1. Definitions

In addition to the terms defined in the body of the agreement, the following terms have the following meanings:

“End Users” means individuals sixteen years or older who are authorized to access and use the MarginEdge Platform under Your Subscription. End Users may include but are not limited to You and Your employees, consultants, contractors, and agents.

“MarginEdge Platform” means the online application provided by MarginEdge, the mobile application(s) provided by MarginEdge, and the underlying servers and software used to provide such applications (collectively the “Platform” or “System”)

“Fees” means Subscription Fees, Services Fees, and any other amounts due to MarginEdge and payable by You under this Agreement.

“Residuals” means ideas, concepts, know-how, expertise, methods, methodologies, functional and technical architectures, techniques or skills, writings in which any of the same are fixed (including, without limitation, all reports, computer software systems, routines, data models, technical data, processes, designs, code and documentation and systems, concepts and business information) MarginEdge has developed or is developing in connection with the business of creating and offering the MarginEdge Platform. Residuals do not include Your Confidential Information or Your Data.

“Setup Fees” means any fees agreed upon by both parties to pay for services required to become fully setup to use the MarginEdge Platform.

“Subscription” means the right to access the MarginEdge Platform during the Term.

“Subscription Fees” means the fees for a Subscription to any version of the MarginEdge Platform and as detailed either on the MarginEdge website or on the subscription sign-up page.

“Your Data” means any personally identifiable data uploaded by You to the MarginEdge Platform that would typically be provided in the normal course of using the Platform, as well as all information generated by the End Users during the use of the Platform. Your Data includes, without limitation, any financial information of any nature or any other personally identifiable information that could be legally considered private or sensitive.

 

2. Provision of the Platform

Registration. When registering for a paid Subscription, You must be sixteen years or older to register, and must provide complete and accurate information during the registration process, including a valid credit card number or bank account (for ACH debit) that You are authorized to use.

Term. The term of this Agreement begins on the date you complete the registration and we activate Services for your Account. This Agreement will continue from month to month until terminated by either party pursuant to the terms hereof.

Order Acceptance Policy. Your successful submission of your order on the Site signifies acceptance by MarginEdge of your order and the provision of your Account.

Subscription. MarginEdge shall make the MarginEdge Platform available to You and Your End Users pursuant to this Agreement during the Term. You agree that your purchase of the Subscription is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by MarginEdge with respect to future functionality or features.

Support. Support via email and phone is available in connection with a paid Subscription. Use of services is limited to registered users associated with an active company account.

Use of Services. You must follow any policies made available to you within the Services. You agree you will not misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.

Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.

Our Services may display some content that is not MarginEdge’s such as vendor quotes or invoices. This content is the sole responsibility of the entity that makes it available. We may review data or content to re-format or make calculations to aid you in using and analyzing the content.

In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.

 

3. Your MarginEdge Account

You need a MarginEdge Account in order to use our Services. Your Account may be assigned to you by an administrator, such as your employer, or by MarginEdge. If you are using an Account assigned to you by an administrator, different or additional terms may apply and your administrator may be able to access or disable your account. It is the responsibility of the account administrator to activate and inactivate users.

To protect your Account, keep your password confidential. You are responsible for the activity that happens on or through your Account.

 

4. Privacy

By using the product, you agree that MarginEdge, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, in presentations, marketing materials, customer lists, financial reports and web site listings (including links to your Company Profile, Storefront and web site) for the purpose of advertising, promoting or publicizing MarginEdge’s Services. All other aspects of MarginEdge’s privacy policy can be found at https://www.marginedge.com/privacy-policy/

 

5. Your Content in our Services

 Some of our Services allow you (or MarginEdge on your behalf) to upload, submit, store, send or receive content. You retain ownership of any intellectual property rights that you hold in that content.

When you upload, submit, store, send or receive content to or through our Services, you give MarginEdge (and those we work with) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with our Services), communicate, aggregate with other user data and share aggregate data. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones. This license continues even if you stop using our Services.

 

MarginEdge will not share your specific item price data identified with your name to any third parties. However, for the purposes of developing the product capabilities information gathered from Customers will be aggregated and anonymized.

 

6. Authorization to Act on your behalf

 You, as a restaurant customer, authorize MarginEdge to act on your behalf with your suppliers for the purposes of data collection and order submission. MarginEdge will gather data including, but not limited to supplier items, prices, pack/size, brand, etc. However, MarginEdge is not party to your transactions. The services are intended to facilitate business communications and sales and purchase transactions between you acting as either a Restaurant and/or Registered User acting as either a Restaurant or Supplier. MarginEdge is only a conduit through which a Restaurant and Supplier can negotiate, submit and track orders for the purchase and sale of Supplier’s products and services. However, MarginEdge does not represent either Restaurant or Supplier in connection with any transactions facilitated through the Site, App or Services, and MarginEdge is not a party to any transaction between any Restaurant and Supplier.

 

7. About Software in our Services

 When a Service requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available.

MarginEdge gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by MarginEdge as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by MarginEdge, in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.

 

8. Modifying and Terminating our Services

 We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.

You can stop using our Services at any time, although we’ll be sorry to see you go! MarginEdge may also stop providing Services to you, or add or create new limits to our Services at any time.

We believe that you own your data and preserving your access to such data is important. If we discontinue a Service, where reasonably possible, we will attempt to give you 30 days’ advance notice and a chance to get information out of that Service.

 

9. Our Warranties and Disclaimers

 We provide our Services using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about our Services.

Nothing in these Terms, or the provision of Services, is intended to be interpreted as any endorsement or recommendation by MarginEdge of any Restaurant, Supplier, product or service.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER MARGINEDGE NOR ITS AFFILIATES MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, MARGINEDGE EXCLUDES ALL WARRANTIES.

 

10. Liability for our Services

 NEITHER MARGINEDGE NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING (INCLUDING SUSPENDING OR DISCONTINUING MARGINEDGE PLATFORM) OR SUPPORTING THE MARGINEDGE PLATFORM SHALL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE MARGINEDGE PLATFORM OR INABILITY TO USE THE MARGINEDGE PLATFORM, INCLUDING, WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS, LOSS OF TECHNOLOGY OR OTHER RIGHTS, LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE).

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF MARGINEDGE, AND ITS AFFILIATES, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT TO BE PAID FOR ONE MONTH OF USE OF THE MARGINEDGE PLATFORM IN TOTAL; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT APPLY TO ANY LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

CUSTOMER RECOGNIZES THAT THE INTERNET CONSISTS OF MULTIPLE PARTICIPATING NETWORKS THAT ARE SEPARATELY OWNED AND NOT SUBJECT TO MARGINEDGE’S CONTROL. CUSTOMER AGREES THAT MARGINEDGE SHALL NOT BE LIABLE FOR DAMAGES INCURRED OR SUMS PAID WHEN THE MARGINEDGE PLATFORM IS TEMPORARILY OR PERMANENTLY UNAVAILABLE DUE TO MALFUNCTION OF, OR CESSATION OF, INTERNET SERVICES BY NETWORK(S) OR INTERNET SERVICE PROVIDERS NOT SUBJECT TO MARGINEDGE’S CONTROL, OR FOR TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF CUSTOMER INFORMATION CARRIED ON SUCH NETWORKS OR INTERNET SERVICE PROVIDERS OR AS A RESULT OF THE DISCONNECTION FROM OR UNAVAILABILITY OF ANY NETWORK.

CUSTOMER ACKNOWLEDGES THAT THE MARGINEDGE PLATFORM RELIES ON OPTICAL CHARACTER RECOGNITION TECHNOLOGY THAT INHERENTLY MAY MAKE ERRORS IN ITS ATTEMPTS TO TRANSLATE IMAGES INTO TEXTUAL DATA AND OTHER DATA INPUT THAT MAY BE INCORRECT OR OTHERWISE INACCURATE. CONSEQUENTLY, CUSTOMER AGREES THAT IT IS SOLELY RESPONSIBLE FOR ENSURING THAT THE CUSTOMER DATA ADDED TO THE MARGINEDGE PLATFORM, WHETHER THROUGH OPTICAL CHARACTER RECOGNITION OR THROUGH DATA IMPUT BY OR ON BEHALF OF CUSTOMER IS ACCURATE AND COMPLETE AND IS SOLELY LIABLE FOR THE CONSEQUENCES OF ANY BUSINESS DECISIONS MADE USING ANY INFORMATION OR RESULTS OBTAINED THROUGH USE OF THE MARGINEDGE PLATFORM.

 

11. Business uses of our Services

 If you are using our Services on behalf of a business, that business accepts these terms. It will hold harmless and indemnify MarginEdge and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

 

12. About these Terms

 We may modify these terms or any additional terms that apply to a Service to, for example, reflect changes to the law or changes to our Services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. We may post notice of modified additional terms in the applicable Service. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.

If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict.

These terms control the relationship between MarginEdge and you. They do not create any third party beneficiary rights.

If you do not comply with these terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).

If it turns out that a particular term is not enforceable, this will not affect any other terms.

The laws of Delaware, U.S.A., will apply to any disputes arising out of or relating to these terms or the Services. All claims arising out of or relating to these terms or the Services will be litigated exclusively in the federal or state courts of Virginia, USA, and you and MarginEdge consent to personal jurisdiction in those courts.

For information about how to contact MarginEdge, please visit www.marginedge.com