Our website address is: https://joinfoodbyte.com.
TERMS OF SERVICE AGREEMENT
Please read this Terms of Service Agreement (the “Agreement”) carefully before clicking the “I Agree” button or using the web services provided on foodbyte.net, any related printed, electronic and online documentation, and any other files that may accompany the web services (the “Software”).
By clicking the “I Agree” button or using the Software, you are agreeing to be bound by the terms and conditions of this Agreement.
If you do not agree to the terms of this Agreement, do not click on the “I Agree” button and do not use the Software.
- This Agreement is made between Foodbyte Inc. (the “Vendor”) and you, the user.
- The Software’s web services consist of foodbyte.net software that the Vendor provides through its website (the “Web Services”). The Vendor reserve the right to update and modify the Web Services from time to time. In this Agreement, “Software” shall include Web Services.
- Other than yourself, only those identifiable unique persons consisting of your personnel and outside consultants who are authorized to access and use the Software as determined by you may access and use the Software (the “Authorized Users”). Authorized Users may include your third-party consultants, outsourcers, contractors and other service providers.
Subscription Term and Fees
- Plan Subscription Fee. You shall pay a plan subscription fee in accordance with the rate set on the Vendor’s website foodbyte.net (the “Plan Subscription”).
- Monitoring Subscription Fee. You shall pay a monitoring subscription fee in accordance with the rate set on the Vendor’s website foodbyte.net (the “Monitoring Subscription”). The Monitoring Subscription shall be billed on the first day of each month (the “Billing Date”). If the Monitoring Subscription payment is not received by the Vendor within one (1) month of the Billing Date, at the Vendor’s sole discretion your Monitoring Subscription may be cancelled and your account charged with a cancellation penalty fee in accordance with the rate set on the Vendor’s website foodbyte.net. You may cancel your Monitoring Subscription, without a cancellation penalty fee, by notifying the Vendor, in writing, one (1) month prior to your next Billing Date.
- Additional Authorized Users. You may have additional Authorized Users for a Subscription Plan. You shall be responsible for setting the permissions for each additional user added.
- Fee Increases. The Vendor may increase the fees for the Monitoring Subscription at any time with sixty (60) days prior notice to you.
- Late Charges. If you do not make timely payment to the Vendor of any amount payable hereunder, in addition to the remedies available to the Vendor at law or equity, the Vendor may collect interest on the sum then owing at the rate of 1.5% per month (18% per annum) from the due date until payment is received; provided, however, that in no event shall the aggregate interest charges exceed the maximum rate of interest that can be charged under applicable law.
- Purchase of Additional Service. You may elect to purchase rights for additional Authorized Users, web services and/or any other of the Vendor’s products or services, from time to time. Such additional purchases shall be governed by this Agreement.
- No Refund. There will be no refunds of any payments made in advance whatsoever.
- Taxes. All fees are exclusive of taxes or duties. If the Vendor is required to pay or collect any federal, provincial, local, sales tax or duty on any fees charged under this Agreement, or any other similar taxes or duties levied by any governmental authority, excluding taxes levied on the Vendor’s net income, then such taxes and/or duties shall be billed to and paid by you immediately upon receipt of the Vendor’s invoice and supporting documentation for the taxes or duties charged.
Limitation of Liability
- THE SOFTWARE IS PROVIDED BY THE VENDOR AND ACCEPTED BY YOU “AS IS”.
- Liability of the Vendor will be limited to a maximum amount paid for your Plan Subscription fee.
- The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for your specific requirements.
- THE VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE: (A) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- The Vendor disclaims any and all liability resulting from or related to the performance or non-performance of internet services provided or controlled by third parties.
- The Vendor disclaims any and all liability resulting from data or transmissions that are accessed by third parties through illegal or illicit means or resulting from data or transmissions that are accessed through the exploitation of security gaps, weaknesses, or flaws.
- IN NO EVENT SHALL THE VENDOR BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, GENERAL, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SOFTWARE, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SOFTWARE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Warrants and Representations
- The Vendor warrants and represents that it is the copyright holder of the Software.
- You warrant and represent that (i) the performance of your obligations and use of the Software (by you and any Authorized Users) will not violate this Agreement or any applicable laws, or regulations, including without limitation any and all laws and regulations regarding the transfer of personal information of residents of the European Union outside the European Union, or (ii) cause a breach of any agreements with any third parties or unreasonably interfere with the use by other Vendor customers of Vendor services.
- You acknowledge and accept that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.
- You acknowledge and agree that the Vendor has no control over the internet, and that the Vendor is not liable for the discontinuance of operation of any portion of the internet or possible regulation of the internet which might restrict or prohibit the operation of the Software.
- You acknowledge and agree that the Vendor may, in its sole discretion, update and modify the Software during the term of this Agreement.
- You acknowledge that (i) the Vendor does not monitor the content of the information passing through the Software for purposes of verifying accuracy or legal compliance, and (ii) you will use commercially reasonable efforts to ensure that the information you and any Authorized Users transmit complies with all applicable laws and regulations now and hereafter enacted and in force.
- All terms, conditions, and obligations of this Agreement will be deemed to be accepted by you on registration or use of the Software.
- This Agreement will be terminated where you fail to comply with any of the terms of this Agreement or are in breach of this Agreement.
- The Vendor may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. The Vendor may, in its sole discretion, restore this Agreement after is has been terminated.
- On termination of this Agreement for any reason, you will cease use of the Software and promptly destroy all copies of the Software from your mobile device or from your desktop or laptop computer and delete all login protocols for the Software.
- Within 10 days of the expiration or termination of this agreement, you shall return to the Vendor any materials provided by the Vendor.
- The Vendor intends to continue to provide and support the Software for the term of this agreement; provided, however, if, the Vendor determines in its sole discretion that it is no longer feasible to support the Software, the Vendor may terminate this Agreement for end of life at any time by providing 180 days written notice to you.
- The Vendor will be free of liability to you where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, war, or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.
- You and the Vendor agree to submit to the jurisdiction of the courts of the Province of Nova Scotia for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the Province of Nova Scotia, Canada.
- If any question, difference or dispute arises between you and the Vendor in respect of any matter arising under this Agreement or in relation to the construction hereof the same shall be referred to the arbitration of an arbitrator under the Nova Scotia Commercial Arbitration Act SNS 1999, ch. 5.
Modification of Agreement
- The Vendor reserves the right, in its sole discretion, to modify or replace this Agreement at any time. If revision is material the Vendor will provide thirty (30) days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at the Vendor’s sole discretion. You shall be deemed to have accepted any modifications to this Agreement on continued use of the Software.
Your Obligations, Access to Accounts, and Conditions of Use
- Eligibility. The Software is not available to those individuals under the age of majority in the province in which they reside or any user that has been suspended or removed from the system.
- Access and Login. You may access and use the Software only through the login protocols provided to you and only for your own internal purposes. You will be granted authorized login protocols for the Software. You agree not to access (or attempt to access) the Software by any means other than through the login protocols the Vendor provides.
- Accounts and Passwords. You are responsible for maintaining the confidentiality of your login protocols, and any additional information that the Vendor may provide regarding accessing the Software and shall be responsible for all uses of your registration and/or login, whether authorized or unauthorized. You shall not share your login protocols with another person who is not authorized to use the Software. You agree to immediately notify the Vendor of any unauthorized use of your login protocols or any other breach of security.
- Obscenity. You are not authorized to use our Software or related servers for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, or pornographic material, or any other material which the Vendor deems to be objectionable. The designation of any such materials is entirely at our sole discretion.
- Inquiries Regarding Software. You agree to make all inquiries regarding the Software and technical support as directed on foodbyte.net.
- Required Registration Data. Registration is required for you to establish an account on the Software. You agree to provide certain current, complete, and accurate information about you as prompted to do so by the Vendor online registration form (the “Registration Data”).
- Required Updating of Registration Data. You agree to maintain and update such Registration Data as required to keep such information current, complete and accurate. You warrant that your Registration Data is and will continue to be accurate and current, and that you are authorized to provide such Registration Data.
- Authorization to Verify. You authorize the Vendor to verify your Registration Data at any time. If any Registration Data that you provide is untrue, inaccurate, not current or incomplete.
- Convert, Use, and Combine Data. You agree that the Vendor may convert Registration Data into a digital format such that it can be read, utilized, and displayed and you agree that the Vendor may combine the Registration Data with other content provided by the Vendor in each case by any method or means or in any medium whether now known or hereafter devised.
- Monitoring. The Vendor reserves the right to monitor your access and use of the Software without notification to you.
- Security. You shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your link to the Internet. As part of the Software, the Vendor shall implement reasonable and appropriate security procedures consistent with prevailing industry standards to protect data from unauthorized access by physical and electronic intrusion;
- Report of Unauthorized Access. The Vendor will promptly report to you any unauthorized access to your data promptly upon discovery by the Vendor, and the Vendor will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in your data is required, you shall be solely responsible for any and all such notifications at your expense.
- Backups. You are responsible for creating and maintaining hard copy backups of all your information inputted into or related to the Software.
- Technical Support. During the term of this Agreement, the Vendor shall provide technical support in the form of responses to questions by email or telephone at no additional charge (the “Technical Support”).
- Additional Support. If you require support, consultation, training, or services in addition to the Technical Support (the “Additional Support”), the Vendor may, in its sole discretion, provide such services on a time and materials (“T&M”) basis; that is, (i) you shall pay the Vendor for all the time spent performing Additional Support (including all travel time), plus materials, taxes, and reimbursable expenses; and (ii) the rates for such Additional Support shall be determined by the Vendor.
- Intellectual Property Indemnity. Except for third party software including without limitation open source software, the Vendor will indemnify, defend and hold harmless you and your Affiliates from and against any lawsuit, liabilities, loss, cost or expense arising out of a third-party claim made against you that the Vendor’s Software or Web Services infringes on any Canadian intellectual property right of a third party; provided, however, that the Vendor is notified in writing of such claim promptly after such claim is made upon you. The Vendor shall have the right to control any defense of the claim. In no event shall you settle any such claim without the Vendor’s prior written approval. The Vendor shall have no liability or obligation if the claim arises from (i) any alteration or modification to the Vendor’s Software or Web Services other than by the Vendor, (ii) any combination of the Vendor’s Software or Web Services by you with other programs or data not furnished by the Vendor, or (iii) any use by you of the Vendor’s Software or Web Services that is prohibited by this Agreement or otherwise outside the scope of use for which the Vendor’s Software or Web Services are intended.
- Option for Infringement Claims. If any party is enjoined from using the Vendor’s Technology, or if the Vendor believes that the Vendor’s Technology may become the subject of a claim of intellectual property infringement, the Vendor, at its option and expense, may: (i) procure the right for Customer to continue to use the Services; (ii) replace or modify the Vendor’s Technology so as to make it non-infringing; provided, however, that the Services continue to conform to the descriptions and/or specifications provided in the applicable Purchase Order; or (iii) terminate this Agreement, in which case Vendor shall refund to Customer any and all subscription fees paid in advance by Customer for those Services not provided by Vendor and provide, at Customer’s request and free of charge, the Customer Data in a database document format. This Section and the preceding Section set forth the entire liability of Vendor to Customer for any infringement by the Vendor’s Technology or Services of any intellectual property right of any third party. Notwithstanding the foregoing, this Section does not apply to third party software including without limitation open source software.
- Those clauses, the survival of which is necessary for the interpretation or enforcement of this Agreement, shall continue in full force and effect in accordance with their terms notwithstanding the expiration or termination of this Agreement, including, but not limited, to all warranty disclaimers and limitations of liability.
- This Agreement does not create or imply any relationship in agency or partnership between you and the Vendor.
- Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
- If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this agreement will in no way be affected, impaired, or invalidated as a result.
- This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
- This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon you and the Vendor’s successors and assigns.
- You shall not assign this Agreement or any right or interest under this Agreement, nor delegate any work or obligation to be performed under this Agreement, without the Vendor’s prior written consent. Any attempted assignment or delegation in contravention of this Section shall be void and ineffective.
- The Vendor may give notice to you by means of (i) a general notice in your account information, (ii) by e-mail to your e-mail address on record in your Registration Data, or (iii) by written communication sent by mail to your address on record in your Registration Data. Such notice shall be deemed to have been given immediately after the Vendor mails, e-mails, or provides a general notice in your account information.
- You shall give notice to the Vendor in writing by letter delivered by registered mail or an equivalent method of mail. Such notice shall be deemed given when received by the Vendor.
- All notices to the Vendor under this Agreement are to be provided at the following address:
24 University Ave., 4th Floor, Patterson Hall
Wolfville, Nova Scotia
Canada B4P 2R6