Date of Last Revision: August 1, 2021
This Terms of Service agreement (“Agreement”) constitutes a binding agreement between PREPARE ZONE LLC, doing business as R4U (“R4U”, “we”, “us”, or “our”) and you or the company or legal entity you represent (“You” or “Restaurateur” or “Customer”) and governs the access to and use of the Sites (as defined in 1) and the Services (as defined in 1) by You (as defined in 1). This Agreement is effective on the date of your acceptance (“Effective Date”).
This Agreement does not alter in any way the terms or conditions of any other agreement You may have with R4U regarding any services, products or otherwise.
By registering for a R4U account, purchasing a Subscription Plan (as defined in 1) or accessing and using the Services, You agree to be bound by this Agreement and all terms incorporated by reference. If You are using the Services as a representative of a company or other legal entity, You represent and warrant that You are authorized to bind such company or entity to this Agreement, in which case the terms “You” and “your” will also refer to such company or entity. If You do not agree to all the term applicable to You under this Agreement, do not access or use the Sites or Services.
1.1 Workspace means the private R4U workspace on the Services dedicated for use by Workspace Owner - Restaurateur. The Workspace is administered and managed by You via your Workspace Account.
1.2 Workspace Account means your administrative workspace account that allows You to administer, manage and use the Workspace. The Workspace Account is linked to your unique email address.
1.3 Sites means, collectively, the R4U websites and mobile applications.
1.4 Services means the restaurants catalog application, services, tools, features and functionality made available through the Sites, including associated hosting, cloud storage and data processing services. The Services include the Workspace.
1.5 Subscription Plan means the subscription plan You buy too pursuant to this Agreement.
1.6 Billing Period means the recurring billing period during which You will be charged the Fees throughout the term of this Agreement.
1.7 Customer Content means the documents, files, folders, information, data, text, photos, graphics and other items, content and materials created, uploaded, posted or stored on the Workspace or the Sites by You.
1.8 Documentation means the user guides, manuals, videos, tutorials and other information, documentation and materials made available by R4U.
1.9 Feedback means the questions, comments, suggestions, feedback, ideas, plans, notes, drawings, original or creative materials or other information or materials about R4U, the Sites, Services or Documentation that You submit to R4U.
1.10 Fees means the fees for your Subscription Plan, and any other fees applicable to your use of the Services.
1.11 Site Materials means all content, information and other materials contained in the Sites, Services and Documentation, including the R4U logo and all designs, text, graphics, pictures, information, data, software, sound files and other files, and the selection and arrangement of any of the foregoing.
1.12 Applicable Laws means applicable federal, state, regional, local or foreign laws, regulations, rules, codes, judgments and orders.
3.1 Registration. We offer a free plan of the Services that will allow You to access and use certain features and functionalities of the Services, free of charge, for a unlimited period of time. If You register for a Free Plan, this Agreement and any additional terms and conditions to which You agree during the registration process for your Free Plan will govern your access to and use of the Services during your Free Plan period. Any additional terms and conditions applicable to your Free PLan are incorporated by reference into this Agreement.
3.2 Free Plan Period. When You register for a Free Plan, the term of your Free Plan will continue until the date You purchase a Subscription Plan to the Services.
3.3 Disclaimer. NOTWITHSTANDING SECTION 10 OR ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS DURING THE FREE PLAN, WITH ALL FAULTS, DEFECTS AND ERRORS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. R4U HEREBY SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITES, SERVICES, DOCUMENTATION, SITE MATERIALS AND CUSTOMER CONTENT AND ANY OTHER MATTERS UNDER THIS AGREEMENT IN CONNECTION WITH YOUR USE OF THE SERVICES DURING YOUR FREE PLAN.
4.1 Services. R4U will make the Services included in the Subscription Plan available to You pursuant to this Agreement.
4.2 License to the Services. Subject to the terms and conditions of this Agreement, R4U grants You a limited, nonexclusive, nontransferable, non-sublicensable license to access and use the Services included in your Subscription Plan solely for your internal use in the regular course of your business. This license includes the right for You to access and use the Workspace and the Services pursuant to your Subscription Plan.
4.3 Documentation. R4U may make certain Documentation available on the Sites or the Services. You may use the Documentation solely in connection with your use of the Services pursuant to this Agreement.
4.4 Restrictions and Limitations. Neither You may use the Services nor Documentation in any manner or for any purpose other than as expressly permitted in this Agreement. Without limiting the foregoing, the rights granted to You in Sections 4.2 and 4.3 do not include or authorize You to:
(a) grant any sublicense or other rights to the Services to any third party;
(b) distribute, copy, license, rent or sell any part of the Sites, Services, Documentation or Site Materials to any third party;
(c) reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, the Sites, Services, Documentation or Site Materials;
(d) enable any third party to access or use the Workspace or the Services;
(e) modify or create any derivative work based upon any part of the Sites, Services, Documentation or Site Materials;
(f) engage in or permit any infringing or unlawful activities involving the Sites, Services, Documentation or Site Materials;
(g) use any data mining, robots or similar data gathering or extraction methods;
(h) develop a product or service competitive with the Services; or
(i) engage in or permit any use, reproduction, distribution, disposition, possession, disclosure, sale or other activity involving any part of the Sites, Services, Documentation or Site Materials that is not expressly authorized under this Agreement or otherwise in writing by R4U.
5.1 Provision of the Services. R4U will
(a) provide You with technical and other support services for the Services purchased by You; and
(b) use commercially reasonable efforts to make the Services available to You, except for scheduled downtime and any unavailability caused by circumstances beyond the reasonable control of R4U such as acts of God, floods, fires, earthquakes or other natural disasters, acts of terror, civil disturbances, Internet service provider failures or delays, or failures or delays caused by issues with the facilities, equipment or services maintained by You and necessary for your access to and use of the Services.
5.2 Your Responsibilities. You will be responsible for
(a) ensuring that only You are permitted to access and use the Workspace;
(b) ensuring that all access to and use of the Services by You complies with this Agreement;
(c) all Customer Content;
(d) all actions taken via the Workspace Account on the Workspace and the Services and the security of user credentials associated with the Workspace Account; and
(e) providing, installing and maintaining, at your own expense, any and all equipment, facilities and services necessary for You to access and use the Services.
5.3 Customer Content. You may create, upload, post and store Customer Content on the Workspace, which may be viewable by You. You will not create, upload, post or store any Customer Content that
(a) may create any liability, violate any Applicable Laws or result in any harm or injury to R4U or any third party;
(b) involves the publication of any material or content that is false, defamatory, untruthful, unlawful, harassing or obscene;
(c) violates any privacy rights of any third party or promotes bigotry, racism, hatred or harm;
(d) constitutes an infringement of any intellectual property or proprietary rights of any third party; or
(e) contains any software viruses, corrupted data or other harmful, malicious, disruptive or destructive files or content. In addition to the other rights afforded to R4U under this Agreement, R4U reserves the right, but has no obligation, to take remedial action if any Customer Content materially violates any of the terms of this Agreement, which may include the removal or disablement of access to such Customer Content, without any liability to You.
5.4 Customer Conduct. In connection with access to and use of the Services, You will not
(a) engage in any activities that could create any liability, violate any Applicable Laws or result in any harm or injury to R4U or any third party;
(b) attempt to circumvent any content-filtering techniques or security measures R4U employs, or attempt to access any features or areas of the Sites or Services that You are not authorized to access;
(c) engage in any unlawful, harassing, intimidating, predatory or objectionable conduct on the Services;
(d) develop any third-party applications or services that interact with the Sites or the Services without R4U’s prior written consent;
(e) use the Sites or the Services for any illegal or unauthorized purpose or engage in, encourage or promote any activity that violates the terms or conditions of this Agreement;
(f) infringe or violate any intellectual property or proprietary rights of any third party;
(g) create, upload, post or store any Customer Content that contains any software viruses, corrupted data or other harmful, malicious, disruptive or destructive files or content on the Services; or
(h) create, upload, post or store any Customer Content that contains any private or personal information of a third party without such third party’s consent.
5.5 Feedback. You may submit Feedback to R4U at any time. Feedback, whether submitted through the Sites or the Services or otherwise, is non-confidential. R4U will own all rights in and to the Feedback, including all intellectual property rights, and will be entitled to the use such Feedback for any purpose, without acknowledgment or compensation to You.
5.6 General Areas of the Sites. You agree that any Customer Content that is created, uploaded, posted or stored on the Workspace may be viewable by You. You will be solely responsible for any uploading of Customer Content.
6.1 Fees. You will pay all Fees to R4U for the Services. All Fees are payable in United States dollars. Information regarding the Fees and your Subscription Plan are accessible via the website Footer -> INFORMATION: Pricing. You agree to pay all Fees associated with any upgrades made by You via your Workspace Account. Unless otherwise agreed by the parties in writing,
(a) all Fees are based on your Subscription Plan You purchase and not on actual usage;
(b) your payment obligations and Subscription Plan are non-cancelable; and
(c) all Fees paid are non-refundable.
6.2 Changes to Fees. R4U may change the Fees with not less than 14 days’ prior notice to You provided, that any such increase in Fees will not exceed 5% of the Fees in effect during the period prior to such increase (unless the Fees applicable during such prior period were subject to a promotion or discount provided to You by R4U, in which case such increase in Fees may exceed 5%). Any change in the Fees will take effect on the first Billing Period after the 30 day notice period has expired.
6.3 Facilitation of Charges. All Charges are facilitated through a third-party payment processor Stripe, Inc.. Charges shall only be made through the R4U Platform.
6.4 Payment. You will be charged on a recurring basis for the Fees set forth in the Workspace >> Billing of your Workspace Account. You may set up recurring automatic payments for the Fees in the Workspace >> Billing, by designating and maintaining a valid payment method (e.g., credit card or debit card). For recurring automatic payments,
(a) You authorize Stripe, Inc., to charge your designated payment method for the amount of the Fees applicable to each Billing Period on the first day of such Billing Period for the duration of the term of this Agreement; and
(b) You must maintain a valid designated payment method at all times during the term of this Agreement. Any Fees not paid when due will bear interest at the rate of 1.5% per month or the maximum rate permitted by Applicable Law, whichever is less, computed and compounded daily until the date paid. You will reimburse R4U for any costs and expenses (including reasonable attorneys’ fees) incurred by R4U associated with collecting any overdue payments.
6.5 Invoices. R4U invoices after successful payment. You can download invoice in the Workspace >> Billing >> Manage >> BILLING HISTORY.
6.6 Taxes. The Fees and other amounts payable to R4U under this Agreement do not include any taxes, customs, duties, fees or other amounts assessed or imposed by any governmental authority, including VAT and applicable sales tax. You are responsible for paying all taxes applicable to the Services (other than taxes imposed on R4U’s net income). You will pay or reimburse R4U for all such amounts on demand or provide certificates or other evidence of exemption.
6.7 Payment Disputes. If You dispute any Fees due during a Billing Period, You must provide written notice to R4U within 14 days from the payment due date with an explanation of the nature of the dispute. Unless R4U receives a written notice of the dispute within such time period, the Fees due for such Billing Period will be deemed correct and payable in full by You.
7.1 Term. The term of this Agreement will commence on the Effective Date and will continue until this Agreement is terminated by a party pursuant to this 7 or as mutually agreed upon by the parties.
7.2 Term of Your Subscription Plan. The term of your Subscription Plan will commence on the date You purchase the Subscription Plan and will continue for the subscription term applicable to your Subscription Plan as specified at the time You make your purchase. If You upgrade or make changes to your Subscription Plan, such upgrade or changes may affect the term of your Subscription Plan. Any promotions, extensions or additional periods applicable to your Subscription Plan and provided to You by R4U, in our sole discretion, will be deemed to be included in term of your Subscription Plan.
7.3 Auto-Renewal of Your Subscription Plan. The term of your Subscription Plan will automatically renew for successive subscription terms, unless You provide us with written notice of non-renewal at least 14 days prior to the end of your then current subscription term.
7.4 Termination. If either party commits a material breach of this Agreement, the other party may give the breaching party written notice of the breach. Unless otherwise agreed by the parties in writing, the term of this Agreement will terminate immediately if the breaching party does not cure such breach within 30 days after its receipt of such written notice. In addition, R4U may terminate this Agreement, at any time and in our sole discretion, by providing notice to You through the Sites or the Services.
7.5 Effect of Termination. Upon the expiration or termination of your Subscription Term and upon the expiration or termination of this Agreement,
(a) the licenses and rights granted to You will immediately terminate;
(b) You may no longer access and use the Workspace or the Services, and R4U no longer has any obligation to provide the Workspace or the Services to You; and
(c) R4U will make certain Customer Content available for download by You for a period of at least 30 days after the date of such expiration or termination, after which time R4U may permanently delete the Customer Content. If R4U terminates the term of this Agreement pursuant to 7.4 due to a material breach by You, You will immediately pay to R4U all Fees then payable and that would have become due had the term of this Agreement not been terminated. If R4U terminates this Agreement for convenience pursuant to 7.4, R4U will provide a pro-rata refund of any Fees paid by You and applicable to the period following the effective date of termination. The parties’ respective rights and obligations under Sections 3.1 (last sentence), 3.3, 4.4, 5.2-5.6, 6.6, 7.5, 8, 10, 11, 12 and 13, all defined terms and all payment obligations and liabilities accrued prior to the effect date of expiration or termination will survive any expiration or termination of this Agreement.
7.6 Suspension of Services. R4U may suspend access to and use of the Services by You if
(a) You fail to pay any Fees or other amounts due and payable under this Agreement; or
(b) R4U reasonably determines that You has breached or is breaching any of the terms of this Agreement.
8.1. Ownership. The Sites, Services, Documentation and Site Materials constitute or otherwise involve the intellectual property or other proprietary rights of R4U or its licensors. Any customizations of the Services provided by R4U for your use as part of your Subscription Plan pursuant to this Agreement will be exclusively owned by R4U. Except for the license and rights granted to You in 4, nothing in this Agreement will be construed as conferring any right or license to any intellectual property rights of R4U or any third party, whether by estoppel, implication or otherwise. No title to or ownership of the Sites, Services, Documentation or Site Materials, or any corrections, modifications, customizations, revisions, improvements, upgrades, new releases or other changes to the Sites, Services, Documentation or Site Materials, or any intellectual property rights associated with any of the foregoing, is transferred You or any third party under this Agreement.
8.2. Customer Content. As between You and R4U, You will own all right, title and interest in and to all Customer Content. You grant to R4U and its affiliates a nonexclusive, nontransferable right to transmit, process and store Customer Content solely in connection with R4U’s provision of the Services and performance of its obligations under this Agreement. You and R4U will comply with all Applicable Laws in connection with the processing of the Customer Content.
9.1. Security. R4U will implement and maintain reasonable physical, administrative and technical measures in its facilities and on its systems and networks to protect Customer Content from unauthorized access by any third party. R4U will not be responsible for any unauthorized access to any Customer Content that
(a) occurs through your systems or networks;
(b) results from any vulnerabilities or weaknesses in your devices, equipment, facilities, networks or systems;
(c) results from the use or misuse of the Workspace Account; or
(d) results from any breach of your privacy or data protection policies or procedures by You, or any third party.
9.2. Notice. You will immediately notify R4U in writing if any unauthorized use of a Workspace Account, User Account or any other breach of security related to the Workspace or the Services comes to your attention. In the event any unauthorized third party obtains access to the Services directly or indirectly through You, You will take all steps necessary to terminate such unauthorized use and will provide R4U with such cooperation and assistance related to such unauthorized access as R4U may reasonably request.
10.1. Warranties. You and R4U represents and warrants that
(a) this Agreement constitutes a valid and binding agreement enforceable against such party in accordance with its terms;
(b) each has all necessary rights and authority to perform its obligations under this Agreement; and
(c) the performance of this Agreement does not and will not violate the terms or conditions of any other agreement to which such party is a party or by which it is otherwise bound.
10.2. Disclaimers. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, R4U DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITES, SERVICES, DOCUMENTATION AND SITE MATERIALS AND ANY OTHER MATTERS UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF USE OR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT, ANY WARRANTY THAT THE USE OF THE SITES AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND ANY WARRANTIES ARISING BY COURSE OF PERFORMANCE OR TRADE USAGE. R4U MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CUSTOMER CONTENT OR ANY FACILITIES, EQUIPMENT OR SERVICES USED BY YOU IN CONNECTION WITH THE SITES AND SERVICES. TO THE EXTENT THAT R4U MAY NOT AS A MATTER OF APPLICABLE LAWS DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED PURSUANT TO SUCH LAW. R4U MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS OR TIMELINESS OF ANY INFORMATION OR DATA PROVIDED IN CONNECTION WITH OR RESULTS OBTAINED THROUGH USE OF THE SITES, SERVICES, DOCUMENTATION OR SITE MATERIALS. R4U DOES NOT WARRANT THAT THE SITES OR SERVICES ARE FREE FROM BUGS, ERRORS, DEFECTS OR DEFICIENCIES.
To the maximum extent permitted by Applicable Laws, You agree to defend, indemnify and hold harmless R4U, its independent contractors, service providers and consultants, and each of their respective directors, employees and agents (collectively, “Representatives”), from and against any third-party claims, damages, costs, liabilities and expenses (including reasonable attorneys’ fees) arising out of or related to
(a) any Customer Content;
(b) the use of any facilities, equipment or services by You in connection with the Services;
(d) any breach of any Applicable Laws, this Agreement or any rights of any third party by You;
(e) the combination by You of the Services and other products, equipment, software or services not supplied, authorized or recommended in writing by R4U; or
(f) the gross negligence or willful misconduct of You.
12.1. No Consequential Damages. R4U WILL NOT BE LIABLE TO YOU, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR STRICT LIABILITY) OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT, REVENUE OR USE, DAMAGES FOR BUSINESS INTERRUPTIONS OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF THE SITES, SERVICES OR DOCUMENTATION OR THIS AGREEMENT, EVEN IF R4U HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2. Limitation of Liability. IN NO EVENT WILL R4U’S AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE SITES, SERVICES, DOCUMENTATION OR SITE MATERIALS OR TO THIS AGREEMENT (INCLUDING ANY LIABILITY ARISING OUT OF ANY PERFORMANCE, NONPERFORMANCE OR BREACH) EXCEED THE TOTAL AMOUNTS, IF ANY, PAID BY YOU TO R4U UNDER THIS AGREEMENT.
12.3. Limitations Period. YOU AND R4U AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE R4U SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
13.1. Relationship of the Parties. The parties are independent contractors, and nothing in this Agreement creates any other relationship between the parties. Neither party will hold itself out as an agent, subsidiary or affiliate of the other party or has any authority to bind the other party to third party obligations.
13.2. Modifications. R4U reserves the right to alter, modify, add, discontinue or otherwise change the Sites, Services, Documentation and Site Materials from time to time in our sole discretion and without notice.
13.3. Customers. You agree that R4U may identify You as a customer of R4U and may display your user name on R4U’s website and in other promotional materials where R4U identifies its other customers.
13.4. Excused Performance. R4U will not be liable for, or be considered to be in breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control, such as acts of God, floods, fires, earthquakes or other natural disasters, acts of terror, civil disturbances, Internet service provider failures or delays, or failures or delays caused by issues with the facilities, equipment or services maintained by You and necessary for your use of the Services.
13.5. Assignment. You may not assign this Agreement or any of your rights or obligations under this Agreement without the prior written consent of R4U. Any attempted assignment without such consent will be void.
13.6. Waiver. A party’s failure or delay in exercising any right under this Agreement will not limit or operate as a waiver thereof, nor will the waiver of any breach by the other party waive any other or further breach.
13.7. Severability. If any provision of this Agreement is for any reason deemed illegal or invalid, such illegality or invalidity will not affect the validity of the remainder of this Agreement, and each such term or provision will be valid and enforceable to the fullest extent permitted by law.
13.8. Export Restrictions. Any software and all underlying information and technology downloaded or viewed from the Sites (collectively, the “Software or Technical Data”) may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. Appx. §§ 2401 et seq.) and the Export Administration Regulations (“EAR”, 50 C.F.R. Parts 730-774), and may be subject to export or import regulations in other countries. You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, You agree and warrant not to export or re-export the Software or Technical Data to any county, or to any person, entity or end user subject to U.S. export controls, including persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration’s Denied Parties List and the U.S. Department of Treasury’s Specially Designated Nationals. You further warrant that no U.S. federal agency has suspended, revoked or denied its export privileges.
13.9. Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without regard to principles of conflict of laws. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
13.10. Entire Agreement. This Agreement, together with all terms incorporated by reference, sets forth the entire agreement between You, and R4U with respect to your and their access to and use of the Services.