TERMS OF SERVICE

Last updated: November 1st, 2016

BentoBox CMS, Inc. (“BentoBox,” “we,” “us,” or “our”) welcomes you. We’re really excited that you have decided to access and use our online platform (the “Platform”), which is made available to you via our website located at http://getbento.com/ (the “Website”) and/or the Restaurant Website(s), which are made available to you via our Platform.

We provide our Website to Visitors, our Platform to Customers, and the Restaurant Website(s) to the Restaurant Guests (all as defined below) subject to the following Terms of Service, which may be updated from time to time, with or without notice to you. By browsing the public areas of the Website, and/or by signing up, accessing and/or using the Platform and/or the Restaurant Website(s), you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”). If you are accepting this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms and conditions contained herein. If you do not agree to any of these terms, then please do not use the Website, the Platform and the Restaurant Website(s).

Capitalized terms not defined in these Terms of Service shall have the meaning set forth in our Privacy Policy.

1. DESCRIPTION AND USE OF PLATFORM

BentoBox provides a Platform that allows Customers to manage their restaurant’s (each, a “Restaurant”) websites (each, a “Restaurant Website”), as well as their restaurant’s marketing and operations in the digital space. The Platform is provided on a subscription basis (“Subscription”).

Although you are able to place orders through the Platform, BentoBox itself does not sell the products and services contained in the order, is not a party to any such transaction, and has no control over the quality or safety of the products and services. Your order is between you and the Restaurant from which you order. By using the Platform, you agree that you understand that BentoBox is not responsible for any statements or omissions concerning the products and services contained in your order.

We provide Visitors with access to the Website , Customers with access to the Platform and Restaurant Guests will access to the Restaurant Website as described in this Agreement.

Visitors. No login is required for Visitors. Visitors to the Website can (a) view all publicly-accessible content, and (b) e-mail us.

Customers. Login is required for all Customers. Customers can do all the things Visitors can do, and also: (a) access and use the Platform; (b) create, access, manage, and update their accounts on the Platform; (c) publish and manage content on the Platform (“Customer Content”); and (d) access and fulfil orders placed by Restaurant guests (“Restaurant Guests”) through the Platform, including but not limited to, merchandise orders, corporate event orders and gift card orders (collectively, the “Orders”).

Restaurant Guests. Login may be required for Restaurant Guests who wish to access and use the Restaurant Website. Restaurant Guests can: (a) access and use the Restaurant Website(s); and (b) place Orders through the Restaurant Website(s).

BentoBox is under no obligation to accept any business as a Customer, or any individual as a Restaurant Guest and may accept or reject any registration in its sole and complete discretion.

2. COMMUNITY GUIDELINES

BentoBox’s community, like any community, functions best when its people follow a few simple rules. By accessing the Website, and/or by accessing and/or using the Platform, you hereby agree to comply with these community rules and that:

  • You will comply with all applicable laws in your use of the Platform, and you will not use the Website and/or the Platform for any unlawful purpose;
  • You will not access or use the Website and/or the Platform to collect any market research for a competing businesses;
  • You will not upload, post, e-mail, transmit, or otherwise make available any content that:
    • infringes any copyright, trademark, or other proprietary rights of any person or entity; or
    • is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another’s privacy, or promotes violence; or
    • discloses any personal information about another person, including that person’s name, e-mail address, postal address, phone number, credit card information, or any similar information;
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • You will not “stalk,” threaten, or otherwise harass another person;
  • You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Website and/or the Platform, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
  • You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
  • You will not cover, obscure, block, or in any way interfere with any safety features (e.g., report abuse button) on the Platform; and
  • You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means.

You will let us know about inappropriate content of which you become aware. If you find something that violates our Community Guidelines, please let us know, and we’ll review it. We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Platform, or any portion of the Platform, without notice.

3. RESTRICTIONS

The Platform is available for individuals aged 18 years or older. If you are under 18 years of age, please do not use the Platform.

4. USE OF PERSONAL INFORMATION

Your use of the Website and/or the Platform may involve the transmission to us of certain Personal Information. Our policies with respect to the collection and use of such Personal Information are governed according to our Privacy Policy (located at http://getbento.com/privacy/), which is hereby incorporated by reference in its entirety.

5. FEES; AUTOMATIC RENEWALS

If you are a Customer, you agree to pay all applicable Subscription fees made known to you during registration. We reserve the right, in our sole discretion, to disable your Restaurant Website if you fail to pay the applicable Subscription fees within forty-five (45) days of the payment due date.

If you are a Restaurant Guest, you agree to pay all applicable fees for the Orders you place through the Restaurant Website.

We may use a third party payment vendor (“Third Party Payment Vendor”) to process your payment in connection with your use of the Platform. You warrant and represent that you are the valid owner or an authorized user, of the credit card you provide to such Third Party Payment Vendor, and that all credit information is accurate.

All fees are non-refundable. We reserve the right to change any of the fees that we charge, or to institute new or additional fees, at any time upon notice to you.

It is important to note that when you sign up to use the Platform, your Subscription will automatically renew until you cancel it. You may cancel at any time by notifying us in writing no later than ten (10) days before the next upcoming renewal, and the cancellation will take effect the following month. Again, if you do not cancel, then your Subscription will automatically renew under the same Subscription and applicable Subscription fees will be charged to your credit card.

It is important to note that when you sign up to use the Platform, your Subscription will automatically renew until you cancel it. You may cancel at any time by notifying us in writing no later than ten (10) days before the next upcoming renewal, and the cancellation will take effect the following month. Again, if you do not cancel, then your Subscription will automatically renew under the same Subscription and applicable Subscription fees will be charged to your credit card.

6. SIGN-IN NAME; PASSWORD

In order to sign up as a Customer, you will need to provide us with your name, your business name, e-mail address and phone number. Once we receive this information, BentoBox will send you a unique url (“Unique URL”) via email to your e-mail address. You will have to click on the Unique URL and provide your Billing Information. After completion of your on-boarding process, we will ask you to create an account, which includes a unique sign-in name (“Sign-In Name”), and password (“Password”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Customer. You are responsible for the confidentiality and use of your Sign-In Name, Password, and Unique URL. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique URL. We reserve the right to delete or change your Password, Sign-In Name, or Unique URL at any time and for any reason.

7. INTELLECTUAL PROPERTY

The Platform and the Website contain materials, such as software, text, graphics, images, sound recordings, audiovisual works, website themes, website templates, and other material provided by or on behalf of BentoBox (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. You may only use the Content in connection with your Restaurant Website(s) that are made available through our Platform. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content and the Platform automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of BentoBox (“BentoBox Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of BentoBox CMS, Inc. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with BentoBox Trademarks, the “Trademarks”). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of BentoBox Trademarks inures to our benefit.

Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

8. CUSTOMER CONTENT; LICENSES

You retain all copyrights and other intellectual property rights in and to any Customer Content you post through the Platform. You do, however, grant us an irrevocable, non-exclusive, worldwide, perpetual, royalty-free license to use, modify, copy, distribute, publish, perform, sublicense, and create derivative works from all Customer Content you provide to us in any media now known or hereafter devised as reasonably necessary to provide the Platform.

If you submit Customer Content to us, each such submission constitutes a representation and warranty to BentoBox that such Customer Content is your original creation (or that you otherwise have the right to provide the Customer Content), that you have the rights necessary to grant the license to the Customer Content under the prior paragraph, and that it and its use by BentoBox and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.

9. COMMUNICATIONS TO BENTOBOX

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production and marketing of products and services that incorporate such information.

10. NO WARRANTIES/LIMITATION OF LIABILITY

ALTHOUGH WE TAKE OUR USERS’ SATISFACTION VERY SERIOUSLY, IF YOU HAVE ANY PROBLEMS WITH YOUR ONLINE ORDERS, INCLUDING BUT NOT LIMITED TO, ANY MERCHANDISE ORDERS, CORPORATE EVENT ORDERS, AND GIFT CARD ORDERS, PLEASE CONTACT THE RESTAURANT DIRECTLY. YOUR ORDER IS BETWEEN YOU AND THE RESTAURANT FROM WHICH YOU ORDER, AND BENTOBOX IS NOT AN ACTUAL PARTY TO ANY SUCH ORDER. NONE OF THE BENTOBOX PARTIES HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY PRODUCTS YOU PURCHASE THROUGH THE RESTAURANT WEBSITE, AND/OR ANY INCORRECT TAX OPTIONS CHOOSEN BY THE RESTAURANT IN CONNECTION WITH THE PRODUCTS YOU PURCHASE THROUGH THE RESTAURANT WEBSITE. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING SENTENCE DOES NOT APPLY TO CONSUMERS LOCATED IN NEW JERSEY.

NONE OF BENTOBOX, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “BENTOBOX PARTIES”) ENDORSE OR RECOMMEND ANY RESTAURANT, RESTAURANT GUESTS, OR ANY CUSTOMER CONTENT. THE WEBSITE, THE PLATFORM, THE CONTENT, AND THE RESTAURANT WEBSITE(S) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE, THE PLATFORM, THE CONTENT, OR THE RESTAURANT WEBSITE(S), AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITE, THE PLATFORM, THE CONTENT, OR THE RESTAURANT WEBSITE(S) SHALL BE LIMITED TO THE MONIES YOU HAVE PAID US IN CONNECTION WITH YOUR USE OF THE PLATFORM OR THE RESTAURANT WEBSITE(S) DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

THE WEBSITE, AND THE PLATFORM MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE SITE AND/OR THE SERVICES. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE AND THE PLATFORM AT ANY TIME WITHOUT NOTICE.

11. EXTERNAL SITES

The Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold the Bento Box Parties harmless from and against any and all claims, actions, or demands and relating costs, damages and liability (including, without limitation, reasonable attorneys’ fees) arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Website, the Platform, the Restaurant Website(s) and/or the Content; or (iii) your violation of any third-party right, including without limitation any intellectual property, or privacy right.

13. COMPLIANCE WITH APPLICABLE LAWS

The Website, the Platform and the Restaurant Website(s) are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website, the Platform or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

14. TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your and any device’s access to all or any part of the Website and/or the Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website and/or the Platform at any time without prior notice or liability.

15. DIGITAL MILLENNIUM COPYRIGHT ACT

BentoBox respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or customer submissions deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

BentoBox CMS, Inc.
Attention: DMCA
116 West Houston St, 3rd Floor,
New York, NY 10012

If you believe that your work has been copied on the Platform in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Platform where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

14. MISCELLANEOUS

If this Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Communications to BentoBox,” “No Warranties/Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” and “Miscellaneous.” You may not assign this Agreement. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its principles of conflicts of laws. Except for proceedings commenced by BentoBox to protect its intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in the State of New York. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. This Agreement contains the entire agreement of the parties concerning its subject matter, and supersede all existing agreements and all other oral, written or other communication between the parties concerning the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.

BentoBox Referral Program

Who is eligible for a referral bonus?

BentoBox customers, friends, consultants, industry partners, investors are eligible for a referral bonus. BentoBox employees are eligible, with the exception of BentoBox employees within the Sales organization. Restaurant owners cannot refer their own restaurant or establishments with shared decision makers. Official partners of BentoBox with existing referral programs and/or custom pricing are not eligible.

Terms

A referral bonus of either i) a $100 Gift Card, or ii) One Month Free will be rewarded to eligible persons or businesses who refer a restaurant directly to BentoBox using the referral form, and sign up within 90 days of the referral form submission. The referrer will be rewarded per individual BentoBox website signup, not per BentoBox location. There is no limit to how many referral bonuses can be rewarded per referrer. For example, if 3 businesses are referred and sign up in the same calendar month, a $300 gift card or 3 Free Months will be rewarded. However, for gift card redemptions, no single gift card referral bonus may be in excess of $2,000 per the terms of our gift card partner. No more than one referral bonus may be rewarded per account. No more than one referral form within a 365 day period may be submitted per account. The referral must be made and communicated to BentoBox prior to signup and is only eligible if BentoBox is not yet in contact with the referred business. If $600 or more in gift card rewards has been earned during the year a Form-W9 will be required in order to be eligible for payment.

When will the referrer be paid?

Payment for the referral bonus will be prompted 30 days after the referred business has completed signup with BentoBox, as long as the customer has signed up within 90 days of the referral form submission and there are no past due balances on the referred businesses new account. If the referred restaurant has not signed up within 90 days of the referral form submission, the referrer is no longer eligible for a referral bonus.

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