Terms of Service for Consumers

 

Handoff Technologies, Inc. and affiliates (“Handoff”, “we”, “our”, or “us”) own and operate certain websites, mobile device applications, and other tools, technology, and programs (collectively, the “Platform”), as well as services associated with or made available through the Platform (collectively, the “Services”). These Terms of Service for Consumers (“Terms”) govern your access to the Platform and Services and constitute a legal agreement between you and Handoff. 

 

PLEASE REVIEW SECTION 14, TITLED THE “DISPUTE RESOLUTION” CAREFULLY. UNLESS YOU OPT OUT OF ARBITRATION AS PROVIDED BELOW, THESE TERMS WILL REQUIRE YOU TO RESOLVE DISPUTES WITH US, NO MATTER WHEN ARISING OR ASSERTED, THROUGH BINDING INDIVIDUAL ARBITRATION (WITH LIMITED EXCEPTIONS). YOU ACKNOWLEDGE AND AGREE THAT YOU AND HANDOFF EACH WAIVE THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

 

THE PLATFORM AND SERVICES ARE FOR PERSONS 21 YEARS OF AGE AND OLDER. YOU MAY NOT USE OUR PLATFORM OR SERVICES IF YOU ARE UNDER 21 YEARS OF AGE. YOU MAY NOT PURCHASE FOR, PICK-UP FOR, RECEIVE OR SEND A DELIVERY OR SHIPMENT TO ANYONE UNDER 21. DO NOT SEND US INFORMATION ABOUT ANYONE UNDER 21 YEARS OF AGE.

 

  1. License Grant. Subject to these Terms, we grant you a limited, non-exclusive, and nontransferable license to:

    1. download, install, and use the Platform for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with these Terms; and

    2. access, and use on such Mobile Device the Services made available in or otherwise accessible through the Platform, strictly in accordance with these Terms.

  2. License Restrictions. You are only permitted to use the Platform and Services for lawful purposes and in accordance with these Terms. You shall not:

    1. use the Platform in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);

    2. remove any copyright, trademark or other proprietary notices from any portion of the Platform; 

    3. copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform;

    4. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;

    5. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;

    6. attempt to gain unauthorized access to or impair any aspect of the Platform, Services, or their related systems or networks; rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, or any features or functionality of the Platform, to any third party for any reason, including by making the Platform available on a network where it is capable of being accessed by more than one device at any time; or

    7. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform.

  3. Our Services.

    1. We do not sell, offer to sell, or solicit sales of alcohol. Our Services enable you to search via our Platform for alcohol and other products (“Products”) available for sale by licensed alcohol retailers that have agreed to use our Platform (“Retailers”). We will not be liable if for any reason all or any part of the Services or Platform is unavailable at any time.

    2. When you place an order through the Platform, it is an offer to purchase from a Retailer. The total purchase amount (plus any additional fees and taxes) may be authorized by your payment processor, but your offer is not accepted by the Retailer at that time. The Retailer reviews your order and decides whether to accept it. If the Retailer accepts your order, they will charge you for the purchase amount (plus any additional fees) and arrange for the delivery of the ordered products.

    3. We are not a delivery company or a common carrier. The delivery of your order will be facilitated by the Retailer or a third-party delivery service utilized by the Retailer (“Delivery Provider”). We do not employ, select, or supervise any Delivery Providers. We do not guarantee delivery times and we are not liable for the actions, omissions, products, or content of Retailers or any Delivery Providers.

  4. Account Registration.

    1. You must create an account to use the Platform and the Services. You must provide accurate, current, and complete information during the registration process and at all other times when you use the Services. Additionally, you must periodically update your account information to keep it accurate, current, and complete. You shall use your legal name and actual date of birth on all accounts and orders you create.

    2. You represent that you are the sole authorized user of any account you create and you are responsible for all activities that occur under your password or account. You shall monitor your account to prevent its use by any person under the age of 21, and you will accept full responsibility for any unauthorized use of your password or your account. You shall not authorize any other person to use your account, nor shall you transfer your account to any other person or entity. If you suspect that any unauthorized party may be using your password or account, you shall notify Handoff Support at info@handofftech.com immediately.

    3. You shall bear responsibility for all liability for losses, damages, expenses, and fees incurred by us or a third party arising from someone else using 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 we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Services. You shall not create an account or use the Services if any Handoff accounts attributable to you have been previously removed by us, or if you have been previously banned from use of the Services or Platform.

    4. If you wish to deactivate your account for any reason, you shall contact Handoff Support at info@handofftech.com. If your account has been deactivated, we may, in our sole discretion, reactivate your account upon your written request to info@handofftech.com.

  5. Privacy and Data. By accessing the Platform, using the Services, or registering for an account, you agree that we may collect, process, and disclose your personal information in accordance with our Privacy Statement, available here.

  6. Prices, Taxes, and Fees. 

    1. Retailers set the price of their products on the Platform, and Retailers and their delivery providers may charge you additional fees, including but not limited to delivery fees, redelivery fees, and restocking fees. Your order, including any additional fees, may be subject to tax.

    2. We reserve the right to charge fees for the use of our Platform and Services. If we do charge you any fees, we will inform you and collect the fees directly.

  7. Returns, Refunds, and Exchanges. We make no representations concerning your ability to return a product to a Retailer, receive a refund from a Retailer, or receive an exchange from a Retailer on any product.

  8. Promotional Offers.

    1. Handoff and Retailers, at their sole discretion, may make promotional offers available to you. You agree that promotional offers: (a) may only be used by the intended audience, for the intended purpose, and in a lawful manner; (b) may not be duplicated, sold or transferred in any manner, or made available to the general public, unless expressly permitted by us; (c) are subject to the specific terms that Handoff and Retailers establish for such promotional offer; (d) cannot be redeemed for cash or cash equivalent; and (e) are not valid for use after the date indicated in the offer.

    2. Handoff and Retailers reserve the right to modify or cancel a promotional offer at any time. If you attempt to evade restrictions on any promotional offers, Handoff and Retailers may decline to redeem your promotional offer.

  9. ID verification and Retailer Right to Refuse.

    1. Someone aged 21 years or older must be present to accept and sign for any Products you order. 

    2. It is the responsibility of the Retailer and/or the Delivery Provider to verify your identification and age, and to determine whether it is otherwise safe and appropriate to deliver your ordered Products. They may require a valid form of photo identification with birthdate and a signed acknowledgment confirming acceptance at the time of pick-up or delivery. 

    3. A Retailer and/or the Delivery Provider may refuse, cancel or adjust your order for any reason in their sole discretion, including but not limited to their inability to verify your age or identity, the unavailability of a Product, the presence of intoxicated people, or the appearance of an unsafe or inappropriate situation. We are not responsible for a Retailer or Delivery Provider’s ability or inability to provide any Products.

    4. If we believe that your order is fraudulent or unlawful, we may alert the Retailer and suspend your use of the Platform. 

    5. If a delivery cannot be made for any reason, or a subsequent delivery attempt is made, you may be charged additional fees. 

  10. Errors. The products appearing on the Platform may contain technical, typographical, or photographic errors. We do not represent or warrant that any of the descriptions appearing on the Platform are accurate, complete, or current. We may make changes to the Products at any time without notice to you. If you receive a Product that is not as described (or that you did not order), your sole remedy is to notify the Retailer to resolve the issue.  

  11. Intellectual Property Ownership, and Reservation of Rights.  

    1. The Handoff name, the Handoff logo, and all related names, logos, product and service names, designs, and slogans (collectively, “Handoff Marks”) are trademarks of Handoff or its affiliates or licensors. You must not use the Handoff Marks without our prior written consent. All other names, logos, product and service names, designs, and slogans (“Product Marks”) on the Platform are the trademarks of their respective owners.

    2. The Platform and all content appearing on the Platform except for Product Marks, including, without limitation, text, photos, videos, graphics, software, features, and functionality (collectively, the “Content”) including all associated intellectual property or proprietary rights is exclusively owned by or licensed to us. The Platform and the Content are protected by copyright, trademark, trade dress, domain name, patent, trade secret, and/or other intellectual or proprietary rights and laws of the United States and other countries.

    3. You acknowledge and agree that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform, or any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. We, and our licensors and service providers reserve and shall retain our entire right, title to, and interest in the Platform, Services, and Content, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

  12. User Content.

    1. We may, in our sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to us textual, audio, and/or visual content, and submission of entries for competitions and promotions (“User Content”). Your User Content remains your property. However, by providing User Content to us, you grant us and our affiliates, successors, and assigns the right to use, reproduce, modify, display, distribute, and otherwise disclose to third parties the User Content for any purpose.

    2. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant us the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor our use of the User Content will infringe, misappropriate, or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

    3. You shall not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by us in our sole discretion, whether or not such material is protected by law. We may, but shall not be obligated to, review, monitor, and remove User Content, at our sole discretion, at any time and for any reason, without notice to you.

  13. Communications.

    1. When you use the Platform or Services, or send emails, text messages, and other communications from Mobile Device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, telephone calls, text messages, mobile push notifications, or notices and messages through your Mobile Device, the Platform, or the Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

    2. By providing us with your Mobile Device number, you consent that we, Retailers, and Delivery Providers may contact you by telephone, SMS, or MMS messages at that Mobile Device number, and you consent to receiving such communications for transactional, operational, or informational purposes. When you provide your Mobile Device number to us, you represent and warrant that you are the current subscriber or authorized user of the relevant account. You understand and agree that such messages may be sent using automated technology. [You may unsubscribe from receiving text messages from us at any time. To revoke your consent to receiving SMS or MMS messages from us, you must reply “STOP” from the mobile device receiving the messages.]

  14. App Stores. 

    1. You acknowledge and agree that the use and availability of the Platform is dependent on the third party from whom you received the Platform license or who administers certain activities relating to the Platform, e.g., the Apple App Store, Google Play, or a similar source (“App Store”). You acknowledge that these Terms are between you and us and not with the App Store. As between us and the App Store, we, not the App Store, are solely responsible for the Services, including the Platform, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). You agree to pay all fees (if any) charged by the App Store in connection with the Platform. You agree to comply with, and your license to use the Platform is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies). You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of these Terms and will have the right to enforce them.

    2. In connection with the use of the Platform, the App Store may (a) impose certain requirements or fees, and/or (b) require you to authorize us to undertake certain activities to facilitate your access to or use of the Platform or our performance of certain Services for you. These third-party App Store requirements and fees may change over time and are outside our control. You agree to (i) comply with all requirements of App Stores at all times, (ii) pay such fees to the App Store, (iii) authorize us to undertake applicable activities on your behalf, and (iv) otherwise reasonably cooperate with and facilitate our interactions with the App Store, as and if necessary, for us to provide the Services and make available the Platform. 

  15. Dispute Resolution. PLEASE READ THIS “DISPUTE RESOLUTION” SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT. Any legal controversy or claim arising from or relating to these Terms, or use of the Platform or Service, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to website operations, intellectual property, and our Service will be settled solely by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Denver, Colorado, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. You or we may seek any interim or preliminary relief from a court of competent jurisdiction in Denver, Colorado necessary to protect the rights or property of you and us pending the completion of arbitration.

  16. Disclaimer of Warranties.

    1. THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE PLATFORM AND SERVICES OR PRODUCTS REQUESTED THROUGH THE USE OF THE PLATFORM AND SERVICES, OR THAT THE PLATFORM AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

    2. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE PLATFORM OR SERVICES, AND ANY PRODUCTS REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

    3. WE DO NOT CONTROL, MANAGE OR DIRECT ANY THIRD-PARTY PROVIDERS INCLUDING RETAILERS OR DELIVERY PROVIDERS. THIRD-PARTY PROVIDERS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR OUR EMPLOYEES.

    4. WE DO NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE PLATFORM OR SERVICES. WE DO NOT REPRESENT OR WARRANT THAT THE PLATFORM, SERVICES, OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

  17. Limitation of Liability.

    1. WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE PLATFORM OR SERVICES, REGARDLESS OF OUR NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    2. WE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE PLATFORM OR SERVICES OR YOUR INABILITY TO ACCESS OR USE THE PLATFORM OR SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. 

    3. THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON OUR CHOICE OF LAW PROVISION SET FORTH BELOW.

  18. Indemnification. You agree to indemnify and hold us and our affiliates and our and their officers, directors, employees, and agents harmless from and against any and all actions, claims, demands, losses, liabilities, costs, damages, and expenses (including attorneys’ fees), arising out of or in connection with: (a) your use of the Platform and Services or products obtained through your use of the Platform and Services; (b) your breach or violation of any of these Terms; (c) our use of your User Content; or (d) your violation of the rights of any third party, including Retailers and Delivery Providers. 

  19. Applicable Law. The laws of the State of Colorado, excluding its conflicts of law rules, govern these Terms. The state and federal courts located in the State of Colorado, Larimer or Denver counties, have jurisdiction over all claims or disputes that are not subject to arbitration. Solicitations, offers, advertisements and communications are void where prohibited. You must comply with any local, state or national laws applicable to your use of the Platform and Services, such as rules and regulations regarding the sale, service, transportation, import, export, shipment or delivery of alcoholic beverages.

  20. Notice. Where we require that you provide an e-mail address, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required or permitted by these Terms, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to us by sending an email to info@handofftech.com. Such notice shall be deemed given on the next business day after such e-mail is actually received by us.

  21. Other Terms. You may not assign these Terms. We may assign these Terms without your consent to: (a) a subsidiary or affiliate; (b) an acquirer of our equity, business or assets; or (c) a successor by merger. Any purported assignment by you in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, us or any third party as a result of these Terms or use of the Platform and Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

  22. Updates. We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through the Platform, or updating the date at the top of these Terms. Unless otherwise noted in the notice, the amended Terms will be effective immediately and apply to all access to and use of the Website thereafter. However, any changes to Section 14 will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Platform. Your continued access to and use of the Platforms after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using the Platform.