Supermercados Talpa Website Termsof UseThis website is operated by the SupermercadosTalpa (“Talpa”). Throughout this website (https://supermercadostalpa.com/ and shop.supermercadostalpa.com (collectively, the “Sites”), the terms “we”, “us” and“our” refer to Talpa. Talpa offers the Sites and the ability for users to explore our Sites and membership offerings and make online purchases,conditioned upon your acceptance of all terms, conditions, policies and notices stated in these Terms of Use (the “Terms”). These Terms govern your use of the Sites and our services. The Sites areoffered to you conditioned on your acceptance, without modification, of the terms, conditions, and notices contained in these Terms. If you do not agree to these Terms, you must not access the Sites. The headings used in these t included for convenience only and will not limit or otherwise affect these terms.By visiting our Sites, you agree to be bound by the Terms. These Terms apply to all users of the Sites, including without limitation users who are browsers, members, partners, and/or contributors of content. Note that personal information that is collected on the Sites and through our services is collected and handled in accordance with our Privacy Policy[H&K1] . These Terms do not apply to Talpagiveaways and contests that have separate rules, terms, and conditions. Please refer to the applicable rules, terms, and conditions for the specific giveaway or contest. PLEASE CAREFULLY READ THE DISPUTERESOLUTION; ARBITRATION; WAIVER OF CLASS ACTION SECTION BELOW REGARDINGRESTRICTIONS ON YOUR LEGAL RIGHTS IN ANY DISPUTE INVOLVING TALPA, THESE TERMS, ADDITIONAL TERMS, OR OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS,PLEASE DO NOT ACCESS OR USE THE SITES OR OUR SERVICES.YOU MUST BE AT LEAST 16 YEARS OF AGE TO USE OR ACCESS THE SITE. YOU MAY ONLY ACCESS AND USE THE SITES IN COMPLIANCE WITH ALLAPPLICABLE LAWS, RULES AND REGULATIONS.

‍1. GENERAL CONDITIONSYou may use the Sites, including the content on it solely for the purposes stated on the Sites, as described in these Terms. You understand and agree that the Sites are provided “as-is” and that Talpa assumes no responsibility for the availability or functionality of the Sites, or for the deletion, mis-delivery or failure to store any user communications or personalization settings.
‍only individ2. USE OF SITES, SITE CONTENT, AND PROPRIETARY RIGHTS proprietary information ACCESS THEother information The Sites include a broad array of content and functionality. All user interfaces, software, and otherinformation and content, or portion or combination thereof, provided and made available by or for Talpa in connection with the Sites (“Site Content”) are to be used for al, non-commercial purposes. You agree not to use the Sites for commercial purposes. We retain all of our right, title and interest in and to Site Content. This includes, but is not limited to all copyrights, trademarks,patents, derivative works, moral rights, trade secrets, and proprietary information in all content that appears on the Sites (other than the content of our third-party business partners who have permission to appear on the Sites),and in all software that we develop in connection with the Sites. Nothing onthe Sites shall be construed as granting any license or right to use any image,trademark, service mark or logo. Downloading, copying or printing individual pages and/or parts of the Sites is allowed for personal, non-commercial use only, and will not transfer title to any software or material on the Sites toyou. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Sites without express written permission by us.

‍3. LICENSE FROM TALPATalpa grants you a limited, revocable, non-exclusive, non-transferable, and non-sub-licensable right toaccess and make personal use of the Sites. Explicit attribution to Talpa must be made in the event that Site Content, or any part thereof, is reproduced inany form, written or electronic. Furthermore, any reproduction, re-publicationor distribution of this material requires the express consent of Talpa.

‍4. PROHIBITED USES You agree not to, directly indirectly:
a) Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity in connection with your use of the Site;  b)Use or access the Sites (i) from a jurisdiction where such use or access is not authorized, (ii) for any illegal purpose, or (iii) in violation of any local, state, national, or international law.
c)Use the Sites to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability.
d)Reverse engineer, disassemble, decompile, modify, or translate any software or other components of the Sites;  
e)Distribute viruses or other harmful computer code through the Site;
f)Use scrapers, robots, or other data gathering devices not provided by Talpa on or through the Site;
g)Attempt to gain unauthorized access to the Sites, other accounts,     computer systems or networks connected to the Sites, through hacking,     password mining or any other means; remove or modify any proprietary notice, copyright notice, or     trademark legend, author attribution, or other notice placed on or     contained within any of the Sites or Site Content or attempt to disable,     bypass, modify, defeat, or otherwise circumvent any digital rights     management or security system used as part of the Sites or Site Content; upload to the Sites the personal information of others that you     are not authorized to provide or using the Sites to collect or track the     personal information of others; provide any content, data or information to Talpaerms are that contains     viruses or malicious code or is unlawful, harmful, threatening, abusive,     harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of     another’s privacy or right of publicity, hateful, or racially, ethnically     or otherwise objectionable; use the Sites or Site Content in a way that suggests you are a     representative of Talpa; use the Sites or Site Content as a platform for external     applications, or to develop applications, services, websites, or any other     functionalities that leverage the Sites or Site Content; infringe or misappropriate the intellectual property, proprietary     or privacy rights of any third party; interfere with or disrupt the proper functioning of the Sites or     Site Content, Talpa’s or any third party’s systems used to host the Sites,     or other equipment or networks used to provide the Sites or Site Content;  communicate the Site Content to the public, provide or make     available any links, hypertext (Universal Resource Locator (URL) address)     or otherwise grant access (other than a “bookmark” from a web browser) to     the Sites, or any part thereof; circumvent the security of the Sites or any host, network, or     account related thereto;  use any application programming interface to access the Sites or     Site Content;  fail to use commercially reasonable efforts to prevent the     unauthorized license, access, sale, transfer, lease, transmission,     distribution, or other disclosure of the Sites or Site Content;  allow any individual to use any account log-in credentials (e.g.,     user identification(s), code(s), password(s), procedure(s) and user keys)     issued to, or selected by, Talpa for someone other than the individual     identified in the account information;  cause damage to Talpa’s business, reputation, employees, members,     facilities, or to any other person or legal entity; otherwise use the Sites or Site Content in any manner that exceeds     the scope of use granted above; or attempt to do any of the acts described in this Section 4, or     assist or permit any person in engaging in any of the acts described in     this Section 4. Any use which violates theseTerms, gives Talpa the right (without notice or liability) to revoke theaforementioned license, cancel any order, or to refuse, restrict, terminate ordiscontinue your access to the Sites or Site Content (or any portions,components, or features thereof). We shall not be liable to you or to anythird-party for any modification, suspension or discontinuance of the Site.5. ACCOUNT REGISTRATION AND USEYou may choose to sign up for an accountor loyalty membership on the Sites. When you create an account, youwill be required to select a username and password. You agree to provide uswith accurate and complete registration information, and we disclaim anyliability arising from your failure to do so.You are responsible forsafeguarding your account information, including your password for youraccount. You agree to take sole responsibility for any activities or actionsunder your password, whether or not you have authorized such activities oractions. You agree to immediately notify Talpa of any unauthorized use of yourpassword. Users are the sole creators of their membership accounts and Talpamay not independently verify the information provided.Talpa does not process paymentinformation. Payment information is handled by third-party vendors. By usingthe Sites, you agree to your financial or payment information being shared withthe third-party payment processor. We reserve the right to refuse registrationof, or cancel your account at our sole discretion.6. ACCURACY, COMPLETENESS ANDTIMELINESS OF INFORMATION ON THE SITESAlthough Talpa attempts toprovide accurate product descriptions and other information, we are notresponsible if information made available on the Sites is not accurate,complete or current. The material on the Sites is provided for generalinformation only and should not be relied upon or used as the sole basis formaking decisions without consulting primary, more accurate, more complete ormore timely sources of information. Any reliance on the material on the Sitesis at your own risk.The Sites may contain certainhistorical information. Historical information, necessarily, is not current andis provided for your reference only. We reserve the right to modify thecontents of the Sites at any time, but we have no obligation to update anyinformation on the Sites. You agree that it is your responsibility to monitorchanges to the Sites.7. THIRD-PARTY LINKSCertain content, products andservices available via our Sites may include materials from third-parties.Third-party links on the Sites may direct you to third-party websites that arenot affiliated with us, such as Instacart, DoorDash, and UberEATS. We are notresponsible for examining or evaluating the content or accuracy and we do notwarrant and will not have any liability or responsibility for any third-partymaterials or websites, or for any other materials, products, or services ofthird-parties. We are not liable for any harm or damages related to thepurchase or use of goods, services, resources, content, or any othertransactions made in connection with any third-party websites. Please reviewcarefully the third-party’s policies and practices and make sure you understandthem before you engage in any transaction. Complaints, claims, concerns, orquestions regarding third-party products should be directed to the third-party.8. DISCLAIMER OF WARRANTIES;LIMITATION OF LIABILITYWe do not guarantee, represent orwarrant that your use of the Sites will be uninterrupted, timely, secure orerror-free. You agree that from time to time we may remove the Sites forindefinite periods of time or shut down the Sites at any time, without noticeto you. You expressly agree that your use of, or inability to use, the Sites isat your sole risk.We do not guarantee or warrantthe security of your information or any information you disclose or transmit tous. We are not responsible for the acts of those who gain unauthorized access,and we make no warranty, express, implied or otherwise, that we will preventsuch access, and we are not responsible for any damages or liabilities relatingto any such incidents to the fullest extent permitted by law.THE SITES AND ALL PRODUCTS ANDSERVICES DELIVERED TO YOU THROUGH THE SITES ARE (EXCEPT AS EXPRESSLY STATED BYUS) PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ FOR YOUR USE, AND WE HEREBY DISCLAIMANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS ORIMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, ANDNON-INFRINGEMENT. TALPA DOES NOT WARRANT THAT THE SITES OR ANY PORTION OF THESITES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITES, WILL BEUNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.IN NO CASE SHALL TALPA, ITSDIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS,SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANYDIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OFANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSTSAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASEDIN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE,ARISING FROM YOUR USE OF ANY OF THE SITES, OUR SERVICES, OR ANY PRODUCTSPROCURED USING THE SITES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USEOF THE SITES OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OROMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS ARESULT OF THE USE OF THE SITES OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED,OR OTHERWISE MADE AVAILABLE VIA THE SITES, EVEN IF ADVISED OF THEIRPOSSIBILITY. BECAUSE SOME STATES ORJURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FORCONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OURLIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVEOTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.IN NO EVENT SHALL TALPA BELIABLE, UNDER ANY LEGAL THEORY (CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OROTHER TORT, STRICT LIABILITY, OR OTHERWISE) UNDER THESE TERMS OR OTHERWISE FORANY DAMAGES IN EXCESS OF ONE HUNDRED DOLLARS ($100). SUCH LIMITATION SHALLEXTEND TO ALL LIABILITY OR POTENTIAL LIABILITY, INCLUDING FOR PERSONAL INJURYOR WRONGFUL DEATH.EACH PROVISION OF THESE TERMSTHAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OREXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THEPARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASISOF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE ANDINDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. TO THE FULLEST EXTENTPERMISSIBLE UNDER APPLICABLE LAW, THE LIMITATIONS IN THIS SECTION WILL APPLYEVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.9. INDEMNIFICATIONYou agree to indemnify, defendand hold harmless Talpa and its subsidiaries, partners, officers, directors,agents, contractors, licensors, service providers, subcontractors, suppliers,and employees, harmless from and against any claim or demand, includingreasonable attorneys’ fees, made by any third-party due to or arising out of:(a) your violation of these Terms, the documents they incorporate by reference,or any applicable law, (b) your violation of the rights of a third-party, (c)your access to or use of the Sites, (d) any dispute or issue between you andany third party concerning the Site; and (e) all claims pertaining to the Sitesor your use of the Sites that arise from or allege negligence, fraud, orintentional misconduct committed by you. Without limiting the foregoing, wereserve the right, at our own expense, to assume the exclusive defense andcontrol of any matter otherwise subject to indemnification by you (withoutlimiting your indemnification obligations with respect to that matter), and inthat case, you agree to cooperate with our defense of that claim.10. SEVERABILITYIn the event that any provisionof these Terms is determined to be unlawful, void or unenforceable, suchprovision shall nonetheless be enforceable to the fullest extent permitted byapplicable law, and the unenforceable portion shall be deemed to be severedfrom these Terms, such determination shall not affect the validity andenforceability of any other remaining provisions.11. CONTROL OF THE SITES;MODIFICATION OF TERMS; TERMINATIONWe reserve the right at any timeto modify or discontinue the Sites (or any part or content thereof) withoutnotice at any time. The obligations and liabilities of the parties incurredprior to the termination date shall survive the termination of these Terms forall purposes. These Terms are effective unless and until terminated by eitheryou or us. If in our sole judgment you fail, or we suspect that you havefailed, to comply with any of these Terms, we also may terminate these Terms atany time without notice and you will remain liable for all amounts due up toand including the date of termination; and/or accordingly may deny you accessto the Sites (or any part thereof).We reserve the right to changethese Terms on a going-forward basis at any time. Please check these Termsperiodically for changes. If a change to these Terms materially modifies anyuser rights or obligations, we will endeavor to post notice of the modificationon the Sites for a reasonable period of time. Any disputes concerning orrelated to the Sites will be resolved in accordance with the version of theseTerms that was in effect at the time the dispute arose.12. ENTIRE AGREEMENTThe failure by us to exercise orenforce any right or provision of these Terms shall not constitute a waiver ofsuch right or provision. These Terms and any policies or operating rules postedby us on the Sites or in respect to the Sites constitute the entire agreementand understanding between you and us and governs your use of the Sites,superseding any prior or contemporaneous agreements, communications andproposals, whether oral or written, between you and us (including, but notlimited to, any prior versions of these Terms).13. GOVERNING LAWThese Terms and any separateagreements shall be governed by and construed in accordance with the laws ofthe State of Georgia without regards to its conflicts of law provisions.The Sites are controlled andoperated from within the United States. We make no representation that the Sitesare appropriate or available in locations outside the United States. Anyonechoosing to access the Sites from other locations are responsible forcompliance with applicable laws. International visitors must comply with alllocal rules regarding online conduct and acceptable content, including lawsregulating the export of data from the United States or your country ofresidence.14. CONTACT INFORMATIONThe Sites are offered bySupermercados Talpa. You may contact us by emailing us at contact@supermercadostalpa.com.15.DISPUTE RESOLUTION; ARBITRATION; WAIVER OF CLASS ACTIONTalpa will try to work in goodfaith to resolve any issue you have regarding the Sites through its customerservice department. However we realize there may be cases where we may not beable to resolve an issue to a user's satisfaction. Either party may require that anydispute arising from these Terms – including but not limited to disputesarising from or concerning contract interpretation or alleged invalidity orunenforceability, alleged breach, non-performance, or termination – to finaland binding arbitration before an arbitrator mutually selected by the parties. Thearbitrator must have experience with the subject matter of the dispute, and bea former federal or state court judge. The parties intend the Federal Arbitration Act (“FAA”) to apply toensure enforcement of this arbitration agreement.  The parties will meet and confer in good faithto select an arbitrator.  For purposes ofthis Section, good-faith meet-and-confer efforts require that each partypropose at least three arbitrators who meet the qualifications described inthese Terms.  If, after 60 days of goodfaith meet and confer efforts, the Parties are unable to agree on anarbitrator, either party may petition the State courts of the State of Georgiaor the United States District Court for the Northern District of Georgia toappoint an arbitrator meeting the requirements herein from the arbitratorsproposed by the parties.  The arbitration shall be governedby the JAMS Inc. Streamlined Arbitration Rules and Procedures.  The selection of the JAMS StreamlinedArbitration Rules and Procedures does not mean that the arbitration will beadministered by JAMS.INDEPENDENT OF ANY AGREEMENT TOARBITRATE, YOU WAIVE YOUR RIGHT TO A JURY TRIAL IN ANY JUDICIAL PROCEEDING. TOTHE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (a) YOU AND TALPA AGREE THATEACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITYAND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVEACTION, AND (b) UNLESS BOTH YOU AND TALPA AGREE, NO ARBITRATOR OR JUDGE MAYCONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OFA REPRESENTATIVE OR CLASS PROCEEDING. If you bring a dispute in amanner other than in accordance with this section, you agree that we may moveto have it dismissed, and that you will be responsible for our reasonableattorneys’ fees, court costs, and disbursements in doing so. Additionally, inany action or proceeding to enforce rights under these Terms, the prevailingparty will be entitled to reasonable attorneys’ fees, court costs, anddisbursements. [H&K1]Note to Talpa - implementation:Include a hyperlink to the privacy policy here.