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OrderEngine Terms of Use

Effective: March 8, 2022

OrderEngine is a white-labeled online ordering platform owned and operated by Mealeo, Inc. (“Mealeo” and collectively, the “Service”) and Koi Ramen (the “Company” and “Site”) which includes, but is not limited to, providing information, ordering and delivery services for products offered by the Company. The terms of the Mealeo Terms of Use also apply fully to your use of the OrderEngine services. By using the OrderEngine services, you acknowledge and agree that your information will be subject to both this Terms of Use and the Mealeo Terms of Use (https://www.mealeo.com/terms). Except as provided herein, this Terms of Use applies only to the information collected and used when OrderEngine is accessed or used. We can’t wait to provide service to you, but first, please read these terms and conditions carefully before placing an order from our site. The terms and conditions stated herein (collectively, the "Agreement") constitute a legal agreement between you and the Service and the Company. By accessing the site, downloading, installing or using any services supplied to you by the Service and the Company, or any associated application supplied by the Service on which a link to these Terms of Service is displayed which purpose is for you to use the Service (collectively, the “App”), you expressly acknowledge and agree to be bound by these terms and conditions. If you do not agree to these terms in their entirety, please do not use our service.

Service reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Company or App at any time, and you are responsible for regularly reviewing this Agreement. Your continued access or use of the Service after posting updates to these Terms confirms your consent to be bound by the Terms as amended. If you use the Service on behalf of an entity, company or organization you represent and warrant that you have the authority to bind that entity to these Terms and Conditions, and your acceptance of these Terms will be deemed an acceptance by that entity.

Purpose

The purpose of our Service is to connect you (the “Customer”) to the Company with independent contractor delivery partners (“Delivery Partners”), to view their menus, and place delivery or pickup orders from them through the Site. Service acts as an agent on behalf of Company when an order is delivered to you, or picked up by you to conclude the order you’ve placed. Once you have placed an order, it will be delivered to you by either Services Delivery Partner or our Company Partner (each a “Delivery”).

License Granted by Company

Subject to your compliance with these Terms, Service grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to: (i) access and use the App on your personal device solely for personal and non-commercial purposes; (ii) view, download and print any Company or User Content to which you are permitted access solely for your personal and non-commercial purposes. Any rights not expressly granted herein are reserved by Service and Service’s licensors.

Restrictions

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) you may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service or App except as expressly permitted by Service in this Agreement; (iii) you may not rent, lease, lend, sell, redistribute or sublicense the App; (iv) you may not decompile, reverse engineer or disassemble the Service except as may be permitted by applicable law. Should you breach these license restrictions, or exceed the scope of the license granted to you herein, Service will have the right to investigate and prosecute violations to the fullest extent of the law for legal damages and infringement of intellectual property.

Intellectual Property Ownership

The Service and all rights therein, including all intellectual property rights in and to the Service and App, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service or App are the sole and exclusive property of Service and its licensors, where applicable. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service or App, or any intellectual property rights owned by Service. Service’s name, logos, and the product and Service names associated with the Service and App are trademarks of Service or third parties, and no right or license is granted to use them.

Eligibility and Conduct

To use our Service, you must be at least 18 years of age, or the age of legal majority in your jurisdiction. You may not authorize third parties to use your Account, and you may not allow any person under the age of 18 to receive delivery or Service from Delivery Partners unless are accompanied by you. You may not assign or transfer your Account to any other person, organization, entity or company. By using our Service you agree that: (i) you will only use the Service or App for lawful purposes; you will not use the Service for sending or storing any unlawful material or for fraudulent purposes; (ii) you may not in your use of the Service cause nuisance, annoyance, inconvenience, or property damage to Delivery Partner, Restaurant Partner or the Third Party Provider; (iii) you will not impair the proper operation of the Service, Platform or network; (iv) you will not try to harm the Service or App in any possible way; (v) you will not copy, or distribute the App or any other content without written permission from Service; (vi) you will only use the Service or App for your own personal use and will not resell it to a third party; (vii) you will keep your account password or any identifying information we provide you which permits you access to the Service or App, secure and confidential; (viii) you will provide us with proof of identity in certain instances when we may reasonably request, and you agree that you may be denied access to or use of the Service or App if you refuse to provide proof of identity;.

Disclaimer of Warranties

THE SERVICE AND APP IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ADDITIONALLY, SERVICE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR APP. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SERVICE OR APP WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APP, SYSTEM OR DATA. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR APP WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT ANY STORED DATA WILL BE ACCURATE OR RELIABLE; THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT ERRORS OR DEFECTS IN THE SERVICE OR APP WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

SERVICE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE SERVICE OR APP. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE APP AND SERVICE, INCLUDING WITHOUT LIMITATION NUTRITIONAL AND ALLERGEN INFORMATION, AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation of Liability

SERVICE AND/OR ITS LICENSORS SHALL NOT BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). SERVICE AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BY NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE OR APP, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE OR APP, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE WEBSITE OR IS REFERRED BY THE SERVICE OR APP, EVEN IF THE COMPANY AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

General

No joint venture, partnership, employment, or agency relationship exists between you, Company or any third party provider as a result of this Agreement or use of the Service or App. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of Service to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. This Agreement comprises the entire agreement between you and Service and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

Indemnity

You agree that you shall defend, indemnify and hold Company, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) your violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein; (ii) your violation of any rights of any third party, including providers of transportation services arranged via the Service or App, or (iii) your use or misuse of the Service or App.