By using this website, you agree to the storing of cookies on your device to enhance site navigation, analyze site usage, and assist in our marketing efforts. View our Privacy Policy for more information.

Agree

End User Terms of Service for FoodStorm Catering Management System

Last updated: July 1, 2024

‍

These End User Terms of Service (the "End User Terms") between You and CaterXpress USA Inc., a Delaware corporation, an affiliate of Maplebear Inc. dba Instacart ("Provider") govern your Use of the System, as an authorized User pursuant to the SaaS Terms of Service for FoodStorm Catering Management System between Provider and the Primary Subscriber (“SaaS Terms”). "You" and "Your" means any individual accessing, viewing, or using the System under these End User Terms. Primary Subscriber means the entity that executed the SaaS Terms and is the primary subscriber to the System. "Use" or "Using" means to download, install, activate, access or otherwise use the System. "System" means the internet-based catering management application and related online services provided by Provider, which runs and is hosted on the Provider site and any Enhancements made available to the Primary Subscriber (as defined below) by Provider. “Enhancement" means any modifications, updates, variations or revisions of the System.

These End User Terms and the terms set forth in the SaaS Terms govern Your Use of the System.

1. Acceptance of Terms

By Using the System, You agree to be bound by the terms of these End User Terms and any Privacy Policy made available to You (the "Privacy Policy"). You agree that You have authority to access the System on behalf of the Primary Subscriber, which may be the entity that employs You, which subscription is governed by the SaaS Terms. You agree that the Primary Subscriber has given you the right to Use the System pursuant to the SaaS Terms and in compliance with these End User Terms and the Privacy Policy. If You do not agree to the terms of the End User Terms or the Privacy Policy, You may not Use the System and you must cease any access to the System immediately. You also must immediately inform the Primary Subscriber in writing and return or permanently destroy your access credentials to the System.

You agree not to transfer Your right to Use the System to a third party or to any other User. Only the Primary Subscriber is authorized to provide access credentials to the System to other Users.

2. Use of the System

Subject to Your compliance with these End User Terms and the Primary Subscriber's compliance with the SaaS Terms, and the ongoing accuracy of the information submitted with your registration, You may access and use the System pursuant to the terms of the SaaS Terms solely for the internal operations of the Primary Subscriber.

Your access to the system is valid solely for the applicable term as set forth in the SaaS Terms. Your right to Use the System begins on the date You agree to these End User Terms and Privacy Policy, and continues until the end of the specified term under the SaaS Terms, unless otherwise terminated in accordance with the SaaS Terms or these End User Terms or Privacy Policy.

3. Ownership

You agree that Provider retains all title, interest and ownership of all Intellectual Property Rights (as defined below) in and to the System, including copies, improvements, Enhancements, derivative works and modifications thereof. Your rights to Use the System are limited to those expressly set forth in these End User Terms and are subject to your compliance with these End User Terms. No other rights with respect to the System or any related Intellectual Property Rights are granted or implied.

"Intellectual Property Rights" includes (without limitation) any present and future right to, and any present and future interest in, any patent rights, design rights, copyrights, trade mark rights (whether registered or unregistered), trade name and all goodwill rights associated with such works, copyright, trade secrets and any other proprietary right or form of intellectual property (protectable by registration or not) in respect of any know-how, technology, concept, idea, data, component, tool, library, methodology, routine, program or other software (including in source and object codes), specification, formula, drawing, document, programme, design, system, process, logo, mark, style or other thing of a similar nature, conceived, used, developed or produced by any person.

You agree that you will not upload any data, content, information or materials to the System in which you are claiming title and ownership to Intellectual Property Rights. Provider will have unrestricted rights to use any data, content, information or materials uploaded to the System in any manner, any location and any time, without any obligation to report or pay You or the Primary Subscriber in connection with such use.

4. Your Responsibilities and Restrictions

You agree that:

  1. all access credentials, passwords, usernames and account information used for, in connection to or associated with the System will remain confidential and will not be provided to third parties, or as otherwise expressly agreed in writing between You and the Primary Subscriber (in accordance with the SaaS Terms agreed with Provider), and You will notify Provider and the Primary Subscriber immediately in writing of any known or suspected unauthorized use of the System or breach of the System's security and You shall use best efforts to stop said breach.
  2. You will not allow or enable the unauthorized use, disclosure, distribution or other form of access to the System to any third party or any other User.
  3. You will not attempt to gain unauthorized access to any coding, systems or networks connected to or associated with the System through hacking, password mining or any other means.
  4. any data You upload in connection with the System will not expose Provider to a risk of any claim, legal or administrative action or prosecution.
  5. You will not use the System, or other product or service supplied by Provider to send unsolicited and/or malicious emails, text messages or other communications;
  6. You will not, either directly or indirectly interfere with the operation of the System or any other product or service provided by Provider.
  7. You will not reverse-engineer, reverse-assemble, decompile, or otherwise attempt to discover source code, formulas or processes in respect of the software behind the Provider System or any other product or service provided by Provider.
  8. You will not copy, record, reproduce, alter, modify, create derivative works, or publicly display, any part of any content from the System (including any confidential information or Intellectual Property Rights contained within the System) or other product or service except where Provider has given You written permission (for example, You will not “scrape” any content from the System, including through any automated means or third party tools, and You will not “frame” any part of the System for any purpose).
  9. You grant Provider a non-exclusive, royalty-free, worldwide, transferable, sub licenseable, perpetual license to use, store, publicly display, publicly perform, reproduce, modify, create derivative works from, or distribute any content uploaded to the System, and to use such content to train, test, or otherwise enhance our machine learning algorithms, for the purposes of operating, providing, and improving the System and the Services.
  10. You will not use the System or other product or service in a way that is prohibited by law, regulation or government order in any relevant jurisdiction, or in a way that violates a third party's legal rights.
  11. You will not use the System in a way that will enable or assist with the creation of a competitive product or service.
  12. You will not use the System in a way that could harm or impair anyone else's use of it;
  13. You will not cause or allow the upload of any viruses or malicious software, or any unlawful, pornographic, harmful or otherwise offensive materials into the System;
  14. You will not transfer or assign Your rights under these End User Terms to any other person or entity unless expressly authorized by the Primary Subscriber in writing and in compliance with the SaaS Terms.
  15. You will not leave the System unattended and will lock your computer or logout of the System at all times when You are away from the computer or device.
  16. To create images for use on the System, You may be granted access to generative artificial intelligence features, which are made available pursuant to terms of use between Provider and a third party (“AI Features”). You may use the AI Features solely for the purpose of generating images of food and other goods solely for use with the System, and You are not permitted to use the AI Features for any other purpose. You and the Primary Subscriber are solely responsible for reviewing, selecting and making decisions regarding use of output from the System, as further described in the SaaS Terms (“Output”). Use of AI Features must comply with the applicable third party service provider terms located at https://policies.google.com/terms/generative-ai/use-policy or any updated or additional terms made available by Provider. You acknowledge and agree that You and the Primary Subscriber are not third party beneficiaries in connection with any contract or other terms applicable to AI Features. You will reasonably cooperate if Provider receives any inquiry from any third party service provider relating to Your use of the AI Features.
  17. You will comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of data.
  18. You will not upload or transmit to Provider's System or any other computers or other media, any data (“Excluded Data”) that violates local, state and federal laws concerning the use of information, data, privacy, and personally identifiable information (the "Excluded Data Laws"). YOU RECOGNIZE AND AGREE THAT: (a) PROVIDER HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; AND (b) PROVIDER'S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.

5. Disclaimer; No Warranties

PROVIDER PROVIDES THE SYSTEM "AS IS" AND EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS OR OTHER TERMS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES, CONDITIONS OR OTHER TERMS REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, ACCURACY, AVAILABILITY, QUALITY, TIMELINESS, CAPACITY, PERFORMANCE, TITLE, CONFIDENTIALITY, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SYSTEM WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED. IN ADDITION, PROVIDER DOES NOT WARRANT THAT THE SYSTEM OR ANY EQUIPMENT, SYSTEM OR NETWORK ON WHICH THE SYSTEM IS USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK.

6. Limitation of Liability

To the fullest extent permitted by law, in no event will Provider be liable for the following, whether arising out of the use or inability to use the System or otherwise, even if a party been advised of the possibility of such damages: (a) indirect, incidental, exemplary, special or consequential damages; (b) loss or corruption of data or interrupted or loss of business; or (c) loss of revenue, profits, goodwill or anticipated sales or savings. Provider and its parent and affiliates, and its and their officers, directors, employees and agents, collectively have no liability or indemnification obligations to You, whether based in warranty, contract, tort (including negligence), or otherwise, and You are not a third party beneficiary to any rights or obligations of Provider to the Primary Subscriber under the SaaS Terms. You hereby agree and acknowledge that any claims arising from Your use of the System are solely between You and the Primary Subscriber.

5. Term and Termination

These End User Terms shall remain effective until terminated or until the expiration of the applicable subscription term as set forth in the SaaS Terms. You may terminate the End User Terms at any time by ceasing use of the System.

These End User Terms will immediately terminate if You breach its terms. Provider may suspend or permanently disable Your access to the System at any time, with or without notice, if Provider suspects or knows that You (or any other person acting with Your access credentials or otherwise acting on Your behalf) may be in violation of these End User Terms or the SaaS Terms or Privacy Policy.

Upon termination of these End User Terms, You agree to promptly destroy all copies of access credentials, passwords or any other means of access to the System in Your possession or control.

Provider has no obligation to retain or store any content or Output created through use of the System either during the Term or after termination of these End User Terms or the SaaS Terms.

6. Confidentiality

You agree to:

  1. keep confidential information disclosed hereunder confidential and not use or disclose to any person unless for the purposes of performing these End User Terms, obtaining professional advice or as required by law;
  2. take all reasonable steps to keep secure all confidential information coming into Your possession or control; and
  3. Your Use of the System is governed by the confidentiality terms set forth in the SaaS Terms, including without limitation the terms relating to Feedback, which is defined as any suggestion or idea for improving or otherwise modifying any of Provider's products or services. You have no rights to confidentiality or intellectual property rights in any Feedback.

7. Privacy

The Privacy Policy is incorporated into these End User Terms by reference. Please read the Privacy Policy carefully for details relating to the collection, use, and disclosure of information.

8. Transfer and Assignment

You may not transfer or assign these rights to another person or entity. Any attempted transfer or assignment will be void and has no effect.

9. Survival

Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14 will survive termination or expiration of these End User Terms.

10. Governing Law

These End User Terms are governed by the law governing the SaaS Terms. The parties consent to the personal and exclusive jurisdiction of the courts with jurisdiction under the SaaS Terms.

11. Release

You hereby release Provider and its parent and affiliates, licensees, licensors, vendors, suppliers, partners, designees, and assigns and each of their respective employees, officers, directors, and suppliers (collectively, the "Releasees") from all claims, causes of action, liabilities, losses, costs, and expenses (including without limitation attorneys' fees) relating to your use of the System, whether known or unknown and whether past, present, or future.

12. Indemnification

You must indemnify and defend each Releasee against all claims, causes of action, losses, liabilities, costs and expenses (including attorney's fees) relating to your use of the System or your violation of these End User Terms. Provider may, in its sole discretion and at your expense, assume the exclusive defense and control of any matter for which you are required to indemnify it, and you must cooperate with its defense in those matters. You must not settle any matter related to the SaaS Terms or these End User Terms without the prior written consent of Provider.

13. Modifications

Provider may, in its sole discretion, modify these End User Terms from time to time, effective immediately when they are posted as modified. Please check these End User Terms each time you use the Services, as they are legally binding on you. Your continued use of the System after the posting of revised End User Terms constitutes your binding acceptance of such changes. If you are dissatisfied with any System, these End User Terms, or the Privacy Policy, then your exclusive remedy is to discontinue using the System.

14. General

If any portion of these End User Terms is found to be void or unenforceable, the remaining provisions of the End User Terms will remain in full force and effect. Except as expressly stated or as expressly amended in a signed agreement, the End User Terms constitutes the entire agreement between the parties with respect to the subscription to the System and supersedes any conflicting or additional terms.

‍