Terms of Service
Updated May 2020
The customer enters the terms and conditions (the "Agreement") as defined below.
As per the following "Terms of Services," the customer consents to access the business account of Aframark and use the business services rendered by Aframark.
“Customer” refers to the entity outlined in a signup form or order form to gain access to Aframark Service, who through its commissioned personnel, operates, or otherwise acquires the Aframark Service covered in the terms of this Agreement. In case the Customer does not agree with (or cannot comply) with any or all of the terms of the Agreement, the Customer shall not obtain or use the Services of Aframark.
In case you are signing up for a new Account (described later) and are willing to abide with this Agreement on account of a business, company, association, or any other legal entity, then you act as you are entitled to have the power to bind such entity with this Agreement, in which circumstance the terms that the Customer shall allude to that entity and you as the individual working on behalf of the Customer.
The Agreement comprises of (1) every signup form or purchase form given to Customer by Aframark for Customer to take Aframark services or features, and (2) all operating policies and rules (collectively, the "Guidelines") that are referred to here or that may otherwise be stated by Aframark on its websites (as new-updated Guidelines may be formulated and other Guidelines may be revised, now and then), for everyone accessing the Aframark services.
Aframark may modify, add, or delete the terms and conditions mentioned in the Agreement, comprising of the Guidelines, or any part thereof periodically in its sole discretion. The Customer will get a notification via their business account in the event of material modifications to the Agreement. The Customer agrees to be confined by the terms and conditions of this Agreement as revised. The Customers' persistent use of the services now or regarding the posting of any notice regarding any modifications, will indicate that the customer has given the approval of those changes.
1.1 The Account:
The Customer will be provided with "an Account" on Aframark's website when the Customer registers for the Services of Aframark. The Customer will see and access the features in the account that are a part of the Aframark services rendered to Customer as defined on a Sign-up Form and on our Website. Aframark may at any point in time and without any prior notice remove, modify, and alter the services and features offered to the Customer. Aframark may give the Customer additional services, features, or free-trials of different services of Aframark. If the Merchant or Customer utilizes the additional support, assistance, services, features and/or the free trials, then such usage will be supervised by this Agreement and the Guidelines only, of which the Customer agrees to comply while making use of these services, assistance, features, and free trials.
1.2 The Invitation service:
The Account may send invitations to Customer’s customers (the “Consumer”) asking them to share their answer for a specific question. The invitation includes text, image & a direct link that will take them to a landing page for answer submission. The invitation is sent by Aframark on behalf of the Customer, and it is therefore a precondition for the Answer invitation service that the Customer provides Aframark with the necessary contact data.
1.3 Q&A Widget:
- The Account may allow the Customer to use Q&A Widget. It can be implemented by the Customer on the domains covered by the SignUp Form. Aframark reserves the right to change the Widget that are made available to the Customer, if any, including removing, amending or replacing the Widget at any time without any prior written notice. It is solely the responsibility of the Customer to ensure that Q&A Widget is implemented and maintained correctly on the Customer’s domain(s)
- If the Customer implements Q&A Widget, the Customer accepts that cookies are set by Aframark to collect statistics and data about the performance on Customer’s domain(s) on behalf of the Customer.
1.4 Non-Aframark applications:
- Non-Aframark applications can be web-based or offline software applications that connect or interoperate with the Aframark Service. It includes applications that are developed for or by the Customer, applications that are listed in online directories, app-stores, catalogues or similar marketplaces, or third-party applications that may be identified as Aframark applications.
- The Customer’s use of non-Aframark applications, and any exchange of data between the Customer and the non-Aframark application provider, is solely a matter between the Customer and the non-Aframark application provider. The Customer agrees as between the Customer and Aframark that any data related to the Customer’s use of such Non-Aframark Application is the sole responsibility of the Customer.
1.5 Trials and additional services
Access and use of some features made available by Aframark may require authorizations of additional terms and conditions. If you use any such services, the additional terms and conditions will be made available and will become an integrated part of this Agreement. In the event of conflict between the additional terms and conditions and this Agreement, the additional terms and conditions shall prevail to the extent of the conflict as it applies to those services.
Consumer conduct on Aframark Service
Aframark is not responsible and assumes no liability for the Consumers' and other third parties’ conduct on Aframark websites or the use of the Aframark Service, including any Q&A and other content published by the Consumers and other users ("User Content"). The opinions expressed in the User Content do not represent the opinions of Aframark, its affiliates or any officers, directors, employees, contractors or shareholders of Aframark and its affiliates.
3.1 General responsibilities:
The Customer shall (i) comply with the Agreement; (ii) comply with the Guidelines in force at any time; (iii) only use the Aframark Service on the domain(s) covered by the Agreement which are listed on the Signup Form; and (iv) comply with all applicable laws and regulations with respect to its activities under this Agreement at all times. The Customer warrants and represents the Customer owns or has an exclusive license to operate the domain(s) listed on the Signup Form.
The password to the Aframark Service, which is provided to or created by the Customer in connection with the Agreement for login purposes, must only be used by and for the Customer. The login to the business account may not be shared.
3.3 Usage of the Q&A Invitation Service:
In order to use Q&A invitation server, the Customer must provide Aframark with the data necessary for Aframark to create and send out invitations to Consumers. The data must be sent to Aframark using the provided. The Customer warrants and represents that the Customer is entitled to allow Aframark to process this data as required (including having obtained all necessary consents from Consumers) in order to deliver the Answer Invitation Services and that the use of such data by Aframark to deliver the Answer Invitation Services shall not breach any applicable laws related to data privacy.
The Agreement shall not be considered or interpreted in any way as an approval, endorsement or recommendation of the Customer by Aframark, or of the Customer's products or the Customer's services. The Customer shall not under any circumstances market itself or in any way give public declarations in conflict with the above.
Termination and suspension
5.1 Aframark may, without prior notice at any time and for any reason, suspend or terminate the Customer's access to the Account or use of the Aframark Service or portion thereof, or terminate the Agreement. Aframark will notify the Customer of such termination or suspension.
5.2 Consequences of the termination of Aframark Services or the Agreement
- Upon termination of the Agreement, the parties are discharged from any obligations under the Agreement.
- In case of termination of the Agreement, no matter the cause, the Customer shall cease use of the Aframark Service from the date of termination.
- Customer must cease all use of Aframark Designs, Q&A Widget, and all Questions & Answers and promptly remove them from the Customer's domain(s) after expiration or termination of applicable Aframark Services.
- Termination of the Agreement, no matter the cause, will have no effect on Q&A posted on Aframark Community and other third party networks even if such Q&A have been posted as a result of the Customer's use of the Answer Invitation Service or Q&A Widget on Customer’s domain(s), and such Q&A will remain on Aframark Database or other third party networks until removed by the Consumer who provided the Q&A or by Aframark.
- The Customer's unauthorised use of the Aframark Service can be prohibited by an injunctive relief without any requirements to post bond or other security.
The Customer shall indemnify, defend and hold harmless Aframark and its affiliates and its and their respective officers, directors, employees and agents (collectively “Indemnitees”) against any liability, losses, damages, penalties, judgments, awards, settlements, costs and expenses (collectively “Losses”) suffered or incurred by any Indemnitee as a result of any third party claim, allegation, action, suit or proceeding (including any investigation or other claim, allegation, action, suit or proceeding by any governmental authority) (“Third Party Claim”) arising from or related to any assertion that (a) the use of any content provided by the Customer (i) infringes the intellectual property rights of a third party and/or (ii) violates applicable law and/or the Guidelines; (b) the use by the Customer of Aframark’s Service violates the Guidelines or applicable law; (c) Aframark's' use of Consumer data under this Agreement is in breach of any applicable laws related to data privacy or contractual commitment of the Customer; (d) any email message sent or caused to be sent by Aframark on behalf of the Customer violates any applicable law, rule or regulation; or (e) The Customer is or has breached any of the warranties or representations made by the Customer in this Agreement. The Customer shall not bring any claim against the Indemnitees arising from or related to any User Content, including without limitation, any claim that the User Content is defamatory, offensive or otherwise harmful. The Customer shall indemnify, defend and hold harmless the Indemnitees against any Losses suffered or incurred by any of the Indemnitees as a result of any such claim, whether such claim is brought by the Customer, any of its affiliates, or any of its or their officers, directors, employees, contractors, agents, shareholders or any third party.
THE Aframark SERVICE AND ANY WEBSITE OPERATED BY Aframark ARE SUPPLIED "AS IS" AND MAY BE MODIFIED, UPDATED, INTERRUPTED, SUSPENDED OR DISCONTINUED AT ANY TIME WITHOUT NOTICE OR LIABILITY. Aframark EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of liability
8.1 THE USE OF THE Aframark SERVICE IS THE SOLE RESPONSIBILITY OF THE CUSTOMER. IN NO EVENT SHALL Aframark (OR ITS AFFILIATES, LICENSORS AND SUPPLIERS) BE LIABLE CONCERNING ANY SUBJECT MATTER ARISING FROM OR RELATED TO THIS AGREEMENT, THE Aframark SERVICE OR ANY OF THE WEBSITES OPERATED BY Aframark OR ITS PARENT COMPANY REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) FOR (i) ANY LOSS OF PROFITS, CONTRACTS, REVENUE, BUSINESS, BUSINESS OPPORTUNITY, LOSS OR CORRUPTION OF DATA OR RECOVERY OF DATA, GOODWILL, SECURITY BREACH RESULTING FROM A FAILURE OF A THIRD PARTY TELECOMMUNICATIONS AND/OR THE INTERNET, ANTICIPATED SAVINGS OR REVENUE (REGARDLESS OF WHETHER ANY OF THESE IS DIRECT, INDIRECT OR CONSEQUENTIAL); (ii) ANY LOSS OR DAMAGE ARISING IN CONNECTION WITH LIABILITIES TO THIRD PARTIES (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL); (iii) ANY MATTER BEYOND ITS REASONABLE CONTROL; (iv) ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER; OR (v) DAMAGES, EVEN IF Aframark HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
8.2 CUSTOMER’S SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE Aframark SERVICE, RELATED SERVICES, FEATURES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.
8.3 Aframark IS NOT LIABLE FOR THE GENERAL AVAILABILITY, APPLICABILITY, OR CUSTOMER'S USE OF THE Aframark SERVICE, OR ANY DATA RELATED TO THE CUSTOMER’S USE OF NON-Aframark APPLICATIONS OR ANY BUSINESS DECISIONS OR THE RESULT OF SUCH DECISIONS MADE BY CUSTOMER USING Q&A INSIGHTS, INCLUDING WITHOUT LIMITATION LIABILITY FOR BREACH OF CONTRACT, MISREPRESENTATION (WHETHER TORTIOUS OR STATUTORY), TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, RESTITUTION OR OTHERWISE ARISING FROM OR IN CONNECTION WITH THE AGREEMENT, THE Aframark SERVICE OR ANY OF THE WEBSITES OPERATED BY Aframark.
8.4 Nothing in the Agreement excludes or limits either party's liability for matters which cannot be excluded or limited under applicable law.
Representations and warranties
EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER THAT (I) EACH PARTY HAS THE FULL CORPORATE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT, TO GRANT THE RIGHTS GRANTED HEREUNDER AND TO CARRY OUT THE TERMS AND CONDITIONS CONTAINED HEREIN; (II) THE EXECUTION OF THIS AGREEMENT BY SUCH PARTY, AND THE PERFORMANCE OF ITS DUTIES AND OBLIGATIONS HEREUNDER, DO NOT AND WILL NOT VIOLATE OR CONFLICT WITH ANY AGREEMENT TO WHICH SUCH PARTY IS A PARTY OR BY WHICH IT IS OTHERWISE BOUND; AND (III) WHEN EXECUTED AND DELIVERED BY SUCH PARTY, THIS AGREEMENT WILL CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH PARTY, ENFORCEABLE AGAINST SUCH PARTY IN ACCORDANCE WITH ITS TERMS.
Assignment and transfer
10.1 The Customer is not entitled to assign or transfer its rights or obligations under the Agreement to any third party without prior written consent from Aframark. Any change of direct or indirect control of the Customer (whether by sale of controlling equity interests or otherwise) will be deemed to be an assignment of the Agreement by the Customer that requires Aframark’s prior written consent.
10.2 Aframark is entitled to assign and/or transfer any of its rights or obligations under the Agreement to any third party.
Intellectual property rights
11.1 The Aframark service, any content on the Aframark Service and all underlying technology (including all intellectual property rights embodied therein), is and will remain the sole and exclusive property of Aframark and will be protected in accordance with applicable copyright laws and other legislation. Unless otherwise expressly provided herein, no right, title, or license is granted to Customer including but not limited to any patent, copyright or other intellectual property right to the Aframark Service, any content on the Aframark Service and any and all underlying technology, existing or future. The Customer shall not reverse engineer or otherwise attempt to discover the source code, object code or any trade secret related to the Aframark Service or any underlying technology.
11.2 Import of Questions & Answers
- The Customer may have the option to import questions & answers collected by the Customer or by a third party acting on behalf of the Customer to the Aframark Service
- As between Aframark and the Customer, the Customer owns the imported questions & answers and Aframark is granted a non-exclusive, worldwide, revocable license to store and display these imported questions & answers in Q&A Widget and on the Customer's domain. The Customer warrants and represents: (i) that the Customer is the owner of these questions & answers; (ii) that the Customer has all necessary rights and permissions from third parties to import these questions & answers to the Aframark Service; (iii) that the Customer is entitled to allow Aframark to process these imported questions & answers as may be required (including having obtained all necessary consents from the Consumers and any third parties who may have assisted with the collection of these questions & answers) and; (iv) that the use of such questions & answers by Aframark in accordance with this section shall not breach the Data Protection Requirements, any intellectual property rights or any other laws or regulations.
- Aframark reserves the right at any time and for any reason to refuse the Customer's import of questions & answers and may at any time suspend or discontinue the possibility for the Customer to import questions & answers.
- The Customer agrees that Aframark may use the Customer's name and logo on Aframark’s websites and as a part of a general list of Aframark’s customers.
12.1 The parties shall not reveal the content of the Agreement to any third parties and keep confidential the terms of this Agreement (including any Signup Form) and other pieces of information that the parties may have exchanged or may in the future exchange regarding their undertakings or business relationships under or in relation to this Agreement. Information which derives from or concerns a party can be demanded to be kept secret due to the nature of the matter.
12.2 The duty of confidentiality does not include information which is already published or publicly known unless the publication is due to a breach of the confidentiality obligations laid down in the Agreement. Disclosure of confidential information is not prohibited if such disclosure: (a) is in response to a valid order or request of a court or other governmental body or in order for the party to cooperate with authorities, courts or governmental bodies; (b) is requested to be disclosed on a confidential basis to a party's attorneys, advisors or potential acquirers or sources of financing in connection with a due diligence request; or (c) is otherwise required by law.
12.3 Notwithstanding the foregoing confidentiality obligation, the parties shall be entitled to disclose the existence of this Agreement to third parties including its termination.
Notices and contact
13.1 Notices required to be given under this Agreement shall be in writing and can be delivered by email set out in this Agreement.
13.2 The Customer can send notices to Aframark via email at [email protected]