Additional Terms
These Additional Terms apply to any order for Additional Products and Services requested by Restaurant. Capitalized terms not defined in these Additional Terms are as defined in the Agreement.
1. TERMS SPECIFIC TO WEBSITE DESIGN AND DEVELOPMENT SERVICES.
1.1. ChowNow and/or its third-party service providers shall purchase the domain(s) selected by Restaurant (subject to availability) and design and develop the website (the “Website”) as agreed by the Parties, using the tools, templates, and methodologies of ChowNow and its third-party service providers (the “Tools and Templates”).
1.2. As between the Parties, Restaurant shall own all right, title, and interest in and to all Restaurant Content that is uploaded to the Website, and ChowNow (or its third-party service providers, as applicable) shall own all right, title, and interest in and to the Tools and Templates and the Website, excluding any Restaurant Content.
1.3. With respect to the Restaurant Content, Restaurant hereby grants ChowNow the rights and licenses set forth in Section 2.1 of the Agreement.
1.4. During any month that Restaurant pays ChowNow to host the Website (the “Hosting Term”), ChowNow or its third-party hosting providers shall host the Website. After the Hosting Term: (i) ChowNow and its hosting providers shall no longer host the Website; (ii) ChowNow shall transfer the domain to Restaurant; and (iii) Restaurant shall cease all use of the Website, although Restaurant may continue to use any Restaurant Content.
1.5. THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE, AND CHOWNOW AND ITS THIRD-PARTY SUPPLIERS, LICENSORS, AND SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER CHOWNOW NOR ITS THIRD-PARTY SUPPLIERS, LICENSORS, OR SERVICE PROVIDERS MAKE ANY WARRANTY THAT THE WEBSITE WILL BE ERROR FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED.
2. TERMS SPECIFIC TO MARKETING SERVICES.
2.1. The Parties shall agree on the scope and timing of all marketing services, any deliverables to be created by ChowNow (the “Deliverables”), and the Fees, expenses, and Taxes associated therewith.
2.2. ChowNow shall retain all intellectual property rights in and to the Deliverables, including all copyrights and trademarks; provided, however: (i) upon the payment of all Fees, expenses, and Taxes due and owing for such Deliverable, ChowNow shall be deemed to have granted Restaurant a non-exclusive, irrevocable, world-wide, perpetual, fully paid-up, and royalty-free license to use, reproduce, distribute, create derivative works of, publicly perform, publicly display, modify, maintain, support, and otherwise exploit such Deliverable; (ii) if ChowNow creates a Deliverable solely, exclusively, and specifically for Restaurant, such as a logo, and ChowNow agrees in a writing that such Deliverable is to considered a “work-made-for-hire” within the meaning of the Copyright Act of 1976, as amended, Restaurant shall own all right, title, and interest in and to such Deliverable, including all intellectual property rights, upon Restaurant’s payment in full of all Fees, expenses, and Taxes due and owing for such Deliverable and such Deliverable shall be considered a “work-made-for-hire; and (iii) in the event (and to the extent) that any Deliverable described in subsection (ii) above does not constitute a “work-made-for-hire,” ChowNow assigns to Restaurant (upon Restaurant’s payment in full of all Fees, expenses, and Taxes due and owing for such Deliverable) all rights, title, and interest in and to such Deliverable, including all intellectual property rights.
2.3. ChowNow represents and warrants that it shall perform any marketing services in a professional and workmanlike manner.
3. TERMS SPECIFIC FOR ADDITIONAL PRODUCTS.
3.1. CHOWNOW, NOT BEING THE SUPPLIER OR MANUFACTURER OF THE ADDITIONAL PRODUCTS SOLD ON THE PLATFORM OR THE SUPPLIERS’ OR MANUFACTURERS’ AGENT, MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE WIRELESS PRINTERS OR SUCH OTHER ADDITIONAL PRODUCTS AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.
3.2. To the extent permissible under the applicable suppliers’ and/or manufacturers’ warranties, upon Restaurant’s complete payment of the Add-On Fees and Taxes in connection with a purchase for Wireless Printers and/or other Additional Products, ChowNow shall use commercially reasonable efforts to pass through such warranties to Restaurant and otherwise facilitate the resolution of any warranty issues between Restaurant and such third parties with respect to the Wireless Printers and/or other Additional Products.
3.3. To the extent Restaurant has opted to purchase and use the MenuSync product, a SinglePlatform syndication service (“MenuSync”), the SinglePlatform terms of service and privacy policy (collectively, the “SinglePlatform User Agreement”) are hereby incorporated into the Agreement and made a part hereof by this reference. The SinglePlatform User Agreement may be found at http://www.singleplatform.com/legal/ and https://www.endurance.com/privacy/privacy, and may be updated by SinglePlatform from time to time, and any such updated versions shall be binding on Restaurant upon their effective dates. ChowNow has no liability or obligations whatsoever to Restaurant or any third party arising out of Restaurant’s use of MenuSync. Restaurant shall indemnify, defend, and hold ChowNow, its Affiliates, and its and their respective officers, directors, employees, and agents harmless from and against any and all Losses incurred by any such party in connection with any third-party claim, action, or proceeding to the extent arising from or relating to Restaurant’s use of MenuSync or Restaurant’s violation or alleged violation of the SinglePlatform User Agreement.
4. TERMS SPECIFIC FOR POS INTEGRATIONS.
4.1. By utilizing the Third Party POS Integration, Restaurant agrees that Restaurant has reviewed and agreed to the terms of Restaurant’s agreement(s) with the applicable third party. (collectively, the “Third Party POS Agreement”) and understands that: (i) ChowNow is not a party to the Third Party POS Agreement; and (ii) ChowNow has no obligations or liability to Restaurant under the Third Party POS Agreement. If Restaurant has questions regarding the Square Agreement, it should contact the applicable third party.
4.2. Restaurant has the ability to opt into a middleware point-of-sale integration (each, a “Middleware POS Integration”). Currently, the ChowNow Middleware POS Integration service providers (each, a “MiddlewarePOS Integration Provider”) are set forth here: [hyperlink]. By utilizing any Middleware POS Integration, Restaurant agrees that Restaurant has reviewed and agreed to the terms of Restaurant’s agreement(s) with such Middleware POS Integration Provider (each, “Middleware Incorporated Terms”), which are hereby incorporated into this Agreement by reference and shall be binding upon Restaurant’s use of the applicable Middleware POS Integration, and which may be updated by the applicable Middleware POS Integration Provider from time to time without notice to Restaurant. A link to the Middleware Incorporated Terms are found here: [hyperlink]. ChowNow periodically adds new Middleware POS Integration Providers, and ChowNow reserves the right to update the list of Middleware POS Integration Providers from time to time, with or without notice to Restaurant. Restaurant is responsible for checking the link to the Middleware Incorporated Terms periodically for updates. Restaurant understands that: (i) ChowNow is not a party to any Middleware Incorporated Terms; and (ii) ChowNow has no obligations or liability to Restaurant under the Middleware Incorporated Terms. Accordingly, ChowNow shall have no liability to any party in connection with any transactions between Restaurant and Middleware POS Integration Providers.
5. PAYMENT.
Payment for all orders for Additional Products and Services is governed by Section 4 of the General Terms.
