welcome to lilac impact ventures llc

Welcome to Lilac Impact Ventures LLC, a Delaware limited liability company (hereinafter known as "Lilac", "us", "we", or "our"), a food delivery platform connecting customers with restaurants and independent delivery drivers. By using our app, you agree to the following Terms of Service.

acceptance of terms

This Agreement is a legal contract between you and Lilac, governing your access to and use of our Platform and Services. What does that mean? It means that by accessing or using the Platform or our Services, or by clicking a button or checking a box that says "I Agree" (or something similar), you accept and agree to be bound by all the terms and conditions in this Agreement. If you do not agree, please do not access or use the Platform or Services.

In this Agreement, "you" refers to any visitor, user, or individual who accesses our Platform or Services, whether or not they have registered for an account ("Account"). Unless otherwise agreed to by Lilac in a separate written agreement with you or your authorized representative, the Platform is available solely for personal, non-commercial use.

By accessing or using Lilac, you agree to comply with these Terms of Service. If you do not agree, please do not use the platform.

account creation and use

You are permitted to create and maintain only one personal account on Lilac's platform (each referred to as an "Account"). However, if you are using the platform for business purposes, including as part of an enterprise account, you may establish an additional account pursuant to a separate agreement with Lilac.

By accessing and using the platform and its services, you affirm that you have the legal capacity to enter into a binding agreement with Lilac. Additionally, you agree to:

• Provide accurate, current, and complete information about yourself when creating an account or engaging with the platform, and
• Regularly update your personal details to ensure their accuracy and completeness.

If you are considered a minor under the laws of your place of residence (typically under the age of 18), you may only use the platform under the direct supervision of a parent or legal guardian, who must review and agree to these terms on your behalf. However, individuals under the age of 16 are strictly prohibited from using the platform or accessing its services.

If you are using Lilac on behalf of a business, organization, or other legal entity, you confirm that you have the authority to bind that entity to this agreement and that you accept these terms on its behalf.

Lilac reserves the right to immediately suspend or terminate your account, block access to the platform or services, and/or terminate this agreement if any of the following occur:

• You provide false, inaccurate, outdated, or incomplete information, including an expired or invalid payment method.
• Lilac has reasonable grounds to suspect that any information you have provided is misleading or inaccurate.
• You violate these terms or engage in any conduct that Lilac determines to be a breach of its policies.

If your account is suspended or terminated for any reason, you may lose any unused account credits, promotional offers, or other unredeemed benefits associated with your account without prior notice.

account security and responsibility

You are solely responsible for maintaining the confidentiality and security of your account, including your password and any linked third-party login credentials (such as Google or Facebook). You also accept responsibility for all activity occurring under your account.

You agree to:

• Promptly notify Lilac of any known or suspected unauthorized access to your account, password misuse, or any security breaches, including loss, theft, or unauthorized disclosure of payment details.
• Log out of your account at the end of each session to prevent unauthorized access.

Lilac is not liable for any losses, damages, or harm resulting from your failure to comply with these security obligations or for any actions taken by unauthorized parties using your account.

marketplace platform and service responsibilities

Lilac operates as a virtual marketplace platform that connects customers with third-party service providers, including local restaurants and independent delivery drivers. Customers may browse, order, and pay for food via Lilac, which facilitates transactions between customers, restaurants, and delivery drivers.

Lilac is not a restaurant, food preparation entity, or delivery company. The restaurants listed on our platform operate independently of Lilac and are solely responsible for preparing, packaging, and ensuring the quality of the food they offer. Restaurants are required to comply with all applicable federal, state, and local laws, rules, and regulations, including those governing food safety, preparation, and menu disclosure. Lilac does not verify restaurant compliance with these laws and is not liable for food quality, preparation, safety, or any misrepresentations made by restaurants regarding their menu items, including descriptions, images, or allergen disclosures.

By using the Lilac platform, you acknowledge that:

• Restaurants are solely responsible for fulfilling orders accurately and in a timely manner. Lilac does not guarantee the availability of menu items, restaurant services, or order fulfillment times.
• Lilac is not liable for the acts, omissions, or errors of any restaurant or third-party service provider, nor for any issues related to food safety, contamination, or misrepresented menu items.

delivery services and independent contractors

Lilac is not a delivery company or a common carrier. Some deliveries are fulfilled by independent drivers who have entered into agreements with Lilac to provide delivery services. These independent delivery drivers are not employees, agents, or representatives of Lilac and are solely responsible for complying with all applicable laws, including but not limited to traffic laws, vehicle safety regulations, and insurance requirements.

By using the Lilac platform, you acknowledge that:

• Delivery drivers are solely responsible for ensuring timely and safe delivery of food orders.
• Lilac does not guarantee delivery times, order conditions upon arrival, or driver availability.
• Lilac is not liable for any actions, omissions, or misconduct by delivery drivers, including delays, lost or stolen orders, or failure to follow delivery instructions.

limitations of liability

By using Lilac, you acknowledge that Lilac facilitates transactions but does not assume responsibility for the services provided by restaurants or delivery drivers. Lilac shall not be held liable for:

• Incorrect, delayed, or incomplete orders.
• Foodborne illnesses, allergic reactions, or adverse health effects related to food ordered through the platform.
• Misrepresentations by restaurants, including inaccurate menu descriptions, allergen disclosures, or food images.
• Delays, errors, or misconduct by delivery drivers or third-party couriers.

By placing an order through Lilac, you agree that any issues related to food quality or order fulfillment should be resolved directly with the restaurant, and any issues related to delivery should be addressed with the driver or delivery service. While Lilac may, at its sole discretion, facilitate dispute resolution, it is not responsible for providing refunds, replacements, or compensation for issues arising from restaurant or delivery services.

payments, pricing, and refunds

Certain features of the Lilac platform, including placing and receiving orders, require payments, which may include service fees, delivery fees, or commissions. All payments are processed securely through third-party providers and are final and non-refundable, unless otherwise stated in Lilac's Refund and Cancellation Policy or determined by Lilac at its sole discretion. Lilac may, on a case-by-case basis, offer credits or refunds, such as in instances of an error with your order or incorrect charges.

Lilac will charge, and you authorize Lilac to charge, the payment method you provide at the time of purchase. If you pay using a credit card, Lilac may seek a pre-authorization to verify that your card is valid and has sufficient funds. In cases where Lilac advances payment for an order (such as through an enterprise account with a line of credit), Lilac may issue invoices for repayment. Failure to settle such invoices within thirty (30) days grants Lilac the right, but not the obligation, to charge your payment method on file, unless prohibited by law.

Payment Methods:

• You cannot complete a purchase using only a gift card; a valid secondary payment method must be provided at checkout.

Pricing and Fees:

• Prices and delivery fees may vary and are subject to change. Lilac reserves the right to modify or update pricing, fees, taxes, and surcharges at any time.
• Prices displayed on the platform may differ from those offered directly by restaurants or on third-party websites and are not necessarily the lowest available.
• Some menu items may have different pricing depending on whether they are listed on a restaurant's menu or a convenience offering through Lilac.
• The subtotal shown at checkout is an estimate and may be adjusted to reflect the final amount due, including applicable taxes and fees.
• Lilac may offer perks or promotional discounts, which are subject to change and may not be available to all users.

user conduct

By accessing Lilac's platform and services, you agree to:

• Follow all applicable laws and regulations, including those related to online conduct and content submission.
• Use the platform only for permitted purposes and not in any way that falsely implies an endorsement or partnership with Lilac.
• Only access the platform using your own account and not impersonate others or use third-party accounts without consent.
• Respect Lilac's security measures and not attempt to bypass, disable, or interfere with any protections in place.
• Avoid any actions that could disrupt the platform, including overloading servers, interfering with other users' experiences, or attempting unauthorized access to Lilac's systems.
• Refrain from unsolicited commercial activities, including advertising, soliciting, data mining, or unauthorized use of platform information for marketing purposes.
• Not scrape or extract data from Lilac's platform using bots, automated tools, or any other means.
• Use reviews and ratings in good faith and not for commercial manipulation, unauthorized redistribution of discount codes, or bad-faith exploitation of promotions.
• Engage respectfully with Lilac's team and users, avoiding harassment, threats, discrimination, or any behavior deemed inappropriate.
• Not engage in illegal, fraudulent, or harmful activities, including spamming, spreading malware, copyright infringement, or attempting to reverse-engineer Lilac's platform.
• Not misuse the platform, interfere with services, or engage in fraudulent activity.
• Ensure that restaurants and drivers comply with all health, safety, and food regulations.
• Acknowledge that Lilac is not responsible for food quality, contamination, or allergens.

Lilac reserves the right to suspend or terminate your account if you violate these conduct requirements. In cases where violations cause irreparable harm, Lilac may seek legal action, including injunctive relief, to prevent further misuse.

your material

Lilac provides interactive features within the application or platform that enables users to engage, contribute, or participate, including, but not limited to, user reviews, ratings, saved favorites, and other user-generated content areas (collectively, "Interactive Areas"). By submitting material to Lilac's platform, including through third-party login integrations, you represent that you have the necessary rights to share such material ("Your Material"). Your Material may include:

• Reviews, ratings, and feedback on merchants and services.
• Profile details such as usernames, saved preferences, and interaction history.
• Any textual, visual, or audio material shared via Lilac's platform or messaging services.

Use of Your Material:

By submitting Your Material, you grant Lilac a perpetual, irrevocable, transferable, royalty-free, worldwide license to use, modify, distribute, display, and adapt Your Material across all media platforms for operational, promotional, and analytical purposes. Lilac may use Your Material without prior notification, approval, or compensation.

You also grant Lilac rights to incorporate any feedback you provide about the platform into future developments without notice or compensation.

You acknowledge that third-party material on Lilac's platform may sometimes be inaccurate, objectionable, or otherwise inappropriate, and Lilac is not liable for such material. By using the platform, you expressly release Lilac from any related claims.

Conduct within Interactive Areas:

When submitting material within Interactive Areas, you agree that Your Material will not:

• Be unlawful, abusive, harassing, defamatory, obscene, or otherwise offensive.
• Contain political, religious, or commercial solicitations.
• Be false, misleading, or intended to manipulate ratings or reviews.
• Infringe on any intellectual property rights or contain confidential third-party information.
• Promote illegal activities or unauthorized advertising.
• Contain harmful software or disrupt Lilac's functionality.

Lilac may monitor and moderate material to maintain community standards. If Your Material violates these terms or disrupts the platform's integrity, Lilac may remove or modify material, restrict access to interactive areas, or suspend your account without notice.

Lilac will comply with legal authorities in cases where Your Material is subject to law enforcement requests or regulatory compliance.

disclaimer

Lilac provides its platform, services, materials, and all related content on an "as is" and "as available" basis without warranties of any kind, unless expressly stated otherwise in writing. To the maximum extent permitted by applicable law, Lilac disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Lilac makes no representations or warranties that the platform, services, materials, or content will be secure, uninterrupted, error-free, or free from harmful components. We do not guarantee that defects will be corrected or that access to the platform will always be available.

Lilac does not warrant the accuracy, reliability, completeness, or timeliness of any content, data, or information provided through the platform, including but not limited to menus, pricing, hours of operation, nutritional or allergen details, merchant descriptions, or user reviews. Users assume full responsibility for the use of any information obtained through Lilac.

Lilac is not responsible for the safety, quality, preparation, or handling of food, beverages, or other products ordered through the platform. Any issues related to contamination, allergens, mislabeling, or adverse reactions are solely the responsibility of the respective merchant. While Lilac facilitates dispute resolution in certain cases, it is not liable for any consequences arising from product consumption or service fulfillment.

Lilac is not responsible for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to internet outages, technical malfunctions, cyberattacks, natural disasters, strikes, or regulatory actions.

limitation of liability

To the fullest extent permitted by law, Lilac shall not be liable for any indirect, special, incidental, punitive, consequential, or exemplary damages. This includes, but is not limited to, loss of profits, data, business opportunities, goodwill, personal injury, or emotional distress arising from:

• The use of or inability to access the platform.
• Errors, interruptions, or defects in the services.
• The accuracy, reliability, or completeness of any information provided.
• The actions, omissions, or products of third-party merchants, delivery providers, or other users.
• Unauthorized access to or use of your account or data.

Lilac is not responsible for viruses, malware, or other harmful elements that may be encountered while using the platform. Users assume full risk for any damages to their devices or loss of data resulting from platform use.

In no event shall Lilac's total liability to any user, regardless of the cause of action, exceed the lesser of (a) the total amount paid by the user to Lilac or a merchant via the platform in the three (3) months preceding the claim, or (b) $1,000. Some jurisdictions may not allow the exclusion of certain damages, in which case liability is limited to the fullest extent permitted by law.

By using Lilac, you acknowledge that these disclaimers and limitations of liability are essential components of this agreement. If you do not agree with these terms, your sole remedy is to discontinue use of the platform and services.

privacy policy

Your privacy is of utmost importance to us. We are committed to protecting your privacy and complying with applicable data protection laws, including the General Data Protection Regulation (GDPR), in relation to your personal information.

These Terms and Conditions should be read in conjunction with, and in addition to, our other policies, including our Privacy Policy and our Cancellation Policy.

For the purposes of these Terms of Service:

• "Data Protection Laws" refers to any applicable law regarding the processing of personal data, including but not limited to Directive 95/46/EC (Data Protection Directive) or the GDPR.
• "GDPR" refers to the General Data Protection Regulation (EU) 2016/679.
• The terms "Data Controller," "Personal Data," and "Processing" shall have the same meaning as defined in the GDPR.

We act as the Data Controller for the personal data we process in providing services to you.

When you provide personal data to us for the purpose of delivering goods or services, and we process that data in the course of providing those services, we will fulfill our obligations under the Data Protection Laws by:

• Clearly identifying the purposes for which the data is being collected, before or at the time of collection;
• Only processing personal data for the specified purposes;
• Respecting your rights regarding your personal data; and
• Implementing technical and organizational measures to ensure the security of your personal data.

For any questions or concerns regarding your data privacy, please contact us at: team@thelilac.app.

termination

Your rights under this Agreement will automatically terminate without notice if you fail to comply with any term of this Agreement. Furthermore, Lilac reserves the right, in its sole discretion, to modify, suspend, or discontinue, at any time and with or without notice, the Platform and/or Services offered on or through the Platform (or any part of it), including but not limited to changes to the Platform's features, appearance, and functionalities. We will not be held liable for any changes to the Platform or any suspension or termination of your access to or use of the Platform. You may terminate this Agreement at any time by closing your account, uninstalling any mobile applications (if applicable), and ceasing to use the Platform and Services provided hereunder.

Upon termination of this Agreement for any reason:

• Your access rights will be terminated, and you must immediately cease all use of the Platform and Services;
• Any provisions of this Agreement that contemplate or govern performance after termination will remain in effect, including, without limitation, the following sections: (i) "Your Content and Conduct"; (ii) "Disclaimer"; (iii) "Limitation of Liability"; (iv) "Important Note to New Jersey Consumers"; (v) "Termination and Violations of this Agreement"; (vi) "Dispute Resolution"; (vii) "Indemnification"; and (viii) "Waiver and Severability."

Lilac reserves the right to seek all available legal remedies for violations of this Agreement, including, but not limited to, blocking access to the Platform and/or Services from a specific account, device, and/or IP address.

You may not assign or transfer this Agreement or your rights under it, in whole or in part, by operation of law or otherwise, without prior written consent from us. We may assign this Agreement, in whole or in part, to any entity at any time without your consent or notice. Any unauthorized assignment by you will be considered null and void. This Agreement binds and benefits each party and their respective successors and permitted assigns.

indemnification

You agree to indemnify, defend, and hold harmless Lilac and its officers, directors, employees, agents, and affiliates (each, an "Indemnified Party") from and against any losses, liabilities, claims, actions, costs, damages, penalties, fines, and expenses, including without limitation attorneys' fees and expert costs, that may arise out of or in connection with: (i) Lilac's use of your User Content; (ii) your unauthorized use of the Services; (iii) your breach of this Agreement; (iv) any actual or alleged violation of any law, rule, or regulation by you; (v) any third party's access or use of the Services through your Lilac account; or (vi) any dispute or issue between you and any third party, including, but not limited to, any Delivery Partner or Merchant.

changes to terms

We may update this Agreement at any time, with or without prior notice. If changes are made, the updated terms will become effective immediately once posted, and the most recent version of this Agreement will always be available under the "Terms of Use" section on our Platform ("Updated Terms"). In addition to posting the Updated Terms, we may choose to notify you via email or through the Platform itself. You agree to periodically review this Agreement and check the "Effective" date for updates. Continuing to access or use the Platform and/or Services after the Updated Terms are posted signifies your agreement to the new terms. If you disagree with the Updated Terms, you must stop using the Platform and/or Services. Except as specified in the "Dispute Resolution" section, the Updated Terms will govern any disputes between you and Lilac, even if the dispute involves facts prior to the effective date of the Updated Terms.

governing law

Except for the "Dispute Resolution" section below, the terms, conditions, and policies of this Agreement will be governed by and construed according to the laws of the State of Delaware, without regard to conflict of laws principles. The Federal Arbitration Act will govern the interpretation and enforcement of the "Dispute Resolution" section.

Notwithstanding any contrary statute or law (to the fullest extent allowed by law), you must provide notice to Lilac, following the procedures outlined in the "Dispute Resolution" section, for any claim within one year of its occurrence, or the claim will be waived and barred.

Venue:

Any dispute, claim, or controversy that may proceed in court (other than small claims court) must be brought exclusively in the state and federal courts located in New Castle County, Delaware.

These Governing Law and Venue provisions do not apply to the "Dispute Resolution" section, and we refer you to that section for the applicable rules for those disputes.

dispute resolution

PLEASE READ THIS "DISPUTE RESOLUTION" SECTION CAREFULLY. IT LIMITS THE WAYS YOU CAN SEEK RELIEF FROM LILAC AND REQUIRES YOU TO ARBITRATE DISPUTES ON AN INDIVIDUAL BASIS. IN ARBITRATION, THERE IS NO JUDGE OR JURY, AND DISCOVERY AND APPELLATE REVIEW ARE MORE RESTRICTED THAN IN COURT.

Informal Dispute Resolution Procedure:

If a dispute (referred to as a "Dispute") arises between you and Lilac, we are committed to working with you to resolve it reasonably. However, this can only happen if both parties understand each other's concerns. Therefore, for any Dispute, both parties agree to first make a good faith effort to resolve it informally before starting any formal arbitration or other legal proceedings. This includes sending a written description of the Dispute to the other party. If you initiate the Dispute, you must send a written description of the issue, along with the email address associated with your account, to: team@thelilac.app. The written description must be on an individual basis and include: (i) your name; (ii) a detailed description of the Dispute, including relevant transaction details; and (iii) the relief you seek and how it was calculated. Your written description must be signed by you. If Lilac raises the Dispute, we will send our written description to your provided email address.

Both parties agree to attempt to resolve the issue through negotiations, which may include an informal telephonic conference at Lilac's request. If a conference takes place, it will be individualized, meaning each dispute must be resolved separately—multiple claims cannot participate in the same conference. If a party is represented by counsel, the counsel can join the conference, but the party must also personally participate.

If a resolution is not reached within 60 days after receiving the complete written description, the further dispute resolution process will proceed as described below.

This informal resolution is a required step before any formal arbitration or legal proceedings can be initiated. During this process, any relevant limitations periods and deadlines are paused. Courts have the authority to block arbitration claims if this informal process is not followed, and non-compliance can be raised in court or arbitration.

Mutual Arbitration Agreement:

You and Lilac agree that all disputes, claims, or disagreements related to the interpretation or performance of this Agreement, or your use of the Platform, Services, or any other related matter, will be submitted exclusively to binding arbitration. "Dispute" includes claims that occurred before this Agreement and may also include future claims after this Agreement ends. This arbitration agreement is broadly interpreted. However, if your claims involve sexual harassment or assault, you may choose to bring these claims to court instead of arbitration, and Lilac will respect that choice.

Except as stated, matters concerning the scope, validity, and enforceability of this arbitration agreement will be decided by a court. Both parties retain the right to seek small claims court relief or injunctive relief in court for certain intellectual property-related matters.

Arbitration means that an arbitrator, not a judge or jury, will resolve the dispute. The right to a jury trial is waived to the extent permitted by law.

Class Action and Collective Relief Waiver:

You agree that no dispute will be arbitrated or litigated as a class action, collective action, or representative proceeding. Any arbitration must be individual, and the arbitrator cannot consolidate multiple claims. Relief will only be granted to the individual party involved in the arbitration.

This waiver is a crucial part of this "Dispute Resolution" section. If a court finds this waiver unenforceable, the claim may proceed in court, but all other claims will still be resolved through arbitration.

Arbitration Rules:

Arbitration will be administered by the American Arbitration Association (AAA). Arbitration will follow either the Commercial Arbitration Rules or the Consumer Arbitration Rules depending on the nature of the dispute. These rules are available at https://www.adr.org/Rules. If AAA cannot administer the arbitration, the parties will agree on an alternative provider.

Arbitration Process:

If the informal dispute resolution does not resolve the issue within 60 days, a party wishing to proceed with arbitration must file a Demand for Arbitration, following AAA's rules. If you initiate arbitration, you must certify compliance with the informal dispute resolution procedure. Arbitration will be conducted by a single arbitrator, either a retired judge or an attorney licensed in your state. If the parties cannot agree on an arbitrator, AAA will appoint one.

Arbitration Location and Procedure:

Unless otherwise agreed, arbitration will occur in New Castle County, Delaware. If the dispute involves less than $10,000 and no injunction or declaratory relief is requested, arbitration will be based on documents submitted by the parties. If the dispute exceeds $10,000 or involves injunctive relief, a hearing will be held. All arbitration proceedings will remain confidential.

right to opt-out of arbitration

If you create an account after December 14, 2021, you may opt out of the arbitration agreement within 30 days. To opt out, you must send a written notice to team@thelilac.app, including your name, address, email, and a statement of intent to opt out.

waivers

Any waiver of any term of this Agreement by Lilac must be provided in writing. Unless otherwise stated in this Agreement (see the "Dispute Resolution" section), if any part of this Agreement is found to be invalid, void, or otherwise unenforceable, that part will be considered severable. If possible, it will be modified or replaced by a valid provision that reflects the original intent as closely as possible. The rest of this Agreement will remain fully enforceable and valid according to its terms.

entire agreement

This Agreement, along with any amendments and any other agreements you may enter into with Lilac related to the Platform and Services, constitutes the entire agreement between you and Lilac concerning the Platform, any orders placed through the Platform, and the Services provided hereunder.

contact us

If you have any questions about this Agreement or the Platform, please visit our "FAQ" page for answers and to find our contact information.