Terms of Service
Terms of Service and User License Agreement
Product License. The Mini Menus Event & Ticket System is protected by copyright laws and international copyright treaties, as
well as other intellectual property laws and treaties. The Mini Menus Event & Ticket System is licensed, not sold.
3. Grant of License. This agreement grants you the following rights:
(a) Applications . You may install, use, access, display, run, or otherwise interact with (“RUN”) one copy of the Mini Menus Event &
Ticket System , or any prior version for the same operating system, on multiple computers such as; a single computer, workstation,
terminal, handheld PC, pager, “smart phone,” Point Of Sale Terminal, or other digital electronic device (“COMPUTER”) approved for
such purpose by Mini Menus .
(b) Reservation of Rights. All rights not expressly granted are reserved by Mini Menus Technologies Inc.
4. Description of Other Rights and Limitations.
(c)Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or
disassemble the Mini Menus Event & Ticket System , except and only to the extent that such activity is expressly permitted by
applicable law notwithstanding this limitation.
This Agreement is entered into between Mini Menus . (“Mini Menus”), a Canadian corporation, and the Customer on
this Date {contract_datestart} (the “Effective Date”), for a term (the “Term”) no less than 36 months commencing on the Effective Date. This
is an agreement (“Agreement”) between you and Mini Menus . This Agreement governs your use of any Mini Menus
Event & Ticket System or Mini Menus Event & Ticket System Service operated by Mini Menus
Mini Menus OFFERS THE Mini Menus Event & Ticket System AND SERVICE TO YOU CONDITIONED ON YOUR ACCEPTANCE
WITHOUT MODIFICATION OF THIS AGREEMENT. YOUR USE OF THE AND SERVICE CONSTITUTES YOUR ACCEPTANCE OF
THIS AGREEMENT.
1. Description of services and . Mini Menus Technologies provides to you the Mini Menus Event & Ticket System system, which
consists of for point of sale (POS) hardware supported by Mini Menus to accept payment, issue tickets and generate cash out reports.
Mini Menus will also provide back-end servers (at the Mini Menus facilities) to manage customer product data, transaction data, and
generate emailed business reports based on captured transaction data. Where applicable, Mini Menus will provide airtime accounts
and SIM chips for wireless POS hardware.
Mini Menus operates and maintains all necessary back-end servers for the Mini Menus Event & Ticket System system. This includes
servers, communication lines for wireless and wired networks, report servers and a web portal (available Q1 2006) to allow customers
to manage their product information and access reports 24/7 from a centralized location. In addition Mini Menus supplies second
level support available 24/7, all Mini Menus upgrades and telephone training. Please see the description of the particular Mini Menus
product for more details at minimenus.net.
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(b) Separation of Components. The Mini Menus Events & Ticket System is licensed as a single product.
(c)Trademarks. This agreement does not grant you any rights in connection with any trademarks or service marks of Mini Menus
(d) Rental. You may not rent, lease, or lend the Mini Menus Event & Ticket System .
(e)Support Services. Mini Menus Technologies Inc. may provide you with support services related to the Mini Menus Event & Ticket
System
(“Support Services”). Use of Support Services is governed by the Mini Menus Technologies Inc. policies and programs described in the
user manual, in “online” documentation, and/or in other Mini Menus Technologies Inc.-provided materials. Any supplemental code
provided to you as part of the Support Services shall be considered part of the Mini Menus Event & Ticket System and subject to the
terms and conditions of this agreement. With respect to technical information you provide to Mini Menus Technologies Inc. as part of
the Support Services, Mini Menus Technologies Inc. may use such information for its business purposes, including for product support
and development. Mini Menus Technologies Inc. will not utilize such technical information in a form that personally identifies you.
(f) Transfer. This license is non-transferable.
(g)Termination. Without prejudice to any other rights, Mini Menus Technologies Inc. may terminate this agreement if you fail to comply
with the terms and conditions of this agreement. In such event, you must destroy all copies of the Mini Menus Event & Ticket System
and all of its component parts.
5.Upgrades. If the Mini Menus Event & Ticket System is labelled as an upgrade, you must be properly licensed to use a product
identified
by Mini Menus Technologies Inc. as being eligible for the upgrade in order to use the Mini Menus Event & Ticket System . A Mini Menus
Event & Ticket System labelled as an upgrade replaces and/or supplements (and may disable) the product that formed the basis for
your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this agreement. If
the Mini Menus Event & Ticket System is an upgrade of a component of a package of programs that you licensed as a single product,
the Mini Menus Event & Ticket System may be used and transferred only as part of that single product package and may not be
separated for use on more than one COMPUTER.
6.Copyright. All title and copyrights in and to the Mini Menus Event & Ticket System (including but not limited to any images,
photographs, animations, video, audio, music, text, and “applets” incorporated into the Mini Menus Event & Ticket System ), the
accompanying printed materials, and any copies of the Mini Menus Event & Ticket System are owned by Mini Menus Technologies Inc.
or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Mini Menus
Event & Ticket System is the property of the respective content owner and may be protected by applicable copyright or other
intellectual property laws and treaties. This agreement grants you no rights to use such content. If this Mini Menus Event & Ticket System
contains documentation which is provided only in electronic form, you may print one copy of such electronic documentation. You may
not copy the printed materials accompanying the Mini Menus Event & Ticket System .
7.Term. The term of this Agreement (the “Term”) commences as of the Effective Date and shall continue until the earlier of (i) the date
this Agreement is terminated in accordance with section 23 or any other applicable provision of this Agreement; and (ii) the day upon
which the last of the Mini Menus Event & Ticket System devices is disconnected from the Mini Menus Facilities.
8.Mini Menus Facilities. The Services will be provided to Customer using Mini Menus applicable data center facilities (the “Mini Menus
Facilities”) within the area that Mini Menus provides the Services (which area may be enlarged or reduced in scope from time to time
by Mini Menus in its sole discretion). The Customer acknowledges that the geographic areas within which Mini Menus provides
different Services may vary. Requests for changes to the quantity or type of Services ordered by the Customer, whether oral or in
writing remain subject to the terms and conditions of this Agreement. Customer acknowledges and agrees that Mini Menus reserves
the right in its discretion and without notice to Customer, from time to time to make changes in any aspect of the Mini Menus Facilities.
In addition to Mini Menus rights set forth in section 17 below, Mini Menus shall have the right to suspend all or part of the Services
or access to the Services immediately if Mini Menus reasonably suspects or determines that there is a malfunction, abuse, incorrect
configuration or use of the Devices, the Customer’s System (as defined below), the Services, the Third Party Services (as defined
below) or the Mini Menus Facilities. Customer agrees that, to maintain or improve service, or for other business reasons, Mini Menus
may at its sole discretion modify or temporarily restrict or suspend all or part of the Services without notice.
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Customer acknowledges that the Services are subject to telecommunication carriers, internet service providers, wired and wireless
networks, transmission limitations caused by atmospheric or topographical conditions or equipment failures are outside and or
beyond the reasonable control of Mini Menus The Services may be temporarily refused, interrupted or curtailed due to
governmental regulations or orders, system capacity limitations or equipment modifications, upgrades, reallocations, repairs,
maintenance and similar activities necessary for the proper operation of the Services.
9. Fees. Customer agrees to pay all fees and charges specified in this Agreement and relating thereto, including, but not limited to,
applicable Charges (as defined below) in advance of or on the established due dates and to pay late payment charges at the rate set
forth on the reverse-side of Customer’s invoices, as same may be amended from time to time, on any overdue amounts. Acceptance
of late or partial payments (even if marked “Paid in Full”) shall not waive any of Mini Menus rights to collect the full amount due
under this Agreement.
10. Customer’s Obligations. In addition to the Customer’s other obligations set forth in this Agreement, the Customer agrees
and covenants:
(a) that the Customer and its Corporately Paid Employees will not use the Services for an illegal purpose, including but not limited to,
violating the law, or interfering with Mini Menus services to other customers;
(b) that the Customer and its Corporately Paid Employees will not resell, transfer or share any of the Services;
(c) that the Customer and its Corporately Paid Employees will not reproduce, change or tamper with the Identifiers on the Devices or
to allow anyone else to do so. For the purposes of this Agreement “Identifier” means the hardware serial and/or model number,
terminal ID (TID), applicable electronic serial number (ESN), mobile identification number (MIN), International Mobile Equipment
Identity (IEMI) number, International Mobile Subscriber Identity (IMSI) number, Mobitex Access Number (MAN) and/or the Subscriber
Identity Module (SIM) number, as the case may be;
(d) that the Customer and its Corporately Paid Employees will use only Mini Menus approved Devices and other hardware with the
Services and will not use any SIM in a Device or other hardware which has not been approved by Mini Menus
11. Payments/Invoices. Mini Menus or it’s authorized distributors will bill the Customer for the Services provided to the Customer in
accordance with this Agreement. Mini Menus charges monthly service fees each month in advance and all monthly recurring costs
may be prorated. Mini Menus may bill customer up to one year from the date particular charges were incurred. The Customer agrees
to pay Mini Menus all amounts set forth in each invoice by the applicable due date (collectively, the “Charges”) including, without
limitation:
(a) the cost of all local and long distance calls, character and data usage charges, and charges for messages and other Services made
or sent from or received on the Devices including any charges relating to access to the services of other telephone companies or
telecommunication carriers;
(b) the monthly and other fees for using the Services, Devices and other equipment described in this Agreement including, without
limitation, system access fees, as same may be amended from time to time;
(c) deposit(s), the price of , Devices, other equipment and accessories (if any), shipping and handling and any other fees, charges or
costs that arise out of this Agreement; and
(d) all applicable taxes and similar charges relating to the foregoing, as same may be amended from time to time.
12. Early Cancellation Fees. For each device which is deactivated prior to the end of the Term the Customer will pay to Mini Menus an
amount (the “Early Cancellation Fee”) will be the product of (i) twenty ($25.00) dollars plus applicable taxes; times (ii) the number of
months remaining in the Term for each device. The parties acknowledge and agree that the Early Cancellation Fees are payable by the
Customer as a genuine preestimate of liquidated damages and not as a penalty.
13. Third Party Applications and Other Services. As between Mini Menus and the Customer, Customer shall have total responsibility
for its purchase and/or use of any applications, , content, data query functions and other services produced, manufactured or
performed by third parties for installation on the Devices and/or for use in connection with the Services together with any maintenance
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and support relating thereto (collectively, “Third Party Services”), whether offered by such third parties, Mini Menus or a separate third
party. The parties acknowledge that in certain instances where Third Party Services are offered, directly or indirectly, Mini Menus may
invoice Customer with respect to such Third Party Services.
Mini Menus shall have no responsibility hereunder to correct or fix any problems or errors relating to or caused by the installation,
configuration, modification or use of any Third Party Services or any components thereof and the installation and/or use of Third Party
Services shall be at the sole risk of the Customer. If the third party is supplied directly from Mini Menus then Mini Menus will be
responsible.
14. The Customer’s System. Where Customer is purchasing Services which require additional equipment, and/or services, Customer
acknowledges and agrees that it shall be Customer’s sole responsibility to purchase, install, configure and maintain,
at Customer’s cost, (i) all required equipment, and services, including interconnections and network configurations (the
“Customer’s System”) to enable Customer to purchase and receive the Services; and (ii) any additional equipment, , services,
enhancements or upgrades (“Upgrades”) that become available for use with the Services. Mini Menus shall have no responsibility
hereunder to correct or fix any problems or errors relating to or caused by the installation, configuration or modification of the
Customer’s System or any components thereof.
15. Privacy of Communications. Mini Menus will maintain adequate security procedures and take all necessary measurements to
prevent the unauthorized access to Customer’s data and will promptly notify Customer of any known unauthorized access to such
information. Mini Menus makes no representation, warranty or covenant that Customer’s use of the Services will be entirely secure
and private. Customer acknowledges that it may be possible for third parties to monitor communications while Customer uses
the Services. Customer assumes full responsibility for the establishment of appropriate security measures to control access to its
equipment and to the information transmitted by Customer. In addition, Customer acknowledges and agrees that Customer is solely
responsible for taking the necessary precautions to protect its networks and systems, and all , data and files stored on or otherwise
forming part of its network and the Customer’s System, against unauthorized access by its employees or any third party, and that such
responsibility includes, without limitation, protection against unauthorized access through the Services. Mini Menus will not be liable
for any claims, losses, actions, damages, suits or proceedings whatsoever resulting from, arising out of or otherwise relating to
Customer’s failure to take appropriate precautions to protect its networks and systems and all , data and files stored on or otherwise
forming part of its network and systems, against unauthorized access by its employees or any third party or any other breach of
customer’s security or privacy.
16. Unauthorized Usage. Customer shall be responsible for the payment of all charges, costs, damages, losses and liabilities suffered
by Mini Menus in respect of any of Mini Menus Facilities as a direct or indirect result of the unauthorized use, misuse, or abuse by
Customer or any of its employees, agents or representatives of the Devices, the Customer’s System, the Services, the Third Party
Services, the Mini Menus Facilities and/or any used in connection therewith.
17. Suspension/Reactivation/Return Cheques. Mini Menus may cancel or suspend any or all of the Services without notice if (a)
Customer does not pay any amount owing to Mini Menus when due; (b) Customer does not follow this Agreement, as same may
be revised by Mini Menus (c) Mini Menus reasonably suspects that one or more of the Devices is the subject of fraud or unlawful or
improper use by the customer or those for whom the customer is in law responsible; (d) Customer gives Mini Menus false or misleading
information; (e) Customer uses the Services or the Mini Menus Facilities fraudulently, unlawfully or improperly or in a way that adversely
affects Mini Menus operation or the use of services by other customers; or (h) Customer fraudulently or improperly seeks to avoid
payment to Mini Menus If Mini Menus suspends or cancels the Services, (i) Customer must still pay any amount owing to Mini Menus
and (ii) Mini Menus may also suspend or cancel without notice Customer’s Services under any other agreement or account that
Customer has with Mini Menus If Customer has prepaid its account the amount paid will be forfeit.
During temporary suspension of the Services, the monthly fees still apply. If Mini Menus suspends or terminates the Services for nonpayment
or excessive balance, including unbilled usage and pending charges, fees and adjustments, Mini Menus shall have the right
to charge the Customer a fee for the reactivation or restoration of the Services. Reactivation of the Services will result in a
reactivation charge payable by Customer as established by Mini Menus Service-restoration charges may be waived if the applicable
Device is lost or stolen. Payments for the Services which are returned by banks or credit card companies for insufficient funds will
result in a charge to Customer of $25.00 or such higher amount as is charged by the applicable bank(s) relating to such returned
payment.
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18. Indemnification. Customer shall defend and indemnify Mini Menus its parents, successors, affiliates and agents from any
claims, damages, losses or expenses (including without limitation legal fees and costs) incurred by Mini Menus in connection
with all claims, suits, judgements, and causes of action (i) for infringement of patents or other proprietary rights arising from combining
with or using any device, system or service in connection with Mini Menus Facilities; (ii) for libel, slander, defamation
or infringement of copyright or other proprietary right with respect to material transmitted by Customer over the Mini Menus
Facilities; or (iii) injury, death or property damage arising in connection with the presence, use or non-use of the Services or
the Devices.
19. Limitation of Liability. Mini Menus ITS DIRECTORS, OFFICERS, CONTRACTORS OR AGENTS (IT BEING ACKNOWLEDGED BY
CUSTOMER THAT FOR THE PURPOSES OF THIS SECTION ONLY, Mini Menus IS CONTRACTING AS AGENT ON BEHALF OF ITS
DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS) SHALL NOT BE LIABLE TO CUSTOMER, ANY END USER OR
ANY OTHER PERSON (EXCEPT FOR PHYSICAL INJURIES AS A RESULT OF Mini Menus NEGLIGENCE) FOR (I) ANY DAMAGES OR
LOSSES INCLUDING, WITHOUT LIMITATION, PROPERTY DAMAGE, LOSS OF DATA, LOSSES RESULTING FROM A THIRD PARTY’S
UNAUTHORISED ACCESS TO DATA, LOSS OF PROFIT, LOSS OF EARNINGS, FINANCIAL LOSS, LOSS OF BUSINESS OPPORTUNITY,
PERSONAL INJURY, DEATH OR ANY OTHER DAMAGE OR LOSS HOWEVER CAUSED, RESULTING DIRECTLY OR INDIRECTLY
IN CONNECTION WITH THE TERMS AND CONDITIONS HEREIN AND THE SERVICES, DEVICES, OTHER EQUIPMENT, THIRD PARTY
SERVICES, THE Mini Menus FACILITIES OR THE CUSTOMER’S SYSTEM, INCLUDING ANY ROAMING CALLS; (II) ANY ACTS OR
OMISSIONS OF A TELECOMMUNICATIONS CARRIER OR INTERNET SERVICE PROVIDER WHOSE FACILITIES ARE USED TO
ESTABLISH CONNECTIONS BETWEEN DEVICES, Mini Menus FACILITIES AND CUSTOMER’S OWN FACILITIES; (III) DEFAMATION
OR COPYRIGHT INFRINGEMENT THAT RESULTS FROM MATERIAL TRANSMITTED OR RECEIVED OVER THE Mini Menus FACILITIES;
OR (IV) INFRINGEMENTS OF PATENTS ARISING FROM COMBINING OR USING CUSTOMER’S OWN FACILITIES WITH THE Mini
Menus FACILITIES. THESE LIMITS APPLY TO ANY ACT OR OMISSION OF Mini Menus’ EMPLOYEES, OR AGENTS, WHICH WOULD
OTHERWISE BE A CAUSE OF ACTION IN CONTRACT, TORT OR ANY OTHER DOCTRINE OF LAW.
20. No Warranty. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES AND ALL DEVICES, OTHER EQUIPMENT AND
THIRD PARTY SERVICES ARE PROVIDED BY Mini Menus “AS IS” AND “AS AVAILABLE” AND, TO THE EXTENT PERMITTED BY LAW,
WITHOUT WARRANTY BY Mini Menus OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, INFRINGEMENT, OR THOSE ARISING FROM
A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Mini Menus SHALL
HAVE NO LIABILITY WHATSOEVER TO CUSTOMER FOR: (I) ANY INTERRUPTIONS OR DISRUPTIONS OF THE SERVICES, THE
INTERNET OR THE THIRD PARTY SERVICES OR ANY OTHER DAMAGES SUFFERED BY CUSTOMER WHICH ARE CAUSED BY
DIRECTLY OR INDIRECTLY BY ANY FAILURES OF THE DEVICES, OTHER EQUIPMENT, THE SERVICES, THE Mini Menus FACILITIES,
THE INTERNET OR THE THIRD PARTY SERVICES; (II) ANY POWER FAILURES; (III) ANY ACTS OR OMISSIONS OF CUSTOMER OR ITS
OFFICERS, EMPLOYEES, AGENTS OR CONTRACTORS INCLUDING, WITHOUT LIMITATION, DEFAMATION OR COPYRIGHT
INFRINGEMENT; (IV) ANY DISRUPTION OF ANY PART OF THE EQUIPMENT USED TO PROVIDE THE SERVICES BY PARTIES OTHER
THAN Mini Menus (V) ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS ARISING FROM OR IN CONNECTION WITH
CUSTOMER’S USE OF THE DEVICES, OTHER EQUIPMENT, THE SERVICES OR THE THIRD PARTY SERVICES; (VI) ANY EVENT OF
FORCE MAJEURE, AS DEFINED IN SECTION 30 OF THIS AGREEMENT; OR (VII) ANY SUSPENSION OR TERMINATION OF THE
SERVICES. FURTHER, TO THE EXTENT PERMITTED BY LAW, Mini Menus DOES NOT WARRANT THE PERFORMANCE, AVAILABILITY,
UNINTERRUPTED USE OF OR OPERATION OF THE Mini Menus Event & Ticket System SERVICE. Mini Menus DOES NOT WARRANT
THAT ANY DATA OR FILES SENT BY OR TO CUSTOMER (WHETHER BY E-MAIL OR OTHERWISE) WILL BE TRANSMITTED,
TRANSMITTED IN UNCORRUPTED FORM, OR TRANSMITTED WITHIN A REASONABLE PERIOD OF TIME.
*Mini Menus is not the end provider of the Internet and other services. It relies on the services of others and cannot guarantee that
those services will be available at all times. In the event of contract termination, Mini Menus will provide the Customer with an
electronic copy of the database, including the last five years of operation of this service.
21. Confidentiality of Customer Information.
(a) Customer hereby authorizes Mini Menus to obtain information about the credit history of Customer and acknowledges that Mini
Menus may provide information to others about Customer’s credit experience with Mini Menus
(b) Unless Customer provides express consent or disclosure is pursuant to a legal power, all information regarding
Customer kept by Mini Menus other than customer’s name, address and listed telephone number, is confidential
and may not be disclosed by Mini Menus to anyone other than:
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(i)Customer;
(ii) a person who, in Mini Menus reasonable judgment, is seeking the information as Customer’s agent;
(iii) an agent retained by Mini Menus in the collection of Customer’s account or to perform other administrative functions for Mini
Menus provided the information is required for and used only for that purpose;
(iv) a law enforcement agency whenever Mini Menus has reasonable grounds to believe that Customer has knowingly supplied
Mini Menus with false or misleading information or are otherwise involved in unlawful activities directed against Mini Menus
(v) an agent retained by Mini Menus to evaluate Customer’s creditworthiness, provided the information is required for and is to be
used only for that purpose;
(viii) a public authority or agent of a public authority, if in Mini Menus reasonable judgment, it appears that there is imminent danger
to life or property which could be avoided or minimized by disclosure of the information.
Express consent may be taken to be given by Customer where Customer provides:
(i) written consent;
(ii) oral confirmation by an independent third party;
(iii) electronic confirmation through the use of
(c) Customer’s account information may, from time to time, be disclosed to other members of the Mini Menus Technologies
organization and to Mini Menus agents and authorized dealers in order to service Customer’s account, to respond to Customer’s and
end users’ questions and to promote additional products and services offered by Mini Menus that may of interest to Customer and its
end users. If Customer or an end user does not wish to be marketed by related Mini Menus companies please advise, in writing, Mini
Menus Customer Care at the following address: 145 Claireport Crescent, Suite #4, Toronto, Ontario Canada M9W 6R6.
(d) In addition, Mini Menus may use e-mail, short text messages, telemarketing and direct mail to inform Customer and its end users
about products and services from Mini Menus and related Mini Menus companies that Mini Menus feels may interest Customer and/or
end users. If Customer or its end users does not wish to receive these types of communications, Customer or end users, as the case
may be, please advise, in writing, Mini Menus Customer Care at the following address: 145 Claireport Crescent, Suite #4, Toronto,
Ontario Canada M9W 6R6.
22. Lost and Stolen Equipment. The Customer shall notify Mini Menus immediately if a Device or related SIM card, if any, of the
Customer is lost, stolen, or destroyed. The Customer will be required to replace the Device or SIM card and shall be responsible to
pay Mini Menus for all charges up to the time of notification. If the Device or SIM is not replaced, the Customer will pay Mini Menus
any applicable Early Cancellation Fees relating thereto.
23. Early Termination. Notwithstanding any other provision herein, this Agreement may be terminated immediately and at any time
by Mini Menus
(a) without any liability to Customer whatsoever, if any changes in any applicable law, regulation, requirement, rule, ruling, guideline,
policy or directive prohibits or adversely affects Mini Menus ability to provide the Services or to fulfill its obligations hereunder, or if a
notice from a government agency or department indicates Mini Menus is not permitted to provide any portion or all of the Services to
be provided or to operate all or any portion of the Mini Menus Facilities; or
(b) without any liability to Customer whatsoever, if Customer materially breaches a term of this Agreement and fails to cure such
breach within ten (10) days after receipt by Customer of written notice of such breach; for greater certainty: a material breach on the
part of the Customer shall include, without limitation: (i) fraudulent or other improper use of the Services or the Devices by Customer
or any of its employees, agents or representatives or contractors; and (ii) consistent late or nonpayment by Customer of undisputed
amounts owing to Mini Menus or
(c) without any liability to Customer whatsoever upon 30 day written notice to Customer, if Mini Menus decides to cease
offering the Services; or
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(d) without any liability to Customer whatsoever, if the Customer uses the Services or facilities in any way that adversely affects Mini
Menus operations or the use of Mini Menus services by other customers; or
(e) without any liability to Customer whatsoever , if proceedings are commenced for the liquidation, dissolution, winding-up or
suspension of operations of the Customer; or
(f) without any liability to Customer whatsoever , if the Customer becomes bankrupt or insolvent, makes any assignment for the
benefit of creditors, makes any proposal under applicable bankruptcy legislation, seeks relief under any bankruptcy, insolvency or
analogous law, is adjudged bankrupt, files a petition or proposal to take advantage of any act of insolvency, consents to or acquiesces
in the appointment of a trustee, receiver of other person with similar powers over itself or all or substantially all of its assets or
commences any proceeding seeking reorganization or arrangement or consents to or acquiesces in such proceedings; or
(g) without any liability to Customer whatsoever, upon ninety (90) days written notice to Customer at any time at DataTrax’s sole
discretion.
Paragraph (c) applies only if Mini Menus ceases to carry on providing the service. The timeline in Paragraph (g) can be extended to
180 days, which would coincide with a season, but Mini Menus has the right to end the agreement on reasonable notice.
24. Survival of Obligations. All agreements that by their context are intended to survive the termination of this Agreement will survive
termination of this Agreement; including the non-disclosure clauses.
25. Arbitration. Any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and
whether preexisting, present or future) arising out of or relating to: (a) this Agreement; (b) the services or equipment provided to
Customer by Mini Menus (c) oral or written statements, or advertisements or promotions relating to this Agreement or to the services
or equipment; or (d) the relationships that result from this Agreement (collectively the “Claim”) will be determined by arbitration to the
exclusion of the courts. Customer agrees to waive any right Customer may have to commence or participate in any class action against
Mini Menus related to any Claim and, where applicable, Customer also agrees to opt out of any class proceedings against Mini Menus
Please give notices of any claims to: Legal Department, 145 Claireport Crescent, Suite #4, Toronto, Ontario Canada M9W 6R6.
Arbitration will be conducted by one arbitrator pursuant to the laws and rules relating to commercial arbitration in the province of
Ontario that are in effect on the date of the notice.
26. Data Usage. Customer will be charged for all data usage sent through DataTrax’s network regardless of whether the Devices
actually receive the information. Where Customer’s third party , service and/or equipment results in data usage on DataTrax’s account
or systems, Customer will be charged for data usage. Customer agrees that to the extent there is any dispute as to the amount of data
transmitted to and from a Device in a particular period of time then the amount of data transmitted as determined by Mini Menus
billing system shall govern. Without limiting the generality of the foregoing, Customer agrees that Customer will not and will cause its
end users to not use any Device or other feature of the Services to, directly or indirectly:
(a) invade another person’s privacy; unlawfully use, possess, post, transmit or disseminate obscene, profane or pornographic material;
post, transmit, distribute or disseminate content that is unlawful, threatening, abusive, libelous, slanderous, defamatory or otherwise
offensive or objectionable; unlawfully promote or incite hatred; or post, transmit or disseminate objectionable information, including,
without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil
liability, or otherwise violate any municipal, provincial, federal or international law, order or regulation;
(b) copy, distribute or sublicense any Mini Menus provides or makes available to Customer or its end users;
(c) alter, modify or tamper with any Device or other feature of the Services;
(d) restrict, inhibit or otherwise interfere with the ability of any other person to use or enjoy any Device or other feature
of the Services, or create an unusually large burden on the Mini Menus Facilities, including, without limitation:
posting or transmitting any information or that contains a virus, lock, key, bomb, worm, trojan horse or
other harmful or debilitating feature; or otherwise generating levels of traffic sufficient to impede others’ ability to
send or retrieve information;
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(e) disrupt any backbone network nodes or network service used by Mini Menus or otherwise restrict, inhibit, disrupt, or impede
DataTrax’s ability to monitor or deliver any data or other feature of the Services;
(f) interfere with computer networking or telecommunications service to or from any user, host or network, including but not limited
to denial of service attacks, overloading a service, improper seizure or abuse of operator privileges (“hacking”) or attempting to
“crash” a host; i) resell any Device or other feature of the Services, or use any Device or other feature of the Services for anything
other than Customer’s own business purposes. Without limiting the foregoing, Customer agrees that Customer and end users will not
use the Services to provide any Device, or any feature of the Services to any third party;
In addition to DataTrax’s termination rights set out elsewhere in this Agreement, Mini Menus may terminate this Agreement if
Customer or its end users engage in one or more of the above prohibited activities. Additionally, Mini Menus reserves the right to
charge Customer for any direct or indirect costs incurred by Mini Menus or its affiliates, in connection with Customer’s or its end users’
breach of any provision of this section of this Agreement, including costs incurred to enforce Customer’s and end users’ compliance
with it.
27. Data Monitoring. (a) Mini Menus has no obligation to monitor content or Customer’s and end users’ use of DataTrax’s network.
However, Customer agrees that Mini Menus has the right to monitor and investigate content and Customer’s and end users’ use of
Mini Menus network electronically from time to time and to disclose any information as necessary to: satisfy any law, regulation or
other governmental request or to assist in the pursuit of any legal action against Customer or end users; operate the Service(s)
properly; ensure or enforce compliance with this Agreement; or protect Mini Menus or DataTrax’s customers.
28. Content. Mini Menus assumes no responsibility for and exercises no control over the content contained accessible through the
Services. Customer agrees that all content that Customer and end users access using the Services is accessed and used by Customer
and end users at their own risk, and that Mini Menus will not be liable for any claims, losses, actions, damages, suits or proceedings
arising out of or otherwise relating to Customer’s and/or end users access to such content.
29. Notice. All notices given under this Agreement shall be in writing and shall be deemed to have been duly delivered, effective
upon receipt if faxed or hand delivered, or effective three business days after being deposited, postage prepaid, return receipt
requested, in the mail and sent to the following addresses or facsimile numbers:
If to Customer, at the address on file at Mini Menus
If to Mini Menus at Mini Menus Technologies Inc., 145 Claireport Crescent, Suite #4, Toronto, ON Canada M9W 6R6, Attention: VP
Sales, Facsimile: (416) 208-0471;
Any party may at any time give notice in writing to the other party of any change of address of the party giving such notice and from
and after the giving of such notice the address therein specified shall be deemed to be the address of such party for the giving of
notices hereunder.
30. General. (a) Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the
subject matter of this Agreement and there are no representations, warranties, covenants, agreements or collateral understandings,
oral or otherwise, expressed or implied, affecting this instrument which are not expressly set forth herein. (b) Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada. (c) Waiver
of Default. Waiver by either party of any default by the other party shall not be deemed a continuing waiver of such default or a
waiver of any other default. (d) Severability. If a provision of this Agreement, shall be invalid or unenforceable, such invalidity or
unenforceability shall not invalidate or render unenforceable the entire agreement, but rather the entire agreement shall be construed
as if not containing the particular invalid or unenforceable provision or provisions. (e) Language. The parties hereto have required that
this Agreement and all documents or notices resulting therefrom or ancillary thereto be drawn up in the English language. (f) Force
Majeure. Other than with respect to the payment of Charges and other amounts to Mini Menus in no event shall either party have any
liability for failure to comply with this Agreement, if such failure results from the occurrence of any contingency beyond the reasonable
control of the party including, without limitation, strike or other labor disturbance, riot, theft, flood, lightning, storm, any act of God,
power failure, war, national emergency, interference by any government or governmental agency, embargo, seizure, or enactment of
any law, statute, ordinance, rule, or regulation.
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(g) No Third Party Beneficiaries. Except as otherwise specifically stated in this Agreement, the provisions of this Agreement are for
the benefit of the parties hereto and not for any other person. (h) Prevailing Terms. The terms and conditions of any order form,
purchase order or invoice shall incorporate only the terms and conditions of this Agreement and the terms and conditions contained
in this Agreement shall supercede any conflicting terms and conditions contained in any such order form, purchase order or invoice.
(i) Headings/Gender. The headings of all articles or sections herein are inserted for convenience of reference only and shall not affect
the construction or interpretation hereof. Except where the context otherwise indicates, words importing the singular number only
shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine gender. (j) Binding. This
Agreement shall be binding on the Parties and their respective legal successors and permitted assigns.
31. Amendment. Mini Menus may amend, add or remove portions of these General Terms and Conditions at any time and from time
to time without notice and the then current version can be found at the following website: minimenus.net
32. Confidential Information. Customer hereby agrees to provide to Mini Menus information regarding Customer which shall be
referred to as “Confidential Information”. “Confidential Information” shall also mean any non-public information disclosed by
Customer to Mini Menus in connection with the information.
33. Restrictions. Mini Menus covenants and agrees it shall not disclose any Confidential Information. Mini Menus may only
disclose the Confidential Information to its employees, agents, subcontractors, banks, credit card processors or any other person or
entity retained by Mini Menus [collectively, “Agents”] who are necessary to enable Mini Menus to perform duties as agreed to between
the parties. Mini Menus shall insure that such Agents are bound to the requirements of this Agreement. Mini Menus may also release
Confidential Information if Mini Menus believes its release is necessary to comply with law, enforce or apply this or other agreements,
or protect the rights, property, or safety of Mini Menus our users, or others. This includes exchanging information with other
companies and organizations for fraud protection and risk reduction. Mini Menus agrees to segregate all Confidential Information
from other data or materials it possesses to prevent any commingling of the data. Mini Menus shall take all reasonable security
precautions to keep the Confidential Information strictly confidential.
34. Ownership. All data and other information, of any nature provided to Mini Menus by Customer under this Agreement shall be
and remain Customer’s sole and exclusive property. Mini Menus hereby represents and warrants to Customer that Mini Menus shall
secure from its Agents any and all agreements necessary so as to provide Customer the unrestricted ownership rights granted to
Customer pursuant to this paragraph. Further, Mini Menus on behalf of itself and its Agents hereby expressly waives to the greatest
extent permitted by law, any and all rights respecting the ownership of the data, including, but not limited to, any statutory rights
pursuant to provincial and federal laws.