Restaurant Delivery Service
Software Agreement

By signing up for RDSLogic/DLCore (“Service”) or any of the services of DeliverLogic Inc. (“DeliverLogic”), you are agreeing to be bound by the following terms and conditions (“Terms of Service”).  Any new features or tools which are added to the current Service shall be also subject to the Terms of Service. You can review the most current version of the Terms of Service at DeliverLogic checkout page. DeliverLogic reserves the right to update and change the Terms of Service by posting updates and changes to using the support desk.

Account Terms:

1. You must be 18 years or older to use this Service.
2. You must provide your full legal name, current address, a valid email address, and any other information needed in order to complete the signup process.
3. You are responsible for keeping your password secure. DeliverLogic cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.
4. You may not use RDSLogic/DLCore for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) as well as the laws of the United States.
5. You are responsible for all activity and content (data, graphics, photos, links) that is uploaded under your RDSLogic/DLCore account.
6. You must not transmit any worms or viruses or any code of a destructive nature.
7. A breach or violation of any of the Account Terms as determined in the sole discretion of DeliverLogic will result in an immediate termination of your services.

General Conditions:

You must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy before you may utilize RDSLogic/DLCore.
1. We reserve the right to modify or terminate the Service for any reason, with sixty (60) days notice. In the event DeliverLogic determines that you are using the Service for any illegal purposes, we reserve the right to immediately modify or terminate the Service without notice.
2. We reserve the right to refuse service to new prospects for any reason at any time within sixty (60) days of purchase.
3. Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
4. DeliverLogic does not warrant that the service will be uninterrupted, timely, secure, or error-free. However, our bare metal and virtual network with third party monitoring, multiple fail safes and backup systems provides fast reliable service.
5. DeliverLogic does not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
6. You understand that your Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.
7. We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
8. DeliverLogic does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.
9. You expressly understand and agree that DeliverLogic shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.
10. DeliverLogic Inc. reserves the right to include information/links on the bottom of all sites that utilize the RDSLogic/DLCore software. If this stamp is removed per order billing will be doubled with a .50c minimum per order price, unless written consent is given from DeliverLogic.
11. In no event shall DeliverLogic or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or this agreement (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, DeliverLogic partners, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
12. Technical support is provided to paying account holders only.
13. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by DeliverLogic. Under no circumstances may this agreement or rights under this agreement or affiliated with this service be transferred or sold without our express permission.
14. Verbal or written abuse of any kind (including threats of abuse or retribution) of any DeliverLogic customer, DeliverLogic employee, member, or officer will result in immediate account termination upon it being brought to our attention.
15. We do not claim any intellectual property rights over the material you provide to the DeliverLogic service. All material you upload remains yours. You can remove your DeliverLogic store at any time by deleting your account or notifying us and we will delete any accounts with your company name. This will also remove all content you have stored on the Service. You do not however, have the right to sell or transfer this application without our expressed permission. Access to your application is a Software as a Service offering from DeliverLogic to you. While you absolutely are entitled to a data dump of all of your relevant data, any software code, design, or legal rights associated with the application are DeliverLogic’s property leased to you.
16. By uploading images, media, and item description content to DeliverLogic you agree to allow other internet users to view them and you agree to allow DeliverLogic to display and store them and you agree that DeliverLogic can, at any time, review all the content submitted by you to its Service. You also agree that said images, media and item description content were lawfully obtained and that you have legal right to disseminate said images for commercial purposes. In the event you did not have legal right to disseminate the images for commercial purposes you agree to indemnify and hold harmless DeliverLogic against any copyright, trademark or other rights holder with respect to the image, media, or item description including attorneys fees.
17. The failure of DeliverLogic to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and DeliverLogic and govern your use of the Service, superseding any prior agreements between you and DeliverLogic (including, but not limited to, any prior versions of the Terms of Service).
18. You retain ownership over all content that you submit to a DeliverLogic store however, by making your store public, you agree to allow others to view your content. Additionally, you grant DeliverLogic a license to display and utilize said data to provide design services and access to the created application as Software as a Service to you.
19. DeliverLogic does not pre-screen Content and it is in their sole discretion to refuse or remove any Content that is available via the Service.
20. Indemnification: RDS shall indemnify, defend and hold DeliverLogic and each of its subsidiaries and affiliates, and each of their respective past or present officers, directors, agents, servants, employees, stockholders, predecessors, successors or assigns, and all persons acting by, through, and under, or in concert with them, harmless against all losses, damages, claims, liabilities, and expenses (including reasonable legal fees) resulting from (i) any of its acts or omissions or the acts or omissions of its employees, contractors, or representatives hereunder; (ii) its breach of this Agreement, negligent acts or omissions, or willful misconduct in performing under this Agreement; (iii) claims that materials supplied by it infringe or conflict with the rights of third parties. RDS is responsible under this section for the actions of its employees, Customer Third Party Providers, agents, and subcontractors; (iv) any damages or liability incurred against DeliverLogic arising from delivery or marketing of food or restaurant services or any automobile transportation.
21. Damages: EXCEPT FOR INDIRECT DAMAGES AS A RESULT OF EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREIN, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (A) ANY LOST PROFITS OR CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, EVEN IF ONE OR BOTH PARTIES KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION OR ANY OTHER SECTION THAT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY.
22. Relationship of Parties. The parties acknowledge that RDS is an independent entity utilizing our software as a service to connect RDS to their client’s requiring their delivery services. RDS and RDS’s employees are not employees of DeliverLogic. Nothing in this Agreement or any exhibit will be construed as creating a partnership, joint venture, agency or fiduciary relationship between the parties, or as authorizing either party to act as agent for the other or to enter into contracts on behalf of the other.
23. Driver Terms of Service. All of your drivers must agree to the Driver Terms of Service. These terms of service will be enhanced from time to time to meet our operational requirements
24. Driver Vetting. You agree to monitor, supervise, and conduct a reasonable background inquiry on your drivers to ensure safe operation of their vehicles and delivery of their orders. You are in charge of designing, implementing, and ensuring said compliance is met by your drivers. You specifically indemnify DeliverLogic, the Restaurant, and our affiliates, from your failure to do so, or failure to properly do so.
25. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. By using this application you agree that all disputes under this product be settled at a State Court in Florida, Federal Court in Florida, or in front of Florida Arbitrator as may be required from time to time.

Payment of Fees:

1. A valid credit card is required for accounts able to process orders using a live payment gateway. Accounts used for development purposes (unable to process orders using a live payment gateway) do not require a valid credit card.
2. The service will be billed in 30 day intervals. When your billing period is over DeliverLogic users will be sent an invoice via email. As well, an invoice will appear on the account page of your DeliverLogic administration console. Users have approximately two weeks to bring up and settle any issues with the billing.
3. All fees are exclusive of all federal, state or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”). If you are a resident of a country outside of the United States, you are responsible for all applicable Taxes that arise from or as a result of your subscription to a Plan. These Taxes are based on the rates applicable to the billing address you provided to us. Such amounts are in addition to payment for the Plan and will be billed to your credit card. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate. If you believe you are exempt from taxation please contact us at sales@deliverlogic.com.
4. DeliverLogic does not provide refunds.

Cancellation and Termination:

1. You may cancel your account at anytime by creating a support ticket which will be handled within 30 days.
2. Once your account is cancelled your Content and Data will no longer be available.
3. If you cancel the Service in the middle of the month, you will receive one final invoice via email. Once that invoice has been paid you will not be charged again.
4. We reserve the right to modify or terminate the Service for any reason, with sixty (60) days notice. In the event DeliverLogic determines that you are using the Service for any illegal purposes, we reserve the right to immediately modify or terminate the Service without notice.
5. Fraud: Without limiting any other remedies, DeliverLogic may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.

Modifications to the Service and Prices:

1. Prices for using DeliverLogic are subject to change upon sixty (60) days notice from DeliverLogic. Such notice may be provided at any time by posting the changes to the DeliverLogic Site or the administration menu of your DeliverLogic store via an announcement.
2. DeliverLogic reserves the right at any time to time to modify or discontinue, the Service (or any part thereof) with or without notice.
3. DeliverLogic shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
4. All services offered in the DeliverLogic marketplace are offered through DeliverLogic. DeliverLogic shall reserve the rights to collect and/or disperse all revenue to and from all clients, merchants & vendors.