Baristi Terms of Service

Baristi Terms of Service

Last Updated on February 15, 2025.

These Terms of Service (which, together with the Business Terms below, are the “Terms”) describe the terms and conditions for users accessing or using the Service without an Account or those registering Accounts on or after February 15, 2025.

The terms “we”, “us”, “our”, and “Baristi” refer to Baristi LLC, a California Limited Liability Corporation, with its headquarters in Los Angeles, California. When you use the Service, you consent to be bound by these Terms. Do not access or use the Service if you are unwilling or unable to be bound by the Terms. These Terms govern your access to and use of our products and services, including those offered through our websites, events, communications (e.g., emails, phone calls, and texts) and mobile applications (collectively, the “Service”). By accessing or using the Service, you are agreeing to these Terms, which form a legally binding contract with Baristi Coffee Bureau.

ADDITIONAL DEFINITIONS

• “Content” means text, images, photos, audio, video, and all other forms of data or communication.
• “Your Content” means Content that you submit or transmit to, through, or in connection with the Service, such as ratings, reviews, and information that you contribute to your user profile.
• “User Content” means Content that users submit or transmit to, through, or in connection with the Service.
• “Baristi Content” means Content that we create and make available in connection with the Service.
• “Third Party Content” means Content that originates from parties other than Baristi or its users, which is made available in connection with the Service.
• “Service Content” means all of the Content that is made available in connection with the Service, including Your Content, User Content, Baristi Content, and Third Party Content.

CHANGES TO THE TERMS

We may update our Terms from time to time. The most current version of the Terms will be located here. You understand and agree that your access to or use of the Service is governed by the Terms effective at the time of your access to or use of the Service. If we make material changes to these Terms, we will notify you by:

• Email
• Posting notice on the Service
• In-Service alert the first time you use the Service after we make the change
• Other methods prior to the effective date of the changes

We will also indicate at the top of this page the date that such changes were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. You are responsible for ensuring we have an up-to-date active and deliverable email address and/or phone number for you and for periodically visiting the Terms to check for any changes. You understand and agree that your continued access to or use of the Service after the effective date of changes to the Terms represents your acceptance of such changes.

USING THE SERVICE

Eligibility

To access or use the Service, you must have the requisite power and authority to enter into these Terms. You may not access or use the Service if we have previously banned you from the Service or closed your Account.

Permission to Use the Service

We grant you permission to use the Service subject to these Terms. Your use of the Service is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, incomplete, fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate.

Service Availability

The Service may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability.

CONTENT

Responsibility for Your Content

You alone are responsible for Your Content. You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory.

Our Right to Use Your Content

We may use Your Content in a number of different ways, including by aggregating your ratings with those of other users, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose.

Ownership

As between you and Baristi, you own Your Content. We own the Baristi Content, including but not limited to visual interfaces, interactive features, graphics, and other elements of the Service.

Advertising

Baristi and its licensees may publicly display advertisements, paid content, and other information nearby or in association with Your Content. You are not entitled to any compensation for such advertisements.

Other

User Content (including any that may have been created by users employed or contracted by Baristi) does not necessarily reflect the opinion of Baristi. We reserve the right to remove, screen, edit, or reinstate User Content at our sole discretion for any reason or no reason, and without notice to you.

TRANSACTING

Generally

You can access features through the Service that allow you to order a beverage for pickup. This feature may be provided by Baristi’s third-party partners and their use may be governed by different or additional terms presented to you as part of the transaction process. Please note that such third-party partners and/or the transacting local businesses themselves are responsible for fulfilling such transactions.

Payments and Cancellations

You may be required to provide your credit card information to confirm an order and will be charged any applicable fees, including cancellation or no-show fees in accordance with the transacting local business’s cancellation policy provided at the time of order. You agree that Baristi may facilitate any such payments and charges on behalf of the transacting local business.

LICENSE AND ACCESS

Subject to your compliance with these Terms of Use, Baristi grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use our site.

• You agree not to post any fake or defamatory ratings or compensate someone or be compensated to provide a rating.
• You agree not to download, copy, or otherwise use information or content from our site for the benefit of any third party.
• You agree not to use any data mining, robots, or similar data gathering and extraction tools to access data, information, or other content on our site.
• You agree not to reverse engineer any portion of the Service unless applicable law prohibits this restriction, in which case you agree to provide us with 30 days’ prior written notice.
• You agree not to use the Service to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware, or other harmful items.
• You agree not to remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Service.
• You agree to use our site only as permitted by law and these Terms. The license granted by Baristi terminates automatically if you do not comply with these Terms.
• All rights not expressly granted to you in these Terms of Use are reserved and retained by Baristi.

THIRD PARTY CONTENT AND SERVICES

The Service may host Third Party Content or include links to other websites or applications (each, a “Third Party Service”). We do not control or endorse any Third Party Content or Third Party Service. You agree that we are not responsible for the availability, accuracy, or content of any such Third Party Content or Third Party Service. Your use of and reliance on any Third Party Content or Third Party Service is at your own risk. Some services may be subject to additional third-party terms, privacy policies, and other conditions, which you must familiarize yourself with.

INDEMNITY

You agree to indemnify, defend, and hold harmless Baristi and its affiliates from and against any and all third-party claims, demands, losses, damages, costs, liabilities, and expenses arising out of or relating to your access to or use of the Service. Baristi reserves the right, at your expense, to assume the exclusive defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without prior written consent from Baristi.

DISCLAIMERS AND LIMITATIONS OF LIABILITY

The Service and Service Content are provided “as is,” “with all faults,” and “as available.” The Baristi Entities make no claims or promises about the quality, completeness, accuracy, or reliability of the Service or its security, including the security of your data.

To the full extent permitted by law, the Baristi Entities are not liable for any personal injury, loss, or damage arising from the Service’s inoperability, security vulnerabilities, or your reliance on the quality or accuracy of the Service Content.

Your sole and exclusive remedy in case of dissatisfaction with the Service is to terminate and discontinue your access to the Service.

To the maximum extent permitted by law, the Baristi Entities will not be liable for any:

• Indirect, special, incidental, punitive, or consequential damages
• Loss of profits or revenue
• Business interruption
• Reputational harm
• Loss of information or data

The waivers and limitations specified in this section will survive and apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

APPLICABLE LAW

By using the Service, you agree that applicable federal law, and the laws of the state of California, without regard to principles of conflict of laws, will govern these Terms. Any controversy or claim arising out of or relating to these Terms or relating to use of the Service shall be resolved in a California court located in Los Angeles County, California.

TERMINATION

You may terminate the Terms at any time by closing your Account, discontinuing any access to or use of the Service, and providing Baristi with a notice of termination here. We may close your Account, suspend your ability to use certain portions of the Service, terminate any license or permission granted to you hereunder, and/or ban you altogether from the Service for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your Account, the Service, Your Content, Service Content, or any other related information.

GENERAL TERMS

Any failure on Baristi’s part to exercise or enforce any right or provision of the Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The Terms may not be waived, except pursuant to a writing executed by Baristi.

ADDITIONAL TERMS FOR BUSINESS ACCOUNTS

Last Updated on November 7, 2022.

The following terms (“Business Terms”), in addition to the Terms of Service above, govern your access to and use of your Business Account. In the event of any conflict between these Business Terms and the Terms of Service, the Business Terms apply.

ACKNOWLEDGMENTS, REPRESENTATIONS AND WARRANTIES BY YOU

In order to access or use the Services, you agree that:

• You have the authority to act on behalf of the business or businesses associated with your Business Account.
• Your access to or use of your Business Account will only be in your capacity as an authorized representative of your Business.
• You will use your Business Account for business activities.
• Your Business complies with applicable laws and does not offer, advertise, sell, or lease illegal products and/or services.
• You grant Baristi a non-transferable, non-exclusive, royalty-free limited license to display your public website on the Service.
• You agree that we may contact you, including by phone or email, using the contact information you provide us.
• You acknowledge and agree that Baristi allows consumers to post Content about your Business, including ratings and reviews.
• You acknowledge and agree that any purchase of advertising from Baristi will not allow you to alter reviews or ratings.
• You acknowledge and agree that non-disparagement clauses restricting reviews are prohibited under California and federal law.
• You represent and warrant that you will not:
  • Offer incentives in exchange for ratings or reviews.
  • Write reviews or ratings for your Business or competitors.
  • Pay or induce anyone to post, refrain from posting, or remove reviews.
  • Use automated means to collect Baristi data.
  • Use any Baristi trademark without prior written consent.
  • Misrepresent your identity or affiliation in connection with Baristi.

DISCLAIMERS AND LIMITATIONS OF LIABILITY

PLEASE READ THIS SECTION CAREFULLY AS IT LIMITS THE LIABILITY OF BARISTI.

The federal Communications Decency Act (47 U.S. Code § 230) limits the liability of interactive computer services, like Baristi, for publishing third-party Content. Additionally, anti-SLAPP laws, such as Cal. Civ. Proc. Code § 425.16, may require you to pay Baristi’s attorneys’ fees if you attempt to impose such liability through legal proceedings.

YOU AND BARISTI AGREE THAT EACH MAY BRING OR PARTICIPATE IN BUSINESS CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.