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Terms and Conditions Agreement

1. Contractual Relationship

Please read these Terms and Conditions carefully. These Terms and Conditions constitute a legally binding agreement between you, the customer, and NOMMS. For the purpose of the Agreement, references to “Affiliates” includes NOMMS’s administrators, successors-in-interest, permitted assigns and affiliates. These Terms and Conditions and the Enrollment Agreement shall hereinafter be referred to as the “Agreement”. This Agreement governs your use of the NOMMS application, website, call center and technology platform (collectively, the “NOMMS Platform” or the “Platform”) which facilitates the listing, sale and delivery of Goods (as defined below) to Customers (as defined below).   IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE NOMMS PLATFORM Your access and use of the NOMMS Platform constitutes your agreement to be bound by this Agreement, which establishes a contractual relationship between you and NOMMS. NOMMS may immediately terminate this Agreement with respect to you, or generally cease offering or deny access to the NOMMS Platform or any portion thereof, at any time for any reason without notice. NOMMS may amend these Terms and Conditions unilaterally and at its sole discretion from time to time. Amendments will be effective upon NOMMS’s posting of updated Terms and Conditions at this location. Your continued access or use of the NOMMS Platform after such posting constitutes your consent to be bound by these Terms and Conditions, as amended. NOMMS may provide to a claim’s processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include a death or injury, involving you, a Customer and/or a third-party transport provider and such information or data is relevant to the complaint, dispute or conflict. NOMMS may keep for tracking purposes customer information including but not limited to, customer address, customer name, customer phone number, restaurant data, orders, and payment methods.

2. Definitions

“Applicable Law” means any national, state, local, municipal legislation, regulation, statutes, bylaw, consents and/or other law and any other instrument having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions) relating to or connected with the activities contemplated under this Agreement wherever so located or performed; “DRIVER” means an individual, validly registered on the NOMMS Platform, who is an independent third party contractor and is carrying out the delivery of Orders to Customers; “Customer” means a third party user who places Orders through the NOMMS Platform; “Device” means an internet enabled mobile or tablet device capable of accessing the NOMMS Platform; “Good Industry Practice” means the practices, methods and procedures and that degree of skill, diligence, prudence, foresight and judgment which would be expected to be observed by a skilled and experienced supplier engaged in the same or similar activities under the same or similar circumstances; “Goods” means any food and beverage items being sold by you to Customers through the NOMMS Platform as listed from time to time in a relevant Menu; “Group” means in relation to any person, that person and any company which is from time to time a subsidiary or holding company of that person or a subsidiary of any such holding company; “Intellectual Property Rights” means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off; “Menu” means any e-document or virtual page which sets out the Goods offered for sale by you to Customers together with related pricing and which is made available on the NOMMS Platform; “Order” means an order made by a Customer on the NOMMS Platform for the purchase of Goods; “Parties” means NOMMS and you; “Service Operator” means a service operator working for NOMMS who is managing Orders received from Customers through the NOMMS Platform; “Services” means the receipt of Orders from, and delivery of related Goods to, Customers and related services; and “Technical Standards” means all internationally recognizable technical standards applicable to the provision of the Services hereunder.  

3. The NOMMS Platform

NOMMS is a digital delivery and transportation network which operates a software platform matching, amongst other things, Customers seeking to place Orders with Restaurants via the NOMMS Platform. THE CUSTOMER ACKNOWLEDGES THAT NEITHER NOMMS NOR ITS AFFILIATES PROVIDE DELIVERY OR TRANSPORTATION OR FOOD SERVICES OR FUNCTION AS A TRANSPORTATION SERVICE PROVIDER OR OWN ANY VEHICLES FOR DELIVERY AND THAT ALL DELIVERY SERVICES ARE PROVIDED BY INDEPENDENT THIRD-PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY NOMMS OR ANY OF ITS AFFILIATES. 3.1 License Subject to your compliance with this Agreement, NOMMS grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferrable license to: (a) access and use the NOMMS Platform solely with respect to the Services; and (b) access and use any content, information and related materials that may be made available to the Restaurant through the NOMMS Platform, in each case solely to provide Services to Customers. Any rights not expressly granted herein are reserved by NOMMS and NOMMS’s licensors. 3.2 Restrictions You may not: (a) remove any copyright, trademark or other proprietary notices from any portion of the NOMMS Platform ; (b) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the NOMMS Platform except as expressly permitted by NOMMS; (c) decompile, reverse engineer or disassemble the NOMMS Platform except as may be permitted by Applicable Law; (d) link to, mirror or frame any portion of the NOMMS Platform (e) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the NOMMS Platform or unduly burdening or hindering the operation and/or functionality of any aspect of the NOMMS Platform ; or (f) attempt to gain unauthorized access to or impair any aspect of the NOMMS Platform or their related systems or networks. 3.3 Ownership The NOMMS Platform and all rights therein are and shall remain NOMMS’s property or the property of NOMMS’s licensors. Neither this Agreement nor your use of the NOMMS Platform convey or grant to you any rights: (a) in or related to the NOMMS Platform, as applicable, except for the limited license granted above; or (b) to use or reference in any manner NOMMS’s company names, logos, product and service names, trademarks or services marks or those of NOMMS’s licensors; or  (c) except for the limited license granted above, to any Intellectual Property Rights that are owned by or licensed to NOMMS prior to the commencement date of this Agreement, which shall be owned by and remain the property of and vested in NOMMS and NOMMS’s licensors. 3.4 Third Party Services and Content The NOMMS Platform may be made available or accessed in connection with third party services and content (including advertising) that NOMMS does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. NOMMS does not endorse such third-party services and content and in no event shall NOMMS be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the NOMMS Platform using applications developed for Apple iOS or Android-powered mobile devices, respectively. These third-party beneficiaries are not parties to this Agreement and are not responsible for the provision or support of the NOMMS Platform in any manner. Your access to the NOMMS Platform using these services or applications is subject to terms set forth in the applicable third-party beneficiary’s terms of service.  

4. Disclaimers; Limitation of Liability; Indemnity

4.1. Disclaimer The NOMMS Platform is provided “as is” and “as available.” NOMMS and its affiliates disclaim all representations and warranties, express, implied or statutory, not expressly set out in this agreement, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In addition, NOMMS and its affiliates make no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the NOMMS Platform or any services or goods requested through the use of the NOMMS Platform, or that the NOMMS Platform will be uninterrupted or error-free. Neither NOMMS nor its affiliates guarantee the quality, suitability, safety or ability of customers. 4.2. Limitation of liability The customer understands and accepts that NOMMS does not provide transportation, food delivery or logistics services or function as a transportation or goods carrier and that all such transportation, food delivery or logistics services are provided by independent third-party contractors who are not employed by NOMMS or any of its affiliates. 4.3. Indemnity The Customer agrees to indemnify and hold NOMMS, its Affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (a) the customer’s use of the NOMMS Platform and the sale of Goods and delivery services obtained through the Customer’s use of the NOMMS Platform. 4.4. Indirect Damages NOMMS will not be liable to the Customer for any indirect or consequential losses (including loss of profit, opportunity, and goodwill).

5. Choice of Law and Dispute Resolution

5.1 Choice of Law This Agreement is governed by and construed in accordance with the laws of Kittitas County, State of Washington, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.  

6. Other Provisions

6.1 Claims of Copyright Infringement Claims of copyright infringement should be sent to NOMMS at OrderNOMMS@gmail.com  

7. General

If any provision of this Agreement is held to be illegal, invalid, or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid, or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement.