License agreement regarding the use of the application of the Provider by the suppliers of products and/or services

INDIVIDUAL LICENSE
IMPORTANT!!!: PLEASE READ CAREFULLY THIS AGREEMENT AND ANY REPLACEMENT OR AMENDMENT HEREOF BEFORE DOWNLOADING THE APPLICATION AND/OR ANY UPDATE THEREOF, AS APPLICABLE.

I. This agreement (herein after referred to as “the agreement”) is a mandatory, legal and valid agreement between the Provider (herein after referred to as “the Provider” or “we”), having the (contact) details mentioned below at the clause XXXIII and you (herein after referred to as “you” or the “user” or the “supplier” or the “supplier of products and/or services”), as end user of the Provider’s solution (herein after referred to as the “solution” or “the Provider’s solution“ or the “application” or “the software”) and supplier of products and/or services that wishes to supply different products and/or services (hereinafter referred to as the “products” and/or “Services”) to different clients (hereinafter referred to as the “clients”).that are ordering such products and/or services through the solution. The Provider and the supplier of products and/or services will also be hereinafter referred to individually as the “Party” and collectively as the “Parties”

II. The Provider’s solution also includes, without limitation, online software components available as widgets or plug-ins (the widgets), web sections available to you through the Provider’s online platform (the platform), an application for placing/taking orders and afferent software packets and dedicated for different types of smartphones, tablets or other terminals (anyone hereinafter referred to as the “terminals”) and also any (subsequent) upgrade, replacement, restoration, update of the application (“the update”) by the Provider. You are the sole responsible for downloading or not downloading any local level applicable update on the orders’ taking terminal. This agreement, the terms and conditions of this agreement, also include any replacement and/or amendment thereof by the Provider.

III. By installing and/or downloading and/or by using the solution and/or of any update and/or of any parts thereof and/or by pressing the acceptance button and/or by accepting in any way, tacitly or explicitly, of the application, you expressly and unconditionally accept all the terms and conditions of this agreement, including as they will be replaced or amended from time to time, and you undertake yourselves to fully and adequately respect them. If you do not wish to fully and adequately respect the terms and conditions of this agreement, including as they will be replaced or amended from time to time, do not install and/or do not use (any longer) the application and/or any update, as applicable. For the sake of clarity, the acceptance of the terms and conditions of this agreement with the occasion of creating any of your account(s), automatically implies the full and correspondingly applicability of the present agreement also in case of any installing and/or downloading and/or using of the solution and/or of any update and/or of any parts thereof, on any smartphones, tablets or other terminals.

IV. The Provider’s application has as main purpose to allow the clients to order and/or to buy products and/or services from you through the solution (e.g. products that should be delivered to them and/or to be picked-up by them from your location(s), depending on the preference of the clients in this sense) and for this purpose to allow the intermediation of the clients’ access to the information (information) loaded by you in (the platform in relation with (you and/or) the products and/or the services, publicly available and through the interfaces/widgets/application(s) for placing the orders (hereinafter referred to as the “widgets”) accessible from your web site and/or Provider’s web site and/or the intermediation for transmitting the information in relation with the ordering or, buying of the products and/or the services, from you to the clients and from the clients to you through the downloaded application on the smartphones and/or tablets and/or other terminals, as the case may be, as well as any other purposes expressly allowed by the Provider.
You do not have the right to use the Provider’s solution for other purposes than the above-mentioned ones, but only with the express and prior approval of the Provider. You expressly acknowledge and agree that you have the right to use the Provider’s application only as the end user and you are not allowed to use the application for other purposes than those expressly mentioned in this agreement.

V. Under the condition of unconditional, full and adequate acceptance and respect by you of the terms and conditions of this agreement, including as they will be replaced or amended from time to time, the Provider will grant you a limited, nonexclusive and nontransferable right to use the application according to the terms and conditions of this agreement, including as they will be replaced or amended from time to time, and only for the period of time during which you unconditionally, fully and adequately respect the terms and conditions of this agreement, including as they will be replaced or amended from time to time, only until the moment when the present agreement terminates, regardless of the termination reason. The present agreement is valid for a period of 30 days from downloading/using the application and the validity period will automatically extend for successive periods of 30 days if none of the party notifies to the other party the termination of the present agreement before expiration of each validity period, without fulfilling any other previous formality. For the communications with you we may use the electronic contact details for electronic mail provided by you when using the application. Electronic communications are full means of proof regarding the juridical reports between the parties and the communications between them.
The solution is licensed and not sold to you by the Provider, to be used in compliance with the terms and conditions of this agreement, including as they will be replaced or amended from time to time.

VI. The Provider retains the ownership of the Provider’s application, including of the application of taking orders and on the interfaces/widgets/applications for placing the orders and reserves all the rights that are not expressly granted to you.

VII. The Provider, at its sole discretion, can provide you with updates. The updates may not include all the existent functions of the solution or the newly launched functions in other cases.
The Provider, at its sole discretion and without your approval, may update, at any time, (including without limitation the case in which you are using paid solution/part(s) of the solution/functionalities of the solution), including by introducing new functions and/or features and/or modification and/or improvement of some existent functions and/or features, that can be implemented automatically by the Provider. In case you don’t agree with such update you have the right to terminate the present agreement with immediate effect starting with the next month, this being the only remedy applicable in such case.

VIII. The terms and conditions of this agreement, including as they will be replaced or amended from time to time, will govern any and will also be fully applicable to any update, except when a certain update is accompanied by a separate agreement in which it will be expressly specified that it is separately applicable for that update, which case the terms and conditions of that agreement will govern, including as these will be replaced or amended from time to time.

IX. For using the application you may need to have created a valid account and to have downloaded the application for taking the orders on a PC and/or on a smartphone and/or on a tablet and/or on another type of terminal. For using the solution it may be necessary to set the profile from the platform by loading all the information necessary for realizing the orders. For using the solution it may be necessary the use of a PC and/or on a smartphone and/or on a tablet and/or on another type of terminal in order to be able to adequately use the application and to benefit of the available features.
It is possible that the application of taking orders as well as the one for placing the orders cannot be downloaded and/or used on certain PC and/or smartphones and/or tablets and/ certain operating systems or browsers.
You expressly acknowledge and agree that the application is also subject to the terms and conditions imposed by the software platforms through which the application may be downloaded by the user(s).

Without affecting the generality of those mentioned in this agreement, you expressly acknowledge and agree to the fact that:

i) the clients may post comments about your products and/or services and their supplying, may vote in relation to these and may give ratings and reviews in relation to these and any of these may appear on your website and/or on the Provider’s website and/or on Facebook;
ii) any information existent on the widget(s) may appear on the Provider’s website and/or on Facebook and/or it may be sent as Content/part of the Content to any third parties;
iii) at anytime the Provider may impose a payment (remuneration) for using the solution/part(s) of the solution/functionalities of the solution and you can use after this date the solution/part(s) of the solution/functionalities of the solution for which the remuneration was established, as the case may be, only under the condition of accepting and paying the remuneration;
iv) you are fully and exclusively liable (including towards the clients) for the information loaded through the solution and/or for any information to which the clients have access and/or for any information that is transmitted and/or posed at the clients’ disposal by you;
v) you are fully and exclusively liable (including towards the clients) for any products and/or services, authorizations and other necessary permits for commercialising the products and/or services, the quality of the products and/or services and/or for the ordering, the selling and supplying of these, the availability and the existence of the products and/or services, for the prices and/or payment of the products and/or services, promotions and/or discounts, supplying the products and/or services to the minors;
vi) the Provider may use cookies and may store data and/or information in the cookies, including enabling an easier interaction with you;
vii) you can process personal data only after obtaining all the authorizations, approvals and agreements mentioned by the legal regulations in force;
viii) the Provider is not liable in any way in case of modifying and/or withdrawing the orders and/or in case of modifying the products and/or services;
ix) the Content, including the one from the widget may totally and/or partially be also in other languages than the English language or than the language of the clients and the Provider is not liable in any way in such cases;
x) some Content shall be sent by the Provider in your name and/or on your behalf and the Provider is not liable in any way in such cases;
xi) you are fully and exclusively liable for using and proper handling of the information loaded and/or transmitted to/by the clients through the application and/or to any third parties, including on/through any widget, and/or any API, the Provider liability being excluded in such cases;
Except otherwise agreed by the Parties, the payment (remuneration) for using the solution/part(s) of the solution/functionalities of the solution by the supplier(s) may be also as a monthly subscription(s). The supplier(s) agree(s) that the payments can be automatically charged. Except otherwise agreed by the Parties, the supplier(s) agree(s) that there are no refunds but the supplier(s) may terminate the present agreement or the use of the paid solution/part(s) of the solution/functionalities of the solution. Termination is effective starting with the next month.
xii) you are fully and exclusively liable for the payment details (including merchant account details) made available to the clients, including the ones connected with the interface of online orders and/or the ones loaded and/or transmitted through the application, including on/through any widget, the Provider liability being excluded in such cases
xiii) the Provider may offer you the possibility to purchase and/or use certain services and/or products and/or parts of the solution/functionalities of the solution and to pay them using online payments system(s). You agree that the third parties that processes the payments may handle and store the credit card details, in full compliance with the PCI regulations, in a secure format and/or in a cloud vault, for easier (re)payment(s), including (re)-payment(s) for other services and/or products and/or use(s) of the part(s) of the solution/functionalities of the solution. You also agree that the Provider may use its cookies to ease up the association of the secure format card identifier with the data and/or information stored locally on your terminal(s).
xiv) the Provider may also offer you the possibility to use certain facility(ies) and/or functionality(ies) and/or application(s) in relation with the solution (hereinafter referred to as the “optional functionalities associated with the solution”) ; all the provisions regarding the functionalities of the solution shall correspondingly apply also to the optional functionalities associated with the solution. Without affecting the generality of the foregoing, the Provider may also offer you the possibility to use as one of the optional functionalities associated with the solution, the template of different website(s) developed/created by the Provider (hereinafter referred to as the “Provider’s template of different website(s)”) and/or the content of different website(s) developed/created by the Provider (hereinafter referred to as the “Provider’s content of different website(s)”) as these will be provided by the Provider, template and/or the content of different website(s) that are owned by the Provider (the Provider’s template of different website(s) and/or Provider’s content of different website(s) may be hereinafter referred to as together the “template and/or the content of different website(s)” ) and/or the possibility to use different domain(s) registered by the Provider under his ownership and control (hereinafter referred to as the “domain(s) registered by the Provider”). For the sake of clarity, the Provider may offer you the possibility to use the Provider’s template and/or the content of the different website(s) either on the domain registered by the Provider or on the domain registered by you (hereinafter referred to as the “domain registered by the supplier”); in all such cases, the Provider will assure the hosting of such (Provider’s template) website(s).Under the condition of unconditional, full and adequate acceptance and respect by you of the terms and conditions of this agreement, including as they will be replaced or amended from time to time, the Provider will grant you a limited, nonexclusive and nontransferable right to use the optional functionalities associated with the solution (including the Provider’s template and/or the content of different website(s) and/or the domain registered by the Provider) according to the terms and conditions of this agreement, including as they will be replaced or amended from time to time, only for the period agreed with and by the Provider, only for the period of time during which you unconditionally, fully and adequately respect the terms and conditions of this agreement, including as they may be replaced or amended from time to time, only until the moment when the present agreement terminates, regardless of the termination reason or until your above mentioned right to use the optional functionalities associated with the solution is terminated for whatever reason, whichever comes earlier. Your right to use the optional functionalities associated with the solution shall be automatically terminated in case you do not properly fulfil any of the obligations mentioned in relation to the optional functionalities associated with the solution (including the Provider’s template and/or the content of different website(s) and/or the domain registered by the Provider), as the case may be. In case your right to use the optional functionalities associated with the solution is terminated (including the Provider’s template and/or the content of the different website(s) and/or the domain registered by the Provider), such optional functionalities associated with the solution will not be longer be accessible. You have the right to use the optional functionalities associated with the solution (including the Provider’s template and/or the content of different website(s) and/or the domain registered by the Provider) only in relation with the solution and only as long as you are paying the remuneration for using the _optional functionalities associated with the solution (that may be as a monthly subscription(s)), if and as the case may be. The supplier has no right to modify, in any way, the Provider’s template and/or the content of different website(s) and/or the possibility to use different domain(s) registered by the Provider (hereinafter referred to as the “domain(s) registered by the Provider.You agree to the fact that you are not allowed and you agree not to undertake and not to allow any third party, to modify and/or personalize, the Provider’s template and/or the content of different website(s), in any way and for any purpose, regardless of its nature, without the prior written consent of the Provider or otherwise directly and visibly permitted by the Provider’s template and/or the content of different website(s).You agree to the fact that you are not allowed and you agree not to undertake and not to allow any third party, to add and/or personalize content in the Provider’s template and/or the content of different website(s), in any way and for any purpose, regardless of its nature, except in relation with the solution in order to supply different products and/or services, only as directly and visibly permitted by the Provider’s template and/or the content of different website(s) and only in accordance with the legal applicable regulations. You may not use the Provider’s template and/or the content of different website(s) and/or the content that you add/ personalize for any illegal or unauthorized purpose. You must not, in the use of the Provider’s template and/or the content of different website(s) and/or the content that you add/ personalize, violate any laws in the applicable jurisdiction (including but not limited to copyright laws).The Provider may provide, as part of the Provider’s template and/or the content of different website(s), different terms and conditions in relation with such website(s) but you are fully and exclusively liable for drafting, in order to be available on such website(s), the terms and conditions in relation with such website(s), the Provider liability being excluded in such cases. Except otherwise agreed by the Parties, each of the optional functionalities associated with the solution is valid for a period of 30 days and the validity period will automatically extend for successive periods of 30 days if none of the party notifies to the other party the termination of the respective (use) of the optional functionalities associated with the solution before expiration of each validity period/before expiration of the validity period otherwise agreed by the parties for the respective optional functionalities associated with the solution, as the case may be, without fulfilling any other previous formality and without paying any damages for such termination. Electronic communications are full means of proof regarding the juridical reports between the parties and the communications between them.

The user undertakes that for an unlimited period of time (hereinafter as the confidentiality period) not to disclose and not to transmit, under any form and by any means, directly or indirectly, for any reason, to any third party the information that he acknowledged through the application and/or directly from the Provider and that are not public (“Confidential Information”), not to sell and/or assign them, not to use them in the relation with third parties, not to use them, directly or indirectly, for their own use or of a third party, not to permit the access of any third party to the Confidential Information, to use the Confidential Information only for fulfilling the Purpose indicated by the Provider, to protect and to keep this Confidential Information as strictly confidential.

The user undertakes to act only based on the instructions received from the Provider regarding the Confidential Information.
The user undertakes to apply technical and organizational adequate measures for protecting the Confidential Information, including information and/or data representing personal data, against accidental or illegal destroying, loss, modification, disclosure or unauthorized access, especially in case that the respective processing implies data transmissions inside a network, as well as against any form of illegal processing.

X. You agree to the fact that you are not allowed and you agree not to undertake and not to allow any third party, in relation to the application, to copy, decompile, restore, recompile, modify, translate, perform reverse-engineering processes, disassemble, try to derive the source code, perform any tests with the purpose of discovering the source code, decrypt, create any derived products based on the application or perform other similar operations, in relation to the application, in any way and for any purpose, regardless of its nature, without the prior written consent of the Provider.

XI. You agree to use the application in compliance with all the laws in force, including the local laws of the country or region applicable to the present agreement, the ones where you have headquarter or where you are downloading or using the application and you are the sole responsible in this regard.
Without affecting the generality of the foregoing, you must have the legal right to download, install and use the solution according with the applicable legislation.

XII. For the use and access of the application/of certain functions of the application it may be required from your part to use the user name and password combination, registered at the moment of creation /modification of your account.
Registrations through any automated methods are not permitted. You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup/registration process. You are responsible for maintaining the security of your account and password. The Provider cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
You must not misrepresent yourself or take on the identity of someone else in order to complete the signup/registration process /while using the solution.
It is forbidden to give for use in any way, to rent, lease, loan, redistribute and/or sublicence the application.

XIII. By installing and/or downloading and/or by using the solution and/or by tacitly or explicitly accepting in any way the application, you expressly and unconditionally accept to receive solicited and unsolicited communications, regarding and including without limitation, alerts, status notifications, client order details, commercial communications, information (including from the widget), materials and content (any and all of these hereinafter referred to as “the Content”) from the Provider and from third parties, including by the use of automated calling and communication systems that do not require the intervention of a human operator, by electronic mail or by any other method that uses the electronic communication services destined to the public or in any other way through the application. The Provider may use the email addresses of the user, obtained with the occasion of using the application, for performing solicited and unsolicited communications.

XIV. The use of the Content may require access to the Internet, may require the use of the user name and password combination, may require from you to accept some additional terms and conditions, of certain third parties, and may be the object of additional costs – in such case you will be previously notified for payment details. By receiving the Content you understand that you may encounter content that could be considered offensive, indecent or questionable, content that could or could not have been identified as containing explicit language, and that the results of any searches or accessing any URL addresses may generate automatically and unintentionally links or references to other questionable materials. However, you agree to use the Content and any afferent services and/or products at your own risk and the Provider shall not be considered liable for the Content that could be considered offensive, indecent or questionable. Also, you agree to the fact that the Content may contain links to certain websites of third parties.
Regarding the Content from third parties, you acknowledge and agree that the Provider cannot be considered liable for the Content or for any part hereof, for the availability and the reliability of the Content, for the examination or the evaluation of the Content, of the accuracy, the integrality, the actuality, the validity, the observance of the copyrights, the legality, the decency, the quality of the Content or of any other aspect of the Content or of any parts of the Content or regarding the website of third parties. The Provider, its representatives and its affiliated or subsidiary companies do not guarantee, do not approve, do not sustain and do not assume liability to you or any other person for any Content of third parties or regarding the website of third parties, or for any other materials, products or services of third parties.

Also, regarding the Content, you acknowledge and agree that under no circumstances should you rely on the Content in case it may lead to death, personal injury or damage to property or to the environment, to any other damages and/or prejudice, regardless of their nature.
Also, regarding the Content, you agree to the fact that, the Content may include information and materials protected by property rights that are held by the Provider or other third parties, that, the Content may be protected by the laws regarding intellectual property and other laws, including but without limitation to the copyright law. You agree that you will use the Content only in accordance with the modalities expressly permitted, in accordance with this agreement, in accordance with the terms and conditions applicable to the Content, if applicable, as well as in accordance with the legal regulations in force. No part of the Content can be reproduced in any form and by any means. You agree not to give for use, modify, rent, lease, lend, sell, distribute or create derived works based on the Content, in any way and by any means, and that you will not use the Content or the application in any unauthorized way, including but without limitation to the use of the Content and/or the application for transmitting viruses, worms, Trojans or other types of malware or for violating or super-charging the capacity of the network, being fully liable in such cases.
Also, you agree not to use the Content and/or the application in any way for harassing, abusing, spying, threatening, defaming or for breaching or violating in any way the rights of any other parties, and that the Provider shall not in any way be liable for such uses by you, nor for any harassing, threatening, defaming, offensive, illicit or illegal messages or transmissions that you may receive as a result of the use of any of the Services.

Moreover, the Content may not be available in certain languages or certain regions. Regarding the Content, you acknowledge and agree that the Provider cannot be considered liable for the fact that it will be adequate or available for use in a certain geographic region. To the extent that you choose to use or to access the Content, you will be doing it at your own initiative and you are liable for conformity with any legal regulations in force, including but without limitation to the local legal regulations in force.
The Provider reserves the right to modify, suspend, remove or deactivate the access to any Content and/or limit the use and/or the access to any Content, at any time and without prior notification, and the Provider shall in no way be liable in any such cases. the Provider does not have the obligation to keep any kind of information regarding the content.
To the extent that you are uploading any content through the application, you declare that you own all the rights for the respective Content, that you have an authorization or another type of legal permit to upload it and that the respective content does not infringe any of the conditions of use applicable to the Content and that the respective Content is real, correct and updated. The Provider may permit to you to send Content to the clients and for the sake of clarity, the sending of Content to third parties (including Clients) through the solution may be done only with express approval of the Provider.
You are responsible for all Content posted and activity that occurs under your account (even when Content is posted/edited by others to whom you allowed or delegated access rights on your behalf, using your credentials or who have their own accounts to whom you granted delegated access to your account).

In case you requested and/or agreed, directly or indirectly, expressly or tacitly, that your (details from your) account to be created and/or managed and/or modified by a third party ( hereinafter refered to as the “Partner”), you hereby acknowledge and agree that:

i) the Partner used your details in order to create your account on your own name and behalf and accepted in the process of creating the account, the terms and conditions of this licence and
ii) the respective Partner may have access and editing/handling rights to any content, information and data related to your account and its operation and
iii) the Partner shall have the right to change any settings and/or other details in your account and;
iv) without affecting the generality of the foregoing, the Partner shall have the right to manage/change on your behalf the payment details (including merchant account details) made available to the clients, including the ones connected with the interface of online orders and/or the ones loaded and/or transmitted through the application, including on/through any widget, the Provider liability being excluded in such cases and;
v) the Partner is entitled from the Partner’s account to have access to any content, information and data related to your account and its operation and to modify any of these; such right can be revoked at any time with your express written request sent to us from the email address that you also use to login on the admin area of your restaurant account. Such revocation also means that you recounce to any services, products content and/or benefits that were provided to you by or through the Partner’, in conjunction with the operation of the solution, as mutually agreed between you and such Partner. For the sake of clarity the direct access to your account is your responsibility.

You and your Partner are fully and exclusively liable in such cases, the Provider liability being excluded in such cases.

XV. To the maximum extent permitted by the legal regulations in force, you acknowledge and agree expressly with the fact that the use of the application and of any content shall be done on your own responsibility and at your own risk and you fully assume the risks regarding the performance, accuracy and quality with regard to the application and/or the Content.
To the maximum extent permitted by the legal regulations in force, the application and the Content are made available “as is” and “based on availability”, with all the omissions, errors or defects and without any type of warranty and you acknowledge and agree expressly that the Provider does not assume any kind of responsibility and does not grant any kind of warranty regarding the application and/or the Content, either implied or express, legal or not, warranties regarding quality, the method of use, conformity for a certain purpose, peaceful and useful use, warranty for defects, non-infringement of third party rights, the Provider being exonerated of any liability in any such cases.
You expressly acknowledge and agree that the Provider does not guarantee the fact that the use of the application and of any Content will be free of problems and/or uninterrupted and/or will meet your requirements and/or it will be free of errors and/or the fact that any errors or defects of the application and/or of the Content will be corrected and/or the fact that the application will be compatible and/or will function with any software, hardware and/or applications of third parties and it will not affect in any way the use of any of them.
You expressly acknowledge and agree that the application and/or the Content are not destined for the use in situations which, regardless of the reasons, may lead to death, personal injury or damage to property or to the environment, to any other damages and/or prejudice, regardless of their nature.
You expressly acknowledge and agree that no act, regardless of its nature, including any information, action, omission or recommendation from any of the parties will represent any guarantee regarding the application and/or the Content.
You expressly acknowledge and agree that you will bear all the costs for all the repairs and remedies in case of any errors, omissions or defects of the application and/or the Content.

Certain jurisdictions do not allow total exclusion of the guarantees or limitations of the applicable legal rights and in these cases your rights stipulated by the imperative legal regulations are not affected, you benefit from the guarantees stipulated by the imperative legal regulations and the exclusions and the limitations above will not apply in the cases forbidden by the legal regulations in force.

XVI. To the maximum extent permitted by the legal regulations in force, you expressly acknowledge and agree to the fact that, the Provider is not liable for any kind of damages, including direct and/or indirect damages and/or personal injury, resulted from or related to the use of the application and/or of the Content, regardless of the method of use and whether the Provider was warned about the occurrence of such damages or if the possibility of occurrence was reasonably foreseeable.
Certain jurisdictions do not allow the limitation of liability in certain cases or for certain types of damages and/or injuries and in these cases your rights stipulated by the imperative legal regulations are not affected and the exclusions and the limitations above will not apply in the cases forbidden by the legal regulations in force.

XVII. To the maximum extent permitted by the legal regulations in force, you acknowledge and agree expressly to the fact that you cannot use, export or re-export the application and/or the Content and if by exception you have expressly obtained in this regard you cannot use, export or re-export the application and/or the Content except in compliance with the legislation of the United States of America and with the legislation from the jurisdictions where the application and/or the Content was/were obtained and the legislation of the place where it is intended to be imported, exported and/or re-exported and cannot be exported or re-exported in any countries under embargo. By the use of the application you declare and guarantee that you are not in any of these countries nor on any of these lists. Also, you agree that you will not use the application for any purposes forbidden by any legislation, including, without limitation, the development, design, manufacturing, production and/or selling of missiles, nuclear, chemical or biological weapons.
You may not use the application for any illegal or unauthorized purpose. You must not, in the use of the application, violate any laws in the applicable jurisdiction (including but not limited to copyright laws). You are not allowed to use the application for selling pharmaceutical and/or ethno-botanical products or other similar products.

XVIII. The application is licensed to the user representing a Government or another company, authority, institution, association, etc., with the same rights as it is licensed to the other end users, in compliance with this agreement and only as restricted software, without the possibility of use for purposes other than the ones stipulated in this agreement.

XIX. Some parts of the application can use or include software from third parties and other materials protected by copyrights. You expressly acknowledge and agree to the fact that, the licensing conditions and the liability limitations for such software and/or the conditions of use for such software must be observed irrevocably by you in addition to the terms and conditions of this agreement.

The application is protected by the regulations regarding the copyrights and the international treaties in the field. You agree to the fact that you are not allowed and you agree not to undertake and not to allow any third party, in relation to the application, the distribution, the reproduction, the rental, the loan, the communication, broadcasting and retransmission of the application and/or the realization of derived products in relation with the application. The breach of the aforementioned may lead to criminal and/or civil actions and to fines or damages.
The user has the obligation to defend and indemnify the Provider for and against any claims, complaints and/or lawsuits, resulting from the infringement by the user of intellectual property rights or other protected rights, damages, costs, charges and expenses of any kind, in relation to improper fulfillment by the user of any obligation(s) in relation with the products and/or services and/or the order and/or the buying and/or delivery of the products and/or services and/or in relation with any requests of the clients in relation with the products and/or services.

XX. Parties agree and declare that they are not in a state of need, that they have the necessary knowledge and experience for understanding and negotiating the present contract and that they have the possibility of hiring consultants for understanding and negotiating the clauses of the present contract and the counter services of each party have been negotiated and reasonably settled, one in consideration of the other, the parties expressly declaring that none of the clauses fulfills the conditions of lesion.

XXI. Parties agree and declare that they assume any exceptional and/or unpredictable changes of the facts intervened after conclusion of the present contract, including without limitation any changes that would make real unjust to obligate any of the party to execute the obligation, as well as any risks referring to these changes and confirm the inexistence of the right of requesting in court for adaptation or termination of the contract in case of unforeseeable.

XXII. Parties agree and declare that they have negotiated all clauses from the content of the present contract, that the provisions of the contract totally represent the terms applicable to this and that they totally agreed upon essential elements and upon secondary elements, except for the elements expressly mentioned to be later agreed upon.

XXIII.Parties agree and declare that they expressly agree with its terms and conditions, as well as with any other clauses from the agreement’s content that might be considered as unusual.

XXIV. he user is rightfully in delay when completing the term when he should have executed any of the obligation and he did not fulfill it or he improperly fulfilled it.

XXV. The parties to this agreement agree to the fact that any dispute arising out of or in connection with this agreement, including the conclusion, execution or termination, shall be settled by the competent courts from the headquarter of the Provider, excluding the possibility of reference to conflict of laws.

XXVI. In case any provision of this agreement is and/or becomes void, illegal, invalid or inapplicable, it shall not affect the validity or the applicability of the other contractual clauses, which shall continue to be in force and to produce legal effects as if the void, illegal, invalid or inapplicable clause was not part of this agreement.

XXVII. The obligations and/or responsibilities which by their nature extend their applicability after the termination of this agreement shall maintain the validity and shall produce effects, including those outstanding obligations of the contracting parties.

XXVIII. The user is not entitled to assign this agreement and/or to transfer otherwise, in total or in part, any of the rights and/or the obligations arising from this agreement without the prior written consent of the Provider. The user agrees expressly that the Provider can assign this agreement to a third party, will be able to substitute a third party in the relations arisen from the agreement, the assignment producing effects towards the user the moment the substitution is notified, and starting that moment the Provider is freed from any obligations towards the user.

XXIX. In this agreement the plural shall include the singular and vice-versa.

XXX. A waiver of any right becomes effective only if made in written and signed by both contracting parties.

XXXI. This agreement contains all the understandings between the Parties and supersedes any prior understandings, written or verbal, regarding the subject matter of this agreement and represents the entire agreement between you and the Provider in this regard.

XXXII. This agreement will be construed and governed by the law from the headquarter of the Provider, which is the applicable law in case of any disputes that may occur in relation to this Agreement, excluding the possibility of reference to conflict of laws. This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is excluded expressly.

XXXIII. The version in English language of this agreement will prevail over any other version in any other language, which will be drafted only for the local needs, except for the situation when this is not forbidden by the local regulations from certain jurisdictions. The Provider is the company GlobalFood Tech SRL, J40/8605/2013, also the owner of www.globalfoodsoft.com site, where identification data and other details of the Provider are available and updated from time to time, depending on the Provider’s ability to make closer contact points available for each geographical area.

XXXIV. Any of the parties is entitled to unilaterally terminate this agreement with notice sent to the other party, without any other prior formalities and without the right to compensation for you and the Provider has the right to limit or cease the access to the application. This agreement is rightfully terminated, without putting in delay (which will result from the simple fact of non-execution /inadequate execution), without any other prior formalities and without a judicial or extrajudicial procedure, in case the user inadequately fulfills any of his/her obligations; such termination will have as effect the termination/cancellation or suspension of your account. With the exceptions of the due rights at the termination date, after the termination of this agreement you no longer have any rights resulted from the agreement and you bind yourselves to cease any use of the application.

XXXIV. PERSONAL DATA PROCESSING PROVISIONS – PROVIDER (CONTROLLER) – SUPPLIER OF PRODUCTS AND/OR SERVICES (CONTROLLER)

1. In the execution of the present agreement and/or in the execution of the agreement(s) that each Party has with the clients [“agreement(s) with the clients”] , each of the Parties process, as a Controller, a set of personal data of the clients (“personal data of the clients”) and the personal data of the contact persons of the other Party (“personal data of the contact persons”), as disclosed by the other Party (personal data of the clients and the personal data of the contact persons will also be hereinafter referred to as the “personal data”), and for such purpose the Parties undertake to comply with the personal data processing regulations, including without limitation the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”), applicable from 25 May 2018, as, and if the case may be.

2. Without affecting the generality of the foregoing and for the sake of clarity, except for the ones mentioned in the Data Protection Addendum (“DPA”) between the Parties (on the basis of which the Provider will process, as Processor, on behalf of the supplier of products and/or services, personal data of his clients), each Party acknowledge and agree that shall independently determine the purpose(s) and the means of the processing of the personal data of his clients and of the personal data of the contact persons. Specifically, except for the ones mentioned in the Data Protection Addendum between the Parties, the Parties hereby agree and acknowledge that they will not act as either joint controllers or be in a controller-processor relationship, but each Party shall act as an independent data Controller for the processing(s) of the personal data of his clients and of the personal data of the contact persons and no Party accepts any liability for a breach of the relevant applicable law by the other Party in relation with such processing(s).

3. The Provider collects and processes, as Controller, the personal data of his clients, determining the purposes and the means of processing the personal data of the clients, in order to perform the agreement with the clients and in order to take steps at the request of the client (also referred to in this section the “data subject ”) prior to entering into an agreement, as the case may be.

4. The Provider will provide to the supplier of products and/or services the personal data of the clients and, the supplier of products and/or services, as Controller, will process the personal data of the clients, for its own purposes, in order to take steps at the request of the client prior to entering into a contract and in order to perform the contract with the clients, for providing the products and/or services ordered by the clients.

5. Each Party discloses to the other Party, for the purpose of the agreement, the personal data of the contact persons which will be processed independently by each of the Parties.

6. Each party will process the personal data of the contact persons solely for the purpose of execution and performance of the present agreement and/or the fulfilment of any legal obligations and/or for any other purposes according to the personal data processing regulations

7. The supplier of products and/or services will comply with all the obligations provided by the personal data processing regulations which are applicable to him as a controller, including without limitation, offering the appropriate information to the clients in relation to the processing of the personal data for its own purposes, setting appropriate terms for the storage of the personal data, etc.

8. The supplier of products and/or services will determine the implementation of appropriate technical and organizational measures so as to ensure the security of the personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, and all the other unlawful forms of processing of these personal data which are processed under the present agreement. In this respect, the supplier of products and/or services shall be solely liable for ensuring limitation of access and the confidentiality and security of access data – to the data base of the clients held by the Provider for the supplier of products and/or services – including the ones that are in its possession (e.g., password and username) and for the implementation of any other organizational measures for the protection of the personal data accessed via the solution or otherwise obtained from the Provider under the present agreement and processed in its own systems/data bases.

9. Where the Provider is obliged pursuant to the GDPR to erase the personal data of any client, the Provider will inform the supplier of products and/or services which is processing the personal data that the respective client (data subject) has requested the erasure, and the supplier of products and/or services undertake to erase any links to, or copy or replication of, those personal data, if there is no other legal ground for the processing, and, in such case, the supplier of products and/or services, taking account of available technology and the cost of implementation, shall take reasonable steps, including technical measures, to inform any parties to whom disclosed the personal data of the respective client, that the respective client (data subject) has requested the erasure of any links to, or copy or replication of, those personal data .

10. If technically possible and only at the request of the supplier of products and/or services, we may provide website hosting services for supplier of products and/or services, including website templates that they may publicly use to display information and interact with the clients. For the privacy policy used on such websites, as well as for the supplier of products and/or services business terms presented to end-users there, the supplier of products and/or services is fully responsible for assuring that the privacy policy (including cookie policy) as well as the supplier of products and/or services business terms used on such websites wer properly presented on their behalf, in full compliance with GDPR, as and if the case may be, and applicable local regulations.

11. If technically possible and only at the request of the the supplier of products and/or services, we may provide native mobile apps branded for the supplier of products and/or services, on behalf of the supplier of products and/or services, based on the DPA, that the clients may install to find information about the Controller and order online and that the supplier of products and/or services may publicly use to display information and interact with food clients. For the privacy policy used on such native mobile applications, as well as for the supplier of products and/or services business terms presented to clients there, the supplier of products and/or services is fully responsible for assuring that the privacy policy as well as the supplier of products and/or services business terms used on them was properly presented on their behalf, in full compliance with GDPR, as and if the case may be, and applicable local regulations.

12. For all the client’s private data uploaded by the supplier of products and/or services in any database from any sources, if any, the supplier of products and/or services is fully responsible for assuring that such data is in full compliance with GDPR, as and if the case may be, and applicable local regulations.

13. The terms used in the present section will have the meaning defined in the GDPR and in the agreement unless the context otherwise requires or it is otherwise provided here.