PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE ALOCITO MOBILE APPLICATION (“THE APP”). THIS AGREEMENT IS SOLELY BETWEEN YOU AND ALOCITO. APPLE, INC. (INCLUDING ITS SUBSIDIARIES, “APPLE”) AND GOOGLE (INCLUDING ITS SUBSIDIARIES, “GOOGLE”) ARE NOT RESPONSIBLE FOR ANY OBLIGATIONS UNDER THIS AGREEMENT OR ANY OBLIGATIONS CONCERNING THE APP WHATSOEVER. THIS AGREEMENT SETS FORTH THE TERMS UPON WHICH YOU ARE AUTHORIZED TO DOWNLOAD, INSTALL AND USE THE APP ON YOUR APPLE iOS OR ANDROID DEVICE. BY DOWNLOADING, INSTALLING OR USING THE APP, YOU ACCEPT THIS AGREEMENT AND ALL THE TERMS AND CONDITIONS CONTAINED HEREIN. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING IN THE RELEVANT BOX AND/OR CONTINUING TO INSTALL OR USE THE APP, YOU CONSENT TO BE BOUND BY THIS AGREEMENT. YOU ALSO REPRESENT AND WARRANT TO THE EXTENT THAT THE APP MAY BE USED BY A FAMILY MEMBER OR OTHER INDIVIDUAL, YOU HAVE THE AUTHORITY TO BIND SUCH INDIVIDUAL TO THIS AGREEMENT, AND ANY USE BY SUCH INDIVIDUAL SHALL ONLY (1) OCCUR SUBJECT TO THIS AGREEMENT, AND (2) ONLY AFTER YOU HAVE INFORMED SUCH INDIVIDUAL OF THIS AGREEMENT, PROVIDED SUCH INDIVIDUAL WITH A COPY OR ACCESS TO THE AGREEMENT, AND SUCH INDIVIDUAL HAS AGREED TO BE BOUND BY THIS AGREEMENT.
Welcome to the Alocito Mobile Application or “The App”, the mobile application for Apple iOS and Android devices for end users to use to access the Alocito System (“System”) provided by Alocito, Inc., pursuant to which you may have services performed by Alocito to allow you to interact with, communicate with, order from and have food and other products prepared for you from various Vendors, who are independent entities and not associated with Alocito except that they use the System to advertise their services and products. The App and the System are owned and operated by Alocito. The services and products provided by any Vendor, as discussed above, (the “Vendor Services”) are provided by Vendors, all of whom are entities that are separate from Alocito and not under the control or direction of Alocito. To download, install or use The App to access the System and receive Online Care Services, you must agree to be bound by all of the terms of this Agreement. By downloading, installing or using The App, you are agreeing to be bound by all of the terms of this Agreement. Alocito may, from time to time, change the terms of this Agreement. THIS AGREEMENT GOVERNS YOUR USE OF THE APP TO ACCESS THE SYSTEM.
All products available through the System are not prepared, delivered, or sold by Alocito, and you acknowledge, understand and agree that Alocito has no control over the quality or safety of the products, or whether such products contain various allergens, even if they are represented as being free of such allergens. You also acknowledge, understand and agree that Alocito is solely offering its service to you and the Vendors listed on the System as a convenience to each party, and Alocito is not a party to any transaction conducted through the System between you and a Vendor on the System. As such, while Vendors may list the ingredients that their products include or do not include, or that their products are free of various allergens (including but not limited to such products being nut-free, gluten-free, legume-free, potato-free, lactose-free…), that the products are halal, kosher, organic, or vegan, or any other statement made by any Vendor regarding any product, and you acknowledge and agree that Alocito does not investigate any claims by a Vendor, does not verify menus, ingredients, food preparation standards, any statement, descriptions or representations made by any Vendor, and as such Alocito has no responsibility, liability for any error, omission, mistakes related to such products. While Alocito may provide the ability to provide notes regarding allergies, food preparation requirements, or any other concerns to a Vendor regarding a specific product through the System, you or anyone else who will be receiving or consuming any product MUST VERIFY AND CONTACT THE VENDOR AND/OR RESTAURANT DIRECTLY, such as at time of receiving the product(s) from the Vendor, regarding your specific needs and concerns, including but not limited to any allergies, or preparation requirements. BY USING THE SYSTEM, YOU ACKNOWLEDGE, UNDERSTAND AND SPECIFICALLY AGREE THAT ALOCITO IS NOT RESPONSIBLE FOR ANY STATEMENTS, OMISSIONS, ERRORS OR MISTAKES REGARDING THE PRODUCTS PROVIDED BY A VENDOR TO YOU, EVEN IF SUCH PRODUCTS WERE ORDERED THROUGH THE SYSTEM, AND THAT WITHOUT YOUR ACCEPTANCE OF THIS DISCLAIMER, ALOCITO WOULD NOT AND COULD NOT PROVIDE THE SYSTEM FOR YOUR CONVENIENCE.
Subject to the terms and conditions herein and any modifications to these terms in the future, Alocito hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the software, content, and documentation on and in The App, in object code format, only, on any iOS or Android device that you own or control, and as permitted by the Usage Rules set forth in the Apple App Store Terms of Service and/or Google Play Terms of Service, only to the extent necessary for you to interact and order from Vendors providing the Vendor Services using the System. You agree not to sell, rent, lease, transfer, sublicense, provide service bureau or timeshare services, distribute or otherwise make The App available to third parties for any reason. You further agree not to: (i) modify, translate, copy, reverse engineer, decompile, disassemble, re-engineer, or otherwise create or attempt to create the source code of Alocito, or its structural framework, or (ii) modify or create derivative works of The App or use The App in whole or in part for any purpose except as expressly provided in this Agreement. You also agree not to allow or permit others, directly or indirectly (including but not limited to the use of wizards, agents, bots, or other utilities) to perform any of the actions prohibited in (i) and (ii) in the immediately preceding sentence. You understand and agree that while The App is provided free of charge, fees are charged for use of the System and for Online Care Services. Alocito may charge for The App in the future.
Certain components of The App may be provided by third parties. Any software, content or services provided by Alocito from a third party (“Third Party Components”) are provided to you hereunder subject to the terms and conditions of the applicable third party, which terms and conditions for such Third Party Components may change from time to time and if not otherwise provided to you are available by request from Alocito. If any such Third Party Components become unavailable to Alocito for any reason, or Alocito deems it appropriate, in its reasonable discretion, then Alocito may remove or replace such Third Party Components.
You must comply with all applicable third party terms of agreement while using The App, such as the terms of your agreement with your wireless data service provider.
Alocito shall at all times solely and exclusively own all right, title, and interest in and to The App and the related documentation, materials created or generated by Alocito as well as the specifications, technology and all intellectual property or other rights in the foregoing, including but not limited to any and all modifications and derivative works. No implied licenses are granted.
You agree that you shall use The App to access the System and receive the Vendor Services only in accordance with the terms of this Agreement, applicable law, and the rules, policies and procedures established by Alocito for use of the System. You agree to use The App in a manner consistent with all applicable standards and requirements, local, state, and national laws and regulations, and otherwise in accordance with this Agreement and any rules, policies and procedures established by Alocito for use of The App. By registering and using The App, you represent and warrant that all information provided to Alocito in connection with this Agreement, including in the process of registration for The App, is true, accurate and complete. You are responsible for obtaining and maintaining all equipment and systems necessary to access The App and for paying all charges related thereto.
You are fully and solely responsible for any and all use of The App or iOS or Android device. Alocito reserves the right to revoke or deactivate your access to or through The App at any time, including the Vendor Services. You understand and agree that The App uses a data connection through your cellular carrier or the Internet to communicate with the System and provide access on your device to the System, and by using The App you agree that data connections and transmissions through your cellular carrier or the Internet are never completely private or secure and that you understand that any message or information you send to or receive from the System, including during provision of the Vendor Services, may be read or intercepted by others, even though Alocito uses industry standard practices for protecting against such reading or interception by others and even if there is a special notice that a particular transmission is encrypted.
Alocito does not offer support for The App other than the provision of updates, patches, bug fixes and new versions via the Apple App Store or Google Play, to be determined in Alocito’s sole discretion. Neither Apple nor Google has any obligation to provide maintenance and support for The App. It is your obligation to ensure that you are using the latest version of The App, and Alocito may refuse to allow access to the System or the provision of the Vendor Services at any time for any App that is not the most current application available.
You agree not to access or use The App in an unlawful way or for an unlawful or illegitimate purpose. You shall not post, transmit or store (a) a message or information under a false name; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others; (d) upload or provide false information through The App; or (e) test, compare, review, or competitively analyze the System or Online Care Services. You shall not attempt to disrupt the operation of The App, the System or Vendor Services through use of methods such as viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding or spamming. You shall not use The App in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access The App for any purpose.
Alocito reserves complete and sole discretion with respect to the operation and use of The App. Alocito may collect, retain, and use records and other data and information relating to your use of The App, including but not limited to, the history of use. Alocito may also, among other things, withdraw, suspend or discontinue The App or any functionality or feature of The App. Alocito is not responsible for maintaining data arising from the use of The App. Alocito reserves the right to maintain, delete or destroy all communications and materials posted or uploaded pursuant to any internal record retention and/or destruction policies as such policies may be amended from time to time.
In using The App, you will have access to confidential information of Alocito that may include, but is not limited to, software, codes, technology, logic, techniques, formats, tools, designs, concepts, methods, processes, ideas, functional specifications, technical materials and information, and related documentation. You agree to maintain and safeguard vigilantly the privacy and security of all confidential information. Without limiting the foregoing, you agree to undertake all necessary measures to ensure the privacy and security of all Confidential Information.
This Agreement is for an on-going, indefinite term. You or Alocito may suspend or terminate your access to or use of The App at any time, for any reason or for no reason, and may also terminate this Agreement at any time. Alocito has the right (but not the obligation) to refuse to provide access to The App to any person, agency or organization, or to prohibit any person, agency or organization from using the System or receiving the Vendor Services, at any time, for any reason or for no reason at all, in its sole discretion. Alocito reserves the right to change, suspend, or discontinue all or part of The App, temporarily or permanently, without prior notice. Alocito reserves the right to delete or change any information at any time, for any reason or for no reason. You acknowledge and agree that the obligations relating to confidential information under this Agreement will continue after termination of this Agreement and termination of access rights hereunder.
You acknowledge that your access to The App shall be immediately suspended and this Agreement shall be terminated if you violate any provision of this Agreement. You acknowledge and agree that a violation of this Agreement by you will result in irreparable injury for which monetary damages are an inadequate remedy that will entitle Alocito to obtain, without the posting of any bond or other security, a court order prohibiting you from using The App, the System, Online Care Services, or any Confidential Information.
All of the content available on or through The App, uploaded to the System, or shared during the provision of the Vendor Services is the property of Alocito or its licensors or licensees and is protected by copyright, trademark, patent, trade secret and other intellectual property law. Alocito gives you permission to display, download, store and print the content only for your personal use to connect to the System to access the Vendor Services. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate the content received through The App to anyone. Any copy made of information obtained through The App must include the copyright notice. All software and accompanying documentation made available for download from The App is the copyrighted work of Alocito or its licensors or licensees. All Alocito trade and service names, including, but not limited to “Alocito ™” are trademarks of Alocito. All other brands and names are the property of their respective owners. Nothing contained in this Agreement or in The App should be construed as granting any license or right to use any trademark of Alocito or its licensors, licensees or suppliers without the express written permission of Alocito or such third-party that may own the trademark.
Areas accessed using The App may contain links to other web sites. Please note that when you click on any of these links, you are entering another web site for which we have no responsibility or control. The inclusion of any link does not imply affiliation, endorsement or adoption by us of the linked site or any medical or other information contained therein. Alocito encourages you to read the terms and conditions, data-gathering practice and privacy policies of all linked sites as they may materially differ from ours. You agree that Alocito shall not be responsible for any loss or damage of any sort incurred as a result of any such links or as the result of the presence of such links on this site. It is up to you to take precautions to ensure that whatever linked material you select is free of items such as viruses, worms, Trojan horses and other destructive items.
ACCESS TO THE APP AND THE INFORMATION CONTAINED VIA THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ALOCITO DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, ALOCITO DOES NOT WARRANT THAT THE APP OR ACCESS TO THE APP WILL BE UNINTERRUPTED OR ERROR-FREE, WILL BE COMPATIBLE WITH ANY HARDWARE OR SYSTEMS SOFTWARE CONFIGURATION, WILL MEET YOUR NEEDS OR REQUIREMENTS, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES ALOCITO MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE APP OR ANY OF THE INFORMATION CONTAINED THEREIN, OR ANY SERVICE OR PRODUCT PROVIDED THROUGH THE APP, INCLUDING BY ANY VENDOR, AS WELL AS ANY STATEMENT OR REPRESENTATION BY ANY VENDOR. NO ADVICE OR OTHER REPRESENTATIONS BY ALOCITO OR ITS AGENTS SHALL CREATE ANY WARRANTY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE APP AND YOUR RELIANCE UPON ANY OF THE CONTENTS ACCESSED IS AT YOUR SOLE RISK.
YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO THE APP OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION VIA THE APP CAUSED BY YOU OR ANY PERSON USING YOUR APP. ALOCITO CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY PROTECTED HEALTH INFORMATION, ADVICE, IDEAS, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH THE APP. YOU ASSUME ALL RISKS ASSOCIATED WITH THE USE OF THE APP, INCLUDING WITHOUT LIMITATION RISKS RELATING TO QUALITY, AVAILABILITY, PERFORMANCE, DATA LOSS, SECURITY AND USE IN A PRODUCTION ENVIRONMENT. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT AVAILABILITY OF THE APP IS SUBJECT TO APPLE’S OR GOOGLE’S SOLE DISCRETION AS THE OPERATORS OF THE APPLE APP STORE OR THE GOOGLE PLAY STORE (AS APPLICABLE). SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY. NEITHER APPLE NOR GOOGLE HAVE ANY OBLIGATIONS UNDER THIS WARRANTY OR UNDER THIS AGREEMENT.
IN THE EVENT OF ANY PROBLEM WITH THE APP OR ANY CONTENT ACCESSED VIA THE APP, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE APP. UNDER NO CIRCUMSTANCES SHALL ALOCITO OR ANY LICENSOR, LICENSEE OR SUPPLIER OR APPLE OR GOOGLE BE LIABLE IN ANY WAY FOR YOUR USE OF THE APP, PRODUCTS OR SERVICES SUPPLIED THROUGH THE SYSTEM BY ANY VENDOR, OR ANY OF THE CONTENTS ACCESSED, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT.
UNDER NO CIRCUMSTANCES SHALL ALOCITO OR ITS LICENSORS, LICENSEES OR SUPPLIERS OR APPLE OR GOOGLE BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE APP, THE SYSTEMS OR ONLINE CARE SERVICES, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU HEREBY RELEASE AND AGREE TO HOLD HARMLESS ALOCITO, ITS LICENSORS, LICENSEES AND SUPPLIERS AND APPLE AND GOOGLE FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE APP OR THE SYSTEM. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
Without limiting the generality or effect of other provisions of this Agreement, as a condition of use of The App, the System and Vendor Services, you agree to indemnify, hold harmless, and defend Alocito, and its parents, subsidiaries, affiliates, licensors, licensees, suppliers, Apple and Google, and the officers, directors, affiliates, subcontractors, agents and employees of each of them (collectively, “Indemnified Parties” and each, individually, an “Indemnified Party”) against all costs, expenses, liabilities and damages (including reasonable attorney’s fees) incurred by any Indemnified Party in connection with any third party claims arising out of: (i) your use of The App; (ii) your failure to comply with any applicable laws and regulations; and (iii) your breach of any of your obligations set forth in this Agreement. You shall not settle any such claim without the written consent of the applicable Indemnified Party. Apple and Google have no obligations under this Agreement including, without limitation, any obligation to indemnify you for any third party claims, any responsibility for the operation of The App, the System, or any provision of maintenance or support for The App.
You agree that we may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding The App (collectively, “Notices”). Alocito can send you electronic Notices (1) to the e-mail address that you provided to Alocito during registration for Vendor Services or (2) by posting the Notice on the applicable service or otherwise through website. The delivery of any Notice from Alocito is effective when sent, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by discontinuing your use of the applicable service. In order to receive Notices electronically, you must have a personal computer with a modem connected to a communications source (telephone, wireless or broadband), and a Windows-based operating system or a Macintosh-based operating system with an Internet browser. You will need a printer attached to your personal computer to print any Notices.
This Agreement shall be governed by the laws of the State of Michigan without regard to it rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You consent to the exclusive jurisdiction of the courts of the State of Michigan for the resolution of any dispute based upon or relating to this Agreement. You also agree to comply with any applicable export laws concerning The App. You agree that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and that you are not listed on any U.S. Government list of prohibited or restricted parties. This Agreement constitutes the sole Agreement between you and Alocito for your use and our provision of The App and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this Agreement shall bind either you or Alocito. Any of the terms of this Agreement which are determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this Agreement or affecting the validity or enforceability of the Agreement as a whole. Failure to insist on performance of any of the terms of the Agreement will not operate as a waiver of any subsequent default. No waiver by Alocito of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. Except as otherwise specifically provided herein, this Agreement may not be modified, supplemented, qualified, or interpreted except in writing signed by the parties. If any provision of this Agreement is held to be illegal, or otherwise unenforceable, such provision shall be severed and the entire Agreement shall not fail on account thereof, and the balance of this Agreement shall continue in full force and effect; provided, however that if the severing of such provision results in a material alteration of this Agreement or if the severing of such provision is related to the termination rights of Alocito, this Agreement shall be immediately terminated. Apple and Google are third party beneficiaries of this Agreement and as such have the right to enforce the terms and conditions of this Agreement against you. Any end user questions or complaints with respect to The App should be directed to the following name and address:
Attn: EULA Representative
31376 Schoenherr Rd, Unit 3.
Warren, MI 48088
A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.