Elite Menu Cloud Terms Of Service

Effective starting: February 1, 2019;

Apps provided to the client, along with any admin panels, as a component of SaaS will remain the property of Elite Menu.

Liability for the user shall be limited only to the content that would be provided by the user.

Processing of the payment shall be facilitated by Elite Menu third party

Thank you for opting to use the Cloud-based Products by Elite Menu. Terms of service document (specific “Terms” of use) present an outline for the rights and responsibilities you are entitled to on signing up for our cloud customers as a client.

The terms agreed upon by you and the entity that owns and governs the cloud services, Elite Menu, for you to access and utilize .The use of word “You” signifies the entity that accepts these Terms. If this does not apply, and the acceptance is not for the individual themselves, i.e. acceptance of terms on behalf of other(s), such as employers, employees, team members or anyone these terms may be applicable on, you warrant that (i) you are authorized to bind any user of these services to these Terms; (ii) These terms have been thoroughly read and understood by you (iii) Terms described have been agreed upon by you or any entity you may be representing. If you lack the capacity to legally bind anyone that these terms may be applicable for, please DO NOT click on the “I Agree” or any form of confirmation that you may be presented with.

PLEASE NOTE THAT IF THE CLOUD PRODUCT IS BEING SIGNED UP FOR ANOTHER ENTITY, I.E. EMPLOYEE, THEN (A) YOU WILL ACT AS A REPRESENTATIVE OF ANY SUCH PARTY (B) YOUR CONFIRMATION, I.E. ACCEPTANCE TO TERMS VIA CLICK, SHALL BIND YOUR EMPLOYEE, OR ANY ENTITY THESE TERMS MAY BE APPLICABLE ON (C) IN SUCH CASES, “YOU” WILL BE REFERRING TO THE ENTITY THAT THESE LAWS ARE APPLICABLE ON.

The Terms shall be in effect from the date of first click on “I Agree”, or any alternative form of confirmation, or by accessing or using any of the products or services provided by the company. The effective date shall be the one pertaining to the event that occurs first. The terms do not necessarily have to be signed to be binding. Your assent is clearly indicated by clicking on the “I Agree”, or any other form confirmation such as a button or a checkbox, when you undergo registration process for an account of Cloud Product, or when you place an order for them. In case of No-Charge services or products, your assent for these terms shall be evident by access or use of the applicable product in the No-Charge domain.

Scope of These Terms.

Cloud Products

The terms, in this case, shall bind any support provided and any additional service(s). This will include Our Policies and any Product-Specific Terms based on your orders.

Product-Specific Terms

Availing certain Cloud Products might result in additional terms that are specific in accordance with them. Your agreement shall be confirmed by accessing any such product covered by a Product-Specific Term(s)

Software Products Not Covered

Downloadable software (denoted by “Server” and “Data Center” deployments) products shall not be covered by these Terms. A separate license agreement will be required, with us, in order to utilize these resources.

Any software (on a desktop or mobile application) provided as a part of part of Cloud Product shall be subject to these Terms.

Policy Regarding Administration of Cloud Products

Administrators

You may have the authority to grant certain End Users the role of administrator(s). They will have a higher degree of rights and controls for the Cloud Products and End User Accounts, which may include the ability to perform alterations to orders for Cloud Products or enable Apps (that might incur additional charges).

They will also be able to create, de-provision, monitor or make changes to End User Accounts. They may set permissions for other users and manage access to data for end users or any entity other than them. An Administrator may have the authority to manage the previously registered accounts from your domain by taking over. Such accounts would then be termed “Managed Accounts” as per our documentations. This shall be in accordance with section 2.4 (Responsibility for End Users), which shall fully apply to Administrators, such that you shall be responsible for their actions as you appointed them. You agree upon scope of our responsibility not being extended to internal management or administration of the cloud Products.

Reseller as Administrator

For your orders of Cloud Products through a Reseller, you will have to determine whether the Reseller may serve as an Administrator or not. Which shall be evident by any related rights or obligations in your applicable agreement with the Reseller.

For relation between you and Elite Menu, you are solely responsible for any intermediary arrangements by Reseller to your accounts or you’re other End User Accounts.

End User Consent

You are required to provide all relevant disclosures, obtain and maintain all required consents from End Users to allow: (i) Administrators the access described in these Terms and the Privacy Policy; and (ii) Provision of the Cloud Products, by Elite Menu, to Administrators and End Users. You may be required to provide evidence of such consents upon reasonable request.

Responsibility for End Users

Our Cloud Products have multiple methods for bringing users onboard. Certain Cloud Products may require end users to be designated by Administrators. Other scenarios may need users to sign up for individual accounts associated with respective teams or organizations at a later point in time. Specific cases may let existing users invite other users.

In any case, it will be your responsibility to understand settings for Cloud Products being used and for controlling whom you allow to be an End User. If payment is required for End Users to utilize or access a Cloud Product, our products, services and support shall remain limited only for the End Users that applicable fees are paid for. Only such End Users shall be granted access and functionality of the Cloud Products.

Some Cloud Products may require you to designate different types of End Users (for example, a Service Desk distinguishes between “agents” and “customers”). In such cases, pricing and functionality may vary according to the ‘type’ of End User. You will be responsible for compliance of these Terms by all End Users, including any obligatory payments.

Please note that you will be responsible for any activity by all of your End Users. This includes any orders they may place and how they access your data, even if those End Users are not from your organization or domain. We may display our User Notice to End Users at sign up, account creation, Cloud Product registration, or within the product itself. If you use single sign-on (SSO) for identity management of your Cloud Product(s) to the extent that End Users bypass these screens and our User Notice, you shall be responsible for displaying our User Notice to End Users. You shall be responsible for any damages resulting from your failure to do so.

Credentials

You must ensure that all End Users secure their user IDs and passwords for the Cloud Products. Confidentiality of credentials, like User IDs and passwords, is crucial and must not be shared with any unauthorized personnel. You shall be responsible for all actions performed while using the End User Accounts and passwords. You agree to immediately notify us in case of any unauthorized activity that you become aware of.

Age Requirement for End Users

The Cloud Products are not intended for, and should not be used by, anyone under the age of 16. You are responsible for ensuring that all End Users are at least 16 years old.

Domain Name Ownership

If a domain name has to be specified regarding operation of a Cloud Product, or certain Cloud Product features, we shall verify if you own or control that domain. In case you do not own or control the domain you specify, we will have no obligation to provide you with the dependent Cloud Product or Cloud Product features.

Statement of boundaries for what is, or is not, a part of the “Cloud Product” subscription.

Policy for usage of our Cloud based Products

These terms will be valid for the time frame that is dependent upon the details of your subscription. Access will be granted to, both, personal and business use, based on the terms agreed upon in a formal written agreement.

You will have the right to utilize the software for clients, associated with the services provided on the cloud. This will be considered an authorized usage of the cloud services. You may download and use the relevant software.

Section 3.1 states the rights that are non-exclusive, non-sub licensable and non-transferable.

Support

We will provide Support for the Cloud Products in accordance with the  Support Policy, Enterprise Support and Services Policy (to the extent applicable), and the applicable order for the Subscription Term.

Restrictions

Apart from exceptions permitted by the terms, you shall not be allowed to: (a) reproduce, modify, adapt or create any derivative in any form using the Cloud Products; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Cloud Products to a third party; (c) use the Cloud Products for the benefit of any third party; (d) incorporate any Cloud Products into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Cloud Products intended to be limited to your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Cloud Products, except to the extent expressly permitted by applicable law (and only with notifying us in advance); (g) remove or obscure any proprietary, or other notices, contained in any Cloud Product; (h) use the Cloud Products for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Cloud Products; or (j) encourage or assist any third party to violate any of the restrictions mentioned in this document

Security and Data Privacy Policies.

Security

We will be implementing required security procedures to ensure the integrity, availability and security of your data

Privacy

We will have to collect some data and information about you and your End Users in connection with the use of the Cloud Products by End Users, in connection with these Terms.  Collection and use all such data and information will be in accordance with our Privacy Policy, which you agree to.

Improving Cloud Products

We are always striving to improve the Cloud Products. In order to do so, we use analytic techniques to enhance our understanding on how our Cloud Products are being used. For further information on these techniques, or details of the data collected, please read our Privacy Policy

Subpoenas

Our Terms do not prevent us from disclosing your data to the required extent by law, subpoenas, or court orders, but we will make commercially reasonable efforts to notify you if permitted to do so. Elite Menu aims to balance your privacy rights with other legal requirements. To read more about Elite Menu’s policies and guidelines in case of law enforcement officials requesting access to customer data

GDPR Data Processing Addendum

If you are in the EEAU, Switzerland, or are otherwise subject to the territorial scope of Regulation (EU) 2016/679 (General Data Protection Regulation) or any successor legislation, you can request and complete the Elite Menu Data Processing Addendum

Terms Applicable on Your Data

Policy on Data Processing to Provide Cloud Products to You

You retain all rights, title and interest for your data used in accordance with Cloud Products in any form. Solely to the extent necessary to provide the Cloud Products to you, and subject to these Terms, you grant us a worldwide, limited term license to access, use, process, copy, distribute, perform, export, and display your data. Specific to the extent that reformatting Your Data for display in a Cloud Product constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. We may also access your accounts (which may include End User Accounts) and you’re Cloud Products with End User permission in order to respond to your request(s) or need for technical support.

Data Compliance Obligations

Your use of Cloud Products (including the use by End Users) must comply at all times with these Terms, the Acceptable Use Policy and all applicable laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit all Your Data to the Cloud Products and to grant the rights that must be granted to us by Terms and (ii) you authorize that, according to the terms, your data, its submission, and use will not violate (1) any Laws, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any policy on your, any third-party policies’, or terms governing Your Data.

Other than our express obligations under Section 4 (security and data privacy policies), we assume no responsibility or liability for Your Data. You will be the sole responsible for your data and the consequences of submitting and using it in accordance the Cloud Products.

No Sensitive Data

Any sensitive data should not be submitted to, or using, the Cloud Products. In any case, you acknowledge that we are not acting as your Business Associate or subcontractor (as such terms are defined and used in HIPAA). These Cloud Product(s) are neither HIPAA nor PCI DSS compliant. Notwithstanding any other provision to the contrary, we have no liability under these Terms for Sensitive Data.

Your Indemnity

You will defend, indemnify, and hold no offence against us (and our affiliates, officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to (i) breach of Section 2.3 from your side (End User Consent) or any claims or disputes caused by your end users based on their use of Cloud Products, (ii) your breach (or alleged breach) of Sections 5.2 (Your Data Compliance Obligations) or 5.3 (No Sensitive Data); (iii) Your Material. This indemnification obligation is subject to you receiving (a) prompt written notice of such claim (but in any event a notice with sufficient time for you to respond without prejudice); (b) exclusive rights to control and direct the investigation, defense or settlement of such claim and (c) all reasonably necessary cooperation from us, at your expense.

Removals and Suspension

There is obligation for us to monitor the content uploaded to the Cloud Products. However, if we deem such action necessary, based on any potential violation of these Terms, including Our Policies, or in response to takedown requests that we receive following our guidelines

We will use reasonable resources to provide you with advance notice of removals and suspensions, when practicable, but if we determine that your actions endanger the operation of the Cloud Product or other users, we may suspend your access or remove your data immediately without any prior notice. We will have no liability to you for removing or deleting your data from or suspending your access to any Cloud Products as described in this Section 1.5.5.

Using third-party products with the Cloud Products.

Third-Party Products

You (and any respective End Users) may choose to utilize or procure other third party products or services in connection with the Cloud Products. This includes Third Party Apps, (see Section 6.2 (Marketplace Apps)) implementation, customization, training, or any other services. Your receipt or use of any third party products or services (and the third parties’ use of any of your data) is subject to a separate agreement between you and the third party provider. If you enable or use any third party products or services with the Cloud Products (including Third Party Apps as referenced in Section 6.2 (Marketplace Apps)), we will allow the third party providers to access or use your data, as required for the required functionality of their products and services with the Cloud Products. This may include transmitting, transferring, modifying, deleting, or storing your data on the relevant third party providers’ servers, or other relevant third parties. Any third party provider’s use of your data is subject to the scope of the agreement between you and such third party provider.

We shall not be responsible for any access to or use of your data by third party providers, their products, services, security, privacy practices of any third party provider, or their products or services. You will be solely responsible for your decision that may permit any third party provider or third party product or service to access your data. It is your responsibility to carefully review the agreement between you and any relevant third party that you may agree to. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY PRODUCT OR SERVICE (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OR VENDORS.

Marketplace Apps

As further described in the Elite Menu Marketplace Terms of Use, the Elite Menu Marketplace lists a range of apps that may be used in combination with Cloud Product(s). This includes both Elite Menu Apps and Third Party Apps. Elite Menu Apps for Cloud Products are considered “Cloud Products” under these Terms (unless we explicitly specify against it through the Elite Menu Marketplace). Third Party Apps are not Cloud Products, and remain subject to their own applicable “Vendor Terms”. We have the right to enable interoperation of the Cloud Products with “Third Party Apps” as set forth in Section 1.6.1 (Third-Party Products). The terms such as “Apps”, “Elite Menu Apps”, “Third Party Apps”, “Vendor” and “Vendor Terms” are explicitly defined in the Elite Menu Marketplace Terms of Use, which is a separate agreement governing use of the “Elite Menu Marketplace.”

Usage of Elite Menu Developer Assets

Access to any of our APIs, SDKs, or any other Elite Menu developer asset shall be subjected to the Elite Menu Developers Term, which is a separate agreement.

 

 

Additional Services

According to the terms of this agreement, you may purchase any additional services that we have to offer, as per your requirements. Please note that additional services may be subject to additional policies and terms as specified by our company policy, including the Enterprise Support and Services Policy.

Our Deliverables

We reserve all rights, titles and interest pertaining to Our Deliverables. You may use any of Our Deliverables provided specifically in connection with the Cloud Products, which are subject to the same usage rights and restrictions as for the Cloud Products.

For clarity, “Our Deliverables” shall not be considered “Cloud Products” and any “Cloud Products” are not considered to be “Our Deliverables.” Both entities are mutually exclusive.

Your Materials

You agree to provide us with reasonable access to your materials as per the nature of our provision for additional services. If this data is not provided timely, performance of additional services may be affected negatively or excused until provision of the required data.

You shall retain the rights for your material, subject to our ownership of any Cloud Products, deliverables from our side, or any of our technologies associated with your material. We will be allowed to use your material solely for purposes of performing the additional services. You represent and warrant that you have all necessary rights for your material to grant us access for this purpose.

Training Not Covered

Any of your purchases from us, and our provision of training being provided would be subject to our Training Term and Policies, which is a separate agreement.

Billing, Renewals, and Payment.

Monthly and Annual Plans

With the exception of “No-Charge Products”, all cloud products will be offered in accordance with two durational plans; either on a monthly subscription basis or an annual subscription basis.

Renewals

With the exception of being explicitly stated in your order, until either party cancels the subscription prior to expiration of the current subscription term, your subscription will be automatically renewed for another subscription term based on your prior subscription term.

You will be required to provide any notice of non-renewal through the means already designated from us, which may include account settings in the cloud products or notifying our support team. Cancelling your subscription will result in you not being charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to any applicable cloud product(s) that continue to be offered or utilized. Such usage shall be charged at the then-current rates.

Adding Users

You may add users, increase storage limits, or otherwise increase your use of Cloud Products by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable Order, we will charge you for any increased use at our then-current rates, prorated for the remainder of the then-current Subscription Term.

Payment

You will be required to pay complete fees in accordance with each order, by the due dates, and in the currency agreed upon in the Order. If a PO number is required process an invoice to be paid, then you must provide such PO number to Elite Menu.

In case of any additional service(s) provided at a location other than Elite Menu, unless your order specifies otherwise, you will reimburse us for our pre-approved travel, lodging, and meal expenses, which we may charge as incurred. Apart from being explicitly mentioned in Section 10 (Our return policy), 18.3 (Warranty Remedy), Section 20 (IP Indemnification) or Section 24 (Changes to these Terms), all amounts are non-refundable, non-cancelable, and non-creditable. You agree that we may bill your credit card, or other payment method, for renewals, additional users, and overages to set limits or scopes of use, expenses, and unpaid fees as applicable.

Delivery

We shall deliver the initial login instructions for cloud products to your account, or through other reasonable means no later than when we have received confirmation for payment of the applicable dues. You will be responsible for accessing your account details to determine that we have received payment and that your order has been processed. All deliveries under these Terms would be electronic.

Our return policy

As part of our commitment to customer satisfaction and without limiting the Performance Warranty in Section 18 (Warranties and Disclaimer), you may terminate your initial Order of a Cloud Product under these Terms, for no reason or any reason, by providing notice of termination to us no later than thirty (30) days after the Order date for such Cloud Product. In the event you terminate your initial Order under this Section 10, at your request (which may be made through your account with us), we will refund you the amount paid under such Order. This termination and refund right applies only to your initial Order of the Cloud Product and only if you exercise your termination right within the period specified above, and does not apply to Additional Services. You understand that we may change this practice in the future in accordance with Section 24 (Changes to these Terms).

Taxes not Included.

Taxes

Your fees, under these terms, are exclusive of any taxes or duties payable regarding the cloud products in the jurisdiction where the payment is either sent or received. In case of any such taxes or duties being payable by us, you must add the amount of such taxes or duties in addition to any fees owed under these terms.

If you have obtained an exemption from relevant taxes or duties, by the time they are levied or assessed, you may provide the exemption information, and we will try our best to facilitate providing you with invoicing documents to support you in obtaining a refund or credit from the relevant revenue authority, if such a case can be entertained.

Withholding Taxes

You will be required to pay the required fees net of any applicable withholding taxes. Both parties shall be working in collaboration to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are viable. If we qualify for a tax exemption, or a reduced treaty withholding rate, we will be providing documented proof of such a case. You will be required to provide reasonable evidence that you have paid the relevant authority for the sum withheld, or deducted.

Policy for Purchasing Through a Reseller. In case you are making any purchases through an authorized partner, or reseller of Elite Menu (“Reseller”):

1. a)Instead of making a payment directly to us, you will be required to pay the applicable amount to the relevant reseller, as agreed between you and the Reseller. We reserve the right to suspend, or even terminate, your access or rights to use Cloud Products if we do not receive the corresponding payment from the reseller.
2. b)Specific details of your order ( such as the Cloud Products you are entitled to, maximum number of End Users, Terms of Subscription, etc.) will be as stated in the order that will placed by the reseller on your behalf. Reseller shall be responsible for the accuracy of the details that we receive regarding your orders.
3. c)If you are entitled to a refund, under these terms, then unless specified otherwise by us, we shall refund any applicable fees to the reseller and the reseller shall be solely responsible for refunding the appropriate amount to you.
4. d)If you are entitled to a refund, under these terms, then unless specified otherwise by us, we shall refund any applicable fees to the reseller and the reseller shall be solely responsible for refunding the appropriate amount to you.

No Contingencies on Other Upcoming Products.

You acknowledge that the cloud products and additional services from your order are being purchased separately from our other products or services. Obligatory payment for any such products or services shall not be contingent on the purchase or use of our other product(s) ( to clarify, purchasing of cloud products and additional services are exclusive and not contingent on each other, even if they are listed on the same Order). You agree that your purchases shall not be contingent on the delivery of any future functionality or features (inclusive of availability for any cloud product(s) beyond the current subscription term in the future), or dependent on any oral or written public comments we make regarding upcoming functionality or features.

Policy Regarding Evaluation, Trial, and Beta Versions.

We may offer certain Cloud Products (that can include Elite Menu Apps) to you at no charge, including free accounts, trial and Beta Versions as defined below (collectively, “No-Charge Products”). Your use of No-Charge Products is subject to any additional terms that we specify, which would be permitted during the subscription term we designate (in the lack of any such designation, until terminated in accordance with these terms). With the exception of being explicitly stated otherwise in this section 14, according to the terms and conditions that govern cloud products, including the application of Section 3.3 (Restrictions) that fully apply to No-Charge Products.

We reserve the right to make modifications to, or terminate, your right to use No-Charge Products at any time and for any reason at discretion, without any legal liability on your account. You understand that any pre-release or beta cloud products or features within generally available cloud products, that we may offer (collectively referred to as, “Beta Versions”) may still be under development, and possibly may even be unusable or incomplete. They may contain more errors and bugs than throughout the rest of the Cloud Products. We make no commitment regarding the beta version(s) that may be made available generally. In certain circumstances, we might require to charge a fee in order to allow access to beta versions. Even in such cases, the beta version(s) will still remain subject to this Section 14. All information regarding the characteristics, features or performance of any No-Charge Products (including any beta versions) will constitute our “Confidential Information” to the fullest extent, as permitted by applicable law. We disclaim any and all obligations or liabilities with respect to No-Charge Products, including any support, warranty, and indemnity obligations.

Intellectual Property (IP) Rights in the Cloud Products and Feedback.

Our cloud products shall be available on a limited access basis. Ownership rights that are conveyed to you, shall be irrespective of the use of terms such as “purchase” or “sale”. We, and our licensors, retain all right, title and interest, which includes all intellectual property rights for and about “Our Technology” (inclusive of the Cloud Products).

You are permitted to deliver your feedback to us. We may, in connection with any of our products or services freely use, copy, disclose, license, distribute and exploit any such feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or any other form of rights. No feedback shall be treated as your confidential information, and nothing in these terms shall limit our right to independently use, develop, evaluate them, or market products or services, whether incorporating Feedback or otherwise.

Confidentiality.

Without the exception explicitly set forth in these terms, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure, or is deemed by the receiving party to be confidential or proprietary, due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of our technology or any performance information relating to the Cloud Products shall be deemed our “Confidential Information” without any marking or further designation.

With the exception of being explicitly authorized, the receiving party shall (1) hold in confidence any confidential information, and not disclose any part of it to any third parties and (2) not use confidential information for any purpose other than fulfilling its obligations, and exercising its rights under these Terms.

The Receiving Party shall be allowed disclose the said confidential information to its employees, agents, contractors and other representatives when necessary with a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the disclosing party than the Section 16 of this document. The Receiving Party remains responsible for compliance from them, according to the terms of this Section 16. Receiving Party’s confidentiality obligations shall not be applicable for information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is, or has become, public knowledge, not due to any mishap on the behalf of the receiving party; (iii) is rightfully obtained by the receiving party, or from a third party, without breaching any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also be allowed to disclose confidential information, if required pursuant to a regulation, law, or court order (but only to the minimum extent required to comply with any such regulation or order. This shall be carried out with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of confidential information would cause substantial harm, damages alone for which would not be a sufficient remedy. Therefore upon any such disclosure by the receiving party, the disclosing party will be entitled to appropriate equitable relief, in addition to whatever other remedies it might have in accordance with law.

Policy on Term and Termination.

 Terms

These Terms shall be effective as per the “Effective Date” and shall expire on the set date of expiration, or termination of all “Subscription Terms.”

Termination for Cause

Either party may have the right to terminate these Terms (including all related orders) if the other party (a) fails to resolve any breach of these Terms within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, comparable proceeding, or if any such proceedings occur instituted against the said party (which is not dismissed within sixty (60) days thereafter).

Termination for Convenience

You may choose to cease the use of cloud products and terminate these terms (including all orders) at any time for any reason, upon notifying us through a written notice. With the exception of you exercising your right to terminate early pursuant to Section 10 (Our return policy), upon any such termination (i) you will not be entitled to a refund for any pre-paid fees and (ii) in case that you have not paid all applicable fees, for current subscription term at the time, or related services period (as applicable), any outstanding fees will be due and payable immediately.

Effects of Termination

Upon expiration or termination of these Terms, you will have to cease utilizing all cloud products and delete, or return, at our request, all confidential information, or other material related to us in your possession. This includes any third-party systems operated on your behalf. You will be required to officially certify such deletion upon our request.

You shall not have access to your data and we will have the liberty to delete all of your data (unless legally prohibited) after expiration or termination of these terms (or after its applicable subscription term). You should ensure that you export your data, using the functionality of the cloud products, during the applicable Subscription Term. In case of termination of these terms, from your side, in accordance with Section 17.2 (Termination for Cause), you shall get a refund for any prepaid fees, covering the remainder of the current subscription term (at the time) after the effective date of termination. If the termination is from our side, these terms in accordance with Section 17.2 (Termination for Cause), you will pay any unpaid fees covering the remainder of Subscription Term, at the time, after the effective date of termination.

In no case shall the termination relieve you of your obligation to pay any outstanding fees payable to us for the period before to the effective date of termination, with the exception of an exclusive remedy may be specified in these terms exercised by either party of any remedy, including termination, shall be without prejudice to any other remedies it may have under these terms, under obligation to law or otherwise.

Surviving Policies

The following provisions shall survive any termination or expiration of the Terms: Sections 1.3.3 (Restrictions), 5.4 (Your Indemnity), 6.1 (Third-Party Products), 9.4 (Payment), 11 (Taxes not included), 14 (Evaluations, trials, and betas) (disclaimers and use restrictions only), 15 (IP Rights in the Cloud Products and Feedback), 16 (Confidentiality), 17 (Term and Termination), 18.4 (Warranty Disclaimer), 19 (Limitations of Liability), 20 (IP Indemnification) (but solely with respect to claims arising from your use of Cloud Products during the Subscription Term), 22 (Dispute Resolution) and 26 (General Provisions).

Warranties and Disclaimers.

Mutual Warranties

Each party warrants, and acknowledges, that it has the legal power and authority to accept these terms.

Our Warranties

With your convenience as a priority, we warrant that we will utilize commercially viable efforts to prevent introduction of viruses, Trojan horse, or any similar harmful entities into the Cloud Products from our end. But we shall not be responsible for any harmful material submitted by you or End Users. (In accordance with “Performance Warranty”).

Warranty Remedy

We shall make, commercially reasonable, efforts to correct reported any non-conformities regarding “Performance Warranty,” without incurring any extra cost to you. In the event of corrections being impracticable, either party may terminate the applicable “Subscription Term”. In any such case, you shall receive a refund for the amount already paid for use of the Cloud Product, for the terminated portion of the applicable Subscription Term. Performance Warranty shall not be applicable: (i) unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity, (ii) if the non-conformity was caused by misuse, unauthorized modifications, or by third-party products, software, services or equipment or (iii) for “No-Charge Products.” Our sole liability, and your sole and exclusive remedy, for any breach of the “Performance Warranty” are set forth in (this section) Section 1.18.

WARRANTY DISCLAIMER

APART FROM WHAT IS EXPLICITLY STATED IN THIS SECTION 18, ALL CLOUD PRODUCTS, SUPPORT AND ADDITIONAL SERVICES ARE PROVIDED “AS IS.” WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND. THIS INCLUDES ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THE USE OF THE CLOUD PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL RECORD OR RETAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE CLOUD PRODUCTS DIRECTLY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE, OR CONTROL AND IN CASE OF LOSS CAUSED BY SUCH MEDIUMS, WE ARE NOT RESPONSIBLE FOR YOUR DATA LOST, ALTERATION, INTERCEPTION OR STORAGE. WE CANNOT GUARANTEE THAT OUR SECURITY PROTOCOLS WILL BE ERROR-FREE, OR THE TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE, OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO BYPASS OUR SECURITY MEASURES, OR THE SECURITY OF OUR THIRD PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, AND SERVICE FAILURES OR FOR OTHER INHERENT PROBLEMS CAUSED BY THE USE OF INTERNET, ELECTRONIC COMMUNICATIONS, OR ANY OTHER SYSTEMS BEYOND OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF ANY SUCH REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

Scope of Liability.

Waiver for Consequential Damages

WITH THE EXCEPTION OF EXCLUDED CLAIMS (MENTIONED BELOW) NEITHER PARTY (INCLUSIVE OF ANY SUPPLIERS) SHALL HAVE ANY LIABILITY IN LIEU OF, OR RELATED TO, THESE TERMS FOR ANY LOSS OF USE, INCOMPLETE OR INACCURATE DATA, LOSS IN TERMS OF PROFIT, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANT OR CONSEQUENTIAL DAMAGES OF ANY MANNER, REGARDLESS OF BEING INFORMED ABOUT A POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

Liability Cap

WITH THE EXCEPTION OF EXCLUDED CLAIMS, EACH PARTY, AND ITS SUPPLIERS, MAY HAVE COLLECTIVE LIABILITY TO THE OTHER ARISING OUT OF, OR RELATED TO THESE TERMS THAT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Excluded Claims

Excluded Claims refers to (1) Any amount owed by you in lieu of any order(s), (2) Either party’s express indemnification obligations in lieu of these terms, and (3) Any event that suffices as breach of Section 3.3 (Restrictions) or Section 2 (Combining the Products with Open Source Software) of  Third Party Code in Elite Menu Products by you.

Nature of Claims and Failure of Essential Purpose

Both parties accept that all waivers and limitations specified in this Section 19 are applicable, irrespective of any form of action, regardless of being a part of contract, tort (including negligence), and strict liability or otherwise. They shall survive, and still be in effect, even if a limited remedy, specified in these terms, has failed in its essential purpose.

Policy on IP Indemnification.

Our full support and assistance will be by your side for defense involving any claim against you, by a third party, allegedly linking the cloud products, authorized under these terms, for infringement of a patent right, granted in the United States, any member nation of the European Union, or a copyright registered in such a jurisdiction (a “Claim.”) We will indemnify and hold you secure against any damages, or costs, finally awarded on the claim by a court of competent jurisdiction, or acknowledged via settlement executed by us (including reasonable attorneys’ fees), given that you provide the following: (a) effective confirmation, in writing, as a notice, in correspondence with any claim (under any circumstances, notify us, with sufficient time for us to respond without prejudice);

(b) appropriate cooperation in investigating and defending the claim, which may include disclosing  a copy of any evidence relevant to the claim, in your possession, custody, or control, and transparency regarding all relevant discoveries, litigation, or trial, that may be relevant in facilitating processes with any witnesses, within your organization, or influence, available for testimony; and (c) exclusive rights for controlling and directing the investigation, defense, and (if applicable) settlements regarding the Claim. If your use of the Cloud Products is (or can possibly be, in your opinion) enjoined, whether by court order or by settlement, or in case we determine that actions are reasonably necessary to avoid material liability, we be at liberty to: (i) procure any rights for your future use of our Cloud Product in accordance with these terms; (ii) replace the product with a substantially similar Cloud Product with similar functionality; or (iii) terminate any right you may have to use the Cloud Product and refund any applicable prepaid amounts regarding the terminated period of the subscription term.

Any indemnification obligations, in this Section 20, do not apply if: (1) the total aggregate fees we receive with respect to your subscription to a Cloud Product in a twelve (12) month period immediately preceding the Claim is less than US $50,000; (2) the Cloud Product is tempered or altered by any entity other than us, only if it is to the extent the alleged infringement is caused by any such modification; (3) the Cloud Product is coupled with any non-Elite Menu product, software, service or equipment while in use, but only in the case that the alleged infringement is caused by such combination; (4) the Cloud Products are used without proper authorization; (5) any claim has been made due to (y) problems in your data or caused by your indemnification obligations, covered in Section 5.4 (Your Indemnity) or (z) any third-party deliverables or products used with the cloud products or (6) you settle upon or commit admissions with respect to a claim without our prior written consent.

THIS SECTION 20 (IP INDEMNIFICATION) CLEARLY STATES OUR LIABILITY AND YOUR EXCLUSIVE REMEDY REGARDING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY CLOUD PRODUCT OR OTHER ITEMS WE PROVIDE UNDER THESE TERMS.

Publicity Rights.

• We reserve the right to identify you as a Elite Menu customer for our promotional materials. If you want an exception for this, your request sent to [email protected] shall be mode to inform us.
• We reserve the right to display Elite Menu or Elite Menu related marketing on those client services which are provided by Elite Menu.

 

Dispute Resolution.

Informal Resolution

In any form of controversy, or dispute, out of, or relating to, these terms, both parties shall engage in bilateral dialogue, recognize mutual interests, and attempt to devise a solution that is acceptable for both parties. If the parties do not attain settlement within sixty (60) days, either party may pursue relief as in accordance with terms pursuant to Section 22.2 (Governing Law; Jurisdiction). All negotiations pursuant to Section 1.22.1 (this section) shall be classified as confidential and treated as a compromise including any respective settlement negotiations for satisfying rules and codes of evidence of applicable legislation and jurisdictions.

Governing Law; Jurisdiction

These terms will be governed by, and construed in accordance with, the applicable laws of the State of Texas, USA, without granting effect to the principles of that state in terms of conflicts of laws. Both parties irrevocably agree that any legal action, suit or proceeding, as a result of or related to these terms must be brought exclusively in, and will be subject to, the service procedure and other applicable rules of the State or Federal court in Dallas, Texas, USA. Both parties irrevocably acknowledge the sole and exclusive personal jurisdiction of the courts in Dallas, Texas, USA, specifically and unconditionally, for any legal action, suit, or proceedings brought by it, against it, or by the other party. In the event of any action, or proceeding, for enforcement of either party’s rights under these terms, the prevailing party shall be entitled to recover reasonable costs including relevant attorneys’ fees.

Injunctive Relief; Enforcement

In spite of the provisions in Section 22.1 (Informal Resolution) and 22.2 (Governing Law; Jurisdiction), these terms shall not prevent us from seeking injunctive relief in the event of violation of intellectual property rights, confidentiality obligations,  enforcement or recognition of any award or order among any appropriate jurisdiction.

Exclusion of UN Convention and UCITA

The United Nations Convention terms, regarding Contracts for the Sale of Goods, are not applicable to these terms. The Uniform Computer Information Transactions Act (UCITA) will not be applicable to these terms, regardless of time or location of their adaptation.

Application of Export Restrictions.

These cloud products are subject to export restrictions by the United States government, and may be subject to import restrictions by certain foreign governments. You agree to comply with all applicable export, and import, laws and regulations for accessing, utilizing, or downloading the Cloud Products (or any component from it). You, or any third party, shall not be allowed to remove, export, or re-export any component or complete product: (a) into (or to a national or resident of) ab embargoed country, or any country that supports terrorists; (b) to personnel of U.S. Commerce Department’s Denied Persons, Entity, Unverified Lists, or the U.S. Treasury Department’s list of Specially Designated Nationals, and Consolidated Sanctions list (collectively known as, “Prohibited Persons”); (c) to any country to whom any such export, or re-export, may be restricted, prohibited, or to which the United States government, or any agency, may require an export license, or other governmental approval at the time of export, or re-export, without obtaining such license or approval prior to the export; or (d) be otherwise in violation of any export or import restrictions, laws, or regulations of United States, or foreign agency or authority.

You agree upon and warrant that (i) your location is not under control of, or is not a national or resident of any prohibited country and (ii) your data, entirely or any part of it, is controlled under the U.S. International Traffic in Arms Regulations or similar laws in other jurisdictions.

Additionally, you certify that you are not among prohibited persons, nor owned, controlled, or acting on behalf of a prohibited person. You accept not to utilize or let others use the cloud products for any prohibited usage, including usage regarding any nuclear, chemical, or biological weapons’ proliferation or any missile technology, without the prior permission from the United States government.

Policy on Alterations of Terms.

We reserve the right to periodically modify the details of terms and conditions (including Our Policies) with notifying you in accordance with Section 26.1 (Notices) or by uploading the renewed terms on our website. Along with the notice, we will specify the date modifications will take effect from.

No-Charge Products

You must accept the modifications to terms in order to keep availing the No-Charge Products. In case of any objections to such modifications, your exclusive remedy would be to opt out of using the No-Charge Products.

Paid Subscriptions

With the exception to as stated below, any alterations to these terms shall be effective from the next renewal of your subscription term. They would be applicable automatically as of the renewal date, unless you explicitly choose not to renew it pursuant to Section 9.2 (Renewals). In spite of any aforesaid conditions, in some cases, which may include compliance with laws, or required for new features. We reserve the right to outline such modifications being effective during your subscription term at the time. If the event of the effective date for such modifications during subscription term, at the time, and objection are being raised, by you, regarding modifications, then (as exclusive remedy) you shall have the right to cancel affected orders, after notifying us, and we shall refund any relevant pre-paid fees for the affected cloud products in lieu of the terminated portion of the applicable subscription term. In order to implement this specific right, notifying us about the objection and relevant termination will be necessary within thirty (30) days of the actual modification(s). For clarifying ambiguity, all orders are subject to the versions of these terms that shall be in effect when an order is placed.

Our Policies

We reserve the right to modify our policies during your subscription term, at the time, to cope up with latest changes in our products, our business, or Laws. In any such case, with the exception of legal requirements, we commit to not making modifications related to our policies which, as a unit, would substantially diminish our obligations during your current subscription term at the time. Any modifications regarding our policies may take effect automatically, pertaining to the effective date specified for the updated policies.

Changes Regarding Cloud Products.

You accept that cloud products are online, subscription-based products, and in order to improve customer experience, we reserve the right to alter our cloud products, and we can update relevant documentation in accordance. While being subject to obligations for provision of cloud products and additional services for existing orders, we reserve rights for discontinuation of any cloud products, additional services, part or feature of any cloud products for any reason at any time without being liable to you.

General Provisions.

Notices

Any notice under these terms has to be provided in writing. We may deliver such notices to you via given “Notification Email Address,” directly to your account, or in-product notifications. You agree to any electronic communication being sufficient for requirements of any applicable legal communication, including any explicitly required written communication. Notices provided to you shall be deemed provided as of the first business day after dispatching it. Any notifications from your side shall be delivered to us by post at Elite Menu, LLC. 555 Republic Dr #211 Plano, TX 75074 USA, Attn: General Counsel. Any notices from you to us shall be considered delivered, upon receipt from us.

Force Majeure

Both parties shall not be liable to the other regarding delays, or failure for performance of any obligation under these terms (with the exception for failure of paying fees) if the said delay, or failure, is caused by events that are beyond reasonable control of the relevant party, inclusive of but not limited to, a strike, blockade, war, act of terrorism, riot, natural disaster, refusal of a license by a government agency, failure or breakdown of power or telecommunications or data networks or services.

Assignment

You shall not be able to assign, or transfer, these terms without prior written consent from us. As an exception to the foregoing, you shall be able to assign these terms in their entirety (inclusive of all orders) to a successor in the case of a merger, acquisition, or sale of a portion or substantially all of your assets, or voting securities, after making sure that you provide prompt written notice, to us, regarding both assignment and the assignee agreeing, in writing, upon all of your obligations under these terms. Any attempt to transfer or assign these terms, from your end, with the exception of being expressly authorized above, shall be deemed null and void. We reserve the right to assign our rights and obligations under these terms (partially or completely) without prior consent. We have the right to permit our affiliates, agents, or contractors to exercise our rights, or perform our obligations, under these terms. In any such case, we will be responsible for their compliance with these terms. Being subject to the foregoing, these terms will inure to both party’s permitted successors and assignments.

Government End Users

Any United States federal, state, or local government customers shall be subject to the Government Amendment, in addition to these terms.

Entire Agreement

These terms, in entirety, are an agreement between you and us, in reference to the cloud products and any other subject matter covered by these terms. They supersede all prior, or contemporaneous oral or written communications, proposals and representations between you and us regarding cloud products, or any other subject matter covered by these terms. Any provision for purchase order or other business form from you shall not supersede or act as a supplement for the terms and conditions of these terms. Any such documentation related to these terms shall be for administrative purposes only and shall have no legal effect.

Conflicts

In the case of a conflict among the main body of these terms, or among our policies, product-specific terms, our policies or product-specific terms (as applicable) shall be dealt with their respective subject matter.

Waivers; Modifications

Failure or delay by either party, to these terms, in application of any right, power or privilege will operate as a waiver thereof, nor can a single or incomplete exercise preclude any other, or elaborate, exercise thereof or the exercise of any given right, authority or privilege hereunder at law, or equity. With explicit exception set forth in Section 24 (Changes to these terms). Amendments or alterations to these Terms must be executed in writing by an authorized representative from both parties.

Interpretation

With appropriate usage of the word, “including” (and its variants) for instance “including without limitation” (and its variants), headings are intended for convenience only. If any provision of these terms is found to be void, invalid, unenforceable, or illegal, the other provisions shall be carried on effectively with full force.

Independent Contractors

The parties shall be treated as independent contractors. These terms will not be enforced as constituting either party to be a partner of the other, or be open to any other form of legal association that could bound either party the express, or implied right, power, or authority to be entitled to any duty, or obligation, with respect to the other party.

Intellectual Property Rights.

ANY SPECIFIC AND ALL GENERIC APPS PROVIDED BY ELITE MENU TO YOU OR ANY CUSTOMER SHALL REMAIN THE INTELLECTUAL PROPERTY OF ELITE MENU. WE RESERVE FULL RIGHTS AND COMPLETE OWNERSHIP REGARDING ANY APPS UNLESS EXPLICITLY STATED OTHERWISE IN THE AGREEMENT.

INFORMATION OR CONTENT THAT IS SPECIFICALLY GENERATED OR GENERALLY PROVIDED TO YOU OR ANY CUSTOMER OR CLIENT SHALL REMAIN THE SOLE PROPERTY OF ELITE MENU.

Digital Marketing

Indemnity and Hold Harmless

ADVERTISER agrees to indemnify, defend, protect and hold free and harmless Elite Menu and its officers, members, directors, and employees from and against any and all liabilities, damages, costs, expenses, obligations, claims, fines, penalties or losses, including but not limited to all attorney’s fees and other costs of defense, arising in any way from the fault or negligence of ADVERTISER, its agents, employees, and sales personnel or from the publication of any editorial or ADVERTISER materials supplied by ADVERTISER, including, without limitation, any such liability arising out of copyright, privacy, or antitrust. ADVERTISER shall not, however, be liable hereunder for any damages or other losses set forth above which are caused by the fault or negligence of Elite Menu. Elite Menu does hereby indemnify and hold harmless ADVERTISER and its officers, members, directors, and employees from any liability, damages, costs, expenses, obligations, claims, fines, penalties or losses, including but not limited to all attorney’s fees and other costs of defense, arising in any way from the fault or negligence of Elite Menu, its agents, or employees or from the publication of any material supplied by Elite Menu. Elite Menu shall not, however, be liable hereunder for any damages or other losses set forth above which are caused by the fault or negligence of ADVERTISER.

Taxes

All tax and other returns required by city, local, state or federal laws or regulations with respect to the performance of this contract or otherwise in connection with the business of Elite Menu and all payments due thereon, and all fees or other payments due in connection therewith, including generally, but not limited to, income or other tax withholding, social security, unemployment compensation, disability coverage and other taxes shall be made, filed and paid by Elite Menu, and Elite Menu shall hold ADVERTISER harmless from any liability with respect thereto.

Assignment

Elite Menu’s services hereunder are personal in nature. This Agreement may not be assigned or transferred by Elite Menu without the prior written consent of ADVERTISER.

Modification

This Agreement may only be modified in writing and signed by both parties hereto. Elite Menu and ADVERTISER collectively agree to keep the terms of this Agreement and all information pertaining to the advertising sales and other information pertaining to either party’s business strictly confidential except as may be required to sell Advertising. Disclosure by Elite Menu or ADVERTISER to its attorneys, accountants, or tax advisors and sales representatives, or as may be required by law to any governmental agency or authority or to a court or arbitrator shall be conditioned on all reasonable steps being taken to maintain the confidentiality of the terms of this Agreement. Either party shall notify the other party promptly if any such disclosure is requested or required. Neither party shall issue any press releases or public announcements pertaining to this Agreement or the Advertising Sales unless such releases or announcements have been approved by the other party prior to issuance.

Commitment and Payment Terms

Unless otherwise agreed upon, ADVERTISER will be billed in full upon advertising campaign activation. Elite Menu will invoice ADVERTISER for all fees under this Agreement, and the ADVERTISER will pay Elite Menu all invoiced amounts within 30 days after the date of the invoice to Elite Menu. Elite Menu may remove any advertisements and cancel any Agreement, if ADVERTISER is in default of its payment obligations. Amounts due hereunder do not include taxes or other government fees, the computation and payment of which (other than taxes on Elite Menu income) is the responsibility of ADVERTISER.

Definitions

Certain capitalized terms are defined here in Section 27, while others have been clarified contextually throughout these terms.

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Additional Services	Refers to premiere or priority support under Technical Account Manager (TAM) services, or other relevant services provided regarding cloud products that can be identified in any order. For clarity, term “Additional Services” will not necessarily mean higher standards of support for your subscription.
Administrators	Refers to any personnel that you may appoint for being administrators for cloud products as end users on your behalf.
Affiliate	Refers to any entity that, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party, when “control” is the power to direct the management or affairs of an entity, and “ownership” refers to beneficial ownership of more than 50% of the voting equity, securities, or any equivalent voting interests regarding the entity.
Cloud Products	Refers to our hosting or cloud-based solutions (currently known as “Cloud” deployments), which may include any client software, provided by us, as part of the cloud products.
Documentation	Refers to standard published documentation, from us, regarding cloud products.
End User	Refers to any individual from you, or anyone affiliated that is permitted or allowed to use our cloud products. For clarity an end user is: (a) any individual permitted by your End Users, (b) any individual under managed accounts, and (c) any individual that interacts with our cloud products as your customer.
End User Account	Refers to any account established by you, or another end user, that allows any individual access, or ability to use, any Cloud Product.
Feedback	Refers to comments, questions, ideas, and suggestions in any form that include but are not limited to the cloud products, support or additional services.
HIPAA	Refers to the “Health Insurance Portability and Accountability Act,” with amendments and supplements.
Laws	Refers to any applicable laws from local, state, federal and international laws, regulations and conventions, including the laws that pertain to data privacy and data transfer, international communications and the export of technical or personal data.
Notification Email	Refers to the email address (es) you provide upon registration for a cloud product account or provide at sign up for a Cloud Product. It is your responsibility to keep your email address (es) valid and current so that we are able to serve notices, statements, and any other relevant information to you.
Order	Refers to Elite Menu’s applicable online order page(s), flows, in-product screens, other Elite Menu-approved ordering document, or process describing the products and services that you may be ordering from us, and wherever applicable, related permitted scope of use. As applicable, the order shall identify: (i) the cloud products, (ii) the number of end users, subscription term, domain(s) regarding your usage of cloud products, storage capacity, limits, or other scope of use, parameters and (iii) (for paid orders) the amount or rate you shall be charged, the billing and renewal terms, relevant currency and form of payment. Orders may also include additional services and no-charge products.
Our Deliverables	Refers to any material, deliverable, modification, derivative work or development that shall be provided by us in connection with any additional services.
Our Policies	Refers to  Acceptable Use Policy , guidelines for  Reporting Copyright and Trademark Violations ,  Online Community Platforms Terms of Use ,  Privacy Policy ,  Support Policy ,  Enterprise Support and Services Policy , terms for  Third Party Code in Elite Menu Products , and (unless explicitly mentioned otherwise) any other policy or term with reference to these Terms.
Our Technology	Refers to the cloud products (inclusive of all no-charge products), our deliverables, their “look and feel”, any and all related, or underlying, technology and any modifications, or derivative it is based upon, of the foregoing, inclusive of, as they may incorporate, any feedback.
PCI DSS	Refers to the Payment Card Industry Data Security Standards.
PO	Refers to a purchase order.
Product-Specific Terms	Refers to any additional terms that may apply to certain cloud products and additional services.
Sensitive Data	Refers to any (i) type of data enumerated in European Union Regulation 2016/679, Article 9(1) or any derived legislation; (ii) patient, medical or other protected health information regulated by HIPAA; (iii) credit, debit, or other payment card data subject to PCI DSS; (iv) other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations); (v) social security numbers, driver’s license number or other government ID numbers; or (vi) any data similar to the foregoing that is protected under foreign or domestic laws or regulations.
Subscription Term	Refers to a subscription period, agreed upon by you, for a Cloud Product, as recorded in an applicable order.
Support	Refers to support for the Cloud Products, as clarified in detail in the Support Policy and Enterprise Support and Services Policy (to the applicable limit). Support level, for you, shall be specified in the applicable order.
Training	Refers to training and certification services provided by Elite Menu.
Your Data	Refers to any data, content, code, video, images or any other material of any type that you (inclusive if of your end users) submit to the cloud products. In this context, “submit” (and any similar term) may include submitting, uploading, transmitting, or making your data available by any other means to or through the Cloud Products.
Your Materials	Refers to your materials, systems, personnel or other resources.