A. Limited License: Subject to this Product Agreement and any other contracts, purchase orders, agreements or service plans to which you (or your employer on your behalf) are a party (“Additional Agreements”), Menusifu hereby grants to you a non-exclusive and non-transferable license (“License“) to use the applicable components of the Software and Services intended for use by restaurants, their employees, and their customers, and not for distribution to, or use on behalf of others, together with accompanying documentation and Hardware. The License granted in the foregoing sentence is limited to the current version of the Products. No license is granted in the source code of the Software or the Services, or any future version of the Products.
B.Intellectual Property: The Products are protected by copyright laws, international copyright, patents, trade secrets and other intellectual property rights. We retain shall retain all right, title, interest, ownership and intellectual property rights in and to the Products. The License confers no title or ownership in the Software or the Services and is not a sale of any rights in the Software or the Services. The License does not grant you any right to any enhancement or update to the Products. We reserve any and all rights not expressly granted to you. In addition, the Products may incorporate third party intellectual property. You have no right to use Menusifu’s trademarks. You hereby grant to Menusifu a personal, non-transferable, non-exclusive, sublicensable, perpetual, irrevocable, limited license to use your business’s trademarks and any content (pictures, text, descriptions) you upload onto or transmit through your use of the Product for the purposes of: (i) on marketing materials on Menusifu’s website, its social media channels, and through other audio, video, electronic and print mediums; (ii) in case studies and whitepaper marketing campaigns; and (iii) for any other marketing or advertising purpose.
C. No Responsibility for Hardware: You understand that we are not in the business of manufacturing or selling the Hardware and that we are only responsible for loading the Software onto the Hardware. All Hardware and accessories resold or included in any sales process are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for the Hardware. For Hardware service, support, or warranty assistance, you should contact the manufacturer directly.
D. Restrictions: You will not (and, if applicable, will ensure that your employees, customers, and other third-parties do not): (i) license, sublicense, sell, resell, transfer, assign, distribute, modify, port, translate, cache, download, or otherwise commercially exploit or make available to any third party the Software, the Services or audio and visual information, documents, software, products, and services contained or made available to you in the course of using the Products (the “Content”) in any way; (ii) modify or make derivative works based upon the Products or the Content; (iii) create “links” to the Products or “frame” or “mirror” any Content on any other server or wireless or device; or (iv) derive or attempt to derive the source code, source files, or any component or structure of all or any portion of any Product by reverse engineering, disassembly, decompilation, or any other means (the foregoing prohibitions include review of data structures or similar materials produced by programs) in order to: (a) build a competitive product or service; (b) build a product using similar ideas, features, functions or graphics of the Service; or (c) copy any ideas, features, functions or graphics of the Service; (v) remove or alter any copyright notice or any other notices that appear on the Products; (vi) use any Product, or allow the transfer, transmission, export, or re-export of any Product or portion thereof; or (vii) use any Product in furtherance of any act or omission that violates or could potentially violate any local, state or federal law or regulation. If you are an entity, you agree to be responsible for the compliance of each of your employees, customers, contractors and agents with the terms and conditions hereof. You hereby agree to indemnify, hold harmless and defend Menusifu and its licensors from and against any claims or suits, including attorneys’ fees and expenses, which arise or result from any illegal use of the Products by (or knowingly and actively assisted by) you. You hereby grant to Menusifu or its authorized reseller the right to audit your compliance with the restrictions set forth in this Section E.
E. No Warranty: Menusifu and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy, or completeness of the use of the products. Menusifu and its licensors do not represent or warrant that: (a) The services, hardware or services will be secure, timely, uninterrupted, or error-free or operate in combination with any other hardware, software, system, or data (b) The services, hardware or services will meet your requirements or expectations; (c) Any stored data will be accurate or reliable; (d) Errors or defects will be corrected; (e) The services, software, hardware, or the server(s) That make the services or the services available are free of viruses or other harmful components; or (f) The products will work with thirdparty components.
The products and all content is provided to you strictly on an “as is” basis. all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by menusifu and its licensors.
F. Liability Limitation: To the fullest extent permitted by applicable law, Menusifu and its licensors shall not be liable or obligated with respect to the subject matter of this agreement or under any contract, negligence, strict liability or other legal or equitable theory: (i) For any claims arising from or related to use of the products, (ii) For any cost of procurement of substitute goods, technology, services or rights; (iii) For any special, incidental, consequential or indirect damages of any kind, even if Menusifu has been advised of the possibility of such damages; or (iv) For interruption of use or loss or corruption of data. in no event shall Menusifu’s aggregate liability to you in connection with this product agreement or your use of the products exceed (x) The total fees paid or payable by you to product in the three month period immediately preceding the date on which the claim or action arose, or (y) In the event that no fees have been paid or are payable, $50. the foregoing states Menusifu’s entire liability and your sole and exclusive remedy for all claims that may arise as a result of your use of the products.
G. Expiration/Termination: The License is effective until expired or terminated. The License shall expire automatically upon the expiration of applicable Additional Agreements. The License shall terminate immediately without notice from Menusifu if: (i) you fail to comply with any provision of this Product Agreement; (ii) upon a breach of applicable Additional Agreements by you (including breach for nonpayment, if applicable); or (iii) you fail to pay the amounts due to Menusifu or its reseller . You may terminate the License earlier at any time. Upon any termination of this Product Agreement: (i) You shall immediately cease use of the Software and the Services; and (ii) any and all payment obligations to either Menusifu or Menusifu’s reseller, will immediately become due, regardless of whether longer periods of time were previously agreed upon by the parties. The remaining terms and conditions of this Product Agreement shall survive the termination or expiration of the License.
H. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of New York in the United States of America. No third party is authorized to modify this agreement or to make any warranties, representations or promises which are different from those set forth in this agreement without express written permission from Menusifu. If any of the provisions of this Product Agreement are held to be in violation of applicable law, void, or unenforceable in any court of competent and appropriate jurisdiction, then such provisions are herewith waived to the extent necessary for this Product Agreement to be otherwise enforceable. This Product Agreement is not assignable or transferable, in whole or in part, by You without Menusifu’s prior written consent. Menusifu may amend or update this Product Agreement at any time by posting an updated version to menusifu.com/product-agreement.html.
Menusifu Restaurant and Product Agreement (May 2015)