Terms Of Service Agreement

OVERVIEW 
These terms and conditions, together with the onboarding form, constitute the services agreement between Merchant and MFMsoft for the use of Mobi. The software services included in this agreement, is supported by MFMsoft, LLC “referred as MFM”. MFM offers the Mobi software technology solutions, including all information, tools, and services available to you, the user, conditioned upon your acceptance of all terms, conditions, policies, and notices stated in this agreement. The parties acknowledge receipt and sufficiency of good and valuable consideration and agree as follows:

SECTION 1 – DEFINITIONS 

1. “We”, “Us”, and “Our” means MFMsoft, LLC, MFM, and Mobi.
2. “Merchant”, “You”, “Your”, “User” means the entity using the MFM technology or receiving the Offerings.
3. “Offerings”, "Service”. “Technology” means services or technology features MFM provides to Merchant under this agreement, including access to and use of the Software.
4. “Order Data”, “Order Information” means all Company product transactional information submitted by customers using TOOS to order from your cloud, web-based, digital menu, and operation systems such as POS, ERP, etc.
5. “Software”, “MFM Software” means the MFM digital menu and system optimization software that MFM provides to facilitate automations including digital product injection, creating digital bundle/combinations, injecting products for upsell presence, product sales data collection, enabling products to serve as featured items on your menus, and much more.
6. “TOOS”, “Site” means any third-party online ordering software, any of your digital, cloud, and web-based menus and systems (third-party or proprietary), and related technology services that allow individuals or customers to place orders with the Merchant.
7. “Customer”, “Individual” means any individual or entity that completes a purchase from any of your Site or TOOS systems that is purchasing Company Trademark brands.
8. “Company Trademark”, “Company Brand”, Company Assets” means any brand images, name, description, nutritional facts, etc. owned by The Company.
9. “Terms of Service”, “Terms” means the following terms and conditions and policies referenced herein and/or available by.
10. “The Company” means any entity that has an agreement with MFM to use the Mobi system to help connect their products and their customer TOOS seamlessly so that they can authorize the use of the Company Trademarks.

SECTION 2 – OFFERINGS:
Use and Restrictions: 

1. For the term of this agreement, and subject to Merchant’s compliance with all its obligations, MFM will provide the Offerings to Merchant.
2. MFM provides the Offerings solely and exclusively for Merchant’s own use and access directly related to its business and confined solely to its own servers and within its place of business. Merchant represents that it is not engaged in, and will not engage in, the operation of any illegal business and will not use, or permit anyone else to use, the Offerings for any illegal purpose. Merchant shall make no use of the Offerings except in compliance with the terms of this agreement.
3. Merchant is solely responsible for obtaining all required authorizations from TOOS or Site for data received through the Offerings that require TOOS or Site authorization. To do so, on the Mobi Company Digital Registration form, which is used to link the Merchant Digital Systems to Mobi for Company products, Merchant will need to enter directly with each TOOS or Site their login and password for that TOOS or Site. By doing so, the Merchant will be authorizing the TOOS or Site to inject Company products and for Company to have access over their Product assets such as data, images, name, etc.
4. By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence, and you have given us your consent to allow any of your minor dependents to use this site.
5. When your customers visit any Site or TOOS, we automatically collect certain Company product transactional information that has nothing to do with their personal information. We do not collect any Personally Identifiable Information (PII) from your customers. This includes any information that permits the identity of an individual directly or indirectly inferred, including any information that is linked or linkable to that individual. We only collect Company product purchasing data and may include product purchases, special items purchases, and the time of purchase. The purpose of collecting Order Information or Order Data is to help optimize and support your On-Premises and Off-Premises digital and online sales across your Sites.
6. When your customers make a purchase or attempt to make a purchase through the Sites, we do not have access to or collect any information from them, including their name, billing address, shipping address, or payment information (including credit card numbers, email address, and phone number). We refer to this information as “Order Information”.
7. To provide you the authorization of to use the Company’s product trademarks, and the protection to use the Company’s product assets such as, but not limited to, the images, names, descriptions, nutritional facts, etc. within your Sites, when you link your digital systems, cloud, or web-based systems (including online menus, POS, ERP, etc.) to Company Mobi registration form, you get authorization to use Company assets.
8. To provide you our Offerings and maintain and monitor the compliance required to protect the Company’s product assets across your Sites, you represent that you are authorizing our MFM Software to use Artificial Intelligence if needed to add a default “MFMsoft” email address to your accounts.
9. Using our Offerings, the Company is providing you with the right to use their trademarks only through the digital systems and Sites that are linked to your MFM system. By doing so, you represent that you provide us the authority to always be able to manage and monitor the Company’s product assets, including by not limited to, the images, descriptions, nutritional facts, etc. Through this right and authority that you provide us with, you allow us to override any of the Company’s product information at any time on any of the Sites linked to our MFM Software Mobi because the assets of the Company are owned by the Company, and the Company has optimized the Company’s brand presence including the way trademarks, products, and any asset information through Mobi to be displayed across your Sites.
10. The MFM Software does not use any “cookie technology” to provide you with the Offerings.
11. We reserve the right, but are not obligated, to limit the sales of Company products or Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Company products or services that are offered. All descriptions of Company products are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any Company product or service made on this site is void where prohibited.
12. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Offerings and the use and restrictions of these Offerings.

SECTION 3 – INTELLECTUAL PROPERTY 

1. MFM Ownership Rights. Merchant acknowledges and agrees that, as between Merchant and MFM, MFM exclusively owns all rights, title, and interest in, to and related to the Mobi Software and the Offerings, as such may be modified, upgraded and/or enhanced from time to time, including, without limitation, all ownership and intellectual property rights therein resulting from or relating to performance of the Offerings, including, patents, copyrights, trademarks, trade secrets, rights of publicity, rights of privacy, sui generis database rights, moral rights, and other intellectual property or proprietary rights anywhere in the world. Merchant further acknowledges and agrees that, as between Merchant and MFM, the Mobi Software and the Offerings are and shall remain the sole and exclusive property of MFM. All other rights in and to the Mobi Offerings are expressly reserved by MFM.
2. Data. Merchant hereby acknowledges and agrees that MFM may, by means of the Mobi Software or Offerings, gather and compile Company Order Data, and that MFM may use such Company Order Data for any lawful purpose which may include disclosure to third parties. Merchant hereby consents to such gathering, compilation, and disclosure.

SECTION 4 – FEES AND PAYMENT TERMS 

1. Fees. For its services, Merchant agrees that the Company offering the MFM Mobi Software to the Merchant has an active software licensing agreement with MFM to license the Mobi Software to the Merchant where all fees are paid by the Company. Under this agreement, the Merchant will not be obligated to pay for the Offerings as the financial obligation is the sole responsibility of the Company licensing the MFM Software.

SECTION 5 – GENERAL  

1. Modification of Service. MFM reserves the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any of the Offerings.
2. Governing Law, this agreement will be governed in all respects by the laws of the State of Nevada.
3. Optional Tools. We may provide you with access to third-party tools over which we neither monitor nor have any control or input over. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of the optional tools offered through the Site is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the Software (including the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
4. Third-Party Links. Certain content, products, and services available via our Service may include third-party materials. Third-party links may direct you to the Sites, and the Sites are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any third-party materials or software, or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party software between you and your customers. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
5. Third-Party Implementation. When you as the Merchant link your Sites to the MFM Software through the Company’s MFM digital registration, our automations will be immediately triggered to create the connection for product injection and product data purposes, in other words, for the Company’s products to be injected on every Site you link to the MFM Software. It is important to understand that the Sites being linked to the MFM Software are operated by third-party systems and not by MFM. To ensure a proper connection to your Sites and in order to accomplish the Company’s product injection, Trademark compliance, and sales data integrations, MFM reserves the right to take up to 30 days from the completion of your Company MFM digital registration, to complete this function. This up to 30 day delay is based on the rules that the Sites have set based on their sole discretion and is not under the control of MFM or our automations.
6. Notices. Whenever any ordinary day-to-day communication shall be given by one party to the other, such communication shall be delivered to Merchant by MFM sending an email to the email address provided by Merchant for the delivery of notices as set forth herein and to MFM by Merchant sending an email to [email protected], or by sending an email to such other email address as either party may specify in a notice given hereunder. Notice shall be deemed given on the day of delivery. For the notice to be effective, the subject line of each email notice provided hereunder must state in bold letters: NOTICE UNDER MFM SERVICES AGREEMENT. All notices other than in connection with ordinary day-to-day communication shall be delivered to the mailing address or email address provided as either party may specify in a notice given hereunder.
7. Severability. If a court of competent jurisdiction declares any provision of this agreement to be invalid, unlawful, or unenforceable as drafted, the parties intend that such provision be amended and construed in a manner designed to effectuate the purposes of the provision to the fullest extent permitted by law. If such provision cannot be so amended and construed, it shall be severed, and the remaining provisions shall remain unimpaired and in full force and effect to the fullest extent permitted by law.
8. Personal Information. The submission of personal information of your customers is governed by you. All customer personal information belongs entirely to you. We will only use the Company product sales data to provide you with advancement to your ordering process, enhancing your interactions with your customers, help analyze their buying behavior to enhance their usage experience, track their purchasing tendencies to eventually use AI to maximize their purchase opportunity and minimize their time spent, and much more.
9. Errors, Inaccuracies, and Omissions. Occasionally there may be information on our software or in the Service that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information or cancel orders if any information in the Service or on any related software is inaccurate at any time without prior notice (including after you have submitted your order). We undertake no obligation to update, amend or clarify information in the Service or on any related software, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related software, should be taken to indicate that all information in the Service or on any related software has been modified or updated.
10. Prohibited Uses. In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Offering or the MFM Software: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related software, other software, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related software, other software, or the Internet. We reserve the right to terminate your use of the Service or any related software for violating any of the prohibited uses.
11. Disclaimer of Warranties, Limitation of Liability. We do not guarantee, represent, or warrant that your use of our service will be uninterrupted, timely, secure, or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time, we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided “as is” and “as available” for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. In no case shall your website, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers, or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
12. Entire Agreement. This agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all other agreements, proposals, negotiations, representations, or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter this agreement by any representations or promises not specifically stated in this agreement. Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party. The protections of this agreement will apply to actions of the parties performed in preparation for and anticipation of the execution of this agreement. MFM may amend this agreement by posting a revised version of this agreement online, and Merchant’s continued use of the Offerings following such date will constitute Merchant’s acceptance of such amendments.
13. Changes to The Agreement. You can review the most current version of the Terms of Service at any time. We reserve the right, at our sole discretion, to update, change or replace any part of this Terms of Service agreement by posting updates and changes to our software. It is your responsibility to check our software periodically for changes. Your continued use of or access to our software or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.