User - Terms and Conditions
(Last updated on April 21, 2022)
restaurantpassion.com, banquets.restaurantpassion.com, weddingpassion.com,
com.restaurantpassion.admintools.ios, com.restaurantpassion.admintools.android
These user terms and conditions ("Terms", "Agreement") are an agreement between Restaurant Passion, Inc. ("Restaurant Passion, Inc.", "us", "we" or "our") and you, the individual user (non-restaurant, business advertising user)("User", "you" or "your"). This Agreement sets forth the general terms and conditions of your use of the restaurantpassion.com, banquetpassion.com and wedding passion.com websites and other websites owned by us, your use of com.restaurantpassion.admintools.ios, com.restaurantpassion.admintools.android mobile device applications including the products and/or services that are advertised and/or displayed on these websites or apps and other websites and apps severally and collectively ("Website" or “Services”). You understand that separate, Advertiser & Services Subscribers Terms and Conditions additionally apply to use of Services for our business Advertiser & Services Subscribers.
We reserve the right to change these Terms from time to time, and any revised Terms will supersede prior versions. Any updates to these Terms shall be posted on this website. Unless indicated otherwise, they will be effective on the date listed at the top of the Terms. You acknowledge your responsibility to review our Terms from time to time and to make you aware of any such changes. By using and/or continuing to use any of the Website and/or Services after we post any such changes, you accept the revised Terms.
Scope of Agreement
The following agreements, policies, notices and guidelines shall be incorporated into and considered and integral part of this agreement: Website Privacy Policy, Website Disclaimer, Website Cookie Policy, Copyright Notice, and User Provided Content Guidelines.
Acceptance of these terms
You acknowledge that you have read this Agreement and agree to all its terms and conditions. By using the Website or its Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to use or access the Website and its Services.
Accounts
If you create a User account on the Website, you are responsible for maintaining the security of your account, login credentials, passwords, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and use our Services. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.
User Provided Content
All data, information, images, photographs, information or material ("Content") that you submit for display on the Website or you submit for transmit utilizing forms on the Website in the course of using the Service will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. All form submissions are archived. You are solely responsibility for Content that you submit. You represent and warrant the accuracy, quality, integrity, legality, reliability, appropriateness, and your intellectual property ownership and/or obtaining all third party consents for the right to use. We may, but have no obligation, to monitor and review Content on the Website submitted or created by you. You hereby grant Restaurant Passion, Inc. a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, reproduce, adapt, modify, publish, copy, store, transmit, reformat, display or distribute the Content you submit. Without limiting any of your representations or warranties, we have the right, though not the obligation, to, in our own sole discretion, refuse or remove any Content that, in our reasonable opinion, violates any of our policies and/or guidelines or is in any way harmful or objectionable. Advertisers and sponsors may elect to completely not permit display of user provided content (reviews and/or photos) on the Website. Advertisers and sponsors may elect at their discretion to display select user provided content (reviews and/or photos) as a testimonial via Application Programming Interface (API) on the advertisers Website.
User Provided Content Guidelines
You may submit comments in connection with the restaurant user content available on the Website and/or upload photos. All User provided content is subject to the User Terms and Conditions on this website in addition to the User Provided Content Guidelines.
Written Content Submission Guidelines - Reviews / Testimonials
Unsuitable Content:
Vulgarities, harassment, profanity, hateful comments, and demeaning comments are not permitted. Comments on an individual’s appearance, identifying information, age, race, sex, religion are not permitted.
You may not impersonate any other person through the Website. You may not post content that is defamatory, fraudulent, obscene, threatening, invasive of another person's privacy rights or that is otherwise unlawful. You may not post content that infringes on the intellectual property rights of any other person or entity. You may not post any content that includes any computer virus or other code designed to disrupt, damage, or limit the functioning of any computer software or hardware.
Conflicts of Interest:
You are not permitted to submit reviews/testimonials about a restaurant you own, you are employed by, do business with, owned by your friends, owned by your relatives, owned by your associates, or owned by competitors.
Purpose:
Your review/testimonial should be as honest and objective as possible. Your review should be unsolicited. Your review should not be promotional material or have a promotional purpose. There should be no agenda other than sharing your experience for the benefit others.
Helpful - Relevant:
Please make your review a helpful overview of your experience for the benefit of others. Complaining about topics not associated or relevant to your restaurant experience is not permitted.
Original Content:
Write you own original review. Do not use a review or make a derivative of a review written by someone else. It could get you in trouble.
Photo Content Submission Guidelines
Quality:
Photos submitted must be of good quality. If the photo quality is not an accurate reflection of the subject it is not permitted.
Privacy:
Photos of an establishment and dishes are acceptable. Recognizable photos of people are not permitted.
Original Content:
Take your own photos. Do not use photos or make a derivative of a photo taken by someone else. It could get you in trouble.
User grants us the right to use content submitted to us for publication as follows:
The term "content" herein shall be defined as all content and information that the user submits to Restaurant Passion, Inc. and/or the Website and/or authorizes Restaurant Passion, Inc. to use in any capacity that Restaurant Passion, Inc sees fit. The user represents and warrants that: (a) the content is the user original work, (b) the user has full right and power to enter into and perform this Agreement, and has secured all third party consents, necessary to enter into this Agreement and to list the content on our Websites, (c) the content does not and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights of publicity or privacy, or moral rights, (d) the content does not and will not violate any law, statute, ordinance or regulation, (e) the content is not defamatory, trade libelous, pornographic or obscene, (f) the content does not contain any viruses or other programming routines that detrimentally interfere with computer systems or data, (g) all factual assertions that the user has made and will make to us, are true, complete and accurate. The user agrees to execute and deliver documents to us upon our request, and such documents shall evidence or effectuate our rights under this Agreement.
The user hereby grant to us, (by the act of, delivering, transmitting, uploading content to us and/or the Website, and/or otherwise authorizing us, to use and/or publish content as described in this agreement) a nonexclusive, worldwide, royalty-free license to:
(a) edit, modify or convert the content into form that will enable us, to display, broadcast, and transmit or otherwise communicate the content in any format, manner and/or media outlet and on any of our owned Website and/or websites owned by others for the purpose of advertising and/or promoting advertiser and/or affiliate products and/or services; and for advertising, promoting and/or selling our Website(s), products, and/or services; and for other purposes including, but not limited to: publicity, advertising, promotion, commercial broadcast, network broadcast, merchandising as determined by us.
(b) edit, modify or convert the content into form that will enable us, to display, broadcast, and transmit or otherwise communicate the content on any type of magnetic and/or digital format storage device and Internet download for the purpose of advertising and/or promoting advertiser and/or affiliate products and/or services; and for advertising, promoting and/or selling our Websites, products, and/or Services;
(c) reproduce, distribute, display, broadcast, and transmit or otherwise communicate the content for the purpose of advertising and/or promoting advertiser and/or affiliate products and/or services; and for advertising, promoting and/or selling our Websites, products, and/or services;
(d) use any trademarks, service marks, trade names, and copyrighted matter incorporated in the content the user sends to us, purpose of advertising and/or promoting advertiser and/or affiliate products and/or services; and for advertising, promoting and/or selling our, Websites, products, and/or services;
(e) use the name and likeness of any individuals embodied or represented in the content for the purpose of advertising and/or promoting advertiser and/or affiliate products and/or services; and for advertising, promoting and/or selling our Websites, products, and/or services.
Accuracy of information
Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, availability, promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Website or on any related Service is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Website including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Website should be taken to indicate that all information on the Website or on any related Service has been modified or updated.
Content Not Endorsed
Any views or opinions represented in this Website belong solely to the Content creators and do not represent those of people, institutions or organizations that the Restaurant Passion, Inc. or creators may or may not be associated with in professional or personal capacity, unless explicitly stated.
Digital Millennium Copyright Act (DMCA)
Restaurant Passion, Inc. respects the intellectual property rights of others and will make every effort to comply with all copyright laws. If you believe that Content located on or linked to by our site violates your copyright, you are encouraged to notify our DMCA agent immediately so we can take steps to rectify the violation. We will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of others, we may, in our discretion, terminate or deny access to and use of the Website. In the case of such termination, we will have no obligation to provide a refund of any amounts previously paid to us for terminated Services.
Please be advised that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that a product or activity is infringing your copyrights. Thus, if you are not sure content located on or linked-to by the Website infringes your copyright, you should consider first contacting an attorney.
All Infringement Notices need to include the following:
1. An electronic signature of the copyright owner or a person authorized to act on their behalf.
2. An identification of the copyright claimed to have been infringed.
3. A description of the nature and location of the content that you claim to infringe your copyright, in sufficient detail to permit us to find and positively identify that content.
4. Your name, address, telephone number and email address.
5. A statement by you: (a) that you believe in good faith that the use of the content that you claim to infringe your copyright is not authorized by law, or by the copyright owner or such owner’s agent; and (b) under penalty of perjury, that all of the information contained in your Infringement Notice is accurate, and that you are either the copyright owner or a person authorized to act on their behalf.
Infringement Notices should be sent to our DMCA agent:
Phil Nicolosi Law, P.C.
6735 Vistagreen Way
Suite 210
Rockford, IL 61107
P: (815) 314-0022
email: dmca@philnicolosilaw.com
Accuracy of information
Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, availability, promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Website or on any related Service is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Website including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Website should be taken to indicate that all information on the Website or on any related Service has been modified or updated.
You acknowledge that the information viewed on this Website has not been reviewed by us for completeness or accuracy. Restaurant passion, Inc., our licensors, advertisers and/or others are not responsible for typographical errors or omissions of any kind found on this Website, including, but not limited to, prices, menus, hours, driving directions, recipes, description, coupons, entertainment information, for any user on this website. The information for each user is provided for informational purposes only. You bear the entire risk of using the information displayed on this website. All information on this website is subject to change, without notice.
Third-party services
If you decide to enable, access, use and/or purchase third-party products and services, be advised that your enablement, access, use and/or purchase of such other products and services are governed solely by the terms and conditions of such other products and services, and we do not endorse, are not responsible or liable for, and make no representations as to the quality or any other aspect of such other products and services, including, without limitation, their content or the manner in which they handle data (including your data) or any interaction between you and the provider of such other products and services. You irrevocably waive any claim against Restaurant Passion, Inc. with respect to such other products and services. Restaurant Passion, Inc. is not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access, use and/or purchase of any such other products and services, or your reliance on the privacy practices, data security processes or other policies of such other third-parties. You may be required to register for or log into such other products and services on their respective websites. By enabling, accessing, using and/or purchasing any other products and services, you are expressly permitting Restaurant Passion, Inc. to disclose your data as necessary to facilitate the use or enablement, access, use and/or purchase of such other products and service.
Backups
We perform regular backups of the Website and Content and will do our best to ensure completeness and accuracy of these backups. In the event of the hardware failure or data loss we will make our best effort to restore backups automatically to minimize impact and downtime.
Advertisements
During use of the Website, you may enter into correspondence with or participate in promotions of advertisers and/or sponsors showing their goods or services through the Website. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between you and the applicable third-party. We shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.
Links to other websites
Although this Website may link to other websites, we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked website, unless specifically stated herein. Some of the links on the Website may be "affiliate links". This means if you click on the link and purchase an item, Restaurant Passion, Inc. will receive an affiliate commission. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any users or individuals or the content of their websites. We do not assume any responsibility or liability for the actions, products, services, and content of any other third-parties. You should carefully review the legal statements and other conditions of use of any website which you access through a link from this Website. Your linking to and/or making purchases from any Non Restaurant Passion Inc. websites is at your own risk. We shall have no liability, directly or indirectly, for any claim in connection with computer viruses and/or malware resulting from your activity on links web sites or other websites that may be linked to these third party websites.
Gift Certificate Program
We offer our advertisers and businesses subscribing to Restaurant Passion, Inc. service the ability to sell either or both traditional physical gift certificates and electronic gift certificates, (gift certificate, gift certificates, eGift certificate or eGift certificates) via our website and/or their business website to You the User and electronically transmitted or shipped to the recipient of your choosing.
Gift Certificate & eGift Certificate Conditions
Gift certificate and eGift Certificate purchases are NOT refundable and cannot be redeemed for cash. You the User are purchasing the Gift Certificate and/or eGift Certificate directly from the business selected (seller) and shall be charged for the gift certificates directly from the business. Our role is only to allow the Website User and the business use of our Website based software solution and integration of third party services to facilitate the purchase and redemption of Gift Certificates and/or eGift Certificates between the business and website users. Restaurant Passion, Inc. is not a party to Gift Certificate and/or eGift Certificate sales transactions. You the User agree we are not responsible for lost, stolen, compromised or misdirected Gift Certificates and/or eGift Certificates, unprocessed Gift Certificate and/or eGift Certificate orders regardless of cause. You the User agree we, are not responsible for lost, misdirected, incomplete or failed Gift Certificate and/or eGift Certificate order submissions. You the User acknowledge and agree that we may maintain a permanent record of the information provided for Gift Certificate and/or eGift Certificate orders and Gift Certificate and/or eGift Certificate redemption history.
You the User agree to indemnify and hold harmless Restaurant Passion, Inc its directors, officers, shareholders, employees, agents, licensors, vendors, advertisers, and seller from all claims including reasonable attorney's fees however arising from or related to your Gift Certificate and/or eGift Certificate order, purchase and/or redemption, including but not limited to Website malfunction, data loss, transmitting and/or communications including recipients name and phone or mobile phone number and from subsequent communications received by you and/or the recipient by email or text message resulting from and/or in association with this transaction, subsequent handling and/or mishandling of information provided to the business, to us, the third party payment gateway and/or the merchant processor.
Purchased eGift certificates will be accessible from a hyperlink sent to the recipient via email or text. Redemption history can be displayed by clicking a hyperlink on the eGift certificate.
Text Messenger SMS/MMS Text Message Marketing Service
We offer a service whereas our Advertisers and/or Services Subscribers can send you Opt-in marketing communications via text message. If you elect to Opt-in to receiving text messages utilizing our Text Messenger SMS/MMS Text Message Marketing Service you agree that you will be bound by the Text Messenger SMS/MMS Text Message Marketing Service User Terms & Conditions located at: https://www.restaurantpassion.com/policies/text-messenger-user-terms-conditions/323/.
Mobile Device Applications (iOS & Android)
We offer a service whereas our Advertisers and/or Services Subscribers can transmit Content via iOS and Android mobile device applications (apps) to provide enhanced performance of services for you. You agree to this use of apps by our our Advertisers and/or Services Subscribers and understand apps are to be considered an integral part of the Website. You understand and agree that the terms of this agreement as well as the separate Advertiser & Services Subscribers - Terms and Conditions severally and together shall apply to use of apps.
Deletion of Your Data
Our platform may store Your business and/or personal information and data. The ongoing continued storage of this information and/or data is not guaranteed. Unless otherwise agreed in writing, We may delete this information and/or data, and You and your business severally and together agree to indemnify and hold us harmless including reasonable attorney fees for any damages, losses, or other consequences that You or your business may incur as a result.
Prohibited uses
In addition to other terms as set forth in the Agreement, you are prohibited from using the Website or its Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. (l) to send commercial information or solicitations via Website forms. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses. Such violation may result in civil and/or criminal penalties against the sender and those assisting the sender.
Intellectual property rights
This Agreement does not transfer to you any intellectual property owned by Restaurant Passion, Inc. or third-parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with Restaurant Passion, Inc. All trademarks, service marks, graphics and logos used in connection with our Website or Services, are trademarks or registered trademarks of Restaurant Passion, Inc. or Restaurant Passion, Inc. licensors. Other trademarks, service marks, graphics and logos used in connection with our Website or Services may be the trademarks of other third-parties. Your use of our Website and Services grants you no right or license to reproduce or otherwise use any Restaurant Passion, Inc. or third-party trademarks.
Compensation Disclaimer
This Website accepts forms of advertising, sponsorship, paid insertions or other forms of compensation from our restaurant users. Restaurant Passion, Inc. is compensated to provide information on products, services, websites and various other topics. The compensation received may influence the advertising content, topics or posts made on the Website. Sponsored content, advertising space or post may not always be identified as paid or sponsored content. Some of the links on the Website may be "affiliate links". This means if you click on the link and purchase an item, Restaurant Passion, Inc. will receive an affiliate commission.
Disclaimer of Warranty
You agree that your use of our Website or Services is solely at your own risk. You agree that such Service is provided on an "as is" and "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any content, material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such content, material and/or data. You should not rely on the Services to attract any new customers to your restaurant or any positive reviews about your restaurant. Furthermore, information contained on the Website and any page linked to and from it is subject to change at any time and without prior notice.
Limitation of Damages
To the fullest extent permitted by applicable law, in no event will Restaurant Passion, Inc., its affiliates, officers, directors, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use or content, impact on user, user interruption, loss of anticipated savings, loss of user opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if Restaurant Passion, Inc. has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of Restaurant Passion, Inc. and its affiliates, officers, employees, agents, suppliers and licensors, relating to the services will be limited to an amount greater of any amounts actually paid by you to any of our restaurant users in connection with their goods or services as advertised on the Website only, prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.
USER
LIMITATION OF LIABILITY
UNLESS CAUSED BY OUR GROSS NEGLIGENCE OR INTENTIONAL CONDUCT, YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER OF WHATEVER KIND OR NATURE IN CONNECTION WITH ANY OF THE FOLLOWING: (A) THE USE OR INABILITY TO USE OUR WEBSITE AND/OR SERVICES; (B) ANY CONTENT YOU UPLOAD AND/OR TRANSMIT IN CONNECTION WITH THE WEBSITE AND/OR SERVICES; (C) YOUR CONDUCT WHILE USING THE WEBSITE AND/OR SERVICES; (D) ANY INFRINGEMENT BY YOU OF ANOTHER PERSON'S RIGHTS, INCLUDING WITHOUT LIMITATION RIGHTS OF PRIVACY, INTELLECTUAL PROPERTY OR DATA PROTECTION; (E) THE CONDUCT OF ANY OUR ADVERTISERS AND/OR SERVICES SUBSCRIBERS YOU INTERACT WITH THROUGH YOUR USE OF OUR WEBSITE AND/OR SERVICES INCLUDING, BUT NOT LIMITED TO, ANY ILLNESSES SUFFERED BY YOU OR FAILURE BY SUCH ADVERTISER AND/OR SERVICES SUBSCRIBER TO PROVIDE ANY SERVICES TO YOU OR FOR ANY BREACH OF ANY AGREEMENT ENTERED INTO WITH YOU; OR (F) ANY LOSS OF ANY OF YOUR DATA STORED BY US DUE TO ANY BREACH OF OUR SERVERS OR DUE TO ANY VIRUSES, MALWARE OR SIMILAR ATTACKS BY THIRD PARTIES ON OUR DATA SERVERS OR DUE TO ANY INTERRUPTION OF THE DATA STORAGE SERVICES PROVIDED TO US BY SUCH THIRD PARTY PROVIDER(S).
WE WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMING UNDER THESE TERMS WHERE SUCH FAILURE OR DELAY IS DUE TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING NATURAL CATASTROPHES, GOVERNMENTAL ACTS OR OMISSIONS, LAWS OR REGULATIONS, TERRORISM, LABOR STRIKES OR DIFFICULTIES, COMMUNICATIONS SYSTEMS BREAKDOWNS, HARDWARE OR SOFTWARE FAILURES, TRANSPORTATION STOPPAGES OR SLOWDOWNS OR THE INABILITY TO PROCURE SUPPLIES OR MATERIALS.
IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY MATTER ARISING FROM, RELATING TO OR CONNECTED WITH OUR WEBSITE AND/OR SERVICES AND/OR THESE TERMS EXCEED THE ACTUAL SUM OF THE DIRECT COST OF YOUR LOSS UPTO A MAXIMUM FIVE HUNDRED ($500) DOLLARS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THE FOREGOING SECTIONS MAY NOT APPLY TO YOU.
Indemnification
You agree to indemnify and hold Restaurant Passion, Inc. and its affiliates, directors, officers, employees, and agents harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys' fees, incurred in connection with or arising from any third-party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or in any way relating to your use of the Website or Services, and/or from any willful misconduct on your part.
Severability
All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
Choice of Law & Venue
The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of New Jersey, United States without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of United States. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state courts located in Morristown, Morris County, New Jersey, United States, and you hereby submit to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
ARBITRATION
THE PARTIES AGREE TO GIVE UP THEIR RIGHTS TO BRING ANY CLAIMS RELATING TO THIS AGREEMENT (OTHER THAN TO PROTECT THEIR RESPECTIVE INTELLECTUAL PROPERTY RIGHTS) BEFORE A COURT OF LAW OR OTHER LEGAL TRIBUNAL AND TO RESOLVE ALL DISPUTES OR CLAIMS EXCLUSIVELY BY ARBITRATION.Except for actions to protect intellectual property rights and to enforce an arbitrator's decision hereunder, any and all claims, disputes or controversies of whatever kind and nature, whether preexisting, present or future between You and us, our agents, employees, principals, directors, officers, shareholders, members, managers, successors and assigns, to the extent applicable, arising from or relating to this Agreement, its interpretation or validity, shall be resolved exclusively by binding arbitration pursuant to the then-current rules of the American Arbitration Association ("AAA") and shall be administered by the AAA. Notwithstanding the foregoing, to the extent You have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in state or federal court under the terms of this Agreement. Any arbitration proceeding shall be brought and heard in Morristown, New Jersey. The arbitrator shall be authorized to grant any relief available under law or in equity and any award rendered shall be final and conclusive upon the parties, except that the arbitrator shall not be authorized to award punitive damages to either You or us. Any judgment may be entered in any court having jurisdiction and the arbitrator may award reasonable costs and fees, including reasonable attorneys' fees and all arbitration fees, to the prevailing party, notwithstanding the then current rules of the AAA.
Assignment
You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are free to assign any of its rights or obligations hereunder, in whole or in part, to any third-party as part of the sale of all or substantially all of its assets or stock or as part of a merger.
Force Majeure
We shall not be liable for any delay or failure in our performance under this Agreement due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of vendors or suppliers, transportation difficulties, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed to host this Website or otherwise fulfill our obligations to You under this Agreement.
Entire Agreement
This Agreement constitutes the complete and exclusive agreement and supersedes any prior communications, representations or agreements of the parties, and cannot be altered, amended, or modified except in writing executed by an authorized representative of each party. It is further expressly understood and agreed that, there being no expectations to the contrary between the parties, no usage of trade or other regular practice or method of dealing either within the computer software development industry or between the parties shall be used to modify, interpret, supplement, or alter in any manner the express terms of this Agreement or any part thereof.
Waiver
The parties agree that the waiver by any party of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach by such party.
Severability
If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby, and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement.
Changes and amendments
We reserve the right to modify this Agreement or its policies relating to the Website or Services at any time, effective upon posting of an updated version of this Agreement on the Website. When we do, we will revise the updated date at the bottom of this page. Continued use of the Website after any such changes shall constitute your consent to such changes.
Contacting us
Click here: www.restaurantpassion.com/contact-us to contact us if you have any questions about this agreement.
(last updated on April 21, 2022)
