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MenuClub Business Terms and Conditions

MenuClub Inc. (hereinafter, " MenuClub" and also "we" or "us") offers an application which allows business to provide loyalty plans and rewards directly to consumers through web and mobile applications (“Applications”), and provides businesses with programs and applications to acquire, retain consumers and track consumers’ use of applications. These Business Terms and Conditions (“Terms & Conditions”) govern Business access and use of the Applications. “Business” means any brick & mortar, online or combined business, merchant, vendor entity, organization, association and its agents that provides promotional, marketing and advertising content (“Content”) as well as products and services to its end customers (“Consumers”). Applications include the Rewards Marketplace, loyalty programs, birthday clubs, dashboards and other.

Please read these Terms & Conditions carefully. These Terms & Conditions govern your use of MenuClub’s Applications and provision of content to your customers. Business must accept these Terms prior to signing up on MenuClub using MenuClub’s website or a third-party website which is affiliated with MenuClub or distributing MenuClub Applications. By installing, using or downloading the Applications or providing Content to Businesses customers, Business signifies assent to these Terms.

Changes may be made to these Terms & Conditions from time to time. If you do not accept these Terms & Conditions, do not download, use, install the Applications or make any MenuClub Content available to Consumers. MenuClub will make reasonable efforts to notify Business of any updates to these Terms & Conditions. Notwithstanding the foregoing, Business’s continued use of the Applications or provision of the Services to Consumers will be deemed acceptance to amended or updated Terms & Conditions. As such, Businesses must regularly check for updates to MenuClub’ Terms. If you do not agree to any of these Terms & Conditions, please do not use the Applications.
 

  1. Definitions: In these Terms & Conditions, the following terms when capitalized have the meanings set forth in this Section.
     

    1. “Business” means an end user that has been granted access by MenuClub to use the Application, and who has accepted the MenuClub User Terms and Conditions.

    2. The Terms & Conditions may be amended by MenuClub in its sole discretion, a current version of which is available here.

    3. “Content” means any advertising, promotional or marketing content provided by Business for provision to any Consumer (including, without limitation, any loyalty plans, gifts, promotional offers or rewards) and including any logos, trade names, trademarks or other content of Businesses included in such content.

    4. “Consumer” is any end-user, a person, who joined a loyalty club, birthday club, rewards marketplace provided to Businesses through a MenuClub application.
       

  2. Access & License: Subject to the Terms & Conditions hereof, during the period these Terms & Conditions are in effect MenuClub hereby grants Business a limited, revocable, non-exclusive, non-transferable, non-sublicense able, access solely to use the Applications and to provide the Content to Consumers.
     

  3. Restrictions: Business shall maintain all copyright and other proprietary notices contained in the Applications. Except as set forth expressly herein, Business shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Application; (b) modify the Application, or insert any code or product, or in any other way manipulate the Application; or (c) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party website, or otherwise use the Applications except as expressly permitted by these Terms & Conditions. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Business shall inform MenuClub in writing in each instance prior to engaging in the activities set forth above. MenuClub reserves the right to make modifications to the Terms & Conditions at any time without prior notice.
     

  4. Content: Business may provide Content to Consumers through the Applications as permitted by MenuClub. Business shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of all Content. Business represents and warrants that no Content infringes the intellectual property rights or moral rights or any third party. MenuClub reserves the right, at its sole discretion, to remove any Content that violates these Terms & Conditions at any time, without prior notice, or require Business to do so. Business shall remain solely liable for any loyalty plans, gifts, promotional offers or rewards offered to Consumers, and shall fully indemnify MenuClub for its failure to satisfy any of its obligations pursuant to such Content. MenuClub does not claim ownership of Content. However, Businesses grants MenuClub a non-exclusive, royalty-free, worldwide license of all rights to use, edit, modify, include, incorporate, adapt, record and reproduce Content for the purposes of these Terms & Conditions.
     

  5. Intellectual Property:
     

    1. Property: Title to and ownership of and all proprietary rights in or related to (a) the Application and related documentation and all enhancements, derivatives, bug fixes or improvements to the foregoing; (b) all trade names, trademarks, and logos of Riiwards; and (c) all data collected by Riiwards' server side software with regard to the foregoing (collectively, “Riiwards Property”) shall at all times remain solely with Riiwards or its licensor MenuClub.

    2. Business Property: Subject to Section ‎6, title to and ownership of and all proprietary rights in or related to Content and all the trade names, trademarks, and logos of Business shall at all times remain with Business and its licensors (collectively, “Business Property”).
       

  6. Consumer Data: MenuClub through its partner Riiwards Inc., will provide Business with certain specified data regarding Consumer, including the name of the Consumer and certain mutually agreed data regarding the Consumer’s activities at Business’s location or website (“Consumer Data”). Business agrees that it shall at all times comply with MenuClub’s Privacy Policy and all applicable law, rules and regulations with respect to all Consumer data and all uses thereof. Business shall fully indemnify MenuClub and its partner Riiwards Inc. (and its officers, directors, employees and consultants) for all breaches of its obligations under this provision. Consumer Data may include: customer's name, email, birthday, anniversary day, demographic information, phone number, address, number of visits, visits details, reward offers usage, and other.
     

  7. Support: Consumers may contact MenuClub with regard to the support for the Application using email support@menuclub.com or using other forms of communication as described on our website.
     

  8. Confidentiality: Business acknowledges that MenuClub may disclose to Business certain confidential information belonging to and relating to the Application. Business may disclose to MenuClub certain information regarding its business and operations. Either party (the “Receiving Party”) receiving information from the other party (the “Disclosing Party”) which the Disclosing Party has marked or identified as confidential or proprietary, or which should clearly be considered confidential proprietary (collectively, “Confidential Information”), agrees to keep such Confidential Information and not disclose or use except in performance of the Receiving Party’s obligations hereunder. Confidential Information shall not include information (i) already lawfully known to or independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party, (ii) received by the Receiving Party from any third party without restrictions, (iii) publicly and generally available, free of confidentiality restrictions; or (iv) required to be disclosed by law, provided that the Receiving Party provides prompt notice of such requirement. The Receiving Party shall restrict disclosure of Confidential Information to those of the Receiving Party’s employees and officers with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Business will not disclose any information regarding the results of any testing or evaluation of the Application or Services to any third party without MenuClub’ prior written consent.
     

  9. Warranties, Indemnification, Disclaimer:

    1. Business Warranties: Business represents and warrants that the Content: (a) does not contain material that is obscene, defamatory, libelous, racially or ethnically insensitive, harassing, threatening or otherwise offensive; (b) does not contain pornography or material that may be harmful to a minor; (c) does not contain material that violates or infringes the intellectual property, moral or contractual rights of any third party; (d) does not contain any virus, worm, Trojan horse, or other harmful or disruptive component; and (e) complies with all applicable law, regulations and rules, including all applicable law regarding advertising, marketing and promotional content and services.
       

    2. Business Indemnification: Business shall defend, indemnify and hold harmless MenuClub from and against any and all suits, proceedings, assertions, damages, costs, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which MenuClub may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to (i) a claim that the Content infringes or violates any third party’s intellectual property rights, provided however, that Business shall have no obligation to indemnify MenuClub where such claim of infringement relates solely to the MenuClub Property incorporated in the foregoing; (ii) use of any Consumer Data not in compliance with MenuClub’s then-current privacy policy or in violation of applicable law, rule or regulation; or (iii) any other breach of these Terms & Conditions, including the representations and warranties set forth in Section ‎11.1.
       

    3. DISCLAIMER: THE APPLICATION, SERVICES AND RELATED DOCUMENTATION ARE PROVIDED “AS-IS”. MENUCLUB EXPRESSLY DISCLAIMS ANY WARRANTIES (INCLUDING WITH REGARD TO THE PERFORMANCE OF THE APPLICATION OR SERVICES AND WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. ANY RELIANCE ON THE APPLICATION OR THE SERVICES IS AT BUSINESS’S OWN RISK, AND MENUCLUB DOES NOT AND SHALL NOT ACCEPT ANY LIABILITY FOR THE APPLICATION OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY MISTAKES OR INACCURACIES IN LOYALTY PLANS OR MENUCLUB CREATED OR MADE AVAILABLE THROUGH THE APPLICATION OR SERVICES.
       

  10. LIMITATION OF LIABILITY: IN NO EVENT SHALL MENUCLUB, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SHAREHOLDERS, AFFILIATES BE LIABLE TO BUSINESS, ANY CONSUMER, CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE APPLICATION OR SERVICES. IN ANY CASE, MENUCLUB’ ENTIRE LIABILITY UNDER ANY PROVISION OF THESE TEMRS & CONDITIONS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT RECEIVED FROM BUSINESS HEREUNDER. 
     

  11. Promotion: All promotion, advertising and distribution of the Application shall be consistent with MenuClub’s standard policies and reputation. Both parties may agree in writing to include a reference to the other party and its logo on its website, marketing and promotional materials (in any medium) subject to the compliance by each party with the applicable trademark guidelines of the other party. The Parties may agree to issue a joint press release in a form mutually agreeable to the Parties announcing the formation of the relationship between the Parties. The text of such press release and announcements, and any future announcement or publication concerning the existence or Terms & Conditions of this agreement, shall be mutually agreed to by the Parties prior to publication, except that either party may re-publish information contained in a previously approved press release, including on a party’s website and in marketing materials.
     

  12. Term: The term of this agreement shall commence on the date Business accepts these Terms & Conditions and shall continue by the auto renewal period (see 19.), and shall thereafter automatically renew, unless otherwise terminated.
    ​a- Termination: Either party may terminate this agreement with advance notice of 30 days, provided, however, that MenuClub may terminate these Terms & Conditions and all rights granted hereunder without notice if Business employs or markets the Application or Services in violation of any applicable law, rule or regulation. If Application has been obtained through 3rd party sites, 3rd party site Terms & Conditions for termination, payment, refund, renewal supersedes these Terms & Conditions.
    b- Effect of Termination: Upon expiration or termination of these Terms & Conditions for any reason, (a) Business shall immediately cease the use of the rights licensed hereunder, and shall immediately cease all provision of Content to its consumers; (b) each party shall make payment to the other of all amounts due hereunder as of the date of termination; and (c) Business shall cease the use of all MenuClub’ Property and shall promptly return to MenuClub all copies of MenuClub Confidential Information or destroy same, at MenuClub’s discretion.
    c- Survival: Sections ‎3 (Restrictions), ‎5 (Intellectual Property), ‎6 (Consumer Data), 8 (Confidentiality), ‎9 (Warranties; Indemnification; Disclaimer), ‎10 (Limitation of Liability) any accrued and unpaid payments, and this Section ‎shall survive the termination or expiration of these Terms & Conditions for any reason.
     

  13. Business Agreement: In order to manage your loyalty club, Business will be provided with: Access to the online dashboard, from where you can track and modify the various features of your club. By signing below, you agree to the following: a) to run your loyalty/birthday club program in a fair and non-abusive manner b) to keep the login information safe and secure.
     

  14. Promotions & Information: MenuClub and its affiliates may send you occasionally application related information and promotional offers.
     

  15. Access to Application: Business understands that while MenuClub grants you access to its application, the responsibility for managing your loyalty/birthday club lies with you. Pricing: You agree to the MenuClub’s pricing plans as presented online, or as presented to you by an authorized representative of MenuClub.
     

  16. Miscellaneous: MenuClub and Business are and intend to remain independent parties. Nothing contained in these Terms & Conditions shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the parties, neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venture partner , servant or employee of the other. Neither party nor any officer or employee thereof shall, in any event, have any right collectively or individually, to bind the other party, to make any representations or warranties, to accept service of process, to receive notice or to perform any act or thing on behalf of the other party, except as authorized in writing by such other party in its sole discretion. These Terms & Conditions represent the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms & Conditions may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or of any of the of these Terms & Conditions shall not be deemed to be a continuing waiver or a waiver of any other default or of any other Terms & Conditions, but shall apply solely to the instance to which such waiver is directed. MenuClub may assign its rights or obligations pursuant to these Terms & Conditions. Business agrees not to assign any rights under these Terms & Conditions; any attempted assignment shall be null and void and shall result in the termination of these Terms & Conditions. If any part of these Terms & Conditions shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms & Conditions which shall remain in full force and effect. These Terms & Conditions shall be governed by the laws of the State of California.
     

  17. Refund Policy: MenuClub offers a 14 days money back guarantee for all plans without free trial, where if cancellation is requested within 14 days of activating a premium membership, MenuClub will issue a full refund. MenuClub does not issue refunds retroactively for any payment made on a recurring subscription (monthly, quarterly, semi-annual or annual) when the cancellation request is made after the charge in question. Businesses can cancel anytime, for any reason, with no cancellation fees.
     

  18. Premium Services: Some of the Services offered on the Website require payment of fees ("Premium Services"). If Business elects to sign up for Premium Services, Business shall pay all applicable fees, as described on the website or offered by an agent in connection with such Premium Services selected by Business. MenuClub reserves the right to change its prices at any time. Business authorizes MenuClub directly or through third parties, to make any inquiries it considers necessary to validate Business’s account and financial information that Business provided while signing up for such Services. Please note that according to internal agreements, MenuClub is entitled to collect fees from Businesses on behalf of the Premium Services, to process any payments and/or refunds and/or take any billing actions as required in connection with the collection of the fees on behalf of the Premium Services. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Business shall be responsible for payment of all such taxes, levies, or duties. Business agrees to pay any such taxes that might be applicable to Business’s use of the Services and payments made by Business to MenuClub. All fees related to using Premium Services are charged automatically using the payment method as determined on the website or offered by an agent. If MenuClub does not receive a request by the user, through email or phone for Charged Services termination Business acknowledges and understand that MenuClub will continue to charge Business for the Premium Services as long as Business’s account remains active regardless if the Charged Services are used or not. If, at any time, Business’s bank or credit card company and decline or otherwise reject the charge of any payable fees, this act will be considered a breach of Business’s obligation hereunder and Business’s use of the Premium Services will be automatically terminated. Business’s use of the Premium Services will not resume until Business re-subscribes for any such Premium Services. Businesses purchasing Premium Services shall pay any and all prices and fees due for such Services. All prices and fees are non-refundable unless otherwise expressly noted, even if such Charged Services are suspended, terminated, or transferred prior to the end of the Services term. MenuClub expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at the Website and effective immediately without need for further notice to any user. Any changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described below.
     

  19. Auto Renewals: In order to ensure that Business does not experience an interruption or loss of services, most service offers and automatic renewal option. The automatic renewal option automatically renews the applicable services for a renewal period equal in time to the original service period. For example, if Business’s original service period is for one year, the renewal period will be for one year. While the details of the automatic renewal option may vary from service to service, treat automatic renewal option as the default setting. Therefore, unless Business cancels, the subscription will automatically renew the applicable service when it comes to renewal, and MenuClub will automatically take payment from the payment method on file with MenuClub at then current rates, which Business acknowledges and agrees may be higher or lower than the rate for the original service period. Business may cancel Business’s subscription from such services prior to the automatic renewal at any time. In such event the service shall be discontinued upon the expiration of the respective period Business has paid for and shall not have any claims towards MenuClub in relation to the discontinuation of the services.
     

  20. Cancellation by Business: Business may discontinue to use and request to cancel a premium membership at any time. The date and time of such cancellation shall be the date and time on which Business has completed the cancellation process on the Services, and the effective date for cancellation of Services shall be at the end of such Service’s subscription period. Notwithstanding anything to the contrary in the foregoing, with respect to automatically-renewed subscriptions to paid services, such subscription will be discontinued upon the expiration of the respective period for which Business has already made payment.

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