PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS: THESE TERMS INCLUDE A CLASS ACTION WAIVER AND RESOLUTION DISPUTES BY ARBITRATION INSTEAD OF BY A COURT PROCEEDING. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
Effective date: April 17, 2019
Welcome to dumpling, Inc. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at firstname.lastname@example.org or
1916 Pike Place Ste 12 #1358
Seattle, WA 98101
dumpling enables business owners and solo entrepreneurs (“Shoppers”) to list their shopping and delivery services on our platform and allows individuals and/or businesses (“Clients”) to book a Shopper to perform such services for the Client. All transactions that take place through the Services are between Clients and Shoppers. You agree to comply with any terms and conditions that are specific to Shoppers or Clients, as indicated throughout the Terms. For purposes of these Terms, Clients, Shoppers and other visitors to the site together will be referred to as users. Shoppers are not employees, agents, partners, or joint venturers of dumpling, and they do not have any authority of any kind to bind dumpling in any respect whatsoever. dumpling will not assess the suitability, legality or ability of any Shopper and does not endorse any Shopper. dumpling has no responsibility or liability for acts by any Shopper or Client, other than as stated herein.
Will these Terms ever change?
We are constantly trying to improve our Services, so these Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the dumpling website, by sending you an email, and/or by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
What about my privacy?
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at email@example.com.
What are the basics of using dumpling?
dumpling is a platform that enables Shoppers to perform shopping services for Clients. Shoppers are not dumpling employees or independent contractors. All transactions that take place through the Services are between Clients and Shoppers.
You may be required to sign up for an account on a mobile device and verify your mobile phone number. Shoppers must use the dumpling application for mobile devices (the “myGig App”) and Clients must the dumpling application for mobile devices (the “dumpling App”) in order to use the Services. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not provide another person’s phone number that you don’t have the right to use, and/or attempt to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
dumpling reserves the right to allow or refuse to allow anyone to become a Shopper. Shoppers represent and warrant, as a condition for using the Services, that they will: only purchase items that are requested by Clients, and no other items, at all times in accordance with local and federal law.
Without limiting the foregoing, Clients agree that they will not request any of the following items through the Services, and Shoppers agree that they will not purchase these items for Clients in performing shopping services (such items, together with any items purchased in violation of local or federal law,“Restricted Items”):
You agree that if dumpling discovers that a Restricted Item has been requested, dumpling has the right to cancel all or part of the relevant order; if dumpling discovers that a Restricted Item has already been purchased, dumpling has the right to require that the Restricted Item be returned. In either case, dumpling will not be responsible for providing any refunds and all expenses incurred as a result of the request for or purchase of any Restricted Items shall be borne entirely by Clients and/or Shoppers and not dumpling.
You represent and warrant that you are an individual and are at least twenty-one (21) years old.
You will only use the Services for your own use, not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your account with anyone, and you must protect the security of your account. You’re responsible for any activity associated with your account.
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that dumpling may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.
As part of the Services, you may receive communications through the Services, including messages that dumpling sends you (for example, via SMS). When signing up for the Services, you will receive a message to verify your identity and instructions on how to stop receiving messages. BY SIGNING UP FOR THE SERVICES, YOU AGREE TO RECEIVE COMMUNICATIONS DUMPLING, AND YOU REPRESENT AND WARRANT THAT EACH PERSON YOU REGISTER FOR THE SERVICES OR FOR WHOM YOU PROVIDE A WIRELESS PHONE NUMBER HAS CONSENTED TO RECEIVE COMMUNICATIONS FROM DUMPLING. You agree to indemnify and hold dumpling harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
If you are a Shopper, the following additional terms apply you:
Please be aware of the following terms if you are a Shopper:
a. IRS Requirements. Internal Revenue Service (“IRS”) regulations require that we issue a 1099-K form to you and the IRS if you meet both of these requirements:
Accordingly, Shopper acknowledges and agrees that it will provide all applicable tax ID information upon notification from dumpling to comply with the foregoing requirements.
c. Receipts for Client Orders. No later than twenty-four (24) hours after a receipt has been issued to a Shopper by the grocery store where the Shopper has purchased groceries to fulfill a Client’s order, the Shopper must upload the receipt through the myGig App. Shopper agrees to upload the receipt even if the groceries have not yet been delivered to the Client and/or if the task is not designated as completed on the myGig App. Shopper agrees and understands that Shopper is not entitled to receive any payment from the Client if Shopper fails to uploaded the receipt.
d. Appointment as Limited Agent. Each Shopper appoints dumpling as its agent for the limited purpose of accepting and settling payments that are actually received by dumpling from Clients purchasing a Shopper’s services, less any amounts owed to dumpling and subject to these Terms. dumpling assumes no liability for any acts or omissions of such Shopper. Each Shopper agrees that a payment received by dumpling, on behalf of a Shopper, satisfies the Client’s obligations to make payment to Shopper, regardless of whether myGig actually settles such payment to the Shopper. If the Shopper does not settle any such payments as described in these Terms to a Shopper, such Shopper will have recourse only against dumpling and not the Client directly.
e. Delays. As further described in the payment terms underneath, dumpling will process all payments due to Shoppers through the Payment Processor. Please note that it can take up to five (5) days for such payments to appear in a Shopper’s Billing Account (both terms are described below).
g. Client’s Failure to Pay. Shopper agrees to make reasonable efforts to collect payment due from Client for whom Shopper performs shopping services. If a Client does not make sufficient payment, Shopper agrees to pay dumpling all amounts necessary to cover the charges. Shopper acknowledges and agrees that dumpling reserves the right to withhold all or a portion of the charges owed to Shoppers to accomplish the foregoing.
Your use of the Services is subject to the following additional restrictions:
You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
What are my rights in dumpling?
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including dumpling’s) rights.
You understand that dumpling owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.
The restrictions above apply, even if the Services may allow you to copy or download certain Content
Do I have to grant any licenses to dumpling or to other users?
For all User Submissions, you hereby grant dumpling a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.
If you store a User Submission in your own personal dumpling account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant dumpling the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.
If you share a User Submission only in a manner that only certain specified users can view (for example, a private message to one or more other users)(a “Limited Audience User Submission”), then you grant dumpling the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant dumpling the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all dumpling users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with dumpling’s business for any purpose. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
You agree that the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide, provided that when you delete your dumpling account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from dumpling’s records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.
Finally, you understand and agree that dumpling, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
What if I see something on the Services that infringes my copyright?
You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like dumpling, being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers; to review our complete Copyright Dispute Policy and learn how to report potentially infringing content, click here. To learn more about the DMCA, click here.
Who is responsible for what I see and do on the Services?
Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
dumpling has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, dumpling will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Interactions between Shoppers and/or Clients found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that dumpling shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. dumpling only enables connections between Users so that Shoppers can perform shopping and delivery services for Clients. dumpling does not have control over the quality, timing, failure to provide, or any other aspect whatsoever of actions taken by Shoppers or Clients, nor of the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Users.
If there is a dispute between participants on this site, or between users and any third party, you agree that dumpling is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release dumpling, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."
Will dumpling ever change the Services?
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. Similarly, we reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
Does dumpling cost anything?
a. Paid Services.Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please see dumpling.us/pricing for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.
For each order submitted by a Client on the dumpling platform, the Client shall be responsible for paying through the Payment Processor (as defined below): (i) a delivery fee for having Client’s groceries delivered by a Shopper (“Delivery Fee”), (ii) gratuity associated therewith (“Gratuity”), (iii) the cost of groceries ordered (collectively, (i), (ii) and (iii), a “Client Order Amount” or “Order Amount”) and (iv) a platform fee which is five percent (5%) of the Client Order Amount (“Platform Fee”). For completed orders that are successfully paid by Clients, and subject to these Terms, the Shopper is entitled to receive through the Payment Processor the Delivery Fee and ii Gratuity, less a five dollar ($5) transaction fee (a “Transaction Fee”) paid by the Shopper to dumpling through the Payment Processor.
In addition to the Transaction Fee, dumpling is entitled to receive the costs of groceries and the Platform Fee paid by the Client, provided that if a Client for whom Shopper performs shopping services does not make sufficient payment, Shopper agrees to pay dumpling all amounts necessary to cover the charges, and dumpling reserves the right to withhold all or a portion of the charges owed to Shoppers to accomplish the foregoing.
If you are a Client, you understand and agree that the Delivery Fee is set by Shoppers in their sole discretion. In addition, you understand and agree that if you submit an order on dumpling and then cancel the order before it is completed, the Shopper has sole discretion over where to charge you a cancellation fee. In addition, the Client is responsible for paying for all purchased groceries that were originally requested by the Client, and the Shopper is not obligated to return any purchased items. The full purchase price of groceries purchased by the Shopper for the Client is the Client’s responsibility, per the receipt issued to the Shopper by the grocery store. Clients are entitled to receive the receipt for all purchases and can return those items themselves, per the store-specific policies of those purchases.
c. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
d. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE IN YOUR ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
e. Coupons and Promotions. dumpling may, in its sole discretion, offer promotional codes or coupons from time to time (“Promotions”) that may be redeemed for discounts on orders through the Services. Shoppers may also create their own promotions (“Shopper Promotions”) using the dumpling Services. The following terms shall apply to Promotions and Shopper Promotions: (i) Promotions and Shopper Promotions must be used in a lawful manner; (ii) Promotions and Shopper Promotions may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by dumpling; (iii) Promotions and Shopper Promotions may be disabled at any time for any reason without liability to dumpling; (iv) Promotions and Shopper Promotions may only be used pursuant to the specific terms that dumpling establishes for such Promotions and Shopper Promotions; (v) Promotions and Shopper Promotions are not redeemable for, and cannot be combined with, cash; (vi) dumpling is not responsible for any lost or stolen Promotions or Shopper Promotions or use without your permission; and (vii) there are no implied warranties for Promotions or Shopper Promotions. You agree that we may deactivate, cancel or suspend any Promotions or Shopper Promotions if we suspect fraud, unlawful activity or improper Promotion or Shopper Promotion use. Promotions and Shopper Promotions are calculating using the entire Order amount, unless stated otherwise by dumpling. Shopper Promotions are deducted from a Shopper’s earnings, unless otherwise agreed by dumpling and the Shopper in writing.
What if I want to stop using dumpling?
dumpling is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. dumpling has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of dumpling.
If you have deleted your account by mistake, contact us immediately at firstname.lastname@example.org – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
What should I know about the dumpling and myGig Apps available via the Apple App Store?
Clients must use the dumpling App and Shoppers must use the myGig App in order to use the Services, both of which are available from the Apple, Inc. (“Apple”) app store or the Android app market from Google. These Terms apply to your use of all the Services, but the following additional terms also apply to the dumpling App and myGig App:
What else do I need to know?
Warranty Disclaimer. Neither dumpling nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. dumpling makes no representations or warranties about the suitability, reliability, timeliness, or accuracy of shopping services performed by Shoppers identified through the dumpling platform. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from dumpling or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product or service). SHOPPERS ARE NOT EMPLOYEES OR INDEPENDENT CONTRACTORS OF DUMPLING. DUMPLING DOES NOT PERFORM GROCERY SHOPPING SERVICES AND DOES NOT HIRE OR EMPLOY INDIVIDUALS TO PERFORM THEM. USERS HEREBY ACKNOWLEDGE THAT DUMPLING DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR SHOPPERS AND IS NOT RESPONSIBLE FOR THEIR PERFORMANCE IN ANY MANNER. THE SERVICES AND CONTENT ARE PROVIDED BY DUMPLING (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL DUMPLING (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS (INCLUDING IF THE DUMPLING SITE OR APP GOES DOWN), DATA LOSS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO DUMPLING IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold dumpling, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without dumpling’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California, or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND DUMPLING ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Miscellaneous. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and dumpling agree that these Terms are the complete and exclusive statement of the mutual understanding between you and dumpling, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of dumpling, and you do not have any authority of any kind to bind dumpling in any respect whatsoever.
Except as expressly set forth in the section above regarding the Apple Application, you and dumpling agree there are no third party beneficiaries intended under these Terms.