These Terms and Use constitute a legally binding agreement between you and us (“Agreement”). If, after reading, you do not agree, you may not use our Platform, as defined below. By using our website or mobile applications (“Platform”), you indicate that you accept the terms contained herein and acknowledge that a contractual relationship has been formed between you and us.
The words “we,” “us,” and “our” refer to Onzway, LLC. (“Onzway”). We are a Massachusetts limited liability company and the provider of technology services and technology consulting services. These words also refer to our agents, successors, assigns, and other affiliates not specifically enumerated.
Our Platform may only be used by persons or entities which can form a legally binding contract under the applicable law. The use of our Services by any persons under age 18 is prohibited. The word “User” will refer to any person who uses our Services and who is thereby bound to this Agreement.
“Use” includes your access to any page, link, form, text, image, file, information, or other feature on our Platform. Use also includes contacting us through our Platform for any reason. While Use includes your submission of personal information to us through our Platform for the purpose of registering as a restaurant (“Third-Party Restaurant”) or delivery driver (“Third-Party Driver”), not so submitting may still constitute Use. Any person who engages in the Use of our Platform shall be deemed a User under this Agreement. Use of our Platform for any purpose other than that for and by which it is intended and contemplated – namely, to facilitate food delivery – is not permitted. Any unlawful Use is not permitted. Use of our Platform’s delivery tracking feature by anyone other than a restaurant or the named recipient of an order is not permitted.
The word Services, for purposes of this Agreement, refers to our Platform’s facilitation of food delivery services via our platform, as well as any specifically enumerated tasks that we have agreed to perform pursuant to a separate written agreement between us and Restaurants.
We are not a transportation carrier and we do not provide driving services. We do not mandate a Third-Party Driver to perform services of any kind, including those that involve driving. Whether or not a Third-Party Driver offers delivery services to you or any Third-Party Restaurant is solely within the discretion of the Third-Party Driver or in conformance of any applicable agreements between a Third-Party Driver and a Third-Party Restaurant. By using our Services and entering into this Agreement, you acknowledge that you are solely responsible for your relationship with other Users. You acknowledge you are solely responsible for the safety of your business or the safety of your person. You acknowledge that we are not responsible for your safety, the safety of your vehicle, the safety of a vehicle used by a Third-Party Driver, or the safety of any person who has engaged you to provide or whom you have engaged to provide food delivery services via our Platform. You acknowledge that, even though we may assist in the onboarding or registration of Third-Party Drivers onto our Platform, we do not conduct background checks of Third-Party Drivers or verify the authenticity of the information they provide to us. It is your responsibility to ensure the competency and reliability of your Third-Party Drivers, as well as the accuracy of their personal information submitted through our Platform.
We grant each User a revocable, non-assignable, and non-exclusive license to user our Services. This license is limited to Use that is expressly granted by us in this Agreement. Any right not expressly granted in this Agreement are reserved. This license is personal to you and is not transferable by you to any other person or entity. Your exercise of the rights granted by this license must comply with all applicable laws.
While we reserve all rights not expressly granted, we would like you to notify you that we are expressly reserving certain rights. Specifically, we reserve the right to terminate and/or block your Use at any time, for any reason, with or without notice. We reserve the right to suspend our Services for at any time, for any reason, with or without notice. In exercising these rights, we will do so in conformance with all agreements executed between you and us independent of this Agreement and with all applicable laws.
You agree to provide us with only truthful information, which pertains to any and all information we request. You represent that any and all information you provide is accurate, up-to-date, and complete. You further agree that if any such information changes, you will disclose the change(s) to us.
You agree that you will not authorize anyone other than yourself to use our Services with your registration information, including your username and password. You agree to notify us of any unauthorized access to your account or any violation of this Agreement by any party who have accessed your account upon your discovery thereof.
You may only create one User Account. You agree to be the only User of that account. You may not authorize any other person or automated process to access your account. If we determine that there has been unauthorized use of your account, we may terminate your account whether or not such use was intentional.
You acknowledge that your Use of our Platform does not give rise to a joint venture, partnership, employment, or agency relationship between you and us.
While your use of our Platform does not in itself create any relationship between you and another User, you agree to comply with all rules and policies set forth by the User with which you are otherwise engaged. We are not responsible your performance for non-performance of duties pursuant to contract between you and another User, nor are we responsible for such performance or non-performance of another User. We are not liable for breaches of contractual obligations that exist between you and another User.
When you create a User Account, you expressly give us your consent to receiving communications from us via any electronic medium, including phone, text messaging, e-mail, provided that we contact you via a phone number or e-mail address provided by you. You further agree that your aforementioned consent extends to our affiliates.
Our Platform does not solicit, collect, or process payments of any kind. We will never ask you for payment information through our Platform. Do not provide us with any financial information through our Platform. Any financial matters that are or may be relevant between you and us shall be set forth a separate written agreement signed by you and us.
We are not responsible for economic losses arising from internet lag time, server downtime, delivery failures, or other interruptions to our Services that result from internet service providers, web-hosts, cloud-based services, or other third-party service providers of technology services with which we may or may not have a contractual relationship, irrespective of whether we have control of such services.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ONZWAY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, ONZWAY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ONZWAY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF ITS USERS. IT IS SOLELY YOUR RESPONSIBILITY TO DETERMINE IF A PAIRED-USER WILL MEET YOUR NEEDS AND EXPECTATIONS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
ONZWAY DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS IN THE ONZWAY PLATFORM WILL BE CORRECTED, OR THAT THE ONZWAY PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ONZWAY EXPRESSLY DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, CONNECTIVITY AND AVAILABILITY OF THE ONZWAY PLATFORM OR THE SERVICES.
ONZWAY HAS NO CONTROL OVER THE QUALITY OR SAFETY OF YOUR USE OF THE SERVICES. ONZWAY CANNOT ENSURE THAT A THIRD-PARTY USER WILL PERFORM THE REQUESTED SERVICES TO COMPLETION.
ONZWAY CANNOT GUARANTEE THAT EACH THIRD-PARTY USER IS WHO HE OR SHE CLAIMS TO BE. WE ENCOURAGE YOU TO COMMUNICATE DIRECTLY WITH EACH USER PRIOR TO ENGAGING IN AN ARRANGEMENT FOR SERVICES.
ONZWAY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF ONZWAY’S PLATFORM OR SERVICES OR FOR THE CONDUCT OF ANY USER. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. BY USING THE ONZWAY PLATFORM AND USING THE SERVICES, YOU AGREE TO ACCEPT SUCH RISKS AND AGREE THAT ONZWAY IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF USERS ON THE ONZWAY PLATFORM OR USING THE SERVICES.
THE ONZWAY PLATFORM MAY CONTAIN LINKS TO OTHER WEB SITES OWNED AND OPERATED BY THIRD PARTIES (“THIRD-PARTY SITES”), WHICH CONTAIN TEXT, IMAGES, SOUND, VIDEO, INFORMATION, SOFTWARE AND OTHER CONTENT BELONGING TO OR ORIGINATING FROM THIRD PARTIES (“THIRD-PARTY CONTENT”). SUCH THIRD-PARTY SITES AND THIRD-PARTY CONTENT ARE NOT INVESTIGATED, MONITORED OR CHECKED FOR ACCURACY, APPROPRIATENESS, OR COMPLETENESS BY US, AND WE ARE NOT RESPONSIBLE FOR ANY THIRD-PARTY SITES OR THIRD-PARTY CONTENT ACCESSED THROUGH THE ONZWAY PLATFORM.
LOCATION DATA PROVIDED BY THE ONZWAY PLATFORM IS FOR BASIC LOCATION PURPOSES ONLY AND IS NOT INTENDED TO BE RELIED UPON IN SITUATIONS WHERE PRECISE LOCATION INFORMATION IS NEEDED OR WHERE ERRONEOUS, INACCURATE, OR INCOMPLETE LOCATION DATA MAY LEAD TO DEATH, PERSONAL INJURY, PROPERTY DAMAGE, OR ENVIRONMENTAL DAMAGE. NEITHER ONZWAY, NOR ANY OF ITS CONTENT PROVIDERS, GUARANTEES THE AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF LOCATION DATA DISPLAYED BY THE ONZWAY PLATFORM. ANY OF YOUR INFORMATION, INCLUDING GEOLOCATIONAL DATA, THAT YOU UPLOAD OR OTHERWISE PROVIDE ON THE ONZWAY PLATFORM MAY BE ACCESSIBLE TO ONZWAY AND TO CERTAIN USERS OF THE ONZWAY PLATFORM.
ONZWAY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF ONZWAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ONZWAY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (a) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (b) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY USER, EVEN IF ONZWAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ONZWAY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND ONZWAY’S REASONABLE CONTROL. IN NO EVENT SHALL ONZWAY’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE THOUSAND U.S. DOLLARS OR THE VALUE OF THE CONSIDERATION PAID TO ONZWAY, WHICHEVER IS LESSER.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
You agree to indemnify and hold Onzway and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (a) your use of the Services or services or goods obtained through your use of the Services; (b) your breach or violation of any of these Terms; (c) your violation of the rights of any third party, including Users.
In the event that you have a dispute with one or more Onzway Users, you agree to release Onzway (including our affiliates and each of our respective officers, directors, employees, agents, shareholders, and suppliers) from claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other Onzway Users or to your use of the Onzway Platform or participation in the Services. We reserve the right, but have no obligation, to monitor disputes between you and other Onzway users.
You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration between you and Onzway, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Onzway are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Onzway otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Unless you and Onzway otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Onzway submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Onzway will not seek, and hereby waives all rights Onzway may have under applicable law to recover attorneys' fees and expenses if Onzway prevail in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Onzway will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the modification-related provisions above, if Onzway changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing Onzway written notice of such rejection by postal mail or hand delivery to:
Attn: Dispute Resolutions, Onzway LLC
or by e-mail from the primary e-mail address associated with your Account to: _______________, within 30 days of the date such change became effective, as indicated in the “Last Update” date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this “Dispute Resolution” section. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Onzway in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Notice. All notices to and from Onzway shall be conducted over e-mail.
Choice of Law. This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.
No Agency. No joint venture, partnership, employment, or agency relationship exists between you, Onzway or any User as a result of this Agreement or use of the Services.
No Waiver. Onzway’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Onzway in writing.
Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.