By signing up for a MealTrack Account (as defined in Section 1) or by using any MealTrack Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).

As used in these Terms of Service, “we”, “us” and “MealTrack” means the applicable MealTrack Contracting Party (as defined in Section 4 below).

The services offered by MealTrack under the Terms of Service include various products and services to help you sell goods and services to buyers, whether online (“Online Services”), in person (“POS Services”), or both. Any such services offered by MealTrack are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. MealTrack reserves the right to update and change the Terms of Service by posting updates and changes to the MealTrack website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. and if you do not accept such amendments, you must cease using the Services.

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including MealTrack’s Acceptable Use Policy (“AUP”) and Privacy Policy, before you may sign up for a MealTrack Account or use any MealTrack Service. Additionally, if you offer goods or services in relation to COVID-19, you must read, acknowledge and agree to the Rules of Engagement for Sale of COVID-19 Related Products.

Everyday language summaries are provided for convenience only and appear in bold under each section, but these summaries are not legally binding. Please read the Terms of Service, including any document referred to in these Terms of Service, for the complete picture of your legal requirements. By using MealTrack or any MealTrack services, you are agreeing to these terms. Be sure to occasionally check back for updates.

1. Account Terms

To access and use the Services, you must register for a MealTrack account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. MealTrack may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.

You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.

You confirm that you are receiving any Services provided by MealTrack for the purposes of carrying on a business activity and not for any personal, household or family purpose.

You acknowledge that MealTrack will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you.

You are responsible for keeping your password secure. MealTrack cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).

A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of MealTrack may result in an immediate termination of your Services.

WHICH MEANS

You are responsible for your Account and any Materials you upload to the MealTrack Service. Remember that if you violate these terms we may cancel your service.

If we need to reach you, we will send you an email.

2. Account Activation

2.1. Account Owner

Subject to section 2.1(2), the person signing up for the Service by opening an Account will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Account Owner in connection with the Service.

If you are signing up for the Services on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.

Your MealTrack Store can only be associated with one Account Owner. An Account Owner may have multiple MealTrack Accounts. “Account” means the online store or physical retail location(s) associated with the Account.

2.2. Staff Accounts

Based on your MealTrack pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. With Staff Accounts, the Account Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general store settings).

The Account Owner is responsible and liable for the acts, omissions and defaults arising from use of Staff Accounts in the performance of obligations under these Terms of Service as if they were the Account Owner’s own acts, omissions or defaults.

The Account Owner and the users under Staff Accounts are each referred to as a “MealTrack User”.

2.3. Domain Names

Upon purchasing a domain name through MealTrack, domain registration will be preset to automatically renew each year so long as your MealTrack Account remains active. You acknowledge that it is your sole responsibility to deactivate the auto-renewal function should you choose to do so.

WHICH MEANS

Only one person can be the “Account Owner”, usually the person signing up for the MealTrack Service. The Account Owner is responsible for the Account, is bound by these Terms of Service and is responsible for the actions of others accessing the Account. If you sign up on behalf of your employer, your employer is the Account Owner responsible for your Account.

We automatically create certain accounts for you to accept payments. You are responsible for activating and deactivating these accounts and complying with their terms, which are with various third parties.

Any domain you purchase through us will automatically renew unless you opt out.

3. General Conditions

You must read, agree with and accept all of the terms and conditions contained in these Terms of Service, including the AUP and the Privacy Policy before you may become a MealTrack User. Additionally, you acknowledge and agree to the Rules of Engagement for the Sale of COVID-19 Related Products if you sell such products.

Technical support in respect of the Services is only provided to MealTrack Users.

The Terms of Service shall be governed by and interpreted in accordance with the laws of the New York, United States of America applicable therein, without regard to principles of conflicts of laws.

You acknowledge and agree that MealTrack may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on MealTrack’s website and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to MealTrack’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.

You may not use the MealTrack Services 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), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the Province of Ontario. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.

The MealTrack API License and Terms of Use govern your access to and use of the MealTrack API (as defined therein). You are solely responsible for the activity that occurs using your API Credentials (as defined in the API Terms) and for keeping your API Credentials secure.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by MealTrack.

You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use MealTrack or MealTrack trademarks and/or variations and misspellings thereof.

Questions about the Terms of Service, you can contact us.

You understand that your Materials (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.

You acknowledge and agree that your use of the Services, including information transmitted to or stored by MealTrack, is governed by its Privacy Policy.

The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and MealTrack’s Terms of Service available in another language, the most current English version of the Terms of Service will prevail.

All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. MealTrack shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without MealTrack’s prior written consent, to be given or withheld in MealTrack’s sole discretion.

If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

Sections 1, 3(2)-(5), 4, 6-8, 14-15, 17(9)-(11), 19, 21 and 22 will survive the termination or expiration of these Terms of Service.

WHICH MEANS

4. MealTrack Contracting Party

11768. “MealTrack Contracting Party” means MealTrack Inc., a New York subsidiary of Applied Visions, Inc. with corporate offices located at 6 Bayview Avenue, Northport, NY 11768.
11769. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the state of New York, USA with respect to any dispute or claim arising out of or in connection with the Terms of Service.

WHICH MEANS

If a dispute arises you may bring an action to the State of New York, United States of America.

5. MealTrack Rights

We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.

We reserve the right to refuse service to anyone for any reason at any time.

We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a Store, or the Materials uploaded or posted to a Store, violate our Acceptable Use Policy (“AUP”) or these Terms of Service.

Verbal or written abuse of any kind (including threats of abuse or retribution) of any MealTrack customer, MealTrack employee, member, or officer will result in immediate Account termination.

MealTrack does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Store.

We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that MealTrack employees and contractors may also be MealTrack customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.

In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.

MealTrack retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Account Owner. If we are unable to reasonably determine the rightful Account Owner, without prejudice to our other rights and remedies, MealTrack reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

WHICH MEANS

We can modify, cancel or refuse the service at anytime.

In the event of an ownership dispute over a MealTrack account, we can freeze the account or transfer it to the rightful owner, as determined by us.

6. Confidentiality

“Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. MealTrack’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

WHICH MEANS

Both you and MealTrack agree to use the Confidential Information of the other only to perform the obligations in these Terms of Service. Confidential Information must be protected and respected.

7. Limitation of Liability

You expressly understand and agree that, to the extent permitted by applicable laws, MealTrack 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.

To the extent permitted by applicable laws, in no event shall MealTrack 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 these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, MealTrack partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.

Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

MealTrack does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

MealTrack does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

MealTrack does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

WHICH MEANS

We are not responsible if you break the law, breach this agreement or go against the rights of a third party, especially if you get sued.

Service is “as is” so it may have errors or interruptions and we provide no warranties and our liability is limited.

8. Waiver and Complete Agreement

The failure of MealTrack 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, including the documents it incorporates by reference, constitute the entire agreement between you and MealTrack and govern your use of the Services and your Account, superseding any prior agreements between you and MealTrack (including, but not limited to, any prior versions of the Terms of Service).

WHICH MEANS

If MealTrack chooses not to enforce any of these provisions at any time, it does not mean that we give up that right later.

These Terms of Service make up the agreement that applies to you. This means that any previous agreements between you and MealTrack don’t apply if they conflict with these terms.

9. Intellectual Property and Customer Content

We do not claim any intellectual property rights over the Materials you provide to the MealTrack Service. All Materials you upload remains yours. You can remove your MealTrack Store at any time by deleting your Account.

By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Account; (b) to allow MealTrack to store, and in the case of Materials you post publicly, display and use your Materials; and (c) that MealTrack can, at any time, review and delete all the Materials submitted to its Service, although MealTrack is not obligated to do so.

You retain ownership over all Materials that you upload to the Account; however, by making your Account public, you agree to allow others to view Materials that you post publicly to your Store. You are responsible for compliance of the Materials with any applicable laws or regulations.

MealTrack shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Store to promote the Service.

WHICH MEANS

Anything you upload remains yours and is your responsibility.

WHICH MEANS

By using the Email Services, you agree that MealTrack may use certain tools to ensure the content of the emails sent through the service is safe and compliant with our policies.

10. Payment of Fees

You will pay the Fees applicable to your subscription.

You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. MealTrack will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and MealTrack will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).

You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of MealTrack’s products and services. To the extent that MealTrack charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes 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 evidence satisfactory to MealTrack of your exemption. If you are not charged Taxes by MealTrack, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

For the avoidance of doubt, all sums payable by you to MealTrack under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by MealTrack to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. MealTrack shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.

You must maintain an accurate location in the administration menu of your MealTrack Store. If you change jurisdictions you must promptly update your location in the administration menu.

MealTrack does not provide refunds.

WHICH MEANS

A valid payment method (like a credit card) is required for all accounts. You will be billed for your Subscription Fees every 30 days. Any Transaction Fees or Additional Fees will be charged to your payment method. If we are not able to process payment of Fees using your payment method, we will try again in 3 days. If we are unable to process payment of Fees on the second attempt, we will make a third and final attempt three days later. If payment of Fees is unsuccessful after three attempts, MealTrack may freeze your store. You may be required to remit Taxes to MealTrack or to self-remit to your local taxing authority. No refunds.

11. Cancellation and Termination

You may cancel your Account and terminate the Terms of Service at any time by contacting us and then following the specific instructions indicated to you in MealTrack’s response.

Upon termination of the Services by either party for any reason:

MealTrack will cease providing you with the Services and you will no longer be able to access your Account;

unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

any outstanding balance owed to MealTrack for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

your Account website will be taken offline.

If you purchased a domain name through MealTrack, upon cancellation your domain will no longer be automatically renewed. Following termination, it will be your sole responsibility to handle all matters related to your domain with the domain provider.

If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

We reserve the right to modify or terminate the MealTrack Service, the Terms of Service and/or your Account for any reason, without notice at any time. Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.

Fraud: Without limiting any other remedies, MealTrack 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 use of the Services.

WHICH MEANS

To initiate a termination contact us. MealTrack will respond with specific information regarding the termination process for your account. Once termination is confirmed, domains purchased through MealTrack will no longer be automatically renewed. If you cancel in the middle of your billing cycle, you’ll have one last email invoice.

We may change or terminate your account at any time. Any fraud and we will suspend or terminate your account.

12. Third Party Services

MealTrack may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”). Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.

We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that MealTrack has no control over Third Party Services and shall not be responsible or liable to you or anyone else for such Third Party Services. MealTrack does not guarantee the availability of Third Party Services and you acknowledge that MealTrack may disable access to any Third Party Services at any time in its sole discretion and without notice to you. MealTrack is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. MealTrack strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you should charge to your customers.

If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. MealTrack is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials. Google Maps is a Third Party Service that is used within the Services. Your use of the Services is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, Google Maps and Google Earth Additional Terms of Service and Google Privacy Policy as it may be amended by Google from time to time.

The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and MealTrack is not obligated to intervene in any dispute arising between you and a Third Party Provider.

Under no circumstances shall MealTrack be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if MealTrack has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, MealTrack partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

WHICH MEANS

We are not responsible for third party services so use them at your own risk. If you use Third Party Services on the MealTrack platform, you permit us to send your data to those services. If you use Third Party Services you agree that we do not provide a warranty, so get advice beforehand.

13. Beta Services

From time to time, MealTrack may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which MealTrack will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered MealTrack Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without MealTrack’s prior written consent. MealTrack makes no representations or warranties that the Beta Services will function. MealTrack may discontinue the Beta Services at any time in its sole discretion. MealTrack will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. MealTrack may change or not release a final or commercial version of a Beta Service in our sole discretion.

14. Rights of Third Parties

Save for MealTrack and its affiliates, MealTrack Users or anyone accessing MealTrack Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.

WHICH MEANS

Only MealTrack, MealTrack Users and persons accessing MealTrack Services have any rights under these Terms of Service.

15. Privacy & Data Protection

MealTrack is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that MealTrack’s collection, usage and disclosure of this personal information is governed by our Privacy Policy.

WHICH MEANS

MealTrack’s use and collection of personal information is governed by our Privacy Policy.