Ice Cream Please determines to nonconforming or otherwise unacceptable.
You agree that you will not: (1) create any materials that incorporate the Ice Cream Please Marks or any derivatives of the Ice Cream Please Marks other than as expressly approved by Ice Cream Please in writing; (2) use the Ice Cream Please Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Ice Cream Please Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Ice Cream Please’s rights as owner of the Ice Cream Please Marks or the legality and/or enforceability of the Ice Cream Please Marks, including, without limitation, challenging or opposing Ice Cream Please’s ownership in the Ice Cream Please Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Ice Cream Please Marks, any derivative of the Ice Cream Please Marks, any combination of the Ice Cream Please Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Ice Cream Please Marks; (5) use the Ice Cream Please Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.
Violation of any provision of this License may result in immediate termination of the License, in Ice Cream Please’s sole discretion. If you create any materials bearing the Ice Cream Please Marks (in violation of this Agreement or otherwise), you agree that upon their creation Ice Cream Please exclusively owns all right, title and interest in and to such materials, including without limitation any modifications to the Ice Cream Please Marks or derivative works based on the Ice Cream Please Marks. You further agree to assign any interest or right you may have in such materials to Ice Cream Please, and to provide information and execute any documents as reasonably requested by Ice Cream Please to enable Ice Cream Please to formalize such assignment.
Ice Cream Please respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the Ice Cream Please Services infringe upon your copyrights, please contact our support team for information on how to make a copyright complaint.
The following disclaimers are made on behalf of Ice Cream Please, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.
Ice Cream Please does not provide delivery services, and Ice Cream Please is not a delivery company. It is up to theCustomer to decide whether or not to request a delivery from a vendor through the Ice Cream Please Services, and it is up to the Vendor to decide whether or not to accept the delivery request from any Customer contacting them through the Ice Cream Please Services. We cannot ensure that a Vendor or Customer will complete an arranged delivery. We have no control over the quality or safety of the delivery that occurs as a result of the Vendor Services.
The Ice Cream Please Services are provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Ice Cream Please Service, including the ability to provide or receive Services at any given location or time. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
We do not warrant that your use of the Ice Cream Please Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the Ice Cream Please Services will be corrected, or that the Ice Cream Please Services are free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Ice Cream Please Services.
We cannot guarantee that each Vendor is who he or she claims to be. Please use common sense when using the Ice Cream Please Services, including looking at the photos of the Vendor you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Ice Cream Please Services by persons under the age of 18 in violation of this Agreement.
Ice Cream Please is not responsible for the conduct, whether online or offline, of any User of the Ice Cream Please Services. You are solely responsible for your interactions with other Users. Ice Cream Please expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.
It is possible for others to obtain information about you that you provide, publish or post to or through the Ice Cream Please Services (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Ice Cream Please Services. Please carefully select the type of information that you post through the Ice Cream Please Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).
Opinions, advice, statements, offers, or other information or content concerning Ice Cream Please or made available through the Ice Cream Please Services, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether through the Ice Cream Please Services or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted through the Ice Cream Please Services and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.
Location data provided by the Ice Cream Please Services is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Ice Cream Please, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Ice Cream Please Services. Any of your Information, including geolocational data, you upload, provide, or post on the Ice Cream Please Services may be accessible to Ice Cream Please and certain Users of the Ice Cream Please Services.
Ice Cream Please advises you to use the Ice Cream Please Services with a data plan with unlimited or very high data usage limits, and Ice Cream Please shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Ice Cream Please Services.
This paragraph applies to any version of the Ice Cream Please Services that you acquire from the Apple App Store. This Agreement is entered into between you and Ice Cream Please. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Ice Cream Please Services. Ice Cream Please, not Apple, is solely responsible for the Ice Cream Please Services and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.
You will defend, indemnify, and hold Ice Cream Please including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Ice Cream Please Services and participation in the Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, without limitation, Vendors, Customers, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Ice Cream Please Services or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of Services as a Vendor; and/or (5) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
Limitation of Liability
IN NO EVENT WILL ICE CREAM PLEASE, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “ICE CREAM PLEASE” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE ICE CREAM PLEASE SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE ICE CREAM PLEASE SERVICES, THE VENDOR SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE IC CREAM PLEASE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE DELIVERY, GOODS, OR OTHER SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT ICE CREAM PLEASE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY DELIVERY, GOODS OR OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THERE TERMS. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Term and Termination
This Agreement is effective upon your initial use of the Ice Cream Please Services. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to Ice Cream Please; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of Section 9 or breach of Section 10(a) through (i) of this Agreement. In addition, Ice Cream Please may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Vendor Services; (2) Ice Cream Please has the good faith belief that such action is necessary to protect the safety of the Ice Cream Please community or third parties, provided that in the event of a deactivation pursuant to (1)-(2) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Ice Cream Please’s reasonable satisfaction prior to Ice Cream Please permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Ice Cream Please’s satisfaction, this Agreement will not be permanently terminated.
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Ice Cream Please’s business, operations and properties, including User information (“Confidential Information”) disclosed to you by Ice Cream Please for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Ice Cream Please in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Ice Cream Please with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Ice Cream Please or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Ice Cream Please; becomes known to you, without restriction, from a source other than Ice Cream Please without breach of this Agreement by you and otherwise not in violation of Ice Cream Please’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Ice Cream Please to enable Ice Cream Please to seek a protective order or otherwise prevent or restrict such disclosure.
Relationship with Ice Cream Please
As a Vendor through the Ice Cream Please Services, you acknowledge and agree that you and Ice Cream Please are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Ice Cream Please expressly agree expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Ice Cream Please; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Ice Cream Please, and you undertake not to hold yourself out as an employee, agent or authorized representative of Ice Cream Please.
Ice Cream Please does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the Ice Cream Please Services. You retain the option to accept or to decline or ignore a Customer’s request for Services via the Ice Cream Please Services, or to cancel an accepted request for Services via the Ice Cream Please Services. With the exception of any signage required by law or permit/license rules or requirements, Ice Cream Please shall have no right to require you to: (a) display Ice Cream Please’s names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying Ice Cream Please’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in other business or employment activities.
This Agreement shall be governed by the laws of the State of Texas without regard to choice of law principles. This choice of law provision is only intended to specify the use of Texas law to interpret this Agreement and is not intended to create any other substantive right to non-Texans to assert claims under Texas law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non- binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Ice Cream Please, in our sole discretion by providing notice to you. Any notices to you shall be provided to you through the Ice Cream Please services or given to you via the email address or physical you provide to Ice Cream Please during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Ice Cream Please with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.
If you have any questions regarding the Ice Cream Please Services, please contact our Customer Support Team.