Advertiser & Services Subscribers
Terms and Conditions
("Formerly - Advertising & Listing Terms of Service Agreement")
(Last updated on February 16, 2021)
office.restaurantpassion.com, office.banquetspassion.com, office.weddingpassion.com
Terms and Conditions
These advertiser and services subscribers terms and conditions ("Terms", "Agreement") are an agreement between Restaurant Passion, Inc. ("Restaurant Passion, Inc.", "us", "we" or "our") and the individual sole proprietor, or organized business or organization ("you", "your", “business” “advertiser” or “services subscriber”) that has elected to create an account and/or otherwise use our Services. This Agreement sets forth the general terms and conditions of your use of and participation in the restaurantpassion.com, banquetpassion.com, weddingpassion.com, office.restaurantpassion.com, office.banquetspassion.com, office.weddingpassion.com websites, severally and collectively, and other websites owned by us, including the products and/or services that are advertised, listed and/or displayed on these websites or other websites not owned by us, severally and collectively ("Website" or “Services"). These terms do not govern use of our Website as an individual user.
We reserve the right to change these Terms from time to time, and any revised Terms will supersede prior versions. Any updates to these Terms shall be posted on this website. Unless indicated otherwise, they will be effective on the date listed at the top of the Terms. You acknowledge your responsibility to review our Terms from time to time and to make you aware of any such changes. By using and/or continuing to use any of the Website and/or Services after we post any such changes, you accept the revised Terms.
Scope of Agreement
Acceptance of Terms
You acknowledge that you have read this Agreement and agree to all its terms and conditions. By using the Website or its Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to use or access the Website and its Services.
Term & Termination
This agreement shall be in effect upon creation of a business, advertiser and/or services subscriber profile and/or account on the Website and shall remain in effect until termination of Services by us or you. We reserve the right to refuse to provide you our Services if we believe you are violating our Terms and Conditions or any of our policies as set forth below.
If you create a business, advertiser and/or services subscriber profile and/or account on the Website, you are responsible for maintaining the security of your profile, account, login credentials, passwords, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new profiles and accounts before you may sign in and use our Services. Providing false contact information of any kind may result in the termination of your profile and account. You must immediately notify us of any unauthorized uses of your profile and account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your profile or account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your profile or account for the foregoing reasons, you may not be able to re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.
Advertiser, Business, Services Subscriber Provided Content
All data, information, images, photographs, information, material or communication ("Content") that you submit for display on the Website and/or you submit for transmit, utilizing forms on the Website in the course of using our Services will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. You are solely responsibility for Content that you submit. You represent and warrant the accuracy, quality, integrity, legality, reliability, appropriateness, and your intellectual property ownership and/or obtaining all third party consents for the right to use. We may, but have no obligation, to monitor and review Content on the Website submitted or created by you. You hereby grant Restaurant Passion, Inc. a non-exclusive, irrevocable, royalty-free, transferable, sub-licensable, worldwide license to use, reproduce, adapt, modify, publish, copy, store, transmit, reformat, display or distribute the Content you submit. Without limiting any of your representations or warranties, we have the right, though not the obligation, to, in our own sole discretion, refuse or remove any Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable.
Restaurant Passion Inc Created and Owned Content
All content including but not limited to text, electronic images, virtual tours and video created by us for your advertisement/listing on the website shall remain our property. None of the content created and/or owned by us may be saved, downloaded, copied or reproduced in any form by you, including but not limited to electronic, digital, mechanical, and photocopying without the prior written consent by us. All content on this website is for website user use only. No permission is granted to download, save and/or use any of the content on this website unless the prior written consent is granted by us to do so.
We reserve the right to use, to license and/or allow others to use content created by us in any format, manner and/or media outlet whatsoever including, but not limited to: publicity, advertising, promotion, commercial broadcast, network broadcast, merchandising, and for all other purposes to be determined by us. You acknowledge and agree that all rights now known or hereinafter existing of any kind and nature, including but not limited to copyrights in and to such content created by us, belong to us without reservation of rights in you. You acknowledge and agree that all proceeds generated from the use of and/or license of content created by us belong to us and that you shall have no rights whatsoever therein.
Digital Millennium Copyright Act (DMCA)
Restaurant Passion, Inc. respects the intellectual property rights of others and will make every effort to comply with all copyright laws. If you believe that Content located on or linked to by our site violates your copyright, you are encouraged to notify our DMCA agent immediately so we can take steps to rectify the violation. We will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of others, we may, in our discretion, terminate or deny access to and use of the Website. In the case of such termination, we will have no obligation to provide a refund of any amounts previously paid to us for terminated Services.
Please be advised that you will be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that a product or activity is infringing your copyrights. Thus, if you are not sure content located on or linked-to by the Website infringes your copyright, you should consider first contacting an attorney.
All Infringement Notices need to include the following:
1. An electronic signature of the copyright owner or a person authorized to act on their behalf.
2. An identification of the copyright claimed to have been infringed.
3 A description of the nature and location of the content that you claim to infringe your copyright, in sufficient detail to permit us to find and positively identify that content.
4. Your name, address, telephone number and email address.
5. A statement by you: (a) that you believe in good faith that the use of the content that you claim to infringe your copyright is not authorized by law, or by the copyright owner or such owner’s agent; and (b) under penalty of perjury, that all of the information contained in your Infringement Notice is accurate, and that you are either the copyright owner or a person authorized to act on their behalf.
Infringement Notices should be sent to our DMCA agent:
Phil Nicolosi Law, P.C.
6735 Vistagreen Way
Rockford, IL 61107
P: (815) 314-0022
Billing and Payments
You shall pay all purchases made on this website in accordance with the terms displayed at time of your purchase. All purchases you make on this website are FINAL SALE and NOT REFUNDABLE. Where Services are offered on a free basis no method of payment shall be required. If auto-renewal is enabled for the Services you have subscribed for, your method of payment will be charged automatically in accordance with the term you selected.
YOU ACKNOWLEDGE AND AGREE THAT YOUR FAILURE TO CANCEL ANY RECURRING SUBSCRIPTION BEFORE THE END OF THE FIRST BILLING TERM OR END OF ANY SUBSEQUENT RENEWAL TERM WILL RESULT IN AUTOMATIC CHARGES TO YOUR CREDIT/DEBIT CARD OR OTHER PAYMENT METHOD YOU HAVE PROVIDED FOR THE TOTAL AMOUNTS DUE FOR THE SUBSEQUENT RENEWAL/BILLING TERM AND UPON THE TIME(S) DUE AS STATED UNDER THE TERMS OF THE SUBSCRIPTION. YOU AGREE THAT FAILURE TO CANCEL THIS AGREEMENT SHALL INDICATE YOUR IRREVOCABLE CONSENT AND AUTHORIZATION TO SUCH AUTOMATIC, RECURRING BILLING BY US. YOU AGREE THAT YOU HAVE BEEN GIVEN EVERY OPPORTUNITY TO REVIEW THESE TERMS BEFORE PROVIDING YOUR BILLING INFORMATION.
Sensitive and private data exchange happens over a SSL secured communication channel and is encrypted and protected. Our Website is in compliance with PCI vulnerability standards in order to create as secure of an environment as possible. Antivirus and malware scans are performed on a regular basis for additional security and protection. We reserve the right to change products and product pricing at any time.
Link In Fees and Content Restrictions
You are not permitted to use, or display our owned content on your or third party websites unless you are granted permission to by us. Our owned content includes, but is not limited to electronic images/photography, virtual tours and video. We may charge “link in fees” to display content on your or other third party websites. These fees do not apply to hyperlinks to publicly available web pages on our website. You acknowledge and agree that should you elect to terminate Services, all permissions previously granted by us to you shall immediately terminate and content can no longer be used or displayed by you on your or third party websites.
Content Management System (Formally Dynamic Web Page Services) - Option
Restaurant Passion, Inc. offers a Content Management System service where information stored in Restaurant Passion, Inc. databases for viewing on the Restaurant Passion, Inc. websites can be displayed in conjunction with your website or other third party website. Content management system can include any content you publish to the website. The content management system will allow you to modify you content on our website as well as your website concurrently. If you elect to terminate Services all content controlled trough the content management system will not display on your website. Further, we shall have no obligation to store your content on our servers after account termination. You should make a backup copy of all content you publish to this website.
Pricing For services provided to Advertisers
Pricing for services provided to Advertisers and/or Advertising may vary in different geographical areas and/or jurisdictions. We reserve the right to revise pricing for all fees charged and/or services we provide. Restaurant Passion, reserves the right to revise pricing you pay upon renewal of Advertising and/or Services herein. Restaurant Passion, reserves the right to provide sale price, promotional and/or special pricing to select business(s) at any time at its sole discretion.
Restaurant Passion, Advertising Services currently offered include but are not limited to:
(a) Free Plan, self-setup, offered on the website includes display of business logo, featured photo, menu manager, business description, business hours, driving directions, business contact info.
(b) Basic Plan, self-setup, includes display of business logo, featured photo, menu manager, business description, business hours, driving directions, business contact info, link to your website, business event board, links to third party services (ie. social media – reservations – online ordering etc.) contact business form, *image/photo gallery, *video gallery, link out to *virtual tour.
(c) Standard Plan, self-setup, includes display of business logo, featured photo, menu manager, business description, business hours, driving directions, business contact info, link to your website, business event board, links to third party services (ie. social media – reservations – online ordering etc.) contact business form, *image/photo gallery, *video gallery, link out to *virtual tour, separate listing page photo, ability to disable display of all user provided photos, ability to disable display of all user provided reviews, ability to disable competitor advertisements on your business listing pages.
(d) Managed Plan, we set your account up, includes display of business logo, featured photo, menu manager, business description, business hours, driving directions, business contact info, link to your website, business event board, links to third party services (ie. social media – reservations – online ordering etc.) contact business form, *image/photo gallery, *video gallery, link out to *virtual tour, separate listing page photo, ability to disable display of all user provided photos, ability to disable display of all user provided reviews, ability to disable competitor advertisements on your business listing pages, testimonial widget.
Note: *All plans do not include image/photo, video, or virtual tour preparation. Image/photo and virtual tour preparations are available as options if you do not wish to supply them.
(e) Options are available, display your business on our other website directories, create **custom websites for your business, **content management system (formally external web pages) provides the ability to control your website display content from restaurant passion even if we didn’t build your website, **online gift certificate ordering, photo/image preparations, virtual tour preparations, display advertising options, .
Note: **Options for
custom websites require additional 3rd party services including hosting and SSL
certificates fees. Options for online gift certificate ordering require
additional 3rd party payment gateway and merchant processor fees. Content management
system (formally external web pages) requires additional developer fees for
integration. Business is responsible for paying third party fees. Contact
us for information.
Gift Certificate Program
We provide a service for the business to sell traditional physical gift certificates and electronic gift certificates for user purchase online. All purchase transactions and proceeds for either traditional physical gift certificates and/or electronic gift certificates (eGift Certificates) are funded directly to the business. Restaurant Passion, Inc. is not a party to sales transactions between the business and Website non Advertiser Users.
Gift Certificate & eGift Certificate Conditions
Gift certificate and eGift Certificate purchases are NOT refundable and cannot be redeemed for cash. The non-business Users are purchasing the Gift Certificate and/or eGift Certificate directly from the business selected (seller) and shall be charged for the gift certificates directly from the business. Our role is only to allow the non-business Website User and the business use of our Website based software solution and integration of third party services to facilitate the purchase and redemption of Gift Certificates and/or eGift Certificates between the business and non-business website users. Restaurant Passion, Inc. is not a party to Gift Certificate and/or eGift Certificate sales transactions. You the Advertiser/Business User agree we are not responsible for lost, stolen, compromised or misdirected Gift Certificates and/or eGift Certificates, unprocessed Gift Certificate and/or eGift Certificate orders regardless of cause. You the Advertiser/Business User agree we, are not responsible for lost, misdirected, incomplete or failed Gift Certificate and/or eGift Certificate order submissions. You the Advertiser/Business or Services Subscriber acknowledge and agree that we may maintain a permanent record of the information provided for Gift Certificate and/or eGift Certificate orders and Gift Certificate and/or eGift Certificate redemption history.
You the Advertiser/Business or Services Subscriber agree to indemnify and hold harmless Restaurant Passion, Inc its directors, officers, shareholders, employees, agents, licensors, vendors, advertisers, and Website users from all claims including reasonable attorney’s fees however arising from or related to your Gift Certificate and/or eGift Certificate order, purchase and/or redemption, including but not limited to Website malfunction, data loss, transmitting and/or communications, subsequent handling and/or mishandling of information provided to the business, to us, the third party payment gateway and/or the merchant processor.
Purchased eGift certificates will be accessible from a hyperlink sent to the recipient via email or text. Redemption history can be displayed by clicking a hyperlink on the eGift certificate.
Online Credit Card Orders (Payment Information Provided Online)
We DO NOT store credit card data. We utilize the secure services of a third party “payment gateway” retained by the business. We require online payment transactions be completed via the payment gateway method to allow for “Payment Card Industry” (PCI) compliance.
For information on Payment Card Industry (PCI) compliance please visit:
Gift Certificate Conditions (Traditional Physical Gift Certificates/Cards)
The business must make gift certificates purchased valid for the period required by law. Gift certificates are NOT refundable and cannot be redeemed for cash. The Website User is purchasing the gift certificates from the business selected and shall be charged for the gift certificates directly from the business. Our role is only to allow the business use of our Website based software solution and integration of third party services to facilitate the purchase and redemption of gift certificates between the business and website users. Restaurant Passion, Inc. is not a party to gift certificate sales transactions. The business agrees we are not responsible for lost, stolen, compromised, gift certificates and/or, misdirected and/or unprocessed gift certificates orders regardless of cause. The business agrees we, are not responsible for lost, misdirected, incomplete or failed order submissions. The business acknowledges and agrees that we may maintain a permanent record of the information provided with gift certificate order.
The business agrees to indemnify and hold harmless Restaurant Passion, Inc its directors, officers, shareholders, employees, agents, licensors, vendors, advertisers, and Website users from all claims including reasonable attorney’s fees however arising from or related to gift certificate order, gift certificate purchase, gift certificate redemption, Website malfunction, data loss, process of transmitting gift certificate order and communications, subsequent handling of gift certificate information provided to the business, to us, the Website user, the third party payment gateway and/or the merchant processor.
Upon termination of service, it is the business responsibility to download a copy of gift certificate sales transaction history within (90) ninety days of such termination. Thereafter; transaction information will no longer be made available.
Gift Certificate charges shall be made in accordance with our published pricing that are subject to change without prior notice. Published pricing may be found at https://www.restaurantpassion.com/services. Charges for your participation in Gift Certificate sales shall be billed to your credit card on a monthly basis. We reserve the right to suspend your account and/or your Gift Certificates participation at anytime for non-payment without prior notice.
Electronic Gift Certificate Conditions (eGift Certificates – Display Electronically)
The business must make electronic gift certificates (eGift certificates) purchased valid for the period required by law. eGift certificates are NOT refundable and cannot be redeemed for cash. The Website User is purchasing the eGift certificates from the business selected and shall be charged for the gift certificates directly from the business. Restaurant Passion, Inc. is not the seller of eGift certificates. Our role is only to allow the business use of our web based software solution and integration of third party services to facilitate the purchase and redemption of eGift certificates between the business and website users. Restaurant Passion, Inc. is not a party to eGift certificate sales transactions. The business agrees we are not responsible for lost, misdirected and/or unprocessed eGift certificate orders regardless of cause. The business agrees we, are not responsible for lost, stolen, compromised, eGift certificates and/or misdirected, incomplete or failed order submissions. The business agrees we, are not responsible for software and/or website malfunction. The business acknowledges that it is the sole responsibility of the business to collect all additional amounts due the business from business's customer over eGift certificate redemption value at time of sale. The business acknowledges and agrees that we may maintain a permanent record of the information provided with eGift certificate orders and eGift certificate redemption history.
The business agrees to indemnify and hold harmless Restaurant Passion, Inc its directors, officers, shareholders, employees, agents, licensors, vendors, advertisers, and Website users from all claims including reasonable attorney’s fees however arising from or related to eGift certificate order, eGift certificate purchase, eGift certificate redemption, Website malfunction, data loss, process of transmitting eGift certificate order and communications, subsequent handling of eGift certificate information provided to the business, to us, the Website user, the third party payment gateway and/or the merchant processor.
Upon termination of service, it is the business(‘s) responsibility to download a copy of eGift certificate sales transaction and redemption history within (90) ninety days of such termination. Thereafter; transaction information will no longer be made available. The business acknowledges and agrees that they have an obligation to the eGift certificate purchaser and recipient to accept all valid eGift card balances for payment for business services after termination as required by law and that all eGift card redemption administration is thereafter the responsibility of the business.
eGift Certificate charges shall be made in accordance with our published pricing that are subject to change without prior notice. Published pricing may be found at https://www.restaurantpassion.com/services. Charges for your participation in Text messenger shall be billed to your credit card on a monthly basis. We reserve the right to suspend your account and/or your eGift Certificates participation at anytime for non-payment without prior notice.
Text Messenger – SMS/MMS Text Message Marketing Services
Text Messenger allows Users to receive SMS/MMS mobile messages from you by affirmatively opting into the Service, such as through online webpage, in text message or application-based enrollment forms to receive text messages from Restaurant Passion, Inc. and/or our Advertisers and Services subscribers. Regardless of the opt-in method you utilized to join Text Messenger, you agree that this Agreement applies to your participation in Text Messenger. By your participating in Text Messenger, you agree to send and/or receive automated marketing text messages from phone numbers of Text Messenger users who have opt-in subscriber to this service.
If a user chooses to unsubscribe from any one of our advertisers or Services subscribers Text Messenger texts you agree to no longer communicate by text with the unsubscribed user.
Messenger Service Description
Without defining the scope of the content sent by you and delivered to users via Text Messenger, users that opt-in to Text Messenger can expect to receive from you messages regarding the marketing and sale of products, services, events, discounts and promotions (“Marketing Text Message”).
Cost and Frequency
Text Messenger entails you sending recurring mobile text messages to opt-in Users. The default quantity of mobile text messages sent after the Opt-in process is: a maximum of (2) two Marketing Text Message within seven days (ie. two messages per week max). Additional mobile text messages over the stated frequency may be sent to you periodically based on the users interaction with Restaurant Passion, Inc. and/or you in response to their initiating contact with the sender by sending a text message (“Inbound Text”). Currently Inbound Text Messages, messages that are initiated by users are not supported on Text Messenger and will not be delivered to you. In the future, Text Messenger may be upgraded for you to receive Inbound text messages. Your response to inbound text messages from users shall be considered transactional and are not subject to the (2) two Marketing Text Message limitation herein. Text message charges shall be made in accordance with our published pricing that is subject to change without prior notice. Published pricing may be found at https://www.restaurantpassion.com/services. Charges for your participation in Text messenger shall be billed to your credit card on a monthly basis. We reserve the right to suspend your account and/or your eGift Certificates participation at anytime for non-payment without prior notice.
Currently Inbound Text Messages, messages that are initiated are not supported on Text Messenger and will not be delivered. In the future, Text Messenger may be upgraded for you to receive Inbound text messages. You agree that all reply and/or subsequent text message exchanges in response to Inbound Text from Services Subscriber to Users will be considered transactional text messages and will not be restricted by the Marketing Text Message limit. In addition, mobile text messages may be sent to the opt-in user by Restaurant Passion, Inc., as may be needed for administrative notification and will not be restricted by the Marketing Text Message limit.
Assistance & Instructions
For assistance regarding the Text Messenger for users, the user can text “ASSIST” to the number they received text messages from. If the user sends an ASSIST text message they will receive a message with instructions to Opt-out and a link to the Text Messenger User Terms & Conditions. In the future, users will have the ability to change their preferences from the ASSIST response text message or from an administrative notification from us. User(s) will have the ability to and not be restricted to opt-in and subscribe to other business Text Messenger subscriptions including restaurant Passion, Inc.. From time to time ASSIST reply text messages may be updated with additional helpful information.
Currently Text Messenger does not send MMS messages. In the future Text Messenger may be upgraded for you to send MMS messages. When Text Messenger is upgraded to receive MMS messages, if the user’s mobile device does not support MMS messaging, Text Messenger will send the MMS as a SMS terminating message and as a result may not include all data included in the MMS message that was initiated.
Not all mobile text messaging service providers’ platforms may accept messages from Text Messenger.
Text Messenger is not intended to be used by children under (18) eighteen years of age. You cannot engage children less than thirteen (13) years of age with Text Messenger. Further, we request you do not use or engage children with Text Messenger that are between the ages of thirteen (13) and eighteen (18) years of age, as they must have their parent’s or legal guardian’s permission to do so. Text Messenger service cannot validate a user’s age and/or validate parental consent. By using or engaging with the Text Messenger, you acknowledge and agree that you will not knowingly send messages to children under the age of eighteen (18) years.
Text Messenger Use Must Comply With Law
You agree to use Text Messenger in accordance with the terms and conditions herein, as well as all applicable state and federal laws that Text Messenger is subject to. Text Messenger does not have international text messaging capability. Your use of Text Messenger to receive and/or send text messages is an acknowledgment that you agree you will comply with Applicable Law in the jurisdiction in which you use Text Messenger. In order to confirm your compliance the terms and conditions herein, to ensure that Text Messenger is in compliance with US and international law, we may, periodically review and/or audit your text message conversations with users.
You further agree that all text Messenger users requesting Do-Not-Call (“DNC”) status shall be immediately placed on your DNC accounts list and you further agree that you will not initiate any further text messages or communications of any kind to any user after they request DNC status.
“Think about the content your sending before you send your text”. You are solely responsible for the content off all text message communications you or others you authorize to send text message communications to Tex Messenger users. All activity or omissions that occur under your account, including but not limited to, the content of your messages you or others authorized by you create and transmit through our text messenger Service.
You agree to review the following material: The Telephone Consumer Protection Act (TCPA), Federal Trade Commission, Federal Communications Commission rules, the National DNC list registry rules, as well as various state laws, rules, and regulations in your jurisdiction as well as the recipient users jurisdiction that place restrictions on certain types of phone calls and text messages. Without limitation, you agree you are responsible for all of the legal requirements triggered by any text messages, transmitted by you or others you authorize through Text Messenger.
For information on governmental rules about sending Text Messages and other communications please visit:
Federal Trade Commission, https://www.ftc.gov
Federal Communications Commission, https://www.fcc.gov/
National Do Not Call (DNC) Registry, https://www.donotcall.gov
Prohibited Uses of Text Messenger.
You agree that our Text Messenger Service is to be used for business purposes only. You further agree that your use of our Text Messenger Service shall not be used to do the following: send unsolicited marketing messages or text messages (spam); send calls to emergency and/or life-line services, such as hospitals, fire, police, 911, or other public service telephone numbers; engage more than one line of a multi-line business; collect information about users or any other person without their consent; misleading others as to your identity or the identity of the sender of your text messages; or by creating a false identity; impersonating another person; or transmitting information that is not your property without permission of the owner; transmitting, associating, or publishing any unlawful, racist, harassing, defamatory, abusive, threatening, demeaning, immoral, harmful, vulgar, obscene, pornographic, or otherwise objectionable material of any kind; Transmitting any material that may infringe upon the intellectual property rights of third parties, including patents, trademarks, copyrights, and/or any other third party rights; Transmitting any content contained in your text message that contains viruses, malware and/or malicious code or programs; disrupting our networks or third party networks and/or computer servers and equipment connected to these networks; Engaging in any activity that may be subject it to criminal or civil liability.
No Porting of Text Messenger Telephone Numbers
You acknowledge that Restaurant passion, Inc.is the “customer of record” for all phone numbers provided as part of our Services. As the customer of record, we have certain rights with respect to porting phone numbers. You understand and agree that you may use the phone numbers provided as part of our Services subject to these Terms. Unless otherwise required by law, we reserve the right to refuse to allow you to port away any phone number in our sole discretion.
Right to Reclaim Your Text Messenger Phone Numbers
We reserve the right to reclaim the phone number assigned to your account and reclaim that number to be used by Restaurant Passion, Inc., or others utilizing Text Messenger in the event you do not send adequate traffic utilizing that phone number, where that number is either unutilized or underutilized, as defined by any federal, state, local, carrier, regulatory agency and/or governmental organization with jurisdiction over that phone number. In the event we reclaim that phone number, we will provide you fourteen (14) days advance notice prior to doing so, unless we are prevented from doing so by any federal, state, local, carrier, regulatory agency and/or governmental organization with jurisdiction over that phone number. Further, we reserve the right to reclaim your phone number without notice if your account and/or service is suspended for failure to pay, or is in violation of these terms.
Termination of Text Messenger Service
In the event we or you elect to terminate you use of Text Messenger Services, you can request a list of User opt-in subscriber telephone numbers for use with a another texting service operated by others if done so within 30 days of termination. User opt-in subscriber telephone numbers will not be provided for any other purpose. You agree that you will immediately upon termination notify the User(s) of your change in text message services providers and/or platform, the change in text message number you will use and abide by the current user Opt-in basis of: a maximum of (2) two Marketing Text Message within seven days, until and unless the User affirmatively elects and agrees to a different basis in which to receive text messages from you. You understand that you cannot and agree you will not assign and/or transfer User opt-in subscriber telephone numbers to others and/or use User opt-in subscriber telephone numbers for any other purpose except as agreed herein; unless affirmatively agreed to by the User. You further agree that you will be responsible for all liabilities, civil and/or criminal and agree to indemnify and hold harmless Restaurant Passion, Inc. against same and at your expense defend Restaurant Passion, Inc. with attorneys of our choosing for any action brought against us however arising from your use of User opt-in subscriber telephone numbers with other text message services providers and/or platform. You agree that we can elect not to provide you with User opt-in subscriber telephone numbers if you violate the Terms of this Agreement.
Third Party Advertising On Website
We, at our sole discretion may elect to publish third party, sponsor and affiliate advertisements, (hereinafter "third party advertisements") on any webpage of this Website and/or in conjunction with any content displayed on this Website. Business acknowledges and agrees that we, own all rights of every kind and character to all the proceeds and consideration generated from third party advertisements displayed on Website; financial and or otherwise. Business acknowledges and agrees that Business has NO rights to any consideration and/or compensation financial and/or otherwise generated from third party advertisements displayed on Website.
Third party advertisements may be displayed in any format including but not limited to text, images, banners and video. Business acknowledges and agrees that third party advertisements can be displayed on web pages containing business content and/or in conjunction with any service herein including but not limited to website hosting, online ordering services and/or other businesses advertising on the Website.
Business grants us the right to use content submitted to us for publication as follows:
The term "content" herein shall be defined as all content and information that the business submits to Restaurant Passion, Inc. and/or the Website, submit for transmit utilizing forms on this website, is published on the business Website and/or authorizes Restaurant Passion, Inc. to use in any capacity that Restaurant Passion, Inc. sees fit. The business represents and warrants that: (a) the content is the business original work, (b) the business has full right and power to enter into and perform this Agreement, and has secured all third party consents, necessary to enter into this Agreement and to list the content on our Website, (c) the content does not and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights of publicity or privacy, or moral rights, (d) the content does not and will not violate any law, statute, ordinance or regulation, (e) the content is not defamatory, trade libelous, pornographic or obscene, (f) the content does not contain any viruses or other programming routines that detrimentally interfere with computer systems or data, (g) all factual assertions that the business has made and will make to us, are true, complete and accurate. The business agrees to execute and deliver documents to us upon our request, and such documents shall evidence or effectuate our rights under this Agreement.
The business hereby grant to us, (by the act of, delivering, transmitting, uploading content to us and/or the Website, and/or otherwise authorizing us, to use and/or publish content as described in this agreement) a nonexclusive, worldwide, royalty-free license to:
(a) edit, modify or convert the content into form that will enable us, to display, broadcast, and transmit or otherwise communicate the content in any format, manner and/or media outlet and on any of our owned Website and/or websites owned by others for the purpose of advertising and/or promoting the business products and/or services; and for advertising, promoting and/or selling our Website(s), products, and/or services; and for other purposes including, but not limited to: publicity, advertising, promotion, commercial broadcast, network broadcast, merchandising as determined by us.
(b) edit, modify or convert the content into form that will enable us, to display, broadcast, and transmit or otherwise communicate the content on any type of magnetic and/or digital format storage device and Internet download for the purpose of advertising and/or promoting the business products and/or services; and for advertising, promoting and/or selling our Website, products, and/or services;
(c) reproduce, distribute, display, broadcast, and transmit or otherwise communicate the content for the purpose of advertising and/or promoting the business products and/or services; and for advertising, promoting and/or selling our Website, products, and/or services;
(d) use any trademarks, service marks, trade names, and copyrighted matter incorporated in the content the business sends to us, for the purpose of advertising and/or promoting the business products and/or services; and for advertising, promoting and/or selling our, Website, products, and/or services;
(e) use the name and likeness of any individuals embodied or represented in the content for the purpose of advertising and/or promoting the business products and/or services; and for advertising, promoting and/or selling our Website, products, and/or services.
Accuracy of information
Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, availability, promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Website or on any related Service is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information on the Website including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Website should be taken to indicate that all information on the Website or on any related Service has been modified or updated.
Deletion of Your Data
Our platform hosts and stores Your Business information and/or data. The continued hosting and storage of your Business information and/or data is not guaranteed by us. Unless otherwise agreed between in writing, We may delete Your information and/or data, and You agree to indemnify and hold us harmless including reasonable attorney fees for any damages, losses, or other consequences that You may incur as a result.
If you decide to enable, access, use and/or purchase third-party products and services, be advised that your enablement, access, use and/or purchase of such other products and services are governed solely by the terms and conditions of such other products and services, and we do not endorse, are not responsible or liable for, and make no representations as to any aspect of such other products and services, including, without limitation, their content or the manner in which they handle data (including your data) or any interaction between you and the provider of such other products and services. You irrevocably waive any claim against Restaurant Passion, Inc. with respect to such other products and services. Restaurant Passion, Inc. is not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access, use and/or purchase of any such other products and services, or your reliance on the privacy practices, data security processes or other policies of such other products and services. You may be required to register for or log into such other products and services on their respective websites. By enabling, accessing, using and/or purchasing any other products and services, you are expressly permitting Restaurant Passion, Inc. to disclose your data as necessary to facilitate the use or enablement, access, use and/or purchase of such other products and service.
We perform regular backups of the Website and your Content and will do our best to ensure completeness and accuracy of these backups. In the event of the hardware failure or data loss we will make our best effort to restore backups automatically to minimize impact and downtime. You are solely responsible for the preservation of any Content You submit to us and/or the Website.
During use of the Website, you may enter into correspondence with or participate in promotions of advertisers and/or sponsors showing their goods or services through the Website. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between you and the applicable third-party. We shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.
Links to other websites
Although this Website may link to other websites, we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked website, unless specifically stated herein. Some of the links on the Website may be "affiliate links". This means if you click on the link and purchase an item, Restaurant Passion, Inc. will receive an affiliate commission. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their websites. We do not assume any responsibility or liability for the actions, products, services, and content of any other third-parties. You should carefully review the legal statements and other conditions of use of any website which you access through a link from this Website. You linking to and/or making purchases from any Non Restaurant Passion Inc. owned websites is at your own risk. We shall have no liability, directly or indirectly, for any claim in connection with computer viruses and/or malware resulting from your activity on third party web sites or other websites that may be linked to these third party websites.
In addition to other terms as set forth in the Agreement, you are prohibited from using the Website or its Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. (l) to send commercial information or solicitations via Website forms. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses. Such violation may result in civil and/or criminal penalties against the sender and those assisting the sender.
Intellectual property rights
This Agreement does not transfer to you any intellectual property owned by Restaurant Passion, Inc. or third-parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with Restaurant Passion, Inc. All trademarks, service marks, graphics and logos used in connection with our Website or Services, are trademarks or registered trademarks of Restaurant Passion, Inc. or Restaurant Passion, Inc. licensors. Other trademarks, service marks, graphics and logos used in connection with our Website or Services may be the trademarks of other third-parties. Your use of our Website and Services grants you no right or license to reproduce or otherwise use any Restaurant Passion, Inc. or third-party trademarks.
Disclaimer of warranty
You agree that your use of our Website or Services is solely at your own risk. You agree that such Service is provided on an "as is" and "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any content, material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such content, material and/or data. You should not rely on the Services to attract any new customers to your restaurant or any positive reviews about your restaurant. Furthermore, information contained on the Website and any page linked to and from it is subject to change at any time and without prior notice.
Limitation of Damages
To the fullest extent permitted by applicable law, in no event will Restaurant Passion, Inc., its affiliates, officers, directors, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use or content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if Restaurant Passion, Inc. has been advised as to the possibility of such damages or could have foreseen such damages. To the maximum extent permitted by applicable law, the aggregate liability of Restaurant Passion, Inc. and its affiliates, officers, employees, agents, suppliers and licensors, relating to the services will be limited to an amount not exceeding any total amount actually paid by you to Restaurant Passion, Inc. for the prior one month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose
LIMITATION OF LIABILITY
UNLESS CAUSED BY OUR GROSS NEGLIGENCE OR INTENTIONAL CONDUCT, YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER OF WHATEVER KIND OR NATURE IN CONNECTION WITH ANY OF THE FOLLOWING: (A) THE USE OR INABILITY TO USE OUR WEBSITE AND/OR SERVICES; (B) ANY CONTENT YOU UPLOAD AND/OR TRANSMIT IN CONNECTION WITH THE WEBSITE AND/OR SERVICES; (C) YOUR CONDUCT WHILE USING THE WEBSITE AND/OR SERVICES; (D) ANY INFRINGEMENT BY YOU OF ANOTHER PERSON'S RIGHTS, INCLUDING WITHOUT LIMITATION RIGHTS OF PRIVACY, INTELLECTUAL PROPERTY OR DATA PROTECTION; (E) THE ACTIONS OF ANY INDIVIDUAL USER THAT INTERACTS WITH YOUR BUSINESS THROUGH USE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, ANY BREACH BY THEM OF ANY AGREEMENT ENTERED INTO WITH YOU; OR (F) ANY LOSS OF YOUR DATA STORED BY US DUE TO ANY BREACH OF OUR SERVERS OR DUE TO ANY VIRUSES, MALWARE OR SIMILAR ATTACKS BY THIRD PARTIES ON OUR DATA SERVERS OR DUE TO ANY INTERRUPTION OF THE DATA STORAGE SERVICES PROVIDED TO US BY SUCH THIRD PARTY PROVIDER(S) (G) YOUR USE OF GOODS OR SERVICES PROVIDED BY AND/OR PURCHASED FROM THIRD PARTYS AND/OR OUR AFFILITIES.
WE WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMING UNDER THESE TERMS WHERE SUCH FAILURE OR DELAY IS DUE TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING NATURAL CATASTROPHES, GOVERNMENTAL ACTS OR OMISSIONS, LAWS OR REGULATIONS, TERRORISM, LABOR STRIKES OR DIFFICULTIES, COMMUNICATIONS SYSTEMS BREAKDOWNS, HARDWARE OR SOFTWARE FAILURES, TRANSPORTATION STOPPAGES OR SLOWDOWNS OR THE INABILITY TO PROCURE SUPPLIES OR MATERIALS.
IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY MATTER ARISING FROM, RELATING TO OR CONNECTED WITH OUR WEBSITE AND/OR SERVICES AND/OR THESE TERMS EXCEED VALUE PAID FOR OUR SERVICES PROVIDED TO YOU IN THE PRIOR (12) TWELVE MONTHS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THE FOREGOING SECTIONS MAY NOT APPLY TO YOU.
You agree to indemnify and hold Restaurant Passion, Inc. and its affiliates, directors, officers, shareholders, employees, and agents harmless from and against any liabilities, losses, damages or costs of any kind, including reasonable attorneys' fees, incurred in connection with or arising from any third-party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or in any way relating to your use of the Services and/or due to any willful misconduct on your part.
All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
Choice of Law
The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of New Jersey, United States without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of United States. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state courts located in Morristown, Morris County, New Jersey, United States, and you hereby agree to submit to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
THE PARTIES AGREE TO GIVE UP THEIR RIGHTS TO BRING ANY CLAIMS RELATING TO THIS AGREEMENT (OTHER THAN TO PROTECT THEIR RESPECTIVE INTELLECTUAL PROPERTY RIGHTS) BEFORE A COURT OF LAW OR OTHER LEGAL TRIBUNAL AND TO RESOLVE ALL DISPUTES OR CLAIMS EXCLUSIVELY BY ARBITRATION. Except for actions to protect intellectual property rights and to enforce an arbitrator's decision hereunder, any and all claims, disputes or controversies of whatever kind and nature, whether preexisting, present or future between You and us, our agents, employees, principals, directors, officers, shareholders, members, managers, successors and assigns, to the extent applicable, arising from or relating to this Agreement, its interpretation or validity, shall be resolved exclusively by binding arbitration pursuant to the then-current rules of the American Arbitration Association ("AAA") and shall be administered by the AAA. Notwithstanding the foregoing, to the extent You have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in state or federal court under the terms of this Agreement. Any arbitration proceeding shall be brought and heard in Morristown, New Jersey. The arbitrator shall be authorized to grant any relief available under law or in equity and any award rendered shall be final and conclusive upon the parties, except that the arbitrator shall not be authorized to award punitive damages to either You or us. Any judgment may be entered in any court having jurisdiction and the arbitrator may award reasonable costs and fees, including reasonable attorney's fees and all arbitration fees, to the prevailing party, notwithstanding the then current rules of the AAA.
You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are free to assign any of its rights or obligations hereunder, in whole or in part, to any third-party as part of the sale of all or substantially all of its assets or stock or as part of a merger.
Changes and amendments
We reserve the right to modify this Agreement or its policies relating to the Website or Services at any time, effective upon posting of an updated version of this Agreement on the Website. When we do, we will revise the updated date at the bottom of this page. Continued use of the Website after any such changes shall constitute your consent to such changes
We shall not be liable for any delay or failure in our performance under this Agreement due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of vendors or suppliers, transportation difficulties, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed to host this Website or otherwise fulfill our obligations to You under this Agreement.
This Agreement constitutes the complete and exclusive agreement and supersedes any prior communications, representations or agreements of the parties, and cannot be altered, amended, or modified except in writing executed by an authorized representative of each party. It is further expressly understood and agreed that, there being no expectations to the contrary between the parties, no usage of trade or other regular practice or method of dealing either within the computer software development industry or between the parties shall be used to modify, interpret, supplement, or alter in any manner the express terms of this Agreement or any part thereof.
The parties agree that the waiver by any party of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach by such party.
If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby, and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement.
Click here: www.restaurantpassion.com/contact-us to contact us if you have any questions about this agreement.
(Last updated on February 16, 2021)