Terms and Conditions
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Z ORDER End-User License Agreement
Last Updated: May 17 2024
This End-User License Agreement (Agreement) is between the business or individual accepting this Agreement (this business or individual being you) and Z ORDER (App Provider). This Agreement is solely between you and App Provider, and governs your use of App Provider's software application and the corresponding services it provides (together, along with the associated documentation, proprietary, or intellectual property: the App). Z ORDER is not affiliated with Clover or any of its subsidiaries, and Clover does not provide, endorse, or assume any responsibility for the App. By downloading, installing, or using the App, you acknowledge that Z ORDER is the sole provider of the App and responsible for its maintenance and support. Review this Agreement completely. You agree to be bound by the terms of this Agreement when you click "Accept" or otherwise download, install, copy, or use the App, and must accept this Agreement before doing so. If you do not agree to the terms of this Agreement, you must click "Decline" and must not download, install, copy or use the App.
1. The App
1.1 The App will provide you with the ability to: import menu created on Clover POS to Z ORDER system in order to display it on a tablet PC menu placed on every table in a restaurant. Then guests can order items on the tablet menu without getting server’s help. The order is automatically integrated to Clover POS and being printed on kitchen printer(s).
1.2 App Provider grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) of this Agreement to use the App solely for your internal business purposes. You will not otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the App. This license does not grant you any rights to App Provider's (or any other third party's) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with the App. App Provider reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to the App that are not specifically granted to you under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated with use of the App.
1.3 The App may update automatically from time-to-time, and you may be required to accept these updates to continue using the App. App Provider may perform maintenance on the App, which may result in service interruptions or delays from time-to-time. App Provider may not support older versions of the App. You are solely responsible for obtaining all equipment and services (for example, Internet connectivity) necessary to access and use the App.
2. Fees
This End User License Agreement (EULA) grants the User a non-exclusive, non-transferable, revocable license to use Z Order App (the "App") free of charge for commercial purposes. The App Provider reserves the right to introduce fees for certain features or services in the future, providing reasonable notice to the User. The Company may modify, suspend, or discontinue the App at any time without liability. By using the App, the User agrees to these terms.
3. Term
This Agreement commences when you accept or otherwise download, install, copy, or use the App; and will continue month-to-month until terminated (this period of time is the Agreement's Term).
4. Suspension and Termination
4.1 App Provider may promptly suspend or terminate your use of the App if (1) you violate this Agreement's terms; (2) App Provider believes your use of the App may damage its reputation or intellectual property rights; (3) App Provider suspends or terminates its agreement(s) with any third party involved in providing the App; (4) you exceed normal and reasonable usage for the App; (5) you experience a bankruptcy or insolvency event; or (6) you are using the App for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct with respect to use of the App.
4.2 You may terminate this Agreement at any time and for any reason (without cause) by providing notice to App Provider. Your termination will be effective at the end of the then current month or billing period in which you give notice. You will not receive a refund for the billing period in which you terminate this Agreement.
5. Confidentiality, Data, and Ideas
5.1 Neither of us will disclose non-public information about the other's business; including, without limitation, the terms of this Agreement, technical specifications (whether related to the App or otherwise), customer lists, or information relating to a party's operational, strategic, or financial matters (together, Confidential Information). Confidential Information does not include information that (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is independently developed without reliance on the discloser's Confidential Information; or (4) is received from a third party that is not obligated to keep it confidential. Each of us will implement and maintain reasonable safeguards to protect the other's Confidential Information.
5.2 Neither of us may disclose the other's Confidential Information except (1) to our respective directors, officers, employees, or representatives that need to know it in order to perform our obligations under this Agreement; (2) in response to a subpoena or court order; or (3) as required by applicable law, rule, or regulation.
5.3 App Provider may use data or information obtained through the App to provide its services, for research and development, or in aggregated and anonymized form to provide services generally; all subject to applicable Laws (defined below). Information App Provider collects about you or your consumers is subject to App Provider's privacy policy, which is accessible at https://www.zorder.net/?mode=privacy.
5.4 You may provide, or App Provider may invite you to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, you agree that (1) they are not Confidential Information; (2) they are not subject to any use or disclosure restrictions (express or implied); (3) you claim no rights in them; and (4) App Provider has no obligation to notify or compensate you in connection with their disclosure or use. You release App Provider from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.
6. Account
You will be required to register for an account with App Provider to use the App. You will provide us with accurate information when setting-up your account, and will maintain your account with current information. You will be responsible for establishing safeguards designed to prevent unauthorized access to, disclosure, use, or alteration of your account (safeguards may include, without limitation, user names, passwords, security questions and answers, or other credentials). You must notify App Provider if you discover a security breach involving your account or the App. You are responsible for any unauthorized access to, disclosure, use, or alteration of your account, the App, or other transaction information that arises through your systems or account. It is your responsibility to back-up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through your account or your use of the App (content may include, without limitation, transaction information, text, images, graphics, or photos).
7. Risk Allocation
7.1 The App is provided to you "as-is" and "as-available." You are solely responsible for determining if the App meets your needs. App Provider disclaims all warranties (express or implied) related to your account or the App; including, without limitation, warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. App Provider is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with your use of the App due to its interaction with other applications or their content.
7.2 You will indemnify App Provider, its directors, officers, employees, agents, subsidiaries, and affiliates against any third party claims for losses, damages, costs, or expenses (including reasonable attorneys' fees) (together, Losses) that result from your use or misuse of the App, or your breach of this Agreement. App Provider may assume the defense of any third party claims that you must indemnify it for (at your expense), and you will cooperate with the defense of these claims. You will not settle any third party claims involving more than the payment of money without App Provider's written consent.
7.3 To the extent permitted by applicable law, App Provider will not be liable to you for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages; regardless of whether these damages were foreseeable or either of us was advised they were possible.
7.4 App Provider's total, aggregate liability to you for all Losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will not exceed the amount of fees you've paid to App Provider during the 3 months prior to a Loss.
8. Communications
You authorized App Provider to communicate with you electronically or otherwise using the contact information you provide to it (e.g., without limitation, via your account, the Internet, email, text, or live agent or automated calls to your mobile or other phone, even if these numbers appear on a Do Not Call or other non-solicitation registry). You are responsible for any fees charged by you communications provider for phone, text, or email communications that App Provider sends to you.
9. Compliance with privacy laws
The App Provider makes the following additional commitments, representations, and warranties to Customer:
9.1 The App Provider will only process Customer Data and Personal Information on behalf of, and as Service Provider of, the Customer, and not collect, retain, use, or disclose that data for any purpose other than to perform the App Provider’s obligations under this Agreement, as permitted under CCPA and other applicable privacy and data protection laws (collectively, “Privacy Laws”). In no event will the App Provider “sell” (as defined by Privacy Laws) any such personal information.
9.2 The App Provider will not collect, use, retain, disclose, sell, or otherwise make Customer Data or Personal Information available for App Provider’s own commercial purposes or in a way that does not comply with the CCPA or other Privacy Laws.
9.3 App Provider will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the Services set forth in the Agreement or another compatible operational purpose.
10. Data subject rights - assistance with requests
10.1 App Provider will reasonably cooperate and assist Customer with meeting Customer's CCPA and Privacy Law compliance obligations and respond to CCPA-related inquiries, including responding to verifiable consumer requests, taking into account, the nature of App Provider's processing, and the information available to App Provider. App Provider will make available to Customer, in a manner consistent with the functionality of the Service and App Provider’s role as a Service Provider of Personal Information of data subjects, the ability to fulfill data subject requests to exercise their rights under Privacy Laws.
10.2 If App Provider receives a request from Customer’s data subject to exercise one or more of its rights under Privacy Laws in connection with the Services, App Provider will redirect the data subject to make its request directly to Customer. Customer will be responsible for responding to any such request including, where possible, by using the functionality of the Services. App Provider shall comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request.
10.3 App Provider must notify the Customer immediately if it receives any complaint, notice, or communication that directly or indirectly relates either party's compliance with Privacy Laws relating to provisioning of the Services.
11. General
11.1 You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you.
11.2 App Provider may modify this Agreement from time-to-time and will provide you with notice when these modifications occur (notification may be through the App, email, a website, changes to the date shown at the top of this Agreement, or other electronic means). Your continued use of the App indicates your acceptance of any modifications to this Agreement. You must stop using and uninstall the App if you do not agree to any modifications that are made to this Agreement.
11.3 Each of us will comply with the laws, rules, and regulations (together, Laws) that apply to our respective performance under this Agreement; including, without limitation, laws related to the collection and use of consumer information obtained via the App. You will follow the requirements of all user documentation provided for the App. You will not use your App to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scrips or other programs; or infringe third parties' intellectual property rights.
11.4 This Agreement is governed by California law, without regard to its conflicts or choice of law statutes. The courts in or for Los Angeles County, California are proper venue for any proceedings in connection with this Agreement. Both of us waive our rights to a trial by jury in connection with this Agreement.
11.5 This is the entire agreement between us, and supersedes any prior agreements related to its subject matter. Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed; and the remaining terms will continue in effect. App Provider is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them. We are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.
11.6 You may not assign this Agreement without App Provider's written consent, which assignment is voidable by the App Provider; however, App Provider may assign this Agreement without notice to you or your consent.
11.7 You may contact App Provider at: 3435 Wilshire Blvd., STE 1575, Los Angeles, CA, 90010 / Mobile 1 : 213-352-3491 / Mobile 2 : 858-568-2354 / Email : info@zorder.net.