Last Updated: 12 August, 2026
1. Introduction and Acceptance of These Terms
Welcome to Manna. These Terms of Service (“Terms”) are a binding agreement between you and Manna Drones Inc. (“Manna,” “we,” “our,” or “us”). These Terms govern your access to and use of Manna’s websites, mobile applications, ordering interfaces, drone delivery services, customer support services and other products, features and services that link to or otherwise incorporate these Terms (collectively, the “Services”). The Services include technology and services that enable you to order products (“Products”) offered by restaurants, retailers and other third-party businesses (“Merchants”) and to have eligible Products delivered using unmanned aircraft systems or drones operated by or on behalf of Manna. Certain Products, features, promotions or Services may be subject to additional terms (“Supplemental Terms”). Supplemental Terms are incorporated into these Terms when presented to you. If Supplemental Terms expressly conflict with these Terms, the Supplemental Terms will control with respect to the subject matter of those Supplemental Terms. Our Privacy Notice explains how we collect, use and disclose personal information in connection with the Services and is incorporated by reference into these Terms. PLEASE READ THESE TERMS CAREFULLY. SECTION 22 CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. EXCEPT FOR CERTAIN DISPUTES DESCRIBED IN SECTION 22, YOU AND MANNA AGREE TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT. YOU AND MANNA EACH WAIVE THE RIGHT TO A JURY TRIAL AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION AGREEMENT AS DESCRIBED IN SECTION 22. By clicking “Accept,” “I Agree,” “Agree & Continue,” or a similar button presented with these Terms, creating an account after being presented with these Terms, placing an order after being presented with these Terms, or otherwise affirmatively agreeing to these Terms through the Services, you acknowledge that you have read and understood these Terms and agree to be bound by them. If you do not agree to these Terms, you may not access or use the Services. You consent to enter into this agreement electronically and agree that electronic acceptance and electronic records may be used in connection with the Services.
2. Eligibility
You must be at least eighteen (18) years old and legally capable of entering into a binding agreement to use the Services. By using the Services, you represent and warrant that you satisfy these requirements. You may not permit a minor to place orders through your account. If you access or use the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.
3. The Manna Service and Merchants
Manna provides technology, payment-processing and drone delivery services that facilitate the ordering and delivery of Products from participating Merchants. Manna may provide some or all aspects of the Services through affiliates, contractors, service providers, aviation operators or other third parties acting on Manna’s behalf, including third parties that operate aircraft used to provide the Services. References in these Terms to Services provided or activities carried out by Manna include, where applicable, Services provided or activities carried out on Manna’s behalf. Unless expressly stated otherwise in connection with a particular Product or transaction, the applicable Merchant is the seller and retailer of record of the Products you order. Manna is not the seller, retailer, manufacturer or supplier of those Products. Manna may act as merchant of record for payment-processing purposes, including by processing or collecting payment for an Order through Manna’s payment service providers. Manna’s role in processing or collecting payment does not make Manna the seller or retailer of the Products and does not, by itself, cause title to or risk of loss in the Products to pass to Manna. The applicable Merchant is responsible for the sale of its Products and for their preparation, packaging, description, ingredients, quality, condition, labeling and compliance with laws applicable to the Merchant and its Products. Images, descriptions, menus, nutritional information, ingredient information, inventory information, pricing information and other Product information displayed through the Services may be supplied by Merchants or other third parties. Manna does not independently verify all such information and does not warrant that it is complete or error-free. Product descriptions and images may be approximate, and actual Products may differ from images displayed through the Services. The availability of a Merchant or Product through the Services does not constitute an endorsement, sponsorship or recommendation by Manna. Except to the extent expressly stated otherwise or required by applicable law, Manna is not responsible for the acts or omissions of Merchants or other third parties.
4. Food, Allergens and Product Safety
Manna does not prepare food or other Products. If you have a food allergy, sensitivity, dietary restriction, medical concern or other question concerning a Product or its ingredients, you should contact the Merchant directly before ordering or consuming the Product. Merchants are responsible for providing accurate ingredient and allergen information applicable to their Products. You acknowledge that Products containing different ingredients and allergens may be transported using the same or similar Manna aircraft, containers, delivery equipment or other equipment. Although Products may be packaged separately, Manna cannot guarantee that delivery equipment or surfaces will be free from trace amounts of allergens or other substances. If you have a severe allergy or other condition for which potential cross-contact presents a material risk, you should take that risk into account before using the Services. Nothing in this Section limits any obligation imposed on Manna by applicable law.
5. Accounts and Account Security
You may be required to create and maintain an account to use some or all of the Services. You agree to provide complete, current and accurate information and to update that information when necessary. You are responsible for maintaining the confidentiality and security of your account credentials and for taking reasonable steps to prevent unauthorized access to your account. You must promptly notify Manna if you know or reasonably suspect that your account has been accessed or used without authorization. You may not create an account using false information, impersonate another person, create multiple accounts for fraudulent or abusive purposes, sell or transfer your account, or use another person’s account without authorization. We may require reasonable verification of your identity, age, payment information, delivery location or eligibility to use particular Services. To the extent permitted by applicable law, you are responsible for transactions properly authenticated through your account unless they result from Manna’s failure to exercise reasonable care or another circumstance for which applicable law places responsibility on Manna.
6. Orders
6.1 Product and Service Availability Products and Services displayed through the Services are subject to availability. A Product appearing as available does not guarantee that the Product will remain available when your order is processed. Manna or a Merchant may impose quantity, weight, size, value, packaging, delivery-location or other limits, including limits required for safe or lawful drone delivery. 6.2 Placing an Order Before submitting an order, you will generally have an opportunity to review information concerning the Products requested, delivery location, applicable prices and fees and payment method. Your submission of an order constitutes a request to purchase the applicable Products from the relevant Merchant and obtain the associated delivery service. An automated acknowledgment that Manna or a Merchant has received your order does not necessarily constitute acceptance of the order. Acceptance occurs when you are notified through the Services or by another communication that the order has been accepted or is being prepared or fulfilled, as applicable to the relevant ordering flow. 6.3 Refusal, Modification and Cancellation of Orders Manna or the applicable Merchant may decline, modify or cancel an order where reasonably necessary, including where: (a) a Product is unavailable; (b) the Merchant cannot fulfil the order; (c) the order exceeds applicable aircraft, weight, size, quantity, value or packaging restrictions; (d) the delivery location cannot safely, lawfully or operationally be served; (e) weather, wind, visibility, airspace, emergency activity or other aviation conditions prevent or materially affect delivery; (f) an aircraft, communications system or other technology is unavailable or experiences an issue; (g) payment authorization fails; (h) fraud, misuse or other suspicious activity is reasonably suspected; (i) information concerning a price, Product, fee or availability is materially incorrect due to an obvious error; or (j) applicable law, regulation, regulatory authorization or safety requirements prevent or restrict fulfilment. If Manna identifies an obvious pricing or fee error before fulfilment, Manna may cancel the affected order and, where appropriate, invite you to place a new order using the correct price or fee. If an order for which you have been charged is cancelled, amounts properly refundable will be refunded or released as appropriate, subject to any lawful cancellation charge disclosed to you before you submitted the order. 6.4 Customer Cancellations Your ability to cancel an order may depend on the stage of fulfilment. A Merchant may begin preparing a Product shortly after an order is accepted, and drone dispatch or other delivery activities may also commence promptly. Any applicable cancellation restrictions or charges will be disclosed through the Services where required by law. Nothing in this Section limits cancellation or refund rights that cannot lawfully be excluded.
7. Prices, Fees, Taxes and Payment
7.1 Prices and Fees Product prices are generally determined by Merchants. Manna may charge delivery, service or other fees in connection with the Services. Applicable Product prices, Manna fees and other charges will be displayed or otherwise disclosed during checkout before you submit your order. Prices and fees may vary by Merchant, Product, location, delivery conditions, demand, promotion or other factors. Manna may change prices and fees prospectively. Changes will not alter charges for an order already accepted except where permitted by applicable law or where you expressly agree to the change. 7.2 Taxes Applicable taxes may be calculated, collected and remitted in connection with transactions as required by law. Nothing in these Terms determines the legal incidence of a tax where applicable law provides otherwise. 7.3 Payment You must provide a valid payment method accepted through the Services. By providing a payment method and submitting an Order, you authorize Manna and/or its payment service providers to process and collect the amounts payable in connection with the Order. Where Manna acts as merchant of record for payment-processing purposes, the charge associated with your Order may appear on your payment account or statement under Manna’s name or an associated billing descriptor. Manna’s processing or collection of payment does not alter the identity of the Merchant as seller and retailer of record of the Products. Payment processing may be performed by third-party payment processors and may be subject to additional terms imposed by those providers. You are responsible for maintaining accurate payment and billing information. 7.4 Title and Risk in Products Unless expressly stated otherwise in connection with a particular Product or transaction, the applicable Merchant is the seller and retailer of record of the Products. At no time will title to or risk of loss in a Product pass to Manna solely because Manna facilitates the Order, processes or collects payment, takes temporary possession of the Product for delivery, or provides the Delivery Services. Title to and risk of loss in Products pass directly between the applicable Merchant and you in accordance with the terms governing the applicable sale and applicable law. Manna’s temporary possession or transportation of a Product for the purpose of delivery does not constitute ownership of that Product. Nothing in this Section limits Manna’s responsibility for loss of or damage to a Product to the extent caused by Manna while the Product is in Manna’s custody and Manna is legally responsible for that loss or damage.
8. Refunds and Product Issues
If you believe that an order was not delivered, was incorrectly delivered, or there was another problem with Manna’s delivery service, you should contact Manna customer support promptly. Issues arising from the preparation, ingredients, quality, condition, safety, labeling, accuracy or conformity of Products are primarily the responsibility of the applicable Merchant as seller and retailer of record. Issues arising from payment processing or Manna’s drone delivery service are primarily Manna’s responsibility. Manna may nevertheless administer or facilitate refunds, credits or other customer accommodations on behalf of itself or a Merchant. Unless otherwise required by applicable law, Manna’s decision to provide an accommodation does not constitute an admission of fault or liability. Nothing in these Terms limits a refund, replacement or other remedy that cannot lawfully be excluded.
9. Drone Delivery, Delivery Locations and Safety
9.1 Nature of Drone Delivery The Services involve operation of unmanned aircraft systems in or near residential, commercial and other properties. Depending on Manna’s technology and operating procedures, an aircraft may fly, maneuver or hover above or near a delivery location, and a Product may be lowered or deposited using a tether, cable, lowering mechanism, container or other delivery equipment. Manna aircraft and associated equipment contain moving and automated components. You must comply with all safety instructions presented through the Services or provided by Manna personnel. Manna may provide some or all aspects of the Services through affiliates, contractors, service providers, aviation operators or other third parties acting on Manna’s behalf, including third parties that operate aircraft used to provide the Services. References in these Terms to Services provided or activities carried out by Manna include, where applicable, Services provided or activities carried out on Manna’s behalf. 9.2 Delivery Location and Authority You must designate an eligible delivery location through the Services. By requesting a delivery to a particular property or location (“Delivery Location”), you represent and warrant that you have the ownership right, occupancy right, permission or other lawful authority reasonably necessary to request a drone delivery to that Delivery Location. You authorize Manna and persons operating on Manna’s behalf to carry out the activities reasonably required to attempt and complete the requested drone delivery at the Delivery Location, including operating an aircraft above or near the Delivery Location and lowering or depositing a package there. You agree not to request delivery to property where you know that the owner or lawful occupier has prohibited the delivery or where you otherwise lack authority to request it. 9.3 Suitability of Delivery Location You are responsible for selecting a Delivery Location that satisfies instructions made available through the Services. The Delivery Location must remain reasonably clear and suitable for the delivery method communicated to you. Manna may determine, using automated systems, personnel or both, whether a proposed Delivery Location is suitable. Manna may refuse, delay, relocate or discontinue a delivery if Manna reasonably determines that the Delivery Location is unsafe, obstructed, unsuitable, unlawful or operationally impracticable. Manna is not required to follow a flight path or delivery approach requested by you where Manna determines another approach is appropriate for safety, legal, regulatory or operational reasons. 9.4 Your Safety Obligations You agree to: (a) keep yourself and other persons a safe distance from Manna aircraft and delivery equipment; (b) keep children, animals, vehicles and other movable objects clear of the designated delivery area as instructed; (c) not touch, grab, strike, throw anything at, interfere with, obstruct, damage, disable or attempt to control any aircraft or delivery equipment; (d) not pull, catch, cut, hold or interfere with a tether, cable, lowering mechanism or other equipment; (e) not attempt to retrieve or touch a package until it has been released or deposited and the aircraft has safely moved away from the immediate delivery area; (f) not use lasers, projectiles or other objects in a manner that could interfere with an aircraft or drone operation; (g) comply promptly with safety warnings or instructions provided through the Services or by Manna personnel; and (h) take reasonable steps to ensure that persons and animals under your supervision or control comply with applicable safety requirements. FAILURE TO FOLLOW DRONE SAFETY INSTRUCTIONS MAY CREATE A RISK OF SERIOUS PERSONAL INJURY, DEATH OR PROPERTY DAMAGE. 9.5 Acknowledgment and Assumption of Inherent Risk You understand that drone delivery involves aircraft, moving components, automated technology and equipment operating in proximity to people and property and that certain risks cannot be eliminated entirely even when reasonable safety precautions are taken. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU KNOWINGLY AND VOLUNTARILY ACCEPT AND ASSUME THE ORDINARY AND INHERENT RISKS ASSOCIATED WITH YOUR USE OF DRONE DELIVERY SERVICES, INCLUDING RISKS ARISING FROM THE PRESENCE AND OPERATION OF AIRCRAFT AND DELIVERY EQUIPMENT AT OR NEAR YOUR DELIVERY LOCATION. This assumption of risk does not require you to assume, and does not waive or release, liability for Manna’s fraud, willful misconduct or gross negligence, or any liability or right that applicable law does not permit to be waived or limited. 9.6 Unexpected Aircraft or Equipment Events If an aircraft, tether, package-delivery mechanism or other Manna equipment lands unexpectedly, becomes caught, remains on property, appears damaged, or otherwise appears unsafe, you must not approach, touch, move, dismantle, retain or otherwise interfere with the aircraft or equipment unless Manna expressly instructs you that it is safe to do so. Contact Manna customer support and follow the instructions provided. Manna aircraft, delivery equipment and other operational equipment remain Manna’s property or the property of the applicable owner at all times. Finding or receiving possession of such equipment does not transfer ownership to you. 9.7 Access to Recover Equipment Manna personnel or contractors may occasionally require physical access to property in connection with a delivery or to inspect, retrieve or secure an aircraft, delivery mechanism, package or other Manna equipment. By requesting delivery to a Delivery Location, you agree to provide reasonable cooperation with such recovery activities and, to the extent you have authority to do so, consent to reasonable access upon reasonable notice for that purpose. Except in an emergency or where otherwise permitted by applicable law, Manna will seek to coordinate physical access with the owner or lawful occupier of the relevant property. Nothing in these Terms authorizes Manna to enter property in a manner prohibited by applicable law. 9.8 Delivery Completion and Unattended Deliveries Drone deliveries may be completed without a person physically accepting the package. Subject to applicable law and any contrary terms presented at checkout, a delivery will generally be considered completed when the package has been released at the Delivery Location designated or approved through the Services. You should retrieve delivered Products promptly. To the maximum extent permitted by applicable law, Manna is not responsible for theft, loss, contamination, deterioration, weather exposure, damage caused by animals, or other events occurring after a Product has been successfully delivered, except to the extent caused by Manna or otherwise attributable to Manna under applicable law. 9.9 Delivery Estimates and Operational Decisions Delivery and arrival times displayed through the Services are estimates and not guarantees. Drone delivery may be affected by Merchant preparation times, weather, wind, visibility, airspace restrictions, temporary flight restrictions, emergency activity, regulatory requirements, aircraft availability, battery conditions, communications or technology failures, safety considerations and other factors. The Services may also be restricted, delayed, modified, suspended or cancelled as a result of requirements, directions, restrictions or actions of the Federal Aviation Administration, other governmental or regulatory authorities, air traffic service providers, law enforcement, emergency services or other authorities having jurisdiction over or affecting the Services. Safety takes priority over delivery speed. Manna and any aviation operator operating the Services may delay, reroute, abort or cancel a delivery, or decline to commence or continue a flight, where Manna or the applicable aviation operator determines that doing so is appropriate for safety, legal, regulatory or operational reasons.
10. Service Data and Drone-Generated Data
In providing the Services, Manna’s aircraft, delivery equipment, applications and other systems may generate or collect operational and technical data relating to delivery operations and use of the Services (“Service Data”). Service Data may include aircraft telemetry, system status, flight and delivery information, location and geospatial information, delivery-zone information, sensor information and, where applicable, imagery or other data captured by equipment used to operate or support the Services. Manna may use Service Data to provide, operate, secure, troubleshoot, maintain, develop and improve the Services; assess delivery-site suitability; support safety and regulatory compliance; investigate incidents; prevent fraud or misuse; and for other purposes described in Manna’s Privacy Notice. Where Service Data constitutes personal information, Manna will process that information in accordance with applicable privacy law and Manna’s Privacy Notice. Nothing in these Terms authorizes Manna to use personal information in a manner inconsistent with rights that applicable law does not permit you to waive. Manna owns or retains all rights in operational, technical, analytical and derived information generated by Manna’s systems to the extent permitted by applicable law, subject always to applicable privacy rights in personal information.
11. User Content
If the Services permit you to submit, upload, publish or transmit ratings, reviews, photographs, video, text or other content (“User Content”), you retain ownership of your User Content subject to the license granted below. You represent and warrant that you have all rights necessary to submit User Content and that your User Content does not violate applicable law or the rights of another person. You may not submit User Content that is unlawful, fraudulent, threatening, abusive, defamatory, infringing, intentionally misleading, invasive of privacy, malicious or otherwise prohibited by applicable law. By submitting User Content, you grant Manna a worldwide, non-exclusive, royalty-free, transferable and sublicensable license to host, store, reproduce, modify as technically necessary, display, distribute and otherwise use the User Content for purposes of operating, promoting, developing and improving the Services. This license continues for so long as reasonably necessary for those purposes, subject to applicable law and Manna’s Privacy Notice. Manna may remove or restrict access to User Content where Manna reasonably believes that it violates these Terms, applicable law or another person’s rights. Manna has no obligation to publish, maintain or monitor User Content except as required by applicable law.
12. Communications
Manna may communicate with you in connection with the Services by email, SMS or text message, telephone, push notification, in-app notification or other contact method you provide or enable. Service-related communications may include account verification, security notifications, receipts, order confirmations, delivery updates, safety notifications, serviceability information, customer-support communications and other transactional or administrative messages. Certain transactional communications may be necessary for proper operation of the Services. Where required by law, Manna will obtain any consent required before sending marketing or promotional communications. Consent to receive marketing or promotional calls or text messages is not a condition of purchasing Products or using the Services. Where marketing consent is requested, Manna may provide additional disclosures regarding frequency, automated technology, opt-out methods and other matters required by applicable law. You may opt out of promotional emails using the unsubscribe mechanism provided in those emails and may opt out of promotional SMS communications through the opt-out mechanism provided with those communications. Message and data rates imposed by your wireless provider may apply. You agree to keep your contact information current. If you cease to control a telephone number or email address associated with your account, you should update your account promptly.
13. Promotions, Credits, Referral Programs and Sweepstakes
Manna may offer promotions, promotional codes, credits, discounts, referral programs, sweepstakes or other offers. Additional rules or Supplemental Terms may apply. If specific promotional terms conflict with these Terms regarding the relevant promotion, the specific promotional terms will control. Unless otherwise stated, promotions may be personal, non-transferable, non-refundable, subject to expiration, subject to geographic, Merchant, Product or account restrictions, and void where prohibited. Promotional credits have no cash value except where applicable law requires otherwise. You may not obtain promotional benefits through fraud, misrepresentation, creation of multiple accounts, automated activity, collusion or circumvention of eligibility restrictions. Manna may suspend, cancel, withhold or reverse promotional benefits where reasonably necessary to address fraud, abuse, mistake or legal requirements, subject to applicable law.
14. Regulated and Restricted Products
Certain Products may be subject to age restrictions, identity verification, regulatory requirements or additional legal conditions. If Manna enables delivery of alcohol, medication or other regulated or restricted Products, additional Supplemental Terms, eligibility requirements or verification processes may apply. Manna may refuse or terminate delivery of a regulated Product where required by law or where applicable verification requirements are not satisfied. Unless expressly stated otherwise, Manna is not a healthcare provider, pharmacy, prescriber or medical adviser and does not provide medical diagnosis, treatment recommendations or pharmaceutical advice. Nothing in this Section implies that any particular regulated Product is currently available through the Services.
15. Prohibited Uses
You may use the Services only for lawful, personal purposes and in accordance with these Terms. You may not: (a) violate applicable law or the rights of another person; (b) impersonate another person or misrepresent your identity or affiliation; (c) use another person’s account without authorization; (d) provide materially false or misleading information; (e) interfere with, disable, damage, overload or disrupt the Services; (f) introduce viruses, malicious software or harmful code; (g) attempt to gain unauthorized access to an account, system, network or data; (h) circumvent technological, geographic, security, safety or access-control measures; (i) use robots, spiders, scrapers or automated means to access or extract data from the Services except where expressly authorized by Manna or protected by applicable law; (j) reverse engineer, decompile, disassemble or attempt to derive source code from the Services except to the extent such restriction is prohibited by law; (k) use the Services or Manna technology to develop, train or improve a competing product or service except where expressly authorized; (l) use the Services for unauthorized resale or commercial exploitation; (m) engage in fraudulent payments, chargebacks, promotions or account activity; (n) interfere with, obstruct, damage or compromise a Manna aircraft or drone operation; (o) request delivery to property where you know you lack authority to request delivery; (p) use the Services to harass, threaten or harm another person; or (q) assist, encourage or attempt any prohibited conduct.
16. Intellectual Property
The Services, including Manna’s software, technology, interfaces, designs, text, graphics, logos, trademarks, photographs, audio, video and other materials provided by Manna, are owned by or licensed to Manna and are protected by intellectual property laws. Subject to your compliance with these Terms, Manna grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Services solely for your personal, non-commercial use. The Manna application is licensed, not sold. No rights are granted except as expressly stated in these Terms. Manna’s names, trademarks, service marks, logos and branding may not be used without prior written permission. Third-party trademarks and materials remain the property of their respective owners.
17. Feedback
You may voluntarily provide Manna with suggestions, ideas, comments or other feedback concerning the Services (“Feedback”). You agree that Manna may use Feedback for any lawful purpose without restriction, compensation or obligation of confidentiality. To the extent rights in Feedback cannot lawfully be assigned, you grant Manna a perpetual, worldwide, irrevocable, royalty-free, transferable and sublicensable license to use and exploit that Feedback for any lawful purpose. This Section does not give Manna ownership of personal information contained in Feedback or limit rights you have under applicable privacy law.
18. Copyright Complaints
Manna respects the intellectual property rights of others. If material made available through the Services permits user-hosted content and you believe that material infringes your copyright, you may send a written notification containing the information required under applicable U.S. copyright law to Manna’s designated copyright agent. Designated Copyright Agent: Manna Drones Inc. Attn: Copyright Agent Email: legal@manna.aero A copyright notice should identify the copyrighted work claimed to have been infringed, identify the allegedly infringing material sufficiently to allow Manna to locate it, provide your contact information, include the statements required by applicable law concerning good-faith belief and accuracy/authority, and contain an electronic or physical signature of the authorized person. Manna may remove or disable access to allegedly infringing material and may terminate repeat infringers where appropriate.
19. Third-Party Services and Links
The Services may contain links to or integrate with websites, applications, Merchants, payment processors or services operated by third parties. Manna does not control those third-party services and, except as required by applicable law or expressly stated otherwise, is not responsible for their content, availability, security, privacy practices or conduct. Your use of third-party services may be governed by separate agreements between you and the relevant third party. Manna’s inclusion of a third-party link or integration does not constitute endorsement of the third party.
20. Availability, Modification and Force Majeure
Manna may modify, restrict, suspend or discontinue some or all of the Services, temporarily or permanently, including in particular geographic areas. Manna does not guarantee that drone delivery will be available at every address, during particular hours or on every occasion. Serviceability may change because of safety considerations, operational requirements, law, regulatory approvals, airspace restrictions, infrastructure, Merchant availability, technological requirements or other circumstances. To the maximum extent permitted by applicable law, Manna will not be responsible for failure or delay in performing an obligation to the extent caused by circumstances reasonably beyond Manna’s control, including severe weather, natural disaster, fire, flood, epidemic, pandemic, war, terrorism, civil disturbance, governmental action, regulatory restriction, airspace closure or restriction, emergency response activity, utility or telecommunications failure, labor disruption, transportation interruption or other force majeure event. Nothing in this Section excuses an obligation that applicable law does not permit Manna to exclude.
21. Disclaimer of Warranties, Limitation of Liability and Indemnification
21.1 Disclaimer of Warranties TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” To the maximum extent permitted by applicable law, Manna disclaims warranties and conditions not expressly stated in these Terms, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, title and non-infringement. Manna does not warrant that the Services will always be available, uninterrupted, timely, secure or error-free; that defects will always be corrected; or that every requested delivery can be completed. To the extent Manna is not the seller of a Product, Manna does not provide warranties regarding that Product except as expressly stated or required by law. Manna does not disclaim any warranty, guarantee or consumer right that applicable law prohibits Manna from disclaiming. 21.2 Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MANNA AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS (COLLECTIVELY, THE “MANNA PARTIES”), WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, AN ORDER, A PRODUCT OR A DELIVERY, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A MANNA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE MANNA PARTIES ARISING OUT OF OR RELATING TO AN ORDER, DELIVERY OR TRANSACTION WILL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY YOU IN CONNECTION WITH THE ORDER, DELIVERY OR TRANSACTION GIVING RISE TO THE CLAIM. If a claim does not arise from a particular paid transaction, then, to the maximum extent permitted by applicable law, the aggregate liability of the Manna Parties for that claim will not exceed the amounts paid by you to Manna for the Services during the six (6) months immediately preceding the event giving rise to the claim or, if you paid Manna nothing during that period, US$50. The foregoing exclusions and limitations apply regardless of whether a claim sounds in contract, tort (including negligence), strict liability, statute or another theory, to the maximum extent permitted by applicable law. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR MANNA’S FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR FOR DEATH, PERSONAL INJURY, PROPERTY DAMAGE OR ANY OTHER LIABILITY TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT THAT LIABILITY TO BE EXCLUDED OR LIMITED. Some jurisdictions do not allow certain exclusions or limitations of liability. In those jurisdictions, the foregoing exclusions and limitations apply only to the maximum extent permitted by law. 21.3 Indemnification To the maximum extent permitted by applicable law, you agree to indemnify, defend and hold harmless the Manna Parties from third-party claims, losses, liabilities, damages, penalties, fines and reasonable costs and expenses, including reasonable attorneys’ fees, arising directly from: (a) your material breach of these Terms; (b) your fraud, willful misconduct or unlawful use of the Services; (c) your User Content; (d) your violation of applicable law or the rights of another person; (e) your interference with an aircraft or drone operation; or (f) your knowingly requesting drone delivery to property where you lacked authority to authorize the delivery. Manna reserves the right, at its expense, to assume exclusive control of the defense of a matter otherwise subject to indemnification by you, in which case you agree to reasonably cooperate with the defense. This Section does not require you to indemnify a Manna Party for that party’s own gross negligence, fraud, willful misconduct or other conduct to the extent indemnification is prohibited by applicable law.
22. ARBITRATION AGREEMENT AND CLASS ACTION WAIVER
22.1 PLEASE READ THIS SECTION CAREFULLY THIS SECTION AFFECTS YOUR LEGAL RIGHTS. EXCEPT AS EXPRESSLY PROVIDED BELOW, YOU AND MANNA AGREE THAT DISPUTES BETWEEN YOU WILL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AND NOT IN COURT. ARBITRATION MEANS THAT A NEUTRAL ARBITRATOR, RATHER THAN A JUDGE OR JURY, WILL GENERALLY DECIDE THE DISPUTE. ARBITRATION MAY INVOLVE MORE LIMITED DISCOVERY THAN COURT PROCEEDINGS, AND RIGHTS TO APPEAL OR JUDICIAL REVIEW OF AN ARBITRATION AWARD ARE GENERALLY MORE LIMITED THAN RIGHTS AVAILABLE IN COURT. YOU AND MANNA EACH WAIVE THE RIGHT TO A TRIAL BY JURY. YOU AND MANNA ALSO AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLAIMS WILL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF, CLAIMANT OR CLASS MEMBER IN A CLASS, COLLECTIVE, COORDINATED, CONSOLIDATED OR REPRESENTATIVE ACTION. You may opt out of this Arbitration Agreement as provided in Section 22.13. 22.2 Informal Dispute Resolution Before commencing arbitration, either party must first provide the other with an individual written notice of the dispute and a reasonable opportunity to resolve it informally. A person asserting a dispute against Manna must send notice to: Email: legal@manna.aero The notice must include: (a) the person’s full name; (b) the email address and, where applicable, telephone number associated with the Manna account; (c) a reasonably detailed description of the claim and relevant facts; (d) the specific relief requested; and (e) sufficient information to allow Manna reasonably to identify the relevant order, delivery or transaction, if applicable. Manna will provide substantially equivalent information if Manna asserts a claim against you. The parties will attempt in good faith to resolve the dispute for 60 days after receipt of a complete notice. During that period, either party may request an individualized telephone or videoconference settlement discussion, and the parties agree to participate personally and in good faith if such a discussion is reasonably requested. The applicable limitations period and deadline to commence arbitration will be tolled during the 60-day informal-resolution period to the extent permitted by law. Completion of this informal process is a condition precedent to arbitration, except where immediate action is reasonably necessary to preserve a claim, obtain emergency relief or avoid other irreparable prejudice. 22.3 Agreement to Arbitrate Except for disputes expressly excluded below, you and Manna agree to resolve by final and binding individual arbitration any dispute, claim or controversy between you and Manna arising out of or relating to: (a) these Terms or any prior version of them; (b) the Services; (c) your account; (d) any order, payment, Product or delivery; (e) operation of a Manna aircraft; (f) communications between you and Manna; (g) the Privacy Notice to the extent an arbitrable claim arises under it; or (h) any aspect of your relationship with Manna. This Arbitration Agreement applies whether a claim arises in contract, tort, statute, fraud, misrepresentation, consumer-protection law, equity or any other legal theory. It applies to claims that accrued before or after your acceptance of these Terms to the maximum extent permitted by applicable law. This Arbitration Agreement evidences a transaction involving interstate commerce and is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16 (“FAA”), and not by state arbitration law to the extent the FAA governs. 22.4 Authority to Decide Arbitrability Except for matters expressly reserved to a court under these Terms, the arbitrator will decide disputes concerning the interpretation, applicability, scope, formation or enforceability of this Arbitration Agreement. A court of competent jurisdiction, and not the arbitrator, will decide: (a) whether the Class Action Waiver in Section 22.10 is enforceable; (b) whether applicable law requires a claim for public injunctive relief or another non-waivable remedy to remain available in court; (c) whether the pre-arbitration requirements applicable to a coordinated or mass filing have been satisfied where applicable; and (d) any other issue that applicable law requires a court rather than an arbitrator to decide. 22.5 Exceptions to Arbitration Notwithstanding Section 22.3: (a) either party may bring an individual claim in small claims court if the claim qualifies and remains on an individual basis; (b) either party may seek temporary, preliminary or emergency injunctive relief from a court where reasonably necessary to preserve the status quo or prevent imminent irreparable harm pending arbitration; (c) either party may bring an action in court concerning infringement or misappropriation of patents, copyrights, trademarks or trade secrets; and (d) nothing in this Arbitration Agreement prevents you from communicating with, filing a complaint with or seeking assistance from a federal, state or local governmental or regulatory agency. A governmental agency may pursue remedies or enforcement action to the extent authorized by law. 22.6 Arbitration Administrator and Rules Unless you and Manna agree otherwise in writing, arbitration will be administered by National Arbitration and Mediation (“NAM”) before a single neutral arbitrator. The arbitration will be administered under NAM’s: • Comprehensive Dispute Resolution Rules and Procedures; • Fees for Disputes When One of the Parties is a Consumer; and • Supplemental Rules for Mass Arbitration Filings, where applicable, in each case as in effect when the arbitration demand is filed, except to the extent a particular rule conflicts with these Terms or applicable law. Rules permitting class arbitration do not apply. If NAM is unavailable or unwilling to administer a dispute consistently with this Arbitration Agreement, the parties will meet and confer in good faith to identify another nationally recognized arbitration administrator. If the parties cannot agree, either party may request that a court of competent jurisdiction appoint an administrator or arbitrator consistent with the FAA and this Arbitration Agreement. An administrator’s unavailability will not itself invalidate the agreement to arbitrate unless applicable law requires that result. 22.7 Arbitration Procedure Unless the parties agree otherwise or applicable law or NAM rules require otherwise, arbitration may be conducted based on written submissions, by telephone, by videoconference or at an in-person hearing. You may request that an in-person hearing take place reasonably near your primary residence. The arbitrator will apply applicable substantive law and these Terms. The arbitrator may award the individual claimant any remedy that would otherwise be available to that individual under applicable law, subject to the limitations imposed by the Class Action Waiver to the extent enforceable. The arbitrator must issue a reasoned written decision where required by the applicable arbitration rules or requested by either party. Judgment on the award may be entered in any court having jurisdiction. 22.8 Arbitration Fees Payment of filing, administrative and arbitrator fees will be governed by NAM’s applicable consumer fee schedule and applicable law. Manna will pay fees Manna is required to pay under the applicable rules or law. Nothing in these Terms requires you to bear arbitration costs where doing so would render this Arbitration Agreement unenforceable under applicable law. Each party will ordinarily bear its own attorneys’ fees and costs unless applicable law or the arbitrator permits an award of attorneys’ fees or costs. 22.9 Confidentiality To the extent permitted by applicable law and the applicable arbitration rules, the parties may request reasonable protection for confidential, proprietary, commercially sensitive or personal information disclosed during arbitration. Nothing in this Section prohibits disclosures required by law, reasonably required to enforce or challenge an arbitration award, or made to a regulator or governmental authority. 22.10 Class, Collective and Representative Action Waiver TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND MANNA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, CLASS MEMBER OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, COORDINATED, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. Unless you and Manna expressly agree otherwise in writing, an arbitrator may not consolidate the substantive claims of more than one person and may not preside over a class, collective or representative proceeding. Subject to Section 22.11, the arbitrator may award declaratory, injunctive or monetary relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that individual’s claim. Nothing in this Section prevents the parties from participating in a class-wide or collective settlement agreed by the parties. 22.11 Public Injunctive Relief and Other Non-Waivable Rights Nothing in these Terms is intended to waive a right to seek public injunctive relief or another remedy to the extent applicable law prohibits contractual waiver of that right or requires the claim or remedy to remain available in a judicial forum. If applicable law requires a claim or request for public injunctive relief, or another particular remedy, to proceed in court notwithstanding this Arbitration Agreement, that claim or request may proceed in court only to the extent required by law. To the maximum extent permitted by law, any such court proceeding will be severed and stayed pending completion of arbitration of the arbitrable claims. The inability to arbitrate a particular claim or remedy will not invalidate this Arbitration Agreement as to other claims or remedies. 22.12 Coordinated or Mass Arbitration If multiple substantially similar arbitration demands are filed against Manna and satisfy the definition or requirements for coordinated or mass arbitration under NAM’s applicable rules, those demands will be administered in accordance with NAM’s then-current Supplemental Rules for Mass Arbitration Filings. The parties agree to cooperate in good faith with NAM and any procedural arbitrator appointed under those rules regarding reasonable procedures intended to promote the fair, efficient and orderly administration of such demands. The use of common procedural mechanisms for coordinated or mass filings does not authorize class arbitration. Except where Manna expressly agrees otherwise in writing, each claimant’s substantive claim must ultimately be resolved individually. Any dispute regarding fees, procedural administration, consolidation for administrative purposes or the applicability of NAM’s mass-filing procedures will be determined in accordance with NAM’s applicable rules and this Arbitration Agreement. 22.13 Right to Opt Out YOU MAY OPT OUT OF THIS ARBITRATION AGREEMENT. To opt out, you must send Manna written notice within 30 days after the date on which you first become subject to this Arbitration Agreement. Your notice must include: (a) your full name; (b) the email address and, if applicable, telephone number associated with your Manna account; and (c) a clear statement that you wish to opt out of the Arbitration Agreement in Manna’s U.S. Terms of Service. The notice may be sent to: Email: arbitration-optout@manna.aero Your opt-out notice must be personal to you. A notice purporting to opt out multiple persons will be ineffective as to anyone other than the person who validly submitted it, except where applicable law requires otherwise. A valid opt-out affects only this Arbitration Agreement and does not affect the remaining Terms. Manna will not deny you access to the Services or otherwise retaliate against you because you validly opted out. 22.14 Future Changes to the Arbitration Agreement If Manna materially changes this Arbitration Agreement after you have accepted it, Manna will provide at least 30 days’ advance notice of the material change through the Services, by email or by another reasonable method. A material change will not apply to an individual dispute of which Manna had actual notice before the effective date of the change. If you do not wish to accept a material change to this Arbitration Agreement, you may reject that change by sending written notice within 30 days after the date on which the change becomes effective to: Email: legal@manna.aero Your notice must include your full name, the email address associated with your account and a clear statement that you reject the identified change to the Arbitration Agreement. If you validly reject a change, the version of the Arbitration Agreement most recently accepted by you before that change will continue to govern between you and Manna to the maximum extent permitted by law. Manna may require affirmative acceptance of a revised Arbitration Agreement where Manna determines that renewed assent is appropriate or applicable law requires it. 22.15 Severability of Arbitration Agreement Except as otherwise provided in Section 22.11, if any provision of this Arbitration Agreement is found unenforceable, that provision will be severed or limited to the minimum extent necessary and the remainder will continue in effect to the maximum extent permitted by law. If a final judicial determination concludes that the Class Action Waiver cannot lawfully be enforced as to a particular claim or remedy, only that claim or remedy will proceed in court to the extent required by law, and all arbitrable claims will remain subject to arbitration.
23. Governing Law and Court Jurisdiction
Except for Section 22, which is governed by the Federal Arbitration Act as stated above, these Terms and disputes arising from them are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. This choice of law does not deprive you of consumer protections afforded by provisions of the law of your state of residence that cannot lawfully be waived by agreement. For any dispute that is not subject to arbitration and that may lawfully be made subject to a contractual forum-selection clause, you and Manna consent to the jurisdiction of the state and federal courts located in Delaware. Nothing in these Terms requires a consumer to litigate in Delaware where applicable law provides a non-waivable right to bring the claim elsewhere.
24. Suspension and Termination
You may stop using the Services at any time and may close your account using functionality provided through the Services or by contacting Manna. Manna may suspend, restrict or terminate access to some or all of the Services where Manna reasonably believes that you: (a) materially or repeatedly violated these Terms; (b) created a safety or security risk; (c) engaged in fraud, abuse or misuse; (d) failed to pay amounts properly due; (e) interfered with an aircraft or delivery operation; (f) used the Services unlawfully; or (g) otherwise created a material risk to Manna, Merchants, users or third parties. Manna may also suspend or terminate Services where reasonably necessary to comply with law, regulatory requirements or governmental direction, or where Manna discontinues a Service generally or in a particular location. Termination does not affect accrued rights or obligations. Provisions intended by their nature to survive termination will survive, including provisions concerning intellectual property, Service Data, amounts owed, disclaimers, limitations of liability, indemnification and dispute resolution.
25. Changes to These Terms
Manna may update these Terms from time to time. If Manna makes a material change, Manna will provide reasonable notice through the Services, by email or by another appropriate method. Changes will generally apply prospectively from their stated effective date. Where applicable law requires renewed consent, or Manna determines that the nature of a change makes affirmative renewed acceptance appropriate, Manna will request affirmative acceptance before the revised provision applies. Changes to the Arbitration Agreement are additionally governed by Section 22.14. No amendment will retroactively alter the substantive rights of either party with respect to a dispute of which Manna had actual notice before the amendment’s effective date, except where the parties expressly agree otherwise or applicable law permits.
26. Export Controls and Sanctions
You agree to comply with applicable U.S. export-control, economic-sanctions and trade laws in connection with your use of the Services. You may not access or use the Services in violation of applicable trade restrictions or for a prohibited end use. You represent that you are not prohibited from receiving the Services under applicable U.S. trade laws. Nothing in this Section requires Manna to provide Services in a jurisdiction or to a person where doing so would violate applicable law.
27. Additional Terms for Mobile Applications
27.1 Apple App Store This Section applies if you download or use a Manna mobile application obtained through Apple’s App Store. You acknowledge that these Terms are between you and Manna, and not Apple Inc. (“Apple”), and that Manna, not Apple, is responsible for the application and its content. The license granted to you is limited to a non-transferable license to use the application on Apple-branded products that you own or control, or otherwise as permitted by the applicable App Store usage rules, including any permitted Family Sharing or similar functionality. Manna, and not Apple, is responsible for providing maintenance and support for the application to the extent required by these Terms or applicable law. Apple has no obligation to furnish maintenance or support services. If the application fails to conform to an applicable warranty for which Apple has responsibility under its App Store terms, you may notify Apple and Apple may refund any purchase price paid to Apple for the application. To the maximum extent permitted by law, Apple has no other warranty obligation with respect to the application. As between Apple and Manna, Manna is responsible for addressing claims relating to the application or your possession and use of it, including product-liability claims, claims that the application fails to satisfy applicable legal or regulatory requirements, and claims arising under consumer-protection law. As between Apple and Manna, Manna is responsible for investigation, defense, settlement and discharge of third-party intellectual-property infringement claims concerning the application to the extent required by applicable law or these Terms. You must comply with applicable third-party terms when using the application. Apple and its subsidiaries are intended third-party beneficiaries of this Section and, upon your acceptance of these Terms, Apple will have the right to enforce this Section against you as a third-party beneficiary. Questions or claims regarding the Manna application should be directed to Manna at the contact details in Section 34. 27.2 Google Play This Section applies if you obtain a Manna mobile application through Google Play. You acknowledge that these Terms are between you and Manna, and not Google LLC (“Google”). Manna, and not Google, is responsible for the Manna application and the Services made available through it. Your use of the application must comply with applicable Google Play terms and policies. To the extent permitted by applicable law, Google has no responsibility or liability to you for the application or for Manna’s performance under these Terms.
28. Assignment
You may not assign or transfer these Terms without Manna’s prior written consent. Manna may assign or transfer these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, transfer of the relevant business or similar transaction. No assignment will reduce a consumer right that applicable law prohibits Manna from reducing.
29. No Third-Party Beneficiaries
Except as expressly provided in Section 27 or elsewhere in these Terms, these Terms do not create enforceable rights in any person other than you and Manna.
30. Waiver and Severability
A party’s failure or delay in exercising a right under these Terms does not waive that right. Except as specifically provided in Section 22, if a provision of these Terms is held invalid, illegal or unenforceable, it will be enforced to the maximum extent permitted by law or severed to the minimum extent necessary, and the remaining provisions will continue in effect.
31. Entire Agreement
These Terms, together with the Privacy Notice and any Supplemental Terms expressly incorporated into them, constitute the agreement between you and Manna regarding the Services and supersede prior or contemporaneous agreements concerning their subject matter. A Merchant or other third party may have separate terms applicable to its Products or services. Those agreements are between you and the relevant third party unless expressly stated otherwise.
32. Electronic Communications and Notices
You consent to transact with Manna electronically. To the extent permitted by applicable law, notices, disclosures, agreements and other communications provided electronically satisfy requirements that they be in writing. You may retain a copy of these Terms electronically or print them for your records. Unless these Terms specify another method, Manna may provide notices to you through the Services, to the email address or telephone number associated with your account, or by another reasonable electronic method. You are responsible for maintaining current contact information.
33. Notice to California Consumers
Under California Civil Code Section 1789.3, California users of the Services may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs regarding complaints or for further information concerning use of the Services. Complaint Assistance Unit Division of Consumer Services California Department of Consumer Affairs 1625 North Market Boulevard, Suite N 112 Sacramento, California 95834 Telephone: (800) 952-5210 or (916) 445-1254 Nothing in this Section limits any rights available to California consumers under applicable law.
34. Contact Us
Questions regarding these Terms or the Services may be sent to: Manna Drones Inc. legal@manna.aero Notices concerning disputes or arbitration should be submitted using the procedures specified in Section 22.
