- Acceptance of the Terms and Conditions
1.2 Menusifu reserves the right to change or modify any of the terms and conditions contained in the Terms, or any policy or guideline applicable to Menusifu System, at any time and in its sole discretion. You may read a current, effective copy of this Agreement at any time by checking on System menusifu.com. The revised terms and conditions will become effective following fifteen (15) days’ notice on the website. System. Any use of the System after such date will constitute your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the System.
- Use of the System
2.1 This System contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may lead to violation of copyright, trademark, and other laws. You do not own the Content, and no use is permitted except as permitted under this Agreement. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other System or in a networked computer environment for any purpose is prohibited. If you violate any part of this Agreement, we reserve to terminate your right to access and/or use the Content and System and you will be required to immediately destroy any copies you have made of the Content.
2.2 Menusifu will not pre-screen or review Content uploaded by users or visitors of the System, but Menusifu reserves the right to refuse or delete any such Content. In addition, Menusifu will have the right in its sole discretion to refuse or delete any Content that it reasonably considers to violate this Agreement or be otherwise illegal. Menusifu does not guarantee the accuracy, integrity or quality of any Content. Under no circumstances will Menusifu be liable in any way for any Content, including liability for any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the System.
2.3 With respect to any portion of the System that is a desktop or mobile app, you are granted a non-transferable and non-exclusive license, without the right to sublicense, to install and use such app on devices solely for your use in a manner consistent with the terms of this Agreement and the applicable Menusifu Merchant Agreement. Your rights to access, download and/or use any other Menusifu products or services made available through the System, directly or indirectly, will be subject to the terms and conditions of the agreement identified on the System and/or in connection with such products and services applicable to each such product or service, and you agree to comply with those terms and conditions.
2.5 The trademarks, service marks, and logos of Menusifu (the “Menusifu Trademarks”) used and displayed on this System are registered and unregistered trademarks or service marks of Menusifu. Other Menusifu product, and service names located on the System may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Menusifu Trademarks, the “Trademarks”). Nothing on this System or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this System without the prior written consent of Menusifu specific for each such use. The Trademarks may not be used to disparage Menusifu or the applicable third-party, Menusifu’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any System is prohibited without Menusifu’s prior written consent. All goodwill generated from the use of any Menusifu Trademark will inure to Menusifu’s benefit.
2.6 You agree to use the System only for the management and operation of your business pursuant to the applicable Menusifu Merchant Agreement and not to: (a) take any action that imposes an unreasonable load on the System’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the System or any activity being conducted on the System, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the System, (d) delete or alter any material posted on the System by Menusifu or any other person or entity, or (e) frame or link to any of the materials or information available on the System.
2.7 The System may contain links to third-party websites (“External Systems”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Systems. The content of such External Systems is developed and provided by others. You should contact the System administrator or Webmaster for those External Systems if you have any concerns regarding such links or any content located on such External Systems.
2.8 We are not responsible for the content of any linked External Systems and do not make any representations regarding the content or accuracy of any materials on such External Systems. You should take precautions when downloading files from all Systems to protect your computer from viruses and other destructive programs. If you decide to access any External Systems, you do so at your own risk.
2.9 Certain elements of the System are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of this Agreement. None of the Content for this System may be retransmitted without the express written consent from Menusifu for each and every instance.
- Limitation of Liability and Disclaimer of Warranties
3.1 MENUSIFU, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “MENUSIFU PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS TO YOU ABOUT THE SYSTEM, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE MENUSIFU PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SYSTEM AND THE CONTENT AT YOUR OWN RISK.
3.2 THE MENUSIFU PARTIES DO NOT WARRANT OR REPRESENT TO YOU THAT THE SYSTEM WILL OPERATE, OR THAT THE SYSTEM, ITS SERVER OR THE CONTENT ARE, FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SYSTEM OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO MENUSIFU PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.
3.3 THE SYSTEM AND CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE MENUSIFU PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
3.4 IN NO EVENT WILL ANY MENUSIFU PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SYSTEM AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH MENUSIFU PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR LIABILITY, AND THE LIABILITY OF ANY OTHER MENUSIFU PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100.
3.5 Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE MENUSIFU PARTIES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold harmless the Menusifu Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Content or System. Menusifu will provide notice to you of any such claim, suit, or proceeding. Menusifu reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Menusifu’s defense of such matter.
- Termination of the Agreement
5.1 Menusifu reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the System or the Content at any time and for any reason without prior notice or liability. Menusifu reserves the right to change, suspend, or discontinue all or any part of the System or the Content at any time without prior notice or liability.
5.2 Sections 2 (Use of the System), 3 (Limitation of Liability and Warranty), 4 (Indemnification), 5 (Termination of Agreement) and 8 (Miscellaneous) will survive the termination of this Agreement.
- User Must Comply with Applicable Laws
You will comply with all federal, state, local and foreign laws, rules and regulations applicable to you and/or your business, including but not limited to any applicable tax laws and regulations.
The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the System to countries or persons prohibited under the export control laws. By accessing, using or downloading the System, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export or re-export of the System.
- U.S. Government Restricted Rights
The System is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the System by the Government constitutes acknowledgement of our proprietary rights in the System.
Any action, claim, or dispute related to this Agreement will be governed by the laws of New York City, excluding its conflicts of law provisions, and controlling U.S. federal law. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrators will award to the prevailing party, if any, as determined by the arbitrators, all of its costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees and attorneys’ fees. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. Failure of Menusifu to act on or enforce any provision of this Agreement will not be construed as a waiver of that provision or any other provision in this Agreement. No waiver will be effective against Menusifu unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Menusifu and you, this Agreement constitutes the entire agreement between you and Menusifu with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and will not be given any legal import. This Agreement will inure to the benefit of our successors and assigns. You may not assign this Agreement without our prior written consent. Any information submitted or provided by you to the System might be publicly accessible. Important and private information should be protected by you. Menusifu is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.