Partner Terms of Use

Terms of Use

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Foodini App Inc. ("Foodini", "Company", "we", "us", "our", "Provider"), concerning your access to and use of the https://www.getfoodini.com website, the Foodini app, the Foodini webapp, APIs, and the related services we make available through such website and the allergy / dietary needs information management tool and customer facing tool available in connection with the services (collectively, the "Services"). You agree that by accessing and/or using the Services you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

If you accept these Terms of Use on behalf of a company or other entity, you represent and warrant that you have authority to bind that entity, and "you" refers to that entity. Any order form, statement of work, or other ordering document that references these Terms of Use and is signed by us (an "Order Form") forms part of these Terms of Use. These Terms of Use prevail over any Order Form except where the Order Form expressly identifies the provision of these Terms of Use that it overrides. Any terms contained in your purchase orders, vendor portals, supplier codes of conduct, or other business forms are void and of no effect, even if accepted, signed, or acknowledged by us.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH THE COMPANY.

Supplemental terms that we post in connection with the Services and identify as forming part of these Terms of Use are incorporated by reference. We may modify these Terms of Use at any time by posting a revised version on the Services and updating the "Last updated" date. You waive any right to receive specific notice of any change, and it is your responsibility to review these Terms of Use periodically. Your continued use of the Services after a revised version is posted constitutes your acceptance of it.

1. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Services are our proprietary property and all source code, databases, APIs, functionality, software, websites designs, audio, video, text, photographs, and graphics on the Services (collectively, the "Foodini Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Foodini Content and the Marks are provided in connection with the Services "AS IS" solely for use in accordance with these Terms of Use. Except as expressly provided in these Terms of Use, no part of the Services and no Foodini Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Subject to these Terms of Use and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the term of your subscription to access and use the Services, and to permit your employees and contractors whom you authorize to use the Services ("Authorized Users") to do so, solely for your internal business purposes in connection with the locations identified in your Order Form or, if none are identified, the locations for which you have paid. We reserve all rights not expressly granted to you in and to the Services, the Foodini Content and the Marks.

Customer Data: You grant us, our affiliates, and our subcontractors a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use, copy, store, modify, process, create derivative works of, and display all content, data, and information that you or your Authorized Users submit to the Services, including menus, recipes, and ingredient, supplier, and manufacturer information ("Customer Data"), for any purpose permitted by applicable law relating to the Services or our business, including to develop, train, and improve our products, models, and databases. You are solely responsible for the accuracy, completeness, and legality of Customer Data, and you represent and warrant that you have all rights necessary to grant this license. You will not submit personal information about any individual to the Services except to the extent required to use the Services.

Derived Data: We own all data, analyses, and insights that we derive from Customer Data or from use of the Services ("Derived Data"), and may use and disclose Derived Data for any purpose permitted by applicable law, during and after the term of these Terms of Use.

Foodini Materials and Outputs: We and our licensors own the Services, the Foodini Content, all ingredient, allergen, and nutrition databases, classifications, taxonomies, mappings, and models, and all Dietary Information (as defined in the Allergen and Nutrition Information section), reports, and other outputs generated by or through the Services (excluding the Customer Data contained in them), together with all improvements to and derivatives of any of them. Subject to these Terms of Use and payment of applicable fees, we grant you a non-exclusive, non-transferable license during the term of your subscription to use and display those outputs solely for your own locations' menus and guest communications, including through online ordering and delivery platforms you use to sell to guests.

Consumer Data: Information that individuals provide directly to us through Foodini's consumer-facing applications, including dietary profiles, is not Customer Data.

Suggestions and Feedback: You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Services ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

Use of Intellectual Property: By using the Services, you agree that Foodini, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, in presentations, marketing materials, customer lists, financial reports and web site listings for the purpose of advertising, promoting or publicizing Foodini and/or the Services. You also grant us a non-exclusive, royalty-free license during the term of your subscription to use your names, logos, trademarks, menu content, and images as necessary to provide the Services, including to display your menus and Dietary Information to your guests.

2. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) all registration information, menu information, ingredient and allergen information, you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration and menu information as necessary (or notify us promptly of any changes, in which case you remain responsible for confirming that they have been correctly reflected before relying on them); (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (5) you will not use the Services for any illegal or unauthorized purpose; (6) your use of the Services will not violate any applicable law or regulation; and (7) you will ensure that your affiliates, franchisees, and Authorized Users comply with these Terms of Use, and you are responsible for their acts and omissions as if they were your own.

3. PAYMENT OF FEES AND USER REGISTRATION

You will be required to create an account in order to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password.

You authorize us to charge your payment method on file for all fees and applicable taxes when due, including for each renewal term.

Where fees are invoiced, invoices are due within thirty (30) days of the invoice date. Overdue amounts accrue interest at the lesser of 1.5% per month and the maximum rate permitted by law, and if any amount remains unpaid ten (10) days after we notify you that it is overdue, we may suspend the Services until it is paid in full. Fees are exclusive of all taxes, levies, and duties, which you will pay (other than taxes on our net income). Unless your Order Form states otherwise, your subscription renews automatically for successive periods equal to the initial subscription term unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term, and we may increase fees for any renewal term by giving you at least forty-five (45) days' notice. All fees are non-cancellable and non-refundable except as expressly stated in these Terms of Use.

4. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available.

As a user of the Services, you agree not to:

1. Use the Services in a manner inconsistent with any applicable laws or regulations.
2. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
3. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software.
4. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, that interferes with any party's uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
5. Copy or adapt the Services' software, including but not limited to PHP, HTML, JavaScript, or other code.
6. Delete the copyright or other proprietary rights notice from any Foodini Content.
7. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
8. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
9. Use the Services, Foodini Content, or Dietary Information to build or improve any product or service that competes with the Services, or make the Services available to any third party other than your Authorized Users (except for displaying Dietary Information to your guests as permitted by these Terms of Use).
10. Engage in unauthorized framing of or linking to the Services.
11. Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Foodini Content or enforce limitations on the use of the Services and/or the Foodini Content contained therein.
12. Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
13. Share API keys or other access credentials, exceed any rate limits, or cache, store, or redistribute data obtained through any Foodini API except as permitted in our API documentation or these Terms of Use.
14. Use the Services, Foodini Content, or Dietary Information, or any data obtained from them, to build, train, fine-tune, or improve any machine learning or artificial intelligence model, except as expressly permitted by us in writing.

Any use of the Services in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Services.

5. PERSONAL INFORMATION

Customer Data may be processed in the United States and in other countries where we or our service providers operate. To the extent you provide us with personal information about your guests, employees, or other individuals, you are responsible for providing all notices and obtaining all consents required by applicable law for us to process that information as contemplated by these Terms of Use.

6. TERM AND TERMINATION

These Terms of Use remain in full force and effect while you use the Services and, where you have an Order Form, for the subscription term stated in it and any renewal term. We may, but are not obligated to, suspend your access to all or part of the Services immediately, with or without notice, if: (a) any amount owed by you remains unpaid ten (10) days after we notify you that it is overdue; (b) we reasonably believe you or any Authorized User has breached the Prohibited Activities section or any other provision of these Terms of Use; (c) we reasonably believe suspension is necessary to prevent harm to the Services, other users, guests, or third parties, or to comply with law; or (d) we reasonably believe that any Dietary Information may be materially inaccurate, incomplete, or out of date. Either party may terminate these Terms of Use if the other party materially breaches them and fails to cure the breach within thirty (30) days after written notice. We may also terminate these Terms of Use for convenience on sixty (60) days' written notice, in which case we will refund any prepaid fees for the unused portion of your subscription term.

Upon expiry or termination of these Terms of Use for any reason: (a) all fees accrued, and (except where you terminate for our uncured material breach or we terminate for convenience) all fees payable for the remainder of the then-current subscription term, become immediately due; (b) your right to use the Services ends immediately; (c) within ten (10) days you must cease using and remove from all menus, websites, applications, QR codes, signage, and other materials all Dietary Information and Marks, and we may disable any hosted menus, links, or QR code destinations; (d) we have no responsibility or liability for any Dietary Information that you or any third party display, use, or rely on after termination; and (e) we may delete Customer Data after ninety (90) days, subject to our rights in Customer Data and Derived Data.

Any provision of these Terms of Use that by its nature should survive expiry or termination will survive, including the sections titled Intellectual Property Rights, Payment of Fees and User Registration (as to amounts owed), Prohibited Activities, Term and Termination, Governing Law, Dispute Resolution and Arbitration; Class Action Waiver, Disclaimer, Limitations of Liability, Indemnification, Allergen and Nutrition Information, User Data, Confidentiality, and Miscellaneous.

7. GOVERNING LAW

These Terms of Use are governed by and will be construed under the laws of the State of Delaware, excluding its conflict of laws principles. Any arbitration conducted under these Terms of Use is governed by the Federal Arbitration Act. Subject to the Dispute Resolution and Arbitration section, any judicial proceeding arising out of or relating to these Terms of Use or the Services must be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party submits to the personal jurisdiction of those courts.

8. DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.

Please Read This Provision (the "Provision" or the "Arbitration Provision") Carefully. It Affects Your Legal Rights.

This Provision facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy, whether based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below) that may arise between you and us. Effectively, then, "dispute" is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.

This Provision provides that all disputes between you and us shall be resolved by binding arbitration because acceptance of these Terms of Use constitutes a waiver of your right to litigation claims and all opportunity to be heard by a judge or jury. EVERYONE AGREES THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

Pre-Arbitration Claim Resolution

For all Disputes, whether pursued in court or arbitration, you must first give us an opportunity to resolve the Dispute which is first done by emailing us at info@getfoodini.com the following information: (1) your name, (2) your address, (3) a written description of the Dispute, and (4) a description of the specific relief you seek. If we do not resolve the Dispute within 45 days after receiving your notification, then you may pursue your Dispute in arbitration. You may pursue your dispute in a court only under the circumstances described below.

Exclusions from Arbitration

Notwithstanding the above, either party may bring an action in court: (a) for temporary, preliminary, or permanent injunctive or other equitable relief, including to protect its intellectual property rights or our Confidential Information; (b) in our case, to collect any fees or other amounts owed under these Terms of Use; or (c) where the Dispute qualifies for small claims court.

Arbitration Procedures

If this Provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or we may initiate arbitration proceedings. JAMS, www.jamsadr.com, will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration only and shall in no event be commenced as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.

The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules & Procedures then in effect. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative procedures or rules apply to the arbitration.

Because the Services and these Terms of Use concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

Arbitration Award: The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA or other applicable law and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

Location of Arbitration: The arbitration will be seated in, and any in-person hearings will take place in, Los Angeles, California, unless the parties agree otherwise in writing. Hearings may be conducted by videoconference at the arbitrator's discretion.

Payment of Arbitration Fees and Costs: Arbitration filing, administration, and arbitrator fees will be shared equally between the parties, subject to reallocation by the arbitrator in the award. Each party will otherwise bear its own fees and costs, except that the prevailing party in any arbitration or court proceeding arising out of or relating to these Terms of Use will be entitled to recover its reasonable attorneys' fees and costs.

Class Action Waiver

Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both you and we specifically agree to do so in writing following initiation of the arbitration. This Class Action Waiver also applies to any Dispute heard in court. Neither you nor any other user of the Services may be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding against us.

Jury Waiver

You understand and agree that by accepting this Provision in these Terms of Use, you and we are each waiving the right to a jury trial or a trial before a judge in a public court.

Severability

If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the dispute will be decided by a court.

9. DISCLAIMER

THE SERVICES, ALL DIETARY INFORMATION, AND ALL OTHER OUTPUTS, REPORTS, AND SERVICES PROVIDED BY US OR OUR PERSONNEL ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WORKMANLIKE PERFORMANCE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITE LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT THAT USE OF THE SERVICES OR ANY DIETARY INFORMATION WILL RESULT IN YOUR COMPLIANCE WITH ANY LAW, INCLUDING ANY ALLERGEN, INGREDIENT, OR NUTRITION DISCLOSURE LAW. WE ARE NOT RESPONSIBLE FOR ANY THIRD-PARTY PLATFORM, INTEGRATION, OR DATA SOURCE, INCLUDING ANY POINT-OF-SALE, ONLINE ORDERING, OR DELIVERY SYSTEM. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISSATISFACTION WITH THE SERVICES OR ANY DIETARY INFORMATION IS TO STOP USING THE SERVICES.

10. LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, OR LICENSORS (THE "FOODINI PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, FINES, PENALTIES, OR REGULATORY SANCTIONS, COSTS OF REPRINTING OR REPLACING MENUS, LABELS, OR SIGNAGE, OR AMOUNTS PAID TO THIRD PARTIES, ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF THE FOODINI PARTIES ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES, FOR ALL CLAIMS COMBINED (INCLUDING ANY CLAIM FOR CONTRIBUTION OR INDEMNITY) AND REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE RECURRING SUBSCRIPTION FEES PAID OR PAYABLE BY YOU UNDER THESE TERMS OF USE FOR THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (CALCULATED PRO RATA WHERE FEES ARE BILLED ANNUALLY OR FOR ANY OTHER PERIOD), EXCLUDING ANY ONE-TIME FEES, OR US$100 IF NO SUBSCRIPTION FEES ARE ATTRIBUTABLE TO THAT PERIOD. ANY CLAIM AGAINST THE FOODINI PARTIES MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES, OR IT IS PERMANENTLY BARRED. THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless us, our subsidiaries and affiliates, and our and their respective officers, directors, agents, partners, employees, contractors, and subcontractors (the "Indemnified Parties") from and against any loss, damage, liability, claim, demand, settlement, fine, or penalty, including reasonable attorneys' fees and expenses, arising out of or relating to any claim, action, or proceeding by a third party (including any regulatory investigation) due to or arising out of: (1) your or your Authorized Users' use of the Services; (2) your breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of any applicable law or the rights of a third party, including intellectual property rights; (5) any food or beverage that you or your affiliates or franchisees prepare, serve, or sell, including any allergic reaction, illness, injury, or death; (6) the content, accuracy, or completeness of Customer Data or of any Dietary Information you supply or approve, or your failure to notify us of any change affecting Dietary Information; (7) your display or use of Dietary Information after termination or otherwise in breach of these Terms of Use; or (8) the acts and omissions of your affiliates, franchisees, and Authorized Users; IN EACH CASE INCLUDING CLAIMS ALLEGING THE NEGLIGENCE OF AN INDEMNIFIED PARTY, except to the extent finally determined by a court or arbitrator of competent jurisdiction to have been caused by that Indemnified Party's gross negligence or willful misconduct. You will pay defense costs as they are incurred, will not settle any claim without our prior written consent, and will not seek contribution, indemnity, or apportionment from any Indemnified Party in respect of any claim covered by this section. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

12. ALLERGEN AND NUTRITION INFORMATION

The Services generate, organize, and display allergen, ingredient, dietary, and nutrition information ("Dietary Information") based on recipes, ingredients, supplier and manufacturer data, and other information supplied by you or on your behalf, together with third-party reference data. Any review by our personnel is limited to the information provided to us and does not include inspection of your kitchens, suppliers, or practices. We have no obligation to monitor, verify, audit, or correct any Dietary Information or Customer Data, and any monitoring, review, or correction we undertake does not create any duty to you, your guests, or any third party. Dietary Information may also vary due to factors outside our control, including natural variation in ingredients, portioning, substitutions, and preparation methods. You are solely responsible for: (a) reviewing and approving all Dietary Information before it is made available to guests, and your publication or use of Dietary Information constitutes your approval of it; (b) notifying us within five (5) business days of any change to a recipe, ingredient, supplier, or preparation method that may affect Dietary Information; (c) food preparation, handling, storage, cross-contact prevention, and staff training; (d) displaying, without modification, any guest-facing advisory or disclaimer we require; and (e) complying with all laws applicable to your food, menus, and allergen and nutrition disclosures. We do not provide medical, nutritional, or legal advice. Any regulatory information made available through the Services, including summaries of allergen laws, is general information only and is not legal advice.

13. USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. You are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

14. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES.

15. CONFIDENTIALITY

You will keep confidential all non-public information we disclose to you, including pricing, Order Forms, API documentation, product roadmaps, and methodologies ("Confidential Information"), use it only to use the Services, and disclose it only to your employees and contractors who need to know it and are bound by confidentiality obligations at least as protective as these. Confidential Information does not include information that is or becomes public through no fault of yours. You may disclose Confidential Information where required by law, after giving us prompt notice where legally permitted.

16. MISCELLANEOUS

These Terms of Use (including any incorporated supplemental terms) and any Order Form constitute the entire agreement and understanding between you and us. In entering into these Terms of Use, you have not relied on any statement, representation, warranty, or promise (including in any proposal, presentation, marketing material, or demonstration) that is not expressly set out in these Terms of Use or an Order Form, and you waive any claim based on any such statement. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. We may assign any or all of our rights and obligations to others at any time. You may not assign or transfer these Terms of Use or any of your rights or obligations, whether by operation of law, change of control, or otherwise, without our prior written consent, and any attempted assignment in breach of this sentence is void. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Services. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use. Notices to us under these Terms of Use are effective only when sent by email to info@getfoodini.com. We may give notices to you by email to the address associated with your account or through the Services.

CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please send us a message to info@getfoodini.com