By using the YourAppsCompany.com web site or any services and/or products of My Restaurant Apps LLC (“Service”), a Pennsylvania Corporation (“MRA”), you (“YOU” or “YOUR” or “Client”) are agreeing to be bound by the following Terms of Service (“Terms of Service”).
MRA reserves the right to update and change our Terms of Service from time to time without any notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. YOU can review the most current version of the Terms of Service at any time at: https://yourappscompany.com/terms-of-service/. Violation of any of the terms below will result in the termination of YOUR Account. While MRA prohibits such conduct and Content on the Service, YOU understand and agree that MRA cannot be responsible for the Content posted on the Service and YOU nonetheless may be exposed to such materials. YOU agree to use the Service at YOUR own risk.
1. Account Terms
1.1. YOU must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
1.2. YOU are responsible for maintaining the security of your account and password. MRA is NOT liable for any loss or damage from YOUR failure to comply with this security obligation.
1.3. YOU alone are responsible for all Content posted and activity that occurs under YOUR account, even when Content is posted by others, including MRA, who have access to YOUR account.
1.4. YOU may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws and data privacy laws).
1.5. The term or time of subscription to the Service is specified in the YOUR MRA Invoice.
2. Payments and Refund Terms
2.1. Payment terms are either pre-paid for the subscription term unless otherwise denoted in MRA Invoice.
2.2. There will be no refunds or credits for Startup fees, partial terms of service, upgrade/downgrade refunds. In order to treat everyone equally, no exceptions will be made.
2.3. 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, excluding only United States (federal or state) taxes.
2.4. MRA will use commercially reasonable efforts to have the app approved by the appropriate mobile platform provider. Although there is a high likelihood of approval, we do not and cannot guarantee acceptance. If the appropriate mobile platform provider denies YOUR app YOU may cancel your account, however there are no refunds under any circumstances.
3. Renewal, Cancellation and Termination
3.1. YOU are solely responsible for properly canceling and renewing YOUR account. Account cancellation/renewal requests must be submitted in writing to email@example.com. Cancellations by phone or sent to any other email address will not be considered valid. Confirmation of receipt cancellation and renew requests will be within 1 business day.
3.2. All of YOUR Content will be deleted from the Service upon cancellation. This information cannot be recovered once your account is cancelled.
3.3. If YOU cancel the Service before the end of your current paid up time period, your cancellation will take effect within 1 business day.
3.4. MRA, in its sole discretion, has the right to suspend or terminate YOUR account and refuse any and all current or future use of the Service, or any other MRA service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account.
3.5. MRA reserves the right to refuse service to anyone for any reason at any time.
3.6 Upon Cancellation or Termination of the Service, the App will not be removed from devices but the content of it will no longer be reachable and a notification of its termination will be shown. YOU will be responsible for removing the App from the Apple and Android App Stores. YOU are responsible for any marketing material in any form, digital/print/etc., that promoted the App.
3.6. 100% Satisfaction Guarantee Terms:
3.6.1 If for whatever reason you are unsatisfied with your mobile application within the first month of service, MRA guarantees to refund the first month of service with no questions asked.
3.6.2 This guarantee does not apply to any time period after a full month of Service has passed and only applies to the initial month of service with MRA.
4. Modifications to the Service and Prices
4.1. MRA reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
4.2. MRA shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service including the availability of the Apps on any “App Store” or the operation of the App on any specific mobile device.
4.3. From time to time, MRA may issue an update to the MRA application that may add, modify, and/or remove features from the application. These updates may be pushed out automatically with little or no notice, although MRA will do everything in its power to notify you should any services be discontinued, including details on what the update includes.
5. Copyright and Content Ownership
5.1. MRA claims no intellectual property rights over the material you provide to the Service (“Content”). YOUR profile and materials uploaded remain yours. However, by using the MRA application to create your mobile application, you agree to allow others to view and share your Content. See section 3 for Content when Service is Concelled or Terminated.
5.2. MRA does not pre-screen Content, but MRA has the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service.
5.3. The look and feel of the Service is copyright 2018 My Restaurant Apps, LLC. All Rights Reserved. YOU may not duplicate, copy, or reuse any portion of the App software, HTML/CSS or visual design elements without express prior written permission from MRA.
5.4. MRA may make certain software available to you through the Service. If YOU download or otherwise use the software from the Service, the software, including all files and images contained in or generated by the software, look and feel, HTML/CSS, visual design elements, and accompanying data (collectively, “Software”) are deemed to be licensed to YOU by MRA, for YOUR personal and non-distributed use only. MRA does not transfer either the title or the intellectual property rights to the Software, and MRA retains full and complete title to the Software as well as all intellectual property rights therein. YOU may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form. YOU must confirm deletion/destruction of any Software in your possession at the request of MRA.
5.5. YOU grant MRA a license to use the materials YOU post to the Services. By posting, downloading, displaying, performing, transmitting, or otherwise distributing user content to the Service, YOU are granting MRA, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use user content in connection with the operation of MRA, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat user content. YOU will not be compensated for any user content. By posting user content on the Service, YOU warrant and represent that YOU own the rights to the user content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute user content.
5.6. When accessing or using the Services, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Services is at all times governed by and subject to laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any party’s copyrights, trademarks, patents, trade secrets, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property, and you shall be solely responsible for any violations of any laws and for any infringements of any intellectual property rights caused by any content you provide, post, or transmit, or that is provided or transmitted using your user name or user ID. The burden of proving that any Content does not violate any laws or intellectual property rights rests solely with you.
5.7. All MRA content included on its site, its Software, and through the Service is the property of MRA and is protected by U.S. and international intellectual property laws. All MRA content, Software, code, HTML/CSS, and visual design data is copyright 2012 My Restaurant Apps, Inc. All rights reserved.
6. General Conditions
6.1. Your use of the Service is at YOUR sole risk. The Service is provided on an “as is” and “as available” basis.
6.2. Technical support is only available via email (firstname.lastname@example.org).
6.3. YOU authorize the Company to use, reuse, and to grant others the right to use and reuse, your Content, and any reproduction or simulation thereof, in any form of media or technology now known or hereafter developed, both during and after your use of the Services, for any purposes related to the Service.
6.4. YOU understand that MRA uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service and cannot be responsible or liable for any failure of any service interruption at any given time or for any length of time.
6.5. YOU must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, or any other MRA service.
6.6. YOU agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by MRA.
6.7. MRA may, but have no obligation to, remove Content and Accounts containing Content that MRA determines in MRA’s sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
6.8. Any verbal, physical, written or other abuse, including threats of abuse or retribution or disparagement of MRA or any of its products or services, MRA customer, employee, member, or officer by YOU or any person associated with YOU or YOUR enterprise will result in immediate account termination at the sole determination of MRA.
6.9. YOU understand that the technical processing and transmission of the Service, including YOUR Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
6.10. YOU must not upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages.
6.11. YOU must not transmit any worms or viruses or any code of a destructive nature.
6.12. Translation Services:
6.12.1 MRA may provide as part of an additional Translation Subscription Price for a minimum of 12 months duration, translation from English to Secondary Language and provide duplicate content pages as needed (the user’s phone will have the basic instructional info on the pages in Spanish if they select Secondary Language as their phone’s default language). This will add at least 3-5 days of publishing or updating time once the original content is received. Some information will be provided both in English and Secondary Language on the same page, other information will be on parallel pages (as best suites the situation to make it easier for the user to work with).
6.12.2 Some content within the App may not be translatable due to OS limitations.
6.12.3 The Translation Subscription Price includes up to 3000 words of English content translation for App development and up to 300 words per month for updates (unused words do not roll over). Beyond that the cost will be quoted.
6.12.4 Final proof reading and notification of errors will be the responsibility of YOU. MRA will correct any errors found by YOU with their preferred translation when notified for the duration of the subscription.
6.12.5 MRA translation service takes up to 5 business days for turn around. English updates will happen per normal terms.
6.13. Unless specifically mentioned in an MRA Invoice travel is not included with any Service and can be quoted separately upon Client request.
6.14. Training is provided via phone and email during normal MRA business hours.
6.15. Requests for MRA to update YOUR Content will be updated to the App within 3 business days of confirmation of receipt of new Content.
6.16. Requests for MRA to do immediate Push Message output will be performed as our capacity and is not guaranteed for any time.
6.17. Specific devices and operating systems on those devices, other applications on those devices, and user settings, may/will effect the performance and function of the App and are not the responsibility or liability of MRA.
7.1. MRA does NOT warrant that
7.1.1. the Service will meet YOUR specific requirements, and
7.1.2. the Service will be uninterrupted, timely, secure, or error-free, and
7.1.3. the results that may be obtained from the use of the Service will be accurate or reliable, and
7.1.4. the quality of any products, services, information, or other material purchased or obtained by YOU through the service will meet your expectations, and
7.1.5. any errors in the Service will be corrected, and
7.1.6. user downloads/use/opens of App will achieve or maintain any metrics, and
7.1.7. any specific mobile device or operating system will run App.
7.2. YOU expressly understand and agree that MRA shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if MRA has been advised of the possibility of such damages), resulting from:
7.2.1. the use or the inability to use the Service;
7.2.2. the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service;
7.2.3. unauthorized access to or alteration of your transmissions or data;
7.2.4. statements or conduct of any third party on the Service;
7.2.5. or any other matter relating to the Service.
7.3. The failure of MRA to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between YOU and MRA and govern YOUR use of the Service, superseding any prior agreements between YOU and MRA (including, but not limited to, any prior versions of the Terms of Service).
7.4. In no event shall MRA liability to YOU exceed the amount actually paid to MRA by you during the preceding 3 months.
8. INDEPENDENT CONTRACTOR STATUS
8.1. MRA performs the Services as an independent contractor, not as an employee of Client. Nothing in these Terms of Service of Service is intended to construe the existence of a partnership, joint venture, or agency relationship between Client and MRA.
9. FORCE MAJEURE.
9.1. Except for Client’s obligation to pay MRA, neither party shall be liable for any failure to perform its obligations under these Terms of Service if prevented from doing so by a cause or causes beyond its control, including without limitation, acts of God or public enemy, failure of suppliers to perform, fire, floods, storms, epidemic or quarantine restrictions, earthquakes, riots or civil commotion, strikes, war, and restraints of government, freight or other embargoes, weather conditions or any failures by MRA’s subcontractors or suppliers
10.1. All notices or other communications referenced under these Terms of Service shall be made in writing and sent to Attention: “General Counsel at My Restaurant Apps” address 513 East Wynnewood Road, Merion Station PA, 19066 above and to Client’s address set forth in this Terms of Service, or to the address otherwise designated from time to time in writing by the Parties. All notices shall be deemed given to the other party if delivered receipt confirmed using one of the following methods: registered or certified first class mail, postage prepaid; recognized courier delivery; or electronic mail.
11. GOVERNING LAW; ARBITRATION
11.1. These Terms of Service shall be governed by the laws of the Commonwealth of Pennsylvania, excluding choice of law principles.
11.2. Any disputes or claims under these Terms of Service or their breach shall be submitted to and resolved exclusively by arbitration conducted in accordance with American Arbitration Association rules. One arbitrator appointed under such rules shall conduct arbitration. The arbitration shall be conducted in Philadelphia, Pennsylvania.
11.3. Any decision in arbitration shall be final and binding upon the parties. Judgment may be entered thereon in any court of competent jurisdiction. Notwithstanding the above, MRA may sue in any court for infringement of its proprietary or intellectual property rights.
12.1. These Terms of Service shall not be assigned by either Party without the prior written consent of the other; except that either Party may assign its rights and delegate its obligations hereunder in cases in which the Terms of Service is also assigned to any Affiliate or in connection with a merger, acquisition, spin-out or other transfer of all or substantially all of the business, stock or assets to which these Terms of Service relate, provided such assignee agrees in writing to be bound by these Terms of Service. Any attempted assignment in violation of this provision shall be null and void. From and after the making of any such assignment and delegation by the assignor, the assignee shall be substituted for the assignor as a Party hereto and the assignor shall no longer be bound hereby. Subject to the foregoing, these Terms of Service are binding upon, inure to the benefit of, and are enforceable by the Parties hereto and their respective successors and assigns.
13.1. If any one or more section, subsection, sentence, clause, phrase, word, provision or application of these Terms of Service shall for any person or circumstance be held to be illegal, invalid, unenforceable, and/or unconstitutional, such decision shall not affect the validity of any other section, subsection, sentence, clause, phrase, word, provision or application of these Terms of Service which is operable without the offending section, subsection, sentence, clause, phrase, word, provision or application shall remain effective notwithstanding such illegal, invalid, unenforceable, and/or unconstitutional section, subsection, sentence, clause, phrase, word, provision or application, and every section, subsection, sentence, clause, phrase, word, provision or application of this Terms of Service are declared severable.