Terms of Service | SaladBowl

The following terms of service, known as "Terms," govern your access to and use of: (a) our website, including any content and functionality offered on or through https://saladbowl.io (the "SaladBowl Website"); (b) our web application (the "SaladBowl Application"); (c) any text, pictures, media, data, information, and other materials or content (collectively, the "Content") contained on or provided through (a) and (b); and (d) all other Content, products, or services provided by us to you, as more particularly described on the SaladBowl Website (collectively, the "Services").

These Terms establish an agreement between SaladBowl, LLC ("SaladBowl," "us," "we," "our") and you. The terms "you," "your," or "User" refer to the person or entity browsing, installing, downloading, accessing, or otherwise using the Services (the terms "use" or "using" in these Terms refer to any of the foregoing).

By clicking to accept the terms of service, you:

Represent and warrant that:

You have reached the legal age of majority in your jurisdiction.
You have the capacity to enter into binding obligations.
All information supplied by you to us through the Services is true, accurate, current, and complete.
Agree to be bound by and comply with these Terms and the relevant terms of the Contract (as defined below and as applicable), as updated from time to time.
Understand that if you do not agree to these Terms, you must not access or use the Services.
If you are using the Services on behalf of another person or corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms.

1. Who is the User?

It is important to remember that you must either be a permitted user of an organization or other third party that is a SaladBowl customer (collectively an "Organization Customer") or a SaladBowl customer yourself in order to use the Services. In both cases, you will need to agree to these Terms before using the Services.

If you are a permitted user of an Organization Customer, SaladBowl has entered into a separate agreement ("Contract") with the Organization Customer to access and provide its personnel with access to the Services. The Contract contains our commitment to deliver the Services to the Organization Customer, who may then obtain user accounts for each individual permitted user.

If you are a permitted user of an Organization Customer, you shall not bring or maintain any claim against SaladBowl, its partners, employees, officers, directors, affiliates, agents, contractors, successors, and assigns and those of its affiliates in respect of any matter related to or in connection with the subject matter of these Terms. These Terms relate to the Services only. These Terms do not alter in any way the terms or conditions of any other agreement that may apply to your use of the Services, including the Contract.

2. Will these Terms or the Services change?

Yes. We are constantly trying to improve our Services, so these Terms may need to change along with our Services.

Changing these Terms:

Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change any element of these Terms at any time. When we change these Terms, we will: Place a notice on the SaladBowl Website and the SaladBowl Application, send you an email, and/or notify you by some other means as required by applicable law. Post a new version to the SaladBowl Website and the SaladBowl Application. Update the "Last Updated" date at the top of these Terms. We may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving notice of such change(s), you will stop using the Services. Otherwise, your continued access to or use of the Services after any changes to these Terms indicates your acceptance of such changes.

Changing our Service

We reserve the right to change the Services at any time, without notice. We may, at our discretion, suspend your access to or use of the Services or any component thereof:

For scheduled maintenance.
If you violate any provision of these Terms.
To address any emergency security concerns.

Updating Third-Party Software:

You may need to update third-party software from time to time in order to use the Services.

3. User Account

Creating a Username and Password

To access certain features of the Services, you may be required to successfully sign up for a user account using the available interfaces of the services and select a username and password login credentials (the 'User ID').

Keeping Your Account Secure

If you select a User ID, you will keep your User ID secure and will not grant access to or otherwise share your User ID with any other person.

Providing Accurate Information

You must provide us with true, accurate, current, and complete information for your User ID. If we believe or suspect that your information is not true, accurate, current, or complete, we may deny or terminate your access to the Services.

Disabling Accounts

We reserve the right to disable any User ID issued to you at any time in our sole discretion. If we disable access to a User ID issued to you, you may be prevented from accessing the Services (or any portion thereof).

Using Third Party Accounts

In order to create an Account, you will need to connect your calendar(s). You can also access certain parts of features of the Services by using your account credentials from other platforms (collectively with your calendar(s), the "Third Party Accounts"). By connecting a Third Party Account and using the Services through a Third Party Account, you permit us to access certain information from it, consistent with your Third Party Account's settings. You can control how much information we have access to by adjusting these settings.

Responsible Use of Your Account

SaladBowl is entitled to act on instructions received through your account. SaladBowl is not responsible for any actions taken or transactions made to or from your account by any other party using your User ID. You are solely responsible for any and all use of your User ID and all activities that occur under or in connection with the User ID. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Services and your account, including without limitation terminating your account and changing your password. You agree to be responsible for any act or omission of any users that access the Services under your User ID that, if undertaken by you, would be deemed a violation of these Terms.

4. Electronic Communications

Communicating Together Electronically

When you use or view the Services or send emails, texts, or other electronic messages to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We will communicate with you by email, instant messenger services, in the app, or by posting notices on the Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Service-Related Emails

By creating an account to access the Services, you acknowledge and agree that SaladBowl will send you service-related emails relating to your account, including service updates. These communications can be managed through user features made available through the Services from time to time. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. You may withdraw your consent to receive communications electronically by contacting us in the manner described below. If you withdraw your consent (excluding consent to receive marketing communications), from that time forward, you must stop using the Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all communications without interruption.

Marketing Related Emails

If you are a member of our mailing list, you may also receive email communications from us regarding our products, services, and initiatives. If you do not wish to receive these communications, you can unsubscribe from such promotional emails at any time by clicking on the unsubscribe link in any of our email communications.

5. User Data and User Submission

Privacy

At SaladBowl, we take your privacy seriously. Please review our current privacy policy, available at saladbowl.io/privacy-policy, which contains important information about our practices in collecting, storing, using, and disclosing information about identifiable individuals ("Personal Information"), and which is hereby incorporated into and forms a part of these Terms.

License for User Submissions and Data

You grant to us and our service providers, and each of their and our respective licensees, successors, and assigns, an irrevocable, worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to access, collect, store, and use any data, information, records, or files that you load, transmit to or enter into, or that we collect from, the Services (collectively, "User Data"): (i) to develop, enhance, and make available the Services; and (ii) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information, and materials, the "Aggregated Data").

Aggregated Data

We and our service providers, and each of their and our respective licensees, successors, and assigns are free to create, use, and disclose Aggregated Data during and after the Term for any purpose and without obligations of any kind.

Granting License to Other Users

When you as a user post or publish Content that you upload, post, email, transmit, or otherwise make available on the Services ("User Submission"), you grant each user of the Services that you identify in the Services a non-exclusive, perpetual license to access the User Submission through the Services and to use, edit, modify, reproduce, distribute, prepare derivative works of, display, and perform such User Submission including after your termination of your account or the Services.

Restricting Access

We reserve the right to remove, edit, limit, or block access to the User Data and the User Submission at any time and from time to time, and to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms. We have no obligation to display or review your User Data or the User Submission.

Responsibility for User Submissions

You understand and agree that you, and not the SaladBowl Parties (as defined below), are fully responsible for all of the User Submission, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. The SaladBowl Parties are not responsible or legally liable to any third party for the content or accuracy of any of the User Submission or such content uploaded, posted, emailed, transmitted, or otherwise made publicly available on the Services by any other user.

Loss of User Data

To the extent permitted by applicable law, SaladBowl will not be liable for any failure to store, or for loss or corruption of your User Data.

Authority to Submit Data

You represent and warrant to us that your User Data and the User Submission will only contain Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third-party consents and permissions, and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Services.

Rights to Submit Data

You represent and warrant to us that: (a) you own or control the appropriate rights in and to your User Data and the User Submission, including any intellectual property owned by third parties and including the right to grant the licenses to the User Submission contained herein; and (b) you will not submit, upload, or otherwise make available via the Services, any User Data that: (i) you do not have the rights necessary to use, transmit, publish, or to grant us the license as described herein; (ii) infringe, misappropriate, or otherwise violate any intellectual property, publicity, or other rights of any third party; or (iii) breach or violate any applicable laws or these Terms.

6. Ownership of Services

Ownership

Neither these Terms nor your use of the Services grants you ownership in the Services or the Content you access through the Services. These Terms do not grant you any right to use SaladBowl's trademarks or other brand elements. All right, title, and interest, including intellectual property rights, in the Services, the source code in the software we use to provide the Services (the "Software"), and all other materials provided by us hereunder, and any updates, adaptation, translation, customization, or derivative works thereof, will remain the sole property of SaladBowl (or our third-party suppliers, if applicable).

Providing Services

The Services and all materials provided by us hereunder are made available and not "sold" to you.

Copyright

The Software and all other materials provided by us hereunder, including content we make available through or in the Services, are protected by copyright in the United States, and elsewhere in the world pursuant to the Berne Convention. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring, or selling any of the Services, the Software, or other materials provided by us hereunder, or sharing or granting access to any of the foregoing to any third party for any purpose.

Reserved Rights

All rights not expressly granted to you in these Terms are reserved by SaladBowl.

7. License to the Services

Subject to these Terms, we grant you a worldwide, non-exclusive, non-transferable, non-sublicensable, and revocable license during the Term to use the Services, including to download and display local Content solely in connection with using the Services, in accordance with these Terms.

8. Your Responsibilities

Use reasonable efforts to prevent unauthorized access to or use of the Services.
Keep your User IDs and all other login information confidential.
Not register for more than one account, register for an account on behalf of an individual other than yourself without such individual's authorization, or register for an account on behalf of any group or entity.
Monitor and control all activity conducted through your account in connection with the Services.
Upload and disseminate only data to which you own all required rights under the law and do so only consistent with applicable law.
Keep your email address and, where applicable, your contact details associated with your account current and accurate.
Promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account.
Not use anyone else's User ID at any time, without the permission of the User ID holder.
Not attempt, in any manner, to obtain the password, account, or other security information from any other user.
Comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, and privacy laws.

9. No Unlawful or Prohibited Use

You will not use the Services in violation of these Terms or of any applicable law. You will not, without our prior written permission, use the Services for any purpose other than to access and use the Services. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:

Disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Services (e.g., a denial-of-service attack).
Attempt to gain unauthorized access to the Services or bypass any measures we may use to prevent or restrict access to the Services.
Send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Services any data, information, pictures, videos, audio, or other materials or content that: (i) Contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) You do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) Is false, inaccurate, intentionally misleading, or impersonates any other person; (iv) Gives the impression that it originates from or is endorsed by us or any other person or entity, if that is not the case; (v) Is defamatory, bullying, harassing, abusive, threatening, vulgar, exploitative, obscene, harmful, sexually explicit, inflammatory, offensive, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable, such determination to be made in SaladBowl's sole discretion; (vi) Is harmful to minors in any way or targeted at minors; (vii) Infringes, violates, or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right, or right of publicity); (viii) Violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability; or (ix) Discloses or provides information protected under any law, agreement, or fiduciary relationship, including proprietary or confidential information of others.
Use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code.
Use the Services for the purpose of building a similar or competitive product or service.
In any manner violate the Terms of any third-party website that is linked to the Services, including, but not limited to, any third-party social media website.
Impersonate or attempt to impersonate the SaladBowl, a SaladBowl employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
Encourage any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm the SaladBowl or users of the Services or expose them to liability.
Promote any illegal activity or advocate, promote, or assist any unlawful act.
Share, transfer, or otherwise provide access to an account designated for you to another person.
Use the Services other than for the benefit of the Organization Customer that has entered into an agreement to access the Services and who has granted you a right of access.
Cause annoyance, inconvenience, or needless anxiety or use the Services in a manner that is likely to upset, embarrass, or alarm any other person.
Authorize, permit, enable, induce, or encourage any third party to do any of the above.

10. Communications

You are solely responsible for your interactions with other users of the Services, including any communications that you exchange through the Services. Though we strive to enforce the Terms above with all of our users, you may be exposed through the Services to Content that violates our policies or is otherwise offensive. You access the Services at your own risk. We may, but are not obligated to, remove Content from the Services for any reason, including if we determine or suspect that such Content violates these Terms. We are merely acting as a passive conduit for such distribution, and we take no responsibility for your exposure to Content on the Services, whether it violates our content policies or not. To the fullest extent permitted by applicable law, you hereby release us from all liability for you having acquired or not acquired Content through the Services.

11. Communications Not Confidential

We cannot guarantee the confidentiality of any communications made through the Services. Additionally, we do not ensure the security of data transmitted over the Internet or public networks in connection with your use of the Services.

12. Feedback

By providing any suggestion or idea ("Feedback"), you agree that it will not be treated as confidential. Nothing in these Terms limits our right to use, profit from, disclose, publish, or otherwise exploit any Feedback without compensation or obligation to you. You grant us, our affiliates, service providers, licensees, successors, and assigns a fully paid-up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, and fully sublicensable right and license to use, distribute, reproduce, modify, adapt, translate, publicly perform, publicly display, import, sell, offer for sale, make, derive revenue or other remuneration from, and otherwise exploit and disclose the Feedback to third parties. This applies regardless of whether the Feedback is provided on the Services or through other communication methods, unless we have a separate agreement with you stating otherwise. You waive any claims, including those based on invasion of privacy, defamation, or right of publicity, arising from the use, alteration, blurring, distortion, or composite use of any Feedback. You also agree to waive any moral and author's rights, including attribution and integrity, that you may have in any Feedback, even if altered in a manner not agreeable to you.

13. Malicious Code and Security

The downloading and viewing of Content are done at your own risk. We do not guarantee that the Services are compatible with your computer system or mobile device or that they, or any links from them, will be free of viruses, worms, trojan horses, or other code with contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device. You are also responsible for the entire cost of any necessary service, repairs, or connections to your computer system and/or mobile device resulting from your use of the Services.

14. Disclaimer

To the fullest extent permitted by applicable law, you acknowledge, understand, and agree that the Services are provided "as is" and "as available," with all faults and without warranties or conditions of any kind. Except for specific warranties provided or as otherwise required by law, we disclaim all warranties, representations, and conditions with respect to the Services, whether express, implied, statutory, or collateral. This includes any warranties and conditions of merchantability, quality, durability, compatibility, title, security, reliability, completeness, quiet enjoyment, accuracy, currency, timeliness, integration, fitness for a particular or general purpose, and non-infringement. We also disclaim any warranties or conditions arising from course of dealing or usage of trade, and any warranties or conditions that the Services are or will be error-free or will operate without interruption. We further disclaim all warranties, representations, and conditions with respect to third-party communications and any third-party websites or content directly or indirectly accessed through the Services.

15. Limitation of Liability

To the fullest extent permitted by applicable law, we and our affiliates, officers, directors, shareholders, employees, contractors, agents, licensors, licensees, service providers, successors, and assigns (collectively, the "Parties") will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages; or lost profits, loss of use, loss of data, personal injury, fines, fees, penalties, or other liabilities, whether based on warranty, contract, tort, negligence, strict liability, or any other legal theory. This applies whether or not we were advised or should have known of the possibility of such damages, resulting from or related to the Services or the inability to make use of the Services or these Terms. Your sole and exclusive remedy if you are dissatisfied with any portion of the Services is to discontinue use of the Services. Additionally, our total aggregate liability in connection with or under these Terms, or your use of, or inability to make use of, the Services, will not exceed $100 USD. However, this limitation does not apply if prohibited by applicable law. Furthermore, none of the Parties will be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control.

16. Indemnification

You agree to defend, indemnify, and hold harmless the Parties from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses arising out of or in connection with: your User Data and User Submission; your use of the Services (except where prohibited by law); your breach of any provision of these Terms or any documents referenced herein; your violation of any law or the rights of a third party (including intellectual property rights); or any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots, or other harmful or deleterious programming routines input by you into the Services. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in asserting any available defenses. The provisions in this section will survive any termination of your account, the Terms, or your access to the Services.

17. Payment

Submitting Payment Information

If you sign up for a paid SaladBowl account, you must provide SaladBowl or, if applicable, a third-party payment processor (the "Payment Processor") with the necessary information to process a payment from you, including billing information. Payment processing will be subject to the terms, conditions, and privacy policies of the Payment Processor, in addition to these Terms. We are not responsible for any errors or other acts or omissions of any Payment Processor.

Payment Authorization

By submitting your payment information to us or the Payment Processor, you authorize us or the Payment Processor to charge the applicable payment method at our or their convenience (but within thirty (30) days of credit card authorization). You represent and warrant that you have all necessary authorization to use any credit card or other form of payment. Your payment terms will be based on your chosen payment provider and may be determined by agreements between you and your financial institution, credit card issuer, or other provider. If we do not receive payment from you, you agree to pay all amounts due on your billing account upon demand.

Accurate and Updated Billing Information

You must provide current, complete, and accurate information for your billing account and promptly update it to keep it current, complete, and accurate. If your payment method is cancelled or you suspect a breach of security, you must promptly notify us or the Payment Processor as applicable. Failure to provide this information authorizes us to continue charging you for any use of paid services under your billing account.

Changes to Billing Amounts

If the amount to be charged to your billing account differs from the amount you preauthorized (other than due to changes in applicable sales taxes), you have the right to receive notice of the amount to be charged and the date of the charge before the scheduled transaction date. Your payment method agreement will govern your payment method use. We may accumulate and submit charges as aggregate charges during or at the end of each billing cycle.

18. Term and Termination; Survival

Term and Termination

These Terms commence on the day you first use the Services and remain in effect until either party terminates them in accordance with the provisions of these Terms or until the termination or expiration of the Contract (collectively, the "Term"). We reserve the right to terminate these Terms at any time, with immediate effect, by giving notice to you or the Organization Customer via email or through the Services. You may also terminate these Terms at any time and with immediate effect by contacting us to request termination or by cancelling your account in Settings Plan, then select Cancel Plan. If you continue to use any publicly available portion of the Services after termination, these Terms will continue to apply to the extent of such use.

Survival

Certain sections of these Terms, along with any other provisions that expressly or by their nature survive termination or expiration, will continue to apply after the expiration or termination of these Terms. These sections include Sections 5 (User Data and User Submission), 6 (Ownership of the Services), 11 (Communications Not Confidential), 13 (Malicious Code and Security), 14 (Disclaimer), 15 (Limitation of Liability), 16 (Indemnification), 18(b) (Survival), and 19 (General Provisions).

19. General Provisions

Choice of Law

Subject to applicable law restrictions, these Terms will be governed by the laws of the State of Florida and the federal laws of the United States applicable therein, without regard to conflict of law principles. You agree to use the Services only in jurisdictions where their use is lawful. You consent to the exclusive jurisdiction and venue of courts in Jacksonville, Florida for any disputes related to the use of the Services. These Terms will not be governed by the U.N. Convention on Contracts for the International Sale of Goods. However, this jurisdiction choice does not affect our ability to seek injunctive relief regarding violations of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

Entire Agreement

These Terms constitute the entire agreement between you and us regarding the subject matter herein and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written. A printed version of these Terms and any electronically provided notices will be admissible in judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally generated and maintained in printed form.

Waiver

Our failure to enforce any provision of these Terms will not be considered a waiver of that provision or our right to enforce it later. Any waiver of a provision of these Terms must be in writing. Additionally, a waiver of a provision in one instance does not mean that provision cannot be enforced in other instances.

Severability

If any provision of these Terms is determined to be void, invalid, or unenforceable by a court of competent jurisdiction, that provision will be severed from these Terms, and all other provisions will remain in full force and effect.

Assignment

You may not assign these Terms to any third party without our prior written consent. We may assign these Terms or any rights under them to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this provision will be null and void. These Terms will be binding upon permitted assignees and inure to the benefit of the parties, their permitted successors, and permitted assignees.

Dispute Resolution

If you believe we have not adhered to these Terms, please contact us using the information provided below. We will do our best to address your concerns. If you feel your complaint has not been fully addressed, you may inform us for further investigation.

English Language

The parties expressly wish that these Terms and all related documents be drawn up in English.

20. Contact

If you have any questions or comments regarding these Terms, please contact us at

SaladBowl, LLC

11147 Lord Taylor Drive

Jacksonville, FL 32246, United States

support@saladbowl.io.