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This Oracle Restaurants Online Ordering eStore Agreement (this “Agreement”) is between Oracle America, Inc. (“Oracle,” “we,” “us,” or “our”) and the person that has agreed to this Agreement (“You” or “Your”). This Agreement sets forth the terms and conditions that govern Your use of the Oracle Online Ordering eStore website and/or mobile application only (hereinafter referred to as the “Application”) to place orders with participating third party restaurants. To clarify, this Agreement governs your use of the Application and any orders placed directly with Oracle, if applicable. Any orders placed directly with participating third party restaurants using the Application are subject to the terms and conditions agreed to between You and such participating third party restaurant.
1. USE OF THE SERVICES
1.1 Oracle will make the Application available to You for placing orders and interacting directly with participating restaurants pursuant to this Agreement. Except as otherwise stated in this Agreement, You have the non-exclusive, worldwide, limited right to use the Application on a monthly basis, renewing automatically ("Services Period"), unless earlier terminated in accordance with this Agreement. By installing, downloading and/or by using the Application and/or any update and/or any parts thereof and/or by placing an order and/or by accepting in any way, tacitly or explicitly, the Application, You expressly and unconditionally accept all of the terms and conditions of this Agreement, including the Oracle eStore Privacy Policy available at: https://www.restaurantlogin.com/privacy.
1.2 During the Services Period, we may update the Application to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of Third Party Content (as defined below). Oracle updates to the Application will not materially reduce the level of performance, functionality, security or availability of the Application during the applicable Services Period, however, if You do not accept technical updates to the Application, Your functionality may be impacted and Oracle will neither have an obligation to assist with technical issues associated with Your failure to implement the technical updates nor any liability for performance issues as a result of Your failure to implement the technical updates.
1.3 You may not, and may not cause, aid, abet or permit others to: (a) use the Application to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe intellectual or other property rights; sell, manufacture, market and/or distribute any product or service in violation of applicable laws; or otherwise violate applicable laws, ordinances or regulations; (b) perform or disclose any benchmarking or availability testing of the Application; (c) perform or disclose any performance or vulnerability testing of the Application, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Application; or (d) use the Application to perform cyber currency or crypto currency mining ((a) through (d) collectively, the “Acceptable Use Policy”). In addition to other rights that we have under this Agreement, we have the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action may include, without limitation, removing or disabling access to material that violates the policy and/or terminating Your use of the Application.
2. FEES AND PAYMENT
All fees payable, if any, are due immediately unless otherwise stated in an order. Once placed, Your order with Oracle, if any, is non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or such order. You will pay any sales, value-added or other similar taxes imposed by applicable law, except for taxes based on our income. Fees for the Application, if any, are exclusive of taxes and expenses, unless expressly stated otherwise in an order.
3. OWNERSHIP RIGHTS AND RESTRICTIONS
3.1 You retain all ownership and intellectual property rights in and to Your Content (as defined below). We or our licensors retain all ownership and intellectual property rights in and to the Application, derivative works thereof, and anything developed or delivered by or on behalf of us under this Agreement.
3.2 Upon installation/download/use of the Application by You, You have the non-exclusive, non-assignable, royalty free, perpetual, limited right to use the Application solely for Your personal use and subject to the terms of this Agreement.
3.3 You may have access to Third Party Content through use of the Application. All ownership and intellectual property rights in and to Third Party Content and the use of such content is governed by separate third party terms between You and the third party.
3.4 You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Application (including data structures or similar materials produced by programs); (b) access or use the Application to build or support, directly or indirectly, products or services competitive to Oracle; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Application to any third party.
4. NONDISCLOSURE
4.1 By virtue of this Agreement, the parties may disclose to each other information that is confidential (“Confidential Information”). You agree to disclose only information that is required for the performance of obligations under this Agreement. Confidential Information shall be limited to the terms and pricing under this Agreement and the Oracle order (if applicable), and Your Content residing in the Application.
4.2 A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.
4.3 Each party agrees not to disclose the other party’s Confidential Information to any third party, except that Oracle may share Confidential Information with participating restaurants anticipated by this Agreement.
5. PROTECTION OF YOUR CONTENT
5.1 When You place an order with a restaurant using the Application, certain personal information such as Your name, phone number, and email address may be stored with Oracle to facilitate Your transactions with restaurants. The Oracle eStore Privacy Policy available at: https://www.restaurantlogin.com/privacy describes what information we collect about You, how we use personal information, and how You can contact us with a privacy inquiry (e.g., requests to access or delete your information) related to Your personal information stored by Oracle. You may not provide Oracle with any data under this Agreement that imposes specific data security or data protection obligations on Oracle (e.g., certain regulated health or payment information). If you have a question about a specific restaurant’s privacy or information handling practices, then You must contact such restaurant directly.
5.2 Each participating restaurant is an independent data controller and is solely responsible and liable for its use of the Application in compliance with applicable data protection laws, including for their own marketing activities and practices. If You have a question or complaint about a specific restaurant’s privacy or information handling practices, then You must reach out to that restaurant directly.
6. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
6.1 You represent that You have validly entered into this Agreement and that You have the power and authority to do so.
6.2 ORACLE PROVIDES THE APPLICATION "AS IS" AND DOES NOT WARRANT THAT THE APPLICATION WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT ORACLE WILL CORRECT APPLICATION ERRORS, OR THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. ORACLE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE APPLICATION THAT ARISE FROM YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES.
6.3 TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY
7.1 IN NO EVENT WILL ORACLE OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION.
7.2 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ORACLE AND OUR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID FOR THE APPLICATION IN THE MONTH IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE LIABILITY.
8. INDEMNIFICATION
Oracle has no indemnification obligations under this Agreement.
9. TERM AND TERMINATION
9.1 The term of this Agreement is monthly from the moment You download and/or access the Application and will automatically extend monthly if neither party notifies the other party in writing of its intention to terminate this Agreement prior to the expiration of the then current monthly term. If You do not use the Application for a period of 3 months or longer, then this Agreement will automatically be deemed terminated with no further obligation by Oracle. Even if terminated, this Agreement will continue to govern any order placed directly with Oracle for the duration of the Services Period of such order, if applicable.
9.2 We may suspend Your access to, or use of, the Application if we believe that (a) there is a significant threat to the functionality, security, integrity, or availability of the Application or any content or data; (b) You are accessing or using the Application to commit an illegal act; or (c) there is a violation of the Acceptable Use Policy; or (d) You provided false account or payment information or Your digital payment method is refused. When reasonably practicable and lawfully permitted, we will provide You with advance notice of any such suspension. Any suspension under this Section shall not excuse You from Your payment obligations, if any.
9.3 If You breach this Agreement or any Oracle order and fail to correct the breach within 10 days of written specification of the breach, then Oracle may terminate: (a) in the case of breach of any Oracle order, the order under which the breach occurred; or (b) in the case of breach of this Agreement, this Agreement and any Oracle orders that have been placed under this Agreement. If we terminate any Oracle orders as specified in the preceding sentence, You must pay within 10 days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the terminated Oracle order(s) plus related taxes and expenses. You agree that if You are in default under this Agreement and/or an Oracle order, You may not use the Application.
9.4 Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive.
10. THIRD PARTY CONTENT, SERVICES AND WEBSITES
10.1 The Application may enable You to link to, transfer Your Content or Third Party Content to, or otherwise access, third parties’ websites, platforms, content, products, services, and information (“Third Party Services”). Oracle does not control and is not responsible for Third Party Content or Third Party Services. You are solely responsible for complying with the terms of access and use of Third Party Services, and if Oracle accesses or uses any Third Party Services on Your behalf to facilitate performance of the Application, then You are solely responsible for ensuring that such access and use, including through passwords, credentials or tokens issued or otherwise made available to You, is authorized by the terms of access and use for such services. If You transfer or cause the transfer of Your Content or Third Party Content from the Services to a Third Party Service or other location, that transfer constitutes a distribution by You and not by Oracle.
10.2 Any Third Party Content we make accessible is provided on an “as-is” and “as available” basis without any warranty of any kind. We disclaim all liabilities arising from or related to Third Party Content.
10.3 You acknowledge that: (a) the nature, type, quality and availability of Third-Party Content may change at any time during the Services Period, and (b) features of the Application that interoperate with Third Party Services, such as Facebook™, YouTube™, X™, etc., depend on the continuing availability of such third parties’ respective application programming interfaces (APIs). We may need to update, change or modify the Application under this Agreement as a result of a change in, or unavailability of, such Third-Party Content, Third Party Services or APIs. Any change to Third Party Content, Third Party Services, or APIs, including their unavailability, during the Services Period does not affect Your obligations under this Agreement or the applicable Oracle order, and You will not be entitled to any refund, credit or other compensation due to any such changes.
11. SERVICE MONITORING, ANALYSES AND ORACLE-PROVIDED SOFTWARE
11.1 Oracle may monitor the Application to facilitate Oracle’s operation of the Application to detect and address threats to the functionality, security, integrity, and availability of the Application as well as any content and/or data in the Application and to detect and address illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing in the Application, except as needed for such purposes. Oracle does not monitor, and does not address issues with, non-Oracle software provided by You that is stored in, or run on or through, the Application. Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license management purposes.
11.2 We may: (a) compile statistical and other information related to the performance, operation and use of the Application, and (b) use data from the Application in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (above clauses (a) and (b) are collectively referred to as “Service Analyses”). We retain all intellectual property rights in Service Analyses.
12. EXPORT
You agree to comply with all export laws (including “deemed export” and “deemed re-export” regulations) while using and accessing the Application. You agree that no data, information, software programs and/or materials resulting from the Application (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
13. FORCE MAJEURE
Oracle shall not be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including, without limitation, an embargo, economic sanction or the denial or cancelation of any export, import or other license); or other event outside the reasonable control of Oracle. This Section does not excuse Your obligation to pay any outstanding fees owed to Oracle.
14. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of California and each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts in San Francisco or Santa Clara counties in California in any dispute arising out of or relating to this Agreement. The Uniform Computer Information Transactions Act does not apply to this Agreement or to orders placed under it.
15. ASSIGNMENT
You may not assign this Agreement or give or transfer the Application or any interest in the Application to another individual or entity.
16. OTHER
16.1 We are an independent contractor, and each party agrees that no partnership, joint venture, or agency relationship exists between the parties.
16.2 Our business partners and other third parties, including any third parties with which the Application has integrations, are independent of Oracle and are not Oracle’s agents. Even if recommended by us, we are not liable for, bound by, or responsible for any problems with the Application or Your Content arising due to any acts or omissions of any business partner or third party.
16.3 If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement.
16.4 Except for actions for non-payment or breach of Oracle’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one year after the cause of action has accrued.
17. ENTIRE AGREEMENT
17.1 You agree that this Agreement and the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable Oracle order, if applicable, is the complete agreement for the Application and supersedes all prior or contemporaneous agreements, proposals, negotiations, demonstrations or representations, written or oral, regarding Oracle products and services.
17.2 It is expressly agreed that the terms of this Agreement and any Oracle order, if applicable, shall supersede the terms in any purchase order, procurement internet portal, or other similar non-Oracle document and no terms included in any such purchase order, portal, or other non-Oracle document shall apply to Your Oracle order. No third party beneficiary relationships are created by this Agreement.
18. AGREEMENT DEFINITIONS
18.1 “Third Party Content” means all software, data, text, images, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Oracle that You may access through, within, or in conjunction with Your use of, the Application. Examples of Third Party Content include data feeds from social network services, rss feeds from blog posts, Oracle data marketplaces and libraries, dictionaries, and marketing data. Third Party Content includes third-party sourced materials accessed or obtained by Your use of the Services or any Oracle-provided tools.
18.2 “Your Content” means all software, data (including personal information), text, images, audio, video, photographs, non-Oracle or third party applications, and other content and material, in any format, provided by You that is stored in, or run on or through, the Application. The Application under this Agreement, Oracle-provided Software, other Oracle products and services, and Oracle intellectual property, and all derivative works thereof, do not fall within the meaning of the term “Your Content.” Your Content includes any Third Party Content that is brought by You into the Application by Your use of the Application or any Oracle-provided tools.