PLEASE
READ THE FOLLOWING TERMS OF USE CAREFULLY By using the Website or by
using the services, which are made available on this site, including
the ability to order and develop custom coupons (“the Service”), you
agree to be bound by these Terms of Use as they may be amended from
time to time. Any reference to the “Website” includes the Service made
available on the Website. Golden Pacific Systems, Inc. (“Company”), and
Black Bear Diners, Inc. (“Black Bear Diner”) reserve the right to amend these Terms
of Use at any time by posting the amended terms to the Website. Your
continued use of the Website constitutes acceptance of the amended
terms. If you do not agree with these Terms and Conditions (as amended
from time to time) or are dissatisfied with the Website, your sole and
exclusive remedy is to discontinue using the Website.
INTELLECTUAL PROPERTY OWNERSHIP AND USE:
The materials hosted on the Website are protected by United States and
international laws regarding copyrights, trademarks, trade secrets and
other proprietary rights. You are authorized to use the content on the
Website for internal business purposes only. You may not copy, modify,
create derivative works of, publicly display or perform, republish,
store, transmit or distribute any of these materials without the prior
written consent of Company and Black Bear Diner, except that you may store copies
of such materials temporarily in RAM and may store files that are
automatically cached by your web browser for display enhancement
purposes, and you may print a reasonable number of pages for internal
business purposes; provided in each case that you do not alter or
remove any copyright or other proprietary notices included in such
materials. Neither title nor intellectual property rights to any
information or material in this site are transferred to you, but remain
with Company, Black Bear Diner or the applicable owner of such content. The
Black Bear Diner logo, togoslsm.com and all related product and service names,
designs, and slogans are the trademarks or service marks of Black Bear Diner. All
other product and service marks on this site are the trademarks of
their respective owners. USE OF TOGOSLSM.COM WEBSITE; UPLOADING
INFORMATION:
You agree to use the Website only for lawful purposes. You understand
that your use of the Website is subject to this site’s
Privacy Policy, which is a part of
these Terms of Use. You agree not to do any of the following: (i)
upload to or transmit on the Website any defamatory, indecent, obscene,
harassing, violent or otherwise objectionable material, or any material
that is, or may be, protected by copyright, without permission from the
copyright owner; (ii) use the Website to violate the legal rights
(including the rights of publicity and privacy) of others; (iii)
intercept or attempt to intercept electronic mail not intended for you;
(iv) misrepresent an affiliation with any person or organization; or
(v) restrict or inhibit other subscribers’ use of the Website or the
Services. Company reserves the right, but does not assume any
responsibility, to remove from the Website any material posted by you
which Company, in its sole discretion, deems inconsistent with the
foregoing commitments, including any material Company has been
notified, or has reason to believe, constitutes a copyright
infringement. However, Company can neither review all material prior to
transmission on the Website nor ensure prompt action with respect to
objectionable material after it is transmitted on the Website.
Accordingly, Company assumes no liability for any action or inaction
regarding transmissions, communications, or other content that is
provided by third parties. Your failure to comply with the above
provisions may result in the termination of your access to the Website
and may expose you to civil and/or criminal liability. USERS AND
SECURITY:
The Website is intended for access and use solely by Black Bear Diner
franchisees, their authorized employees, and employees of Black Bear Diner. You
need a User ID and password to access and use certain parts of the
Website. You are solely responsible for (1) authorizing, monitoring,
controlling access to and maintaining the strict confidentiality of the
User IDs, passwords and codes (collectively, “IDs”) assigned to you,
(2) instructing authorized Users to not allow another person to use
their IDs, (3) any charges or damages that may be incurred as a result
of your failure to maintain the strict confidentiality of their IDs,
and (4) promptly informing Company in writing of any need to deactivate
an ID due to security concerns. Company and Black Bear Diner are not liable for
any harm related to the theft of IDs, your disclosure of IDs, or you
allowing another person or entity to access and use the Website using
IDs. You shall immediately notify Company and Black Bear Diner of any
unauthorized use of IDs. FEES:
You agree to pay all fees as set forth on the Website for the Service.
You shall pay such fees to Company via an accepted valid credit card.
THIRD-PARTY INFORMATION:
With the mutual consent of Company and Black Bear Diner, third party branding,
contact information, web links or reference information may be provided
on the togoslsm.com Website.
DISCLAIMER AND LIMITATION OF LIABILITY:
THE WEBSITE AND INFORMATION PROVIDED ON THE WEBSITE IS PROVIDED ON AN
“AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. Company, Black Bear Diner or
any person associated with Company or Black Bear Diner makes any warranty or
representation with respect to the quality, accuracy or availability of
the Website. Specifically, but without limiting the foregoing, Company,
Black Bear Diner or anyone associated with Company or Black Bear Diner warrants or
represents that the Website or the information provided on that Website
will be accurate, reliable, error-free, or uninterrupted; that defects
will be corrected; that the Website or the server that makes it
available are free of viruses or other harmful components; or that the
Website will otherwise meet your needs or expectations. COMPANY AND
Black Bear Diner DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NONINFRINGEMENT. IN NO EVENT WILL COMPANY, Black Bear Diner OR THEIR
CONTRACTORS BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL
THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY
TO USE, THE WEBSITE OR ANY LINKED SITE, INCLUDING ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT
NOT LIMITED TO, LOST PROFITS OR DAMAGES RESULTING FROM YOUR USE OF THE
WEBSITE WHETHER SUCH DAMAGES RESULT FROM DELAY OR INTERRUPTION IN
SERVICE; VIRUSES; DELETION OF FILES OR ELECTRONIC COMMUNICATIONS;
ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE WEBSITE OR THE CONTENT
TRANSMITTED ON THE WEBSITE; OR ANY OTHER CAUSE. THE FOREGOING
DISCLAIMERS SHALL APPLY WHETHER OR NOT THERE IS NEGLIGENCE BY COMPANY
OR Black Bear Diner AND WHETHER OR NOT COMPANY OR Black Bear Diner HAS BEEN ADVISED OF THE
POSSIBILITY OF ANY SUCH DAMAGES. SOME OF THE FOREGOING EXCLUSIONS ARE
NOT PERMITTED IN CERTAIN STATES OR COUNTRIES, AND MAY NOT APPLY TO YOU.
INDEMNIFICATION:
You agree to indemnify and hold harmless Company and Black Bear Diner, their
affiliates, agents, third-party information providers, third-party
technology providers, merchants, licensors and others involved in the
delivery of the Website or the delivery of products, services or
information over the Website, and their respective officers, employees
and directors, from and against any and all liabilities, expenses,
damages, and costs, including reasonable attorney’s fees, resulting
from any violation by you of these Terms of Use or otherwise arising
out of your use of the Website. NOTICES:
Any document transmitted to a party or agreement between the parties,
whether in hard copy of electronic format, shall be considered to be a
“writing” or “in writing.” Any such document or agreement shall be
deemed for all purposes (a) to have been “signed” and (b) to constitute
an “original” when printed from electronic files or records established
and maintained in the normal course of business. The conduct of the
parties pursuant to these Terms of Use shall, for all legal purposes,
evidence a course of dealing and a course of performance accepted by
the parties in furtherance of these Terms of Use. The parties agree not
to contest the validity or enforceability of documents or agreements
under the provisions of any applicable law relating to whether certain
agreements are to be in writing or signed by the party to be bound
thereby. Such documents or agreements, if introduced as evidence on
paper in any judicial, arbitration, or other proceeding, will be
admissible as between the parties to the same extent and under the same
conditions as other business records originated and maintained in
documentary form. Neither party shall contest the admissibility of
copies of electronically-transmitted documents or agreements under
either the business records exception to the hearsay rule or the best
evidence rule on the basis that such documents or agreements were not
originated or maintained in documentary form. MISCELLANEOUS:
These Terms of Use shall be governed in all respects by and construed
in accordance with the laws of the State of California, USA, without
regard to its conflicts of law principles. These Terms of Use, as they
may be amended from time to time, completely and exclusively state the
agreement between you and Company and Black Bear Diner with respect to the
Website, and no other terms that may have been communicated to you
orally or in any other manner shall have any force or effect. Any cause
of action you may have with respect to the Website must be commenced
within one (1) year after the claim or cause of action arises or such
claim or cause of action is barred. Company and Black Bear Diner may discontinue
or alter any aspect of the Service, including, but not limited to, (i)
modifying or changing the scope of the Service; (ii) restricting access
to the Service if Company or Black Bear Diner believes there has been a breach of
these terms and conditions, including without limitation for
non-payment of fees; and (iii) discontinuing or replacing certain
content provided by third parties if such content is no longer made
available to Company or Black Bear Diner, at Company and Black Bear Diner discretion and
without prior notice or liability. If any part of these Terms of Use is
unenforceable, the unenforceable part shall be construed to reflect, as
nearly as possible, the original intentions of the parties. The other
provisions of these Terms of Use shall remain in full force and effect.
Company and Black Bear Diner failure to insist upon or enforce strict performance
of any provision of these Terms of Use shall not constitute a waiver of
the provision. Neither a course of dealing or conduct between you and
Company and Black Bear Diner nor any trade practices shall be deemed to modify
these Terms of Use.
