Version Date: 12.31.2016
Terms and conditions governing your use of OrderSnapp and related service(s) (collectively, the "Service"):
A. You are responsible for the content and accuracy of all menus/catalogs and other information submitted to OrderSnapp ("OrderSnapp ") or entered into the related service (the "Submitted Materials"). Because of the volume of information submitted OrderSnapp cannot be responsible for verifying facts contained in Submitted Materials.
B. OrderSnapp reserves the right (i) to reject or edit Submitted Materials, provided that substantive edits to the Submitted Materials will not be done without your consent; and (ii) to remove any Submitted Materials from its web site, pull any Submitted Materials from distribution to handheld devices (e.g., Android®, iPhone®, etc.) or deny approval to any Submitted Materials. OrderSnapp can only remove Submitted Materials from its network, and OrderSnapp makes no representation or warranty regarding the removal of Submitted Materials from sites outside of the OrderSnapp network.
C. OrderSnapp endeavors to disseminate Submitted Materials to customers' devices promptly and accurately. Any inadvertent errors by OrderSnapp will be corrected promptly upon discovery, without additional charge, and such obligation to correct shall constitute the sole liability of OrderSnapp in this regard.
D. All Submitted Materials transmitted by OrderSnapp must contain a user-supplied contact name, physical address of the venue, phone number and e-mail address that may be verified by OrderSnapp.
E. OrderSnapp does not warrant specific placement of any Submitted Materials, but will deliver digital menus via its distribution methods to make such content available to third parties.
F. Where Submitted Materials include images, You grant to OrderSnapp an exclusive revocable license to use, copy, distribute, transmit, display and publish such images in connection with Your digital menus. You also expressly agree not to display, transmit or use these images in any way in connection with any services competing with OrderSnapp.
G. You agree to use the Service for its intended purpose and not for any illicit purposes including, but not limited to, the reverse engineering of the site and/or its processes and the inclusion of such processes or services in a derivative service. You shall not query, spider or access any OrderSnapp systems without the express written consent of OrderSnapp.
2. Suspension, Termination
A. OrderSnapp may suspend or terminate your account at any time at its discretion. Should You violate Section 1.F. of the present Terms of Service or revoke the OrderSnapp 's license, OrderSnapp shall terminate your account and suspend your access to the Service within 30 days from the date of the violation/revocation. Notwithstanding the foregoing, if you breach any material term or condition herein, then, in addition to any of its other rights or remedies, OrderSnapp reserves the right to suspend your access to the Service.
A. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. All payment obligations are noncancelable and all amounts paid are nonrefundable. You must provide OrderSnapp with valid credit card information to use the Service. OrderSnapp reserves the right to modify its fees and charges and to introduce new charges at any time.
B. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. If you believe your bill is incorrect, you must contact us in writing within 30 days at the following address: OrderSnapp, 120 East Avenue Rochester, NY 14604.
C. You agree to provide OrderSnapp with complete and accurate billing and contact information. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, OrderSnapp reserves the right to terminate your access to the Service in addition to pursuing any other legal remedies.
D. Unless otherwise agreed to by OrderSnapp, amounts will be billed in U.S. dollars.
4. Gift Cards
All Gift Cards made available in connection with the Service are promotional only. Such Gift Cards are made available directly by the relevant merchant providing such Gift Cards (“Gift Cards Provider”) (not OrderSnapp itself) and are redeemable solely for the applicable goods or services of the relevant Gift Card Provider. The Gift Card Provider, not OrderSnapp, is the provider of the Gift Cards and such goods and services and is solely responsible for redeeming any Gift Cards you obtain. OrderSnapp will have no liability if a Gift Card Provider refuses or fails to honor any Gift Cards. In addition, the following terms and conditions also apply to all Gift Cards
You may redeem the Gift Cards for products and beverages only at the time of payment at Gift Cards Provider location or online at (“Gift Cards Provider subdomain).ordersnapp.com. The value on the gift card will not be replaced if the gift card is lost, stolen, destroyed, altered or used without your permission. Except where required by law, the gift card will not be exchanged for cash. Use of this gift card constitutes acceptance of these terms and conditions. If cash exchange is required by law a $5.00 processing fee will be charged for each exchange, except where restricted by law. The terms and conditions of your gift card are governed by the laws of the state where the card was purchased. Your gift card has no expiration date or service fees other then a Dormancy Fee (“dormancy fee”) as described below. The Gift Cards Provider may charge a dormancy fee provided they follow the laws of the state the card was purchased. OrderSnapp will have no liability if a Gift Card Provider refuses or fails to honor the laws of the state where the card was purchased.
5. Loyalty / Rewards
All Loyalty / Rewards (“Rewards”) made available in connection with the Service are promotional only. Such Rewards are made available directly by the relevant merchant providing such Reward (“Rewards Provider”) (not OrderSnapp itself) and are redeemable solely for the applicable goods or services of the relevant Rewards Provider. The Rewards Provider, not OrderSnapp, is the provider of the Rewards and such goods and services and is solely responsible for redeeming any Rewards you obtain. OrderSnapp will have no liability if a Rewards Provider refuses or fails to honor any Reward. In addition, the following terms and conditions also apply to all Rewards:
Redemption frequency is determined by the Rewards Provider;
Use of Rewards relating to alcoholic beverages is at the sole discretion of the Rewards Provider and is subject to compliance with applicable law;
Rewards cannot be combined with any other rewards, offers, vouchers, third party certificates, coupons, or promotions, unless otherwise specified by the Rewards Provider;
Rewards cannot be used for taxes, tips or prior balances, unless permitted by the Rewards Provider;
Neither OrderSnapp nor the Rewards Provider is responsible for malfunctioning, lost, or stolen cards or electronic credentials;
Reproduction or sale of any Reward is prohibited;
Rewards are void to the extent prohibited by law;
Rewards may be applied only to the applicable products or services sold by the Rewards Provider that are the subject of such Rewards;
Limit one (1) Reward per redemption. Only one Reward can be used per redemption unless otherwise specified by the Rewards Provider;
6. Warranties; Limitation of Liability
A. You represent and warrant to OrderSnapp that (i) you have the right to deliver the Submitted Materials to OrderSnapp , (ii) you will comply with all applicable laws, rules and regulations, (iii) Submitted Materials will not contain any content that is obscene, libelous, slanderous or otherwise defamatory, false or misleading or which violates any copyright, trademark, right of privacy or publicity or other right of any person; (iv) Submitted Materials will not contain any viruses, scripts, macros, or programs or links to macros, scripts, programs, or any code that alters, destroys, infiltrates or inhibits the operation of computer systems including, but not limited to the Service or data stored within such computer systems including, but not limited to the Service; and (v) OrderSnapp shall not be liable for any damages or causes of actions stemming from any network downtime or any other connectivity issues.
B. ORDER-SNAPP MAKES NO WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE), REGARDING THE SERVICE. ORDER-SNAPP DOES NOT WARRANT OR REPRESENT THAT THE SERVICE WILL BE FREE FROM ERRORS, INCLUDING OMISSIONS, INTERRUPTIONS, DELAYS, LOSSES OR DEFECTS, WHETHER HUMAN OR MECHANICAL.
C. You understand and agree that OrderSnapp’s entire liability for damages for any claims arising under or in connection with your use of the Service, regardless of the cause of action, whether in contract or in tort (including without limitation, breach of warranty and negligence claims) shall be limited to your actual direct damages, not to exceed the amounts actually paid by you for your use of the Service during the six (6) months immediately preceding the month in which the cause of action arose. IN NO EVENT SHALL ORDER-SNAPP HAVE ANY LIABILITY TO YOU FOR ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You shall indemnify (“Indemnitor”) and hold harmless OrderSnapp (“Indemnitee”), its affiliated companies and its third party vendors, including distributors, from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorney's fees) arising out of or relating to any breach by you of any representations and/or warranties contained herein or otherwise arising out of or relating to the Submitted Materials.
A. OrderSnapp facilities are governed by Federal and State regulations.
B. ORDER-SNAPP ™ is a trademark of OrderSnapp Inc., and no right or license is granted to use them. Certain content available through and used to operate the Service is protected by copyright, trademark, patent, or other proprietary rights of OrderSnapp and its affiliates, licensors, and/or service providers. You shall not (i) use any of the trademarks, service marks, logos or other content accessible through the Service other than as set forth herein or as approved by OrderSnapp; or (ii) modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available by OrderSnapp in connection with the Service. All rights not expressly granted to you herein are reserved by OrderSnapp, Inc.
C. You shall not hold yourself out as in any way as sponsored by, affiliated with, or endorsed by OrderSnapp or its subsidiaries or affiliates. You agree not to (i) defame or disparage OrderSnapp, its trademarks or service marks, or the Service; or (ii) adapt, translate, modify, decompile, disassemble, or reverse engineer the Service or any software or programs used in connection with the Service.
D. You consent to receive communications from OrderSnapp concerning the Service electronically by email to the email address you provided in connection with your account. You also consent to receive communications by telephone or by postal mail sent to the postal address you provided in connection with your account. You may change the email or postal address to which OrderSnapp sends communications by notifying OrderSnapp in writing (which may be by email).
E. By registering for the Service or submitting Submitted Materials, you agree to be bound by these terms and conditions. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions. Should you violate these terms and conditions or any other rights of OrderSnapp, OrderSnapp reserves the right to pursue any and all legal and equitable remedies against you, including, without limitation, terminating any and all user accounts.
F. You are responsible for all activity occurring under your account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service. Your obligations shall be binding on your heirs, successors, agents, employees, contractors and assigns.
G. OrderSnapp reserves the right to modify these terms and conditions or its policies relating to the Service at any time, effective upon posting of an updated version on the Service. You are responsible for regularly reviewing these terms and conditions. Continued use of the Service after any such changes shall constitute your consent to such changes.
H. You acknowledge and agree that you and OrderSnapp are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party has authority to enter into agreements of any kind on behalf of the other, and neither party shall be considered the agent of the other.
I. This Agreement shall be governed by and construed under the laws of the State of New York exclusive of its conflict of laws provisions. Any suit hereunder will be brought in the federal or state courts located in the State of New York, and you submit to the personal jurisdiction thereof.
You hereby agree to the following Maintenance and Hosting agreement by OrderSnapp and OrderSnapp Inc. In the Agreement, OrderSnapp Inc. who is granting the right to use the property know as OrderSnapp, will be referred to as “OWNER”, and you. who is receiving the right to use the property know as OrderSnapp will be referred to as “CLIENT”.
The parties agree as follows:
A. Grant of Right to Use. OWNER owns software and Intellectual property described in (Attachment A) and in accordance with this Agreement, OWNER grants CLIENT an exclusive Right to use Intellectual property described in (Attachment A). This grant of Right to use only applies to the following described geographical area: World Wide. During the term of this agreement, CLIENT agrees to timely pay OWNER a Maintenance and Hosting fee as described below.
B. Term of Maintenance and Hosting. This Maintenance and Hosting Agreement shall be a renewable Month-to-Month agreement.
C. Payment of Maintenance and Hosting Fee. CLIENT will pay to OWNER an advanced monthly Maintenance and Hosting fee in the amount agreed upon per location and per services provided. All payments are due and payable on or before the 1st of each month
D. Setup, Customization and deployment Fee. Setup and Customization Fee is the amount agreed upon per location and per services provided. Setup, customization and deployment is described in detail below in (Attachment B)
E. Security, Performance and error correction updates. OWNER shall from time to time update and make modifications to software for security, performance and error correction without notifying CLIENT.
F. Defaults. If CLIENT fails to abide by the obligations of this Agreement, including the obligation to make Maintenance and Hosting payments when due, OWNER shall have the option to cancel this Agreement and the Hosting service by providing 30 days notice to CLIENT. CLIENT shall have the option of preventing the termination of this Agreement and Hosting service by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period. If default is not corrected the Hosting service will be deactivated and CLIENT shall be responsible to pay OWNER all Licensing fees as agreed in this Agreement.
H. Warranties. Neither party make any warranties with respect to the use, sale or other transfer of the software and Intellectual property described in (Attachment A) by the other party or by any third party, and CLIENT accepts the software and Intellectual property described in (Attachment A) “AS IS.” In no event will OWNER be liable for direct, indirect, special, incidental or consequential damages, that are in any way related to the software and Intellectual property described in (Attachment A).
I. Transfer of Rights. This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the party is obtained.
J. Termination. This Agreement may be terminated by either party upon written notice no less then 30 days of their intentions of canceling this agreement.
K. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
L. Waiver of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
M. Applicable Law. This Agreement shall be governed by the laws of the State of New York.
Credit Card Payments and Merchant Payout Terms
We have created the OrderSnapp Customized Mobile Applications and/or Customized websites to serve as a marketplace. OrderSnapp is a merchant of product ordering and delivery services. OrderSnapp does not sell or control the production or delivery of any products sold on OrderSnapp Services. Rather this marketplace provides buyers the ability to search for and find products from merchants that deliver or make products available for pick up. The Merchants are obligated by OrderSnapp to comply with federal, state and local laws, rules, regulations, and standards pertaining to products, food preparation, sale, marketing and safety. However, it is critical for users to understand that OrderSnapp does not in any way independently verify the credentials, representations or products of Merchants, the ingredients or the quality of any products, or that a Merchant is in compliance with applicable laws. Buyers must make themselves comfortable through information provided by Merchant on the Mobile Applications or Website or as requested by buyers directly from the Merchants as to the quality and reliability of the products, as well as to their compliance with applicable laws. OrderSnapp does not in any way guaranty the quality of any product, food or that any product or food complies with applicable laws. In addition, a Restaurant may represent that food preparation is in accordance with special standards such as "organic," "kosher," "macrobiotic" or allergen-specific standards such as "nut-free," "gluten-free," or "lactose-free." However, OrderSnapp does not independently investigate or verify such representations. OrderSnapp shall not be liable or responsible for any food or services offered by Restaurants that is unhealthy, is the cause of injury, that is otherwise unacceptable to buyers or that does not meet the expectation of buyers in any manner. Buyers are solely responsible for verifying the accuracy of delivery addresses, and OrderSnapp shall have no liability or responsibility for any such erroneous addresses.
ORDERING AND PAYMENT
All ordering is performed on the merchant’s customized mobile app, OrderSnapp POS app, OrderSnapp Kiosk/Tabletop app or online. Merchants agree to have a Managed Stripe Connect account created and agree to the Stripe Connected account terms sent forth at https://stripe.com/us/connect-account/legal. Buyers are usually billed directly by the Merchants Stripe Connect account for their non-C.O.D. (cash on delivery) orders, and "Merchants Name" will be the name that appears on your customer’s payment records, OrderSnapp shall not in any manner be considered the seller of the product or food. FEES FOR CREDIT CARD PAYMENTS OrderSnapp represents it will post all credit card payments and associated fees online and accessible to merchants. This reporting will consist of order number, date, payment received and convenience/processing fees associated with order. Convenience/processing fees are charged at the percentage rate and per transaction fee as agreed upon. These fees are subject to change without notice however OrderSnapp will; to the best of its ability notify merchants of any changes 30 days in advance of any such changes.
OrderSnapp will initiate an ACH or Transfer funds to the Merchants bank account on a regular scheduled basis. These payouts will consist of the current balance owed to merchant from credit card payments received minus any fees, refunds or chargebacks owed to OrderSnapp as described in this agreement. Payouts have an ACH fee of $0.25 per transfer and will be deducted from the merchants account balance when executed. OrderSnapp may at its own discretion hold Payouts in the event of a default as previously described and will resume normal payouts when the default has been remedied. In the event a Merchant ACH payout fails or bank account information is not supplied to OrderSnapp, OrderSnapp will, upon request issue a payout to merchant in the form of a check via US mail in US funds, a $5.00 postage and handling fee will be applied.
OrderSnapp takes customer satisfaction very seriously. In the case of problems with their product or food order, customers will be directed to contact the Merchant directly. If not able to resolve the issue with the Merchant to the customer’s satisfaction, OrderSnapp will try to assist. In appropriate cases, if customer was already billed by OrderSnapp, OrderSnapp will issue full or partial refunds. For example: if customer did not receive the order or received an incorrect order, they may be issued a full refund; if part of your order is missing, we may issue a partial refund. In every event, we will do our best to ensure the customers satisfaction. If customer was billed by OrderSnapp, OrderSnapp will provide a full or partial refund on a case-by-case basis, for example, if a customer did not receive the order, or part of their order. Merchant agrees to take full responsibility in resolving these matters and indemnifies OrderSnapp from any liability concerning refunds or chargebacks. Merchant understands and agrees that any and all refunds or chargebacks related to their customer will be their sole responsibility and grants OrderSnapp at its own discretion to debit these charges from the merchants account.
Software and Intellectual property:
Software and Intellectual property described is the backend programming of the customized OrderSnapp Application and the supporting Mobile Cloud Server that is necessary for the operation of the customized application.
Also included is access to the App Manager website with Management tools for Menu/Catalog creation and editing, Couponing, Store information, Merchant services and Database Reports.
Setup and Deployment:
OrderSnapp Inc. will customize your iPhone and Android mobile applications with your Logo (provided by CLIENT).
OrderSnapp Inc. will create icons and all creative requirements for submitting application to iTunes app store and Android Market based on logo provided by CLIENT.
OrderSnapp Inc. will submit and obtain approvals for admission to both iTunes app store and Android Market.
OrderSnapp Inc. will setup CLIENT’s account on OrderSnapp for access to App Manager management tools.
OrderSnapp Inc. will provide free tutoring and telephone support for CLIENT of Mobile applications and App Manager.