Terms of Sale
Date of Last Update October 25th, 2018
These terms of sale (the “Terms”) apply to all orders accepted by Authentic Restaurant Concepts, Inc. (“ARC”) for the sale of its software products and other ARC services (the “Products”), except in the case that you and ARC have executed a written agreement that supersedes these Terms. To the extent the Products contain or consist of software in any form (“Product Software”), such Product Software is licensed to you, not sold, and only in accordance with the section below entitled “Software License” and the ARC Product Software License Agreement. Terms such as “sell” and “purchase,” as used in these Terms, apply only to the extent the Products consist of items other than Product Software.
By placing an order with ARC, you agree that: (i) any credit card information supplied by you is true and complete; and (ii) you will pay the applicable price listed and applicable taxes.
ARC can withdraw Products at any time and for any reason. Prices listed are stated in U.S. dollars, and do not include any handling charges or applicable taxes. All handling charges and taxes will be communicated to you before you place an order and you are responsible for paying such charges and taxes to ARC. You agree to indemnify and hold ARC harmless from and against any liabilities, interest, penalties or fees assessed against ARC arising from your failure to pay any such taxes and charges. All Product prices are subject to change at any time, in our sole discretion.
Acceptance and Fulfillment
All orders are subject to acceptance by ARC. ARC, in its sole discretion, reserves the right not to accept your order for any reason or no reason.
3.1 Subscription Terms
ARC offers a range of subscription plans to its Services. As an express condition of your use of and access to the service, you agree to pay all fees applicable to your subscription plan (your “Plan”), any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Analysis Service. To view the specific details of your Plan, including pricing information and the commencement date of your next renewal period, email email@example.com.
3.2 Changes in Fees
We may, upon any notice required by applicable law, change the fees for the Service at any time or require new fees or charges. Such changes will be effective immediately upon posting on Our Website; provided, however, that such fee changes will be effective only as to prospective Analysis Service orders (including renewals) accepted by ARC after the effective date of such change. Please be aware that any discounts applicable to previous subscriptions may not apply to renewed subscriptions.
3.3 Payment of Fees
Your Plan, which may start with a Free or Discounted Trial Period, will renew automatically and continue month-to-month or year-to-year (depending on your Plan) unless and until you cancel your Plan or we terminate it, in each case pursuant to the terms of this Agreement (see Section 3.6 (Account Cancellation) and Section 12 (Term and Termination)). You must cancel your Plan before it renews in order to avoid fees due under the next billing cycle. To view the specific details of your Plan, including pricing information and the commencement date of your next renewal period, email firstname.lastname@example.org.
We will bill the fees due under your Plan to the credit card you provide to us during registration (or to a different credit card if you change your payment information). You acknowledge that the amount billed for each renewal period may vary due to promotional offers, changes in your Plan, and changes in applicable taxes, and you authorize us to bill you the corresponding amounts.
We reserve the right to deactivate your access to the Service for failure to pay applicable fees as described in this Agreement. Unless otherwise stated, all fees are stated in U.S. Dollars.
3.4 Credit Card Payments
All fees for your Plan will be billed to your credit card. You authorize the card issuer to pay any amounts described herein and in your Plan and authorize us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account until you or we cancel or terminate your Plan as provided herein or these amounts are paid in full, whichever is later. You must provide current, complete and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number and expiration date) to keep your account current, complete and accurate, and you must promptly notify ARC if your credit card is lost or stolen, or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your username or password). You authorize us to obtain updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you as a replacement. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.
3.5 Payment Terms, Refunds, and Upgrade and Downgrade Terms
- The fees for your Plan are billed in advance, are non-refundable, and automatically renew on a monthly or annual basis, as specified in your Plan. With the exception of the Money Back Trial Period (described below), no refunds or credits will be provided for partial months of the Service, upgrades/downgrades, or for months unused with an open account.
- If you downgrade your Plan level, your credit card will automatically be charged the new rate beginning with your next billing cycle. Downgrading your Plan may cause the loss of account content, features, or capacity. ARC does not accept any liability for such loss.
- If you upgrade your Plan level, your credit card will immediately be charged a pro-rated amount reflecting the increased rate, and you will be charged the full amount of the new rate beginning with your next billing cycle.
- Any discounts applied to a previous subscription may not apply to a renewed subscription, including to any automatic renewals.
3.6 Account Cancellation
- The only valid method for canceling your Plan is via the cancellation link provided on the “My Account”, page, accessible after logging in to the https://app.clickBACON.com Website. Requests to cancel by e-mail or phone are not considered and do not accomplish cancellation.
- If you cancel your Plan before the end of your current pre-paid period, you will not be charged again for your Plan beginning with the next billing cycle. You will immediately lose all access to the Service and any data or information stored in your account.
3.7 Money Back Trial Period
- For subscription plans that do not involve a Free Trial Period ARC may offer, during the registration process, a one-time money back period during which you can try out the Analysis Service for a period of 60 days and request a refund during the specified money back period if you are unsatisfied with the Service for any reason (“Money Back Trial Period”).
- If you participate in a Money Back Trial Period, at the commencement of the Money Back Trial Period your credit card will be charged the full amount due under your Plan, as described above.
- You may cancel your Plan at any time during the Money Back Trial Period by following the steps described in Section 3.6
- If you fail to cancel your Plan within the Money Back Trial Period, no refund will be available to you and you will thereafter be billed on a month-to-month or year-to-year basis (depending on your Plan) unless and until you cancel your Plan or we terminate it (see Section 3.6). ARC reserves the right to modify, cancel and/or limit the Money Back Trial Period offer at any time.
3.8 Free Trial Period
- ARC may offer, during the registration process, a one-time free trial period during which you can try out the Analysis Service for 30 days from the date you register to use the Service without pre-paying in advance (“Free Trial Period”). To view the specific details of your Plan, including pricing information and the commencement date of your next renewal period, email email@example.com.
- If you participate in a Free Trial Period, you must cancel the Analysis Service by the end of the Free Trial Period to avoid incurring any charges. If you do not cancel the Analysis Service before the Free Trial Period expires, you authorize us to charge your credit card the full cost of your Plan, as described to you during the registration process. Your Plan will then automatically renew and continue month-to-month or year-to-year (depending on your Plan), unless and until you cancel your Plan or we terminate it (see Section 3.6 (Account Cancellation) and Section 12 (Term and Termination)). You will not receive a notice from ARC that your Free Trial Period is about to end or has ended.
- In some instances, the available balance or credit limit on the credit card provided during the registration process may be reduced to reflect the pre-authorization of certain de minimis charges related to your Plan; however, no charges will be made against your credit card unless you do not cancel prior to the end of your Free Trial Period.
- You may cancel your Plan at any time during the Free Trial Period by following the steps described in Section 3.6 (Account Cancellation). Upon canceling your account, you will immediately lose all access to the Analysis Service and any data or information stored within your account (see Section 12 (Term and Termination) for additional details).
- ARC reserves the right to modify, cancel and/or limit the Free Trial Period offer at any time.
Purchases are intended for end users only, and are not authorized for resale.
Purchases are intended for end users only, and are not authorized for duplication, re-distribution or use for anything other than your personal use.
From time to time or anytime, ARC, in its sole discretion, will offer one or more special promotional items. Due to limited availability, these items are only available while supplies last.
You acknowledge that you have verified the compatibility of the Products with other required equipment (e.g., ensuring that your computers, mobile devices and/or operating systems are compatible with the Product). You are solely responsible for determining the compatibility of the Products with other equipment.
Limitations on Liability
IN NO EVENT WILL ARC BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, USE, PROFITS, DATA, OR GOODWILL) OR COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS OR THE PURCHASE, SALE, USE, OPERATION OR PERFORMANCE OF THE PRODUCTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER OR NOT ARC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. ARC AND YOU HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL ARC’S LIABILITY TO YOU ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THESE TERMS AND PURCHASE OF PRODUCTS, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE ACTUAL AMOUNT PAID TO ARC BY YOU FOR THE PRODUCT THAT GIVES RISE TO THE CLAIM.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
The ARC Product Software is licensed to you, not sold, and only in accordance with the ARC Product Software License Agreement. ARC grants to you a non-exclusive, non-transferable and non-sublicensable license to use the Product Software, in executable form. You may not copy or modify the Product Software. You acknowledge and agree that the Product Software contains trade secrets and copyrighted materials of ARC, and, in order to protect such trade secrets and copyrights, you agree not to disassemble, decompile or reverse engineer the Product Software nor permit any third party to do so. You further acknowledge and agree that you will not copy, adapt, modify, prepare derivative works based upon, reverse engineer, distribute, license, sell or transfer the Product Software. ARC reserves all rights and licenses in and to the Product Software not expressly granted to you under these Terms or the ARC Product Software License Agreement.
By using your Product you are agreeing to be bound by the ARC Product Software License Agreement. You can read or download a full copy of the ARC Product Software License Agreement at http://therestaurantboss.com/legal-stuff. If any of these Terms conflict with the terms of the ARC Product Software License Agreement, the ARC Software License Agreement will govern.
Governing Law: These Terms and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles.
Informal Dispute Resolution: We want to address your concerns without the need of a formal legal case. Before filing a claim against ARC, you agree to try to resolve the Dispute informally by contacting firstname.lastname@example.org. We will try to resolve the Dispute informally by contacting you. If a dispute is not resolved within 30 days after submission, you or ARC may bring a formal proceeding.
We Both Agree To Arbitrate: You and ARC agree to resolve any Disputes through final and binding arbitration, except as set forth under Opt-out of Agreement to Arbitrate below.
Opt-out of Agreement to Arbitrate: You can decline this agreement to arbitrate by contacting email@example.com within 30 days of first accepting these Terms and stating that you (include your first and last name) decline this arbitration agreement.
Arbitration Procedures: The American Arbitration Association (“AAA”) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Santa Barbara County, California, or any other location we agree to.
Arbitration Fees: The AAA rules will govern payment of all arbitration fees.
Exceptions to Agreement to Arbitrate: Either you or ARC may assert claims, if they qualify, in small claims court in Santa Barbara County, California. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Products, ARC services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
No Class Actions: You may only resolve Disputes with ARC on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under our agreement and these Terms.
Judicial Forum for Disputes: In the event that the agreement to arbitrate is found not to apply to you or your claim, you and ARC agree that any judicial proceeding will be brought in the federal or state courts of Santa Barbara County, California. Both you and ARC consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.
Limitation on Claims: Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your purchase, license and use of the Products or ARC services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
The parties expressly disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.
You may not assign or transfer these Terms, or any order accepted by ARC hereunder, in whole or in part, by operation of law or otherwise, without ARC’s express prior written consent. Any attempt to do so, without ARC’s consent, will be null and of no effect. ARC may freely assign these Terms.
ARC will not be responsible for any failure or delay in its performance under these Terms due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or acts of God.
The failure by ARC to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
These Terms constitute the complete and exclusive agreement between ARC and you regarding its subject matter and supersedes all prior or contemporaneous quotations, agreements, communications or understandings, whether written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of these Terms will be effective only if in writing and signed by duly authorized representatives of each party.
You will not export or re-export, directly or indirectly, the Products, or any technical information related thereto, or any direct products thereof, to any destination or person prohibited or restricted by the export control laws and regulations of the United States, without the prior authorization from the appropriate governmental authorities.
All notices required or permitted to be given under these Terms will be in writing and will be deemed given: (i) upon actual delivery, if made by personal service; (ii) three (3) days after mailing, if made by U.S. certified or registered mail; (iii) one (1) business day after delivery to the courier or overnight delivery service, if made by courier or overnight delivery service; and (iv) upon receipt if sent via email. All notices will be addressed to such address as the party who is to receive the notice so designates by written notice to the other.