End User Agreement

PRN Productions, Inc.
Server Please!™ End User License Agreement
Single Use License Terms and Conditions

Effective April 1, 2019

By indicating your agreement to this end user license agreement, or by downloading, installing,
or using the Server Please! application, or any future versions, updates, or features provided to
you (collectively, the “Application”), you agree to be bound by these Terms and Conditions (the
“Terms”). If you disagree with any of these Terms, you are not granted any rights to this
Application including, without limitation, the right to install or use this Application, and you
may not use the Application. You may not use this Application if you are under the age of 13.

1. USE OF THE APPLICATION
PRN Productions, Inc. (“PRN”) grants you a non-exclusive, non-transferable, non-
sublicenseable, limited right and license to install and use the Application, and any updates or
upgrades to the Application delivered to you, or activated by you, exclusively for your internal
use under these Terms. If you are using the Application as a server or other employee of a
restaurant, the restaurant for which you work may also use the Application in connection with
your services to the restaurant. If you are using the Application as a restaurant, any of your
servers or employees may use the Application in connection with their services to you. Your
rights are further limited to the following:


a. You may download, install, and personally use one (1) copy of the Application on a single
personal mobile or personal computing device that you own or control at any one time solely for
your own personal, non-commercial benefit. 


b. Except as expressly set forth in this Agreement, and except for your restaurant, you will not
allow any other individual or entity to use the Application for any purpose. If you are a
restaurant, you may not use the Application in the operation of a service bureau, either for a fee
or gratuitously.


c. You understand that you use the Application (or servers or networks from which the
Application is downloaded) at your own risk.


d. You agree to use the Application only for purposes that are permitted by (i) these Terms; and
(ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant
jurisdictions (including, without limitation, any laws regarding the export of data or software to
and from the United States or other relevant countries).


e. You agree that you are solely responsible for (and that PRN has no responsibility to you or to
any third party for) your use of the Application, any breach of your obligations under these

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Terms, and for the consequences (including any loss or damage which PRN may suffer) of any
such breach.


f. You may not use the Application in any manner that could damage, disable, overburden,
disrupt or impair the Application (or servers or networks which pertain to the Application), nor
may you use the Application in any manner that could interfere with any other party’s use and
enjoyment of the Application (or servers or networks which are connected to the Application).


g. You may not use the Application in any unlawful manner, for any unlawful purpose, or in any
manner inconsistent with these Terms.


h. You may not use, or export the Application in violation of applicable U.S. laws or regulations.
PRN reserves all rights to this Application not specifically granted to you under these Terms. No
rights regarding this Application or PRN shall arise by implication or estoppel.


2. PROPRIETARY RIGHTS
The Application is protected by copyrights, trademarks, service marks, and/or other proprietary
rights and laws of the U.S. and other countries.  You agree to abide by all applicable laws, as
well as any additional proprietary rights notices or restrictions contained in these Terms.  As
against you, the Application is owned by PRN, and the Application is licensed, not sold, to you.
Except as specifically set forth in these Terms, you are granted no right, title, or interest in any
intellectual property owned by PRN including, without limitation, the Application and PRN
trademarks.


a. You will not, and will not allow any third party to, (i) modify, decompile, reverse engineer,
disassemble or otherwise attempt to derive source code from the Application or Content (as
hereafter defined) that may be presented or accessed through the Application for any purpose
except to the extent a contractual prohibition against reverse engineering is not permitted under
applicable law, (ii) use the Application to create derivative works (as defined by the U.S.
Copyright Act) or improvements (as defined by U.S. patent law) of the Application or any
portion thereof; (iii) sell, rent, lease, loan, distribute, transfer, reproduce, copy, trade, resell or
sublicense the Application or access thereto or derive income from the use or provision of the
Application, whether for direct commercial or monetary gain or otherwise, without PRN's prior,
express, written permission, or (iv) remove, obscure, or alter PRN’s or any proprietary rights
notices affixed to or contained within or accessed in conjunction with or through the Application.


b. Unless you have agreed otherwise in a hard copy writing with PRN, nothing in these Terms
gives you a right to use any of PRN’s trade names, trademarks, service marks, logos, domain
names, and other distinctive brand features, of PRN.


3. FEATURES AND SUPPORT
In the exercise of its sole discretion, PRN may elect to provide you with customer support and/or
software updates, upgrades, enhancements, or modifications for the Application and may

{3222-001:00069289-3} terminate such support at any time without prior notice to you. PRN may change, suspend, or
stop (permanently or temporarily) any aspect of the Application at any time.  The Application
may also impose limits on certain features and services or restrict your access to parts or all of
the Application without notice or liability.


You may stop using the Application at any time. You do not need to specifically inform PRN
when you stop using the Application.


4. TERMINATION
Your right and license to the Application under these Terms continue until they are terminated
by either you or PRN as set forth below.  In such events, you must immediately discontinue the
use of and permanently delete the Application.


a. You may terminate these Terms at any time by discontinuing the use of, and permanently
deleting, the Application in its entirety.


b. These Terms terminate automatically without notice from PRN if you violate any of these
Terms.  


c. No termination of this Agreement shall affect either party’s rights or duties existing prior to
the termination.


5. YOUR PRIVACY
You agree to the use of the IP address and MAC address generated by your device in accordance
with PRN’s data collection policy, as follows:


The Application will collect your IP address and MAC address solely to enable the
Application to operate within a particular restaurant. Once the device on which the
application is installed departs the restaurant, the IP address and MAC address are
automatically deleted and not retained by PRN. PRN does not take any actions to
associate or link any IP address or MAC address to a particular individual. If you have
any questions, please contact PRN.


6. FEES AND PAYMENTS
PRN reserves the right to charge fees for use of updates, upgrades, or future versions of the
Application in PRN's sole discretion. You understand and agree that PRN may include in the
Application software code executing features that may only be activated upon your payment to
PRN of additional consideration.


7. ADVERTISEMENTS
The Application may be supported by advertising revenue and may display advertisements and
promotions. In consideration for your use of the Application, advertising may be displayed to

{3222-001:00069289-3} you, and you agree to such display and further agree that advertising may be targeted to you by
using (i) your physical location, (ii) data pertaining to your use of the Application, or (iii) other
information.  The manner, mode and extent of advertising by PRN are subject to change without
notice.


8. CONTENT IN APPLICATION
PRN may provide help files for end users on the Application. Any other text, music, audio files
or other sounds, photographs, videos or other images (collectively, “Content”) which you may
load, or have access to, as part of, or through your use of, the Application are your responsibility.
You agree that you assume all liability, for (and that PRN has no responsibility to you or to any
third party for) any Content that you create, transmit or display while using the Application and
for the consequences of your actions (including any loss or damage which PRN may suffer) by
doing so.


9. INDEMNIFICATION
To the maximum extent permitted by law, you shall defend, indemnify and hold harmless PRN,
its affiliates and their respective owners, members, directors, officers, managers, employees and
agents from and against any and all claims, demands, actions, suits or proceedings, as well as any
and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees)
arising out of or accruing from your use of the Application including, without limitation, your
downloading or installation of the Application, your violation of any of these Terms, your
violation of applicable laws, or your violation of any rights of another person or entity.


10. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE
APPLICATION, OR YOUR ACCESS OF ANY SERVERS OR NETWORKS RELATING TO
THE APPLICATION, IS AT YOUR SOLE DISCRETION AND RISK.  THE APPLICATION,
AND ANY SERVICE OR NETWORKS PERTAINING TO THE APPLICATION ARE
PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.
PRN EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, RELATING TO THE APPLICATION AND ANY
DATA OR CONTENT ACCESSED THROUGH THE APPLICATION, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF FITNESS,
MERCHANTABILITY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING
OUT OF CONDUCT OR TRADE PRACTICE.


YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR
PERFORMANCE OF THE APPLICATION REMAINS WITH YOU INCLUDING,
WITHOUT LIMITATION, ANY DAMAGE TO YOUR MOBILE DEVICE, COMPUTER
SYSTEM, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE,
EVEN IF PRN HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE
POSSIBILITY OF SUCH A DEFECT OR DAMAGES.

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SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES
SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.


11. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NONE OF PRN, OR ITS
EMPLOYEES, SHAREHOLDERS, REPRESENTATIVES, INDEPENDENT
CONTRACTORS, OR LICENSORS ARE LIABLE TO YOU UNDER ANY THEORY OF
LIABILITY FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL
OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU OR BY THIRD
PARTIES, THROUGH THE USE OR INABILITY TO USE OR ACCESS THE
APPLICATION, ANY DATA OR CONTENT ACCESSED THROUGH THE APPLICATION,
AND SERVERS OR NETWORKS WHICH ARE CONNECTED TO THE APPLICATION
INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA OR DAMAGE TO YOUR
MOBILE DEVICE, COMPUTER SYSTEM, OR OTHER DEVICE, ANY LOSS OF PROFIT
(WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF USE, ANY LOSS
OF GOODWILL OR REPUTATION, OR OTHER INTANGIBLE LOSS, WHETHER OR NOT
PRN HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY
OF ANY SUCH LOSSES. PRN HAS NO LIABILITY ARISING OUT OF YOUR CONENT,
OR ITS LOSS AS A RESULT OF MALFUNCTIONS IN THE APPLICATION OR
OTHERWISE. PRN’S ACTUAL DAMAGES ARISING OUT OF OR RELATING TO THE
APPLICATION OR ANY BREACH BY IT OF THESE TERMS SHALL NOT EXCEED THE
AMOUNT OF $0.10 IN THE AGGREGATE.


12. GENERAL LEGAL TERMS
a. These Terms constitute the entire understanding and agreement between you and PRN and
govern your use of the Application, superseding all prior or contemporaneous agreements
between you and PRN regarding the Application.


b. You agree that the failure of PRN to exercise or enforce any legal right or provision of these
Terms shall not constitute a waiver of such right or provision and that those rights or provision
will still be available to PRN.  If any court of law of competent jurisdiction rules that any
provision of these Terms is invalid, then that provision will be modified only to the extent
necessary to make the Terms enforceable while maintaining the parties’ intent without affecting
the rest of these Terms.


c. These Terms, and the relationship between you and PRN under these Terms, shall be governed
by the laws of the State of California without regard to its conflict of law provisions or the
United Nations Convention on the International Sale of Goods. You and PRN agree to submit to
the personal and exclusive jurisdiction of the courts located within the County of Santa Clara,
State of California, United States of America to resolve any legal matter arising from these
Terms.  Notwithstanding this, you agree that PRN shall be allowed to apply for injunctive relief
(or an equivalent type of urgent legal relief) in any jurisdiction.

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All disputes under these Terms shall be resolved by binding arbitration if mediation does not
resolve the dispute, each of which shall be conducted by JAMS conducted in the County of Santa
Clara, State of California. A party may apply either to a court of competent jurisdiction, or to an
arbitrator if one has been appointed, for prejudgment remedies and emergency relief pending
final determination of a claim in accordance with this Section. Nothing in this Section shall
preclude a party from seeking prejudgment remedies and emergency relief from a court of
competent jurisdiction. All arbitration proceedings and the terms of the resolution of any dispute
shall remain confidential.


d. PRN may assign any of its rights, and delegate any of its duties, under these Terms.
Notwithstanding Section 5, any information that PRN gathers from you, or your device,
concerning your use of the Application may be transferred to any successor in interest of PRN.


13. SURVIVING PROVISIONS
Sections 2, 4, 5, and 9 through 13 and those that by their terms apply after termination of this
agreement, will survive any termination of these Terms.