Terms and conditions agreement (hereinafter referred to as “Agreement”) is entered on the date as indicated on the Platform Agreement
The Company and the Customer are jointly referred to as “Parties” and individually as “Party.”
The Customer wishes to obtain access to the SaaS Services from the Company, which the Company agrees to provide as per the terms of this Agreement.
Terms of the Agreement
1. Services
1.Purpose: The Company agrees to provide online food ordering software (hereinafter referred to as “Platform”) by DevourNow as a SaaS (Software as a Service) for accepting online food orders from consumers and provide for the maintenance and support.
2.Changes to Platform: The Company may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to:
Maintain or enhance-
1. The quality or delivery of the Company’s products or services to its customers
2. The competitive strength of, or market for, the Company’s products or services
3. Such Platform’s cost efficiency or performance
4. Comply with applicable law
2. Platform Access and Authorized User
1. Administrative Users: During the configuration and set-up process for the Platform, the Customer will identify an administrative user name and password for the Customer’s account with the Company.
2. Authorized Users: Customers may allow its employees to use the applicable Platform on behalf of Customer as “Customer Users.” Authorized User subscriptions are for designated Authorized Users and may be reassigned to new Authorized Users.
3. Authorized User Conditions to Use:
1. Each Authorized User shall agree to abide by the terms of the Company’s end-user terms of use which it may adopt from time to time.
2. Customer Users shall agree to abide by the terms of this Agreement, or a subset thereof.
3. The Customer shall immediately notify the Company of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation.
4. Account Responsibility:
The Customer shall be responsible for:
1. All uses of any account that Customer has access to, whether or not the Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use.
2. Securing the Company account, passwords (including but not limited to administrative and user passwords), and files.
3. The Company shall not be responsible for any loss of information due to any irresponsible act such as loss of the password by the user.
3. Confidentiality
All confidential information that is communicated to and obtained by the Company from the Customer in connection with performing the above-mentioned services shall be held by the Company in full trust. At no time the Company shall use any confidential information obtained through conducting this service contract either directly or indirectly, for personal benefit, or disclose or communicate such information in any manner.
4. Proprietary Rights
Ownership:
1. The Company shall reserve the right to all title interest.
2. The Company shall own and retain all rights, title, and interest in:
3. Any kind of services software, applications, inventions, or other technology developed in connection with the Services;
All intellectual property and proprietary rights in and related to any of the foregoing subscription services (collectively, “Services IP”).
5. To the extent Customer acquires any right, title, or interest in any Services IP, Customer hereby assigns all of its right, title, and interest in such Services IP to the Company.
Customer Data and Vendor Information License: Customer hereby grants the Company a non-exclusive, transferable, sublicensable, worldwide, and royalty-free license to use (i) Customer Data to provide the Services to Customer hereunder and as necessary or useful to monitor and improve a Platform, Software and Services, during the Term, and (ii) Vendor Information for any lawful purpose.
Intellectual Property: The Company shall retain all the subscription services, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Service, including the Company’s name, logos and trademarks reproduced through the Service.
5. Security
Compliance with Notification Laws: The Company shall comply with all applicable laws regarding the notification of individuals in the event of an unauthorized release of personally identifiable information and notification other unauthorized data and information disclosures.
Procedure After Unauthorized Disclosure: Within 30 days of discovering any breach of the Company’s security obligations or any other event requiring notification under applicable law, The Company shall notify Customer, and any other individual’s Law requires to be notified, of the breach or other events by telephone and e-mail.
6. Termination
1. Customer may terminate this agreement for any reason on 5 days notice to the Company.
2. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party at any time and for any reason
3. Upon termination of this Agreement, the Company shall cease reproducing, advertising, marketing, and distributing any material or information pertaining to the Customer immediately
4. The customer should return all equipment (if any) that belongs to the Company within 30 days after the termination. Otherwise there is a charge of $180.
7. Indemnification
The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.
8. Limitation of Liability
In no event shall either Party:
Have any liability to the other for any lost profits or revenues or any indirect, incidental, consequential, cover, special, exemplary, or punitive damages, howsoever caused, whether, in contract, tort, or under any other conditions of liability.
The foregoing limitations and disclaimers shall not apply to the extent prohibited by applicable law.
9. Arbitration
In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. The Arbitrators’ decision shall be final and will be binding on both the Parties.
10. Miscellaneous
Assignability: Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party which shall not be unreasonably withheld.
Notices: Any notice required to be given to the Customer shall be delivered by certified mail, personal delivery, or overnight delivery paid for by the Company.
Force Majeure: Neither party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that party’s reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.
Modification: No modification of this Agreement shall be made unless in writing, signed by both parties.
Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement termination.
Pricing and Monetization: DevourNow is a zero-commission online ordering solution that does not charge commission on online orders placed by consumers on its platform. Furthermore, DevourNow offers commission-free delivery, which ensures that restaurants retain 100% of their online revenue. DevourNow is free for restaurants to deploy and use. A flat fee per order is charged by DevourNow to consumers. Devour Now reserves the right to add up to $1 or 5% per item.
Governing Law and Jurisdiction: This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. If the disputes under this Agreement cannot be resolved by Arbitration, they shall be resolved by litigation in the courts of the Commonwealth of Massachusetts including the federal courts therein, and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail and hereby waive any jurisdictional or venue defenses otherwise available to it.
Legal and Binding Agreement: This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in the Commonwealth of Massachusetts. The Parties each represent that they have the authority to enter into this Agreement.
Entire Agreement: This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior contracts between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.