Product Sale Terms and Conditions

Effective as of July 12th, 2020

1. Acceptance of the Terms of Use

These terms of use are entered into by and between You and Gamit Technologies, LLC (d/b/a TopBoxx) ("TopBoxx,” “Company," "we," or "us"). The following terms and conditions ("Terms of Use") govern your access to and use of TopBoxx mobile applications, websites, content, products, functionality, and services made available in the United States and its territories and possessions (collectively "Platform") by TopBoxx and its parents, subsidiaries, representatives, affiliates, officers and directors.

Please read these Terms of Use carefully before you start to use the Platform. By using the Platform or by clicking to accept or agree to the Terms & Conditions when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the Platform.

2. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time at our sole discretion without notice to you. All changes are effective immediately when we post them, and apply to all access to and use of the Platform thereafter.

Your continued use of the Platform by browsing the public areas or by accessing and using the Platform following the posting of revised Terms of Use means that you accept and agree to the changes to these Terms of Use and the terms and conditions of our Privacy Policy. You are expected to check this page each time you access this Platform so you are aware of any changes, as they are binding to you.

3. Accessing the Platform and Account Security

We reserve the right to withdraw or amend this Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.

You are responsible for both:

● Making all arrangements necessary for you to have access to the Platform.
● Ensuring that all persons who access the Platform through your internet connection are aware of these Terms of Use and comply with them.

To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete. You agree that all information you provide to register with this Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose to create an Account, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Platform or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session when using a public electronic device. You should use particular caution when accessing your account from a public or shared electronic device so that others are not able to view or record your password or other personal information.

We have the right to disable or cancel service to any Account (email, username, password, or other identifier, whether chosen by you or provided by us) at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

4. Intellectual Property Rights

The Platform and its entire contents, features, and functionality (including, without limitation, all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material (including third parties) and are protected by both United States and foreign laws. Unauthorized use of the Content may violate trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Platform for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, except as follows:

● Your device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
● You may store files that are automatically cached by your Web browser for display enhancement purposes.
● You may print one copy of a reasonable number of pages of the Platform for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
● If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
● If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

● Modify copies of any materials from the platform.
● Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
● Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the platform.

You must not access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

5. Trademarks

The Company name, the terms TOPBOXX, and all related names, logos, product and service names, designs, and slogans are registered and unregistered trademarks or service marks of TopBoxx or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, and slogans on this Platform may be the trademarks or service marks of their respective owners. Nothing on the Platform should be construed as granting any rights, license to use any trademarks or service marks without our prior written permission for each use. All goodwill generated from the use of TopBoxx trademarks inures to our benefit.

6. Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to 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).
● For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
● To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
● To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
● To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform, or expose them to liability.

Additionally, you agree not to:

● Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
● Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
● Use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
● Use any device, software, or routine that interferes with the proper working of the Platform.
● Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
● Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
● Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
● Otherwise attempt to interfere with the proper working of the Platform.

Other Restrictions:

● Age Limitation: The Platform is available for individuals age 13 years or older. If you are 13 or older, but under the age of 18 you should review entirely these Terms of Use with your parent or guardian prior to use.
● Alcoholic product purchases: You may not use our Platform to purchase alcoholic beverages or products unless you meet all applicable state, federal, and provincial laws and regulations and present valid photo identification to verify your age at the time of your pickup or delivery order without exception.You agree that you will not cause Topboxx, or any retailer to contravene any applicable laws. TopBoxx reserves the right to cancel any alcohol related purchase on your order.
● Tobacco or Nicotine products: TopBoxx does not allow any Restaurants or other retail establishments to utilize our Platform to sell or offer for sale to any customer any tobacco or nicotine products. This includes, but is not limited to, cigarettes, e-cigarettes, and chewing tobacco. You may not make any attempt to purchase any such products through our Platform. Any restaurant, retail establishment, or customer attempting to list, purchase, or facilitate a sale related to tobacco or nicotine products will be in violation of these Terms of Use.

7. User Contributions

The Platform may contain message boards, Note to Chef, Note to Restaurant, links to personal or business web pages, social pages or profiles, forums, bulletin boards, review sections, rating sections, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display, or transmit to other users or restaurants (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Platform.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will be considered non-confidential and non-proprietary. You do retain all copyrights and other intellectual property rights on anything you post. However, by providing any User Contribution on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

● You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
● All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Platform.

8. Payment; Refunds

Payment: You will pay for orders on the Platform. You agree that TopBoxx may immediately authorize payment by your credit card, debit card, or any approved payment method for any order made under your Account (as defined in Section 3 above). You are responsible for all activity, including purchases, that occur under your Account on the Platform. Even after termination of this agreement, you will still remain liable for the charges that occurred under your Account. Payment: You will pay for orders on the Platform. You agree that TopBoxx may immediately authorize payment by your credit card, debit card, or any approved payment method for any order made under your Account (as defined in Section 3 above). You are responsible for all activity, including purchases, that occur under your Account on the Platform. Even after termination of this agreement, you will still remain liable for the charges that occurred under your Account.

Refunds: TopBoxx is not liable for any refunds to be paid through the Platform. All refunds and payments pertaining to orders are controlled by, and the responsibility of, the Restaurant or retail company listing and offering the item for purchase. Refunds are subject to the Restaurant or retail company from which the order is placed. If you do need a refund, please contact the Restaurant or retail company directly. If you choose to contact TopBoxx we will do our best to connect you to the appropriate company, but we cannot process any refunds without explicit and direct approval from the applicable Restaurant or retail company.

TopBoxx is responsible for the security of cardholder data received from you. If we store, process, or transmit your data, we comply with the Payment Card Industry Data Security Standard (PCI-DSS) as well as other applicable regulations, rules, and laws.

9. Monitoring and Enforcement; Termination

We have the right to:

● Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
● Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
● Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for the Company.
● Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
● Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.

● Terminate or suspend your access to all or part of the Platform for any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

10. Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

● Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
● Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
● Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
● Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
● Be likely to deceive any person.

● Promote any illegal activity, or advocate, promote, or assist any unlawful act.
● Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
● Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
● Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
● Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

11. Reliance on Information Posted

The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

This Platform may include content provided by third parties, including materials provided by restaurants and retail establishments, as well as other users, and third-party licensors, syndicators, aggregators, and/or services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

12. Changes to the Platform

We may update the content on this Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

13. Information About You and Your Visits to the Platform

All information we collect on this Platform is subject to our Privacy Policy. By using the Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

14. Linking to the Platform and Social Media Features

You may link to our homepage, or any restaurant or retail establishment using TopBoxx, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.

This Platform may provide certain social media features that enable you to:

● Link from your own or certain third-party Platforms to certain content on this Platform.
● Send emails or other communications with certain content, or links to certain content, on this Platform.
● Cause limited portions of content on this Platform to be displayed or appear to be displayed on your own or certain third-party Platforms.

You may use these features solely as they are provided by us solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

● Establish a link from any Platform that is not owned by you.
● Cause the Platform or portions of it to be displayed on, or appear to be displayed by, any other Platform, for example, framing, deep linking, or in-line linking.Without prior approval by one of our members.
● Link to any part of the Platform other than the homepage.
● Otherwise take any action with respect to the materials on this Platform that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

15. Links from the Platform

If the Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party Platforms linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such Platforms.

16. Geographic Restrictions

The owner of the Platform is based in the State of Indiana in the United States. We provide this Platform for use only by persons located in the United States and in Brazil. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States and Brazil. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States and Brazil, you do so on your own initiative and are responsible for compliance with local laws.

17. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Platform for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW

18. Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY PLATFORMS LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER PLATFORMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct or death or bodily injury caused by products you purchase through the Platform.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

19. Indemnification

20. Governing Law and Jurisdiction

All matters relating to the Platform and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Indiana, in each case located in the City of Fort Wayne and County of Allen, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

21. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

22. Waiver and Severability

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

23. Entire Agreement

The Terms of Use, our Privacy Policy, and Terms of Sale constitute the sole and entire agreement between you and Topboxx regarding the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.

24. Your Comments and Concerns

This Platform is operated by TOPBOXX, 116 East Berry Street, Suite 1105, Fort Wayne, Indiana 46802.

All other feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: info@topboxx.com.