YEAHCUISINE-TERMS & CONDITIONS

 

[Alcanzar Sdn Bhd] (“us”,”our”, “we”) offers a marketing tool which allows retailers to automatically engage customers providing them with in-store promotion and highlights or loyalty rewards, rewarding customers through a smartphone application (“YeahCuisineApp”), and provides retailers with a cloud based software to customize engagement contents thereof (the “YeahCuisinePanel”). These Retailers Terms and Conditions (“Terms”) govern your access and use of the Application and Control Panel. ‘Retailer’ means any retailers entity and its agents that makes use of the YeahCuisinePanel or provides YeahCuisineApp to its customers.

 

Please read these Terms carefully. These Terms govern you use of the YeahCuisinePanel and you provision of the YeahCuisineApp to your customers. You must accept these Terms prior to signing up you business on YeahCuisine using our website a third party website who is affiliated with us or using YeahCuisine Android and iOS application for businesses or providing YeahCuisineApp to your customers. By clicking “ACCEPT” or in any other way logged into YeahCuisinePanel or making YeahCuisinePanel available to your customers, you signify your assents to these Terms. Changes may be made to these Terms from time to time. If you do not accept these Terms, do not click “ACCEPT” and do not download YeahCuisinePanel or make YeahCuisineApp available to your customers. We will make resonable commercial efforts to notify you of any updates to these Terms. Notwithstanding the foregoing, your continued use of YeahCuisinePanel or provision of YeahCuisineApp to your customers will be deemed acceptance to amended or updated Terms. As such, you should check frequently to see if we have updated these Terms. If you do not agree to any of these Terms, please do not use YeahCuisinePanel or make the YeahCuisineApp available.

 

  1. Definitions. In these Terms, the following terms when capitalized have the meanings set forth in this Section.
    1. “Customer” means an end user that has been granted a license by YeahCuisine to use YeahCuisineApp, and who has accepted YeahCuisine’s User Terms and Conditions.
    2. “YeahCuisine User Terms and Conditions” means YeahCuisines standard end user license agreement, which may be amended by YeahCuisine in its sole discretion, a current version of which is available here.
    3. “Promotional Content” means any advertising, promotional or marketing content provided by Retail for provision to any Customer (including, without limitation, any loyalty plans, store highlights or rewards) and including any logos, trade names, trademarks or other content of Retail included in such content.
  1. License. Subject to the terms and conditions thereof, during the period these Terms are in effect YeahCuisine hereby grants Retailer a limited, revocable, non-exclusive, non-transferable, non-sublicensable, license solely to use YeahCuisinePanel and to provide YeahCuisineApp to its Customers.
  1. Restrictions. Retailer shall maintain all copyright and other proprietary notices contained in YeahCuisinePanel and in YeahCuisineApp. Except as set forth expressly herein, Retailer shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, YeahCuisinePanel or YeahCuisineApp; (b) modify YeahCuisinePanel or YeahCuisineApp, or insert any code or product, or in any other way manipulate YeahCuisinePanel or YeahCuisineApp; or (c) modify, frame, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party web site, or otherwise use YeahCuisinePanel or YeahCuisineApp except as expressly permitted by these Terms. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Retailer shall inform YeahCuisine in writing in each instance prior to engaging in the activities set forth above. YeahCuisine reserves the right to make modifications to YeahCuisinePanel and YeahCuisineApp at any time without prior notice.
  1. Promotional Content. Retailer may provide Promotional Content to Customers through the YeahCuisineApp as permitted by YeahCuisine. Retailer shall remain at all times solely responsible for the full functionality, accuracy, reliability, integrity, quality or validity of all Promotional Content. Retailer represents and warrants that no Promotional Content infringes the intellectual property rights or moral rights or any third party. YeahCuisine reserves the right, at its sole discretion, to remove any Promotional Content that violates these Terms at any time, without prior notice, or require Retailer to do so. Retailer shall remain solely liable for any loyalty plans or rewards offered to Customers, and shall fully indemnify YeahCuisine for its failure to satisfy any of its obligations pursuant to such plans or rewards. YeahCuisine does not claim ownership of Promotional Content. However, Retailer grants YeahCuisine a non-exclusive, royalty-free, worldwide license of all rights to use, edit, modify, include, incorporate, adapt, record and reproduce Promotional Content for the purposes of these Terms, including the right to exercise this license through independent contractors.
  1. Intellectual Property.
    1. YeahCuisine Property. Title to and ownership of and all proprietary rights in or related to (a) YeahCuisinePanel, YeahCuisineApp and related documentation and all enhancements, derivatives, bug fixes or improvements to the foregoing; (b) all trade names, trademarks, and logos of YeahCuisine; and (c) all data collected by YeahCuisine’ server side software with regard to the foregoing] (collectively, “YeahCuisine Property”) shall at all times remain solely with YeahCuisine or its licensors.
    2. Retailer Property. Title to and ownership of and all proprietary rights in or related to Promotional Content and all the trade names, trademarks, and logos of Retailer shall at all times remain with Retailer and its licensors (collectively, “Retailer Property”).
    3. No Sale. Any references in these Terms to sale, resale or purchase of the YeahCuisine Property or Retail Property and related documentation or references of like effect, will be deemed to mean the license thereof pursuant to the terms and conditions of these Terms.
  1. Customer Data. YeahCuisine will provide Retailer with certain specified data regarding Customers, including the name of the Customer and certain mutually agreed data regarding the Customer’s activities at Retailer’s business location (“Customer Data”). Retailer agrees that it shall at all times comply with YeahCuisine’ privacy policy and all applicable law, rules and regulations with respect to all Customer Data and all uses thereof. Retailer shall fully indemnify YeahCuisine (and its officers, directors, employees and consultants) for all breaches of its obligations under this provision. Customer Data may include: customer’s name, number of visits, visits details, offers usage, Facebook profile link (if provided by the customer)
  1. Support. Customers may contact YeahCuisine with regard to the support for the YeahCuisineApp using email at yeahcuisine@gmail.com or using other forms of communication as described on our website.
  1. Confidentiality. Retailer acknowledges that YeahCuisine may disclose to Retailer certain confidential information belonging to and relating to YeahCuisine, YeahCuisinePanel or YeahCuisineApp. Retailer may disclose to YeahCuisine certain information regarding its business and operations. Either party (the “Receiving Party”) receiving information from the other party (the “Disclosing Party”) which the Disclosing Party has marked or identified as confidential or proprietary, or which should clearly be considered confidential proprietary (collectively, “Confidential Information”), agrees to keep such Confidential Information confidential during and after the Term and not disclose or use except in performance of the Receiving Party’s obligations hereunder. Confidential Information shall not include information (i) already lawfully known to or independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party, (ii) received by the Receiving Party from any third party without restrictions, (iii) publicly and generally available, free of confidentiality restrictions; or (iv) required to be disclosed by law, provided that the Receiving Party provides prompt notice of such requirement. The Receiving Party shall restrict disclosure of Confidential Information to those of the Receiving Party’s employees and officers with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Vendor will not disclose any information regarding the results of any testing or evaluation of YeahCuisinePanel or YeahCuisineApp to any third party without YeahCuisine’ prior written consent.
  1. Warranties; Indemnification; Disclaimer.
    1. Retailer Warranties. Retailer represents and warrants that the Promotional Content: (a) does not contain material that is obscene, defamatory, libelous, racially or ethnically insensitive, harassing, threatening or otherwise offensive; (b) does not contain pornography or material that may be harmful to a minor; (c) does not contain material that violates or infringes the intellectual property, moral or contractual rights of any third party; (d) does not contain any virus, worm, Trojan horse, or other harmful or disruptive component; and (e) complies with all applicable law, regulations and rules, including all applicable law regarding advertising, marketing and promotional content and services.
    2. Retailer Indemnification. Retailer shall defend, indemnify and hold harmless YeahCuisine from and against any and all suits, proceedings, assertions, damages, costs, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which YeahCuisine may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to (i) a claim that the Promotional Content infringes or violates any third party intellectual property rights, provided however, that Retailer shall have no obligation to indemnify YeahCuisine where such claim of infringement relates solely to YeahCuisine Property incorporated in the foregoing; (ii) use of any Customer Data not in compliance with YeahCuisine then-current privacy policy or in violation of applicable law, rule or regulation; or (iii) any other breach of these Terms, including the representations and warranties set forth.
    3. DISCLAIMER. THE YEAHCUISINEPANEL, YEAHCUISINEAPP AND RELATED DOCUMENTATION ARE PROVIDED “AS-IS”. YEAHCUISINE EXPRESSLY DISCLAIMS ANY WARRANTIES (INCLUDING WITH REGARD TO THE PERFORMANCE OF THE APPLICATION OR SERVICES AND WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. ANY RELIANCE ON THE APPLICATION OR THE SERVICES IS AT RETAILER’S OWN RISK, AND YEAHCUISINE DOES NOT AND SHALL NOT ACCEPT ANY LIABILITY FOR THE APPLICATION OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY MISTAKES OR INACCURACIES IN ANY CONTENTS, LOYALTY PLANS OR REWARDS CREATED OR MADE AVAILABLE THROUGH THE YEAHCUISINEPANEL OR YEAHCUISINEAPP.
  1. LIMITATION OF LIABILITY. IN NO EVENT SHALL ENGAGE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SHAREHOLDERS, BE LIABLE TO RETAILER, ANY CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE APPLICATION OR SERVICES. IN ANY CASE, YEAHCUISINE’ ENTIRE LIABILITY UNDER ANY PROVISION OF THESE TERMS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT RECEIVED FROM RETAILER HEREUNDER, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE GROSS NEGLIGENCE OF YEAHCUISINE TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES.

Promotion; Publicity. All promotion, advertising and distribution of YeahCuisinePanel and YeahCuisineApp shall be consistent with YeahCuisine’ standard policies and reputation. Both parties may agree in writing to include a reference to the other party and its logo on its website, marketing and promotional materials (in any medium) subject to the compliance by each party with the applicable trademark guidelines of the other party. The Parties may agree to issue a joint press release in a form mutually agreeable to the Parties announcing the formation of the relationship between the Parties. The text of such press release and announcements, and any future announcement or publication concerning the existence or terms of this agreement, shall be mutually agreed to by the Parties prior to publication, except that either Party may re-publish information contained in a previously approved press release, including on a Party’s website and in marketing materials.

  1. The term of this agreement (“Term”) shall commence on the date Retailer accepts these Terms and shall continue for a period of the agreed registered package, and shall thereafter automatically renewed after the expiry of the package, unless otherwise terminated in accordance with these Terms.
    1. Termination. Either party may terminate this agreement with advance notice of 30 days., provided, however, that YeahCuisine may terminate these Terms and all rights granted hereunder without notice if Retailer shall use or market YeahCuisinePanel or YeahCuisineApp in violation of any applicable law, rule or regulation.
    2. Effect of Termination. Upon expiration or termination of these Terms for any reason, (a) Retailer shall immediately cease the use of the rights licensed hereunder, and shall immediately cease all provision of the YeahCuisineApp to its customers; (b) each party shall make payment to the other of all amounts due hereunder as of the date of termination; and (c) Retailer shall cease the use of all YeahCuisine Property and shall promptly return to YeahCuisine all copies of YeahCuisine Confidential Information or destroy same, at YeahCuisine’ discretion.
    3. Survival. Sections 3 (Restrictions), 7 (Intellectual Property), 8 (Customer Data), 10 (Confidentiality), 11 (Warranties; Indemnification; Disclaimer), 12 (Limitation of Liability) any accrued and unpaid payments shall survive the termination or expiration of these Terms for any reason.
  1. Retailer agreement (“You” refers to a customer as defined in clause 1 of this document). In order to manage your circle, you will be provided with: a) Access to the online dashboard, from where you can track and modify the various features of your circle. b) A separately purchased unit of Beacon. These devices will serve as your on-site radar and activate the automatic interaction with your circle members as they walk in. By signing below, you agree to run your engagement program in a fair and non-abusive manner. You understand that while YeahCuisine grants you access to its platform, the responsibility for managing your engagement campaigns lies with you. Pricing: You agree to the YeahCuisine pricing plans as presented and selected online, or as presented to you by a sales representative or any authorized representative of YeahCuisine.
  1. Miscellaneous. YeahCuisine and Retailer are and intend to remain independent parties. Nothing contained in these Terms shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the parties, neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venturer, servant or employee of the other. Neither party nor any officer or employee thereof shall, in any event, have any right collectively or individually, to bind the other party, to make any representations or warranties, to accept service of process, to receive notice or to perform any act or thing on behalf of the other party, except as authorized in writing by such other party in its sole discretion. These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. YeahCuisine may assign its rights or obligations pursuant to these Terms. Vendor agrees not to assign any rights under these Terms; any attempted assignment shall be null and void and shall result in the termination of these Terms. If any part of these Terms shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect.
  1. Some of the Services offered on the Website require payment of fees (“Charged Services”). If you elect to sign up for Charged Services, you shall pay all applicable fees, as described on the Website in connection with such Charged Services selected by you. YeahCuisine reserves the right to change its prices at any time. You authorize YeahCuisine directly or through third parties, to make any inquiries it considers necessary to validate your account and financial information that you provided while signing up for such Services. Please note that according to internal agreements, YeahCuisine is entitled to collect fees from Users on behalf of the Charged Services, to process any payments and/or refunds and/or take any billing actions as required in connection with the collection of the fees on behalf of the Charged Services. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay any such taxes that might be applicable to your use of YeahCuisinePanel and payments made by you to YeahCuisine. All fees related to using Charged Services are charged automatically using the payment method as determined in the Website. If YeahCuisine does not receive a request by the user, through email or phone for Charged Services termination you acknowledge and understand that YeahCuisine will continue to charge you for the Charged Services as long as your account remains active regardless if the Charged Services are used or not. If, at any time, you contact your bank or credit card company and decline or otherwise reject the charge of any payable fees, this act will be considered a breach of your obligation hereunder and your use of the Charged Services will be automatically terminated. Your use of the Charged Services will not resume until you re-subscribe for any such Charged Services. Users purchasing Charged Services shall pay any and all prices and fees due for such Services. All prices and fees are non-refundable unless otherwise expressly noted, even if such Charged Services are suspended, terminated, or transferred prior to the end of the Services term. YeahCuisine expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at the Website and effective immediately without need for further notice to any user. Any changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described below. IN ORDER TO ENSURE THAT YOU DO NOT EXPERIENCE AN INTERRUPTION OR LOSS OF SERVICES, MOST SERVICES OFFER AN AUTOMATIC RENEWAL OPTION. THE AUTOMATIC RENEWAL OPTION AUTOMATICALLY RENEWS THE APPLICABLE SERVICE FOR A RENEWAL PERIOD EQUAL IN TIME TO THE ORIGINAL SERVICE PERIOD. FOR EXAMPLE, IF YOUR ORIGINAL SERVICE PERIOD IS FOR ONE YEAR, YOUR RENEWAL PERIOD WILL BE FOR ONE YEAR. WHILE THE DETAILS OF THE AUTOMATIC RENEWAL OPTION VARY FROM SERVICE TO SERVICE, THE SERVICES THAT OFFER AN AUTOMATIC RENEWAL OPTION TREAT IT AS THE DEFAULT SETTING. THEREFORE, UNLESS YOU CANCEL YOUR SUBSCRIPTION YEAHCUISINE WILL AUTOMATICALLY RENEW THE APPLICABLE SERVICE WHEN IT COMES UP FOR RENEWAL, AND WILL TAKE PAYMENT FROM THE PAYMENT METHOD YOU HAVE ON FILE WITH YEAHCUISINE THEN CURRENT RATES, WHICH YOU ACKNOWLEDGE AND AGREE MAY BE HIGHER OR LOWER THAN THE RATES FOR THE ORIGINAL SERVICE PERIOD. YOU MAY CANCEL YOUR SUBSCRIPTION FROM SUCH SERVICES PRIOR TO THE AUTOMATIC RENEWAL AT ANY TIME. IN SUCH EVENT THE SERVICES SHALL BE DISCONTINUED UPON THE EXPIRATION OF THE RESPECTIVE PERIOD YOU HAVE PAID FOR AND YOU SHALL NOT HAVE ANY CLAIMS TOWARDS YEAHCUISINE IN RELATION TO THE DISCONTINUATION OF THE SERVICES.

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