This agreement (“Agreement”) between PreciTaste, Inc., dba PreciTaste ( “Provider,” or “We”) and you, a user of either the Prep Assistant, Planner Assistant or other PreciTaste services or the Subscriber listed in an Order Form, or otherwise, (“Subscriber,” “You” or “User”) concerns (i) the use of or subscription to the PreciTaste Suite of Assistants provided with or without the PreciHub (“PTSAS” or “Services”) which refers to all software, electronic devices, graphical user interfaces (with or without recommendations), websites, mobile applications, physical products, Application Program Interfaces (APIs), cloud services, software interfaces, automated notifications (including emails, text messages, push notifications or electronic notifications), data storage, and similar or related services provided by Provider or its Affiliates, and (ii) the sale of products, whether related to the PTSAS or not (“Products”), which it does now offer or which it may offer in the future.
1. User’s Acknowledgement and Acceptance of Terms
2. Description of Services
3. Registration Data and Privacy
4. Subscription Grant
Provider hereby grants to Subscriber, and Subscriber accepts, nontransferable permission to use Provider’s Services, including the parts of PTSAS as described in Subscriber’s Order Form, or listed as part of Subscriber’s subscription as selected and agreed to by Subscriber during their registration with PreciTaste, or otherwise as captured within PTSAS, only as authorized in this Agreement. PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THE PTSAS OR ACCESSING THE PTSAS’S CONTENT. THE CONTENT, AND THE UNDERLYING SOFTWARE USED TO PRODUCE IT ARE BASED ON DATA INPUTED BY SUBSCRIBERS, ARE COPYRIGHTED AND PROVIDED FOR SUBSCRIBER’S USE. BY ACCESSING OR USING PTSAS CONTENT, SUBSCRIBER IS ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT.
5. Fees for Services
In consideration of the rights granted herein, including receipt of Services and the use of the parts of PTSAS as described in Subscriber’s Order Form, or listed as part of Subscriber’s subscription as selected and agreed to by Subscriber during their registration with PreciTaste, or otherwise as captured within PTSAS, Subscriber shall pay Provider the Subscriber’s Fees specified in schedule A (“Fees”) according to the billing terms specified in Schedule A. Subscriber is responsible for any applicable taxes, including without limitation, any sales, use, levies, duties, or any value added or similar taxes payable with respect to Customer’s order of PTSAS assessable by any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in any Order Form, all fees, rates and estimates exclude sales taxes. Provider is solely responsible for taxes based upon Providers’ net income, assets, payroll, property, and employees.
6. Payment Terms
The Fees owed by Subscriber shall be payable in full according to the payment due on the date of execution of this Agreement (if a hard copy is signed by both parties), or according to the terms of Subscriber’s Order Form. Any Fees unpaid thirty (30) days after their due date shall be considered overdue. Provider shall have the right to pursue any remedies available at law or as provided herein and shall be entitled to reimbursement from Subscriber for Provider’s costs of collection, including attorney fees, costs and disbursements.
7. Maintenance, Data Backup, Security and Technical Support
Provider will maintain the servers and databases that are required for the PTSAS. Provider also will regularly back up all data entered into the PTS AS-components by Subscriber, and encrypt it during transport, to provide privacy and security. Provider has the responsibility to exercise best efforts in securing Subscriber’s data in accordance with relevant security standards and industry best practices. Subscriber is entitled to receive any technical support provided by Provider that is set forth in Schedule B. Provider reserves the right to change its technical support guidelines and procedures listed in Schedule B at any time by providing electronic notice to Subscriber. Subscriber’s continued use of the PTSAS following any changes to Schedule B will constitute acceptance of such changes.
8. Subscriber’s Conduct
Subscriber’s use of the PTSAS is subject to all applicable laws and regulations. If sensing hardware is involved, the subscriber is responsible to comply with applicable law and for informing staff and their customers of SPI that might be captured and compliance in accordance to State privacy laws. Also, it is Subscriber’s sole responsibility to comply with all applicable lawsregarding its use of the PTSAS and with the content it inputs or maintains in PTSAS, including without limitation all applicable employment and hiring laws and regulations and all record keeping and data protection regulations in connection with the collection, processing, disclosure, subject access requests, retention, and transfer of personally identifiable data under the laws of the country and any other local jurisdiction in which Buyer is operating orcollecting and transferring personal data. Provider shall have no liability related to the content Subscriber inputs into PTSAS, or for record keeping requirements and data protection obligations applicable to Subscriber unless expressly assumed by Provider pursuant to this Agreement.
9. Third Party Sites and Their Information, Products and Services
Our PTSAS may link You to other web sites and their products and services on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These other sites linked to the PTSAS may contain information or material that some people may find inappropriate, inaccurate or offensive. Because any sites linked the PTSAS and owned by third parties (“Third Party Web Sites”) are not under our control, You acknowledge that We are not responsible for the accuracy, copyright compliance, legality, safety, decency, or any other aspect of the content of such Third Party Web Sites. We also are not responsible for (i) errors or omissions in any references to other parties on Third Party Web Site, or (ii) for defects in their products and services. The inclusion of such a link or reference is provided merely as a convenience to Subscriber and does not imply endorsement of, or specific business association with, the site or party by Provider, or any warranty of any kind by Provider, either express or implied, as to the fitness and merchantability of the third party products and services. Subscriber acknowledges and agrees that if it chooses any service or product offered on Third Party Web Sites, it has no remedy against Provider for any defects or other issues related to that service or product.
10. IP Ownership and Feedback
Subscriber’s Content. Under this Agreement, the Provider is not being contracted to develop custom software or other materials for Company, but merely providing access to its standard Products and Services. Any and all information that is inputted or uploaded by Subscriber in its accounts registered with Provider’s PTSAS or into one of the user interfaces provided shall remain the sole and exclusive property of Subscriber. However, any ideas, suggestions, feature requests, or usage data given by Subscriber to Provider relating to general software functionality and usage behavior that leads Provider to improve or otherwise alter the PTSAS and associated Services and products shall be the sole and exclusive property of Provider and may be used by the Provider to improve its Products and Services, unless otherwise agreed to separately in writing by the signatories to this Agreement. Subscriber is the sole owner any images or videos captured in the locations of Subscriber by the Provider. Provider can also use any sensing or image data (including videos) captured at location’s of the Subscriber to further develop any of Provider’s algorithms or software, unless otherwise agreed to separately in writing by the signatories to this Agreement. Subscriber hereby grants to Provider the right to use Subscriber’s trademark and logo on its website and related marketing materials, for the sole purpose of indicating to third parties that Subscriber is using the Services.
11. Business Confidential Information
During the activities contemplated by this Agreement, Provider may become acquainted with Subscriber’s technical, sales, marketing, pricing, or other commercial information that has competitive or other business sensitive implications (“Information”) through written, oral or visual means. Subject to the narrow exceptions below, Provider agrees and acknowledges that all such Information is confidential to Subscriber and shall not use the Information, except as required to fulfill its obligations under this Agreement, and shall not disclose the Information to any third parties, including any parent or affiliated company. Provider shall also limit access to the Information within its own organization only to those employees who need to know such Information in order to implement this Agreement and who are expressly obligated to maintain such Information in confidence and in accordance with the restrictions set forth herein. These obligations shall not apply to any Information received by Provider which Provider can reasonably demonstrate (i) was in the public domain at the time of receipt by Provider; (ii) entered the public domain after receipt by Provider, but through no fault of Provider; (iii) was known by Provider prior to its receipt; (iv) is lawfully disclosed to Provider by a third party that was not under an obligation of confidence to Subscriber; (v) which Provider is compelled to disclose by law or legal process, provided Subscriber is given prompt written notice of any such requirement and an opportunity to contest such disclosure; or (vi) is not confidential to the Subscriber because it relates to technical ideas, suggestions, feature requests, or usage data given by Subscriber to Provider relating to general software functionality or usage behavior that leads Provider to improve or otherwise alter the PTSASand associated Services.
12. Unauthorized Use of Materials
Unauthorized Use of Materials
We respect the intellectual property of others, and We ask You to do the same. If You or any other user of our PTSAS You are aware of believes its copyright, trademark or other property rights have been infringed by PTSAS, You or the other user(s) should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:
Identify in sufficient detail the intellectual property (e.g., copyrighted work) that You believe has been infringed upon (or other information sufficient to specify the intellectual property being infringed).
Identify the material that You claim is infringing the intellectual property listed in item (a) above.
Provide information reasonably sufficient to permit Provider to contact You (email address is preferred).
Provide information, if possible, sufficient to permit Us to notify the owner/administrator (if not PreciTaste, Inc.) of the allegedly infringing webpage or other content that is part of or linked to the PTSAS (email address is preferred).
Include the following statement: “I have a good faith belief that use of the materials described above as allegedly infringing is not authorized by the intellectual property owner, its agent, or the law. I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
” Sign the paper and send the written communication to the following address:
Designated Agent for Claimed Infringement
You acknowledge and agree that upon receipt of a notice of a claim of copyright or other intellectual property infringement, We may immediately remove the identified materials from the PTSAS without liability to You or any other party and that the claims of the complaining party may be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act (assuming the issue is copyright infringement).
13. Disclaimer of Warranties, Hardware Warranty
THE PTSAS, AND, MORE BROADLY, ALL OF PROVIDER’S SERVICES AND PRODUCTS, AND ALL CONTENT CONTAINED WITHIN OR RELATED TO THE PTSAS (“CONTENT”), ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PTSAS, ITS CONTENT, AND, MORE BROADLY, ALL THE PROVIDER’S SERVICES AND PRODUCTS WILL MEET SUBSCRIBER’S REQUIREMENTS, (B) THE SERVICES, INCLUDING THE PTSAS AND ITS CONTENT, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE PRODUCTS ARE FREE FROM ANY MANUFACTURING, DESIGN OR OTHER DEFECTS, (D) RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PTSAS, ITS CONTENT, AND MORE BROADLY PROVIDER’S SERVICES AND PRODUCTS, WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (E) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY SUBSCRIBER FROM THE PTSAS, PROVIDER AND/OR AFFILIATES, WILL MEET SUBSCRIBER’S EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. THE PTSAS AND ITS CONTENT COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS, OR (F) THE RECOMMENDATIONS GIVEN BY THE PTSAS ARE ACCURATE. PROVIDER MAY MAKE CHANGES TO THE PTSAS, ITS CONTENT, AND MORE BROADLY ITS SERVICES AND PRODUCTS, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY SERVICES OR PRODUCTS LISTED ON THE PTSAS, AT ANY TIME. THE CONTENT OF THE PTSAS MAY BE OUT OF DATE, AND PROVIDER MAKES NO COMMITMENT TO UPDATE IT. USE OF THE PTSAS, ITS CONTENT, AND MORE BROADLY PROVIDER’S SERVICES, AND/OR THE DOWNLOADING, ACCESSING OF OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE PTSAS, IS DONE AT SUBSCRIBER’S OWN DISCRETION AND RISK AND WITH SUBSCRIBER’S AGREEMENT THAT IT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM, LOSS OF DATA, LOSS OF PROFITS, OR OTHER COSTS INCURRED FROM SUCH ACTIVITIES. Recommandations, or tasks displayed on the user interfaces of the PTSAS are not intended to be professional advice. Subscriber further understands and agrees that Provider has no control over either third party web sites or web service Subscriber may access in the course of its use of the PTSAS or the electrical power sources supporting those networks or services, and therefore, delays and disruption of other network transmissions are completely beyond Provider’s control. Subscriber understands and agrees that Provider’s Services available to Subscriber are provided “AS IS” and that Provider assumes no responsibility for the timeliness, deletion, miss-delivery or failure to store any User communications or personalization settings. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Hardware Warranty: Unless otherwise stated by PreciTaste in a sales agreement between PreciTaste and End-User Customer, Hardware directly manufactured by PreciTaste (“PreciTaste Hardware”) is warranted for a period of sixty (60) days from date of shipment from PreciTaste or, with proof of purchase, from the purchase date whichever is later, against defects in workmanship and materials, provided the PreciTaste Hardware remains unmodified and is operated under normal and proper conditions. PreciTaste DOES NOT PROVIDE, AND DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, FOR HARDWARE THAT IS NOT MANUFACTURED BY PreciTaste “THIRD PARTY HARDWARE”. The sole obligation of PreciTaste for defective PreciTaste Hardware is limited to repair or replacement (at PreciTaste’s sole discretion) on a “return to service depot” basis with PreciTaste’s prior authorization. Subscriber is responsible for shipment to PreciTaste and assumes all costs and risks associated with this transportation. PreciTaste shall be responsible for return shipment to End-User Customer, unless PreciTaste, in PreciTaste’s sole and absolute discretion, determines that the corresponding Hardware has no defect or is not under warranty, in which case Subscriber shall be responsible also for return shipment. No charge will be made to Subscriber for warranty repairs. PreciTaste shall not be responsible for any damage to or loss of any software programs, data or removable data storage media, or the restoration or reinstallation of any software programs or data.Warranty repair shall be performed in a good and workmanlike manner. The repair shall conform in all material respects to the applicable industry standards for a period of thirty (30) days following completion of the repair or until the end of the original warranty period, whichever is longer. Subscriber’s sole and exclusive remedy in regard to warranty repair shall be to request PreciTaste to re-perform the non-conforming warranty repair.
14. Limitation of Liability
In no event shall Provider or its Affiliates be liable for any direct, indirect, incidental, consequential, compensatory, special, exemplary, or punitive damages, including any damages resulting from lost or exposed data or lost profits arising from the use of the PTSAS, its content (recommendations, tasks, etc.), and more broadly Provider’s Products and other Services, even if Provider has been advised of the possibility of such damages as a result of their use. As part of this limitation of liability, Provider shall not be liable for any damages Subscriber may suffer from the use of Provider’s Services and/or Products, including the PTSAS, its content, lost data entered into the PTSAS, or otherwise. The foregoing limitation of liability shall apply whether the claim is based upon principles of contract, warranty, negligence, or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO SUBSCRIBER. In such cases, Provider’s maximum aggregate liability (whether in contract, tort or any other form of liability) for damages or loss, howsoever arising or caused, whether or not arising from Provider’s negligence, shall in no event be greater than the Set Up and Subscription Fees specified in Schedule A of this Agreement and the total value of any defective component / product.
Upon a request by Provider, Subscriber agrees to defend, indemnify, and hold Provider and its Affiliates harmless from all liabilities, claims, costs, and expenses, including attorney’s fees, which arise from Subscriber’s use or misuse of the PTSAS. Provider reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Subscriber, in which event Subscriber will cooperate with Provider in asserting any available defenses.
16. Subscriber’s Account and Password
If access to the PTSAS or other Services provided by the Provider is password protected, Subscriber is solely responsible for maintaining the confidentiality of its password.
17. International Use
Although some components of the PTSAS may be accessible worldwide, accessing the PTSAS from territories where its content is illegal is prohibited. Those who choose to access the PTSAS from other locations outside of the United States do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the PTSAS is void where prohibited by applicable law.
18. Term and Termination of Use of Services
(a) Term. The Initial Term of this Agreement shall commence on the date that Subscriber installs a component of the PTSAS at a location(s) or download a software component of the PTSAS and shall continue until the end of the subscription period as specified by the subscription plan that Subscriber selects for their location(s) in PTSAS or within Subscriber’s Order Form. Unless stated otherwise in Subscriber’s subscription or Subscriber’s Order Form, all subscriptions that utilize any part of the PTSAS have a 12 month Initial Term. Following the Subscriber’s then effective Initial Term or Renewal Term, Subscriber’s subscription(s) will automatically renew for a period of time equal to the length of the Initial Term (“Renewal Term”), unless Subscriber cancels their subscription by giving Provider written notice to cancel their subscription by emailing notices@PreciTaste.com (30) thirty days prior to the end of their then current Initial Term or Renewal Term. The Initial Term and any Renewal Term(s) shall constitute the Term of this Agreement (“Term”).
(c) Termination by Subscriber. Subscriber also may terminate this Agreement at any time and for any reason, and in such case, termination will become effective at the end of Subscriber’s then current Initial or Renewal Term – determined by the subscription plan they have selected in PTSAS (i.e. if Subscriber is canceling a Monthly subscription plan, cancelation will become effective at the end of the monthly period in which they have cancelled their subscription plan in PTSAS; if Subscriber is canceling an Annual subscription plan, cancelation will become effective at the end of the annual period in which Subscriber cancels their annual subscription plan in PTSAS). In case of termination by the Subscriber, any hardware provided has to be returned to returned to Provider at the cost of Subscriber, if not otherwise stated in the order form.
(d) Credits and Prepayment(s). Any promotional credits not paid for, but earned based on referrals or otherwise, are non-refundable. Any prepayments for Hardware, Products, or Services, including prepayment for subscription fees beyond the current Term of Subscriber’s subscriptions, are non-refundable.
19. Governing Law
The PTSAS (excluding any linked sites) is controlled by Provider from its offices within the State of New York, United States of America. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of New York, by accessing the PTSAS both parties agree that the statutes and laws of the State of New York, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of the PTSAS and the purchase of Products and Services available through the PTSAS. Each party agrees and hereby submits to the exclusive personal jurisdiction and venue any court of competent jurisdiction within the State of New York with respect to such matters.
All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to Provider must be sent to the attention of Customer Service at notice@PreciTaste.com, if by email, or to PreciTaste, Inc.,, if by conventional mail. Notices to Subscriber may be sent to the physical or electronic mailing address supplied by Subscriber as part of its Registration Data. In addition, Provider may broadcast notices via email or messages through the PTSAS to inform Subscriber of changes to the PTSAS or other matters of importance, and such broadcasts shall constitute notice to You at the time of sending.
21. Disputes Between Provider and Subscriber
22. Prohibited Acts
24. Information Collected Automatically
In some cases, the PTSAS automatically (i.e., not via registration) collects technical information when You, the Subscriber, connects to the PTSAS. Examples of this type of information include the type of internet browser You are using, the type of computer operating system You are using, and the domain name of the website from which You linked to our site. Also, when You use the PTSAS, some information may be stored on your computer in the form of a “cookie” or similar mechanism. You consent to the automatic collection of such information through your use of our Services.
If any term, condition or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement with regard to that term, condition or provision. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
26. Force Majeure
In addition to the Disclaimer of Warranties and Limitation of Liability provisions (Sections 13 and 14 above), Provider shall also not be held responsible for any failure of performance to make timely delivery of all or any part of its Services and products in the event such failure was due, in whole or in part, to federal, provincial or municipal action, statute, ordinance or regulation, strike or other labor trouble, fire, power shortage, network interruption, water or other damage to or destruction of, in whole or in part, the Provider’s offices, or any other cause, act of God, contingency or circumstances not subject to the reasonable control of Provider, which causes delays or hinders the delivery of Services and its products. Provider shall determine in good faith the extent to which it can reasonably control a cause, contingency, or circumstance that affects the performance of its obligations.
Subscriber is subject to Fees (Subscriber’s Fees) set forth in: Subscriber’s Order Form.
Subscriber’s Fees must be paid on a timely basis. Unless stated otherwise in a signed Order Form or in Subscriber’s subscription description, Payment for Subscriber’s Fees are due upon receipt for all fees included in Subscriber’s subscription term and billed in advance of the subscription term. Any prepayments for Hardware, Products, or Services, including prepayment for subscription fees beyond the current Term of Subscriber’s subscriptions, are non-refundable. Subscriber’s account is considered delinquent and may be either fully or partially suspended when payment of the Fees is overdue by 21 calendar days. The Provider makes no guarantee to retain data for delinquent accounts. Delinquent accounts may be reactivated, if the data has still been retained by the Provider, by paying all outstanding amounts of Subscriber’s Fees. Subscription Fees for products and features within PTSAS are subject to change with advanced notice to Subscriber and may increase periodically due to improvements to Services or otherwise. Subscriber will not be required to pay any additional fees or a difference in price due to an increase in the Subscription Fees for time already paid for.
Provider agrees and is pleased to provide technical support, which is based on the availability of technical support staff. This document was last updated on Jan, 30th 2023