Terms and Conditions
WingDepo
Updated as of January 6, 2021
Introduction
This Terms and Conditions (“Terms & Conditions”) below will apply to the use of the following digital services (collectively, the “Digital Services”): (i) this website (wingdepo.com) and other websites that we manage or own (collectively, the “Website”), (ii) any software applications made available by us for use on or through computer and mobile devices (the “App(s)”), and (iii) any other digital communications or content that we may publish that link to these Terms & Conditions, including advertisements that we may place on third-party websites such as social media pages. The Digital Services are owned and managed by WingDepo US LLC doing business as Wingdepo, together with its subsidiaries, affiliates and representatives (“we” and “us”).
YOUR ACCESS OR USE OF ANY PORTION OF THE DIGITAL SERVICES CONSTITUTES YOUR UNCONDITIONAL CONSENT TO FOLLOW AND BE BOUND BY THE TERMS & CONDITIONS AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME BY US. IF YOU DO NOT AGREE TO ANY PORTION OF THESE TERMS & CONDITIONS, YOU ARE NOT PERMITTED TO USE OR ACCESS THE DIGITAL SERVICES.
All references to “you” or “your” in these Terms & Conditions mean the person who accesses or uses the Digital Services in any manner, and each of your heirs, assigns, and successors. If you use the Digital Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that entity to these Terms & Conditions.
These Terms & Conditions will describe a number of important provisions in greater detail below, but before we get started, we want you to understand that these Terms & Conditions:
Describe the rules that everyone must follow to use the Digital Services
Outline the terms that will apply to any dispute between you and us, including a class action waiver, limitation on damages, and an agreement by you to arbitrate all disputes
Please also visit our Privacy Policy, which will provide information about our policies for the collection use and disclosure of personal information – [click here]. By accessing or using the Digital Services, you are also agreeing to our Privacy Policy.
About WingDepo
We are a virtual restaurant concept. What does that mean? It means that we are not a restaurant or a food preparation or delivery company. Instead, we curate our menu and then license that menu to certain online food delivery service providers (which could be managed or owned by a third-party, us, or one of our Related Parties) (“Delivery Platforms”) who will be responsible for accepting and processing orders, whether themselves or through one or more delivery partners, fulfillment centers, or other relationships. We encourage you to reach out to the Delivery Platform on which you found our menu for all concerns and inquiries, including understanding the scope of each Delivery Platform’s obligations to you. We are not required to comply with any applicable laws relating to the offering, sale, delivery or preparation of food, alcoholic beverages, or any related items. We also have no responsibility for ensuring that the Delivery Platforms or any other vendors, fulfillment centers, or other businesses involved in processing your order do the same. We do not guarantee the quality or safety of the food you receive.
Use of Digital Services
The Digital Services and its contents are intended solely for your own individual, non-commercial use. In addition, you agree not to: (a) use or access the Digital Services for any purpose that is unlawful or prohibited by the Terms & Conditions; (b) use or access the Digital Services in a manner that could damage, disable, overburden, or impair any of our servers or the networks connected to any of our servers; (c) interfere with any third party’s use and enjoyment of the Digital Services; (d) attempt to gain unauthorized access to accounts, computer systems or networks connected to any of our servers through hacking, password mining or any other means; or (e) to advertise or solicit orders from the WingDepo menu, or on behalf of us or our Related Parties (defined below) or any Delivery Platform.
You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet. You agree that it is your responsibility, and not ours, to obtain and use third party software products that support encryption and other security protocols compatible with such protocols (if any) that may be used by us from time to time in connection with the Digital Services.
Modifications and Interruptions to Digital Services
We reserve the right to modify or discontinue all or any portion of the Digital Services with or without notice to you. We will not be liable if we choose to exercise this right. You acknowledge and accept that we do not guarantee continuous, uninterrupted or secure access to the Digital Services, or that operation of the Digital Services will be error free. You understand that usage of the Digital Services may be interfered with or adversely affected by numerous factors or circumstances outside of our control.
Termination of Access
We will have the right to terminate your access to and use of the Digital Services immediately if we believe that your conduct fails to conform with the Terms & Conditions, or for any other reason that we deem reasonable, in our sole discretion. We also reserve the right to investigate suspected violations of the Terms & Conditions, including any violation arising from any submission, posting or e-mail you make or send to the Digital Services. Upon notification to you that your access to the Digital Services is terminated, you agree that you will immediately discontinue use of the Digital Services.
Intellectual Property Rights
Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Digital Services are copyrights, patents, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by us or by third parties who have licensed their materials to us and are protected by U.S. and international intellectual property laws. The compilation (i.e., the collection, arrangement and assembly) of all materials on the Digital Services are the exclusive property of us and are protected by U.S. and international copyright laws. No material from any portion of the Digital Services may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way. The use of any tools, programs, robotic algorithms or products to automatically download or “spider” the Digital Services or any of the pages of the Digital Services infringes on our copyrights. Do not use any such tools or products on or in connection with the Digital Services.
You will not adopt or use any names, slogans, trade names, trademarks, service marks, e-mail addresses, URLs, meta-tags, key words, search descriptions or the like that are the same as or confusingly similar to the trademarks, trade names, logos, color schemes, service marks, slogans, and similar means of identifying products or services displayed on any of the Digital Services, including without limitation, any variation of the term or phrase “WingDepo” (collectWingDepo”). Without our prior written consent, you will not submit or maintain any information submitted to search engines which incorporates any content from the Digital Services, the Marks, our copyrighted materials or any marks that are confusingly similar to the Marks. You acknowledge that you do not acquire any ownership or license rights by virtue of downloading the Marks or copyrighted material from the Digital Services. All rights not expressly granted under these Terms & Conditions are expressly reserved to us.
SOLELY INTENDED FOR UNITED STATES USERS
Unless otherwise explicitly specified on the Digital Services, the information on all of the Digital Services is intended solely for use and access by persons residing in the United States. We control and operate the Digital Services from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Digital Services are appropriate for use or access in other locations. Anyone using or accessing any of the Digital Services from other locations does so on his or her own initiative and is responsible for compliance with local United States laws, if applicable.
Changes to Terms & Conditions
We reserve the right to change, modify, amend and/or update the Terms & Conditions at any time with or without prior notice to you. Your use of the Digital Services following any such changes, modifications, amendments and/or updates constitutes your unconditional agreement to follow and be bound by the Terms & Conditions as so changed, modified, amended and/or updated. You are responsible for reviewing the Terms & Conditions each time you use or access any portion of the Digital Services.
USER IDS/PASSWORDS
Use of certain features on the Digital Services might be limited and/or require registration. Should registration be required for the use of such features, we will review and determine, in our sole discretion, whether to accept your registration. We will have the right, in our sole discretion, to refuse or restrict anyone from access to the Digital Services at any time and for any reason. Upon your registration, you may select your user ID and password (collectively “Password”) for access to and use of the applicable portion of the Digital Services. When registering for your Password, you must provide accurate and complete information.
We reserve the right to require you to periodically change your Password. You agree to use your best efforts to maintain the security of your Password. You shall not disclose your Password to anyone else, and you shall not use anyone else’s Password. You agree to notify us immediately about any unauthorized use of your Password or any breach of security. You further agree that we are not responsible for your failure to comply with these requirements or any loss or damage arising out of, or related to, your use of your Password by you or anyone other than us.
DISCLAIMER
THE DIGITAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER WE NOR any of our RELATED PARTIES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE DIGITAL SERVICES OR THE INFORMATION INCLUDED ON THE WEBSITES OR THE APPS. WE AND OUR RELATED PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. NEITHER WE NOR OUR RELATED PARTIES MAKE ANY REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE DIGITAL SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE DIGITAL SERVICES OR THE SERVER THAT MAKES THE DIGITAL SERVICES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS INCLUDING VIRUSES. NEITHER WE NOR OUR RELATED PARTIES MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION ON THE DIGITAL SERVICES IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. YOU ACKNOWLEDGE, BY YOUR USE OF THE DIGITAL SERVICES, THAT YOUR USE IS AT YOUR SOLE RISK.
INDEMNIFICATION
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US AND ALL OF OUR RELATED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING FROM OR RELATED TO (I) YOUR USE OF THE DIGITAL SERVICES AND/OR (II) YOUR BREACH OF ANY OF THE PROVISIONS OF THE TERMS & CONDITIONS.
SUBMISSIONS, POSTINGS AND OTHER COMMUNICATIONS
All remarks, suggestions, ideas, graphics, or other information communicated by you through the Digital Services in any way (collectively, the “Submission(s)”) will forever be the property of ours and you waive all of your rights therein provided that you will continue to be responsible for the content of any Submission(s) including, without limitation, any indemnification obligations related to such Submission(s). We will not be required to treat any Submission(s) as confidential (unless required by law) and will not incur any liability as a result of any similarities that may appear in our future operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission(s) of every kind and nature everywhere and will be entitled to use the Submission(s) for any commercial or other purpose whatsoever without compensation to you or any other person sending the Submission(s). We retain the right to review, edit or delete from the Digital Services any Submission(s) which we in our sole discretion considers illegal, offensive, in violation of a third party right or otherwise inappropriate.
You agree that you will not use any of the Digital Services to transmit or make available any content that:
violates any laws, contains any threats, is abusive, harassing, vulgar, obscene, indecent, violates any person’s rights of privacy or publicity, is defamatory, libelous, hateful, contains any disparaging statements or opinions regarding racial, gender or ethnic background, sexual orientation, or is otherwise tortious or objectionable;
infringes any intellectual property rights or other rights of any party, including, but not limited to any patent, trademark, trade secret, copyright or other proprietary rights;
contains any private information about an identifiable person without that person’s permission, or any content soliciting any personal or private information from any individual;
you know or have reason to know is false, misleading, or fraudulent;
you do not have a right to make available under any law or under contractual or fiduciary relationships;
employs any techniques to disguise the origin of the content submitted;
contains any unsolicited or unauthorized advertising or promotional materials;
incorporates within it any software viruses or any other malicious code; or
contains links to any websites containing content violating any of the foregoing requirements, the law, or other provisions of the Terms & Conditions.
You further agree not to use the Digital Services to:
engage in any conduct which might be harmful to any individual;
impersonate or misrepresent your affiliation with any person or entity;
engage in or facilitate any conduct that is deemed, or found by any court or similar agency, to constitute “stalking” or otherwise harassing conduct aimed at another person or entity; or
engage in or transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.
EMAIL AND OTHER COMMUNICATIONS
In connection with your use of the Digital Services, you consent to us recording any communication, electronic or otherwise, between you and us and retaining any information and data you submit while using the Digital Services. In using the Digital Services, you may be permitted to communicate electronically with us by sending email to us; however, you acknowledge and agree that only general information or inquiries may be submitted to us via email and any other submissions or communications on or through the Digital Services may be submitted only in accordance with the express instructions set forth on the Digital Services for such submissions or communications. Please do not send any time-sensitive communications to us via email as we cannot be responsible for responding to any such communications.
INVESTIGATIONS
We may seek to gather information from you if you are suspected of violating the Terms & Conditions, or for any other reason. If we believe, in our sole discretion, that a violation of the Terms & Conditions has occurred, we may edit or modify any Submission(s), posting or e-mails, remove the material permanently, cancel postings, warn users, suspend users and Passwords, terminate accounts or take other corrective action we deem appropriate. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any emails or publishing or otherwise making available any materials that are believed to violate the Terms & Conditions. YOU WAIVE AND HOLD HARMLESS US AND OUR RELATED PARTIES HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US OR OUR RELATED PARTIES DURING OR AS A RESULT OF OUR OR THEIR INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER US OR LAW ENFORCEMENT.
NOTIFICATION OF CLAIMED COPYRIGHT INFRINGEMENT
In the event that you find content posted on one of the Digital Services which you believe is an infringement of the copyright ownership or other intellectual property rights of you or any third party, please immediately contact us at hello@wingdepo.com. In accordance with the Digital Millennium Copyright Act (“DMCA”), it is our policy to terminate use of the Digital Services by repeat infringers.
MOBILE DEVICES
If you access the Digital Services on mobile devices, or if you request that we send you text messages regarding availability of services or otherwise, you understand that your mobile carrier’s standard charges will apply. You will only receive text message alerts from the Digital Services if you request them or otherwise expressly agree to receive them. Standard/other text messaging rates apply, according to your individual rate plan provided by your wireless carrier, and we recommend that you review your wireless plan for details. We will not be responsible for any text messaging or other charges incurred by you or by a person that has access to your wireless device or telephone number as a result of any text messages you receive based on requests from your device or account.
TERMS FOR APP USERS
If you download any App, by doing so you hereby acknowledge and accept that:
These Terms & Conditions govern your relationship with us, and not the app store provider (e.g., Apple, Google) (“App Store Provider”). We are solely responsible for the App and its content.
The license for the APP is non-transferable and may only be operated by you pursuant to the App Store Provider’s respective terms of use or service.
The App Store Provider is not responsible for addressing any claims relating to the App and a user’s possession or use of the App, including (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
If a third party makes a claim of intellectual property right infringement relating to the App or a user’s possession or use of the App, the App Store Provider not responsible for the investigation, defense, settlement and discharge of that intellectual property infringement claim.
RESTRICTED PARTIES
You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. as a “terrorist supporting” country; and you are not listed on any U.S. Government list of prohibited or restricted parties.
resolving disputes
If you have any issue with the Digital Services, we encourage you to reach out to us (see “Contacting Us” below). But the issue persists, we want you to fully understand your options and obligations.
Arbitration
You agree that all controversies, disputes, or claims between us or any of our any of our direct or indirect parents, subsidiaries or affiliates, and/or any of our or their respective parents, affiliates, subsidiaries, owners, managers, officers, directors or agents, licensees, and/or any other entity that is in common control with any of the foregoing, whether by beneficial ownership, voting power, or the ability to control or direct the management or policies of any such entity, whether by contract or otherwise (collectively, “Our Related Parties”) and you arising out of or related to: (1) these Terms & Conditions or our Privacy Policy, including their scope and validity; (2) the Digital Services; or (3) any other matter involving such parties’ business deals with us or our Related Parties, must be submitted for binding arbitration to the American Arbitration Association (the “AAA”). The arbitration proceedings will be conducted by one arbitrator and, except as otherwise provided below, according to the AAA’s then current Commercial Arbitration Rules. All proceedings will be conducted at a suitable location chosen by the arbitrator that is within 50 miles of our then current principal place of business (currently, Atlanta, Georgia). All matters relating to arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). The interim and final awards of the arbitrator shall be final and binding upon each party, and judgment upon the arbitrator’s awards may be entered in any court of competent jurisdiction. The arbitrator has the right to award or include in his or her awards any relief which he or she deems proper, including, without limitation, money damages, pre- and post-award interest, interim costs and attorneys’ fees, specific performance, and injunctive relief, provided that the arbitrator may not declare any of the trademarks owned by us or our affiliates generic or otherwise invalid, or award any punitive or exemplary damages against any party to the arbitration proceeding (you hereby waiving to the fullest extent permitted by law any such right to or claim for any punitive or exemplary damages against any party to the arbitration proceeding). Further, at the conclusion of the arbitration, the arbitrator shall award to the prevailing party
Class Action Waiver
We and you agree that ALL PROCEEDINGS will be conducted on an individual basis and that anY proceeding between us and any of our RELATED PARTIES AND YOU MAY NOT BE (i) conducted on a class-wide basis, (ii) commenced, conducted or consolidated with any other arbitration proceeding, (iii) joined with any separate claim of an unaffiliated third-party, or (iv) brought on your behalf by any association or agent. Notwithstanding the foregoing, if any court or arbitrator determines that all or any part of the preceding sentence is unenforceable with respect to a dispute, controversy or claim that otherwise would be subject to arbitration as described above, then all parties agree that this arbitration clause shall not apply to that dispute, controversy or claim and that such dispute, controversy or claim shall be resolved in a judicial proceeding subject to the same.
Limitation on Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL ANY WE OR ANY OF OUR RELATED PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR ACCESS TO OR INABILITY TO USE OR ACCESS THE DIGITAL SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF US OR ANY OF OUR RELATED PARTIES HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOU SHALL ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT WILL WE AND ALL OF OUR RELATED PARTIES COLLECTIVELY BE LIABLE FOR ANY DAMAGES IN EXCESS OF ONE HUNDRED UNITED STATES DOLLARS ($100.00) FOR ANY CLAIMS ARISING FROM OR RELATED TO THE TERMS & CONDITIONS.
ANY CLAIM YOU MAY HAVE WITH RESPECT TO THE DIGITAL SERVICES MUST BE COMMENCED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Jury Waiver
YOU IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING.
Governing Law
ALL MATTERS RELATING TO ARBITRATION WILL BE GOVERNED BY THE FEDERAL ARBITRATION ACT (9 U.S.C. §§ 1 ET SEQ.). EXCEPT TO THE EXTENT GOVERNED BY THE FEDERAL ARBITRATION ACT, THE UNITED STATES TRADEMARK ACT OF 1946 (LANHAM ACT, 15 U.S.C. SECTIONS 1051 ET SEQ.), OR OTHER FEDERAL LAW, THESE TERMS & CONDITIONS, AND ALL CLAIMS ARISING FROM THE DIGITAL SERVICES WILL BE GOVERNED BY THE LAWS OF THE STATE OF GEORGIA, WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES.
Injunctive Relief
Nothing in these Terms & Conditions, including your agreement to arbitrate, bars our right to obtain specific performance and injunctive relief against any threatened or actual conduct that will cause us or Our Related Parties loss or damage, under customary equity rules, including applicable rules for obtaining restraining orders and temporary or preliminary injunctions. You agree that we may seek such relief from any court of competent jurisdiction in addition to such further or other relief as may be available to us at law or in equity. You agree that we will not be required to post a bond to obtain injunctive relief and that your only remedy if an injunction is entered against you will be the dissolution of that injunction, if warranted, upon due hearing (all claims for damages by injunction being expressly waived hereby).
MISCELLANEOUS
Our failure to act with respect to a breach of the Terms & Conditions by you or others does not constitute a waiver and shall not limit our rights with respect to such breach or any subsequent breaches. Neither the course of conduct between the parties nor trade practice shall act to modify the Terms & Conditions. We may assign our rights and duties hereunder to any party at any time without any notice to you. The Terms & Conditions may not be assigned by you without prior written consent of us. If any provision of the Terms & Conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms & Conditions and shall not affect the validity and enforceability of any remaining provisions. These Terms & Conditions together with our Privacy Policy constitute the sole and entire agreement between you and us regarding the Digital Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.
Contacting Us
If you have questions or concerns regarding these Terms & Conditions or your rights and obligations relating to the Digital Services, please send an email to hello@wingdepo.com.