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TERMS AND CONDITIONS BELOW APPLY TO ALL CUSTOMERS OF SPOONFED LOCATED OUTSIDE OF THE USA (Click here for USA customer Terms and Conditions)
These Terms of Service (as amended from time to time) constitute a legally binding agreement that governs your access to and use of any of 365 RM’s services including the Spoonfed on-line software as a service (the “Software”) and our website (app.getspoonfed.com) (the “Site”) (together the “Services”). These Terms of Service were last updated on 4th December 2019. By using the Services, you indicate that you have read, understood and accept these Terms of Service and that you agree to abide by them. Our Privacy Policy is a material part of these Terms of Service and is incorporated into these terms by reference. Our Privacy Policy can be found here. If you do not agree to these Terms of Service, please refrain from using the Services.
In these Terms of Service, the term “you” refers to you the customer and the terms “365 RM”, “we”, “us” and “our” refer to 365 RM (UK) Limited, a company registered in Scotland under company number SC382380 with our registered office at 1-4 Atholl Crescent, Edinburgh, EH3 8HA. Our VAT number is 117910523.
1. APPLICATION TO USE THE SOFTWARE AND INITIAL FEES
1.1 In order to use the Software, you are required to register with us by either completing the on-line registration form or providing us with your name, business name, address, phone number, email address and location. You shall provide us with correct information and you shall update your information as and when it changes. The information you provide to us when registering for the Services will be held and used by us in accordance with our Privacy Policy.
1.2 Once you have been registered and provided us with payment authorization by payment card or bank account, and we have received the initial fee for account setup and implementation, we shall enable your user name and password to permit you to access and use the Software
2. SOFTWARE LICENCE
2.1 In consideration of you agreeing to abide by these Terms of Service and paying the applicable Licence Fees to us, we hereby grant to you a limited, non-executive, non-transferable, revocable licence to access and use the Software using a web-browser or mobile device solely for your private or internal business purposes (“Software Licence”).
2.2 Except as expressly set out in these Terms of Service or as permitted by applicable law, you undertake: (i) not to copy the Software except where such copying is incidental to the normal use of the Software; (ii) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software; (iii) not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs; (iv) not to dissemble, de-compile, reverse engineer or create derivate works based on the whole or any part of the Software nor attempt to do any such things; (v) to supervise and control the use of the Software and ensure that, where applicable, the Software is used by your staff and contractors (where applicable) in accordance with the terms of these Terms of Service; and (vi) not to make the Software available, in whole or in part to any person other than your staff and contractors (where applicable) without the prior written consent of 365 RM.
2.3 The various different licence fees for the Software (the “Licence Fees”) are set out by a Spoonfed salesperson on signing up. YOU WILL BE INVOICED BY EMAIL AT THE END OF EACH MONTH FOR THE APPLICABLE LICENCE FEE. YOU HEREBY AUTHORISE US TO TAKE PAYMENT FROM YOUR PAYMENT CARD OR BANK ACCOUNT AFTER SEVEN (7) DAYS FOLLOWING THE DATE OF EACH INVOICE FOR THE LICENCE FEE. SHOULD OUR REQUEST FOR PAYMENT FAIL, THEN WE RESERVE THE RIGHT TO CHARGE A REASONABLE AMOUNT TO COVER THE CONSEQUENT ADMINISTRATION COSTS. All amounts and fees referred to in these Terms of Service shall be: (i) payable in pounds sterling for UK Customers and US dollars for customers outside the UK; (ii) non-cancellable and non-refundable; and (iii) exclusive of VAT which shall be added to the monthly invoices as required at the appropriate rate. For the avoidance of doubt all orders processed by you, including those subsequently cancelled, will be invoiced.
2.4 We reserve the right to increase the Licence Fees at any time upon providing you with 30 days’ prior written notice.
2.5 We reserve the right to up-date, further develop and/or enhance the Software as and when we see fit, within our agreed service level.
2.6 If you require support for your Software Licence, please contact us by email at support@getspoonfed.com. Any support services provided by us shall be at our sole discretion.
3. ACCESS TO THE SITE
Access to the Site is permitted on a temporary basis, and we reserve the right to amend the Site we provide without notice. If the need arises, we may suspend access to the Site and we will not be liable to you if for any reason the Site is unavailable at any time or for any period. All reasonable endeavours will be undertaken to maintain continuity of service.
4. CHANGES TO THESE TERMS OF SERVICE
We reserve the right to amend, vary or update these Terms of Service from time to time as we see fit. When we make material changes to these Terms of Service we will post a change notice on our Site. Our Terms of Service will always indicate the date they were last updated and this will change whenever we amend our Terms of Service. It is your responsibility to check the Terms of Service each time you access our Site to ensure that you have read and understood the most recent version of these Terms of Service. Your continued use of the Services after the new Terms of Service have been posted on our website shall be deemed an acceptance by you of the revised terms.
5. PERSONAL INFORMATION & PRIVACY
Please read our Privacy Policy which forms part of these Terms of Service. Our Privacy Policy explains what personal information we collect and how we use and protect this personal information. Please click on the link to view our Privacy Policy.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 We are the owner or the licensee of all intellectual property rights in the Services including without limitation the Software, any and all technology, code, text, sound, graphics, pictures, video, content and material provided by or on behalf of us through the Services. The Services are protected by the copyright laws of the United Kingdom, international copyright treaties and all other applicable copyright and intellectual property laws. 365 RM reserves all rights, including without limitation, all intellectual property rights, in connection with the Services.
6.2 Your use of the Software is governed by and limited to the terms and scope of the licence in clause 2. You acknowledge that you have no right to have access to the Software in source code form.
6.3 Subject to a limited right to print, store and/or download the web pages from our Site for the purposes of explaining and promoting awareness of your catering operation, you may not copy, republish, sell, license, modify, edit, distribute, transmit, display or create derivative works from or otherwise make unauthorised use of any part of the Site.
6.4 You may not remove, obscure or alter any copyright, patent or trade mark notices or other proprietary notices from any material on our Site.
7. RULES OF USE
Your use and access to the Site in violation of any of the following rules is strictly prohibited and may result in the immediate termination of your access to the Site and/or Software and/or be in violation of civil and criminal law. YOU AGREE THAT YOU WILL NOT, UNDER ANY CIRCUMSTANCES:
8. LINKING TO OUR SITE
8.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
8.2 You must not establish a link from any website that is not owned by you.
8.3 Our Site must not be framed on any other website, nor may you create a link to any part of our Site other than the home page. We reserve the right to withdraw linking permission without notice.
9. LINKS FROM OUR SITE
Where our Site contains links to other websites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
10. TERMINATION
10.1 We may terminate the Software Licence by providing you with one calendar month’s prior written notice.
10.2 You may terminate the Software Licence at any time by giving notice to finance@getspoonfed.com. You will be charged to the end of the month in which the termination was notified, in accordance with the terms of clause 2.3.
10.3 Your access to the Services (including the Evaluation Licence or Software Licence) may be terminated by us at any time without prior notice: (i) where we believe that you have not complied with any of these Terms of Service; or (ii) if you have become apparently insolvent, are unable to pay your debts or have committed an act of bankruptcy.
10.4 Upon termination for any reason: (i) all rights granted to you under the Evaluation Licence or Software Licence shall cease; and (ii) you must cease all activities authorised by these Terms of Service.
11. DISCLAIMERS AND LIMITATION OF LIABILITY
11.1 You acknowledge that: (i) the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements; (ii) the Software may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of these Terms of Service; (iii) your use of the Services will not be uninterrupted or error-free; and (iv) the use of the Services and the use of the internet is at your sole risk and 365 RM cannot be responsible for any delays or other loss or damage resulting from the transfer of data over communication networks including the internet.
11.2 THE EXPRESS TERMS OF THESE TERMS OF SERVICE ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, COURSE OF DEALING OR OTHERWISE, ALL OF WHICH ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
11.3 Save for death or personal injury caused by our negligence or any other liability which by law cannot be limited or excluded, we shall have no liability of any kind to you in respect of the Software or the Site. In particular, we shall have no liability for any indirect, special, incidental or consequential loss or damage whatsoever including without limitation for loss of profits, contracts, data, goodwill, work stoppage and computer failure resulting from the use of or inability to use the Services.
11.4 IN THE EVENT THAT WE SHALL BE FOUND LIABLE TO YOU FOR ANY REASON OTHER THAN DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, THE SUM PAYABLE TO YOU IN RESPECT OF SUCH LIABILITY SHALL NOT EXCEED THE LICENCE FEES PAID BY YOU TO US IN THE YEAR OF THE CLAIM OR £100 WHICHEVER IS THE LESSER.
12. SEVERABILITY
If any provision of these Terms of Service is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be interpreted in a manner consistent with applicable law to reflect, as closely as possible, the original intention of 365 RM and the remainder of the provisions shall continue in full force and effect.
13. WAIVER
No delay or failure by us in exercising or enforcing any of our rights or remedies under these Terms of Service will constitute a waiver of such right or remedy. A waiver of any provision of these Terms of Service shall only be valid if in writing and signed by 365 RM.
14. ASSIGNATION
We may assign or transfer these Terms of Service to any person or entity at any time without your consent. You may not assign or transfer any rights or obligations under these Term of Service.
15. ENTIRE AGREEMENT
The Terms of Service (including the Privacy Policy incorporated into these Terms of Service by reference) constitute the entire agreement between you and us relating to your rights and obligations in the use of the Services.
16. GOVERNING LAW
These Terms of Service and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland. The Scottish courts will have exclusive jurisdiction over any claim arising from, or related to your use of the Services. You are responsible for compliance with any applicable laws of the country from which you are accessing the Services.
17. DATA PROCESSOR OBLIGATIONS
As part of the General Data Protection Regulation (GDPR), it is our duty to ensure that data is handled in a way compliant with the law. This requires that any Data Controller using a Data Processor has a written contract clarifying the responsibilities and liabilities of each party.
Use of our services recognises us as the Data Processor, and you as the Data Controller. A Data Controller is a natural or legal person or organisation which determines the purposes and means of processing personal data; a Data Processor is a natural or legal person or organisation which processes personal data on behalf of a Controller. Data held will belong to your customers (“Data Subjects”).
17.1 SUBJECT MATTER OF DATA PROCESSED
The data being processed by us will be contact information belonging to your Data Subjects as well as information required to deliver the subject’s catering orders accurately.
17.2 DURATION OF DATA PROCESSING
Data will be held for as long as you remain a customer of 365 RM, or until your Data Subject requests its removal from the system. You have the right to de-personalise Data Subject information at any point. We will only remove personal information when your contract with us is terminated. You have the ability to delete data at any time, without our help. For information on Data Subjects’ process for requesting deletion, see section 17.6(iii)a.
17.3 NATURE AND PURPOSE OF DATA PROCESSING
We will only act on your documented instructions. “Processing” information or data means obtaining, recording or holding the information or data or carrying out any operation or set of operations on the information or data, including— a) organisation, adaptation or alteration of the information or data, b) retrieval, consultation or use of the information or data, c) disclosure of the information or data by transmission, dissemination or otherwise making available, or d) alignment, combination, blocking, erasure or destruction of the information or data.
You will be able to carry out data processing tasks yourselves, as the system has been built so that, given the right permissions (assigned by you), all processing tasks necessary for operation can be carried out by your users.
17.4 TYPE OF PERSONAL DATA AND CATEGORIES OF DATA SUBJECT
Personal data could include names, phone and fax numbers, email addresses, addresses and potentially specific information about the address, if this information is needed to ensure delivery of a Data Subject’s catering order.
17.5 OBLIGATIONS AND RIGHTS OF THE CONTROLLER
You accept responsibility for implementing appropriate technical and organisational measures to ensure and to demonstrate that your processing activities are compliant with the relevant data regulations.
17.6 OBLIGATIONS AND RIGHTS OF THE PROCESSOR
(i) SECURITY
We will ensure that appropriate measures are taken to secure all data processed. This includes secure storage of hardware at our offices, SSL security and password access to our system and database protection for all data stored in the system. When using outside parties to process data we will ensure that they offer the appropriate level of security and data protection.
We will ensure that 365 RM employees processing data are subject to a duty of confidence, giving their signed agreement to keep confidential all your data during and after termination of employment. We will only use reputable organisations that we believe match our standards of confidentiality. We will provide you with the ability to control user access, to determine the permissions privileges of your employees and their ability to process personal data.
If we are responsible for a personal data breach relating to any data of which you are Controller, we will inform you immediately.
We will submit to audits and inspections for an agreed and reasonable charge, providing you with any information needed to ensure that we are collectively meeting our obligations under Article 28 of GDPR. We will tell you immediately if we are asked to do something infringing the GDPR or other data protection law of the EU or a member state.
(ii) TECHNICAL ASSISTANCE
We will assist you through technical and organisational means in your data processing, notifying you of any Data Subject’s requests promptly so that you can deal with them.
(iii) DATA ACCESS AND DELETION
We will provide you with the functionality to enable Data Subjects to access their own personal data through the Spoonfed online ordering platform. We will also provide you with a means of finding and de-personalising information in the system, and ways to search for inactive customers.
(a) DE-PERSONALIZATION
We will explain how to share the data stored about a subject with them, and methods of de-personalising their personal data when requested. The system is designed so that you as a Data Controller are able to view and de-personalise all information stored about a subject.
(b) DELETION
If your contract with us is terminated, all information in your account will be deleted within 6 months of cessation date. On request we will provide you with written certification that this has occurred.
(iv) DATA BREACHES AND DATA PROTECTION IMPACT ASSESSMENTS
If your activities fall within the EU area, we will assist you in meeting your GDPR obligations in relation to the security of data processing, the notification of personal data breaches and data impact assessments.
18. CONTACT US
If you have any questions about these Terms of Service, please contact 365 RM Systems Limited at our registered office address stated above or by email on support@getspoonfed.com.
THE TERMS AND CONDITIONS FOLLOWING APPLY TO ALL CUSTOMERS OF SPOONFED LOCATED IN THE UNITED STATES OF AMERICA ONLY
(Click here for rest of world customer Terms and Conditions)
These Terms of Service (as amended from time to time) constitute a legally binding agreement that governs your access to and use of any of 365 RM’ services including the Spoonfed on-line software as a service (the “Software”) and our website (https://app.getspoonfed.com) (the “Site”) (together the “Services”). By using the Services, you indicate that you have read, understood and accept these Terms of Service and that you agree to abide by them.
Our Privacy Policy is a material part of these Terms of Service and is incorporated into these terms by reference. Our Privacy Policy can be found here. If you do not agree to these Terms of Service, please refrain from using the Services.
In these Terms of Service, the term “you” refers to you the customer and the terms “365 RM”, “we”, “us” and “our” refer to Spoonfed, Inc., with an address at 200 South 10th Street, Suite 1600, Richmond, VA 23219.
1. APPLICATION TO USE THE SOFTWARE AND INITIAL FEES
1.1 In order to use the Software, you are required to register with us by either completing the on-line registration form or providing us with your name, business name, address, phone number, email address and location. You shall provide us with correct information and you shall update your information as and when it changes. The information you provide to us when registering for the Services will be held and used by us in accordance with our Privacy Policy.
1.2 Once you have been registered and provided us with payment authorization by payment card or bank account, and we have received the initial fee for account setup and implementation, we shall enable your user name and password to permit you to access and use the Software in accordance with the Evaluation License in Section 1.1.
1.3 You represent and warrant that you have the full corporate rights, power and authority to agree to these Terms of Service and perform the obligations hereunder and that doing so does not and will not violate any agreement or obligation to which you are bound, or any applicable law, rule or regulation.
2. SOFTWARE LICENSE
2.1 In consideration of you agreeing to abide by these Terms of Service and paying the applicable License Fees to us, we hereby grant to you a limited, non-executive, non-transferable, revocable License to access and use the Software using a web-browser or mobile device solely for your private or internal business purposes (the “Software License”).
2.2 Except as expressly set out in these Terms of Service or as permitted by applicable law, you undertake:
(i) not to copy the Software except where such copying is incidental to the normal use of the Software;
(ii) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;
(iii) not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(iv) not to dissemble, de-compile, reverse engineer or create derivate works based on the whole or any part of the Software nor attempt to do any such things;
(v) to supervise and control the use of the Services and ensure that, where applicable, the Services are used by your staff and contractors (where applicable) in accordance with the terms of these Terms of Service; and
(vi) not to make the Services available, in whole or in part to any person other than your staff and contractors (where applicable) without the prior written consent of 365 RM.
2.3 The various different License fees for the Software (the “License Fees”) are set out are set out by a Spoonfed salesperson on signing up. YOU WILL BE INVOICED BY EMAIL AT THE END OF EACH MONTH FOR THE APPLICABLE LICENSE FEE. YOU HEREBY AUTHORIZE US TO TAKE PAYMENT FROM YOUR PAYMENT CARD OR BANK ACCOUNT ON OR AFTER (7) DAYS FOLLOWING THE DATE OF EACH INVOICE FOR THE LICENSE FEE. All amounts and fees referred to in these Terms of Service shall be: (i) payable in U.S. dollars; (ii) non-cancellable and non-refundable; and (iii) exclusive of sales tax, if applicable, which shall be added to the monthly invoices at the appropriate rate. For the avoidance of doubt all orders processed by you, including those subsequently canceled, will be invoiced.
2.4 We reserve the right to increase the License Fees at any time upon providing you with 30 days’ prior written notice.
2.5 We reserve the right to up-date, further develop and/or enhance the Service as and when we see fit within our agreed service level.
2.6 If you require support for the Service, please contact us via our “in-app” support or, if that is unavailable, by email at support@getspoonfed.com. Any support services provided by us shall be at our sole discretion.
3. ACCESS TO THE SITE
3.1 Access to the Site is permitted on a temporary basis, and we reserve the right to amend the Site we provide without notice. If the need arises, we may suspend access to the Site and we will not be liable to you if for any reason the Site is unavailable at any time or for any period.
3.2 You are responsible for obtaining any hardware or software that you may need to gain access to and use the Service, and for any damage or loss that you suffer as a result of such hardware or software.
4. CHANGES TO THESE TERMS OF SERVICE
We reserve the right to amend, vary or update these Terms of Service from time to time as we see fit. When we make material changes to these Terms of Service we will post a change notice on our Site. Our Terms of Service will always indicate the date they were last updated and this will change whenever we amend our Terms of Service. It is your responsibility to check the Terms of Service each time you access our Site to ensure that you have read and understood the most recent version of these Terms of Service. Your continued use of the Services after the new Terms of Service have been posted on our website shall be deemed an acceptance by you of the revised terms.
5. PERSONAL INFORMATION & PRIVACY
5.1 Please read our Privacy Policy which forms part of these Terms of Service. Our Privacy Policy explains what personal information we collect and how we use and protect this personal information. Please click on the link to view our Privacy Policy.
5.2 You acknowledge and agree that the nature of the Internet is international and that we have your consent, on behalf of you and your customers, to store and use Your Content (as defined below) as provided herein, and to transmit and deliver Your Content in order to provide the Services.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 We are the owner or the licensee of all intellectual property rights in the Services including without limitation the Software, the Site and any and all technology, code, text, sound, graphics, pictures, video, content and material provided by or on behalf of us through the Services. The Services are protected by the copyright laws of the United Kingdom, international copyright treaties and all other applicable copyright and intellectual property laws. 365 RM reserves all rights, including without limitation, all intellectual property rights, in connection with the Services.
6.2 Your use of the Software is governed by and limited to the terms and scope of the license in Section 2. You acknowledge that you have no right to have access to the Software in source code form.
6.3 Subject to a limited right to print, store and/or download the web pages from our Site for the purposes of explaining and promoting awareness of your catering operation, you may not copy, republish, sell, license, modify, edit, distribute, transmit, display or create derivative works from or otherwise make unauthorised use of any part of the Site.
6.4 You may not remove, obscure or alter any copyright, patent or trade mark notices or other proprietary notices from any material on our Site.
6.5 We reserve all rights in the Service not granted to your expressly in these Terms of Service.
6.6 You, for yourself and your customers, hereby agree to grant us a worldwide, royalty-free, non-exclusive license to use and host any data you or your customers upload (“Your Content”) for the purposes of providing you with the Service.
6.7 You are responsible for making a copy of Your Content. We have no responsibility to maintain Your Content after termination.
7. RULES OF USE
Your use and access to the Site in violation of any of the following rules is strictly prohibited and may result in the immediate termination of your access to the Site and/or Software and/or be in violation of civil and criminal law. YOU AGREE THAT YOU WILL NOT, UNDER ANY CIRCUMSTANCES:
8. LINKING TO OUR SITE
8.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
8.2 You must not establish a link from any website that is not owned by you.
8.3 Our Site must not be framed on any other website, nor may you create a link to any part of our Site other than the home page. We reserve the right to withdraw linking permission without notice.
9. LINKS FROM OUR SITE
Where our Site contains links to other websites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
10. TERMINATION
10.1 We may terminate the Software License by providing you with one calendar month’s prior written notice.
10.2 You may terminate the Software License at any time by giving notice to finance@getspoonfed.com. You will be charged until the end of the month in which the termination was notified, in accordance with the terms of Section 2.3.
10.3 Your access to the Services (including the Evaluation License or Software License) may be terminated by us at any time without prior notice: (i) where we believe that you have not complied with any of these Terms of Service; or (ii) if you have become apparently insolvent, are unable to pay your debts or have committed an act of bankruptcy. You will not have a right to a refund for any amounts paid by you.
10.4 Upon termination for any reason: (i) all rights granted to you under the Evaluation License or Software License shall cease; and (ii) you must cease all activities authorised by these Terms of Service.
11. DISCLAIMERS, INDEMNIFICATION AND LIMITATION OF LIABILITY
11.1 Warranty Disclaimer. THE SERVICES ARE PROVIDED TO YOU “AS IS”, WITH ALL FAULTS AND YOU DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, ACCURACY, NON INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF THIS AGREEMENT, COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE PROVIDED HEREUNDER WILL MEET ANY OF YOUR REQUIREMENTS OR THAT USE OF THE SERVICES WILL BE ACCURATE, PRECISE, ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).
11.2 Indemnification. You shall defend us against any and all actions, demands, claims and suits, and indemnify and hold us harmless from any and all liabilities, damages and costs (including without limitation reasonable attorneys’ fees) to the extent arising out of your use of the Service in any manner that is inconsistent with these Terms of Service.
11.3 Limitation of Liability. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY OF YOUR CUSTOMERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE. IN ANY CASE, OUR AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THESE TERMS OF SERVICE WILL NOT EXCEED $100.00 USD. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. SEVERABILITY
If any provision of these Terms of Service is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be interpreted in a manner consistent with applicable law to reflect, as closely as possible, the original intention of 365 RM and the remainder of the provisions shall continue in full force and effect.
13. WAIVER
No delay or failure by us in exercising or enforcing any of our rights or remedies under these Terms of Service will constitute a waiver of such right or remedy. A waiver of any provision of these Terms of Service shall only be valid if in writing and signed by 365 RM.
14. ASSIGNATION
We may assign or transfer these Terms of Service to any person or entity at any time without your consent. You may not assign or transfer any rights or obligations under these Term of Service.
15. ENTIRE AGREEMENT
The Terms of Service (including the Privacy Policy incorporated into these Terms of Service by reference) constitute the entire agreement between you and us relating to your rights and obligations in the use of the Services.
16. GOVERNING LAW
These Terms of Service and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Commonwealth of Virginia, notwithstanding its conflict of law provisions. The courts of Virginia will have exclusive jurisdiction over any claim arising from, or related to your use of the Services. You are responsible for compliance with any applicable laws of the jurisdiction from which you are accessing the Services.
17. FORCE MAJEURE
We have no responsibility for and are released from all contractual obligations and liability if and to the extent our performance under these Terms of Service is affected by a force majeure. For purposes of this Section, the term “force majeure” means and includes any event which was not under our control, or was not reasonably foreseeable, including but not limited to any natural disaster, act of god, national emergency, sabotage, terrorism, strike or equivalent labor action, or the unavailability of the Internet.
18. NO JOINT VENTURE
No joint venture, partnership, employment or agency relationship exists between you and us.
19. THIRD PARTY BENEFICIARIES.
This agreement does not and is not intended to confer any rights or remedies upon any person other than the parties.
20. PUBLICITY
You agree that we may, but are not obligated to, use your name and to refer to you as a user of the Services in any publicity, press release, advertising or marketing material, throughout the world and using any form of media.
21. DATA PROCESSOR OBLIGATIONS
Use of our services recognizes us as the Data Processor, and you as the Data Controller. A Data Controller is a natural or legal person or organisation which determines the purposes and means of processing personal data; a Data Processor is a natural or legal person or organization which processes personal data on behalf of a Controller. Data held will belong to your customers (“Data Subjects”).
21.1 SUBJECT MATTER OF DATA PROCESSED
The data being processed by us will be contact information belonging to your Data Subjects.
21.2 DURATION OF DATA PROCESSING
Data will be held for as long as you remain a customer of 365 RM, or until your Data Subject requests its removal from the system. You have the right to de-personalize Data Subject information at any point. We will only remove personal information when your contract with us is terminated. You have the ability to delete data at any time, without our help. For information on Data Subjects’ process for requesting deletion, see section 21.6(iii)
21.3 NATURE AND PURPOSE OF DATA PROCESSING
We will only act on your documented instructions. “Processing” information or data means obtaining, recording or holding the information or data or carrying out any operation or set of operations on the information or data, including— a) organization, adaptation or alteration of the information or data, b) retrieval, consultation or use of the information or data, c) disclosure of the information or data by transmission, dissemination or otherwise making available, or d) alignment, combination, blocking, erasure or destruction of the information or data.
You will be able to carry out data processing tasks yourselves, as the system has been built so that, given the right permissions (assigned by you), all processing tasks necessary for operation can be carried out by your users.
21.4 TYPE OF PERSONAL DATA AND CATEGORIES OF DATA SUBJECT
Personal data could include names, phone and fax numbers, email addresses, addresses and potentially specific information about the address, if this information is needed to ensure delivery of a Data Subject’s catering order.
21.5 OBLIGATIONS AND RIGHTS OF THE CONTROLLER
You accept responsibility for implementing appropriate technical and organizational measures to ensure and to demonstrate that your processing activities are compliant with data protection law.
21.6 OBLIGATIONS AND RIGHTS OF THE PROCESSOR
(i) SECURITY
We will ensure that appropriate measures are taken to ensure the security of all data processed. This includes secure storage of hardware at our offices, SSL security and password access to our system and database protection for all data stored in the system. When using outside parties to process data we will have agreements in place to ensure that they offer the appropriate level of security and data protection, which will not be lower than that provided by 365 RM directly.
We will ensure that 365 RM employees processing data are subject to a duty of confidence, giving their signed agreement to keep confidential all your data during and after termination of employment. We will only use reputable organisations that we believe match our standards of confidentiality. We will provide you with the ability to control user access, to determine the permissions privileges of your employees and their ability to process personal data.
If we are responsible for a personal data breach relating to any data of which you are Data Controller, we will inform you immediately.
We will submit to audits and inspections for an agreed and reasonable charge, providing you with any information needed to ensure that we are collectively meeting our legal obligations. We will tell you immediately if we are asked to do something infringing on a data protection law.
(ii) TECHNICAL ASSISTANCE
We will assist you through technical and organizational means in your data processing, notifying you of any Data Subject’s requests promptly so that you can deal with them.
(iii) DATA ACCESS AND DELETION
We will provide you with the functionality to enable Data Subjects to access their own personal data through the Spoonfed online ordering platform. We will also provide you with a means of finding and de-personalizing information in the system, and ways to search for inactive customers.
(iv) DATA BREACHES AND DATA PROTECTION IMPACT ASSESSMENTS
We will assist you in meeting your legal obligations in relation to the security of data processing, the notification of personal data breaches and data impact assessments.
22. CONTACT US
If you have any questions about these Terms of Service, please contact Spoonfed, Inc. at our registered office address stated above or by email at support@getspoonfed.com.
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