Terms of Service

PLEASE READ THESE TERMS CAREFULLY.

These Terms of Service (these “Terms”) are a binding agreement between Aldelo, L.P. and/or Aldelo Pay, L.P. (“Aldelo,” “we,” or “us”) and the business customer identified in the applicable Ordering Document, including but not limited to SaaS order form, merchant account application form, marketplace orders, or any other Aldelo order or subscription forms (“you” or “your”).

You accept these Terms by (a) checking the box indicating your agreement and clicking “Submit,” “I Accept,” or an equivalent button on an Aldelo SaaS order form, Merchant Account application, Marketplace order, or other Aldelo ordering form, or (b) signing an Ordering Document that references these Terms, or (c) your continuing use of Aldelo products and services even in the absence of (a) or (b).

If you accept these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and “you” refers to that entity. If you do not have that authority, or if you do not agree to these Terms, do not accept them and do not use the Products and/or Services.

1. Business Use Only

The Services, Aldelo Programs, Hardware, and Aldelo Pay Merchant Processing Services are offered solely for commercial use. You represent that you are acquiring them for use in the operation of a business, and not for personal, family, or household purposes, and that you are not a “consumer” as that term is defined in California Business and Professions Code section 17601, California Civil Code section 1761, or any similar law.

2. Definitions

In these Terms:

• “Aldelo Programs” means the software products owned or distributed by Aldelo to which Aldelo grants you access as part of the Services, including Program Documentation and any updates provided as part of the Services.

• “AI Features” has the meaning given in Section 13.

• “Hardware” means point-of-sale terminals, printers, card readers, and other physical equipment sold or provided by or through Aldelo.

• “Merchant Processor” means the bank or processor that provides card processing services under your MPA.

• “MPA” means the merchant processing agreement you separately sign with the Merchant Processor for Aldelo Pay Merchant Processing Services.

• “Ordering Document” means any Aldelo order form, Merchant Account application, Marketplace order, SaaS subscription, quote, or other ordering document signed or accepted online by you and Aldelo (or an authorized Aldelo distributor or reseller) that references these Terms, including any policies it incorporates.

• “Program Documentation” means the user manuals and other materials Aldelo provides as part of the Services.

• “Services” means the software-as-a-service offerings described in your Ordering Document, including system administration, management, and monitoring that Aldelo performs for the Aldelo Programs, your right to use the Aldelo Programs, support services (if any), AI Features, and any other services Aldelo provides under an Ordering Document.

• “Services Term” means the initial term of the Services and all renewal terms.

• “Users” means the individuals you authorize to use the Services, subject to any limits in your Ordering Document.

• “Your Data” means the data you or your Users provide that resides in your Services environment, including transaction data and personal information of your customers and employees.

3. Account Information and Authority

3.1 Authority. You represent that you have all legal right, power, and authority to submit information to Aldelo on your own behalf or on behalf of your company.

3.2 Accurate Information. You are responsible for the accuracy of all information you provide. You will not provide Aldelo with information that is false, inaccurate, misleading, outdated, or deceptive. If Aldelo has reasonable grounds to believe that information you provided is inaccurate, Aldelo may decline to process your request.

3.3 Keeping Information Current. You must keep your account information current. Submit changes through your Aldelo account or by email to Sales@aldelo.com, including all information Aldelo requires to process the change.

4. Orders, Hardware, and Add-On Services

4.1 Hardware. Hardware is not included in your SaaS order or Merchant Account application unless your Ordering Document states otherwise.

4.2 Add-On Services. Menu programming, training, software upgrades, and other technical services are available as add-on options. They may be charged or waived as stated in your Ordering Document.

4.3 Sales Final. All purchases of Hardware and software licenses are final and non-refundable, and Hardware may not be returned, except as required by law or as provided under the manufacturer’s warranty described in Section 5.

5. Hardware Warranty

5.1 Manufacturer’s Warranty. Hardware is covered by the manufacturer’s limited warranty for one (1) year from the date of purchase, subject to the manufacturer’s warranty terms. The manufacturer, not Aldelo, provides that warranty. Warranty claims, repairs, return merchandise authorizations (RMAs), and related shipping are handled directly with the manufacturer or its designated repair facility. On request, Aldelo will provide you with the manufacturer’s contact information.

5.2 Disclaimer. EXCEPT FOR THE MANUFACTURER’S WARRANTY DESCRIBED IN SECTION 5.1, ALDELO PROVIDES HARDWARE “AS IS” AND DISCLAIMS ALL WARRANTIES FOR HARDWARE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.

6. Fees, Payment, and Taxes

6.1 Fees. You will pay all fees stated in your Ordering Document, including one-time fees and recurring fees. Except as expressly stated in these Terms, fees are non-cancelable and amounts paid are non-refundable. All amounts invoiced are due on the invoice date. All payments to Aldelo must be made in U.S. dollars.

6.2 Payment Authorization. You authorize Aldelo to initiate debit entries to the bank account, or charges to the payment card, that you designate for one-time fees and recurring fees under your Ordering Document. Recurring fees may vary based on your usage and the services you add. Aldelo will notify you at least ten (10) days before debiting a recurring amount that differs from the prior recurring charge, unless the change results from services you added. You represent that the designated account is a business account. This authorization remains in effect until you revoke it by notice to Sales@aldelo.com at least three (3) business days before the scheduled debit. Revoking the authorization does not cancel the Services or your payment obligations.

6.3 Late and Returned Payment Fees. Each late payment is subject to a late fee of $65.00. Each payment that is returned, rejected, or dishonored (including ACH rejections and declined card charges) is subject to a returned payment fee of $65.00. You and Aldelo agree that these fees are a reasonable estimate of the administrative costs Aldelo incurs in handling late and returned payments, which are difficult to determine precisely. Fees must be remitted with the overdue amount according to Aldelo’s payment instructions.

6.4 Taxes and Expenses. Fees are exclusive of taxes and expenses. You will pay any sales, use, value-added, or similar taxes imposed by law on the Services you ordered, except taxes based on Aldelo’s income. You will reimburse Aldelo for reasonable expenses of any on-site services as stated in your Ordering Document.

6.5 Price Changes. Aldelo may change recurring fees on at least thirty (30) days’ prior notice. The change takes effect at the start of the next billing month after the notice period.

6.6 No Reliance on Future Features. You have not relied on the future availability of any services, programs, features, or updates in agreeing to pay fees. This does not relieve Aldelo of its obligation to deliver the Services you ordered.

7. Term, Renewal, and Cancellation

7.1 Term and Automatic Renewal. Unless your Ordering Document states otherwise, the Services are provided month to month, billed monthly, and renew automatically each month until cancelled.

7.2 How to Cancel. You may cancel the Services online at www.aldelo.com or by email to Sales@aldelo.com. Aldelo will confirm your cancellation by email.

7.3 Cancellation Timing. A cancellation received on or before the 15th day of a month takes effect on the 1st day of the following month, and you will not be charged for that following month. A cancellation received after the 15th day of a month takes effect on the 1st day of the second following month, and you will be charged for one additional month.

7.4 Aldelo Pay. Cancelling the Services does not cancel your MPA. Cancellation of Aldelo Pay Merchant Processing Services is governed by your MPA and Section 8.

8. Aldelo Pay Merchant Processing Services

8.1 MPA. Where applicable, Aldelo Pay Merchant Processing Services are also governed by your MPA. In addition to these Terms, you agree to the terms of the MPA. If these Terms conflict with the MPA on a matter of card processing, the MPA controls.

8.2 Term and Early Termination. Your MPA may have a longer term than the Services, such as a thirty-six (36) month initial term. If you terminate Aldelo Pay Merchant Processing Services before the end of the MPA term, you may be charged the early termination fee stated in your MPA.

8.3 Free or Discounted Products and Services. If Aldelo provided you with free or discounted software, Hardware, or services in connection with Aldelo Pay (an “Incentive Program”), you must process all of your business’s credit card, debit card, and gift card transactions through Aldelo Pay. Aldelo may review your compliance periodically, manually or by automated means. You are out of compliance if, for any review period:

(a)   your card volume processed through Aldelo Pay is less than thirty-five percent (35%) of your total business revenue for that period;

(b)   you knowingly use another processor for card transactions, even if the thirty-five percent (35%) threshold is met;

(c)   you have not begun processing through Aldelo Pay within thirty (30) calendar days after your merchant account is approved; or

(d)   you process no card transactions through Aldelo Pay for thirty (30) consecutive days.

8.4 Remedies for Non-Compliance. If you are out of compliance with Section 8.3, Aldelo may suspend the Incentive Program products and services until you resume processing through Aldelo Pay. If you process no card transactions through Aldelo Pay for thirty (30) consecutive days, Aldelo has the right to suspend all of your subscriptions to the Services until you resume processing through Aldelo Pay. Aldelo will notify you by email of any suspension. If you terminate your MPA or use another processor, Aldelo may also terminate the Incentive Program and require you to return any free Hardware. Aldelo is not liable for losses resulting from a suspension or termination made in accordance with this Section 8.

8.5 Processing Practices. You must follow standard processing practices, including daily closing, batching, and reconciliation. You must report any processing discrepancy within thirty (30) days after the transaction is authorized, or you may lose the ability to reprocess the transaction.

8.6 PCI DSS. You are responsible for complying with the Payment Card Industry Data Security Standard (“PCI DSS”) for your business and your cardholder data environment. The allocation of PCI DSS responsibilities among you, Aldelo, and the Merchant Processor is set out in the PCI responsibility matrix available from the Merchant Processor, which is incorporated into these Terms by reference. You agree to obtain and review the responsibility matrix and to meet the responsibilities it assigns to you.

9. Rights Granted

9.1 License to Use the Services. Upon Aldelo’s acceptance of your order, and subject to your payment of the applicable fees and these Terms, Aldelo grants you a nonexclusive, non-transferable, limited right during the Services Term to use the Services and Aldelo Programs solely for your internal business operations. You may allow your Users to use the Services for this purpose, and you are responsible for their compliance with these Terms. The Services are provided as described in, and subject to, the service policies referenced in your Ordering Document.

9.2 No Delivery; Scope. Aldelo has no obligation to deliver copies of the Aldelo Programs to you. You do not acquire any right to use the Aldelo Programs beyond the scope and duration of the Services. When the Services Term ends, your right to access and use the Services and Aldelo Programs ends.

9.3 Changes to the Services. Aldelo may (a) add new functions and modify existing functions of the Services, and (b) restrict or reduce access to certain functionality as required by law or based on your eligibility. Aldelo will not make changes that materially reduce the core functionality of the Services you ordered during a paid billing period without notice.

10. Ownership and Restrictions

10.1 Ownership. Aldelo and its licensors retain all ownership and intellectual property rights in the Services, the Aldelo Programs, and anything Aldelo develops and delivers under these Terms, including all copyrights, trademarks, trade names, logos, know-how, concepts, logic, and specifications.

10.2 Third-Party Content. Third-party technology, images, data, methods, and procedures (“Third-Party Content”) used with some Aldelo Programs are identified in the Program Documentation or Ordering Document. Your right to use Third-Party Content is governed by the applicable third-party terms. These Terms do not grant you any rights in Third-Party Content except as expressly provided.

10.3 Restrictions. You will not, and will not permit anyone else to:

•       remove or modify any program markings, product identification, or notices of Aldelo’s or its licensors’ proprietary rights;

•       make the Services, Aldelo Programs, or materials resulting from the Services available to any third party for use in that third party’s business;

•       modify, create derivative works of, disassemble, decompile, or reverse engineer any part of the Services or Aldelo Programs (including reviewing data structures they produce), except to the extent this restriction is prohibited by law;

•       access or use the Services to build or support, or help a third party build or support, products or services that compete with the Aldelo Programs;

•       license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use of, or otherwise commercially exploit the Services or Aldelo Programs, except as expressly permitted by these Terms;

•       copy, reproduce, republish, download, post, or transmit any part of the Services in any form or by any means, except as expressly permitted by these Terms; or

•       share a named-user credential among more than one individual. A named-user right may be reassigned in its entirety to another authorized User, in which case the prior User’s access ends.

10.4 Security and Compatibility. You will use reasonable efforts to prevent unauthorized access to the Services, the Aldelo Programs, and Third-Party Content, including by protecting User IDs and passwords. You will use Hardware capable of running supported versions of the operating systems required by the Aldelo Programs, and you will promptly install updates to those operating systems, the Aldelo Programs, and the Services as Aldelo recommends.

11. Service Warranty, Disclaimers, and Remedies

11.1 Service Warranty. Aldelo warrants that the Services will perform in all material respects in accordance with the service policies referenced in your Ordering Document during the Services Term. To make a warranty claim for a given month, you must notify Aldelo in writing within ten (10) days after the last day of that month.

11.2 Remedy. FOR ANY BREACH OF THE WARRANTY IN SECTION 11.1, ALDELO WILL, AT ITS OPTION, CORRECT THE NON-CONFORMITY OR ISSUE A CREDIT EQUAL TO THE NET MONTHLY FEES FOR THE AFFECTED SERVICES FOR THE MONTH IN WHICH THE BREACH OCCURRED. THE CREDIT WILL BE APPLIED TO AMOUNTS YOU OWE ALDELO OR, IF NO FURTHER AMOUNTS WILL BECOME DUE, REFUNDED TO YOU. IF THE BREACH CONTINUES FOR MORE THAN THIRTY (30) DAYS AFTER YOUR NOTICE, YOU MAY TERMINATE THE AFFECTED SERVICES AND RECEIVE A REFUND OF ANY PREPAID FEES FOR THE REMAINING PERIOD. THESE REMEDIES ARE YOUR EXCLUSIVE REMEDIES, AND ALDELO’S SOLE LIABILITY, FOR BREACH OF THE WARRANTY IN SECTION 11.1.

11.3 Disclaimers. YOU ARE RESPONSIBLE FOR SELECTING THE SERVICES TO ACHIEVE YOUR INTENDED RESULTS, FOR THEIR PROPER USE, AND FOR VERIFYING THE RESULTS THEY PRODUCE. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, ALDELO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ALDELO DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT ALDELO WILL CORRECT ALL ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS.

11.4 Communications and Operating Systems. ALDELO DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM PROBLEMS INHERENT IN THEIR USE. ALDELO DOES NOT CONTROL THIRD-PARTY OPERATING SYSTEMS, AND UPDATES TO THOSE OPERATING SYSTEMS MAY AFFECT THE SERVICES. ALDELO HAS NO OBLIGATION TO ENSURE COMPATIBILITY WITH THIRD-PARTY OPERATING SYSTEM UPDATES AND IS NOT RESPONSIBLE FOR RESULTING LIMITATIONS, DELAYS, OR PROBLEMS.

12. Trial Use

Aldelo may offer free trials of the Services on a limited basis. Free trial Services are provided “AS IS,” and the warranties in these Terms and any Ordering Document do not apply to them. Before a free trial ends, Aldelo or one of its authorized distributors, resellers, or sales personnel may contact you about purchasing the Services. By starting a free trial, you agree that Aldelo may share the contact details you provided with those parties for that purpose. A free trial will not convert to a paid subscription unless you affirmatively order the Services. If you do not purchase the Services, your right to access and use them ends when the trial ends.

13. AI Products and Features

13.1 Scope. This Section applies to features of the Services that use artificial intelligence, machine learning, large language models, or similar technology to generate content, recommendations, predictions, voice or chat responses, or other output, including Aldelo Restaurant AI (“AI Features”). “Input” means data, prompts, audio, and other content that you, your Users, or your customers submit to AI Features. “Output” means the content AI Features generate from Input. This Section supplements the rest of these Terms and controls if they conflict on a matter concerning AI Features.

13.2 Third-Party AI Providers. AI Features may be powered by third-party model providers. Aldelo will require those providers to process Input and Output only to provide the AI Features to you and will not permit them to use your Input or Output to train or improve their general-purpose models.

13.3 Ownership. As between you and Aldelo, you retain your rights in Input and, to the extent permitted by law, own the Output, subject to Aldelo’s rights in the Services and Aldelo Programs. Output may not be unique, and other customers may receive similar output.

13.4 Aldelo’s Use of Input and Output. Aldelo uses Input and Output to provide, maintain, secure, and support the AI Features. Aldelo may use Input and Output to improve the AI Features only in de-identified form in accordance with Sections 18.4 and 19, and will not use personal information in Input to build profiles for use in providing services to others.

13.5 Accuracy and Human Review. AI Features use probabilistic technology. Output may be inaccurate, incomplete, outdated, or inappropriate. You are responsible for reviewing Output before relying on it or publishing it, including menu descriptions, prices, promotions, sales forecasts, inventory and labor recommendations, and financial or tax information. You must not rely on Output for food allergen, ingredient, nutrition, or food safety statements without independent verification.

13.6 Your Responsibilities. When using AI Features, you are responsible for complying with applicable law, including by:

•       providing any notices and obtaining any consents required to record, transcribe, or analyze calls, chats, or other communications with your customers or employees (including under California Penal Code section 632 where all-party consent is required);

•       disclosing to your customers when they are interacting with an automated or AI system where required by law, including California Business and Professions Code section 17940 et seq.;

•       not using AI Features to place calls or send messages using an artificial or AI-generated voice or automated technology without any consent required by the Telephone Consumer Protection Act and similar laws; and

•       not using AI Features as the sole basis for decisions that produce legal or similarly significant effects on individuals, including hiring, scheduling, compensation, discipline, or termination of employees, without meaningful human review and any notices, assessments, or opt-outs required by law, including California Consumer Privacy Act regulations on automated decision-making technology and California Civil Rights Council regulations on automated decision systems in employment.

13.7 Prohibited Uses. You will not use AI Features to (a) generate content that violates Section 20; (b) attempt to extract model weights, prompts, or training data, or to bypass safety measures; (c) submit payment card numbers, government ID numbers, or health information as Input unless the feature is designed for that data; or (d) develop a competing AI product.

13.8 Changes. Aldelo may modify, replace, or discontinue AI Features, or change the underlying models or providers, at any time. If Aldelo discontinues an AI Feature for which you pay a separate fee, Aldelo will give you at least thirty (30) days’ notice and will not charge you for that feature after it is discontinued.

13.9 AI Disclaimer. AI FEATURES AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE WARRANTY IN SECTION 11.1 DOES NOT APPLY TO THE ACCURACY, COMPLETENESS, OR SUITABILITY OF OUTPUT. ALDELO IS NOT RESPONSIBLE FOR DECISIONS YOU MAKE OR ACTIONS YOU TAKE BASED ON OUTPUT.

14. Support Services

Support services, if any, are described in the service policies referenced in your Ordering Document.

15. Suspension and Termination

15.1 Termination for Breach. If either party breaches a material term of these Terms and does not cure the breach within thirty (30) days after written notice describing it, the other party may terminate the affected Services.

15.2 Suspension by Aldelo. Aldelo may suspend your access to the Services, and may terminate these Terms after any applicable cure period ends, if: (a) you fail to pay an amount when due (including because of an ACH rejection) and do not cure within ten (10) days after notice; (b) your use of the Services violates Section 20 or poses a security risk to the Services or others, in which case suspension may be immediate; (c) you are out of compliance with an Incentive Program as provided in Section 8.4; or (d) you use the Services in connection with goods or activities prohibited by federal or state law. Aldelo will restore access promptly after the cause of a suspension is resolved. Suspension does not excuse your payment obligations.

15.3 Discontinued Services. Aldelo may terminate these Terms or any Services on at least thirty (30) days’ written notice if Aldelo stops offering or supporting those Services, and will refund any prepaid fees for the period after termination.

15.4 Effect of Termination. When these Terms or any Services terminate, your right to use the affected Services and Aldelo Programs ends, and you must pay within ten (10) days all fees accrued through the effective date of termination, plus related taxes and expenses. If Aldelo terminates for your uncured breach, any fees for the remainder of a committed term stated in your Ordering Document (if any) also become due. Except for provisions that survive, Aldelo has no further obligations to you. The non-breaching party may extend the ten (10) day payment period in its discretion.

16. Your Data

16.1 Your Responsibilities. You will comply with all laws that apply to your use of the Services, and you will provide all notices and obtain all consents required for Aldelo to collect, use, process, and disclose personal information as part of the Services. You are solely responsible for the accuracy, quality, integrity, legality, and appropriateness of Your Data and for obtaining any third-party rights and consents Aldelo and its subcontractors need to perform the Services.

16.2 Data Export. During the Services Term, you may export Your Data using the export features available in the Services, such as report exports. Aldelo holds Your Data for ten (10) days after termination or cancellation (the “Retention Period”). During the Retention Period, Aldelo will, on request, give you access to export Your Data or provide a copy of your transaction data in a standard file format. Assistance beyond the standard export features may be subject to Aldelo’s then-current professional services fees.

16.3 Data Deletion. After the Retention Period, Aldelo may permanently delete Your Data, except where Aldelo is required by law to retain it. If you wish to keep access to Your Data, you must reinstate the Services before the Retention Period ends.

16.4 Account Information. Information you provide to Aldelo about your account, other than Your Data, is handled in accordance with Aldelo’s Privacy Policy, available at [Insert Privacy Policy URL].

17. Confidentiality

17.1 Confidential Information. Each party may have access to information that is confidential to the other (“Confidential Information”). Confidential Information is limited to the terms and pricing of these Terms and your Ordering Document, Your Data, and information clearly identified as confidential at the time of disclosure. Each party will disclose only the information needed to perform under these Terms.

17.2 Exclusions. Confidential Information does not include information that (a) is or becomes public through no act or omission of the receiving party; (b) was lawfully in the receiving party’s possession before disclosure and was not obtained directly or indirectly from the disclosing party; (c) is lawfully disclosed to the receiving party by a third party without restriction; or (d) is independently developed by the receiving party. De-identified and aggregated data created in accordance with Section 18.4 is not Confidential Information.

17.3 Protection. Each party will hold the other’s Confidential Information in confidence for as long as it remains confidential, and will disclose it only to employees, agents, and subcontractors who need it and who are bound by confidentiality obligations at least as protective as these Terms. Either party may disclose Confidential Information in a legal proceeding arising from these Terms or as required by law.

18. Data Privacy and Security

18.1 Service Provider Role. Your Data may include personal information of consumers as defined in the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (Cal. Civ. Code § 1798.100 et seq.) and its regulations (together, the “CCPA”). Aldelo processes that personal information as your service provider (and, under other state privacy laws, as your processor) to perform the Services, which are the specified business purposes for which you disclose it. Terms such as “business purpose,” “consumer,” “personal information,” “sell,” “share,” “service provider,” and “third party” have the meanings given in the CCPA.

18.2 Aldelo’s Obligations. With respect to that personal information, Aldelo will:

•       not sell or share it;

•       not retain, use, or disclose it for any purpose, including any commercial purpose, other than performing the Services and the other business purposes permitted by the CCPA;

•       not retain, use, or disclose it outside the direct business relationship between you and Aldelo;

•       not combine it with personal information Aldelo receives from or on behalf of others, or collects from its own interactions with consumers, except as permitted by the CCPA;

•       comply with the CCPA and provide the same level of privacy protection the CCPA requires of businesses;

•       notify you if Aldelo determines it can no longer meet its obligations under the CCPA;

•       allow you to take reasonable and appropriate steps to ensure Aldelo uses the personal information consistent with your CCPA obligations and, on notice, to stop and remediate unauthorized use;

•       assist you in responding to verifiable consumer requests and in completing any cybersecurity audits or risk assessments required of you under the CCPA, to the extent the information is in Aldelo’s possession; and

•       require any subcontractor that processes the personal information to agree in writing to obligations at least as protective as this Section 18.

18.3 Security and Breach Notice. Aldelo will implement and maintain reasonable security procedures and practices appropriate to the nature of the personal information, as required by California Civil Code section 1798.81.5, and will protect Your Data in accordance with the security practices described in the service policies referenced in your Ordering Document. Aldelo will notify you without unreasonable delay after discovering a breach of security affecting Your Data, as required by California Civil Code section 1798.82.

18.4 De-identified Data. Aldelo may create de-identified or aggregated data from Your Data for analytics, benchmarking, and improving the Services, provided that Aldelo (a) takes reasonable measures to ensure the data cannot be associated with a consumer, household, or your business; (b) publicly commits to maintain and use the data only in de-identified form and not to attempt to re-identify it; and (c) contractually requires any recipient to do the same.

18.5 Changes in Law. Privacy and data security laws change frequently. The parties will cooperate in good faith, including by amending these Terms or entering into a data processing agreement, to maintain compliance with applicable law.

19. Services Tools and Statistical Information

19.1 Services Tools. Aldelo may use tools, scripts, software, and utilities (“Tools”) to monitor and administer the Services and resolve your service requests. The Tools will not collect or store Your Data except as necessary to provide the Services or troubleshoot service requests. Data collected by the Tools, other than Your Data, may be used to manage Aldelo’s products and services and for license management. You may not access or use the Tools.

19.2 Statistical Information. Aldelo may compile statistical information about the performance and use of the Services from de-identified data meeting Section 18.4 and may publish it, provided it does not identify you or any individual. Aldelo owns that statistical information.

20. Acceptable Use

You will not use the Services, or permit them to be used, including by uploading, emailing, posting, publishing, or transmitting any material, to: (a) threaten or harass any person or cause damage or injury to any person or property; (b) publish material that is false, defamatory, harassing, or obscene; (c) violate privacy rights or promote bigotry, racism, hatred, or harm; (d) send unsolicited bulk email, junk mail, spam, or chain letters, or messages that violate the CAN-SPAM Act or the Telephone Consumer Protection Act; (e) infringe intellectual property or other proprietary rights; or (f) otherwise violate applicable laws or regulations. Aldelo may remove or disable access to material that violates this Section and has no liability to you for doing so.

21. Third-Party Websites, Content, Products, and Services

The Services may allow you to link to or access websites, content, products, and services of third parties, including delivery and ordering platforms. Aldelo is not responsible for third-party websites, content, products, or services, and your use of them is at your own risk and subject to the third party’s terms.

22. Indemnification

22.1 Infringement Claims. If a third party claims that any information, design, specification, instruction, software, service, data, or material (“Material”) furnished by one party (the “Provider”) and used by the other party (the “Recipient”) infringes the third party’s intellectual property rights, the Provider will, at its own expense, defend the Recipient and pay the damages, liabilities, costs, and expenses awarded by a court or agreed in a settlement approved by the Provider, if the Recipient: (a) notifies the Provider in writing within thirty (30) days after receiving notice of the claim (or sooner if required by law); (b) gives the Provider sole control of the defense and settlement; and (c) gives the Provider the information, authority, and assistance it reasonably needs.

22.2 Mitigation. If the Provider believes Material may infringe, the Provider may modify the Material to be non-infringing while substantially preserving its functionality, or obtain a license for continued use. If neither is commercially reasonable, the Provider may end the license for the Material, require its return, and refund any unused prepaid fees for it. If this materially affects Aldelo’s ability to perform an order, Aldelo may terminate that order on thirty (30) days’ written notice and refund any prepaid fees for the period after termination.

22.3 Exclusions. The Provider has no obligation under Section 22.1 to the extent a claim is based on: (a) the Recipient’s alteration of the Material or use outside the scope of the Program Documentation or service policies; (b) use of a superseded version if the claim would have been avoided by an unaltered current version provided to the Recipient; (c) material not furnished by the Provider; (d) material from a third-party website or other external source accessed through the Services; (e) the combination of Aldelo Material with products or services not provided by Aldelo; or (f) intellectual property rights the Recipient knew of, or the Recipient’s actions, before the effective date of these Terms. Section 22.1 states each party’s exclusive remedy for third-party infringement claims.

22.4 Your Indemnity. You will defend and indemnify Aldelo against any third-party claim arising from (a) your breach of Section 16.1 or Section 20; (b) your use of Output in violation of Section 13; or (c) a compromise of personal information caused by your negligence or your failure to protect User IDs and passwords. Aldelo is not responsible for your use or misuse of personal information transmitted, uploaded, or stored using the Services.

23. Limitation of Liability

23.1 Excluded Damages. NEITHER PARTY NOR ANY OF ALDELO’S AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES DUE UNDER THESE TERMS), DATA, OR DATA USE.

23.2 Cap. ALDELO’S TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ORDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO ALDELO FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM. ANY REFUND OR CREDIT YOU RECEIVE UNDER THESE TERMS WILL REDUCE, AND COUNT TOWARD, THAT LIMIT.

23.3 Exceptions. SECTIONS 23.1 AND 23.2 DO NOT LIMIT LIABILITY FOR (A) FRAUD; (B) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (C) DEATH OR PERSONAL INJURY; (D) VIOLATION OF LAW; (E) A PARTY’S DEFENSE AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 22; OR (F) YOUR OBLIGATION TO PAY FEES. THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING CALIFORNIA CIVIL CODE SECTION 1668.

24. Customer Reference

You grant Aldelo a non-exclusive, royalty-free license to identify you as an Aldelo customer and to use your name and logo, in accordance with any usage guidelines you provide, in customer lists, sales presentations, marketing materials, and on Aldelo’s websites. You may opt out at any time by email to Sales@aldelo.com. Aldelo will stop new uses within thirty (30) days after your request but is not required to recall materials already distributed. Aldelo will obtain your approval before publishing a press release or case study about you.

25. Testimonials

25.1 Scope. This Section applies to written, photo, audio, or video testimonials, reviews, or survey responses you submit for use by Aldelo (“Testimonials”). By submitting a Testimonial, you agree to this Section.

25.2 License. You grant Aldelo a worldwide, royalty-free, perpetual, non-exclusive license to reproduce, publish, display, distribute, and adapt your Testimonial in any media for advertising and promotion of Aldelo and its products and services. You retain ownership of your Testimonial.

25.3 Name and Likeness. You authorize Aldelo to use your name, business name, voice, photograph, likeness, and any biographical information you provide in connection with your Testimonial. Aldelo may publish your Testimonial with your name or anonymously, but will not attribute it to a fictitious name or to anyone other than you. You are not entitled to compensation for Aldelo’s use of your Testimonial.

25.4 Edits. Aldelo may edit your Testimonial for length, clarity, and formatting, but will not change its meaning or misrepresent your experience or opinion.

25.5 Material Connections. If you received anything of value in connection with your Testimonial, or have a business relationship with Aldelo that a reader would not expect (for example, free or discounted products or services, or an Incentive Program), Aldelo will clearly disclose that connection where required by the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255) and Rule on the Use of Consumer Reviews and Testimonials (16 C.F.R. Part 465).

25.6 Your Representations. You represent that your Testimonial (a) was made voluntarily by you; (b) reflects your honest opinion and your own experience with Aldelo or its products or services; (c) is true and accurate to the best of your knowledge; (d) is your original work and does not infringe anyone’s intellectual property rights; (e) does not contain defamatory, obscene, hateful, or otherwise objectionable material or violate anyone’s privacy; and (f) does not contain malicious code. You also represent that you have disclosed to Aldelo whether you or a member of your immediate family is employed by Aldelo.

25.7 Withdrawal. If your opinion changes, or you want Aldelo to stop using your Testimonial, notify Aldelo in writing at Sales@aldelo.com. Aldelo will stop new uses within thirty (30) days after your request, but is not required to recall materials already distributed.

25.8 Release and Indemnity. You release Aldelo, its agents, employees, and assigns from claims arising from use of your Testimonial in accordance with this Section, and you will defend and indemnify Aldelo against third-party claims arising from your Testimonial, except to the extent a claim arises from Aldelo’s edits.

25.9 Privacy. Information you provide with your Testimonial is handled in accordance with Aldelo’s Privacy Policy.

26. Copyright Infringement Notices

26.1 Notices. Aldelo responds to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act, 17 U.S.C. § 512 (the “DMCA”). If you believe material available on or through the Services or Aldelo’s websites infringes your copyright, send a written notice to Aldelo’s designated Copyright Agent that includes:

•       your physical or electronic signature;

•       identification of the copyrighted work claimed to be infringed or, for multiple works, a representative list;

•       identification of the allegedly infringing material with enough detail for Aldelo to locate it;

•       your name, mailing address, telephone number, and email address;

•       a statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and

•       a statement that the information in the notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

26.2 Copyright Agent. Aldelo’s designated Copyright Agent is:

Aldelo, L.P.

Attention: Legal Department

6701 Koll Center Parkway, Suite 150

Pleasanton, CA 94566

26.3 Counter-Notices. If material you posted was removed in response to a DMCA notice and you believe the removal was a mistake or misidentification, you may send the Copyright Agent a counter-notice that includes: your physical or electronic signature; identification of the removed material and where it appeared; a statement under penalty of perjury that you have a good faith belief the material was removed as a result of mistake or misidentification; your name, address, and telephone number; and a statement that you consent to the jurisdiction of the federal district court for your address (or, if outside the United States, any judicial district in which Aldelo may be found) and will accept service of process from the person who submitted the original notice. Aldelo may restore the material ten (10) to fourteen (14) business days after receiving a valid counter-notice unless the complaining party notifies Aldelo that it has filed a court action.

26.4 Repeat Infringers. Aldelo will, in appropriate circumstances, terminate the accounts of users who are repeat infringers.

26.5 Misrepresentations. A notice that does not substantially comply with 17 U.S.C. § 512(c)(3) may not be effective. Anyone who knowingly and materially misrepresents that material is infringing, or was removed by mistake, may be liable for damages, including costs and attorneys’ fees, under 17 U.S.C. § 512(f).

27. Export and Sanctions

United States export control and sanctions laws, and other applicable export laws, apply to the Services. You will comply with those laws, including deemed export and deemed re-export regulations, and will not export or use any data, software, or materials resulting from the Services in violation of them. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, and that you are not named on, or owned or controlled by a party named on, any U.S. government restricted-party list, including the Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List.

28. Force Majeure

Neither party is responsible for failure or delay in performance caused by war, hostilities, or sabotage; acts of God; pandemic; electrical, internet, or telecommunication outages not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other events outside the obligated party’s reasonable control. Both parties will use reasonable efforts to mitigate the effect of a force majeure event. If the event continues for more than thirty (30) days, either party may cancel unperformed Services on written notice. This Section does not excuse your obligation to pay for Services performed.

29. Changes to These Terms

Aldelo may update these Terms by giving you at least thirty (30) days’ notice by email to your address on record or through the Aldelo portal. The notice will state the effective date of the update. If you do not agree to the update, you may cancel the Services under Section 7 before the effective date without any charge for Services after the effective date. Your continued use of the Services after the effective date constitutes acceptance of the update. Except as provided in this Section, these Terms may be changed only in a writing signed or accepted online by authorized representatives of both parties.

30. Governing Law, Dispute Resolution, and Arbitration

30.1 Governing Law. These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles, except that Section 30.3 is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”).

30.2 Informal Resolution. Before starting arbitration, a party must send the other a written notice describing the dispute and the relief sought, in accordance with Section 31. The parties will attempt in good faith to resolve the dispute for thirty (30) days after the notice is received. Either party may then begin arbitration.

30.3 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, any Ordering Document, or the Services, including any claim of breach, termination, enforcement, interpretation, or validity of these Terms, and the scope or applicability of this agreement to arbitrate (a “Dispute”), will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted in English before a single arbitrator in Alameda County, California, unless the parties agree otherwise. The arbitrator may award any relief available in court under these Terms, subject to Section 23, and will issue a reasoned written decision. Judgment on the award may be entered in any court of competent jurisdiction.

30.4 Fees and Costs. AAA filing, administrative, and arbitrator fees will be paid as provided in the AAA Commercial Arbitration Rules. Each party will bear its own attorneys’ fees and costs, unless the arbitrator determines that a claim or defense was frivolous or brought in bad faith, or applicable law requires otherwise.

30.5 Individual Claims Only. Disputes will be arbitrated only on an individual basis. Neither party may bring or participate in a class, collective, consolidated, or representative action or arbitration against the other. The arbitrator may not consolidate the claims of more than one customer or preside over any form of class or representative proceeding. If this Section 30.5 is found unenforceable as to a particular claim, that claim will be heard in court under Section 30.7, and not in arbitration.

30.6 Jury Trial Waiver. BY AGREEING TO ARBITRATION, YOU AND ALDELO EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO HAVE DISPUTES DECIDED BY A JUDGE, EXCEPT AS PROVIDED IN SECTION 30.7.

30.7 Exceptions; Courts. Either party may (a) bring an individual action in small claims court for a Dispute within that court’s jurisdiction; and (b) seek temporary, preliminary, or permanent injunctive relief in court to protect its intellectual property rights or Confidential Information, or to prevent unauthorized use of the Services, pending the outcome of arbitration. Nothing in this Section 30 limits the procedures under 17 U.S.C. § 512 described in Section 26. For any matter permitted to proceed in court, and to compel arbitration or confirm, vacate, or enforce an award, you and Aldelo submit to the exclusive jurisdiction of, and venue in, the state and federal courts located in Alameda County, California.

30.8 Severability. If any part of this Section 30 is found unenforceable, the remainder will remain in effect, except as provided in Section 30.5. This Section 30 survives termination of these Terms.

31. Notices

31.1 Notices to Aldelo. Legal notices to Aldelo, including notices of disputes, indemnification claims, or your insolvency, must be sent by certified mail or nationally recognized courier to:

Aldelo, L.P.

Attention: Legal Department

6701 Koll Center Parkway, Suite 150

Pleasanton, CA 94566

Cancellation notices may be given as described in Section 7.2.

31.2 Notices to You. Aldelo may give notices that apply to its customer base by a general notice on the Aldelo portal, and notices specific to you by email to your address on record or by first-class mail to your address on record.

31.3 Electronic Records. You consent to receive notices, agreements, and other records from Aldelo electronically, and agree that your electronic acceptance of these Terms and any Ordering Document has the same effect as a handwritten signature.

32. General

32.1 Related Agreements. Your use of the Aldelo Programs is also subject to the Aldelo Software End User License Agreement (the “EULA”), available at [Insert EULA URL], which is incorporated into these Terms by reference.

32.2 Order of Precedence. If documents conflict, the following order of precedence applies: (a) your Ordering Document; (b) these Terms; (c) the EULA; and (d) other policies incorporated by reference. For card processing matters, the MPA controls as provided in Section 8.1. These Terms and your Ordering Document supersede the terms of any purchase order or other document you provide.

32.3 Entire Agreement. These Terms, your Ordering Document, and the documents incorporated by reference are the entire agreement between you and Aldelo for the Services, and they supersede all prior or contemporaneous agreements and representations, written or oral, regarding the Services.

32.4 Severability and Waiver. If any provision of these Terms is found invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision will be replaced with an enforceable provision that most closely reflects its intent. A party’s failure to enforce a provision is not a waiver of its right to do so later.

32.5 Independent Contractors. Aldelo is an independent contractor. No partnership, joint venture, or agency relationship exists between you and Aldelo.

32.6 Assignment. You may not assign these Terms or transfer the Services or any interest in them without Aldelo’s prior written consent. Aldelo may assign these Terms to an affiliate or to a successor in a merger, acquisition, or sale of all or substantially all of its relevant assets.

32.7 Usage Audit. Aldelo may audit your use of the Services on reasonable notice. You will cooperate and provide reasonable assistance and access to information. Audits will not unreasonably interfere with your normal business operations. You will pay, within ten (10) days after written notice, any fees for use of the Services in excess of your rights. If you do not pay, Aldelo may, in addition to its other remedies, terminate the affected Services.

32.8 Statutes. A reference to a statute or regulation in these Terms means that statute or regulation as amended or replaced, including rules and regulations issued under it.

32.9 Survival. Sections 5.2, 6, 10, 11.3, 11.4, 13.3, 13.5, 13.9, 15.4, 16, 17, 18, 22, 23, 25, 30, 31, and 32, and any other provisions that by their nature are intended to survive, survive termination or expiration of these Terms.