1. Definitions

• "Agreement" means these Customer Terms of Service and all materials referred or linked to in here.
• "Communication Services" means third-party forums, online communities, blogs, personal web pages, calendars, and/or other social media communication facilities (such as Facebook, Twitter and Instagram) linked to or from the Subscription Service that enable you to communicate with the public or with a private group.
• "Confidential Information" means all information provided by you or us ("Discloser") to the other ("Receiver"), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.
• "Contact" means a single customer, prospect, lead, or other individual (other than a User) whose Contact Information is stored by you in the Subscription Service.
• "Contact Information" means the name, email address, phone number, online user name(s), and similar information submitted by visitors to your website on the Subscription Service or uploaded by you to the Subscription Service.
• "Add-On Services" means the professional services provided to you by us, which may include training services, implementation, design, development, or other consulting services.
• "Customer Data" means all information that you submit or collect via the Subscription Service.
• "Customer Materials" means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.
• "Restaurant Logic Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services, including marketing strategies.
• "Order Form" or "Order" means the Restaurant Logic-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Most Orders are completed through our online payment process. The purchase form may be referred to as a "Statement of Work" if you are purchasing only Consulting Services.
• "Sensitive Information" means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver's license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.
• "Site Visit" means interaction with your website by a single visitor in a single session.
• "Subscription Fee" means the amount you pay for the Subscription Service.
• "Subscription Service" means our web-based internet marketing, customer database, and website management software that you have subscribed to by an Order Form or that we otherwise make available to you, and developed, operated, and maintained by us, accessible via app.restaurant-logic.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you.
• "Subscription Term" means the Initial Subscription Term and all Renewal Subscription Terms.
• "Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-Restaurant Logic services available from 3^rd party companies.
• "Third-Party Sites" means third-party websites linked from within the Subscription Service, including Communications Services.
• "Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and
• "You", "your" or "Customer" means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable billing statement, online subscription process, Order Form or Statement of Work as the customer.

2. The Subscription Service

1. Access. During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement. We make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance or other unforeseen circumstances.
2. Limits. Limits may apply to the number of Contacts, Users, Time Spent By Company, Customer Locations, Text Messages, and Emails per month. Any limits will be specified in your Order Form and this Agreement.
3. Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Subscription Service that materially reduce the functionality of the Subscription Service provided to you during the Subscription Term. We might provide some or all elements of the Subscription Service through third party service providers.
4. Additional Features. You may subscribe to additional features of the Subscription Service by agreeing to a new Order Form.

3. Customer Support & Service Level Agreement

1. Purpose. The purpose of this Service Level Agreement (SLA) is to define the levels of service provided by Restaurant Logic to customers in support of the maintenance of their website, as well as the Restaurant Logic Dashboard. This agreement describes how user service requirements are understood and addressed. This creates a realistic service expectation level. This section:
   -Summarizes the services
   -Describes the support process
   -Defines customer and Restaurant Logic support team responsibilities
2. Support Hours. Restaurant Logic provides support during the times listed below:
   • Phone support for the subscription service is available 9AM – 5PM Est Time, Monday – Friday
   • Webform Support Questions are accepted 24 hours per day x 7 days per week
   • Webform responses are provided during phone support hours only
   • Exceptions may be made for closures due to holidays
   
3. Support Relationship. Restaurant Logic support staff is committed to the following:
   • Offering an open and constructive dialogue with customers
   • A commitment to and promotion of a customer service ethos
   • A proactive and empathetic approach to problem solving
4. Contact Information For the Restaurant Logic Support Desk. Customers can request information, support, or website changes from Restaurant Logic via the following methods:
   • In-App Support Form (available at the bottom right of each screen)
   • Email: help@restaurant-logic.com
   • Phone: 866-846-9353
   
5. Customer Responsibility. When contacting the Restaurant Logic support team please provide the following information:
   • Company name
   • Contact’s Name, Phone Number, and Email Address
   • Brief Description of the Problem
   
6. Restaurant Logic Support Team Responsibility and Resolution Time. When receiving a support call or email, the Support Team member will attempt to determine the nature of the problem, create a service ticket, and refer the query to the appropriate staff member(s) as necessary. All requests will be handled according to the priorities and response times statement below. If a customer’s request cannot be handled within the allotted timeframe, the customer will be notified. Estimated resolution times:
   Technical Instruction Requests: Response within 1 business day, resolution within 5 business days
   Known Problems: Response within 1 business day, resolution with 5 business days
   Account Issues: Response within 1 business day, resolution within 5 business days
   Website Outage: Response within 2 business hours, resolution within 1 business day
   Software Outage: Response within 2 business hours, resolution within 1 business day
   Website Change Request: Response within 1 business day, resolution within 5 business days
   Note:
   • Restaurant Logic will ensure that the resolution of a ticket is not unreasonably delayed, but cannot guarantee the timeliness of a ticket resolution.
   • Response times only apply to support tickets filed through the Restaurant Logic Online Support Form. You must be logged in to your user account when filing a ticket for these SLA terms to apply. Response times for emails, tweets, or other social network posts may differ, and are not part of this SLA.
   • For unresolved technical/downtime problems not including browser issues, issues with 3rd party network connectivity, or issues outside of Restaurant Logic’s control, 1/30th of the customer’s monthly fee will be refunded for each 24 hours of verifiable downtime.
   • Technical support is only provided to accounts in good standing with no current overdue fees.

4. Add-On Services

You may purchase Add-On Services through an Order Form or Statement of Work. Unless otherwise described in a Statement of Work or Order Form, the Consulting Services we provide are described at (need linkA) (or other URL we designate). Fees for these Add-On Services are in addition to your Subscription Fee. If you purchase Add-On Services that recur, they will be considered part of your subscription and will renew in accordance with the 'Renewal Subscription Term' section below. Unless otherwise agreed, all Add-On Services are performed remotely.

For Add-On Services performed on-site, you will reimburse us our reasonable cost for all expenses incurred in connection with the Add-On Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.

If there are a specific number of hours included in the Add-On Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the "Expiration Period"). If there are deliverables included in the Add-On Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the "Delivery Period"). If the Add-On Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Add-On Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Add-On Services.

We might provide some or all elements of the Add-On Services through third party service providers. Add-On Services are non-cancellable and all fees for Add-On Services are non-refundable.

5. Fees & Payments

1. Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term unless you (i) exceed your Location Limit; Email Send Limit; Text Message Limit, User or other applicable limits (see Section 2.b. above), (ii) change products or base packages, or (iii) subscribe to additional features or products, including Add-On Services. Where a price change applies to you, we will charge or invoice you under the new price structure, starting with the next Billing Period in the Subscription Term, except as provided below under 'Fee Adjustments During a Billing Period'. In order to avoid additional charges, you should purchase the appropriate tier of Subscription Service for your anticipated needs. We will monitor or audit remotely the usage in the Subscription Service.
2. Fee Adjustments During a Billing Period. The Subscription Fee will increase during the course of a Billing Period if you exceed your usage in a Billing Period. The Subscription Fee will be adjusted up to the tier price which corresponds with number of location(s), change products, or subscribe to additional features for use during the Billing Period.
3. Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
4. Payment against invoice. If you are paying by invoice, we will invoice you at the beginning of the Initial Subscription Term and at the beginning of each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
5. Payment Information. You will inform Restaurant Logic if your contact information, billing information and credit card information changes. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.

6. Subscription Term & Renewal

1. Initial Subscription Term. The initial subscription term shall begin on the effective date of your subscription and expire at the end of the 24th month of your service ("Initial Subscription Term").
2. Renewal Subscription Term. Unless one of us gives the other written notice that it does not intend to renew the subscription, this Agreement will automatically renew for the length of the Initial Subscription Term ("Renewal Subscription Term"). Written notice of non-renewal must be sent no more than ninety (90) days but no less than forty-five (45) days in advance of the end of the Subscription Term. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided for in your Order Form or, if not specified in the Order Form, on our standard pricing available at restaurant-logic.com/pricing. In addition, on renewal, the current product usage limits will apply to your subscription, unless otherwise agreed to by you and Restaurant Logic. Should you decide not to renew, you may send the notice of non-renewal by email to help@restaurant-logic.com

7. Restaurant Logic's Proprietary Rights

This is an Agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. The Subscription Service and Add-On Services are protected by intellectual property laws. The Subscription Service and Add-On Services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Subscription Service and Consulting Services. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Restaurant Logic Content, the Subscription Service, or the Add-On Services in whole or in part, by any means, except as expressly authorized in writing by us. Restaurant Logic, Local Logic Media, the Five Pillars, the Restaurant Logic logos, the Local Logic Media logos, and other marks that we use from time to time are our trademarks. The appearance, layout, color scheme, and design of the Restaurant Logic site & app are protected trade dress. You may not use any of these without our prior written permission.

We encourage all customers to comment on the Subscription Service or Consulting Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Add-On Services, without payment or attribution to you.

8. Customer's Proprietary Rights

As between the parties, you own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Add-On Services to you and as permitted by this Agreement. If you are using the Subscription Service or receiving Add-On Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

9. Confidentiality

The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except our third party service providers), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

10. Customer Responsibilities

To realize the full value of the Subscription Service and Add-On Services, your participation and effort are needed. It is recommended that you include a staff member to manage your ongoing web presence. Responsibilities that may be required, in conjunction with utilizing the subscription service, include planning of marketing programs; setting of a content creation calendar; updating your website, social media content, emails, nurturing content, and other materials; providing top level internal goals for the use of the Subscription Service; reviewing reporting; and supporting the integration of the Subscription Service with your company.

11. Publicity

You grant us the right to add your name and company logo to our customer list and website.

12. Customer Data

1. Limits on Restaurant Logic. We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Add-On Services to you and only as permitted by applicable law, this Agreement, and our Privacy Policy. We will not use Contact Information for our own marketing purposes.
2. Aggregate Data. We may monitor use of the Subscription Service by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.
3. Safeguards. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in the United States. You acknowledge that in all cases that Restaurant Lgoic acts as the processor of Customer Data and you remain controller of Customer Data.
4. No Sensitive Information. YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT OR MANAGE SENSITIVE INFORMATION.

13. Use and Limitations of Use

1. Acceptable Use. You will comply with our Acceptable Use Policy ("AUP").
2. Prohibited and Unauthorized Use. You will not (i) use or launch any automated system, including, "robots," "spiders," or "offline readers," that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party's use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) access the Subscription Service other than through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.
3. You will notify us right away of any unauthorized use of your Users' identifications and passwords or your account.

14. Acceptable Use of Communications Services

You agree to use Communication Services only in compliance with any terms of use specified by each Communication Service. We do not control the content, messages or information found in the Communication Services. We will not have any liability with regards to the Communication Services and any actions resulting from your use of the Communication Services.

15. Third-Party Sites and Products

Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.

16. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Subscription Service by you; (b) your noncompliance with or breach of this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the Subscription Service by any other person using your User information. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

17. Disclaimers; Limitations of Liability

1. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, RESTAURANT LOGIC CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, RESTAURANT LOGIC CONTENT AND CONSULTING SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE, AND THE ADD-ON SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
2. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
3. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR INDEMNITY OBLIGATIONS, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
4. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
   YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

18. Termination, Suspension, and Expiration

1. Termination for Cause. Either party may terminate this Agreement for cause: (i) upon thirty (30) days' notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Subscription Term, without being subject to the following penalty schedule (0-3 months: $500, 3-6 months: $300, 6-24 months: $200)
2. Suspension for Prohibited Acts. We may suspend any User's access to the Subscription Service for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) use of the Restaurant Logic email send service that results in excessive bounce-backs, SPAM notices or requests for removal from a mailing list by recipients, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
3. Suspension for Non-Payment. We may suspend your access to all or any part of the Subscription Service upon ten (10) days' final notice to you of non-payment of any amount past due. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
   1. Your credit card will be billed automatically upon initiation for setup fees; monthly billing to begin the day of launch for your website and every 30 days thereafter
   2. If account remains unpaid after 31 days from Invoice Date a 5% late fee will be added to account invoice.
   3. If account remains unpaid after 60 days from Invoice Date, Restaurant Logic reserves the right to freeze any and all account services. A reinstatement fee of $250 will be required to resume prior activity.
   4. If account remains unpaid after 90 days from invoice date, Restaurant Logic reserves the right to cancel the account, delete all data, and refer the debt to a third-party collections agency
4. Suspension for Present Harm. If your website on, or use of, the Subscription Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Subscription Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service. We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service.
5. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and Restaurant Logic Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
6. Retrieval of Customer Data. As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your Subscription, we will provide you with temporary access to the Subscription Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. We may withhold access to Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.

19. General

1. Amendment; No Waiver. We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Subscription Service. If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted at restaurant-logic.com/terms. The updated Customer Terms of Service will become effective and binding on the next business day after it is posted. When we change these Customer Terms of Service, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review these Customer Terms of Service periodically.
   If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after update is posted. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply.
   No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy.
2. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
3. Actions Permitted. Except for actions for nonpayment or breach of a party's proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
4. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
5. Compliance with Laws. We will comply with all U.S. state and federal laws in our provision of the Subscription Service, the Add-On Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Subscription Service and Add-On Services, including any applicable export laws. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.
6. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
7. Notices. Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.
   To Restaurant Logic, PO Box 6398, Jackson, MI, 49204, U.S.A.
   To you: your address as provided in our Restaurant Logic Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
8. Entire Agreement. This Agreement (including each Order Form and Statement of Work), along with our Privacy Policy and AUP, is the entire agreement between us for the Subscription Service and Add-On Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
9. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
10. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
11. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
12. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
13. Survival. The following sections in the 'General Terms' shall survive the expiration or termination of this Agreement: 'Definitions', 'Fees and Payments', 'Restaurant Logic's Proprietary Rights', 'Customer's Proprietary Rights', 'Confidentiality', 'Publicity', 'Indemnification', 'Disclaimers; Limitations of Liability', 'Termination, Suspension and Expiration', and 'General'.
14. Precedence. In the event of a conflict between the terms of this Agreement and an Order Form or Statement of Work, the terms of the Order Form or Statement of Work shall control, but only as to that Order Form or Statement of Work.