Welcome to Online Restaurant Manager, (“we”, “us” or “Matthew Joseph Jerel, LLC”), an online restaurant management service designed for restaurants, bars and food service businesses (the “Service” or the “Site”). These “Terms of Service” govern your access and use of our Service. USING THIS SITE INDICATES YOUR AGREEMENT TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, SO PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PROCEEDING.
Use of the Site
We grant you a limited, non-exclusive, revocable and non-transferable license to access and use this Site in accordance with the Terms of Service. Any breach of this agreement will result in the immediate revocation of the license granted by this paragraph without any notice to you. You may not: reproduce, copy, sell, distribute, reverse engineer, create derivative works of, transfer or sublicense our
Service to anyone else or use our Service in any manner inconsistent with these Terms of Service. We, at our sole discretion, reserve the right to terminate user accounts, cancel and/or refuse service to anyone whom we believe is using our Service in an unauthorized manner.
You are responsible for maintaining the confidentiality of your username and password. If you are not the business owner and are registering an account on behalf of a business, you represent and warrant that you have been authorized and directed by your business’ principals to open the account and that you have shared all usernames, passwords, and access credentials with other authorized representatives in your business. If you leave the business and your business’ principal contacts us, we may be required to provide access to the Online Restaurant Manager account assigned to the business. You agree to hold harmless and release us from any liability if we do so.
You are entirely responsible for any activities that occur under your account. You agree to notify us immediately of any unauthorized access to, or use of, your account. You agree that Online Restaurant Manager will not be liable for any losses or liability caused by unauthorized use of your account, either with or without your knowledge.
Your content belongs to you. Any information, data or materials (the “Content”) that you provide to Online Restaurant Manager, or that is otherwise provided for the purpose of accessing the services on your behalf shall remain your property. You assume sole responsibility for and shall ensure that the Content you provide in connection with the Services is true and accurate, and will not violate the rights of any third party including without limitation intellectual property rights or rights of privacy. You further represent and warrant that you have the right to submit such content to Online Restaurant Manager and have obtained all required consents and permission to submit, upload, post, reproduce any such content placed on the website.
Except for the material that we license to you, we don’t claim ownership of any content you provide on the Site. We do not endorse, control or verify the accuracy of any user provided content created using the service. However, Online Restaurant Manager will make every effort to accurately aggregate the data and content that you provide directly or grant us access to via third-party sites, in order to provide the Service.
By submitting, posting or displaying content on or through Online Restaurant Manager, you grant us a non-exclusive, irrevocable, royalty-free license to use, modify and adapt the content you provide in connection with Online Restaurant Manager for all uses related to the delivery of the Services.
Third Party Content
Online Restaurant Manager allows users to access and retrieve tracking, usage, and other data analytics maintained online by third party services with which they have pre-existing relationships in order to provide our Services. It is entirely the user’s responsibility to ensure the accuracy, completeness and timeliness of any information required by us or any third party service provider in connection with any of our Services.
You acknowledge that these third party websites are completely independent of Online Restaurant Manager and we accept no liability with respect to your use or inability to use any of the content on such sites.
When using the Site, you may be directed to websites maintained by third party service providers.
Some of the Site’s functionality interoperates with, and is highly dependent upon, application programming interfaces (APIs) from third parties, such as Google and Facebook. If at any point such third party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third party services without entitling you to a refund credit, or other compensation. Your only recourse shall be to stop using Online Restaurant Manager. Additionally, if you authorize us to do so, we may grant third parties access to some or all (depending on the permission you give) of your private data, content, and information through our own API for use in connection with their services.
Copyrights, Trademark and Intellectual Property
We own both the proprietary rights as well as the intellectual property rights to all URLs, materials products, logos, web content, webpage designs, webpage layouts images, text, tools, utilities, and software that make up Online Restaurant Manager, but excluding your data, which you provide to us or make available through third party websites while using the Service. The technical procedures, processes, concepts, and methods of operation that are inherent within Online Restaurant Manager constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users. You agree not to sell, license, distribute, copy, reverse engineer, publicly display or create derivative works of any information available on our Site.
You may not use Online Restaurant Manager for any unlawful purpose, or in any manner inconsistent with these Terms of Service or for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to civil or criminal liability.
You agree not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful, or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information that any reasonable person would consider objectionable on grounds of good conscience.
You shall not upload material that infringes on the intellectual property of others, or upload material that places an unnecessary load as to affect the performances of our websites, systems, and equipment. You may not attempt to gain unauthorized access to any other user’s accounts, computer systems or networks, or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files, or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable laws.
Subscription Term and Renewal
Our services are available under a Subscription Plan for an agreed upon monthly fee. The initial term of service is one (1) month and the Services will automatically renew each month until you cancel your account or your account is terminated by us.
Details of our current service plans, set-up fees and pricing are listed on our Services and Prices page [is it possible to include link to price list elsewhere or otherwise and email to customer service] Online Restaurant Manager reserves the right to change prices at any time. Our service charges will be calculated based on the service plan you choose and billed on a monthly basis. You agree to pay all fees for the Services including all set-up fees or web hosting fees during the Initial Term and for each month as applicable depending on your choice of service plan at the time you order the Services.
You acknowledge, agree, and authorize us to automatically charge the applicable fee to your credit card for each month or Renewal Term (as applicable), unless you cancel the Services.
Disclaimer or Representations and Warranties
YOUR ACCESS TO THIS SITE IS AT YOUR OWN RISK. ALL SERVICES, INFORMATION, DATA, FEATURES, AND ALL CONTENT, AND PRODUCTS ASSOCIATED WITH Online Restaurant Manager AND PROVIDED THROUGH THE SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. THE COMPANY, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SITE OR OF THE SERVICES.
Online Restaurant Manager DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE CONTENT ON THE SITES OR OF THE SERVICES (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE COMPANY, NOR ITS SUPPLIERS, MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITerms of ServiceSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA, OR PERSONAL INFORMATION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES, LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
Limitation of Liability
YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER , INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, ARISING FROM, RELATING TO, OR CONNECTED WITH: (A) THE USE OR INABILITY TO USE OUR SERVICE, (B) THE COST OF REPLACEMENT OF ANY INFORMATION STORED OR MANAGED USING OUR SERVICE, (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT, (D) STATEMENTS, CONDUCT, OR OMISSIONS OF ANY PROFESSIONALS, SERVICE PROVIDERS OR OTHER THIRD PARTY ON OUR SERVICE, (E) THE ACCURACY OF ANY INFORMATION PRESENTED ON THE SITE ; AND ANY OTHER MATTER ARISING FROM OR RELATING TO YUR USE OF OUR SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THREE HUNDRED UNITED STATES DOLLARS ($300).
Waiver of Injunctive or Other Equitable
IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES OR INJURIES IN CONNECTION WITH YOUR USE OF THE SITE, THEN THE LOSSES, DAMAGES AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER CONTENT, PRODUCT, SERVICE OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY THE COMPANY.
Termination of Service
This Agreement will continue to apply until terminated as set forth below. We, in our sole discretion, may terminate this Agreement and your use of Online Restaurant Manager at any time including, without limitation, if you breach any of the Terms of Service or misuse the Site. You agree that termination may be effected without prior notice to you and you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in such account, and any further access to such files or to our Service. We will not be liable to you or any third party for any loss or damage of any kind resulting from any termination of your access to our Service.
If you choose to terminate your Agreement with us, you may simply close your Online Restaurant Manager account pursuant to the instructions provided on your account page. If you choose to cancel your account you will not receive a refund for any domain registration fees, setup fees or any fees paid to initiate service.
Upon cancellation or termination you shall immediately cease any and all use of the Services and you will lose all access to the Service and all historical data collected by the Service.
Governing Law and Dispute Resolution
READ THIS SECTION CAREFULLLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRTE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Wyoming state law governs this Agreement without regard to its conflicts of laws provisions.
Certain portions of this section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and the Online Restaurant Manager agree that we intend for this section to satisfy the “writing” requirement of the Federal Arbitration Act. This section can only be amended by mutual agreement.
ANY AND ALL DISPUTES ARISING OUT OF, IN CONNECTION WITH OR RELATED TO Online Restaurant Manager, YOUR USE OF OUR SITE OR SERVICES, OR THESE TERMS OF SERVICE WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. ALL ARBITRATION DISPUTES MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE THEN-CURRENT COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), except as modified herein, and in accordance with the AAA’s Supplementary Procedures for Consumer Related Disputes. The arbitration will be administered by the AAA.
The Federal Arbitration Act (“FAA”) shall govern the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY ARBITRATION DISPUTE HEARD BY A JUDGE OR JURY. Issues relating to the enforceability of the arbitration and class action waiver provisions are to be decided only by a court of competent jurisdiction, and not by the arbitrator. This arbitration provision shall survive termination of these Terms or the Site. You can obtain AAA procedures, rules, and fee information as follows: 800.778.7879 and http://www.adr.org.
Limited Time to File Claims.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE TO THE OTHER PARTY) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED.
The foregoing provisions of this section will not apply to any legal action taken by the Company to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the OnlineRestaurantMAnager.com, user-generated content, our intellectual property rights (including such we may claim that may be in dispute), our operations, and/or our products or services.
No Class Action Matters.
YOU AND THE COMPANY AGREE THAT WITH RESPECT TO ARBITRATION DISPUTES EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. All arbitration disputes will be heard or arbitrated only on an individual basis and will not be joined or consolidated with any other claims or arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any arbitration dispute to be arbitrated on a class action basis or on any basis involving arbitration disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that the restriction set forth in this section is unconscionable or unenforceable, then our agreement to arbitrate will not apply and the arbitration dispute must be brought exclusively in the appropriate California court, as set forth below. Notwithstanding any other provision of this section, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained in this “No Class Action Matters” section, are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
Except to the extent that arbitration is required (as set forth above), small claims actions, or with respect to the enforcement of any arbitration decision or award with respect to an arbitration dispute, any action or proceeding relating to these Terms of Service may only be instituted in state or federal court in Los Angeles County, California. Accordingly, you and the Company agree to the exclusive personal jurisdiction and venue of such courts for such matters, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
Other Miscellaneous Terms
If any provision of these Terms of Service, is for any reason deemed invalid, unlawful, void or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms of Service, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms of Service (which will remain in full force and effect).
To the extent permitted by applicable law, you waive any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms of Service, the word will be deemed to mean “including, without limitation”.