terms & conditions

Foodsby, Inc.
Gift Terms and Conditions
(Updated November26, 2019)

The following Terms and Conditions (these “Terms”) apply to Foodsby Gifts:

You agree that Foodsby, Inc. (“Foodsby”) may provide notices, disclosures, and amendments to these Terms and other information relating toGifts by electronic means, including by posting these materials online at www.foodsby.com.

Generally. Foodsby Gifts are codes with stored value offered by Foodsby. Gifts may be purchased, gifted and redeemed only at the Foodsby website located at www.foodsby.com (the “Site”)in accordance with then-current purchase, gifting, use and redemption instructions, limitations, restrictions, and other terms and conditions at the Site. Only Foodsby members in good standing may purchase, gift, use and redeem Gifts. Upon redemption, an Gift retains any unused balance, and the funds remaining on an Gift code do not expire. Gift codes are not reloadable. No dormancy, inactivity, service or other fees are associated with an Gift. Gifts cannot be redeemed for cash, unless required by law. Gifts are subject to these Terms, as such are modified or replaced from time to time. Purchase, redemption or use of an Gift constitutes acceptance of all terms and conditions associated with an Gift, including these Terms, and any additional instructions, limitations, restrictions, terms and conditions as set forth at the Site. Use of the Site is subject to the terms and conditions thereof, including the Site Terms of Use and Privacy Policy.

Purchase and Gifting; Valid Email Addresses. Gifts may be purchased and gifted only at the Site. Eligible purchasers may be further limited as set forth at the Site. Follow the instructions at the Site for Gift purchases and identification of gift recipients. Gift recipients must be members in good standing of Foodsby with a valid email address associated with their membership. If a recipient is not a member, follow the instructions at the Site for a membership invitation to be sent to a potential Gift recipient. Foodsby is not responsible for Gifts that are undeliverable or not received due to the purchaser’s failure to enter an accurate and valid email addressor for the intended recipient to maintain a valid email address. Please check to make sure the email address is correct and contact support@foodsby.com if you are encountering issues. Gifts are transferrable only by the initial purchaser of the Gift, and may only be gifted (transferred) as described above. Gifts are non-transferrable after the initial gift transfer by the initial purchaser to the intended gift recipient. Gifts may not be resold.

Redemption and Use. The recipient of an Gift will be notified by email from Foodsby of receipt of an Gift. Gifts will be posted to a recipient member’s Foodsby account pending redemption by the recipient. A Gift has no value until posted to the Foodsby account of a Foodsby member in good standing, and only then has value to apply to an eligible Foodsby order. Gifts may be redeemed only at the Site for food orders from participating restaurants at the time of placing an order at the Site. Follow the instructions at the Site for Gift redemption and use. When making an order, a recipient must choose to apply the Gift amount to an eligible order. Orders paid for with a Gift are subject to applicable sales tax. If the amount of a Gift does not cover the total purchase amount (including taxes), a user will need to pay for the remainder of the purchase with a valid form of payment at the time of purchase. Gifts may not be used for past orders or purchases; purchases of Gifts, gift cards or gift certificates; purchases on Foodsby Meeting; or payment for Foodsby Unlimited subscriptions. Not for promotional use. Gifts may be used as personal or business gifts, but may not be used in connection with any marketing, advertising or other promotional activities of any kind(including, without limitation, on third party websites; or with Internet, print, e-mail, telemarketing, direct mail or other advertisements and promotions, or radio, Internet or television broadcasts) without Foodsby’s prior written approval.

Limitation of Responsibility and Liability. Treat Gift codes like cash. Foodsby is not responsible for (and will not replace) lost or stolen Gift(s), or Gift(s) used without a purchaser’s or recipient’s, as applicable, permission. Foodsby shall not have responsibility or liability for use of any Gift(s)by third parties through a purchaser’s or recipient’s Foodsby account. A Foodsby member is solely responsible for keeping the password for the member’s account safe and for any activity conducted under the member’s account.

FOODSBY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TOGIFTS OR CODES, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES WILL ANY GIFT PURCHASER,RECIPIENT OR POTENTIAL RECIPIENT BE ENTITLED TO (AND SUCH PURCHASER, RECIPIENT OR POTENTIAL RECIPIENT WAIVES THE RIGHTS TO) PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU.

Compliance with Laws. By purchasing, redeeming or using Gifts, a purchaser or recipient, as applicable, is certifying and representing to Foodsby that the activities in connection with such activities comply with these Terms, and all applicable laws, rules and regulations, and that the Gifts will not be purchased, redeemed or used in any manner that is misleading, deceptive, unfair or otherwise harmful to consumers or Foodsby. A purchaser or recipient, as applicable, agrees to defend and indemnify Foodsby and its parents, subsidiaries and affiliates from and against any claims, expenses or liabilities made against or incurred by any of them in connection with a purchaser’s or recipient’s purchase, redemption or use of Gifts or violation of any of these Terms.

Changes to Terms. Foodsby may change these Terms, and any other terms, conditions, instructions, limitations and restrictions applicable to Gifts from time to time at Foodsby’s sole discretion and without notice. Foodsby recommends reviewing these Terms, and the other terms, conditions, instructions, limitations and restrictions at the Site from time to time to review the then-current materials.

Issuer. Foodsby is the issuer of the Gifts and sole obligor to the Gift purchaser and recipient. Foodsby may delegate its issuer obligations to an assignee without recourse; if delegated, the assignee, and not Foodsby, will be the sole obligor to the Gift purchaser and recipient.

Laws. These Terms shall be governed by and interpreted in accordance with the laws of the State of Minnesota, without giving effect to principles of conflicts of law that would require the application of the laws of another jurisdiction.

Disputes. ANY DISPUTE, CLAIM OR CAUSE OF ACTION REGARDING GIFTS, OR THE PURCHASE, REDEMPTION OR USE THEREOF, OR THESETERMS, SHALL BE BROUGHT (A) INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS OR COLLECTIVE ACTION, AND WITHOUT JOINDER OR CONSOLIDATION OF CLAIMS OF THIRD PARTIES, AND (B) EXCLUSIVELY BEFORE A SINGLE PRIVATE AND IMPARTIAL ARBITRATOR IN A CONFIDENTIAL, FINAL AND BINDING ARBITRATION HELD IN MINNEAPOLIS, MINNESOTAADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS THEN CURRENT COMMERCIAL ARBITRATION RULES; THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW. ANY AWARD AND ANY CONFIRMING JUDGEMENT APPLIES ONLY TO THE ARBITRATION IN WHICH IT WASAWARDED AND CANNOT BE FURTHER USED IN ANY OTHER CASE EXCEPT TO ENFORCE THE AWARD ITSELF.

Questions? If you have any questions concerning these Terms, your E-Gift code balance(s), or other E-Gift information, please contact support@foodsby.com.