4.  To promote the Grabbi Platform and to increase the exposure of the platform to potential Shoppers, Store Merchandise, and other Merchant Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements.

5.  The Grabbi Platform may contain links to third-party websites or resources ("Third-Party Services"). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Grabbi is not responsible or liable for the availability or accuracy of such Third-Party Services or liable for the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Grabbi of such Third-Party Services.

6.  Due to the nature of the Internet, Grabbi cannot guarantee the continuous and uninterrupted availability and accessibility of the Grabbi Platform. Grabbi may restrict the availability of the Grabbi Platform or certain areas or features thereof, if this is necessary in regards to capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Grabbi Platform. Grabbi may improve, enhance, and modify the Grabbi Platform and introduce new Services from time to time.

1.  You must be at least 18 years old and able to enter into legally binding contracts to access and use the Grabbi Platform or register an Account. By accessing or using the Grabbi Platform, you represent and warrant that you are 18 years old or older and have the legal capacity and authority to enter into a contract.

2.  User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes and as permitted by applicable laws, we may, but have no obligation to, (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members; (ii) screen Members against third-party databases or other sources and request reports from service providers; and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions, 2or an equivalent version of background checks, or other checks in your local jurisdiction (if available).

3.  As a Merchant, you are responsible for checking a valid form of identification that includes, but is not limited to, the following: (i) a valid motor vehicle operator’s license, (ii) a passport issued by the U.S. or by a foreign government, or (iii) a valid identification card issued to a member of the Armed Forces that includes a date of birth and a picture, showing the legal age of the Shopper.

4.  You must register an account ("Account") to access and use certain features of the Grabbi Platform, such as locating nearby stores, scanning products, and paying through third party services, such as Apple Pay. If you are registering an Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

5.  You agree to provide true, accurate, current, and complete information about yourself as prompted by the membership Platform and process (such information being the "Membership Data"). If you knowingly provide any information that is untrue, inaccurate, not current, or incomplete or Grabbi has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Grabbi has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). For the avoidance of doubt and without limiting the foregoing, Grabbi may suspend or terminate your Account and refuse any and all current or future use of the Grabbi Platform (or any portion thereof) for convenience at any time in Grabbi’s sole discretion.

6.  You may not register more than one (1) Account unless Grabbi authorizes you to do so. You may not assign or otherwise transfer your Account to another party.

7.  You are responsible for maintaining the confidentiality and security of your Account credentials and may not disclose your credentials to any third party. You must immediately notify Grabbi if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Account. You are liable for any and all activities conducted through your Account unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report to Grabbi the unauthorized use or loss of your credentials).

8.  Grabbi may enable features that allow you to authorize other Members or certain third parties to take certain actions that affect your Account. These features do not require that you share your credentials with any other person. No third party is authorized by Grabbi to ask for your credentials and you shall not request the credentials of another Member.

1.  You are solely responsible for complying with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Grabbi Platform.

2.  The Grabbi Platform may only be used for lawful purposes by all Members regardless of whether the Member is seeking to purchase Store Merchandise or the Member is providing Store Merchandise. In connection with your use of the Grabbi Platform, you will not and will not assist or enable others to do any of the following:

1. breach or circumvent any applicable laws or regulations; agreements with third-parties; third-party rights; or our Terms, policies, and standards;
2. use the Grabbi Platform or Collective Content (as defined below in Section 5) for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Grabbi’s endorsement, partnership, or otherwise misleads others as to your affiliation with Grabbi;
3. copy, store, or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Grabbi Platform in any way that is inconsistent with Grabbi’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Members or third parties;
4. use the Grabbi Platform in connection with the distribution of unsolicited commercial messages ("Spam");
5. offer, as a Merchant, any Merchant Store Merchandise that you do not yourself own or have permission to make available through the Grabbi Platform;
6. discriminate against or harass anyone on the basis of race; national origin; religion; gender; gender identity; physical or mental disability; medical condition; marital status, age; sexual orientation; or otherwise engage in any abusive, offensive, or disruptive behavior;
7. without Grabbi’s express written consent, you are restricted from using, displaying, mirroring, or framing the Grabbi Platform, Collective Content, or any individual element within the Grabbi Platform, including, but not limited to, Grabbi’s name; Grabbi’s trademarks, logos, or other proprietary information; or the layout and design of any page or form contained on a page within the Grabbi Platform;
8. dilute, tarnish, or otherwise harm the Grabbi brand in any way, including but not limited to, unauthorized use of Collective Content; registering and/or using Grabbi or derivative terms in domain names, trade names, trademarks, or other source identifiers; or registering and/or using domain names, trade names, trademarks, or other source identifiers that closely imitate or are confusingly similar to Grabbi domains, trademarks, taglines, promotional campaigns, or Collective Content;
9. use any robot, spider, crawler, scraper, or other automated means or processes to access, collect data, or other content from or otherwise interact with the Grabbi Platform for any purpose;
10. avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Grabbi or any of Grabbi’s providers or any other third party to protect the Grabbi Platform;
11. attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Grabbi Platform;
12. take any action that damages or adversely affects or could damage or adversely affect the performance or proper functioning of the Grabbi Platform;
13. export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
14. violate or infringe on any person’s rights or otherwise cause harm to anyone.

3.  The access to, or use of, certain areas and features of the Grabbi Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and any other terms and conditions applicable to a specific area or feature of the Grabbi Platform, the latter terms and conditions will take precedence with respect to your access to, or use of, that area or feature, unless specified otherwise.

4.  You acknowledge that Grabbi has no obligation to monitor the access to, or use of, the Grabbi Platform by any Member or to review, investigate, disable access to, or edit any Member Content, but Grabbi has the right to do so in order to do any of the following: (i) operate, secure, and improve the Grabbi Platform (including, but not limited to, fraud prevention, risk assessment, enforcement of the Terms, and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement, or other administrative agency or governmental body; (iv) respond to Member Content that Grabbi, in its sole discretion, determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Members agree to cooperate with and assist Grabbi in good faith and to provide Grabbi with such information and take such actions as may be reasonably requested by Grabbi with respect to any investigation undertaken by Grabbi or a representative of Grabbi regarding the use or abuse of the Grabbi Platform.

5.  If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to, anyone who (i) engages in offensive, violent, or sexually inappropriate behavior; (ii) you suspect of stealing from you; or (iii) engages in any other disturbing conduct, you should immediately report such person to Grabbi by contacting us, provided that your report will not obligate us to take any action beyond that what is required by law (if any) or cause us to incur any liability to you. At its sole discretion, Grabbi will determine whether any report provided to Grabbi warrants action to be taken against the Member(s) described in the report.

6.  If Grabbi becomes aware of any possible or actual violations committed by you under these Terms, Grabbi reserves the right to investigate such violations and to take appropriate action to enforce Grabbi’s rights under these Terms and the applicable law. If, as a result of the investigation, Grabbi believes that criminal activity has occurred, Grabbi reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Grabbi is entitled, except to the extent prohibited by applicable law, to disclose any information or materials related to the Store Merchandise, including Member Content and Membership Data in Grabbi’s possession in connection with your use of the Application or the Services to (i) comply with applicable laws, legal process, or governmental request; (ii) enforce the Terms; (iii) respond to any claims that Member Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property, or personal safety of Grabbi, its Members or the public, and all enforcement or other government officials as Grabbi in its sole discretion believes to be necessary or appropriate.

1.  Grabbi reserves the right to modify these Terms at any time in accordance with this provision. If we make any changes to these Terms, we will post the revised Terms on the Grabbi Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate the Agreement before the date the revised Terms becomes effective, your continued access to or use of the Grabbi Platform will constitute acceptance of the revised Terms.

1.  The Services consist of interactive features that may allow Members, in Grabbi’s sole discretion to, (i) create, upload, post, transmit, and/or store content, including but not limited to text, items, or other materials or information on or through the Grabbi Platform (collectively, "Member Content"); and (ii) access and view Member Content and any content that Grabbi itself makes available on or through the Grabbi Platform, including proprietary Grabbi content and any content licensed or authorized for use by or through Grabbi from a third party ("Grabbi Content" and, together with Member Content, "Collective Content").

2.  You acknowledge and agree that the Grabbi Platform and any necessary software used in connection with the Grabbi Platform ("Software") contain proprietary and confidential information that is the property of Grabbi and its licensors and is protected by applicable intellectual property and other laws. No rights or title of to any of the Software used in connection with the Grabbi Platform is provided, transferred, or assigned to you. You further acknowledge and agree that content contained in advertisements or information presented to you through the Grabbi Platform or advertisers is protected by copyright, trademarks, service marks, patent, privacy, and/or other proprietary rights and laws. Except as expressly authorized by Grabbi or advertisers, you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Grabbi Platform or Software, in whole or in part, at any time. You also acknowledge Grabbi’s exclusive rights in the Grabbi trademark and service mark.

Trademarks, service marks, logos, and copyrighted works appearing on the Grabbi Platform are the property of Grabbi or the party that provided such intellectual property to Grabbi. Grabbi and any party that provides intellectual property to the Grabbi Platform  retain all rights with respect to any of their respective intellectual property appearing on the Grabbi Platform and no rights in such materials are transferred or assigned to you, in whole or in part, at any time under no circumstances.

3.  You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Grabbi Platform or any Collective Content, except to the extent that you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Grabbi or its licensors or licensees, except for the licenses and rights expressly granted in these Terms.

4.  Subject to your compliance with these Terms, Grabbi grants you, solely for your own personal use, a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s) and (ii) access and view any Collective Content made available on or through the Grabbi Platform that is accessible to you.

5.  By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through, the Grabbi Platform, you grant to Grabbi a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable, and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the Grabbi Platform in any media or platform. Without limiting the foregoing, when you submit Member Content, you agree that this submission accords Grabbi the right to sublicense such Member Content to other companies, organizations, or individuals in any and all media or distribution methods, now known or later developed. No such use of Member Content shall entitle you to any compensation from Grabbi or from any other companies, organizations, or individuals. Unless you provide specific consent, Grabbi does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your own Member Content.

6.  You are solely responsible for all Member Content that you make available on or through the Grabbi Platform. Accordingly, you represent and warrant that (i) you are either the sole and exclusive owner of all the Member Content that you made available on or through the Grabbi Platform or you have all rights, licenses, consents, and releases that are necessary to grant to Grabbi the rights in and to such Member Content as contemplated under these Terms and (ii) neither the Member Content nor your posting, uploading, publication, submission, or transmission of the Member Content or Grabbi’s use of the Member Content (or any portion thereof) will infringe; misappropriate; or violate a third party's patent, copyright, trademark, trade secret, moral rights, proprietary, other intellectual property, publicity, or privacy rights or result in the violation of any applicable law or regulation. While we are not obligated to do so, we reserve the right and have absolute discretion to review, screen, and delete Member Content at any time and for any reason with or without notice.

7.  You will not post, upload, publish, submit, or transmit any Member Content that (i) is fraudulent, false, misleading (directly, by omission, or by failing to update profile information), or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar, or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (iv) is violent, threatens violence, or promotes violence; (v) promotes illegal or harmful activities or substances; or (vi) violates any other Grabbi policy. Grabbi may, without prior notice, remove or disable access to any Member Content that Grabbi finds to be in violation of these Terms or Grabbi’s then-current policies or standards or otherwise may be harmful or objectionable to Grabbi, its Members, third parties, or property in Grabbi’s sole discretion

8.  Grabbi respects copyright law and expects its Members respect the copyrights of others on the Grabbi Platform. If you believe that any content on the Grabbi Platform infringes on your or another’s copyright, please notify us in accordance with Section 19 below.

Grabbi uses third-party solutions in order to securely sign in users into the Grabbi Platform.

1. Google Sign-In Button — This button means for platforms, such as the Grabbi Platform, to request permission to access a user’s information on Google. Users may grant access to their identity as well as additional specified services in order to sign into the Grabbi Platform. For more information on signing in with Google, you can go to https://www.google.com/accounts/authsub/terms.html
2. Sign in with Apple Button — This button means for platforms, such as the Grabbi Platform, to request permission to access a user’s information on Apple. Users may grant access to their identity, Apple ID, or additional specified services in order to sign into the Grabbi Platform. For more information on signing in with Apple, you can go to https://support.apple.com/en-us/HT210318

1. Merchants using the Grabbi Platform will receive ACH payment deposits for confirmed transactions within 3-5 business days. The cost for each ACH payment deposit sent will be paid by the Merchant before the outstanding balance is sent from Grabbi to the Merchant.
2. In order to receive ACH payment deposits, the merchant agrees to provide Grabbi with the following: full name, routing number, and bank account number in order to properly set up ACH payments to the Merchant.
3. The information provided above by the Merchant will be encrypted and securely stored on Grabbi’s databases. Grabbi is not liable or responsible for the accuracy of the information provided by the Merchant.

1. The merchant fee structure will be addressed in a separate contract between Grabbi and the Merchant, titled “Merchant Fees.”

1.  Members agree to cooperate with and assist Grabbi in good faith and to provide Grabbi with such information and to take such actions as may be reasonably requested by Grabbi in connection with any complaints or claims made by Members relating to Product listings, transactions, or Store Merchandise. However, the Members are ultimately responsible for resolving their own disputes with other Members. If a dispute cannot be resolved, the Members should seek third-party dispute resolution solutions, such as mediation or arbitration. Grabbi is not responsible for resolving disputes between Members in regard to the terms and conditions set forth in the Listing.

1.  Members agree to cooperate with and assist Grabbi in good faith and to provide Grabbi with such information and to take such actions as may be reasonably requested by Grabbi in connection with any complaints or claims made by Members relating to Product listings, transactions, or Store Merchandise. However, the Members are ultimately responsible for resolving their own disputes with other Members. If a dispute cannot be resolved, the Members should seek third-party dispute resolution solutions, such as mediation or arbitration. Grabbi is not responsible for resolving disputes between Members in regard to the terms and conditions set forth in the Listing.

1.  Merchants and Shoppers are responsible for any modifications to a transaction that they make via the Grabbi Platform ("Modifications") and agree to pay any increases in the product price, fees, and/or Taxes associated with such Modifications.

2.  Merchants can cancel a confirmed purchase at any time on the Grabbi Platform or by emailing Grabbi at support@grabbi.shop. The Shopper must adhere to the Merchant’s cancellation and refund policies. Grabbi does not enforce its own refund or cancellation policy. The decision to cancel a confirmed purchase is made between the Merchant and the Shopper.

3.  If a Merchant cancels a confirmed purchase, the Shopper will receive a full refund of the total fees for the purchase and Grabbi may publish an automated review on the Product cancelled by the Merchant indicating that a transaction was cancelled.

4.  In certain circumstances, Grabbi may decide, in its sole discretion, that it is necessary to cancel a confirmed purchase and make appropriate refund and payout decisions, such as, but not limited to, for the following reasons: (i) where Grabbi, taking into account the legitimate interests of both parties, believes in good faith that it is necessary to avoid significant harm to Grabbi, other Members, third parties, or property or (ii) for any of the reasons set out in these Terms.

1.  If you have a dispute with one or more Members, you release us and our affiliates, and subsidiaries along with our and their respective officers, directors, employees, and agents from any claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. You understand that it is your own responsibility to resolve any disputes you have with any other Members and that Grabbi is not responsible or obligated to resolve or help resolve any disputes you may have with another Member.

2.  In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

1.  Merchants are solely responsible for determining their own obligations to report, collect, remit, or include in the product price any applicable VAT or other indirect sales taxes, income taxes, or other taxes ("Taxes").

2.  Tax regulations may require us to collect appropriate tax information from Merchants, to withhold Taxes from payouts to a Merchant, or both. If a Merchant fails to provide us with documentation that in our discretion is sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to the Merchant, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both until resolution of the issue.

3.  You understand that any appropriate governmental agency, department, and/or authority ("Tax Authority") where you are located may require Taxes to be collected from either Shoppers or Merchants on product prices and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the product prices set by Merchants.

1.  Subject to this Section, these Terms will remain in full force and effect while you use the Grabbi Platform.

2.  You may terminate this Agreement at any time by sending us an email at support@grabbi.shop. If you cancel your Account as a Merchant, you are still responsible for fulfilling and completing the terms of any confirmed purchases for which products have been sold and the payment transactions are pending. If you cancel your Account as a Shopper, you are still responsible for fulfilling and completing the terms of any confirmed purchases for products you have purchased and have in your possession.

3.  Without limiting our rights specified below, Grabbi may terminate this Agreement for convenience at any time by giving you notice via email to your registered email address.

4.  Grabbi may immediately, without notice, terminate this Agreement if (i) you have materially breached your obligations under these Terms, our policies, or standards; (ii) you have violated applicable laws, regulations, or third party rights; or (iii) Grabbi believes in good faith that such action is reasonably necessary to protect the personal safety or property of Grabbi, its Members, or third parties (for example in the case of fraudulent behavior of a Member).

5.  Grabbi may take any of the following measures:

1. refuse to surface, delete, or delay any product listings or other Member Content;
2. cancel any pending or confirmed transactions;
3. limit your access to, or use of, the Grabbi Platform;
4. temporarily or permanently revoke any special status associated with your Account; or
5. temporarily or permanently suspend your Account.

6.  Grabbi may pursue any of the above measures for the following reasons: (i) in order to comply with applicable law, the order or request of a court, law enforcement, or other administrative agency or governmental body; (ii) if you have breached these Terms, our policies or standards, applicable laws, regulations, or third party rights; (iii) you provided inaccurate, fraudulent, outdated, or incomplete information during the Grabbi Account registration, product listing process, or thereafter; (iv) if you and/or your product listings or Store Merchandise at any time fail to meet any applicable quality or eligibility criteria; (v) if you have repeatedly received poor ratings or reviews or Grabbi otherwise becomes aware of or has received complaints about your performance or conduct; (vi) if you have repeatedly cancelled confirmed transactions or failed to respond to Shoppers’ inquiries without a valid reason; or (vii) if Grabbi believes in good faith that such action is reasonably necessary to protect the personal safety or property of Grabbi, its Members, or third parties or to prevent fraud or other illegal activity.

7.  In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Grabbi and an opportunity to resolve the issue where the resolution of the issue will be determined at Grabbi’s sole discretion.

8.  When this Agreement has been terminated, you are not entitled to a restoration of your Account or any of your Member Content. If your access to, or use of, the Grabbi Platform has been limited or your Account has been suspended or this Agreement has been terminated by us, you may not register a new Account or access or use the Grabbi Platform through an Account of another Member.

9.  If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.

If you choose to use the Grabbi Platform or Collective Content, you do so voluntarily and at your sole risk. The Grabbi Platform and the Collective Content is provided “as is”, without warranty of any kind, either express or implied. To the extent permitted by law, GRABBI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GRABBI MAKES NO WARRANTY THAT (1) THE GRABBI PLATFORM WILL MEET YOUR REQUIREMENTS; (2) THE GRABBI PLATFORM WILL BE UNINTERRUPTED, TIMELY SECURE, OR ERROR-FREE; (3) THE RESULTS OF USING THE GRABBI PLATFORM WILL BE ACCURATE OR RELIABLE; (4) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH YOUR USE OF THE GRABBI PLATFORM WILL MEET YOUR EXPECTATIONS; OR (5) THAT THE SOFTWARE WILL BE ERROR-FREE AND/OR ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

No advice or information, whether oral or written, obtained by you from Grabbi or through or from the Grabbi Platform shall create a warranty not expressly stated in these Terms.

You agree that you have had whatever opportunity you deem necessary to investigate the Services, laws, rules, or regulations that may be applicable to your product listings and/or Store Merchandise ;you are providing or receiving and that you are not relying upon any statement of law or fact made by Grabbi relating to a Product Listing.

If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights; however, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

1.  You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Grabbi Platform and Collective Content, your publishing of or purchasing through any Product Listing via the Grabbi Platform, your use of any of a Merchant’s Store Merchandise, or any other interaction you have with other Members whether in person or online remains with you. USE OF THE GRABBIT PLATFORM IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS FROM YOUR USE OF THE GRABBI PLATFORM.

2.  Except for our obligations to pay amounts to applicable Merchants pursuant to these Terms, in no event will Grabbi’s aggregate liability arising out of, or in connection with these Terms and your use of the Grabbi Platform including, but not limited to, from your publishing of Member Content, purchasing through any Product lListings via the Grabbi Platform, from your use of or inability to use the Grabbi Platform or Collective Content in connection with any Store Merchandise, or your interactions with any other Members, exceed one hundred U.S. dollars (US$100). The limitations of damages set forth above are fundamental elements of the basis of the bargain between Grabbi and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect Grabbi’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.

1.  You agree to release, defend (at Grabbi’s option), indemnify, and hold Grabbi and its affiliates and subsidiaries along with our and their officers, directors, employees and agents, harmless from any and all loss, cost, injury, liability, claims, damages, or demand of any kind, including, but not limited to, legal and accounting fees and related costs made by or arising out of or in connection with your use of the Grabbi Platform in violation of these Terms and/or your violation of any rights of another or any applicable law, rule, or regulation.

1.  If there is any dispute about or involving Grabbi and/or the Grabbi Platform, you agree that any dispute shall be governed by the laws of the State of California, without regard to its conflict of law provisions.

1.  (a) Mediation
If there is any dispute about or involving the Grabbi Platform or the Terms that cannot be resolved amicably, you agree that the dispute shall first be submitted to confidential mediation for a good faith resolution that shall take place in San Francisco, California. The parties shall mutually agree upon a meditation service. The mediation shall commence upon the parties’ provision of a joint written request for mediation to the mediation service. Such request shall include a sufficient description of the dispute and relief requested. Each party shall cooperate with the mediation service in all reasonable respects and participate in good faith wherever required.

Mediation fees and expenses shall be borne equally by the parties. All communications, whether oral or written, are confidential and will be treated by the parties as compromise & settlement negotiations for the purposes of Federal Rule of Evidence 408 as well as any applicable corresponding state rules. Notwithstanding the foregoing, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may seek equitable relief, such as an injunction, prior to or during the mediation in order to preserve the status quo and protect its interests during the process. If, after the earlier of: (i) 60 days following the commencement of a mediation hereunder or (ii) completion of the initial mediation session, the parties have still not come to a resolution for any reason (including a failure to actually meditate), they shall seek to resolve the dispute by binding arbitration as more fully set forth below. Until such time, neither binding arbitration nor litigation may be pursued by the parties.

(b) Arbitration
If the dispute is not resolved in mediation as described above, then arbitration will be administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a panel of one or three arbitrators sitting in San Francisco, California. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of California.

The decision of the arbitrators shall be in writing with written findings of fact and shall be final and binding on the Parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to award consequential damages, indirect damages, incidental damages, special damages, exemplary damages, punitive damages, or specific performance. The prevailing party in any arbitration shall be entitled to recover its reasonable, outside attorneys’ fees, and related costs. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement, except that a Party may seek a preliminary injunction or other injunctive relief in any court of competent jurisdiction if in its reasonable judgment such action is necessary to avoid irreparable harm.

2.  Changes. Notwithstanding the provisions of Section 4 (“Modification of these Terms”), if Grabbi changes this Section 18 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email at support@grabbi.shop) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Grabbi’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any dispute between you and Grabbi in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” Section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).

3.  Survival. Except as provided in Section 18.10 and subject to Section 13.9, this Section 18 will survive any termination of these Terms and will continue to apply even if you stop using the Grabbi Platform or terminate your Account.

4.  YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE GRABBI PLATFORM OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

1.  We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Grabbi Platform ("Feedback"). You may submit Feedback by emailing us, through the “Footer” section of the Grabbi Platform or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose without compensation to you.

1.  Grabbi is committed to complying with U.S. copyright law and responding to claims of copyright infringement. We have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of Members of the Grabbi Platform who are repeat infringers of intellectual property rights, including copyrights. Grabbi will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c) ("DMCA").

2.  Pursuant to the DMCA, notifications of claimed copyright infringement must be submitted in writing to our Designated Copyright Agent in the manner described below:

1. By Mail:
   Grabbi LLC. 2526 Alida St, Oakland, CA 94602 By Email: support@grabbi.shop

3.  For your complaint to be valid under the DMCA, you must provide all of the following information when providing notice of the claimed copyright infringement:

1. A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work claimed to have been infringed;
3. Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled as well as information reasonably sufficient to permit Grabbi to locate the material;
4. Information reasonably sufficient to permit Grabbi to contact the copyright owner, such as an address, telephone number, and, if available, an electronic mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

4.  For more details on the information required for valid notification, see 17 U.S.C. 512(c)(3).

5.  You should be aware that, under the DMCA, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, court costs, and attorneys’ fees.

1.  Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Grabbi and you pertaining to the subject matter hereof and supersedes any and all prior oral or written understandings or agreements between Grabbi and you in relation to the access to and use of the Grabbi Platform.

2.  No joint venture, partnership, employment, or agency relationship exists between you and Grabbi as a result of this Agreement or your use of the Grabbi Platform.

3.  These Terms do not and are not intended to confer any rights or remedies upon any person other than the Members and Grabbi.

4.  If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

5.  Grabbi’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

6.  You may not assign, transfer, or delegate this Agreement and your rights and obligations hereunder without Grabbi's prior written consent. Grabbi may without restriction assign, transfer, or delegate this Agreement and any rights and obligations hereunder, at its sole discretion. Your right to terminate this Agreement at any time remains unaffected.

7.  Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be in writing and given by Grabbi via email, the Grabbi Platform notification, or messaging service (including SMS). The date of receipt will be deemed the date on which Grabbi transmits the notice.

8.  If you have any questions about these Terms, please email us at support@grabbi.shop or contact us at: Grabbi, LLC. 2526 Alida St, Oakland, CA 94602, United States.