Terms of Service

1Who We Are

Tote’s is a technology marketplace and delivery coordination platform. We connect you with independent merchants (such as restaurants, pharmacies, and convenience stores) and independent delivery riders.

We do not prepare, package, or handle food — the merchants do. We do not employ the riders — they are independent contractors. When you place an order, you are entering into a transaction with the merchant. Tote’s acts as the merchant’s limited payment collection administrator and coordinator of independent delivery services.

2Your Account

• You must be at least 18 years old to create a Tote’s account.
• You must provide accurate, current, and complete information when you sign up.
• You are responsible for keeping your account information current and for any activity on your account.
• Do not share your account or password. If you suspect unauthorized access, notify us immediately through in-app support.
• We may refuse to create, suspend, or close any account used for fraud, abuse, or breach of these Terms.

3Ordering on the Platform

The Platform displays merchants, menus, items, and prices set by the merchants. Item availability, prices, and menus may change at any time.

When you place an order, you are making an offer to purchase from the merchant. The merchant accepts your order by beginning preparation. You are responsible for the accuracy of your delivery address and any special instructions you provide.

If a merchant cannot fulfill your order, we may cancel and refund the order or a portion of it.

4Pricing, Fees, and Payment

The price you pay typically includes: the merchant’s subtotal, a delivery fee (which may vary by distance, time, and demand), a small service fee where applicable, any voluntary tip for the rider, and any applicable taxes.

Total prices and fees are shown to you before you confirm your order. Surge pricing or weather-related fees may apply during periods of high demand. The price displayed at checkout is the price you pay.

Tote’s may run promotions, discounts, vouchers, or loyalty credits from time to time and may modify or end promotions at any time.

5Payment Processing

Payments on the Platform are processed by Stripe, Inc. or its affiliates (the “Payment Processor”) under the Payment Processor’s own terms of service. By using the Platform, you agree to comply with the Payment Processor’s terms.

Tote’s collects payment on behalf of the merchant and the rider and acts as their limited payment collection administrator. Tote’s does not provide banking, escrow, or money transmission services.

If a payment fails, we may suspend your ability to place further orders until the issue is resolved.

6Delivery

Riders are independent contractors. They are not employees, agents, or representatives of Tote’s, the merchant, or you.

Delivery time estimates are estimates only and can be affected by merchant preparation time, rider availability, traffic, weather, order volume surges, and the accuracy of your delivery address.

You are responsible for being available to receive your order. If a rider cannot reach you after a reasonable waiting period (typically 8 minutes), the order may be marked as undeliverable and you may not be entitled to a refund.

For age-restricted items, valid government-issued ID may be required at delivery. The rider may refuse delivery if the recipient cannot produce ID or appears intoxicated.

7Refunds and Order Issues

If something goes wrong with your order — missing items, wrong items, food quality issues, severe delays — contact us through the in-app support channel as soon as possible, ideally within 24 hours of delivery.

Where we determine that a refund or credit is appropriate, we may offer a full or partial refund, a Tote’s credit, or a redelivery, at our discretion. Refunds are typically processed back to your original payment method.

We may decline refund requests that we reasonably believe to be fraudulent, abusive, or made in bad faith. Repeated or excessive refund requests may result in account review, suspension, or closure.

8Prohibited Conduct

When you use the Platform, you agree not to:

• Provide false, misleading, or inaccurate information
• Place fraudulent, manipulative, or test orders
• Use multiple accounts to abuse promotions, referrals, or credits
• Share, sell, or transfer your account to anyone else
• Attempt to reverse-engineer, copy, scrape, or interfere with the Platform
• Use the Platform for any unlawful purpose
• Harass, threaten, or behave abusively toward riders, merchants, or Tote’s staff
• Solicit personal contact details of riders or merchants for off-Platform transactions
• Upload or share content that is illegal, defamatory, hateful, or violates the rights of others
• Circumvent any technical, security, or access-control measures of the Platform

9Ratings, Reviews, and Feedback

Ratings and reviews must be honest, lawful, and based on your actual experience. We may remove any rating or review that we reasonably believe is fake, abusive, defamatory, or violates these Terms.

By submitting feedback or content to Tote’s, you grant us a worldwide, royalty-free, perpetual license to use, display, and adapt that content for any purpose related to operating, marketing, or improving the Platform.

10Intellectual Property

The Platform, including its software, design, branding, logos, content, and trademarks, is the exclusive property of Tote’s or its licensors. You may not copy, modify, distribute, sell, or create derivative works of any part of the Platform without our prior written consent.

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Platform for personal, non-commercial purposes in accordance with these Terms.

11Third-Party Merchants and Riders

Merchants are independent businesses responsible for their menus, prices, ingredients, allergens, food preparation, packaging, and food safety.

Riders are independent contractors responsible for their conduct, vehicles, equipment, and the manner in which they perform deliveries.

Tote’s is not responsible for the acts, omissions, or quality of any merchant or rider, except as expressly stated in these Terms or required by applicable law.

12Apple App Store and Google Play Terms

If you downloaded the Tote’s app from the Apple App Store, you also agree to comply with the Apple Media Services Terms and Conditions. You acknowledge that these Terms are between you and Tote’s, not Apple. Apple has no obligation to provide maintenance or support for the app and is not responsible for addressing any claims relating to the app.

If you downloaded the Tote’s app from Google Play, you also agree to comply with the Google Play Terms of Service. You acknowledge that these Terms are between you and Tote’s, not Google.

13Changes to the Platform and These Terms

We may add, change, or remove Platform features at any time. We may update these Terms from time to time. Material changes will be communicated through the app, by email, or by other reasonable means at least seven (7) days before they take effect.

Continued use of the Platform after a change takes effect constitutes acceptance of the updated Terms. If you do not accept a change, your sole remedy is to stop using the Platform and close your account.

14Suspension and Termination

You may stop using the Platform and close your account at any time through the app or by contacting support.

We may suspend, restrict, or close your account at any time, with or without notice, where we reasonably believe you have breached these Terms, your account has been used for fraud or unlawful activity, your conduct creates risk to the Platform, or we are required to do so by law.

Suspension or termination does not relieve you of any payment obligations already incurred.

15Disclaimers

The Platform is provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, uptime, and uninterrupted operation.

We do not warrant that the Platform will be error-free, free from outages, or continuously available. We make no warranties about the food, goods, or services provided by merchants, or the conduct or quality of riders.

16Limitation of Liability

To the maximum extent permitted by law, Tote’s, its affiliates, officers, directors, employees, and contractors shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business, goodwill, data, or anticipated savings.

Our aggregate liability for any cause arising out of or related to these Terms shall not exceed the greater of (a) the total amount you paid to Tote’s in the three (3) months immediately preceding the event giving rise to the claim, or (b) USD $200.

We are not liable for food safety, allergens, or ingredient issues attributable to a merchant, or for rider conduct or accidents during delivery.

17Indemnification

You agree to defend, indemnify, and hold harmless Tote’s, its affiliates, officers, directors, employees, and contractors against any claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising from or related to your use of the Platform, your violation of these Terms, your violation of any law, or any content you submit to the Platform.

18Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles.

Before filing a claim, you agree to first contact us through in-app support and attempt to resolve the dispute informally for thirty (30) days.

Any unresolved dispute shall be finally resolved by binding arbitration (ICC, AAA-ICDR, or LCIA at Tote’s election), seated in Wilmington, Delaware, conducted in English, before a single arbitrator.

Claims for amounts under USD $1,000 may, at the claimant’s option, be brought in small claims court of competent jurisdiction.

19Force Majeure

Tote’s is not liable for failure or delay in performance to the extent caused by events beyond our reasonable control, including natural disasters, hurricanes, severe weather, civil unrest, government action, regulatory changes, payment processor or banking outages, internet or telecommunications failures, third-party platform outages, or pandemic conditions.

We may temporarily suspend the Platform during severe weather, civil emergency, or government-mandated shutdowns for up to fourteen (14) consecutive days without breach of these Terms.

20–22Privacy, Notices, and General

20. Privacy

Your use of the Platform is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

21. Notices

We may send you notices through the app, by email, or by SMS. Notices are deemed received on the next day after sending. You may send legal notices to Tote’s by email to legal@toteskn.com or by recognized courier to TOTES USA INC. at its registered Delaware address.

22. General

These Terms, together with our Privacy Policy and any policies referenced by Tote’s, constitute the entire agreement between you and Tote’s regarding the Platform. If any provision is held unenforceable, the remainder of these Terms remains in full force. You may not assign or transfer your rights under these Terms. Tote’s may assign these Terms freely.