The terms “we”, “us”, or “our” shall refer to Takeout Button, LLC. The terms “you”, “your”, “User” or “Customer” shall refer to any individual or entity who accepts this Agreement.
Takeout Button, LLC, in its sole and absolute discretion, may change or modify this Agreement and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to http://www.takeoutbutton.com/. You acknowledge and agree that (i) we may notify you of such changes or modifications by posting them to the site, and (ii) your use of the Software after such changes or modifications have been made (as indicated by the version date at the bottom of this Agreement) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) the Software and immediately notify us of this termination.
3. USE LIMITATION
Use of third party software and documentation is subject to the terms and conditions of the applicable license agreements of Takeout Button, LLC, Service Vendor Parents, and the third party licensors. We make no representations or warranties regarding any third party software and we intend that the warranty and liability limitations provided herein are incorporated as to the third party software and documentation. You also acknowledge that the Software and the source code contain valuable proprietary information and trade secrets of Takeout Button, LLC, its Service Vendor Parents, and its third party licensors. You may not permit any third party to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from us.
4. TERM AND TERMINATION
a. Term. This Agreement shall commence on the date subscription is provisioned and shall continue:
i. Until canceled by user
ii.are terminated for other reasons set forth in the Agreement.
6. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE APPLICATION SUBSCRIPTION SHALL BE AT YOUR OWN RISK AND THAT THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, “ERROR-FREE OPERATION”, AND “WITH ALL FAULTS” (EVEN IF CREATED BY THE INTERNATIONAL SALE OF GOODS CONVENTION). TAKEOUT BUTTON, LLC, ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT (EVEN IF CREATED BY THE INTERNATIONAL SALE OF GOODS CONVENTION). TAKEOUT BUTTON, LLC, ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OF COMPLETENESS, OR CONTENT OF THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY TAKEOUT BUTTON, LLC, ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES) WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR USE OF THE SERVICES.
7. LIMITATIONS ON LIABILITY
IN NO EVENT SHALL TAKEOUT BUTTON, LLC, ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, OR AGENT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SOFTWARE, (II) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (III) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION, OR OTHER INFORMATION AND DATA STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF SERVICES TO THE USER, (VI) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM YOU WHILE USING THE SERVICES, (VII) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONAL, AND/OR (VIII) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT TAKEOUT BUTTON, LLC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL TAKEOUT BUTTON, LLC’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PARTICULAR SOFTWARE THAT ARE THE SUBJECT OF THE CAUSE OF ACTION FOR THE PRECEDING TWELVE MONTH PERIOD.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE SOFTWARE.
You agree to protect, defend, indemnify, and hold harmless Takeout Button, LLC, its officers, directors, managers, employees, and agents, from and against any and all claims, demands, costs, expenses, losses, liabilities, and damages of every kind and nature (including, without limitation, reasonable attorneys fees) imposed upon or incurred by Takeout Button, LLC directly or indirectly arising from (i) your use of and access to the software, (ii) your violation of any provision of this Agreement, and/or (iii) your violation of any third party right, including without limitation any intellectual property or other right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of the software.
9. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the federal law of the United States and the state law of Florida, whichever is applicable, without regard to conflict of laws principles.
10. JURISDICTION AND VENUE
You agree that any action relating to or arising out of this Agreement shall be brought in the state court of Pinellas County, Florida and the federal court of the Middle District of Florida, Tampa Division. You hereby consent to and waive all defenses for lack of personal jurisdiction and forum non conveniens with respect to jurisdiction and venue in the state court of Pinellas County, Florida and the federal court of the Middle District of Florida, Tampa Division, including both pre and post judgment depositions.
11. WAIVER OF TRIAL BY JURY
YOU AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING THAT TAKES PLACE RELATING TO OR ARISING OUT OF THIS AGREEMENT INCLUDING ALL LAWSUITS, COUNTERCLAIMS, AND THIRD PARTY SUITS.
12. THIRD PARTY BENEFICIARIES; SUCCESSORS AND ASSIGNS
Nothing in this Agreement shall be deemed to confer any third party rights or benefits. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.
If a court of competent jurisdiction holds any provision (or a portion thereof) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portion thereof) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
14. INDEPENDENT COVENANTS
Each covenant and provision in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement.
15. TITLES AND HEADINGS
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret this Agreement.
16. INTELLECTUAL PROPERTY
You are not acquiring a copyright, patent, or other intellectual property right in any Hosted Service, software, specifications or materials, or in any data, customizations, enhancements, changes, or work product related thereto. Any intellectual property rights that existed prior to this Agreement’s effectiveness shall belong solely to the party owning them at that time. Neither party shall be entitled to any copyright, trade secret, or patent of the other party. You shall not alter, obscure, or revise any proprietary, restrictive trademark, or copyright notice included with, affixed to, or displayed in, on or by a Service or materials. You agree to permit us a limited license to use your website images, links to your website, or other use of your intellectual property as it exists or exists in the future for use in our portfolio and for any other commercial marketing purpose.
17. EXPORT RESTRICTIONS AND UNLAWFUL ACTIVITY
Our Software are subject to export controls under applicable law. Accordingly, you shall: (i) remain in compliance with all requirements associated with these laws; (ii) cooperate fully with any audit related to these laws; and (iii) not utilize our Services in any country that is embargoed by the United States government. You shall be solely responsible for the importation of our Hosted Services, including obtaining any approval or permit necessary for importation or use. You represent that neither you, nor any of your directors, officers, agents, employees, or other persons associated with or acting on your behalf: (i) have received or will receive any unlawful contribution, gift, entertainment, or other payment from us; (ii) is a governmental entity; or (iii) is in violation of, or will violate any applicable anti-corruption or anti-bribery law. We shall have an irrevocable right to immediately terminate the Agreement or any other relationship with User if this subsection is breached.
18. FORCE MAJEURE EVENT
We shall not be liable for any loss, damage, or failure due to causes beyond its control, including strikes, riots, earthquakes, epidemics, terrorist actions, wars, fires, floods, weather, power failure, telecommunications outage, acts of God, or other failures, interruptions or errors not directly caused by us.
19. ENTIRE AGREEMENT
This Agreement constitute the entire agreement and understanding of the parties with respect to its subject matter. All prior agreements, understandings and representations regarding the same or similar services are superseded in their entirety.
20. ATTORNEYS FEES.
The non-prevailing party in any dispute under this Agreement shall pay all costs and expenses, including expert witness fees and attorneys' fees, incurred by the prevailing party in resolving such dispute from demand through litigation and any appeals thereon.
Any questions about this Agreement or notices required hereunder should be directed to us by email or regular mail at the following address:
Clearwater FL 33762