Terms of Use
WHATIF F&I USA, LLC
TERMS OF USE
Please read the following Terms of Use (these “Terms”) carefully before using the WhatIF F&I USA, LLC (“WhatIF Foods”, “we,” “our,” or “us”) website, located at www.whatif-foods.com purchasing any WhatIF Foods product (the “Product/s”) or participating in any online features, services and/or programs offered by us, including our website (collectively, the “Web Properties”). These Terms apply to all of our Web Properties and Products.
These Terms do not apply to any other web page operated and/or owned by anyone other than WhatIF Foods and its affiliates, including, but not limited to, any website, mobile application, social media site, or other material. When visiting these third party websites and other properties, you should refer to the terms and conditions in effect for that website or property.
PLEASE REVIEW THE TERMS CAREFULLY. THESE TERMS CONTAIN A MANDATORY ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 18, WHICH REQUIRES THAT DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT ON A CLASS-WIDE OR CONSOLIDATED BASIS OR BY A JURY TRIAL.
These Terms include important information about your legal rights, remedies, and obligations, including various limitations and exclusions, and provisions that govern the procedure, jurisdiction and venue of any disputes. By accessing or using the Web Properties, you are entering into a legal contract with us regarding your use of the Web Properties. You agree to be bound by these Terms and all additional terms incorporated by reference. If you do not agree to any portion of these Terms, you should not access or otherwise use the Web Properties.
1. Convenience and Information Only. Subject to these Terms, we hereby grant you a non-transferable, non-exclusive, limited license to use and access the Web Properties for your non-commercial use. The Web Properties are provided to you as a convenience and for your information only. By merely providing you access to and use of the Web Properties, we do not warrant or represent that: (a) any statement, documents, images, graphics, logos, designs, audio, video, or any other information provided from or on the Web Properties (collectively, the “Content”) is accurate or complete; (b) the Content is up-to-date or current; (c) we have any obligation to update any Content; (d) the Content is free from technical inaccuracies or programming or typographical errors; (e) the Content is free from changes made by a third party; (f) your access to the Web Properties will be free from interruptions, errors, computer viruses or other harmful components; and/or (g) any information obtained in response to comments or questions asked through the Web Properties is or will be accurate or complete.
2. Web Properties Use and Content.
(a) Use of the Web Properties. The ownership of the Web Properties, Content, and all rights therein are and will remain with WhatIF Foods. You may view, copy or print a single copy of any page from the Web Properties for non-commercial purposes if you do not remove, modify, or alter any copyright or proprietary rights notices that may be present. You may not otherwise use, modify, copy, print, display, distribute, publish, or sell any information, images or other Content from the Web Properties without our express, prior written consent. Any special rules for any software, downloads, and other items accessible through the Web Properties may be included elsewhere in the Web Properties and are incorporated into these Terms by reference.
(b) Restrictions on Use. You may not: (i) remove or obscure any copyright, trademark, digital watermarks, proprietary legends or other proprietary notices from any portion of the Web Properties; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Web Properties, or any aspect of them, except as expressly permitted by us; (iii) decompile, reverse engineer, jeopardize the correct functioning of the Web Properties, or disassemble the Web Properties, or otherwise attempt to derive the source code of the software (including the tools, processes, methods, and infrastructure) that enables or underlies the Web Properties, except as may be permitted by applicable law; (iv) cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Web Properties, or unduly burdening or hindering the operation and/or functionality of any aspect of the Web Properties; (v) attempt to gain unauthorized access to or impair any aspect of the Web Properties, or the related systems, servers, or networks; (vi) use the Web Properties for resale, time-sharing or other similar purposes; (vii) use the Web Properties to stalk, harass or harm another individual, or in any way that is in violation of any law or regulation; (viii) impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity; or (ix) use any portion of the Web Properties or any Content in any manner that may give a false or misleading impression, attribution or statement as to us or any other person or entity.
3. Updates. We may make changes to the Web Properties, the Content or these Terms or stop providing any of the Web Properties and/or the Content at any time and without further notice to you. We will make an effort to update the Web Properties with any changes to these Terms, and you are encouraged to review these Terms frequently (the date of the most recent revision to these Terms appears at the end of these Terms). Your continued access or use of the Web Properties after such posting constitutes your consent to be bound by the Terms, as amended.
4. Privacy and Electronic Communication. We know that privacy is important to you, and it is important to us as well. By using the Web Properties, you consent to receive electronic communications from us unless you follow applicable opt out procedures. We will communicate with you by email or by posting notices on our Web Properties. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.
5. User Account and Security. To access certain features of the Web Properties, we may require that you sign up using your email address and a password to create a user account (“User Account”). We use reasonable precautions to protect the privacy of your username, password, and User Account information. However, you are ultimately responsible for protecting your username, password, and User Account information from disclosure to third-parties, and you are not permitted to circumvent the use of required encryption technologies, if any. While we may provide certain encryption technologies and use other reasonable precautions to protect your confidential information, we do not and cannot guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions are free from delay, interruption, interception or error. You agree to provide current, complete and accurate purchase and account information for all purchases made using our Web Properties. You agree to promptly update your User Account and other information, including your email address and credit card numbers and expiration dates, so that we, and our third party service provider, can complete your transactions and contact you as needed. You agree that you are solely responsible for activity that occurs under your User Account. We are entitled to act on all instructions received by anyone using your User Account, and we reserve the right to pursue any and all claims against any user of your User Account.
6. Objectionable Material. You acknowledge that, in using the Web Properties and accessing the Content and User Content (as defined herein), you may encounter material that you deem to be disturbing, offensive or objectionable. You agree to use the Web Properties at your sole risk and that we will have no liability to you for material that may be disturbing, objectionable or offensive to you.
7. Eligibility. You must be at least 18 years of age to use the Web Properties. If you are under 18 years of age (or the age of legal majority where you live), you may use the Web Properties only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to the Web Properties. If you use the Web Properties on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us. In addition, you must reside in the United States.
8. Disclaimers.
(a) No Warranties for Web Properties. When using the Web Properties, information will be transmitted in such a way that may be beyond our control. Accordingly, we make no warranty concerning the delay, failure, interruption, or corruption of any data, Content, User Content, or any other information transmitted in connection with the use of the Web Properties. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEB PROPERTIES IS AT YOUR SOLE RISK. THE WEB PROPERTIES, THE CONTENT AND THE USER CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS THESE WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE WEB PROPERTIES, THE CONTENT, THE USER CONTENT OR ANY SERVICES OR FEATURES OFFERED IN CONNECTION WITH THE WEB PROPERTIES ARE OR WILL REMAIN UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEB PAGES ACCESSIBLE ON OR THROUGH THE WEB PROPERTIES, OR THE SERVERS USED IN CONNECTION WITH THE WEB PROPERTIES, ARE OR WILL REMAIN FREE FROM ANY VIRUSES, WORMS, TIME BOMBS, DROP DEAD DEVICES, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEB PROPERTIES AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT WE WILL HAVE ADEQUATE CAPACITY FOR THE WEB PROPERTIESAS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA. WE MAKE NO REPRESENTATION OR WARRANTY REGARDING GOVERNMENT COMPLIANCE OF ANY SOFTWARE USED IN RUNNING THE WEB PROPERTIES.
(b) Indemnification. You agree to defend, indemnify, and hold harmless WhatIF Foods and our directors, officers, employees, agents, successors and assigns from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including, but not limited to, reasonable attorneys’ fees) assessed or incurred by us, directly or indirectly, with respect to or arising out of: (i) your failure to comply with these Terms; (ii) your breach of your obligations under these Terms; (iii) your use of the rights granted hereunder, including, but not limited to, any claims made by any third parties; (iv) your violation of any law or the rights of a third party; (v) any dispute or issue between you and any third party; (vi) any User Content you upload to, or otherwise make available through, the Web Properties; (vii) your willful misconduct; and (viii) any other party’s access to and/or use of the Web Properties using your User Account and password. WhatIF Foods reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in that case, you agree to cooperate with our defense of that claim.
(c) Dietary Preferences and Restrictions. The Content on the Web Properties may contain dietary advice and recommendations, and the Products delivered by us contain various food ingredients. You should always consult with your physician or other healthcare professional before adopting any advice or trying new foods, whether offered through the Web Properties or otherwise. We do not guarantee the accuracy of any nutritional information provided by WhatIF Foods. WhatIF Foods will not be responsible for any loss or damage resulting from your reliance on nutritional information, nor for ensuring that whatever foods you purchase, prepare or consume are in accordance with your respective dietary needs, restrictions or preferences. The major U.S. allergens as determined by the U.S. Food and Drug Administration (milk, wheat, eggs, soybeans, fish, shellfish, peanuts and tree nuts) may be stored, portioned and packed in some of our facilities. Although we take precautions to limit the potential for cross-contamination, cross-contamination may occur between food products, allowing products purchased through the Web Properties to contain some or all of those allergens. Our products may also include other ingredients that you are allergic to. You should always check the ingredients associated with any products that you receive from WhatIF Foods to avoid potential allergic reactions or adverse health events. If you have or suspect that you have an allergic reaction or other adverse health event, promptly contact your healthcare provider.
(d) Verify Data. You are responsible for establishing such procedures as you deem appropriate to verify the accuracy of data that you transmit using the Web Properties, and we will have no obligation to verify the accuracy of that data. While we reserve the right to review any and all content you submit, including User Content made available through the Web Properties, you will remain responsible for such content. Your use of the Web Properties is subject to the additional disclaimers and caveats that may appear throughout the Web Properties.
9. Limitation of Liability. IN NO EVENT WILL WE OR OUR AFFILIATES, OR ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR OTHER REPRESENTATIVES (INDIVIDUALLY AND COLLECTIVELY, THE “WHATIF FOODS PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM YOUR USE OF PRODUCTS OR THE WEB PROPERTIES, THE CONTENT AND/OR THE USER CONTENT PROVIDED IN CONNECTION WITH PRODUCTS OR THE WEB PROPERTIES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF PRODUCTS OR THE WEB PROPERTIES, THE CONTENT AND/OR THE USER CONTENT PROVIDED ON OR THROUGH THE WEB PROPERTIES. IN ADDITION, WE WILL NOT BE LIABLE FOR ANY NEGATIVE REPERCUSSIONS TO ANYONE BASED ON THE USE OF OR INABILITY TO USE PRODUCTS OR THE WEB PROPERTIES, INCLUDING, BUT NOT LIMITED TO, ANY LOST GOODWILL OR LOST PROFITS. WE ARE NOT LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, OR PROPERTY DAMAGE CAUSED BY YOUR USE OR MISUSE OF PRODUCTS OR THE WEB PROPERTIES, THE CONTENT AND/OR ANY USER CONTENT. WE ARE NOT RESPONSIBLE FOR (A) INACCURACIES OR ERRORS IN OR OMISSIONS FROM THE CONTENT OR USER CONTENT; (B) DELAYS, ERRORS, OR INTERRUPTIONS IN THE TRANSMISSION OR DELIVERY OF THE CONTENT OR USER CONTENT; OR (C) LOSS OR DAMAGE ARISING THEREFROM OR OCCASIONED THEREBY, OR BY ANY REASON OF NONPERFORMANCE. REMEDIES UNDER THESE TERMS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR ENTIRE LIABILITY SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU RECEIVE USING THE WEB PROPERTIES AND THE CONTENT. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS THAT MAY VARY FROM ONE STATE OR JURISDICTION TO ANOTHER.
10. Release.
To the fullest extent permitted by applicable law, you release WhatIF Foods and the other WhatIF Foods Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
11. Terms of Sale.
Please see our Shipping Policy relating to our products and services, including the purchase of any products or subscriptions offered by us, may be subject to payments now or in the future (the “Paid Services). Please note that any additional payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms.
We reserve the right to change the prices and available Paid Services at any time. Quantities of some products may be limited, and stock cannot always be guaranteed. Products offered for sale by us are for sale only in the United States and all prices are quoted in U.S. dollars. We may occasionally make errors in the stated prices, and we reserve the right to correct errors (whether by changing information on the Website or by informing you of the error and giving you an opportunity to cancel your order) or to update Paid Services information at any time without notice.
You may place an order for Paid Services at any time (subject to any planned or unplanned downtime). You may check and correct any input errors in your order up until the point at which you submit your order to us by clicking the “Purchase” button on the checkout page. An order submitted by you constitutes a legally binding offer given by you to us to purchase the Paid Services specified in that order, subject to these Terms, at the price and on the terms stated when you sign up or place your order. All orders are subject to acceptance by us, and we reserve the right to refuse or limit any orders or limit any quantities. We will not be liable if a product is unavailable or if shipment is delayed. All orders are non-cancelable; we may grant or deny cancellation requests in our sole and absolute discretion. We reserve the right to provide substantially similar products to fulfil your order.
Your order will not be considered accepted until we have received payment of the purchase price of your order. We may send an acknowledgment of our receipt of your order to the email address you provide, after your payment for the order has been processed, so that you may print the information for your records. Unless stated at the time you place your order, title and risk of loss pass to you upon delivery to the common carrier for shipment, provided full payment of all sums due in respect of the product(s), including any delivery charges, has been received. By purchasing products on the Web Properties for shipment, you are asking us to engage a common carrier to deliver your order. In doing so, we are providing a service to and acting on behalf of you. We reserve the right to choose any and all procedures, packaging and the common carrier of sold products. We may not be able to have your order shipped to a post office box, to certain addresses or on certain days. We reserve the right to ship your order in multiple boxes or shipments.
Our products and services, including, without limitation, our Paid Services, are for your personal, non-commercial use, and once delivered to you may not be resold, redistributed, exported or used for any other commercial purpose. The rights you have under these Terms are personal to you and are non-transferable.
12. Payment.
(a) General. Products offered on the Web Properties may be subject to fees charged by WhatIF Foods, which will be identified at the point of purchase of such products. Products can be purchased a la carte, or you may purchase a subscription through the Web Properties. We may use a third party service provider to process any payments. When you make a payment, we will transfer you to a secure network provided by our third party processor through which all transactions are processed. We do not retain any of your credit card or other payment information. You agree to promptly update your User Account and other information, including your email address and payment method details, so that we (and our third party service provider) can complete your transactions and contact you as needed in connection with your transactions. You understand and acknowledge that WhatIF Foods may adjust the pricing for its products and services in the future and that you will be charged such adjusted fees on a going forward-basis after notice to you from us.
(b) Payment and Billing Information. By providing your credit or debit card information (or other payment method accepted by WhatIF Foods from time to time) when you sign up, whether for a one-time purchase or for the Subscription Services, and as updated from time to time on your User Account page, if applicable (your “Payment Method”), you (i) authorize WhatIF Foods and/or our third-party payment processor to charge your Payment Method; and (ii) represent that any payment information you provide is true and accurate. If your Payment Method cannot be authorized or is otherwise in error, we may suspend or cancel your order. In the event of such failure of your Payment Method, we may take reasonable steps to retry your Payment Method. We may contact you to reconfirm or update your Payment Method. We are not responsible for any fees incurred by you when charging or retrying your Payment Method, including but not limited to, overdraft fees. You can update or change your Payment Method and other billing and payment account information by visiting your User Account page on the Web Properties. Changes made to your billing account will not affect charges that we submit to your billing account before we could reasonably act on your changes to your billing account. Your right to use the Subscription Service is subject to limits established by WhatIF Foods and/or by the issuer of your Payment Method.
(c) Refunds and Credits. If you are dissatisfied with your product and/or something is missing from your package, please contact us at happytohelp@whatif-foods.com and we may, in our sole discretion, issue a credit and/or refund to your User Account. Unless otherwise provided by law or by our Shipping Policy, all purchases are final and non-refundable. We may, in our sole discretion, issue a credit and/or refund to your User Account.
(d) Subscription Service. We may offer a subscription service, where you can sign up to receive recurring deliveries of Products, if applicable (the “Subscription Service”). The Subscription Service continues until cancelled in accordance with our Cancellations Policy as set out in Section 12(e) below. You will receive a package from WhatIF Foods with the Products you have chosen in accordance with the terms of the Subscription Service that you signed up for. You can find specific details regarding your subscription by visiting the Web Properties and accessing your User Account details. When you register for the Subscription Service (and each time you change your plan) you expressly authorize and agree that we and/or our third party payment processor is authorized to automatically charge your payment method on a recurring basis in an amount equal to the then-effective rate for your plan, together with any applicable taxes and shipping fees, for as long as you continue to use the Subscription Service, unless you cancel your Subscription Service in accordance with these Terms. You acknowledge and agree that we will not obtain any additional authorization from you for such automatic, recurring payments. Every time that you use the Subscription Service, you re-affirm that we are authorized to charge your payment method as provided herein, and to have all applicable fees and charges applied to same, including any applicable taxes and shipping fees.
(e) Cancellations Policy. You may cancel your subscription at any time by visiting your User Account page and following the instructions located therein, or by contacting us at happytohelp@whatif-foods.com. Changes to, or cancellations of, your subscription, may also be subject to additional timing and other restrictions set forth by WhatIF Foods on the Web Properties. If you cancel the Subscription Service, your subscription will terminate immediately except as to ANY ORDER(S) IDENTIFIED AS “PROCESSING” OR “SHIPPED” ON YOUR USER ACCOUNT PAGE which CANNOT BE CANCELLED. YOU WILL BE RESPONSIBLE FOR ALL CHARGES (INCLUDING ANY APPLICABLE TAXES AND OTHER CHARGES) INCURRED WITH RESPECT TO ANY ORDER IDENTIFIED AS "PROCESSING" OR "SHIPPED" PRIOR TO THE CANCELLATION OF YOUR SUBSCRIPTION. If you cancel the Subscription Service, there is no guarantee that your User Content will be saved.]
13. Third Party Content and Third Party Applications. We may provide hyperlinks to other websites maintained by third parties, like Facebook and Instagram, or we may provide third party content on the Web Properties that we think will be relevant to our users (collectively, “Third Party Content”) by framing or other methods. In addition, the Web Properties may include certain applications, features, programs and services provided by third parties (collectively, “Third Party Applications”). We do not monitor Third Party Content or Third Party Applications and can make no guarantee as to the accuracy or completeness of such Third Party Content or Third Party Applications. The links to third party websites, any Third Party Content, and any Third Party Applications are provided for your convenience and information only. The content on any linked website or in any Third Party Application is not under our control and we are not responsible for the content of linked websites and/or Third Party Applications, including any further links contained in a third party website. We make no representation or warranty in connection with any Third Party Content or Third Party Application, which at all times and in each instance is provided “as is.” If you decide to access any of the third party websites linked to the Web Properties, any Third Party Content, and/or any Third Party Application, you do so entirely at your own risk. If a third party links or refers to the Web Properties, it is not necessarily an indication of an endorsement, authorization, sponsorship, affiliation, joint venture, or partnership by or with us. In most cases, we are not even aware that a third party has linked to or refers to the Web Properties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third party websites. Please review carefully the third party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
14. Intellectual Property. The Content of the Web Properties is intellectual property owned, controlled and/or licensed by us and/or our affiliates, or intellectual property that we are legally permitted to access and use. All applicable intellectual property laws, including copyright laws, protect our rights in and to the Content. No portion of the Content and/or User Content may be reproduced in any form or by any means, except as provided in Section 2 (Web Properties Use and Content) and elsewhere in these Terms. We are the owner or authorized licensee of, or are otherwise permitted to use, all trademarks, service marks, and logos used and displayed by us on the Web Properties. All trademarks and service marks of WhatIF Foods that may be referred to on the Web Properties are the property of WhatIF Foods or one of our affiliates. Other parties’ trademarks and service marks that may be referred to on the Web Properties are the property of their respective owners. Nothing on the Web Properties should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of our, or our affiliates’, trademarks, service marks, logos, or copyrighted materials without our prior written permission.
15. Interactive Services and User Content Policy.
(a) We offer certain features of the Web Properties designed to facilitate interaction between you, WhatIF Foods and other users of the Web Properties, including, but not limited to, the comment sections located in designated areas of the Web Properties (collectively, the “Interactive Services”). You agree to use the Interactive Services in full compliance with all applicable laws and regulations. You shall be solely responsible for your comments, opinions, statements, feedback, suggestions, messages, comments, ideas, notes, and other content that you (i) you submit or post on the Web Properties; or (ii) have posted or uploaded to your social media accounts, including but not limited to Instagram, Twitter, Facebook, Snapchat, and Pinterest, which are tagged with @whatiffoods or any other WhatIF Foods related or promoted hashtag or properties (collectively, “User Content”). We do not claim ownership in your User Content. However, by submitting any User Content in any form to WhatIF Foods, in addition to other provisions of these Terms, you automatically grant WhatIF Foods, its affiliates, successors and assigns, a perpetual, irrevocable, royalty-free, worldwide, non-exclusive, sublicensable and assignable right and license to use, copy, reproduce, modify, adapt, publish, edit, translate, create derivative works from, transmit, distribute, publicly display and publicly perform such User Content for the purpose of displaying and promoting such User Content on any website or other Web Properties owned or operated by, and in any related marketing materials produced by, WhatIF Foods and/or its affiliates, successors and assigns without further notice to you, or consent from you, and without any requirement to pay anything to you or anyone else. You will not have or obtain any rights in or to any form, media, or technology incorporating any of your User Content. You also grant to WhatIF Foods and its affiliates, successors and assigns the exclusive right to incorporate your User Content into other works in any form, medium or technology, whether now known or later developed, for the full term of any copyrights, trademarks and other intellectual and proprietary rights (collectively, “Rights”) that may exist in that User Content. By submitting or posting User Content on the Web Properties, on your social media accounts or through any tools or applications we provide for posting or sharing your User Content with us, you also represent and warrant to WhatIF Foods that either you own all Rights in your User Content or all third party holders of Rights in your User Content have validly and irrevocably granted to you the right to grant the rights and licenses set forth above. You further acknowledge that WhatIF Foods and its affiliates, successors and assigns will be entitled to unrestricted use of the User Content for any purpose whatsoever, commercial or otherwise.
(b) Please remember that, even if we review your User Content, you will be solely responsible for your User Content and the consequences of posting or publishing it. We do not endorse any User Content or any opinion, recommendation, or advice expressed on or through the Web Properties, and we expressly disclaim any and all liability in connection with User Content. You acknowledge that WhatIF Foods, our site moderators and our agents reserve the right, in our sole discretion, to refuse, move, and/or remove User Content available on or through the Web Properties that, in our judgment, does not comply with these Terms and any other rules of user conduct applicable to our Web Properties, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such User Content. You represent and warrant that neither your User Content nor your uploading, publishing or otherwise making available your User Content nor WhatIF Foods’s use of your User Content as permitted herein 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. You agree that you will not provide any User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, invasive of another’s privacy, infringing of another’s intellectual property rights, unlawful, or otherwise offensive, as determined by WhatIF Foods in its sole discretion.
16. Termination of Service. We may suspend or terminate your right to access portions of the Web Properties, including your User Account, at any time, without notice, for conduct that we believe violates these Terms and/or is harmful to other users of the Web Properties, to us, to our partners, to the contributors, to the business of our Internet service provider, or to other information providers, or as we otherwise deem appropriate, in our sole discretion.
17. Additional Remedies. You acknowledge that your conduct that is inconsistent with these Terms may cause us irreparable damage for which remedies other than monetary relief may be inadequate. In such instances, you agree that we may seek injunctive or other equitable relief to restrain such conduct without the necessity of proving actual harm or posting a bond.
18. Dispute Resolution; Binding Arbitration. Please read the following section carefully because it requires you to arbitrate certain disputes and claims with WhatIF Foods and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.
(a) No Representative Actions. You and WhatIF Foods agree that any dispute arising out of or related to these Terms or our Services is personal to you and WhatIF Foods and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
(b) Arbitration of Disputes. Except for small claims disputes in which you or WhatIF Foods seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or WhatIF Foods seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and WhatIF Foods waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or the Web Properties resolved in court. Instead, for any dispute or claim that you have against WhatIF Foods or relating in any way to the Web Properties, you agree to first contact WhatIF Foods and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to WhatIF Foods by email at happytohelp@whatif-foods.com. The Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the claim; and (iii) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and WhatIF Foods cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Los Angeles, California or may be conducted telephonically or via video conference for disputes alleging damages less than $1,000, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules is available on the JAMS website and is hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
You and WhatIF Foods agree that these Terms affect interstate commerce and that the enforceability of this Section 18 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The arbitrator, WhatIF Foods, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
Both parties will be responsible for their respective JAMS fees and costs. You and WhatIF Foods agree that the state or federal courts of the State of California and the United States sitting in Los Angeles, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Services must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred, which means that you and WhatIF Foods will not have the right to assert the claim.
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 18 by emailing us at happytohelp@whatif-foods.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 19.
If any portion of this Section 18 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 18 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 18; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 18 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 18 will be enforceable.
19. Governing Law and Venue
Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of California, except to the extent pre-empted by U.S. federal law, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in Los Angeles, California. Both you and WhatIF Foods consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.
20. Local Laws. We make no representation that any Content, User Content or other materials on the Web Properties are appropriate or available for use in jurisdictions that are outside the United States. Access to the Web Properties from jurisdictions where such access is illegal is prohibited. If you choose to access the Web Properties from other jurisdictions, you do so at your own initiative and are responsible for compliance with applicable local laws.
21. Your Consent to These Terms of Use
By accessing and using the Web Properties, you consent to and agree to be bound by these Terms. If we decide to change these Terms or some part of them, we will make an effort to post those changes on this web page so that you will always be able to understand and agree to the terms and conditions governing your use of the Web Properties. Your use of the Web Properties following your acceptance of any amendment of these Terms will signify your assent to and acceptance of the revised Terms for all previously collected information and information collected from you in the future. If you have additional questions or comments of any kind, or if you see anything on the Web Properties that you think is inappropriate, please let us know by sending your comments or requests to:
WhatIF F&I USA, LLC.
Email: happytohelp@whatif-foods.com
Copyright © 2023. WhatIF F&I USA, LLC. All Rights Reserved.
Effective as of: March 1, 2023
