IMPORTANT – READ CAREFULLY:
BY SUBSCRIBING TO MENUMODO, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE 18 YEARS OF AGE OR OLDER; (ii) ARE, OR ARE AUTHORIZED TO SIGN FOR AND BIND, THE CONTRACTING PARTY DEFINED BELOW AS "CUSTOMER;" AND (iii) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF CUSTOMER TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE SUBSCRIPTION AGREEMENT.
This Subscription Agreement (this "Agreement") is a legal and binding instrument entered into as of the date of acceptance by Customer (the "Effective Date"), by and between Olyp Solutions, LLC, for the use of its web service menumodo ("Olyp"), and "Customer" the individual or entity entering into this Agreement. Olyp Solutions, LLC reserves the right to amend this Agreement from time to time without notice to Customer. The most current version of this Agreement can be reviewed by clicking on the "terms " hypertext link located at the bottom of menumodo's Web pages.
Customer agrees that the objective of menumodo is to allow easy management and maintenance of restaurant menus for display on Customer's own website(s) and to provide the widest distribution possible of Customer's menus.
By subscribing to menumodo, Customer may access the functions for the selected subscription level. This will include options to add menus files, which will be displayed in the menupod, customize the menupod for display, copy code which will allow display of the menupod on websites of the customer's choice.
Olyp reserves the right to display any and all menus uploaded to any or all of Olyp's distribution partners, in the format designed by Customer or in any other format, as a menupod or individually.
To subscribe to menumodo, Customer must complete the registration process, including Customer's acceptance of this Agreement, and Olyp must then accept such registration. Olyp may reject a registration by a potential Customer in its sole discretion and is not obligated to provide a reason for its rejection. In the event Olyp rejects a potential Customer's registration such potential Customer may submit a new registration for re-evaluation by Olyp.
As part of the registration process, Olyp will collect certain limited information about Customer ("Registration Data"). All Registration Data provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Registration Data as necessary. Olyp reserves the right to terminate this Agreement immediately in the event any Registration Data is found to be inaccurate, incomplete or not current at any time.
As part of the registration process, Customer will choose a password and a username. Customer is entirely responsible for maintaining the confidentiality of its password and account, and Customer is solely responsible for any and all activities that occur under its account. In case an account is set up by Olyp for a Customer, the Customer is responsible for personalizing their password as soon as possible. Customer agrees to notify Olyp immediately of any unauthorized use of its account or any other breach of security. Olyp shall not be liable for any loss that Customer may incur as a result of a third party using its password or account, either with or without its knowledge. Customer may be held liable for losses incurred by Olyp or another party due to a third party using Customer's account or password.
As part of the registration process, Olyp may collect certain additional information related to billing and payment matters ("Payment Information"). Such Payment Information may include a valid method of payment with available credit sufficient to pay the applicable Subscription Fees, an election of a preferred billing frequency, and other information as required by Olyp. All Payment Information provided by or on behalf of Customer must be current, complete and accurate. Olyp reserves the right to terminate this Agreement immediately in the event any Payment Information is found to be inaccurate, incomplete or not current at any time. Olyp shall not be responsible for any overdraft charge or other fees that may be incurred by Olyp's use of Customer's method of payment.
From time to time, Olyp may offer certain trial and/or promotional offers. Olyp reserves the right to discontinue or modify coupons, credits, and trials and promotional offers at its discretion and without notice. Any such trial or promotional offers may not be combined with other coupons, credits, trials, promotions or any other discounts, and are limited to one (1) per Customer.
Olyp reserves the right to display the names and logos of the restaurants using menumodo on the menumodo web site or in promotional material.
During the Term of this Agreement, and upon Customer's payment of all applicable Subscription Fees, Olyp will enable Customer to access and utilize the Services as contemplated herein, and Customer may access and use the Services subscribed to hereunder pursuant to and in accordance with the provisions of this Agreement.
Customer shall be solely responsible for all content transferred by Customer or any other party in connection with Customer's access and/or use of the Services, including all visual, written content. Customer hereby agrees not to access and/or use the Services (i) to send distribute commercial email in violation of applicable law; (ii) to communicate any message or material that is deemed harassing, threatening, indecent, obscene, libellous, slanderous, or otherwise unlawful; (iii) in a manner which violates the intellectual property rights of any party; or (iv) in a manner which constitutes or encourages conduct that could be a criminal or civil offense under any applicable law or regulation. Although Olyp is not responsible for any such content or communications, Olyp reserves the right to take any action it deems necessary or appropriate in its sole discretion, with respect to any such content or communications of which Olyp may become aware, at any time and without notice to Customer.
Customer may not reverse engineer, decompile or otherwise attempt to decipher any code in connection with the Services or any other aspect of Olyp's technology.
Customer may not resell, distribute, or otherwise use any of the Services.
Customer shall not access and/or use any of the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the menumodo website, services or any networks or security systems of Olyp.
No other rights are granted hereunder except as expressly set forth in this Agreement.
This Agreement shall commence on the Effective Date and continue for the subscription period as stated on Customer's "My Account" page within the menumodo web site or as agreed in between the parties. Customer may access its "My Account" page at any time and update certain account information.
Online subscriptions expire unless extended, depending on the account type and subscription period chosen.
Offline subscriptions need to be cancelled with three months’ notice unless agreed otherwise.
Olyp reserves the right to terminate this Agreement immediately if Customer breaches any of its material obligations under this Agreement.
Upon termination of this Agreement, Customer will immediately discontinue all access to and use of the Services. Olyp shall not be liable for any damages resulting from a termination of this Agreement as provided for herein; provided, however, the termination of this Agreement shall not affect any claim arising prior to such termination.
Customer is responsible for all Subscription Fees, and hereby authorizes Olyp to obtain payment of all such Subscription Fees in accordance with the Payment Information provided. Customer shall also be responsible for all applicable taxes (withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), etc.) or duties imposed by any government entity or collecting agency EXCEPT those taxes based on Olyp's net income.
In case of invoicing, Customer commits to settle within the time frame agreed on a case by case basis, any fees for electronic transfers and wires being at the charge of the Customer.
If payment is not received within the agreed time frame, Olyp reserves the right to suspend accounts, pending full payment of any fees due.
For online payments the stated amount is final, any additional costs being carried by Olyp.
No refunds will be given on subscriptions. If a free trial period is offered, it is to be used by the Customer to try the services before purchase. In case of cancellation, accounts will remain valid until the end of the subscription period.
The information provided by Customer to Olyp is expressly for distribution and should not be of confidential nature. Unless expressly authorized in writing by the other party, neither party shall disclose to any third party any non-public information or materials provided by the other party under this Agreement and reasonably understood to be confidential ("Confidential Information") or use such Confidential Information in any manner other than to perform its obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is in or becomes available through the public domain, (ii)is already lawfully in the receiving party's possession, (iii) was known to the receiving party prior to the date of disclosure, (iv) becomes known to the receiving party from a third party having an apparent bona fide right to disclose the information, or (v) Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, providing receiving party provides disclosing party timely notice of such court order or subpoena. Furthermore, Customer will keep in strict confidence all passwords and other access information to the Services.
Customer hereby acknowledges and agrees that the services are provided by Olyp on an "as is" basis, and customer's access to and/or use of the services is at its sole risk. Olyp expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, those of merchantability, satisfactory quality, title, fitness for a particular purpose, and non-infringement. Olyp makes no warranty that any of the services will meet the requirements of customer or that the services will be uninterrupted, timely or error-free, nor does Olyp make any warranty as to the results that may be obtained from the use of the services or the accuracy of any other information obtained through the services or that any defects in the plug-in will be corrected. Customer understands and agrees that any material and/or data downloaded or otherwise obtained (including plug-ins) through the use of any of the services is done at the sole risk of customer and that customer will be solely responsible for any damage to its computer system or loss of data that results from the download of such material and/or data. No information or advice, whether oral or written, obtained by customer from olyp or through the services shall create any warranty not expressly made herein. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to customer.
In no event shall Olyp be liable for any indirect, special, consequential or incidental, multiple, punitive or other damages related to this agreement (including, without limitation, loss of data, loss of income, loss of opportunity, lost profits, costs of recovery or any other damages), however caused and based on any theory of liability, and whether or not for breach of contract, negligence, or otherwise, and whether or not Olyp has been advised of the possibility of such damages. Olyp's liability hereunder is limited to $50. Some jurisdictions do not allow limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to customer.
Customer hereby agrees, at its sole expense, to indemnify, defend and hold Olyp harmless from and against any loss, cost, damages, liability or expense arising out of or relating to (i) a third-party claim, suit, proceeding, action or allegation of infringement based on information, data, files or other content submitted by Customer or otherwise related to Customer's access to and/or use of the Services; or (ii) any fraud or manipulation, or other breach of this Agreement by Customer.
This Agreement is between Customer and the Olyp Solutions LLC, located at 97 Berens Drive, Kentfield, CA 94904, USA, and this Agreement will be governed by the laws of the State of California without reference to conflict of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods, and in any dispute arising out of this Agreement, Customer consents to the exclusive personal jurisdiction and venue in the State and Federal courts within Marin County, California.
Each party hereby represents and warrants to the other party that it has all necessary authority to enter into and perform its obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party.
Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part, and any such attempted assignment or delegation shall be void.
Olyp will not be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond the control of Olyp.
This Agreement and any dispute arising out of or in connection with this Agreement shall be governed by and construed under the laws of the State of California, without regard to the principles of conflict of laws.
Both parties agree to comply with applicable United States export and import laws and regulations.
Olyp retains ownership of all proprietary rights in or associated with all its products and services (including the Services), and Customer may not use the menumodo logo, or any other name, logo, icon or mark identifying Olyp's products and/or services (including the Services) without prior written permission of Olyp.
Customer shall comply with all applicable laws, rules and regulations relating to Customer's access to and/or use of the Services.
The failure of either Customer or Olyp in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect.
No person or entity not a party to this Agreement will be deemed to be a third-party beneficiary of this Agreement or any provision hereof.
This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on either party unless agreed to in writing by both parties.
Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement.
Only the most current English version of this Agreement is binding. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English-language version shall prevail.