1. Description of Services:
This section provides a detailed description of the digital ordering services being provided, including online ordering, delivery, and any other related services.
- 1.1. Online Ordering : We offer online ordering services for restaurants and food businesses. Our customizable online ordering portal allows customers to browse menus, select food items, customize orders, and make secure payments. Our system streamlines operations, reduces wait times, and increases sales while offering features like order tracking, real-time communication, and advanced analytics. Customers can access the system through a restaurant's website or our mobile app for pick-up or delivery, and even schedule orders in advance.
1.2. Delivery Services: We partner with DoorDash to offer delivery services for restaurants and food businesses. Our platform enables businesses to provide customers with DoorDash's reliable and efficient delivery network, which operates in thousands of cities across North America. Customers can place orders through our online ordering system and choose to have their food delivered by DoorDash drivers, who offer real-time tracking, estimated delivery times, and the ability to communicate any special instructions or requests.
- 1.3. Platform Support: We offer a dedicated support team to assist customers with troubleshooting and order tracking. Our knowledge base provides step-by-step guides and answers to frequently asked questions, while our support team is available to provide personalized assistance for more complex issues. Our online ordering system also offers real-time updates on order status and direct communication with the restaurant. We are committed to providing the highest level of support and ensuring a seamless experience for our customers.
1.4. Menu Management: We offer menu management services for restaurants and food businesses. Our platform allows businesses to easily manage their menus through our user-friendly panel or tablet. This includes adding new items, updating pricing, and modifying descriptions or images. For more complex menu changes or if businesses need additional assistance, they can reach out to our dedicated customer support team at firstname.lastname@example.org. Our team is available to provide personalized assistance and help businesses ensure that their menus are always up-to-date and accurate. With our menu management services, businesses can streamline their operations and offer customers an enhanced and convenient online ordering experience.
1.5. Integration with POS System: We offer integration with certain key POS systems to streamline operations and enhance the customer experience. Our platform can be seamlessly integrated with POS systems to automate order processing. For more information on which POS systems we integrate with, Restaurants can contact their account management team for assistance.
1.6. Training and Onboarding: We offer training and onboarding services to ensure that businesses can easily use our platform. Our platform is designed to be user-friendly and intuitive, requiring minimal training. However, our support team is always available to provide additional assistance as needed. Our team provides training to staff and provides comprehensive documentation to help businesses understand how to use our platform. For onboarding, we can use Restaurant’s print menu or existing online ordering menu to upload to our platform, allowing for a seamless transition. With our training and onboarding services, businesses can quickly and easily start offering online ordering services to their customers.
1.7. Customization and Branding: We offer customization and branding services to ensure that our online ordering platform is tailored to each restaurant's unique brand. Our team works closely with each restaurant to understand its brand identity and incorporate it into the design of the online ordering platform. This includes customizing the colors, logos, and other elements to match the restaurant's branding. We believe that a customized and branded online ordering platform helps restaurants stand out and enhances the customer experience. With our customization and branding services, restaurants can offer a seamless and branded online ordering experience to their customers.
1.8. Loyalty Programs: We integrate restaurant loyalty programs directly into our online ordering platform. Our platform allows restaurants to create and manage their own loyalty programs, including points-based and tiered rewards programs. Customers can earn points and rewards for each purchase made through the online ordering platform. Our loyalty program also allows businesses to send targeted promotions and offers to customers to encourage repeat purchases. With our loyalty program services integrated into the online ordering platform, businesses can increase customer loyalty and encourage repeat orders, leading to higher revenue and customer satisfaction.
1.9. Kiosk Ordering: We offer kiosk ordering services to enhance the customer experience and streamline operations. Our kiosk ordering platform allows customers to place orders and pay directly at the kiosk, reducing wait times and increasing efficiency. Our platform also offers upselling and cross-selling options to help businesses increase revenue. The kiosk ordering system can be customized to match the restaurant's branding and menu, creating a seamless and branded ordering experience. With our kiosk ordering services, businesses can offer a convenient and efficient ordering option to their customers, leading to increased revenue and customer satisfaction.
2. Payment Terms:
- Product is free for the restaurant: The basic digital ordering platform offered by App2Food is provided to the restaurant at no charge.
- Convenience Fee: A small nominal fee of up to $1.99 per order will be charged to the customer and paid as a convenience fee by the restaurant’s customer. Additional delivery fees may also be charged to the customer and paid to the restaurant.
Hardware Fees: Any additional hardware required to use the digital ordering platform, such as tablets, thermal printers, or kiosks, will be provided at an additional cost to the restaurant. The fees associated with these items will be outlined in a separate agreement or pricing schedule.
2.2. PAYMENT SCHEDULE AND PAYOUT:
○ Payment for orders can be made using all major credit cards such as Visa, Mastercard, American Express, and Discover.
○ Payments will be made via electronic funds transfer (EFT) directly to the restaurant's designated bank account.
- Payment Gateway: We will use Square as our payment gateway for all digital orders. Square's transaction fees will be passed on to the restaurant and will be 2.9% + $0.30 per transaction. Square terms can be found here: https://squareup.com/us/en/legal/general/square-pay-tos
- Payment Frequency: App2Food will make payments to the restaurant on a weekly basis for all orders made directly to the Restaurants preferred bank account.
Payment Schedule: Payments will be made for orders placed during the previous week, from Monday to Sunday. Payment for each week's orders will be made on the following week's payment date. The payment schedule can be found here:
- Payment Method: Payments will be made via electronic funds transfer (EFT) directly to the restaurant's designated bank account.
○ The digital ordering platform will collect applicable taxes on behalf of the restaurant.
○ The restaurant will be responsible for remitting all applicable taxes to the appropriate taxing authorities.
○ As the digital ordering platform is free to the restaurant, no refunds will be issued by the platform to the restaurant.
○ For customers requesting a refund, the restaurant will have the final approval and discretion over issuing refunds. It's important to note that if a customer feels the food is not up to their expectations, it does not automatically mean that they are guaranteed a refund. The restaurant will have the final approval and discretion over issuing refunds, taking into account the quality of the food or service provided.
○ In some cases, if a customer requests a refund, the restaurant may issue it as credit for future purchases instead of a cash refund. The final decision on refunds is at the discretion of the restaurant, based on the quality of the food or service provided.
○ If a customer requests a refund, the restaurant must contact App2Food to initiate the refund process in a timely and efficient manner.
○ Please note that processing fees will no longer be refunded to the restaurant when full or partial refunds are issued to customers.
- Changes to Fees: The fees for additional services are subject to change, but any changes will be communicated to the restaurant in advance
- Description of Hardware: The digital ordering platform can be accessed through a tablet or computer, which can be purchased either from App2Food or provided by the restaurant. If the restaurant chooses to provide their own device, they will need to download the App2Food software to use the platform.
○ In addition to tablets and computers, the platform also supports thermal printers for printing order receipts. These can be purchased from App2Food or provided by the restaurant.
○ Kiosk stands and related hardware is available for purchase separately, and will require a separate agreement for costs and monthly fees.
- Condition of Hardware: The restaurant agrees to maintain the hardware provided by App2Food in good condition and to use it solely for the purpose of accessing the App2Food digital ordering platform. Any damage or loss of the hardware provided by App2Food will be the responsibility of the restaurant and may result in additional fees or charges. The restaurant is also responsible for keeping their own devices if used, in good condition and for ensuring that they meet the minimum technical requirements to run the App2Food software. App2Food is not responsible for any issues that arise from the use of hardware provided by the restaurant or third-party vendors.
Maintenance and Support: App2Food will provide technical support to the restaurant to address any issues that may arise with the software or hardware. This includes investigating and resolving any bugs, errors, or malfunctions. However, the restaurant is responsible for routine maintenance of the hardware, such as cleaning and upkeep, to ensure optimal performance. In the event that hardware needs to be replaced, App2Food can provide a replacement for a fee.
- Return of Hardware: If the restaurant purchased hardware from App2Food and needs to return it, they must contact App2Food to obtain a return authorization. All returns must be in their original packaging and in like-new condition. The restaurant is responsible for shipping and handling costs associated with the return. Once the hardware is received and inspected by App2Food, a refund may be issued to the restaurant's account. If the returned hardware is not in like-new condition, App2Food reserves the right to charge a restocking fee.
- Liability and Insurance: App2Food shall not be liable for any damages, loss, or expenses incurred by the restaurant as a result of the use of our digital ordering services. The restaurant shall be responsible for obtaining and maintaining adequate insurance coverage to protect against any and all claims, damages, and losses arising from the use of our services. The restaurant agrees to indemnify and hold harmless App2Food and its affiliates, officers, directors, employees, and agents from any and all claims, damages, losses, and expenses, including reasonable attorneys' fees, arising from the restaurant's use of our services.
- Order Fulfillment: Orders will be received by the restaurant via our digital platform and sent to their preferred devices such as a tablet or preferred fax number. It is the responsibility of the restaurant to ensure that they have a stable internet connection and that their device is compatible with our platform. App2Food is not responsible for any issues related to internet connectivity that may affect the fulfillment of orders. The restaurant agrees to fulfill each order in a timely and efficient manner. If the restaurant cannot fulfill an order for any reason, they must notify App2Food immediately. In the event that an order is not delivered to the customer or is delivered incorrectly, the restaurant is responsible for resolving the issue with the customer and ensuring that they are satisfied with the outcome.
Order Processing: Orders placed through the app2food platform will be processed and fulfilled by the restaurant in a timely and efficient manner. The restaurant is responsible for ensuring that all orders are accurate and delivered to the correct location. If any issues arise with an order, such as delays or incorrect items, the restaurant must notify app2food customer support immediately. In the event of a delay or cancellation of an order, the restaurant must inform the customer and issue a refund if necessary. The restaurant is also responsible for maintaining accurate inventory levels to avoid any issues with out-of-stock items. app2food is not responsible for any issues or errors with the order fulfillment process and will not be liable for any damages or losses incurred as a result.
- Order Confirmation: Once an order is placed, a confirmation will be sent to the restaurant via the app, tablet, or fax. It is the responsibility of the restaurant to ensure that all orders are received and confirmed. If a confirmation is not received within a reasonable amount of time, the restaurant should contact App2Food customer support for assistance. It is important to verify all order details including customer name, address, and order items for accuracy.
- Order Tracking: The app2food platform provides estimated delivery or pick-up times, which are pre-defined by the restaurant. While we do not offer real-time tracking, customers will receive notifications on the status of their orders, such as when the order has been received, when it is being prepared, and when it is out for delivery or ready for pickup.
- Order Changes: If a customer requests to change or cancel an order, the restaurant is responsible for processing the change through the tablet provided or contacting app2food immediately. Any changes made to the order will be reflected in the final bill and payment collected accordingly to ensure proper payment is processed. It is the responsibility of the restaurant to notify the customer of any changes or cancellations to the order.
- Order Cancellation: If a customer wishes to cancel an order, they must contact the restaurant directly to inquire about cancellation. The restaurant will have the sole discretion to cancel an order, and any refunds or adjustments will be handled according to the restaurant's refund policy. It is important to note that once an order has been confirmed, it may not be possible to cancel it. If a cancellation is approved by the restaurant, the customer should reach out to app2food immediately to ensure proper payment adjustments are made.
- Customer Service:
○ App2Food is committed to providing excellent customer service to both restaurants and their customers. If a customer has any questions or concerns regarding their order, they should first contact the restaurant directly. If the issue is not resolved, the customer can contact App2Food's customer support team via email or phone. App2Food's customer support team will work diligently to resolve any issues as quickly and efficiently as possible.
○ Please note that App2Food's customer support team can be contacted at email@example.com and is available during normal business hours and may not be available on weekends or holidays. Additionally, App2Food is not responsible for resolving any issues related to the quality of the food or products ordered through the app. Any complaints related to food or product quality should be addressed directly with the restaurant.
Channels of Communication: App2Food can be reached by email at firstname.lastname@example.org for any questions, concerns, or issues related to the service. App2Food also provides a customer support chat feature on the app for immediate assistance during business hours. In addition, customers can reach out to the restaurant directly for any questions or concerns related to their orders.
- Response Times: App2Food aims to respond to all customer service inquiries within 24-48 hours of receipt. However, response times may vary based on the volume of inquiries received. Inquiries received outside of normal business hours (Monday to Friday, 9 am to 5 pm EST) will be responded to on the next business day.
- Technical Support:
○ App2Food will provide technical support to ensure the proper functioning of the software and hardware purchased from App2Food. Technical support is available via email at email@example.com. App2Food will make reasonable efforts to respond to technical support requests within one business day. In case of a critical issue, App2Food will make reasonable efforts to respond within 2 hours.
○ App2Food is not responsible for the cost of repairing hardware that was not purchased from App2Food unless otherwise agreed in writing. If App2Food determines that the issue is caused by the hardware, App2Food can provide a replacement for a fee. Any fees will be discussed with the restaurant prior to the replacement of any hardware.
○ It is the responsibility of the restaurant to ensure that their internet connection is stable and reliable. If issues arise with the internet connection, App2Food will make reasonable efforts to provide assistance in troubleshooting the issue but is not responsible for any costs associated with resolving the issue.
- Training and Onboarding Terms:
○ App2Food will provide training and onboarding assistance to help restaurants get started with the platform. This will include access to online resources, training materials, and support from our team. We will work with each restaurant to customize the training and onboarding process to fit their specific needs. It is the responsibility of the restaurant to ensure that all staff members who will be using the platform attend the training sessions.
○ If additional training is needed at a later time, the restaurant can request it from our support team. Any additional training may be subject to additional fees.
- Hours of Operation: Hours of Operation:
○ Our customer support team is available from Monday to Friday, 9 am to 5 pm Eastern Time, excluding US federal holidays. We prioritize technical issues based on their severity and impact on the restaurant's operations. For critical issues, such as system outages or complete loss of service, we aim to respond within 1 hour and provide a resolution within 24 hours. For urgent issues, such as printer or tablet malfunctions, we aim to respond within 2 hours and provide a resolution within 48 hours. For non-urgent issues, we aim to respond within 24 hours and provide a resolution within 7 days.
- Marketing and Promotions:
○ From time to time, App2Food may offer marketing and promotional activities, such as discounts, coupons, or other promotional campaigns, to promote the App2Food platform and drive sales to participating restaurants. App2Food reserves the right to change or discontinue any marketing or promotional activity at any time without notice.
○ Participating restaurants may also create their own marketing and promotional activities to promote their business through the App2Food platform. App2Food is not responsible for the content or execution of these promotions and any issues arising from them should be addressed directly with the participating restaurant.
○ All promotions must comply with applicable laws and regulations. Participating restaurants are responsible for ensuring that any promotions they offer comply with all applicable laws and regulations.
○ By participating in any marketing or promotional activities offered by App2Food or participating restaurants, users agree to be bound by the terms and conditions of the promotion.
Loyalty Programs: App2Food offers a loyalty program as an optional feature for restaurants. Restaurants have the choice to enable or disable the loyalty program as well as set their own terms and conditions for the program. App2Food is not responsible for any liabilities or legal issues that may arise due to the restaurant's loyalty program. Any changes made to the loyalty program settings or terms will take effect immediately. App2Food will not be held responsible for any negative impact on the restaurant's business due to changes in the loyalty program.
○ App2Food offers a loyalty program for restaurant customers who place orders through the platform. Customers who participate in the loyalty program can earn points for each order they place, which can be redeemed for discounts or other rewards. App2Food is not responsible for any rewards offered through the loyalty program.
○ Participation in the loyalty program is voluntary and customers can choose to opt-out at any time. App2Food reserves the right to modify or terminate the loyalty program at any time, without prior notice.
○ Points earned through the loyalty program are not transferable and have no cash value. Points will expire after 12 months of inactivity on the customer's account.
○ Any fraud or abuse of the loyalty program will result in disqualification from the program and forfeiture of any points earned. App2Food reserves the right to take any action necessary to prevent such abuse.
○ Customers can track their loyalty program points through their App2Food account. If there are any issues with point tracking, customers can contact App2Food customer support for assistance.
- Branding and Identity: App2Food reserves the right to use the restaurant's name, logo, and branding materials for marketing purposes, including but not limited to the App2Food website and social media platforms. The restaurant may also provide App2Food with images to use for marketing purposes. The restaurant is responsible for ensuring that any images they provide or allow their customers to provide do not violate any copyright or intellectual property laws. By providing images, the restaurant grants App2Food a non-exclusive, royalty-free, worldwide license to use the images in marketing materials. The restaurant may request to remove their branding materials or images from App2Food's marketing materials at any time.
○ The restaurant is responsible for its own branding and identity, including the use of logos, images, and other intellectual property. The restaurant may use App2Food's branding and identity solely for the purpose of promoting its use of the App2Food platform, subject to App2Food's prior written approval. The restaurant may not modify, reproduce, or distribute App2Food's branding or identity without App2Food's prior written consent. App2Food may use the restaurant's name and logo solely for the purpose of promoting the restaurant's use of the App2Food platform.
4. Data Privacy and Security:
- Data Collection: App2Food collects and stores data about the restaurants and their customers to facilitate the use of our service. This data includes but is not limited to restaurant name, address, contact information, menu items, order history, and customer information (name, phone number, email, order history, and payment information).
We collect and store this data to:
○ Provide and improve our service
○ Communicate with our customers
○ Personalise the customer experience
○ Process payments
○ Comply with legal requirements
○ We take the security and privacy of your data seriously and take steps to protect it from unauthorized access, disclosure, or alteration. We do not sell or rent your data to third parties.
By using App2Food, you consent to the collection and use of your data as described in these terms.
App2Food will collect data from restaurant customers and use it to process orders and provide a better customer experience. This data may include personal information, such as name, phone number, email address, and order history. App2Food will only use this data for the purpose of processing orders, providing customer support, and improving the App2Food service. We will not sell or share this data with third parties for marketing or other purposes without the explicit consent of the restaurant and their customers.
○ In addition, App2Food may use aggregated and anonymized data to analyze usage patterns, improve the service, and develop new features. This data will not include any personally identifiable information and will not be traceable back to individual customers.
○ By using the App2Food service, the restaurant, and their customers consent to the collection and use of their data in accordance with this policy.
○ App2Food may share data collected from customers and restaurants in order to provide and improve the services. This data may include but is not limited to customer name, contact information, order history, payment information, and restaurant menu items.
○ We may share this data with third-party service providers who assist us in providing and improving the services. These service providers may include payment processors, marketing partners, and analytics providers. We may also share this data with affiliated companies and subsidiaries for business purposes.
○ We will not sell, rent, or lease your personal information to any third party. However, we may disclose your information to the government or law enforcement officials, or private parties as required by law or to protect the safety and security of our users.
○ By using our services, you agree to the sharing of your data as described in these terms.
○ We will never sell your personal information to third parties for marketing purposes. However, we may disclose your personal information to our third-party service providers who need it to perform their duties in connection with our services. For example, we may share your personal information with our payment processing partner to process transactions, or with our customer service provider to assist with support requests.
o We may also disclose your personal information if required to do so by law or in the good-faith belief that such action is necessary to comply with legal obligations, protect and defend our rights or property, or protect the safety of our users or the public.
○ We take data breaches seriously and will notify you in the event of a data breach involving your personal information, as required by applicable law. In the event of a breach, we will work with you to take appropriate remedial action.
○ By using our services, you consent to the collection, use, and disclosure of your personal information as described in this policy. If you have any questions or concerns about our data protection practices, please contact us at firstname.lastname@example.org.
- Data Retention:
App2Food will retain the personal information of restaurant owners and their customers only for as long as necessary to provide the services to the restaurant and in accordance with applicable laws. If the restaurant terminates its account, App2Food will retain its data for a reasonable period of time to allow the restaurant to retrieve it in case of reactivation. App2Food may also retain anonymous usage statistics and other non-personally identifiable information for the purpose of improving our services. Upon request by the restaurant, App2Food will delete or anonymize personal information unless we are required by law to retain it or have a legitimate business reason for retaining it.
- Privacy Policies:
At App2Food, we take your privacy and data protection very seriously. We collect personal data from you solely for the purpose of providing you with our services, and we strive to ensure that your data is secure, protected, and not misused.
○ Collection of Personal Data: When you use our services, we collect information that you provide to us, such as your name, email address, phone number, and billing information. We may also collect information about your device, such as your IP address, browser type, and operating system.
○ Use of Personal Data: We use your personal data to provide you with our services and to communicate with you about your orders and our promotions. We may also use your data to improve our services and personalize your experience with our platform.
○ Sharing of Personal Data: We do not sell or share your data with third parties for their marketing purposes. We may share your personal data with our partners and service providers who help us provide our services, but only as necessary and with appropriate safeguards in place.
○ Data Protection: We take appropriate measures to protect your personal data from unauthorized access, alteration, or destruction. We implement industry-standard security measures, including encryption and firewalls, to safeguard your data.
○ Data Retention: We retain your personal data for as long as necessary to provide our services to you and to comply with legal obligations.
○ If you have any questions or concerns about our privacy policies, please contact us at email@example.com.
5. Termination and Renewal:
○ App2Food may terminate this Agreement and suspend or terminate the services provided to the restaurant at any time without notice, in case of:
- any material breach of this Agreement by the restaurant that remains uncured for a period of 30 days after App2Food's written notice of the such breach; or
- the restaurant's insolvency, bankruptcy, liquidation, dissolution, or ceasing to conduct business in the ordinary course.
○ The restaurant may terminate this Agreement upon notice to App2Food if App2Food breaches any material term or condition of this Agreement and such breach remains uncured for a period of 30 days after the receipt of written notice from the restaurant.
○ Upon termination of this Agreement, the restaurant shall immediately cease to use the services provided by App2Food, and all licenses granted hereunder shall terminate. The restaurant acknowledges and agrees that App2Food shall not be liable to the restaurant or any third party for any termination of the services provided by App2Food or the termination of this Agreement, except as set forth herein.
- Fees and Refunds:
○ If the restaurant terminates this Agreement before the end of the Initial Term, the restaurant will be responsible for paying all fees due through the end of the Initial Term. No refunds will be given for any fees paid in advance.
○ If the restaurant terminates this Agreement after the end of the Initial Term, the restaurant will not be responsible for any additional fees, but no refunds will be given for any fees paid in advance.
○ If app2food terminates this Agreement due to a breach of the terms by the restaurant, the restaurant will not be entitled to any refunds for any fees paid in advance.
○ App2food may change the fees associated with the use of its services upon providing notice to the restaurant. If the restaurant does not agree with the new fee structure, the restaurant may terminate this Agreement within thirty (30) days of receiving notice of the fee change. If the restaurant does not terminate the Agreement within the thirty (30) day period, the restaurant will be deemed to have accepted the new fee structure.
- Renewal :
This Agreement will automatically renew for successive renewal periods unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term. If either party wishes to make changes to the services or pricing for the renewal term, they must provide written notice to the other party 30 days prior to the end of the then-current term. Failure to provide such notice will result in the automatic renewal of this Agreement on the same terms and conditions as the then-current term.
6. Liability and Indemnification:
Limitation of Liability: Limitation of Liability: This should specify the limitations on the liability of each party for any damages or losses arising from the digital ordering services, including any exclusions or limitations of liability for indirect, consequential, or punitive damages. App2Food will not be liable for any damages or losses arising from the restaurant's use of the digital ordering services, except for any proven direct damages caused solely by App2Food's failure to provide the services in accordance with the terms of the agreement. In such cases, App2Food's liability will be limited to the amount paid by the restaurant for the affected orders for the reported month. In the case of any such claim, the restaurant must notify App2Food in writing within 30 days. Any claims made after this time period will not be considered.
- Indemnification: Each party (the "Indemnifying Party") agrees to indemnify and hold harmless the other party, its affiliates, directors, officers, employees, and agents (the "Indemnified Party") from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any third-party claim, lawsuit, or proceeding arising from any breach of this Agreement by the Indemnifying Party, its affiliates, directors, officers, employees, or agents, or any act or omission of the Indemnifying Party, its affiliates, directors, officers, employees, or agents related to the digital ordering services.
○ The Indemnified Party will provide the Indemnifying Party with prompt written notice of any claim, lawsuit, or proceeding for which the Indemnified Party is seeking indemnification, and will cooperate with the Indemnifying Party, at the Indemnifying Party's expense, in the defense of any such claim, lawsuit, or proceeding.
○ The Indemnifying Party will have the right to control the defense of any claim, lawsuit, or proceeding for which it is providing indemnification, provided that the Indemnifying Party does not settle any such claim, lawsuit, or proceeding without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed.
○ The indemnification obligations set forth in this section shall survive any termination or expiration of this Agreement.
Dispute Resolution: In the event of any dispute, controversy, or claim arising out of or relating to these terms of service or the digital ordering services provided by App2Food, the parties shall first attempt to resolve the dispute through good faith negotiations. If the parties are unable to resolve the dispute within thirty (30) days of the initial notice of dispute, either party may initiate binding arbitration in accordance with the rules of the American Arbitration Association. Any arbitration shall be conducted in the English language in New Jersey, and the arbitrator's award shall be final and binding on the parties. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs in connection with any arbitration or litigation arising out of or related to these terms of service or the digital ordering services provided by App2Food. Any action or proceeding arising out of or relating to these terms of service or the digital ordering services provided by App2Food shall be brought exclusively in a court of competent jurisdiction in New Jersey. The parties hereby waive any right to a jury trial with respect to any such action or proceeding.
7. Intellectual Property Rights :
All intellectual property rights associated with the digital ordering services, including any trademarks, copyrights, patents, or trade secrets, shall remain the property of App2Food or its licensors, as applicable. Nothing in this agreement shall be construed as granting any ownership or license rights to the restaurant. The restaurant agrees not to reverse engineer, decompile, or otherwise attempt to derive the source code or underlying ideas or algorithms of the digital ordering services. Any modifications, improvements, or derivative works of the digital ordering services shall be the sole property of App2Food or its licensors, as applicable
The Restaurant grants App2Food a non-exclusive, non-transferable, limited license to use the Restaurant's intellectual property solely for the purpose of providing digital ordering services to the Restaurant.
○ App2Food grants the Restaurant a non-exclusive, non-transferable, limited license to use App2Food's intellectual property solely for the purpose of accessing and using the digital ordering services.
○ Neither party shall use the other party's intellectual property for any other purpose without prior written consent.
○ The Restaurant acknowledges that any trademarks, logos, or other intellectual property provided to App2Food for use in connection with the digital ordering services are owned by the Restaurant and the Restaurant is solely responsible for obtaining any necessary permissions or licenses for such use.
○ App2Food acknowledges that any trademarks, logos, or other intellectual property provided to the Restaurant for use in connection with the digital ordering services are owned by App2Food and the Restaurant is solely responsible for obtaining any necessary permissions or licenses for such use.
○ The licenses granted herein shall terminate upon termination of the agreement or the specific services associated with the licensed intellectual property.
○ Any unauthorized use of the licensed intellectual property shall be considered a breach of this agreement and may result in termination of the agreement and legal action.
Each party agrees to promptly notify the other party in writing of any claims or allegations of infringement of any intellectual property rights related to the digital ordering services. Upon receipt of such notice, the parties will cooperate in the investigation and defense of any such claim or allegation, and the party owning the allegedly infringed intellectual property rights will have the right, at its sole discretion and expense, to defend or settle such claim or allegation. The other party agrees to provide reasonable assistance in the investigation and defense of such claim or allegation. If a court of competent jurisdiction finds that the digital ordering services infringe any intellectual property rights of a third party, the owning party will, at its own expense, either (a) obtain the right to continue using the infringing intellectual property, (b) modify the digital ordering services to become non-infringing, or (c) if neither (a) nor (b) is commercially feasible, terminate this Agreement upon written notice to the other party.
○ Definition of Confidential Information: "Confidential Information" refers to any information or data, whether in tangible or intangible form, that is identified as confidential or proprietary by either party and is disclosed in connection with the digital ordering services, including but not limited to trade secrets, business plans, customer lists, financial information, and technical data.
○ Obligations of Confidentiality: Each party shall keep and maintain in strict confidence all Confidential Information of the other party, and shall not use, disclose, or distribute any such information to any third party without the prior written consent of the disclosing party, except as expressly permitted in this agreement or required by law.
○ Exceptions to Confidentiality: The obligations of confidentiality shall not apply to any information that (a) was already in the possession of the receiving party prior to its disclosure by the disclosing party, (b) becomes public knowledge through no fault of the receiving party, (c) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party, or (d) is required to be disclosed by law, regulation, court order, or other legal processes.
○ Protection of Confidential Information: Each party shall take all reasonable measures to protect the confidentiality of the other party's Confidential Information, including but not limited to implementing physical, administrative, and technical safeguards to prevent unauthorized access, use, or disclosure.
○ Term of Confidentiality: The obligations of confidentiality shall continue for the duration of this agreement and for a period of three (3) years thereafter.
○ Remedies for Breach: In the event of any actual or threatened breach of the obligations of confidentiality, the disclosing party shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity.
○ Survival: The obligations of confidentiality shall survive the termination or expiration of this agreement for any reason.
Upon termination of this agreement, any licenses granted under this agreement shall terminate immediately. Each party will promptly return to the other party all confidential information, intellectual property, and other materials belonging to the other party in its possession or control. Any termination of this agreement will not affect any accrued rights or obligations of either party, including the right of App2Food to receive any outstanding fees or compensation due. The confidentiality and intellectual property rights provisions contained in this agreement shall survive any termination of this agreement.
8. Governing Law and Jurisdiction :
Governing Law :
This Agreement and any dispute arising from the use of the digital ordering services shall be governed by and construed in accordance with the laws of the [New Jersey/ USA] without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. Any legal action or proceeding arising from or related to this Agreement shall be brought exclusively in the courts located in [New Jersey, USA], and each party hereby consents to the jurisdiction and venue of such courts.
- Jurisdiction :
Any disputes or claims arising out of or in connection with this Agreement, including any disputes relating to the formation, interpretation, breach, termination, or validity thereof, shall be resolved through binding arbitration in accordance with the rules of [insert arbitration organization], with the seat of arbitration in New Jersey. The arbitration shall be conducted in English. The award rendered by the arbitrator(s) shall be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. Each party hereby waives any right to a jury trial.
- Waiver of Jury Trial :
Each party hereby waives any right to a trial by jury in any legal proceeding arising out of or related to this agreement. This includes any claims, disputes, or actions arising from the digital ordering services or the relationship between the parties. This waiver does not affect any other rights or remedies available to the parties under this agreement or applicable law.