Baristi Terms of Service

Last Updated November 22, 2024

These Terms of Service (which, together with the Business Terms below, are the “Terms”) describes the terms and conditions for users accessing or using the Service without an Account or those registering Accounts on or after November 22, 2024.

The terms “we”, “us”, “our”, and “Baristi” refer to Shack in the Back Industries d/b/a Baristi and Baristi Coffee Bureau, a California 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, by posting notice on the Service, by an in-Service alert the first time you use the Service after we make the change, and/or by other method 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.

Accounts. You must create an Account and provide certain information about yourself in order to use some of the features that are offered through the Service. You are responsible for maintaining the confidentiality of your Account password. You are also responsible for all activities that occur in connection with your Account. You agree to notify us immediately of any unauthorized use of your Account. We reserve the right to close your Account at any time for any or no reason.

Account for Personal Use Only. Your Account is for your personal, non-commercial use only, and you may not create or use a Consumer Account for anyone other than yourself. We ask that you provide complete and accurate information about yourself when creating an Account in order to bolster your credibility as a contributor to the Service. You may not impersonate someone else, provide an email address other than your own, create multiple Accounts, or transfer your Consumer Account to another person without Baristi ’s prior approval.

Communications from Baristi and Others. By accessing or using the Service, you consent to receive communications from Baristi through the Service, or through any other means such as emails, push notifications, text messages (including SMS and MMS), and phone calls. These communications may promote Baristi or businesses listed on Baristi , and may be initiated by Baristi , or businesses listed on Baristi. You further understand that communications may be sent using an automatic telephone dialing system, and that you may be charged by your phone carrier for certain communications such as SMS messages or phone calls. You agree to notify us immediately if the phone number(s) you have provided to us have been changed or disconnected. Please note that any communications, including phone calls, with Baristi or made through the Service may be monitored and recorded for quality purposes. You can opt-out of certain communications here.

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. Please note that you also irrevocably grant and any Other Media the right to access Your Content in connection with their use of the Service and any Other Media. Finally, you irrevocably waive, and cause to be waived, against Baristi and its users any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.

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, design, compilation (including, but not limited to, our selection, coordination, aggregation, and arrangement of User Content and other Service Content), computer code, products, software, aggregate star ratings, and all other elements and components of the Service excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with the Baristi Content and the Service, which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws. As such, you may not sell, license, copy, publish, modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way use or exploit any of the Baristi Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Service and the Baristi Content are retained by us.

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. The manner, mode and extent of such advertising are subject to change without specific notice to you.

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. Except as required by law, we have no obligation to retain or provide you with copies of Your Content, and we do not guarantee any confidentiality with respect to Your Content. 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, and will not assist, encourage, or enable others to use the Service 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 here.
You agree not to use the Service to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature.
You agree not to Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Service Content, or features that enforce limitations on the use 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 of the services made available through the Service and Third Party Services may be subject to additional third party terms of service, privacy policies, licensing terms and disclosures, and other terms, conditions, and policies, including without limitation the ones posted here. It is your responsibility to familiarize yourself with any such applicable third party terms.

INDEMNITY
You agree to indemnify, defend, and hold harmless Baristi its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents, contractors and representatives of each of them (collectively, the “Baristi Entities”) from and against any and all third party claims, actions, demands, losses, damages, costs, liabilities and expenses (including but not limited to attorneys’ fees and court costs) arising out of or relating to your access to or use of the Service, including Your Content or your violation of these Terms. Baristi reserves the right, at your expense, to assume the exclusive defense and control 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 the prior written consent of Baristi . Baristi will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

DISCLAIMERS AND LIMITATIONS OF LIABILITY

THE SERVICE AND SERVICE CONTENT ARE MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE BARISTI ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT OR THIRD PARTY CONTENT. AS SUCH, YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. THE BARISTI ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE SERVICE, ITS SAFETY OR SECURITY, INCLUDING WITHOUT LIMITATION THE SECURITY OF YOUR DATA, OR THE SERVICE CONTENT.

To THE FULL EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT THE BARISTI ENTITIES ARE NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICE’S INOPERABILITY, DEPLETION OF BATTERY POWER OR OTHER IMPAIRMENT OF DEVICES USED TO ACCESS THE SERVICE, SERVICE UNAVAILABILITY, SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT OR OMISSION OF CONTENT, ORDER, AND DISPLAY), METRICS OR OTHER CONTENT FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SERVICE.

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE BARISTI ENTITIES WILL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS OR REVENUE, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATATHE 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. In the event of any termination of these Terms, whether by you or us, Sections captioned ”DEFINITIONS”, “CONTENT”, “LICENSE AND ACCESS”, , “THIRD PARTY CONTENT AND SERVICES”, “INDEMNITY”, “DISCLAIMERS AND LIMITATIONS OF LIABILITY”, “APPLICABLE LAW”, “TERMINATION” and “GENERAL TERMS” will continue in full force and effect.

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. If any provision of the Terms is found to be unenforceable or invalid by an arbitrator or court of competent jurisdiction, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with Baristi ’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and Baristi as a result of these Terms or your use of the Service. The section titles in the Terms are for convenience only and have no legal or contractual effect.

ADDITIONAL TERMS FOR BUSINESS ACCOUNTS

Last Updated on November 22, 2024.

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. Capitalized words used but not defined in these Business Terms have the meanings described in the Terms of Service. By creating, accessing, or using your Business Account, you are agreeing to these Business Terms and concluding a legally binding contract with Baristi. You are not authorized to create, access, or use a Business Account if you do not agree to these Business Terms.

PLEASE READ THESE BUSINESS TERMS CAREFULLY AS THEY LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

In the event of any termination of these Business Terms, whether by you or us, these Business Terms in their entirety will continue in full force and effect.

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 or claimed through your Account (“Business Account”) and bind any such business (including any corresponding business entity) to the Business Terms (such business or businesses, your “Business”);
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, or allow for its display through framing or other technology;
You agree that we may contact you, including by phone or email, using the contact information you provide us, make publicly available, or that we have on record for your Business, and that our communications (including phone calls) with you may be monitored and recorded for quality purposes;
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 or other paid features from Baristi will not allow or enable You to alter reviews or ratings or impact whether, where, or how ratings and/or reviews appear on Baristi;
You acknowledge and agree that non-disparagement clauses in certain consumer contracts, such as clauses that seek to restrict or prohibit reviews (including provisions that penalize consumers for posting reviews) about your Business, are prohibited under California law (Cal. Civil Code § 1670.8) and under the federal Consumer Review Fairness Act (15 U.S. Code § 45b) and you agree that you will not include such clauses in your consumer contracts.
You represent and warrant that you will not, and will not authorize or induce any other party, to:

(a) offer incentives of any kind, such as discounts, refunds, gift cards, free merchandise or services, offers, or deals in exchange for post ratings or reviews of your Business or any product or service of your Business, or to prevent or remove reviews or ratings of your business or any product or service, and you understand and acknowledge that Baristi may publicly notify consumers about such incentives and other attempts to obtain, prevent, or remove reviews;

(b) write reviews or ratings for any product or service of your Business or of your competitors’ businesses;

(d) use any automated means or form of scraping or data extraction to access or otherwise collect Baristi data, content and/or ratings;

(e) use any Baristi trademark or service mark in any manner without Baristi’s prior written consent; or

(f) misrepresent your identity or affiliation to anyone in connection with Baristi.

DISCLAIMERS AND LIMITATIONS OF LIABILITY

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF BARISTI TO YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUT ONLY TO SUCH EXTENT. FOR CLARITY, THE BELOW APPLIES IN ADDITION TO THE DISCLAIMERS AND LIMITATIONS OF LIABILITY DETAILED IN THE GENERAL TERMS.

The federal Communications Decency Act (47 U.S. Code § 230) limits the liability of interactive computer services, like Baristi, for their role in publishing third-party Content, including consumer reviews. Additionally, anti-SLAPP laws, such as Cal. Civ. Proc. Code § 425.16 in California, may require you to pay Baristi’s attorneys’ fees if you attempt to impose such liability on Baristi 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. UNLESS BOTH YOU AND BARISTI AGREE OTHERWISE, BUSINESS CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED MAY NOT BE CONSOLIDATED OR JOINED INANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.