TERMS OF USE

Last Updated February 18, 2025

These Allspice Terms of Use (“Terms” or “Terms of Use”) are entered into by and between the eligible User (as defined below) accepting these Terms as set forth herein (“you” or “your”), on the one part, and Allspice Labs, Inc. (“Allspice,” “we,” “our” or “us”), on the other part, and these Terms of Use govern your use of “Allspice” a mobile application that allows you to create shopping lists for spices, generate recipes, create dietary breakdowns, detect allergens in recipes, and purchase spices through third-party vendors (the “App”). Any user of the App is considered a “User” or collectively referred to as “Users” under these Terms of Use.

READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN TERMS AND CONDITIONS THAT IMPACT YOUR RIGHTS, OBLIGATIONS AND REMEDIES IN CONNECTION WITH YOUR USE OF THE APP INCLUDING A CLASS ACTION WAIVER UNDER SECTION 10 BELOW AND AN AGREEMENT TO ARBITRATE FOR ANY DISPUTE RESOLUTION UNDER SECTION 11 BELOW.

1. Acceptance

BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE APP, OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS OF USE WHEN THE OPTION IS MADE AVAILABLE, THE INDIVIDUAL ACCEPTING THESE TERMS OF USE REPRESENTS AND WARRANTS THAT THE USER IS OF LEGAL AGE, AND COMPETENT TO FORM A BINDING CONTRACT WITH US, AND THAT THE USER HAS CAREFULLY REVIEWED THESE TERMS OF USE AND FULLY UNDERSTANDS THE RISKS, COSTS AND BENEFITS RELATED TO USING THE APP, AND ACCEPTS AND AGREES TO COMPLY WITH AND BE LEGALLY BOUND BY THESE TERMS OF USE IN FULL. IF THE INDIVIDUAL ACCEPTING THESE TERMS OF USE IS DOING SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THE INDIVIDUAL ACCEPTING THESE TERMS OF USE FURTHER REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL IS DULY AUTHORIZED BY THE USER TO ACCEPT THESE TERMS OF USE ON THE USER’S BEHALF AS A LEGALLY BINDING OBLIGATION. ANY USER OR VISITOR WHO DOES NOT AGREE TO THESE TERMS OF USE IS NOT AUTHORIZED TO USE THE APP AND MUST CEASE USING THE APP IMMEDIATELY.

2. Access and Use Of The App

Limited Access Rights. Subject to and conditioned on your acceptance of and ongoing compliance with these Terms of Use and your timely payment of all applicable fees owed to Allspice as they are incurred, you are hereby granted a limited, revocable, non-exclusive, nontransferable, non-assignable, non-sublicensable right to download, install, and use the App on a mobile device owned or otherwise controlled by you (“Mobile Device”), and to access and use and the Available Content (as defined below) on such Mobile Device, in each case, strictly in accordance with the App’s documentation and these Terms of Use. You are responsible for all acts and omissions taken through your Mobile Device or otherwise through or in connection with your Account (as defined below) on the App, whether or not authorized by you. Allspice may from time to time in its sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Allspice may also modify or delete certain features and functionality in their entirety. You agree that Allspice has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet, either (i) the App will automatically download and install all available Updates, or (ii) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to these Terms of Use.
Access and Use Restrictions. As an express condition of your use of the App, you represent and warrant to us that you shall not use the App for any unlawful purpose or purpose prohibited by these Terms of Use or the laws or regulations in the jurisdiction in which you live or reside or where you may engage in any activity through, using, or otherwise in connection with the App. Without limiting the foregoing, you agree that you shall not: (i) copy, reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the App or any part thereof; (ii) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the App; (iii) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the App, including any copy thereof; (iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the App, or any features or functionality of the App, to any third party for any reason, including by making the App available on a network where it is capable of being accessed by more than one device at any time; (v) use any robot, spider, or other automatic device, process, or means to access the App for any purpose, including monitoring or copying any of the material on the App; (vi) use any manual process to monitor or copy any of the material on the App, or for any other purpose not expressly authorized in these Terms of Use, without Allspice’s prior written consent; (vii) frame, mirror, or otherwise incorporate the App or any portion of the App as part of any other mobile application, website, or service; (viii) use the App in any manner that could disable, overburden, damage, or impair the App or interfere with any other party’s use of the App; or (ix) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the App. Any use of the App in breach of these Terms of Use may subject you to civil liability and/or criminal prosecution in addition to our discretionary exercise of our rights and remedy hereunder (which may include, without limitation, suspension and/or termination of your rights to use the App). Additionally, you agree not to use the App to attempt to impersonate Allspice, another User, or any other third person or entity (including, without limitation, by using email addresses or usernames associated with any of the foregoing) or misrepresent your identity or affiliation with any person or organization. If you become aware of or suspect any unauthorized use of the App, please contact us at support@allspicelabs.com.
Your Account. To access the App, you will be asked to provide certain registration details or other information to create an account (“Account”). It is a condition of your use of the App that all the Account information you provide to us must be correct, current, and complete at all times. It is your responsibility and obligation to promptly update any Account information when it becomes out-of-date. Any personal data processed by us with respect to your Account will be done so in accordance with our privacy policy found at www.allspiceapp.us/privacy (“Privacy Policy”). You agree that your access credentials with respect to your Account must be treated as confidential information, and you must not disclose Account access credentials to any other person or entity. Your Account is nontransferable. You agree to notify us immediately of any unauthorized access to or use of any username or password associated with any Account of yours, or any other breach of security. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Monitoring and Enforcement. You understand and agree that Allspice has the right to: (i) cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of any User of the App; (ii) disclose your identity or other information about you to any third party who claims that you have violated their rights (including their intellectual property rights or their right to privacy) on, through, or in connection with the App; (iii) terminate or suspend your access to all or part of the App for any or no reason, including without limitation, any violation of these Terms of Use; (iv) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of, or acts or omissions in connection with, the App. YOU WAIVE AND HOLD HARMLESS ALLSPICE AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

3. Purchases, Subscription, Fees, and Termination

App Fees and Purchases. All purchases of product or service offerings by Allspice made on or through the App (including, without limitation, initial and ongoing access to the App, whether a one-time fee or on an ongoing subscription fee basis, as applicable; collectively, “Allspice Offerings”) are subject to these Terms of Use and any additional terms and conditions disclosed to you on or through the App at the time of purchase. All prices, discounts, and promotions for Allspice Offerings posted on the App are subject to change without notice. The price charged for Allspice Offerings will be the price in effect at the time the order is placed and will be set out in your order confirmation; price increases will only apply to orders placed after such changes. Posted prices for Allspice Offerings do not include taxes or charges for shipping and handling. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences. By choosing to purchase an Allspice Offering on or through the App, you agree to pay, including through our designated Third-Party Services payment processor, all amounts due to Allspice in US dollars at the time of check-out or as otherwise indicated, and where applicable, you authorize us, including through our designated Third-Party Services payment processor, to charge your chosen payment provider. You are responsible for paying all sales, use, value-added, and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority that are associated with your purchases made in connection with the App, including through any Third-Party Service.
Subscriptions. Certain features of the subscription basis (“Subscription”). Subscriptions will be billed in advance on a recurring and annual or monthly basis (as selected by you) (“Billing Cycle”). Unless otherwise stated at the time of purchase, Billing Cycles are set on an annual basis. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. We will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to cancel your Subscription before such change becomes effective. Your continued use of the App after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount. At the end of each Billing Cycle, until you or we cancel your Subscription, your Subscription will automatically renew under the exact same conditions, and you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected. If we are unable to successfully charge your credit card or payment account for fees due, or invoices are not paid in full when due, we reserve the right to restrict or suspend access to your Account, or terminate your Account. If you terminate your Account for any reason or if we terminate your Account due to your breach, such termination will be effective immediately, and you will be immediately billed for any unbilled fees incurred prior to the effective date of termination. You will not receive a refund for any amounts you already paid for that Billing Cycle. Further, you agree to reimburse us for any collection costs and interest for any overdue amounts.
Cancellation. You may cancel your Subscription renewal, and/or you may cancel your Account, in the Settings app on your device by navigating to Settings -> Apple Account -> Subscriptions.

Free Trials. We may, at our sole discretion, offer you access to certain features covered under a Subscription during a free trial period, as disclosed to you on or through the App (“Free Trial”). You may be required to enter your billing information in order to sign up for the Free Trial. If you do enter your billing information when signing up for the Free Trial, you will not be charged by us until the Free Trial has expired. Please make a note of when your Free Trial will expire as you may not receive additional notice prior to the automatic charge if you do not cancel before the Free Trial period expires. Free Trials are limited to one per customer. If you attempt to register for a second free trial offer, we are authorized to automatically charge your credit card in accordance with these Terms of Use.

4. User Content

General. The App may allow or enable you to post, upload, publish, submit or transmit text, graphics, images, music, software, audio, video, information or other materials on or through the App (“User Content”). User Content includes, but is not limited to, profile information, preferences, reviews, shopping list information, and other information or materials that you choose to provide or otherwise make available on, through or in connection with the App. User Content does not include any text, graphics, images, music, software, audio, video, information or other materials that is made available on or through the App directly by or on behalf of Allspice (“App Content”), or any Aggregate Data (as defined below). User Content and App Content are collectively referred to in these Terms of Use as “Available Content.”

Enforcement Rights and Disclaimers. We may (but have no obligation to) audit and/or monitor User Content and reserve the right, at any time and without prior notice, to remove, withdraw, disable access to, or otherwise take any action with respect to any Available Content that we deem necessary or appropriate in our sole discretion, including if we believe that any User Content violates these Terms of Use, is otherwise objectionable or harmful to the App and/or its Users or for any other reason, or could create liability for Allspice. You acknowledge and agree that we are not responsible or liable to you or any other User or other third party or entity for the content or accuracy of any User Content or the use thereof or reliance thereon by any User or any other third party or entity, or for its performance or nonperformance of any actions described in this Section.

5. Cookies and Related Technologies

Our App incorporates the use of third-third party technologies, including cookies and other tracking technologies to enhance user experience and to analyze performance and use traffic related to the App (“Cookies”). Cookies and related information collected about your use of our App may be shared with our advertising and analytics partners. For more information about our use of Cookies and how we may share information with third parties, please see our Privacy Policy.

6. Intellectual Property Rights; Collection and Use Of Your Information

Ownership. You acknowledge and agree that the App is provided under license, and not sold, to you. You do not acquire any ownership interest in the App under these Terms of Use, whether expressly, by implication, estoppel, reliance or otherwise, all of which are specifically excluded and disclaimed, or any other rights thereto other than to use the App in accordance with the limited license granted, and subject to all terms, conditions, and restrictions, under these Terms of Use. Allspice and its licensors and service providers exclusively own, reserve and shall retain their entire right, title, and interest in and to the App and all elements of the App, including, without limitation, all graphics, design, systems, methods, processes, architectures, structures, functions. information, computer code, software, services, “look and feel,” organization, compilation of the content (including App Content), code, data (including Aggregate Data), and all other elements of the App (collectively, the “Allspice Properties”). The Allspice Properties are protected by copyright, trade dress, trademark, patent laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws.
Feedback. If you transmit any communication or material to us by mail, email, telephone, or otherwise through the App, suggesting or recommending changes to the App, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential, except as provided by applicable law. You hereby assign to us all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback. To the extent any personal data is included in connection with Feedback you provide, such personal data will be processed in accordance with our Privacy Policy.
Aggregate Data. When you use the App, we may collect information that does not directly identify you, but relates to your use of the App, including the engagement with specific features of the App, and products listed on the App (“Non-Personal Analytic Data”). We may use this information for any legally allowable purpose including for the purposes of product analytics, demographic and geographical analytics, improving the security, compatibility or interoperability of the App, and to compile statistical, marketing, and performance information related to the provision and operation of the App.

Collection and Use of Your Information; Data Sharing with Other Users. You acknowledge that when you download, install, or use the App, Allspice may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the App.

7. Term and Termination

These Terms of Use apply to and bind you commencing as of the moment you download, install, or otherwise access or use the App (or click to accept or agree to these Terms of Use when the option is made available to you) and will continue in effect until terminated by you or Allspice as set forth in this Section. You may terminate your agreement with Allspice under these Terms of Use by deleting the App and all copies thereof from your Mobile Device. Allspice may terminate its agreement with you under these Terms of Use at any time without notice if we cease to support the App, which we may do in our sole discretion. In addition, our agreement with you under these Terms of Use will terminate immediately and automatically without any notice if you violate any of the terms and conditions of these Terms of Use. Upon any termination of our agreement with you under these Terms of Use, by any part and for any reason, all rights granted to you under these Terms of Use will also terminate, and you must cease all use of the App and delete all copies of the App from your Mobile Device and Account. Termination of our agreement with you under these Terms of Use, by any party and for any reason, will not limit any of our rights or remedies at law or in equity.

8. Disclaimers

NO WARRANTIES. YOUR ACCESS TO AND USE OF THE APP, APP CONTENT, AND THIRD-PARTY SERVICES IS, IN EACH CASE, AT YOUR OWN RISK. THE APP, ALL AVAILABLE APP CONTENT, AND ALL THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND BY ALLSPICE. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, ALLSPICE AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“ALLSPICE PARTIES”) DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, (i) THOSE RELATED TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT, (ii) THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, (iii) THAT THE ACCESS TO OR USE OF THE APP OR THE THIRD-PARTY SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL BE COMPATIBLE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (iv) THAT THE APP OR THE THIRD-PARTY SERVICES WILL BE FREE OF HARMFUL COMPONENTS, AND (v) WITH RESPECT TO THE INSURANCE PRODUCTS, INCLUDING APPLICABLE TERMS, RESTRICTIONS, QUALIFICATIONS, APPROVALS, UNDERWRITING, BINDINGS, OR ISSUANCES THEREOF OR IN CONNECTION THEREWITH.
Third-Party Services. The App may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials), utilize third-party services (such as third-party shopping and delivery services), and provide links to third-party websites or services, including through third-party advertising (collectively, “Third-Party Service(s)”). THIRD-PARTY SERVICES ARE PROVIDED SUBJECT TO THE TERMS AND CONDITIONS AND/OR PROCESSING PRACTICES OF THE APPLICABLE THIRD PARTY, AND YOU ARE RESPONSIBLE FOR REVIEWING ALL SUCH TERMS AND CONDITIONS PRIOR TO CHOOSING TO USE OR ENGAGE WITH ANY THIRD-PARTY SERVICES. YOU ACKNOWLEDGE THAT ALLSPICE HAS NO CONTROL OVER SUCH THIRD PARTIES OR THIRD-PARTY SERVICES AND IS NOT RESPONSIBLE FOR THEIR MISTAKES, ACCURACY, COMPLETENESS, TIMELINESS, VALIDITY, COPYRIGHT COMPLIANCE, LEGALITY, DECENCY, QUALITY, OR ANY OTHER ASPECT THEREOF. ALLSPICE DOES NOT ACCEPT OR ASSUME ANY, AND HEREBY DISCLAIMS ALL, RESPONSIBILITY AND LIABILITY FOR THIRD-PARTY SERVICES AND ANY AND ALL LOSSES AND DAMAGES THAT MAY ARISE FROM YOUR CHOICE TO ACCESS, USE OR OTHERWISE ENGAGE WITH ANY THIRD-PARTY SERVICES.
No Health Services Disclaimer. The App does not provide health-related services or medical advice in any manner. The App Content provided by Allspice or made available in connection with the App, including but not limited to recommendations for recipes and foods based on specific allergies or other specific health needs, is for informational purposes only and is not intended to be a substitute for professional medical advice. ALLSPICE EXPLICITLY DISCLAIMS ANY LIABILITY FOR ANY ADVERSE HEALTH OUTCOMES RESULTING FROM YOUR USE OF ANY APP CONTENT. IT IS YOUR RESPONSIBILITY TO REVIEW THE INGREDIENTS OF ANY PRODUCTS CAREFULLY, AND TO SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING THE CONSUMPTION OF AN INGREDIENT IN CONNECTION WITH A SPECIFIC MEDICAL CONDITION OR ALLERGIES.
Artificial Intelligence Disclaimer. Certain features incorporate Third-Party Services that include artificial intelligence features to help recommend recipes and products that may be of interest based on your use of the Platform’s respective features and User Content that you provide. Information provided from these Third-Party Services may not always be accurate and you should not rely on any results as a sole source of truth or factual information. Please make sure to check all products (including all ingredients) prior to any purchase or use of such products.
DOWNTIME. From time to time, interruptions, errors, delays, or other deficiencies in providing access to the App or a Third-Party Service may occur due to a variety of factors, some of which are outside of Allspice’s control, and some which may require or result in scheduled maintenance or unscheduled downtime of the App (collectively, “Downtime”). Part or all of the App may be unavailable during any such period of Downtime, which may include an inability to access Third-Party Services, in each case, at the time you intended. THE ALLSPICE PARTIES SHALL NOT BE LIABLE OR RESPONSIBLE TO YOU FOR ANY INCONVENIENCE, LOSSES OR ANY OTHER DAMAGES AS A RESULT OF DOWNTIME, INCLUDING, WITHOUT LIMITATION, YOUR INABILITY TO ACCESS THE APP OR ENGAGE OR TRANSACT WITH ANY OTHER USER, AND/OR ENGAGE WITH ANY THIRD-PARTY SERVICES, AS A RESULT OF SUCH DOWNTIME. YOU HEREBY WAIVE ANY CLAIM AGAINST THE ALLSPICE PARTIES IN CONNECTION WITH DOWNTIME.

9. Indemnification

TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE ALLSPICE PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, PROCEEDINGS, DEMANDS, LOSSES, DAMAGES, AND EXPENSES OF ANY KIND OR NATURE (INCLUDING, WITHOUT LIMITATION, ATTORNEY’S REASONABLY INCURRED AND LEGAL COSTS AND EXPENSES REASONABLY INCURRED) RELATING TO THIRD PARTY CLAIMS ARISING OUT OF (i) YOUR USE OR MISUSE OF THE APP OR APP CONTENT; (ii) YOUR ENGAGEMENT WITH ANY OTHER USER; (iii) YOUR VIOLATION OF THE RIGHTS OF OR ANY OBLIGATIONS TO A THIRD PARTY; (iv) ANY THIRD-PARTY PRODUCTS PURCHASED THROUGH OR IN CONNECTION WITH THE APP; (v) ANY USER CONTENT YOU SUBMIT OR MAKE AVAILABLE THROUGH THE APP; (vi) ANY FEEDBACK YOU PROVIDE TO US CONCERNING THE APP; (vii) ANY ACTUAL OR ALLEGED BREACH OF THESE TERMS OF USE BY YOU OR ANYONE USING AN ACCOUNT OF YOURS; OR (viii) YOUR ACTUAL OR ALLEGED VIOLATION OF ANY APPLICABLE LAW. NO INDEMNITEE OR ANY OTHER PERSON OR ENTITY SHALL BE ENTITLED TO ANY FORM OF EQUITABLE OR IMPLIED INDEMNIFICATION AT ANY TIME.

10. Limitation of Liability

NOTWITHSTANDING ANY CONTRARY PROVISION OF THESE TERMS OF USE OR FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY, AND TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE AS FOLLOWS:

BY USING THE APP, YOU UNDERSTAND AND AGREE THAT ANY LEGAL REMEDY OR LIABILITY THAT YOU SEEK TO OBTAIN FOR ACTIONS OR OMISSIONS OF OTHER USERS OR OTHER THIRD-PARTIES WILL BE LIMITED TO A DIRECT CLAIM AGAINST THOSE PARTICULAR USERS OR OTHER THIRD-PARTIES. YOU AGREE NOT TO ATTEMPT TO IMPOSE LIABILITY ON OR SEEK ANY LEGAL REMEDY FROM THE ALLSPICE PARTIES WITH RESPECT TO SUCH ACTIONS OR OMISSIONS.
IN NO EVENT WILL THE ALLSPICE PARTIES BE LIABLE FOR: (i) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER; OR (ii) ANY DAMAGES FOR LOSS OF ANY DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS, IN ANY CASE WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR CONNECTED WITH ACCESS OR USE OF THE APP.
IN NO EVENT SHALL OUR LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ALL DAMAGES OR LIABILITIES ARISING OUT OF OR RELATED TO THE APP, DIRECTLY OR INDIRECTLY, EXCEED IN THE AGGREGATE THE AMOUNT ACTUALLY PAID BY YOU FOR THE APP IN THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

11. Class Action Waiver

EXCEPT WHERE PROHIBITED UNDER APPLICABLE LAWS, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THE ARBITRATION AGREEMENT IN SECTION 11 BELOW MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE.

12. Dispute Resolution

Arbitration. Any dispute, claim or controversy in connection with these Terms of Use, or subject matter related thereto, including, but not limited to (i) the breach, termination, enforcement, interpretation or validity of these Terms, and the determination of the scope or applicability of this agreement to arbitrate; (ii) App Content or Users Content; (iii) purchases made by a User in connection with the App or App Content, and (iv) the use of Third-Party Services, (collectively, a “dispute”), shall be determined by arbitration in Providence, Rhode Island, before one arbitrator(s). The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the “Expedited Procedures” in those Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. All arbitrations shall be conducted and resolved on an individual basis and not a class-wide, multiple plaintiff or similar basis. No arbitration shall be consolidated with any other arbitration proceeding involving any other person or entity. Upon final judgment by the arbitrator of a dispute, any award rendered shall be binding and may be entered as a judgment in any court with appropriate jurisdiction, and the parties consent to jurisdiction therein for the purpose of such enforcement. Notwithstanding the foregoing, Allspice may seek emergency injunctive relief or other relief in any court of competent jurisdiction for your breach or threatened breach of Section 2(b) or Section 5 of these Terms of Use. This agreement to arbitrate shall be referred to as the “Arbitration Agreement.”
Opt-Out Right. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out within thirty (30) days after first becoming subject to this Arbitration Agreement in accordance with the notice requirements in Section 12 below. If you opt out of this Arbitration Agreement, all other provisions of these Terms of Use will continue to apply to you.
Arbitration Agreement Severability. Except as provided in this Section 11 if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Attorney’s Fees. The prevailing party in any dispute shall be entitled to, and the non-prevailing party shall pay, the prevailing party’s third-party attorneys’ fees and other third-party costs reasonably incurred by the prevailing party in connection with the resolution of the dispute and in connection with the enforcement of the judgment or arbitration award in favor of the prevailing party. The non-prevailing party shall pay those fees and costs to the prevailing party upon the demand notice of the prevailing party.

13. Notices

Notices from one party to any other party must be in the English language and must be reasonably detailed. Notices shall be effective on the date on which the notice is delivered to the notified party’s authorized email address or as published by Allspice as described herein. Until you receive notice of a different email address from us, Allspice’s authorized email address for all purposes of these Terms of Use shall be the following: support@allspicelabs.com. A copy of each notice to Allspice shall be simultaneously sent to the attention of Brandon Bisbano at the following email address: brandon@allspicelabs.com. The App may provide notices to you by contacting you via a current email address you have provided to Allspice, as well as by posting the applicable notice prominently on the App website (www.allspiceapp.us). DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE.

If you believe that any User Content violates your copyright, then in accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the “DMCA”), you should provide us with written notice containing at least the following information:

A physical or electronic signature (i.e., “/s/ (print name)”) of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

Identification of the work(s) claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site and a statement of ownership of such work(s);

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;

A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and

Include the following statement: “I have a good faith belief that the use of the copyrighted materials described above and contained on the service is not authorized by the copyright owner, its agent or protection of law.”

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA notice may not be effective.

If you believe that your User Content was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated below. Pursuant to the DMCA, the Counter Notice must include substantially the following:

Your physical or electronic signature.

An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.

Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.

A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

All DMCA notices should be sent to our designated agent as follows: [Brandon Bisbano, 188 Valley Street, Suite 101, Providence RI 02909, +1(401)-440-8976, brandon@allspicelabs.com]. It is the policy of Allspice to terminate the user accounts of repeat infringers. Please be aware that if you knowingly materially misrepresent that material or activity on the Application is infringing your copyright, or was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

14. Governing Law and Jurisdiction

These Terms of Use and all matters in connection or relating to the subject matter hereof (including the interpretation of these Terms of Use) and the Arbitration Agreement, shall be governed by and construed under the laws of Rhode Island, without giving effect to any conflict of laws rules or provisions. Subject to above Section 10 (Class Action Waiver) and Section 11 (Dispute Resolution) of these Terms of Use, each party shall and does consent and submit to the exclusive personal jurisdiction of the courts in Providence, Rhode Island for any such action.

15. Miscellaneous

Assignment and Delegation. We may assign our rights and delegate our obligations under these Terms of Use, in whole or in part, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. You hereby grant your prior consent in advance to such assignment and or delegation of obligations. You may not and shall not assign any of your rights or delegate any of your obligations under these Terms of Use. Any purported assignment or delegation in violation of this Section 14(a) is null and void. No assignment or delegation relieves either party of any of its obligations under these Terms of Use for any period prior to such assignment or delegation.
Force Majeure. Allspice shall not be liable for a failure or delay in performing any of its obligations under these Terms of Use to the extent that such failure or delay is due to causes beyond its reasonable control, including, without limitation, the following: (i) Acts of God; (ii) flood, fire, earthquake, hurricanes or other natural disasters or catastrophes; (iii) epidemics, pandemics or other viral outbreaks; (iv) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (v) government order, law, or actions; and (vi) telecommunication breakdowns, power outages or shortages.
No Waiver of Rights. The failure by us to enforce any right or provision of these Terms of Use shall not prevent any party from enforcing such right or provision in the future. No waiver by a party of any of the provisions of these Terms of Use is effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms of Use operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. If any provision of these Terms of Use is found to be unlawful or unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the enforceability of any other provisions.
Interpretation. The headings of the paragraphs and subparagraphs contained in these Terms of Use are included for reference purposes only, solely for the convenience of the parties, and shall not in any way be deemed to affect the meaning, interpretation or applicability of these Terms of Use or provision hereof. When the context requires, the plural shall include the singular and the singular the plural; and any gender shall include any other gender. All references to “including” or “includes” or any variation thereof shall be deemed to include the terms “without limitation”. The words “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to these Terms of Use as a whole. To the extent not prohibited by applicable law, these Terms of Use shall not be construed against the party who drafted these Terms of Use.
Entire Agreement. These Terms of Use constitute the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
California Consumer Disclosure. Pursuant to California Civil Code §1789.3, California residents are also entitled to the following specific consumer rights notice:

“Complaints regarding the Website or requests to receive further information regarding use of the Website may be sent to support@allspicelabs.com or 188 Valley Street, Suite 101, Providence RI 02909.

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245 or (800) 952-5210. Hearing impaired persons may call TDD (800)-326-2297 or TDD (916)-928-1227, see www.dca.ca.gov for additional information.