Terms of Service
1. Introduction: Our App and the ScholarZip Service
We are pleased to offer you access to our smart phone application (the “App”) and/or our website,
ScholarZipdelivery.com, through which we offer a proprietary service (the “ScholarZip Service”)
designed to connect customer users of the App (“Customers”) interested in placing orders for food,
groceries, beverages and other products and services from participating restaurants and other
merchants (“Merchants”) with independent couriers (we call them “Runners”) interested in delivering
such orders. The term “you” refers to a Customer end user of the ScholarZip Service.
2. Our Agreement: This is a binding contract between you and us. You agree to our Privacy Policy.
Please read these Terms of Service carefully. These Terms of Service and other documents we refer to in
these Terms of Service, like our Privacy Policy (together, the “Agreement“), govern your access to the
ScholarZip Service.
By clicking the “I AGREE” button, installing the App, or using the ScholarZip Service, you agree, effective
as of such date (the “Effective Date”) to be bound by this Agreement.
You are only authorized to use the App and the ScholarZip Service if you agree to abide by all applicable
laws and this Agreement. Please read this Agreement carefully and save it. If you do not agree with it,
you should not install the App and should discontinue use of the App and the ScholarZip Service
immediately.
3. About Us: We are a technology company. We are not a courier or logistics provider.
NeighborScholarZip Inc., a Delaware corporation d/b/a ScholarZip (“ScholarZip,” “us,” or “we”) is a
technology provider. You acknowledge and agree that we are not a courier, logistics provider, common
carrier or foodservice operator. We do not supply any food, groceries, beverages or other products that
are delivered to you. Runners are not our employees, representatives or agents.
4. Provision of ScholarZip Service and License Grant: We grant you rights to use the App and the
ScholarZip Service.
Subject to the terms and conditions of this Agreement, during the Term, ScholarZip: (a) will provide you
with access to the ScholarZip Service, and (b) hereby grants you a limited, non-exclusive and
nontransferable license to download, install and use the App on a smart phone, tablet or other mobile
device that you own or control.
5. Representations About You: You make certain representations about yourself.
You represent and warrant that (a) you have read and understand this Agreement, (b) you are 18 years
of age or older, (c) the information that you provide to us about you or your account in connection with
the ScholarZip Service will be current, true, accurate, supportable and complete, (d) you are not located
in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S.
Government as a “terrorist supporting” country, and (e) you are not listed on any U.S. Government list
of prohibited or restricted parties. Additionally, if you are entering into this Agreement on behalf of your
organization, you represent that you are the authorized agent of the organization and have the legal
authority to enter into this Agreement on its behalf.
6. Users: Certain terms apply to Customers and to Runners.
There are two types of users of the ScholarZip Service: (a) Customers who request Merchant products to
be delivered, and (b) Runners who provide delivery services. This Agreement applies to your use of the
ScholarZip Service as a Customer.
As a Customer, you agree that you will: (i) as a condition to placing an order via the ScholarZip Service,
link your ScholarZip account with a valid credit card, debit card and/or other authorized payment
method (“Payment Method”), (ii) pay for the orders that you place via the ScholarZip Service, and (iii)
comply with all applicable laws at all times. You agree to keep your Payment Method information
current at all times while using the ScholarZip Service (such as your card number and expiration date).
Additionally, you may add more than one Payment Method per account. If you add more than one
Payment Method, you may have the option to designate one as a primary Payment Method.
Customer acknowledges that each Runner retains total and complete discretion as to the Runner’s
provision of services. You further acknowledge and agree that ScholarZip has no responsibility and
makes no guarantees regarding: (1) Runners or their vehicles, or (2) Merchants or the quality of any
products delivered by Runners. ScholarZip retains a portion of the payments made via the ScholarZip
Service, but solely as a processing fee for facilitating the transactions and payments envisioned by this
Agreement. You accept all risks related to interacting with and transacting with Runners and Merchants
and all risk related to the Merchant products that Runners deliver to you.
7. Restrictions On Use the ScholarZip Service: The ScholarZip Service may only be used for certain
activities.
You may not: (a) rent, lease, lend, sell, redistribute, reproduce or sublicense access to the ScholarZip
Service, (b) copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of,
modify, or create derivative works of the ScholarZip Service, or any part of the ScholarZip Service, or (c)
use the account, username, or password of another user at any time, allow any other person to use your
account or provide your passwords to any other person or entity. If you are a competitor of ScholarZip,
you are not authorized to use the ScholarZip Service. You may not exploit the ScholarZip Service in any
unauthorized or unlawful way. You will not assert, nor will you authorize, assist, or encourage any third
party to assert, any intellectual property infringement claim regarding the ScholarZip Service. If the
above restrictions are prohibited by applicable law or by one of our license(s), then the activities are
permitted only to the extent necessary to comply with the law or licenses.
8. Our Rights Regarding The ScholarZip Service: We reserve all rights in the ScholarZip Service not
granted to you. We can use your Feedback.
We reserve all rights in and to the ScholarZip Service and all related intellectual property not expressly
granted under this Agreement. “SCHOLARZIP” and all associated logos displayed within the ScholarZip
Service are our trademarks (unless otherwise noted). If you submit comments, suggestions, or other
feedback regarding the ScholarZip Service (“Feedback”), you agree that we will own such Feedback and
will be free to use such Feedback for any purpose.
9. Order Process: This is generally the process when an order is placed.
When you submit a delivery request via the ScholarZip Service, ScholarZip will notify one or more nearby
Runners and will provide certain information about you, including your phone number, to the Runner
that voluntarily accepts your delivery request (as more fully described in our Privacy Policy) to enable
the Runner to fulfill your delivery request. The Runner will place an order with the requested Merchant,
pay the Merchant for the order, and deliver the order to you. Orders may be modified in limited
circumstances, such as when a Merchant is out of an item originally ordered. The Runner may
communicate with you during the course of fulfilling your order regarding the status of your order. You
agree not to contact any Runners, except regarding your order. The Runner and Merchant, not
ScholarZip, are responsible for order fulfillment.
10. Payment Terms: You must pay for the orders you place, including any taxes.
Payment. Merchants set prices and fees for their own products. ScholarZip does not mark up any
products ordered via the ScholarZip Service. When you place an order, you will be charged for: (a) the
total amount of the products you purchase, as calculated by the Merchant (which amount may not be
communicated to you until after the order is placed by the Runner), (b) a processing fee based on a
percentage of the total order amount (which varies based on the total order amount), (c) a delivery fee
(which can vary based on geographic region, merchant or distance) that will be noted at time of order,
and (d) a tip for the Runner (described in more detail below). The current fees are available here. In
addition, we may offer deals and promotions from time to time with reduced fees and/or discounted
products. You hereby authorize your Payment Method to be charged for the fees associated with each
order you place via the ScholarZip Service. Once your order is ready for checkout, you will receive an
itemized receipt for the order. You acknowledge that you will have from the time the order is placed
until the end of the day to pay for the charges noted above. If you do not pay for an order by the end of
the day, your Payment Method will automatically be charged (including the suggested tip amount). You
acknowledge and agree that ScholarZip has the right to resubmit any charge you authorize that is
declined for any reason or returned for insufficient or uncollected funds. If your primary Payment
Method is not available for any reason, including without limitation because the card is declined, not
valid or declined, ScholarZip reserves the right to automatically charge other Payment Methods you
have on file.
Tipping. After the Runner has paid for the order, the ScholarZip Service will automatically provide a
suggested tip for the Runner based on the total amount of the order and the distanced traveled by the
Runner. You may adjust the amount of any gratuity, however, a minimum gratuity will apply to all
orders.
Taxes. Customer acknowledges and agrees that as between ScholarZip and Customer, Customer will be
responsible for bearing the cost of any sales or comparable taxes associated with orders Customer
places via the ScholarZip Service.
Referral Program. Active ScholarZip customers can earn a credit towards future ScholarZip purchases if a
referred friend who has not previously registered as a ScholarZip user, creates a valid ScholarZip account
(agreeing to comply with these Terms of Service) and makes and completes an initial purchase from
ScholarZip using your personal invite code. Personal invite codes may only be used for personal and non-
commercial purposes. This means that you can share your invite link with your personal connections via
social media where you are the primary content owner. Public distribution on sites to which you are a
contributor, but not the primary content owner, is not allowed. Promoting your referral code via search
engine marketing is also not allowed. If you post or share your referral code in connection with your
opinion or experience regarding ScholarZip or the ScholarZip Service, you may be required to tell your
audience that you will earn a credit if they use your code, as required by guidelines issued by the Federal
Trade Commission. ScholarZip, in its discretion, may limit the total referral credit eligible to be received
by a user during the same calendar year and may change that limit from time to time at ScholarZip’s
discretion. The referral program is void where prohibited.
Credits. ScholarZip credits have no cash value, can only be redeemed for ScholarZip orders, and may be
subject to expiration dates or other restrictions at our sole discretion, which will be stated at the time
the credit is given. ScholarZip credits are for promotional purposes only and cannot, under any
circumstances, be redeemed for cash or any cash equivalent including, but not limited to, gift cards or
refunds. ScholarZip credits are not transferable and may not be auctioned, traded, bartered or sold. For
questions related to credits, please contact us at contact@ScholarZipdelivery.com.
11. Interactions with Other User: We are not liable for your interactions with other users..
The ScholarZip Service is designed to facilitate transactions among Runners, Merchants and Customers.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS AND TRANSACTIONS WITH RUNNERS AND
MERCHANTS, AGREE TO LOOK SOLELY TO SUCH RUNNERS AND MERCHANTS FOR ANY CLAIM, DAMAGE
OR LIABILITY ASSOCIATED WITH ANY TRANSACTION COMMISSIONED VIA THE SCHOLARZIP SERVICE OR
ANY ORDER, AND EXPRESSLY WAIVE AND RELEASE SCHOLARZIP FROM ANY AND ALL CLAIMS, DAMAGES
AND LIABILITIES ARISING OUT OF ANY ACT OR OMISSION OF ANY RUNNER OR MERCHANT, INCLUDING
WITHOUT LIMITATION DAMAGES RELATING TO PERSONAL INJURY OR DESTRUCTION OF PROPERTY.
ScholarZip has no obligation to monitor or resolve disputes among Runners, Customers and Merchants.
12. Communications: ScholarZip and Runners will communicate with you; you will be asked to rate
Runners
ScholarZip and certain third parties (i.e. Runners) will need to communicate with you about the
ScholarZip Service, including about any delivery requests you place via the ScholarZip Service.
Additionally, we would like to make certain commercial offers available to you from time to time. AS
SUCH, YOU CONSENT TO RECEIVE MESSAGES (WHETHER BY PHONE, EMAIL, TEXT MESSAGES OR PUSH
NOTIFICATIONS) FROM SCHOLARZIP, RUNNERS AND/OR OUR THIRD PARTY PARTNERS, AND
ACKNOWLEDGE AND AGREE THAT YOUR PHONE NUMBER, EMAIL ADDRESS AND OTHER INFORMATION
MAY BE USED FOR THE PURPOSE OF INITIATING COMMERCIAL MESSAGES. We will allow you to opt out
of receiving some of these messages, but in order to stop receiving any messages from us whatsoever
(including administrative messages regarding the ScholarZip Service or messages that are primarily
about transactions enabled via the ScholarZip Service), you will need to terminate your account. In the
unlikely event you receive an unwanted or inappropriate text or other communication from ScholarZip
or any Runner or Merchant, you agree to promptly notify ScholarZip at
contact@ScholarZipdelivery.com.
After you receive an order from a Runner, you will be prompted by the ScholarZip Service to provide a
rating of the Runner. Your rating should be honest and not misleading and should reflect your own
experience with the Runner. ScholarZip reserves the right (but does not have an obligation) to use,
share, display, edit or remove your ratings and comments in any manner without attribution to you or
your approval.
13. Third Party Services and Materials: Terms regarding products provided by third parties.
Third-Party Services and Materials. In addition to Merchant products ordered via the ScholarZip Service,
the ScholarZip Service may enable access to third-party products and services (collectively and
individually, “Third-Party Services”). Use of Third-Party Services may require Internet access and your
acceptance of additional terms of service. Further, information you make available to Third Party
Services is subject to the privacy policies of such third parties. You agree that you will use any Third-
Party Services at your sole risk.
The ScholarZip Service and/or Third-Party Services may display, include, or make available content, data,
information, applications, or materials from third parties (“Third-Party Materials”), or provide links to
third-party websites. You acknowledge and agree that ScholarZip is not responsible for examining or
evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality,
decency, quality, or any other aspect of such Third-Party Materials or websites. ScholarZip does not
warrant or endorse and will not have any liability or responsibility to you or any other person for any
Third-Party Services, Third-Party Materials or websites.
14. Limitations on Availability: The ScholarZip Service may not be available at all times and in all
locations.
The ScholarZip Service is not available at all times, in all languages or in all geographies. We are currently
available only in select cities. ScholarZip makes no representation the ScholarZip Service will achieve any
particular uptime, or that the ScholarZip Service is appropriate or available for use in any particular
location. For example, the ScholarZip Service may be available only in certain neighborhoods in a
particular city. We do not guarantee that you will be able to place orders with any particular Merchant
via the ScholarZip Service. You use the ScholarZip Service at your own initiative and are responsible for
compliance with any applicable laws in connection with your use of the ScholarZip Service. ScholarZip
may also impose limits on the use of or access to the ScholarZip Service as required by law. Use of the
ScholarZip Service is void where prohibited.
15. Term and Termination: Either of us can terminate this Agreement at any time.
This Agreement is effective upon our acceptance after you indicate your assent and provide any
required information to initiate your account and will continue until terminated by either you or us.
Your right to use or access the ScholarZip Service will terminate automatically without notice from us if
you fail to comply with any terms of this Agreement. Upon termination of the Agreement, all rights
granted to you under this Agreement will cease. Sections 7, 8, 11, 12, 17, 19, 21, 22 and 23 shall survive
any termination or expiration. All other rights and obligations shall be of no further force or effect.
16. Mobile App Marketplace Terms: You make certain acknowledgements about app marketplace
providers
Acknowledgements Regarding Marketplace Providers. You understand that this Agreement is between
you and ScholarZip and not with Apple, Inc. (“Apple”), Google Inc. (“Google”) or any other provider of a
mobile application marketplace and that ScholarZip (not the marketplace provider) is responsible for the
App. YOU ACKNOWLEDGE AND AGREE THAT NO OTHER PERSON OR ENTITY MAKES ANY WARRANTIES
WHATSOEVER UNDER THIS AGREEMENT OR HAS ANY WARRANTY OBLIGATIONS WITH RESPECT TO THE
APP. You acknowledge that marketplace providers have no obligation whatsoever to furnish any
maintenance and support services with respect to the App or for addressing any claims relating thereto
or your possession and/or use thereof, including, but not limited to (i) product liability claims; (ii) any
claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims
arising under consumer protection or similar legislation. You further acknowledge that such providers
have no responsibility for the investigation, defense, settlement or discharge of any third party
intellectual property claims that the App or the ScholarZip Service or your use thereof infringes
intellectual property rights.
17. Disclaimers and Limitations of Liability: We disclaim all warranties. Our liability to you is limited.
This section is important please read it carefully. It limits ScholarZip’s liability (and the liability of its
affiliates) to you. These disclaimers and limitations apply only to the extent permitted by applicable law.
Some jurisdictions do not allow disclaimers of implied warranties or limitations of liability, so this
Section may not apply to you.
Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED ABOVE, THE SCHOLARZIP SERVICE, IS PROVIDED
“AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM, ALL
OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY,
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND
NON-INFRINGEMENT. WE DO NOT MAKE ANY WARRANTIES REGARDING ANY RUNNER AND THEIR
DELIVERY SERVICES OR MERCHANTS AND THEIR PRODUCTS.
Limitation of Liability. NEITHER WE NOR OUR AFFILIATES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL,
INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT
LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER
COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE
SCHOLARZIP SERVICE, OR THE FULFILLMENT OF ORDERS, HOWEVER CAUSED, REGARDLESS OF THE
THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. NEITHER WE NOR OUR AFFILIATES WILL HAVE LIABILITY HEREUNDER
OR TO YOU OR TO ANY THIRD PARTY IN CONNECTION WITH THE APP, THE SCHOLARZIP SERVICE OR
RELATED MATERS FOR AGGREGATE DAMAGES IN EXCESS OF THE GREATER OF: (I) U.S. $50.00, OR (II)
THE TOTAL DOLLAR VALUE OF TRANSACTIONS YOU PLACED VIA THE SCHOLARZIP SERVICE, IF ANY, IN
THE 12 MONTHS PRIOR TO THE CLAIM. THE ABOVE LIMITATIONS APPLY EVEN IF THE ABOVE STATED
REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
18. Export and Other Restrictions: You agree not to violate export laws. Additional terms apply to
government users.
You may not use or otherwise export or re-export the ScholarZip Service or elements of it, except as
authorized by United States law and the laws of the jurisdiction in which the ScholarZip Service was
accessed or obtained. You also agree that you will not use the ScholarZip Service for any purposes
prohibited by applicable law. The ScholarZip Service and related documentation are “Commercial
Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and
“Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48
C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through
227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software
Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b)
with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
19. Modifications: The Agreement may be changed.
We may change the terms of this Agreement from time to time. Any change will be effective when we
notify you of the change (via an update delivered by email or through the ScholarZip Service) and you
either signify your acceptance (via email, text or an electronic click-to-accept method) or you continue
to use the ScholarZip Service after such notice.
20. Force Majeure: Neither of us will be in breach of this Agreement due to forces beyond our control.
Neither party will be in default for failing to perform any obligation, other than payment of monies, if
the failure is caused solely by conditions beyond the parties’ respective control, including acts of God,
civil commotion, strikes, terrorism, failure of third party networking equipment, illegal acts of third
parties, failure of the public Internet or changes in the accessibility of third party websites, power
outages, labor disputes or governmental demands or restrictions.
21. Governing Law and Venue: North Carolina law controls this Agreement. Any disputes will be in North
Carolina.
This Agreement will be construed in accordance with and governed by the laws of the State of North
Carolina, without regard to conflicts of laws principles. You agree that the exclusive venue for resolving
any dispute between ScholarZip and you, including but not limited to any dispute arising out of or
related to this Agreement, shall be the state and federal courts located in Travis County, North Carolina,
and you consent to the jurisdiction of the federal and state courts located in Travis County, North
Carolina. You further acknowledge and agree that many of the witnesses and records that would be
relevant to any dispute between the parties are located in Austin, North Carolina, and that Austin, North
Carolina, would not be an inconvenient forum for the resolution of any dispute between the parties. You
hereby waive any objection to Austin, North Carolina, as a forum and venue for the hearing of any
dispute between ScholarZip and you.
22. Assignment: We may assign this Agreement. You cannot assign it unless you get our permission.
We may freely transfer or assign this Agreement and any of our rights or obligations. You may not
transfer or assign this Agreement or any of your rights or obligations without our prior written consent,
and any attempt to do so will be null and void.
23. Miscellaneous: This is how to interpret this Agreement.
This Agreement, and the documents we reference in this Agreement, is the entire agreement between
ScholarZip and you regarding the ScholarZip Service. Our failure to exercise or enforce any right will not
operate as a waiver of such right. Headings and the summaries before each section of this Agreement
are provided for convenience and to aid in readability only. These headings and summaries have no legal
or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision
of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this
Agreement and does not affect the validity and enforceability of any remaining provisions. If you have
any questions regarding this Agreement, ScholarZip can be reached at: contact@ScholarZipdelivery.com.