Terms of service

THIS EQUIPMENT LEASE AND SAAS AGREEMENT (together with the Order Form, defined below, this “Agreement”), dated as of the date (the “Effective Date”) of the full execution of the Tablet and Digital Menu Order Form and Agreement (the “Order Form”) by and between the Customer(as defined therein) and Eatsy Orders Corp., a Delaware corporation having its principal place of business at 1 Brg Plz N Suite 675, Fort Lee, NJ 07024, info@eatsyorders.com (“Provider,” and together with Customer, the “Parties,” and each, a “Party”). WHEREAS, Provider is in the business of providing access to its software-as-a-service offering via certain equipment owned by Provider and leased to its customers; WHEREAS, Customer operates a business which can benefit from such software-as-a-service offering and lease of equipment; and WHEREAS, Customer desires to access the Services (as defined herein) and lease the Units (as defined herein) from Provider, and Provider desires to provide Customer access to the Services and lease the Units to Customer; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Equipment Lease. 1.1 Equipment. Provider hereby leases the Units described on the Order Form incorporated herein by this reference (collectively, the “Units,” and each, a “Unit”) to Customer, and Customer hereby accepts the Units for all purposes of this Agreement and leases the Units from Provider, subject to the terms and conditions of this Agreement. 1.2 Delivery. The delivery location under this Agreement is Customer’s principal place of business as set forth on the Order Form or such other address as provided by Customer to Provider in writing. Unless otherwise set forth on the Order Form, the estimated delivery date under this Agreement is the Effective Date. Provider shall have no responsibility or liability for delays in delivery. 1.3 True Lease. The Parties intend that this Agreement shall constitute a true lease under applicable law. Provider has title to the Units at all times. Customer acquires no ownership, title, property, right, equity or interest in the Units other than its leasehold interest solely as Customer subject to all the terms and conditions of this Agreement. 1.4 Security Interest. The Parties intend and agree that, if this Agreement is recharacterized under applicable law as a secured financing or a lease intended for security, this Agreement shall be deemed a security agreement and Section 1.1 hereof shall be deemed to grant Provider, by Customer, a lien on and first priority security interest in the Units and all proceeds thereof, to secure the payment of Customer’s obligations under this Agreement. Provider and Customer each agree to execute, acknowledge, deliver, file and record, or cause to be executed, acknowledged, delivered, filed and recorded such further docu ments (including without limitation UCC financing statements), and to do all such things and acts, necessary to ensure that such security interest would be a perfected first priority security interest under applicable law. 1.5 Net Lease. Unless otherwise agreed to in writing by Provider, this Agreement constitutes a net lease. 2. Services. 2.1 Provision of Access. Subject to and conditioned on Customer’s payment of the Fees (as defined herein) and compliance with all other terms and conditions of this Agreement, Provider hereby grants Customer a non -exclusive, nontransferable (except in compliance with Section 17.7) right to access and use its software-as-a-service offering described on the Order Form (the “Services”). during the Term (as defined herein), solely for use, in accordance with the terms and conditions herein, by Customer’s employees, consultants, contractors, agents and customers (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services ha ve been purchased hereunder (collectively, “Authorized Users”). Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services. 2.2 Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) cop y, modify or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decod e, adapt or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriat es or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. 2.3 Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to Customer or any third party any intellectual property rights or other right, title or interest in or to the Services and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing (the “Provider IP”). For the avoidance of doubt, “Provider IP” includes Aggregated Statistics and any information, data or other content derived from Provider’s monitoring of Customer’s access to or use of the Services but does not include Customer Data. 2.4 Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Provider reasonably determines that (a) there is a threat or attack on any of the Provider IP; (b) Customer’s or any Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (c) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities or otherwise in a manner not permitted under this Agreement; (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; or (e) Provider’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third -party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 3 (any such suspension described in the foregoing subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. 2.5 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to th e provision and operation of the Services (“Aggregated Statistics”). As between Provider and Customer, all right, title and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Custo mer acknowledges that Provider may compile Aggregated Statistics ba sed on Customer Data (as defined below) input into the Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law. 2.6 Customer Responsibilities. Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a b reach of this Agreement by Customer. 2.7 Support. The access rights granted hereunder entitle Customer to the support services described on the Order Form during the Term. 3. Fees. Customer shall pay Provider the rent for the Units and the Service fees (collectively, “Fees”) as set forth in the Order Form without offset or deduction. Customer shall make all payments hereunder in U.S. dollars, by ACH transfer (in accordance with Provider’s ACH transfer agreement), on or before the due date set forth in the Order Form (or, if such due date does not fall on a business day, on the next succeeding business day). If Customer fails to make any payment when due, without limiting Provider's other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all costs incurred by Provider in collecting any late payments or interest, including attorneys’fees, court costs, and collection agency fees; and (iii) if such failure continues for five (5) days or more (without limiting Provider’s rights under Section 4.2), Provider may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full. Payment of any late charge does not excuse Customer from any default under this Agreement. 4. Term and Termination. 4.1 Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for the initial term set forth on the Order Form (the “Initial Term”). This Agreement will automatically renew for additional successive renewal terms as set forth on the Order Form (each a “Renewal Term” and together with the Initial Term, the “Term”) unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. 4.2 Termination. In addition to any other express termination right set forth in this Agreement: (a) Provider may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than five (5) days after Provider’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 2.2 or Section 5; (b) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or (c) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 4.3 Effect of Expiration or Termination. (a) Upon expiration or earlier termination of this Agreement, Customer shall (i) immediately discontinue use of the Provider IP and, without limiting Customer’s obligations under Section 5, Customer shall delete, destroy, or return all copies of the Provider IP in Customer’s possession (other than Provider IP contained in the Units) and certify in writing to the Provider that the Provider IP has been deleted or destroyed, and (ii) return the Units in accordance with Section 4.3(b). (b) Customer shall, at its sole expense and risk, no later than the expiration of the Term or termination of this Agreement with respect to any Unit (and except as set forth in Section 12.3, return such Unit to a location that shall be designated by Provider in its sole discretion. Customer shall cause any Unit returned under this Agreement to be in at least as good condition as when delivered to Customer, ordinary wear and tear excepted, including, without limitation, the removal of any marks that Customer is permitted to apply to the Unit under Section 11.1, complete with all parts, and in compliance with applicable law. The condition of all parts on the return of any Unit shall be at least as good as when the Unit delivered to Customer. Any repairs to such parts necessary on return to restore them to a condition as good as when such Unit delivered, and any replacement of such parts required on return by their unfitness for use or damage beyond repair, shall be at Customer’s sole expense. If by the expiration of the Term or the earlier termination of this Agreement with respect to any Unit, Customer does not return such Unit to Provider in the condition required by and otherwise in accordance with the terms and conditions of this Agreement, Customer shall continue to comply with all the terms and conditions of this Agreement with respect to such Unit, including without limitation the obligation to pay 1 10% of the prorated daily Fees for each day from the applicable expiration date or termination date until the date on which Customer returns such Unit to Provider in the manner required under this Agreement (“Holdover Rent”). Nothing contained in this Section 4.3(b), including Customer’s payment of Holdover Rent, shall (a) constitute a waiver of Customer’s failure to perform any obligation under this Agreement; or (b) give Customer the right to retain possession of any Unit after the expiration of the Term or termination of this Agreement for such Unit (as applicable). (c) No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. 4.4 Survival. This Section 4 and Sections 3, 5, 6, 7, 8, 9, 15 and 17 shall survive any termination or expiration of this Agreement. Further, all covenants and agreements of Customer contained herein, including without limitation Customer’s obligations under Section 15, survive indefinitely or for the period explicitly specified therein. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement. 5. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third -party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the tim e of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third pa rty; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential I nformation for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the lim ited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or d estroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the expiration of the Term; provided, however, with respect to any Confidential Information that constitutes a trade secret (as d etermined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 6. Intellectual Property Ownership; Feedback. 6.1 Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title and interest, including all intellectual property rights, in and to the Provider IP. 6.2 Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the information, data and other content, in any form or medium, that is submitted, posted or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services, other than Aggregated Statistics (collectively, the “Customer Data”). Customer hereby grants to Provider a non-exclusive, royaltyfree, worldwide license to reproduce, distribute and otherwise use and display the Customer Data and perform all acts with re spect to the Customer Data as may be necessary for Provider to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify and otherwise use and display Customer Data incorporated within the Aggregated Statistics. 6.3 Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions or the like (“Feedback”), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title and interest in, and Provider is free to use, without any attribution or compensation to any party, any idea s, knowhow, concepts, techniques or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback. 7. WARRANTY DISCLAIMER. FROM SAAS AGREEMENT: THE PROVIDER IP AND THE UNITS ARE PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, THE UNITS OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 8. LIMITATIONS OF LIABILITY. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED ONE (1) TIMES THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $5,000, WHICHEVER IS LESS. 9. Customer’s Representations. Customerrepresents and warrants for the benefit of Providerthat the statements in this Section 9 are true and correct as of the date hereof. 9.1 Customer is an entity duly organized, validly existing, in good standing, and duly licensed and qualified to do business under applicable law. 9.2 Customer has full corporate power and authority to enter into this Agreement, carry out its obligations hereunder, and consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Customer, and constitutes a legal, valid and binding obligation of Customer enforceable against Customer in accordance with its terms. 9.3 The execution, delivery and performance by Customer of this Agreement will not require the consent of any party, result in any lien on any Unit, or conflict with the organizational documents of Customer, any provision of applicable law, or any instrument by which Customer is bound. 9.4 There are no actions pending or threatened against or by Customer challenging the transactions contemplated by this Agreement and no circumstances exist that may give rise to such an action. 9.5 If requested by Provider, Customer has provided Provider with insurance certificates accurately evidencing that the insurance coverage required under Section 13 hereof is in effect. 10. Customer’s Covenants. Customer shall comply with the covenants in this Section 10. 10.1 Customer shall comply with all applicable law. 10.2 Customer shall maintain in full force and effect all permits required to continue conducting its business and to lease and use each Unit in the manner contemplated under this Agreement. 10.3 Customershall pay, and indemnify and hold Provider harmless from, all assessments, license fees, and sales, use, property, excise and other taxes and charges (other than gross or net income taxes) arising out of or in connection with this Agreement, the consummation of the transactions contemplated herein, or the shipment, possession, ownership, use, delivery or operation of any Unit. 10.4 Customer shall keep the Units free and clear of all liens. 10.5 Customer shall not enter into any sublease of any Unit without Provider’s prior written consent, which consent may be withheld in Provider’s sole discretion. No permitted sublease shall relieve Customer of its obligations under this Agreement. 11. Customer’s Use of Equipment. 11.1 No marking of any kind shall be placed on any Unit by Customer except with the prior written consent of Provider. Any such marking placed on a Unit by Customer shall be removed at Customer’s expense on or before the expiration or earlier termination of the Term for such Unit. Customershall, at Customer’s expense and to Provider’s satisfaction, place and maintain on each Unit any identifying marks required by Provider. 11.2 Customer may not move any Unit from its location without Provider’s prior written consent. 11.3 The Parties intend that each Unit shall remain at all times personal property and not a fixture under applicable law, even if the Unit, or any part thereof, may be or become affixed or attached to real property or any improvements. 11.4 Customer shall operate each Unit exclusively to access the Services in connection with its business. Customer shall not operate or permit the operation of any Unit in an unsafe or improper manner. 11.5 Customer, at its own expense, shall maintain all records, logs and other materials related to the Units (“Records”) using practices and with a degree of care, comprehensiveness and accuracy consistent with industry practice, but in no event less than reasonable practices and a reasonable degree of care, comprehensiveness and accuracy, and as required by applicable law, and promptly furnish to Provider such Records as may be requested by Provider for any purpose. 11.6 Provider’s employees and agents shall have the right of access to Customer’s premises to inspect the Units and Customer’s Records on reasonable notice and during regular business hours. 12. Maintenance; Repairs; Loss. 12.1 Customer shall (subject to Provider’s right to service and repair the Units at Customer’s expense pursuant to Section 12.4 or replace a Unit pursuant to 12.3), at its sole expense and consistent with standard industry practice for similar equipment, Customer’s maintenance practices for its other similar equipment and applicable insurance requirements, maintain, service and repair each Unit and keep each Unit in compliance with Provider’s and any vendor’s or manufacturer’s specifications and applicable law, in serviceable and operable condition, free of broken, damaged or missing parts, suitable for the commerc ial use originally intended, ordinary wear and tear excepted. 12.2 From the Commencement Date through the expiration or earlier termination of the Term hereunder as to any Unit, Customer shall bear all risk of loss, damage, destruction, theft, taking, confiscation or requisition, partial or complete, of or to such Unit or its use, however caused or occasioned (“Loss”). Customer shall notify Provider in writing within ten (10) days of learning of any such Loss. Upon receipt of notice of a Loss, Provider may, in its sole discretion, elect, at Customer’s expense, to provide a replacement Unit or part(s) or otherwise repair the Unit in accordance with Section 12.3 or Section 12.4, as applicable. 12.3 If Provider determines, in its sole discretion, that a Loss has materially impaired the Unit affected or its use, Customer shall pay, on Provider’s demand (“Loss Payment Date”), all rent and other amounts due prior to the Loss Payment Date with respect to such Unit, plus the Stipulated Loss Value (as defined herein) of the Unit (collectively, “Loss Payment”). At Provider’s election, upon receipt by Provider of the Loss Payment, Provider may provide one or more replacement Units affected by the Loss; provided, however, that if Provider does not elect to provide such a replacement, this Agreement shall terminate with respect to any materially impaired Unit on receipt by Provider of the corresponding Loss Payment. If Provider determines in its sole discretion that a Loss has not materially impaired the Unit affected or its use, this Agreement shall continue with respect to such Unit as though no Loss had occurred; and Provider, to the extent it so elects pursuant to Section 12.4, or, otherwise, Customer, shall, at Customer’ssole expense, promptly repair or cause to be repaired such Unit to the condition in which such Unit is required to be maintained hereunder, to the reasonable satisfaction of Provider. For the avoidance of doubt, there shall be no abatement of rent or rent credit for any period in which a Unit is in a shop or otherwise out of operation in connection with any maintenance, repairs or mandatory modifications under this Section 12. The “Stipulated Loss Values” for the Units are as set forth in the attached the Order Form, subject to periodic increase following the Initial Term in Provider’s sole discretion to account for cost increases over the Term. 12.4 In the event of a Loss which, in Provider’s sole discretion, may be cured by repair to any Unit, and in the event Provider does not elect to provide a replacement for or repair of the Unit, Customer shall, at Customer’s sole expense, promptly repair, or cause to be repaired, such Unit or part(s) of such Unit requiring repair (as applicable) such that, thereafter, such Unit is in as good an operating condition as, and ha s a value, remaining useful life and utility at least equal to the value, remaining useful life and utility of the Unit before the repair (assuming such Unit to have been in the condition required by the terms of this Agreement). In the event Customer is permitted by Provider pursuant to this Section 12.4 to secure its own repair of any Unit or part(s) thereof, (i) such replacement part(s) shall be authentic part(s) secured from the same manufacturer as the original Unit (for example, if a lost, stolen or damaged Unit is an Apple iPad, any replacement partsshall be authentic Apple products of the same or better generation and quality), and (ii) all maintenance, service and repair of any Unit or any part thereof shall be performed to a standard and quality, and with parts, which are equal to or better than the standard, quality and/or parts (as applicable) of the Unit(s) or part(s) being maintained, serviced or repaired. 12.5 Customer, at its sole expense, shall promptly make any and all alterations, modifications and updatesto any Unit, including, without limitation, the replacement or addition of, or update to, any component or software that is required or supplied by the Provider or the manufacturer or necessary to comply with applicable law. 12.6 If Customer incorporates or installs any part in or attaches any part to a Unit, including without limitation any replacement or addition under Section 12.2 or Section 12.5, then immediately upon any part becoming incorporated or installed in or attached to the Unit, without further act or any cost to Provider, such part is deemed part of the Unit to the same extent as though originally incorporated or installed in or attached to the Unit, title to such part vests in Provider, and such part becomes subject to this Agreement. Customer shall cause all parts to be free and clear of any lien. 13. Insurance. 13.1 From the Commencement Date through the expiration or earlier termination of the Term hereunder, Customer, at its sole expense, shall provide and maintain (a) commercial general liability insurance (“Liability Insurance”) in amounts ordinarily procured by prudent persons who operate similar businesses and (b) insurance for each Unit against loss, theft and damage (“Property Insurance”, and together with the “Liability Insurance, the “Insurance”) in an insured amount at least the greater of the Stipulated Loss Value or full replacement value of such Unit and in a form, and with companies, reasonably satisfactory to Provider. If requested by Provider, Customer shall name Provider (or shall cause Provider to be named) as loss payee for the Liability Insurance and/or Property Insurance. Deductibles, if any, shall be the responsibility of Customer. Customer shall promptly provide Provider with insurance certificates evidencing that the insurance coverage required under this Agreement is in effect as Provider may request from time to time. 13.2 If Provider receives any proceeds as loss payee of the Insurance, or under any condemnation proceeding related to the Units, it shall, if received pursuant to a Loss that has materially impaired a Unit under Section 12.3, credit such proceeds against Customer’s obligation to make Loss Payments to Provider under Section 12.3 or, if no such amounts are then due and outstanding, remit such proceeds to Customer; or, if received pursuant to a Loss that has not materially impaired a Unit under Section 12.3, remit the proceeds to Customer. If Customer is in default under this Agreement, or an Event of Default (as hereinafter defined) has occurred and is continuing, Provider may hold any such proceeds as security for the obligations of Customer under this Agreement and apply such amounts in its sole discretion against Customer’s obligations hereunder. 13.3 If Customer receives any proceeds under the Property Insurance, or under any condemnation proceeding related to the Units, unless received with respect to a Loss that has not materially impaired a Unit as set forth in Section 12.3, Customer shall promptly forward such amounts to Provider to be applied by Provider under Section 13.2. If Customeris in default under this Agreement, or an Event of Default (as hereinafter defined) has occurred and is continuing, and Customer receives any proceeds under the Insurance or under any condemnation proceeding related to the Units (regardless of whether a Unit is materially impaired), it shall forward such amounts to Provider as security for the obligations of Customer under this Agreement to be applied by Provider in its sole discretion against Customer’s obligations hereunder. 14. Default. 14.1 Each of the following events is an “Event of Default” under this Agreement: (a) Customerfails to pay any rent or any other amount under this Agreement when due; (b) Customer defaults in the observance or performance of any other term, covenant, or condition of this Agreement, on Customer’s part to be observed or performed, and Customer fails to remedy such default within five(5) days after notice by Provider to Customer of such default; (c) Customer’s interest or any portion thereof in this Agreement devolves on or passes to any other party, whether by operation of law or otherwise; (d) Customer (i) becomes insolvent, (ii) is generally unable to pay, or fails to pay, its debts as they become due, (iii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy, (iv) makes or seeks to make a general assignment for the benef it of its creditors, or (v) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business; (d) subject to Section 17.7, Customer sells, transfers or disposes of all or substantially all of its assets or the property of its business, or merges or consolidates with any other entity; or (e) any representation contained in Section 14 is untrue as and when made. 14.2 If an Event of Default occurs and is continuing Provider may, in its sole discretion, exercise one or more of the following remedies: (a) declare this Agreement in default; (b) terminate this Agreement in whole or in part; (c) take possession of, or render unusable, any Unit wherever it may be located, without demand or notice, without any court order or other process of law, and without liability to Customerfor any damages occasioned by such action; (d) require Customerto deliver any Unit in the condition required under this Agreement to a location designated by Provider and, for each day that Customerfails to return any Unit, Provider may demand an amount equal to the rent for such Unit, prorated on the basis of a thirty -day month, in effect immediately prior to such Event of Default; (e) proceed by court action to enforce performance by Customer of this Agreement and/or to recover all damages and expenses incurred by Provider by reason of any Event of Default; (f) sell any or all of the Units at public or private sale, with or without notice to Customer or advertisement, or otherwise dispose of, hold, use, operate, lease to others, or keep idle such Units, and without any duty to account to Customer for such action or inaction or for any proceeds with respect thereto, and apply the net proceeds thereof (after deducting all expenses, including legal fees and costs, incurred in connection therewith) to the amounts owed to Provider under this Agreement, provided, however, that Customer shall remain liable to Provider for any deficiency that remains after any sale or lease of such Units; and (g) exercise any other right or remedy available to Provider at law, in equity, by statute, in any other agreement between the Parties, or otherwise. 15. Indemnity. 15.1 Customer shall indemnify, defend and hold harmless Provider, its successors and assigns, and its affiliates and their successors and assigns and the respective directors, officers, managers, members, employees, consultants, financial adv isors, counsel, accountants and other agents of Provider, its successors and assigns, Provider’s affiliates, and their successors and assigns (collectively, “Indemnitees”) against any and all losses, injury, death, damages, liabilities, claims, deficiencies, actions, judgmen ts, interest, awards, penalties, fines, costs or expenses of whatsoever kind and nature, including attorneys’ fees and the cost of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers incurred by Indemnitees (collectively, “Claims”) relating to, arising out of, or in connection with the transactions contemplated by this Agreement, including without limitation: (a) the selection, design, manufacture, delivery, purchase, acceptance or rejection of any Unit or the ownership of any Unit; (b) the lease, possession, maintenance, use, condition, repair, return, disposition, operation, storage or transportation of any Unit, any parts, or any modifications thereto (including, without limitation, latent and other defects, whether or not discoverable by Provider or Customer); (c) any inaccuracy in or breach of any of the representations of Customer contained in this Agreement; (d) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Customer pursuant to this Agreement; (e) any assertion of the infringement of patent, trade secret, trademark, copyright or other intellectual property rights of third parties; and (f) Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Provider or authorized by Provider in writing; or (iv) modifications to the Services not made by Provider 15.2 Customer may not settle any Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any third-party Claim or to participate in the defense thereof by counsel of its own choice. 16. Provider’s Performance of Customer’s Obligations. If Customer is in default or an Event of Default has occurred and is continuing, Provider may, in its sole discretion, make any payment or perform any obligation on behalf of Customer or take any action that Provider in Provider’s sole discretion deems necessary to maintain and preserve any or all Units and Provider’s interests therein. Provider’s payment, performance of such obligation, or taking of such action shall not be a waiver by Provider of any default or Event of Default or a release of Customer by Provider. Customer shall pay immediately on demand to Provider all sums so paid by Provider and any expenses (including legal fees and costs) incurred by Provider in connection with Provider’s payment, performance of such obligation, or taking of such action. 17. Miscellaneous. 17.1 Notice. Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) in writing and addressed to the other Party at its address set forth on the Order Form (with respect to Customer) or in the preamble hereto (with respect to Provider) (or to such other address as the receiving Party may designate from time to time in accordance with this Section 17.1). Each Party shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section 17.1. 17.2 Interpretation. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. The official language of this Agreement shall be English. 17.3 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement or invalidate o r render unenforceable such term or provision in any other jurisdiction. 17.4 Entire Agreement. This Agreement, together with the Order Form and all related exhibits and schedules hereto and thereto, constitutes the sole and entire agreement of the Parties hereto with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Notwithstanding anything herein to the contrary, a ll references herein to this “Agreement” shall include the Order Form and all related exhibits and schedules hereto and thereto. 17.5 Amendment; Waiver. No amendment to, or rescission, termination, or discharge of this Agreement is effective unless it is in writing and signed by each Party to this Agreement. No waiver under this Agreement is effective unless it is in writing and signed by the Party waiving its right. Any waiver authorized on one occasion is effective only in that instance a nd only for the purpose stated and does not operate as a waiver on any future occasion. Neither any failure or delay in exercising any right, remedy, power or privilege, or in enforcing any condition under this Agreement, nor any act, omission or course of dealing between the Parties constitutes a waiver or estoppel with respect to any right, remedy, power, privilege or condition arising from th is Agreement. 17.6 Remedies. All rights and remedies of Provider provided in this Agreement are cumulative and not exclusive, and the exercise by Provider of any right or remedy does not preclude the exercise by Provider of any other rights or remedies that may now or subsequently be available to Provider at law, in equity, by statute, in any other agreement between the Parties, or otherwise. Customer acknowledges that a breach or threatened breach by Customer of any of its obligations under this Agreement would give rise to irreparable harm to Provider for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by Customer of any such obligations, Provider will, in addition to any and all other rights and remedies that may be available to Provider in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond). 17.7 Assignment. Customer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section 17.7 is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement. 17.8 Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties hereto and their respective successors and permitted assigns. 17.9 No Third Party Beneficiaries. Subject to the final sentence of this Section 17.9, this Agreement benefits solely the Parties and their respective successors and permitted assigns and nothing in this Agreement, express or implied, confers on a ny other party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason hereof. The Parties hereby designate the Indemnitees other than Provider as third-party beneficiaries of Section 15, having the right to enforce Section 15. 17.10 Governing Law. This Agreement and all exhibits and schedules attached hereto, and all matters arising out of or relating hereto, whether sounding in contract, tort or statute, are governed by, and construed in accordance with, the laws o f the State of Delaware, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. 17.11 Jurisdiction. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement or any exhibits or schedules attached hereto, or any contemplated transaction, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than United States District Court for the District of Delaware or, if such court does not have subject matter jurisdiction, the courts of the State of Delaware sitting in New Castle County, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in such courts. Each Party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 17.12 JURY TRIAL WAIVER. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT OR ANY EXHIBITS OR SCHEDULES ATTACHED HERETO IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY EXHIBITS OR SCHEDULES ATTACHED HERETO, OR THE TRANSACTIONS CONTEMPLATED HEREBY. 17.13 Independent Counsel; No Presumption. Each of the Parties hereto acknowledges carefully reading this Agreement and understands its contents and consequences, has been advised of its right to consult with independent legal counsel, has b een given the opportunity to consult with independent lega l counsel and has either done so prior to signing this Agreement or voluntarily elected not to do so, has had sufficient time to review this Agreement, and is signing this Agreement knowingly a nd voluntarily, without any coercion or duress. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. 17.14 Export Laws. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US. 17.15 Force Majeure. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Provider hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, la w, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) na tional or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or su itable materials; and (i) other similar events beyond the control of the Impacted Party. The Impacted Party shall give notice as soon as reasonably practicable of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use commercially reasonable efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. 17.16 Further Assurances. Customer agrees to execute, acknowledge, deliver, file and record, or cause to be executed, acknowledged, delivered, filed and recorded, such further documents or other papers and to do all such things and acts as Provider may request in furtherance of the provisions and purposes of this Agreement and the transactions contemplated hereby. 17.17 Counterparts; Electronic Signatures. This Agreement, including the Order Form, may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement, including the Order Form, delivered by email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 17.18 Language (IDIOMA). Each Party further acknowledges that the official language of this Agreement is English and such Party understands English or has had the opportunity to consult with independent counsel and/or its other advisors to fu lly understand this Agreement in such Party’s native language. CADA PARTE RECONOCE ADEMÁS QUE EL IDIOMA OFICIAL DE ESTE ACUERDO ES EL INGLÉS Y QUE DICHA PARTE ENTIENDE INGLÉS O HA TENIDO LA OPORTUNIDAD DE CONSULTAR CON UN ABOGADO INDEPENDIENTE Y/O SUS OTROS ASESORES PARA COMPRENDER COMPLETAMENTE ESTE ACUERDO EN EL IDIOMA NATIVO DE DICHA PARTE.

These terms of use are entered into by and between You and Eatsy Orders, Corp. (“Company“, “we” or “us“). The following terms and conditions (these “Terms of Use“), govern your access to and use of the Eatsy-Orders website (the “Website”) and any Eatsy-Orders™ mobile applications (each, an “App”), including any content, functionality and services offered on or through the Eatsy-Orders Website or a Eatsy-Orders App and under Company’s digital control (the Website, Apps, and such additional content, functions, and services are, collectively, termed the “Service”). Please read the Terms of Use carefully before you start to use the Service. By using the Service, or by downloading an App and clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Service. This Service is offered and available to users who are 13 years of age or older. By using this Service, you represent and warrant that you are of legal age to form a binding contract with the Company or possess the legal consent of your parent or guardian to access and use the Service, and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Service.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Service thereafter. Your continued use of the Service following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. Accessing the Service and Account Security We reserve the right to withdraw or amend this Service, and any aspect of the Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, or the entire Service, to users, including registered users. You are responsible for: Making all arrangements necessary for you to have access to the Service. Ensuring that all persons who access the Service through your internet connection or devices are aware of these Terms of Use and comply with them. To access the Service or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Service that all the information you provide on the Service is correct, current and complete. You agree that all information you provide to register with this Service or otherwise, including but not limited to through the use of any interactive features on the Service, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. To access the Service or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Service that all the information you provide on the Service is correct, current and complete. You agree that all information you provide to register with this Service or otherwise, including but not limited to through the use of any interactive features on the Service, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Service or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Unless otherwise indicated, the Site and all source code, databases, functionality, inventions, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be used, copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. No right, title, or interest in or to the Site or any Content contained therein is transferred to you, and all rights not expressly granted herein are expressly reserved by Eatsy Orders Corp. Provided that you are eligible to use the Site, you are granted a limited, personal, non-commercial, non-transferable, non-sublicensable, revocable, non-exclusive license to access and use the Site in object-code form for its intended purpose. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks. If you violate any of the foregoing restrictions, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of materials you have made.

Unless otherwise indicated, the Site and all source code, databases, functionality, inventions, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be used, copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. No right, title, or interest in or to the Site or any Content contained therein is transferred to you, and all rights not expressly granted herein are expressly reserved by Eatsy Orders Corp. Provided that you are eligible to use the Site, you are granted a limited, personal, non-commercial, non-transferable, non-sublicensable, revocable, non-exclusive license to access and use the Site in object-code form for its intended purpose. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks. We make every effort to display as accurately as possible the colors, features, specifications, and details of the products available for sale on the Site from time to time (the “Products”). However, we do not guarantee that the colors, features, specifications, and details of the Products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the Products. All Products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any Products at any time for any reason. Prices for all Products are subject to change. Eatsy Orders Corp warrants that the Products will substantially function in conformance with their written specifications, except where any non-conformance arises from (a) ordinary wear-and-tear, or (b) your failure to comply with these Terms (the “Limited Warranty”). This Limited Warranty will go into effect with respect to any Product as of the date such Product is purchased and up until: (a) the date that is twenty-four (24) months after the date such Product is purchased, (b) your breach or violation of any obligation or restriction under these Terms, or (c) your disassembly or modification of any Product without Eatsy Orders Corp prior written consent (the “Warranty Period”). The Limited Warranty excludes damage resulting from abuse, accident, modifications, unauthorized repairs, or other causes that are not defects in materials and workmanship. If a defect arises during the Warranty Period, Eatsy Orders Corp, at its option, will (a) repair the product at no additional charge to you, (b) exchange the Product with a new Product or with a used Product of equivalent functionality, or (c) refund the original purchase price. To the fullest extent permitted by law, the foregoing constitute your sole remedies in connection with any breach or violation of the Limited Warranty. Eatsy Orders Corp does not warrant, represent or undertake that it will be able to repair or replace any Product under the Limited Warranty without risk to or loss of information or data stored in connection with the Product. In no event shall Eatsy Orders Corp be liable for loss or damage caused by factors beyond Eatsy Orders Corp reasonable control. To obtain warranty service, contact Eatsy Orders Corp at support@eatsyorders.com at any time during the Warranty Period. Proof of purchase may be required to verify eligibility. All claims made under the Limited Warranty will be governed by the terms set out in this Section.

The Company name, the terms Eatsy-Orders, Eatsy Orders he Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Service are the trademarks of their respective owners. You may use the Service only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Service: In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise. To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use. To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation. To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing). To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm the Company or users of the Service or expose them to liability. Additionally, you agree not to: Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service. Use any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any of the material on the Service. Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent. Use any device, software or routine that interferes with the proper working of the Service. Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful. Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service or any server, computer or database connected to the Service. Attack the Service via a denial-of-service attack or a distributed denial-of-service attack. Otherwise attempt to interfere with the proper working of the Service.

The Service may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and other interactive features (collectively, “Interactive Services“) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post“) content or materials (collectively, “User Contributions“) on or through the Service. All User Contributions must comply with the Content Standards set out in these Terms of Use. Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Service, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material according to your account settings. You represent and warrant that: You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns. All of your User Contributions do and will comply with these Terms of Use. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Service.

We have the right to: Remove or refuse to post any User Contributions for any or no reason in our sole discretion. Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public or could create liability for the Company. Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service. Terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms of Use. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Service. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. However, we do not undertake to review all material before it is posted on the Service, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not: Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age. Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy. Be likely to deceive any person. Promote any illegal activity, or advocate, promote or assist any unlawful act. Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person. Impersonate any person, or misrepresent your identity or affiliation with any person or organization. Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising. Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

When you log in, we will collect the information you have made publicly available through creation of your Eatsy Orders account and/or made publicly available by your other “Social Networks” (i.e., any social networking site or app, such as Facebook, Twitter, Instagram, Snapchat, Pinterest, Google, etc. for which you have an account), or have otherwise authorized your Social Networks to share with third-party applications like ours, such as your name, profile picture, friends, email address, location, education, and employment information (collectively, “Social Content”). You agree that we may use your Social Content to populate your user profile on the Service and/or to suggest prospective user connections to you. Company claims no ownership or control over your Social Content. You, or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of your Social Content. By using the Service, you grant to Company a worldwide, non-exclusive, royalty-free, transferable license to use, modify, remove, publish, transmit, or display your Social Content in order to facilitate the display of your Social Content to you and other users. Further, you agree that Company can post content or otherwise provide information to your other Social Networks. You represent and warrant that: i) you own your Social Content or otherwise have the right to grant the license above, ii) the use of your Social Content on or through the Service does not violate any rights of any other person, and iii) the posting of your Social Content on the Service does not result in the breach of contract between you and any third party.

If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers. Reliance on Information Posted. The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Service, or by anyone who may be informed of any of its contents. This Service includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

We may update the content on this Service from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Service may be out of date at any given time, and we are under no obligation to update such material.

All information we collect on this Service is subject to our Privacy Policy. By using the Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

You may link to our homepage, 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 without our express written consent. This Service may provide certain social media features that enable you to: Link from your own or certain third-party websites to certain content on this Service. Send e-mails or other communications with certain content, or links to certain content, on this Service. Cause limited portions of content on this Service to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not take any action with respect to the materials on this Service that is inconsistent with any other provision of these Terms of Use.

If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. 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. If you decide to access any of the third party websites linked to this Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

The owner of the Service is based in the state of New York in the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you are responsible for checking and ensuring that your use of the Services is legal in your country of residence.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Service will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

All matters relating to the Service and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). To the fullest extent as allowed by law, any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York and County of Queens. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

At Company’s sole discretion, it may require You to submit any disputes arising from the use of these Terms of Use or the Service, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Eatsy Orders, Corp. with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Service.

This Service is operated by Eatsy Orders, Corp. New York City. All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set forth therein. All other feedback, comments, requests for technical support and other communications relating to the Service should be directed to: support@eatsyorders.com