SOFTWARE LICENSE AGREEMENT
IMPORTANT: BY USING THE ARC PRODUCT SOFTWARE (AS DEFINED BELOW), DISTRIBITUTED AND LICENSED BY AUTHENTIC RESTAURANT CONCEPTS INC. (“ARC”), YOU ARE AGREEING TO BE BOUND BY THE FOLLOWING TERMS:
- ARC PRODUCT SOFTWARE LICENSE AGREEMENT
- ARC – TERMS OF SALE
- NOTICES FROM ARC.
ARC PRODUCT SOFTWARE LICENSE AGREEMENT
Single Use License
PLEASE READ THIS ARC PRODUCT SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING THE ARC PRODUCT SOFTWARE. BY USING THE ARC PRODUCT SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE ARC PRODUCT SOFTWARE.
Date of Last Update: February 22, 2019 (“Revised Date”)
- The ARC Product Software (including any third party software and updates), documentation, interfaces, content and fonts (collectively the “ARC Product Software”) are licensed, not sold, to you by Authentic Restaurant Concepts Inc. (“ARC”) for use only under the terms of this License. ARC and its licensors retain ownership of the ARC Product Software itself and reserve all rights not expressly granted to you.
- ARC, at its sole discretion, may make available future updates for the ARC Product Software (“Software Updates”). The Software Updates, if any, may include new features and may not necessarily include all existing ARC Product Software features. The terms of this License will govern any Software Updates provided by ARC that replace or supplement the original ARC Product Software, unless such Software Update is accompanied by a separate license in which case the terms of that license will govern.
PERMITTED LICENSE USES AND RESTRICTIONS.
- Subject to the terms and conditions of this License, you are granted a limited non-exclusive, non-transferable and non-sublicensable license to use the ARC Product Software. You may not distribute or make the ARC Product Software available over a network where it could be used by multiple devices at the same time. This License does not grant you any rights to use ARC’s proprietary interfaces and other ARC intellectual property in the design, development, manufacture, licensing or distribution of third party devices and accessories, or third party software applications.
- You may not, and you agree not to or enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the ARC Product Software or any services provided by the ARC Product Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of open-source components that may be included with the ARC Product Software).
- You agree to use the ARC Product Software and the Services (as defined in Section 5 below) in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the ARC Product Software and Services. Features of the ARC Product Software and the Services may not be available in all languages or regions, some features may vary by region, and some may be restricted or unavailable from your service provider. A Wi-Fi or cellular data connection is required for all or some features of the ARC Product Software and Services.
- You acknowledge that many features and Services of the ARC Product Software transmit data and could impact charges to your data plan, and that you are responsible for any such charges.
You may not rent, lease, lend, sell, redistribute, or sublicense the ARC Product Software. You may however, make a one-time permanent transfer of all of your license rights to the ARC Product Software to another party in connection with the transfer of ownership of your business, provided that the party receiving the ARC Product Software License reads and agrees to accept the terms and conditions of this License.
CONSENT TO USE OF DATA.
SERVICES AND THIRD PARTY MATERIALS.
- The ARC Product Software may enable access to App Stores and other ARC and third party services and web sites (collectively and individually, the “Services”). Such Services may not be available in all languages or in all countries. Use of these Services requires Internet access and use of certain Services may require an App Store ID, may require you to accept additional terms and may be subject to additional fees. By using the ARC Product Software in connection with an App Store ID, or other Services, you agree to the applicable terms of service for those Services.
- You agree to use the Services at your sole risk and that ARC, its affiliates, agents, principals, or licensors shall have no liability to you for any content on such Services.
- Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that ARC is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. ARC, its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you.
- Neither ARC, nor any of its content providers guarantees the availability, accuracy, completeness, reliability, or timeliness of data displayed by any Services.
- To the extent that you upload any content or User Data through the use of the Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such content and User Data and that such content and User Data does not violate any third-party rights. You agree that the Services contain proprietary content, information and material that is owned by ARC, or their licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third party or ARC. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services or the ARC Product Software to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services or the ARC Product Software in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that ARC is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services or the ARC Product Software.
- In addition, Services and Third Party Materials that may be accessed, linked to or displayed on or in connection with the ARC Product Software are not available in all languages or in all countries or regions. ARC makes no representation that such Services and Third Party Materials are appropriate or available for use in any particular location. To the extent you choose to use or access such Services and Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws and privacy and data collection laws. ARC and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will ARC be liable for the removal of or disabling of access to any such Services. ARC may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
This License is effective until terminated. Your rights under this License will terminate automatically or otherwise cease to be effective without notice from ARC if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the ARC Product Software.
Sections 4, 5, 6, 7, 8, 9, 11 and 12 of this License shall survive any such termination.
DISCLAIMER OF WARRANTIES.
- You may have legal rights in your country of residence which would prohibit the following limitations from applying to you, and where prohibited they will not apply to you. To find out more about rights, you should contact a local consumer advice organization.
- YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE ARC PRODUCT SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE ARC PRODUCT SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ARC PRODUCT SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ARC AND ARC’S LICENSORS (COLLECTIVELY REFERRED TO AS “ARC” FOR THE PURPOSES OF SECTIONS 7 AND 8 HEREOF) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE ARC PRODUCT SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
- ARC DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ARC PRODUCT SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE ARC PRODUCT SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE ARC PRODUCT SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE ARC PRODUCT SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE ARC PRODUCT SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES.
- YOU FURTHER ACKNOWLEDGE THAT THE ARC PRODUCT SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE USE, FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE ARC PRODUCT SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
- NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ARC OR AN ARC AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE ARC PRODUCT SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL ARC, ITS AFFILIATES, AGENTS OR PRINCIPALS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA (INCLUDING WITHOUT LIMITATION COURSE INSTRUCTIONS, ASSIGNMENTS AND MATERIALS), BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE ARC PRODUCT SOFTWARE AND SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE ARC PRODUCT SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ARC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
In no event shall ARC’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of one hundred and fifty U.S. dollars (U.S. $150.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
The ARC Product Software may contain functionalities that allows it to accept digital certificates either issued from ARC or from third parties. YOU ARE SOLELY RESPONSIBLE FOR DECIDING WHETHER OR NOT TO RELY ON A CERTIFICATE WHETHER ISSUED BY ARC OR A THIRD PARTY. YOUR USE OF DIGITAL CERTIFICATES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARC MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY, SECURITY, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO DIGITAL CERTIFICATES.
You may not use or otherwise export or re-export the ARC Product Software except as authorized by United States law and the laws of the jurisdiction(s) in which the ARC Product Software was obtained. In particular, but without limitation, the ARC Product Software may not be exported or re-exported: (a) into any U.S. embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists. By using the ARC Product Software you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the ARC Product Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
CONTROLLING LAW AND SEVERABILITY.
This License will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
COMPLETE AGREEMENT; GOVERNING LANGUAGE.
This License constitutes the entire agreement between you and ARC relating to the ARC Product Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by an authorized representative of ARC.
THIRD PARTY ACKNOWLEDGEMENTS.
Portions of the ARC Product Software may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the ARC Product Software, and your use of such material is governed by their respective terms.
You agree that any dispute between you and ARC arising out of or relating to this License, the ARC Product Software, the Services or any other ARC products, devices or services (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.
Informal Dispute Resolution: We want to address your concerns without the need of a formal legal case. Before filing a claim against ARC, you agree to try to resolve the Dispute informally by contacting [email protected]. We will try to resolve the Dispute informally by contacting you. If a dispute is not resolved within 30 days after submission, you or ARC may bring a formal proceeding.
We Both Agree To Arbitrate: You and ARC agree to resolve any Disputes through final and binding arbitration, except as set forth under Opt-out of Agreement to Arbitrate below.
Opt-out of Agreement to Arbitrate: You can decline this agreement to arbitrate by contacting [email protected] within 30 days of first accepting these Terms and stating that you (include your first and last name) decline this arbitration agreement.
Arbitration Procedures: The American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Williamson County, Texas or any other location we agree to.
Arbitration Fees: The AAA rules will govern payment of all arbitration fees.
Exceptions to Agreement to Arbitrate: Either you or ARC may assert claims, if they qualify, in small claims court in Williamson County, Texas. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of this License, the ARC Product Software, the Services or any other ARC products, devices or services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
No Class Actions: You may only resolve Disputes with ARC on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under our agreement and this License.
Judicial Forum for Disputes: In the event that the agreement to arbitrate is found not to apply to you or any Dispute, you and ARC agree that any judicial proceeding will be brought in the federal or state courts of Williamson County, Texas. Both you and ARC consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.
Limitation on Claims: Regardless of any statute or law to the contrary, any claim, Dispute or cause of action arising out of or related to your purchase and use of the License, the ARC Product Software, the Services or ARC devices or services must be filed within one (1) year after such claim, Dispute or cause of action arose, or else that claim, Dispute or cause of action will be barred forever.
SOFTWARE LICENSE CHANGES
We may change this SOFTWARE LICENSE from time to time in our sole discretion. If we decide to change this SOFTWARE LICENSE, we will inform you by posting the revised SOFTWARE LICENSE on the Web Site. Those changes will go into effect on the “Revised Date” shown in the revised SOFTWARE LICENSE. By continuing to use the Web Site or our SOFTWARE LICENSE, you are consenting to the revised SOFTWARE LICENSE.
PLEASE PRINT A COPY OF THIS SOFTWARE LICENSE FOR YOU RECORDS AND PLEASE CHECK THE SITE FREQUENTLY FOR ANY CHANGES.