These Restaurant Terms & Conditions (“Terms”) apply to the service relationship between Shabbat Shalom Deliveries LLC d/b/a Kosherly, its partners, related companies, and affiliates, (collectively, “Kosherly, us, we, our”) and the restaurant or kosher food business (“you” or “your”) signing up through our webform (the “Order Form”). You understand and agree that these Terms apply from the earlier of (i) your use of Shabat Shalom platform or services; or (ii) the Effective Date of your Order Form. 

 

Important: Our Terms have a mandatory arbitration and class-waiver provision in Section 7 below that will affect your rights and any disputes we may encounter.

 

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Kosherly Platform following the posting of any revised Terms or Privacy Policy means you agree to the changes.

 

1. KOSHERLY’S BUSINESS-STOREFRONT SERVICES

 

a. We enable customers (“End-Users”) of Kosherly’s website kosherly.us, and its associated mobile properties, and apps (all together, the “Kosherly Platform”) to purchase kosher food and beverages (“Products”) from your business (your “Storefront”).

 

b. Kosherly owns all rights, title, and interest in and to the Kosherly Platform and any content supplied by Kosherly, including without limitation, all copy, images, software, code, data, features, graphics, designs, copyrights, trademarks, logos, and other intellectual property therein. 

 

c. Kosherly will have sole editorial control over the Kosherly Platform including the presentation of any content owned and provided by you, including but not limited to, images, menus, trademarks, trade dress, designs, descriptions, labels, reviews, and logos (collectively, “Your Content”). 

 

d. You agree that by using the Kosherly Platform, you grant Kosherly an irrevocable, fully-paid up, royalty free, sub-licensable, fully-transferable, right and license to use Your Content for the Term and in perpetuity for any historical or archival purposes on the Kosherly Platform.

 

e. KOSHERLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS AND THE KOSHERLY PLATFORM, ANY USE THEREOF, INCLUDING WITHOUT LIMITATION IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, SECURITY, UPTIME, TIMELINESS, QUALITY, RELIABILITY, ACCURACY, COMPLETENESS, AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE KOSHERLY PLATFORM IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND KOSHERLY WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, WILLFUL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE KOSHERLY PLATFORM, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS, LOSS OR INACCURACY OF DATA OF ANY KIND, PERSONAL OR BODILY INJURY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES. KOSHERLY’S MAXIMUM LIABILITY IN CONNECTION WITH YOUR USE OF THE KOSHERLY PLATFORM WILL BE THE AMOUNT OF FEES YOU PAID TO KOSHERLY DURING THE SIX (6) MONTHS PERIOD IMMEDIATELY PRIOR TO THE EVENT WHICH GAVE RISE TO SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

 

2. MORE ABOUT YOUR CONTENT

 

a. Although we may make certain edits to Your Content, you are solely responsible for ensuring the following prior to submitting Your Content through us or the Kosherly Platform:

 

​(i) You represent and warrant that Your Content does not infringe or otherwise violate the intellectual property rights, privacy or publicity rights of any third-party.

 

(ii) ​You understand and agree that Your Content and any prices, availability, product descriptions, ingredients and other information you share about your Products must be complete and accurate, including any necessary disclaimers, warnings, or other disclosures.

 

b. Your Content must not:

 

​(i) contain any defamatory, obscene or offensive material;

 

​(ii) be false, misleading, fraudulent, or inaccurate;

 

​(iii) promote violence or discrimination;

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​(iv) promote any illegal activity;

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​(v) invade another’s privacy.

 

Kosherly is entitled to remove or edit Your Content, at our sole discretion, at any time Your Content breaches these Terms.

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c. You are responsible and assume any risk for Your Content including the legality, reliability, accuracy, and appropriateness of such content. Our incorporation of Your Content will not be deemed to be a waiver of these Terms nor an endorsement of Your Content.

 

d. In the event we receive a complaint in accordance with the Digital Millennium Copyright Act regarding Your Content, you understand that we have a legal obligation to promptly take the allegedly infringing content down from the Kosherly Platform. Following such takedown, you will have an opportunity to explain that Your Content is not infringing. 

 

3. COMPLIANCE WITH APPLICABLE LAW

 

a. You represent and warrant that your business and Storefront is duly organized, validly existing and in good standing in the State of Florida.

 

b. You agree to comply with all applicable retail food, beverage (including alcohol) or other health and safety codes, rules or regulations that apply to your Products.

 

c. If your Storefront offers alcohol, you represent and warrant that you possess and will maintain a valid and active liquor license and all other applicable licenses, permits, and regulations for the sale, distribution and (if applicable) delivery of alcohol (“Liquor License”). You must provide us with immediate written notice if, for any reason, your Liquor License expires, is revoked, canceled, surrendered, or not renewed during the Term.

 

d. You are responsible for ensuring that your Products, including any menus, ingredients, descriptions, labels, and packaging, are kosher and in compliance with any and all regulatory requirements for kosher products, safe for use or consumption and provide fully complete and accurate disclosures in compliance with the Federal Trade Commission (“FTC”) and other applicable regulatory agencies.

 

e. You acknowledge and agree that you are solely responsible for (i) any obligations to pay tips and other compensation to your employees and agents, (ii) report accurate tax rates and calculations to Kosherly, and (iii) to pay any legally required taxes and file all required tax returns and forms to the appropriate institutions.

 

f. During the Term you may have access to or receive the emails or phone numbers of End-Users. You understand and agree that you must never send any marketing communications to End-Users and may only use such contact information for the necessary purpose of confirming an End-User’s purchase of your Product through the Kosherly Platform.

 

4. YOUR RESPONSIBILITIES 

 

a. Your use of the Kosherly Platform is also subject to our general Terms of Use and Privacy Policy (which are fully incorporated into these Terms). 

 

b. If applicable, you will prepare food and beverage orders placed through the Kosherly Platform (i) consistent with menu descriptions, (ii) in compliance with all applicable health and safety requirements, (iii) in accordance with industry standards, and (iv) during the hours of operation you have provided to Kosherly. In the event you change your menu, hours of operation, or other particulars, you will promptly notify Kosherly in writing. You will ensure that your menu descriptions are sufficiently detailed as to ingredients and allergens and contain any other health or safety notices that are recommended or required by applicable laws, rules, or regulations. 

 

Data Usage

 

c. During the course of your use of the Kosherly Platform, you may have access to or be provided with non-public information, including certain End-User Data (defined below) (all of which is “Confidential Information”). You agree to protect and keep Confidential Information safe, confidential, and not to disclose Confidential Information to any third-parties except for your employees and agents that (i) have a need-to-know such Confidential Information in order for you to perform your responsibilities described in these Terms, and (ii) have signed a written obligation of confidentiality similar to this one.

 

d. “End-User Data” means (i) any and all information about End-Users generated or collected by Kosherly or you through the Kosherly Platform, including without limitation, an End-User’s name, email address, billing address, mailing address, phone number, demographics, geolocation, purchasing history, browsing history, device ID, biometric information, IP address, or their shopping preferences and tendencies, (ii) any information that may otherwise be considered “personal data” or “personal information” under applicable law, and (iii) any aggregated or de-identified forms thereof.

 

e. Unless we have given you specific and prior written consent you must not download, share, or store Confidential Information on your own devices. Failure to comply with this section will result in an immediate termination of your access to the Kosherly Platform. We may monitor your use of the Kosherly Platform and will become aware of any unauthorized sharing, download, or copying conducted by you.

 

f. You must implement appropriate technical and organizational measures to protect Kosherly personal data against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure, as well as any breach of your security measures. 

 

g. If we terminate your use of the Kosherly Platform, or at our request, you agree to return or destroy any Confidential Information within your possession, and any copies in whatever form along with your written confirmation that you have done so.

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Indemnification

 

h. You agree to indemnify, defend, and hold Kosherly harmless from any and all claims, proceedings, actions, losses, or damages (including reasonable attorneys’ fees) arising out of your acts or omissions in connection with these Terms or the Kosherly Platform, including without limitation, (i) any third-party transactions or financing arrangement, including your independent contractors and employees, (ii) your breach or alleged breach of these Terms, (iii) any alleged violation of third-party intellectual property relating to Your Content, (iv) your violation of confidentiality or data protection obligations, (v) your violation of applicable law or regulations, (vi) any injury, illness, harm, or complaints relating to your Product, or (vii) your gross negligence or willful misconduct. You must notify us immediately in writing of any potential claim related to these Terms.

 

Business Relationships

 

i. Your relationship with Kosherly is that of an independent contractor and nothing herein may be construed to create any agency, partnership or joint venture between us. Unless expressly set forth in these Terms, neither party has any authority of any kind to bind the other party in any respect whatsoever.

 

j. You agree not to make any public announcement, post, or press release regarding Kosherly, the Kosherly Platform, or your status as one of our Storefronts without our prior and express written consent.

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k. You acknowledge and agree that you are fully and solely responsible for determining and providing any payments, tips, taxes, salaries, insurance, and other benefits to your employees and agents.

 

l. You also accept full responsibility and liability for the acts or omissions of any of your employees or agents used during the Term or in connection with the Kosherly Platform.

 

m. You acknowledge and agree that, as between you and Kosherly, all End-Users or potential customers using the Kosherly Platform are Kosherly customers. You will not, nor permit any third-party to, market to or solicit any End-User or potential customer or company obtained through the Kosherly Platform for any purpose (for example, you may not solicit or encourage a customer or End-User to order directly from you or another third-party). This section does not apply to customers or End-Users, which you can prove with documentation, transacted business with you prior to the Effective Date.

 

n. During the Term and for the greater of (i) one year, or (ii) the longest amount of time allowed by applicable law, you may not directly or indirectly: (A) access, contact, solicit, refer, or conduct any business with an End-User, (B) circumvent or attempt to circumvent Kosherly’s business relationships including its relationships with End-Users, or (C) contract or transact with third-parties that are in direct competition with Kosherly’s core products in the United States. 

 

5. PAYMENT

 

a. For you to access and use the Kosherly Platform, you will pay Kosherly the commissions and other fees in accordance with the Order Form. There are no refunds.

 

b. Any free trials are subject to a separate addendum signed by both parties.

 

c. You understand and agree that (i) Kosherly is your agent for the purposes of any payment transactions between you and an End-User, (ii) the End-User placing the order with your StoreFront shall be deemed to be the payor for any such payment transaction; (iii) you will be deemed to be the payee for any such payment transaction, and (iv) the End-User’s obligation to pay you in connection with any such payment is satisfied upon receipt by Kosherly of payment from the End-User, including in the event Kosherly fails to remit funds to you. You agree to fully cooperate with us to ensure our acts as your “agent of the payee” for orders completed through the Kosherly Platform. 

 

6. TERM

 

a. The Term will continue for the period set forth in the applicable Order Form. 

 

b. We may terminate your access to the Kosherly Platform at any time for any reason upon prior written notice.

 

c. We may immediately terminate your access to the Kosherly Platform if we discover or suspect that you (i) failed to pay us in accordance with the Order Form; (ii) are in breach of these Terms, or (ii) have violated applicable law.

 

d. Upon termination, your access to the Kosherly Platform will be immediately rescinded without any penalty to Kosherly.

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7. DISPUTE RESOLUTION

 

Governing Law 

 

a. Any dispute or claim between you and Kosherly will be governed by the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

 

Mandatory Arbitration 

 

b. All disputes relating to these Terms or the Kosherly Platform will be handled exclusively through binding individual (not class) arbitration, before one (1) arbitrator, under the Rules of Arbitration of the American Arbitration Association (“AAA”) applying Florida law in Miami-Dade County, Florida. You agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of this arbitration provision or to the arbitrability of any claim or counterclaim. PLEASE NOTE THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney fees and costs only where allowable under applicable law), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of these Terms.

 

Arbitration Procedure and Rules

 

c. The arbitration will be administered by the AAA and governed by its Arbitration Rules of the AAA (“AAA Rules”) then in force in conjunction with the rules set forth in these Terms, except that AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. The AAA Rules are at www.adr.org. If there is a conflict between the AAA Rules and these Terms, these Terms shall govern. The arbitrator is bound by these Terms. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or part of these Terms is void or voidable. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.  

 

d. Any arbitration hearings will be conducted by phone or videoconference to the extent possible, but if the arbitrator determines that a hearing should be conducted in person, the locale for such hearing shall be determined by the arbitrator in accordance with the AAA Rules.

 

Class Action Waiver

 

e. YOU EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN ANY CLASS ACTION IN ANY FORUM. ANY ARBITRATION, CLAIM, OR OTHER PROCEEDINGS BETWEEN YOU AND KOSHERLY SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN ANY CLASS ACTION, MASS ACTION, OR ON A CONSOLIDATED OR REPRESENTATIVE BASIS. NEITHER PARTY WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR OTHER PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS. YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND KOSHERLY WILL NOT BE CONSOLIDATED WITH ANY OTHER MATTER OR JOINED WITH ANY OTHER CASE OR PARTIES.  

 

8. NOTICES

 

a. Any and all notices relating to these Terms must be submitted in writing to: 

 

SHABAT SHALOM DELIVERIES LLC

Attn: Saul Laniado

Kosherly1@gmail.com

 

9. OUR RESPONSIBILITIES 

 

a. You acknowledge and agree that Kosherly does not, in any way, manufacture, sell, purchase, store, prepare, produce, process, mark, pack, deliver, or handle your Products and that we have no responsibility to fulfill your obligations to End-Users, including, the manufacturing, sale, purchase, storage, preparation, production, processing, marking, delivering (if applicable), quality, ingredients, allergens, or handling of the Products, and your compliance with applicable law or regulations. You agree that Kosherly is in no way liable for your failure to satisfy the foregoing obligations. 

 

b. In no event are we liable or responsible for any claims or losses arising out of or in connection with (i) matters for which you bear the responsibility, (ii) any interruption or timeliness of the availability of the Kosherly Platform, (iii) orders by End-Users made using fraudulently obtained payment data or other identifiable data, or (iv) any failure to provide the Kosherly Platform due to circumstances outside our control, including without limitation, disruptions to our operations, acts of state or public authorities, acts of war, terrorism, strikes, physical blockades, lockouts, or natural disasters. 

 

c. IN NO EVENT WILL KOSHERLY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL, EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL KOSHERLY BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE FEES YOU PAID FOR THE KOSHERLY PLATFORM DURING THE SIX (6) MONTH PERIODIMMEDIATELY PROCEEDING THE EVENT GIVING RISE TO THE CLAIM. 

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10. ENTIRE AGREEMENT; NO ASSIGNMENT

 

a. These Terms, including our Terms of Use and Privacy Policy, and any addenda to these Terms signed by both parties, constitute the entire agreement between you and Kosherly with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 

 

b. You may not assign your rights and obligations under these Terms without prior written consent by Kosherly.