End User Agreement
PRN Productions, Inc.
Server Please ® End User License Agreement
Single Use License Terms and Conditions
Effective April 1, 2019
Updated August 25, 2021
By indicating your agreement to this end user license agreement, or by downloading, installing, or using the Server Please Customer, or the Server Please Waiter 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-sublicensable, 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 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 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.
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. FEES AND PAYMENTS
PRN reserves the right to charge or change 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.
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 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.
7. 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.
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.
9. 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.
SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.
10. 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.
11. 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. 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.
12. 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.