Hailo F&B Data Systems Inc, (“Hailo Data”, “Hailo“, including, “We”, ”Us”, or “Our”) owns and operates Hailo proprietary software application (the “App”) that provides access to certain information, including materials relating to Hailo Data’s proprietary restaurant management program (the “HAILO Program”). The App may from time to time be available for download through the HAILO website hailogroup.com and any other domains or subdomains used in connection with, or related to, the App.
These terms of service (the “Terms of Service”) apply to all users of the App, including users who upload or download any materials to or from the App, users who make use of the HAILO Program or otherwise use services provided in or through the App, and users who simply view the content on or available through the App (collectively, “Users” and each a “User”, and, ”You”).
You must be at least eighteen (18) years old to use the App. By using the App, you indicate and confirm your acceptance of these Terms of Service. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN DO NOT USE THE APP OR ANY OF THE APP’S CONTENT OR ASSOCIATED SERVICES.THESE TERMS OF SERVICE MAY BE AMENDED OR UPDATED BY HAILO FROM TIME TO TIME WITHOUT NOTICE TO YOU AND THESE TERMS OF SERVICE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THE APP. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF SERVICE FOR ANY CHANGES. YOUR USE AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS OF SERVICE SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS. ANY NEW FEATURES THAT MAY BE ADDED TO THE APP FROM TIME-TO-TIME WILL BE SUBJECT TO THESE TERMS OF SERVICE, UNLESS STATED OTHERWISE. YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS OF SERVICE.
IF YOU ARE ACCEPTING THESE TERMS OF SERVICE ON BEHALF OF A CORPORATION OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY RIGHT AND AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE ON BEHALF SUCH CORPORATION OR ENTITY AND TO BIND SUCH CORPORATION OR ENTITY TO THESE TERMS OF SERVICE.
1. The Service.
(a) The service presented by HAILO, through the App, enables Users to make use of HAILO’s database of policies, manuals, and guides, make purchases from HAILO suppliers or other members of the HAILO Program or to follow such purchases and related payments within the App, and generally make use of other services or view materials as further contained in the App (collectively, the “Service”).
(b) The Service provided to you may vary, depending on which tier of the HAILO Program (the “Tier Program”) you have initially selected or modified, from time-to-time. HAILO reserves the right to vary the Tier Program without notice and in HAILO’s sole discretion.
(c) The underlying hardware, software, network storage and related technology required to run the Service is provided by HAILO and its third-party vendors and hosting partners.
2. Registration.
(a) You must provide Your full legal name, a valid email address, and any other information requested in order to complete the signup process. This may include business contact information on behalf of a corporation or entity who is participating in the HAILO Program, purchasing data, product requirements, and supplier and distributor lists.
(b) Any personal information provided by You as part of the sign-up process for the Service will be used and stored in accordance with the HAILO’s Privacy Policy. We also collect email addresses from any Users of the Service that downloads content from the App. If You register for the Service on behalf of a corporation or other entity, such corporation or other entity, that business organization will be the legal and beneficial account owner.
(c) For the purpose of these Terms of Service, regardless of whether You register for an account as an individual, or on behalf of a corporation or other entity, the billing contact person will be the default firm administrator (the “Account Owner”) selected by either You or the corporation or other entity. The Account Owner will have certain rights within the account, including the right to cancel the account and add Users to the account. The Account Owner can also appoint a new Account Owner by contacting Us if the billing contact is not the appropriate person to manage the account. 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, or such other documentation that We may, in our sole discretion, require. We retain the right to determine, in Our sole judgment, rightful account ownership and transfer an account to the rightful owner. If We are unable to reasonably determine the rightful Account Owner, We reserve the right to temporarily disable an account until resolution has been determined between the disputing parties.
3. Fees, Payments, Refunds, Upgrading and Downgrading.
(a) If You are a new or prospective user of the Service and would like more information about Our pricing packages, please contact Us at [*]
(b) All prices for the Service or containing in the App are subject to change without notice from Us. Notice may nonetheless be provided by email or through an in-App notification, which you hereby agree to receive from time-to-time in accordance with Our Privacy Policy.
4. Content.
(a) You are solely responsible for all content, including without limitation the following: (i) documents; (ii) data; (iii) text; (iv) images; (v) photographs; (vi) graphics; (vii) messages; or (viii) any and all other materials or information in any form, which You upload, post, email, transmit or otherwise make available to and through the App (collectively, “User Content”). This means that You, and not HAILO, are entirely responsible and liable for all such User Content uploaded, posted, emailed, transmitted or otherwise made available through Your use of the Service.
(b) HAILO does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content. You acknowledge that by using the Service, You may be exposed to materials that are offensive, indecent or objectionable.
(c) Under no circumstances will HAILO be liable in any way for any User Content and HAILO will not be liable for any errors or omissions in any User Content or for any loss or damage of any kind incurred as a result of the viewing or use of any User Content uploaded, posted, emailed, transmitted or otherwise made available via the Service.
5. Restrictions on User Content and Use of the Service.
(a) HAILO reserves the right at all times (but will have no obligation) to remove or refuse to distribute any User Content and to terminate Users, reclaim usernames, and generally restrict or remove access to the App for any reason whatsoever and without notice and in its sole discretion.
(b) We also reserve the right to access, read, preserve, and disclose any information as We reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Service, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of Our Users and the public.
(c) In using the App or Service, You will not:
1. copy any content, in any form, unless expressly permitted to do so herein;
2. upload, post, email, transmit or otherwise make available any material that:
A. is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
B. you do not have a right to make available under any law or under a contractual relationship;
C. infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
D. use communication features of the Service (or other functionality made available through the Service) to transmit unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
E. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the App or that of any Users or viewers of the App or that compromises a user’s privacy; or
F. contains any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
3. impersonate any person or entity or misrepresent their affiliation with a person or entity;
4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the App or impersonate another person or organization;
5. interfere with or disrupt the App or servers or networks connected to the App, or disobey any requirements, procedures, policies or regulations of networks connected to the App or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
6. intentionally or unintentionally violate any applicable local, provincial, national or international law or regulation;
7. collect or store personal data about other Users or viewers;
8. license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the App;
9. modify, translate, make derivative works of, disassemble, duplicate, adapt, hack, decompile, reverse compile, modify, reverse engineer or utilize data scraping methods or similar (e.g. by bulk or systematic downloading of information in the App, including via programmatic means or hiring human resources to manually download the same) for any part of the App or any software provided as part of the Service; or
10. falsely imply that another App or website is associated with the Service, HAILO, or any other HAILO service, except to the extent the foregoing restrictions are expressly permitted by applicable law; and
11. you also agree not to access the App in a manner that utilizes the resources of the App more heavily than would be the case for an individual person using a conventional web browser on a computer or mobile device. If Your bandwidth usage exceeds reasonable levels, or significantly exceeds the average bandwidth usage of other HAILO Users, as determined solely by HAILO, We reserve the right to immediately disable Your account and/or restrict Your usage until You can reduce Your bandwidth consumption.
6. License of Content to HAILO. By submitting, posting or displaying User Content on or through the Service, You grant Us (and Our agents or assignees) a non-exclusive, royalty-free license (with the right to sublicense) to use, copy, modify, transmit, display and distribute such User Content to the extent necessary to provide the Services, including but not limited to sharing of User information to other Users in order to provide the Service. We will not share end user data or User Content with any third parties, except as set out in Our Privacy Policy. HAILO will not be responsible or liable for any use of User Content in accordance with these Terms of Service or Our Privacy Policy. You represent and warrant that You have all the rights, power and authority necessary to grant the rights granted herein to any User Content that You submit.
7. End User License.
(a) The App and information and materials contained therein, but excluding the User Content, are the property of HAILO and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws.
(b) You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the App or the Service other than as expressly authorized by HAILO in writing.
(c) You hereby acknowledge and agree that, as between HAILO and You, all right, title, and interest in and to the App and the Service shall be owned exclusively by HAILO.
(d) Use of the App or the Service in any way not expressly permitted by these Terms of Service is prohibited.
(e) Subject to these Terms of Service, HAILO grants You a non-transferable, non-exclusive, license to use the App for Your use (the “License”). The App is licensed to You and not sold.
(f) Nothing in these Terms of Service gives You a right to use the HAILO names, trademarks, logos, domain names, and other distinctive brand features without Our prior written consent.
(g) You shall not attempt to override or circumvent any of the usage rules or restrictions on the App.
(h) Any future release, update, or other addition to functionality of the App shall be subject to these Terms of Service.
8. Feedback. If You provide HAILO with any suggestions, comments or other feedback relating to any aspect of the App or Service (collectively, “Feedback“), HAILO may use such Feedback in the App, Service, HAILO Program, and/or in any other HAILO products or services (collectively, “HAILO Offerings“). Accordingly, in providing Feedback, You agree to the following:
(a) HAILO is not subject to any confidentiality obligations in respect to the Feedback,
(b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to HAILO,
(c) HAILO (including all of its successors and assigns and any successors and assigns of any of the HAILO Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any HAILO Offerings, and
(d) You are not entitled to receive any compensation or re-imbursement of any kind in respect of the Feedback.
9. Advertising. You acknowledge and agree that the App may contain advertisements or paid or unpaid product promotions, from other Users or otherwise. If You elect to have any business dealings with anyone whose products or services may be advertised on the App, You acknowledge and agree that HAILO shall not have any responsibility or liability for any losses or damages that You may incur as a result of any such dealings.
10. Links & Third-Party Website Integrations.
(a) The App (including User Content) may contain links to other websites that are not owned or controlled by HAILO or which may make it possible for You to elect to use third party services with the Service where such third party service providers have integrated with the Service (the “Third Party Integration Partners”).
(b) HAILO is not responsible for the content of any linked websites or for the delivery of any product or service offered by third parties including Third Party Integration Partners.
(c) In order to receive access to a Third Party Integration Partner’s products or services, You may need to sign-up directly with the Third Party Integration Partner or satisfy any applicable credit or reference checks.
(d) Any third-party websites, applications, or services (including those offered by Third Party Integration Partners) are subject to the terms and conditions and/or privacy policies of those websites and or services and You are responsible for determining those terms and conditions and complying with them. The presence of a link to any other website or similar does not imply that HAILO endorses or accepts any responsibility for the content or use of such website or point of access, and You hereby release HAILO from all liability or damages that may arise from Your use of such websites or applications, or receipt of services from any such websites or applications. While HAILO does not prohibit linking to third party websites, applications, and other content, it does not wish to be linked to or from any third-party website or application which contains, posts or transmits any of the prohibited content in Section 5 of these Terms of Service. HAILO reserves the right to prohibit or remove (or require You to remove) any link to any such website or application, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time.
11. DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS. THE SERVICE, APP, AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND HAILO DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED. IN ADDITION, HAILO SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. HAILO DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE APP, IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK WITHIN THE APP, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING WITHIN THE APP, AND EXCEPT AS SPECIFICALLY AGREED TO HAILO WILL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. HAILO WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICE.
12. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL HAILO BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM: (i) YOUR USE OF OR YOUR INABILITY TO USE THE APP OR THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES; (iii) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS, HAILO PROGRAM, OR ON THE APP; (iv) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE OR THE APP, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE APP; OR (v) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE APP OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE APP. THESE LIMITATIONS SHALL APPLY EVEN IF HAILO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, HAILO’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF EITHER ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNTS YOU HAVE PAID TO HAILO IN THE PRIOR 12 MONTHS (IF ANY). THE FOREGOING LIMITATIONS WILL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
13. INDEMNIFICATION. YOU WILL INDEMNIFY AND HOLD HAILO AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING ALL LEGAL FEES ON A FULL SOLICITOR AND CLIENT BASIS), INCURRED IN CONNECTION WITH ANY MATERIALS SUBMITTED, POSTED, TRANSMITTED, OR MADE AVAILABLE BY YOU THROUGH THE SERVICE OR ANY VIOLATION BY YOU OF THESE TERMS OF SERVICE, THE RIGHTS OF ANY THIRD PARTY, OR ANY APPLICABLE LAW OR REGULATION.
14. Termination.
(a) You are solely responsible for properly cancelling Your account. You can cancel Your account at any time by emailing or calling Us and notifying Us of Your desire to cancel Your account. However, You still may have payment obligations in accordance with Section 3.
(b) HAILO may, under certain circumstances and without prior notice to You, immediately terminate Your ability to access the App or portions thereof. Cause for such termination shall include, but not be limited to the following: (i) breaches or violations of these Terms of Service or any other agreement that You may have with HAILO, including, without limitation, breaches of the Member Participation Agreement, contravention of HAILO Program policies, or non-payment of any fees owed in connection with the App or the Service or otherwise owed by You to HAILO; (b) requests by law enforcement or other government agencies; (c) a request by the Account Owner; (d) discontinuance or material modification to the App or the Service, or any part thereof; (e) unexpected technical, security or legal issues or problems; (f) participation by You, directly or indirectly, in fraudulent or illegal activities; (g) verbal, physical, written or other abuse, including threats of abuse or retribution, against any HAILO customer, employee, member or officer; or (h) for any other reason within HAILO’s sole discretion and determination. Termination of Your access to the App or the Service may also include removal of some or all of the materials uploaded by You.
(c) You acknowledge and agree that all terminations may be made by HAILO in its sole discretion and that HAILO shall not be liable to You or any third-party for any termination of Your access to the App or for the removal of any of the materials uploaded by You to the App or the Service, for any reason whatsoever. Any termination of these Terms of Service by HAILO shall be in addition to any and all other rights and remedies that HAILO may have.
15. Availability & Updates. HAILO may alter, suspend, or discontinue the App or the Service at any time and for any reason or no reason, but will endeavor to provide notice of the same. The App or the Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. HAILO may periodically add or update the information and materials on the App without notice.
16. Security.
(a) All User Content uploaded by You to the App shall be subject to commercially reasonable security measures and protocols. HAILO is not responsible for the security of any User Content, whether uploaded to the App or once You download the same from the App. HAILO is not responsible for the storage location of any User Content once downloaded from the App by You.
(b) You are responsible for safeguarding the password that You use to access the Service and You are responsible for any activities or actions under Your password. You agree to keep Your password secure.
(c) If You create an account on behalf of a corporation or entity, You represent that You have authority for any actions taken on behalf of such corporation, including but not limited to amendments to the particular Tier Program within the HAILO Program or entity, incurring liabilities for any orders made to or with other HAILO members or suppliers, or for payment for any such incurred obligations.
(d) Login credentials are intended for one User only and are not to be shared by multiple Users. HAILO will not be liable for any loss or damage arising from Your failure to comply with these requirements.
17. Confidentiality. In using the App, You agree to be bound by any confidential policies that You have entered into with HAILO from time-to-time.
18. Privacy Policy. By agreeing to these terms, you acknowledge that HAILO may collect, use and disclose your information as described in Our Privacy Policy, as amended from time-to-time.
19. General.
(a) THESE TERMS OF SERVICE MAY BE MODIFIED BY HAILO AT ANY TIME WITHOUT NOTICE AND SOLELY IN HAILO’S DISCRETION, EVIDENCED BY A NEW POSTING OF THESE TERMS OF SERVICE BY HAILO.
(b) These Terms of Service, together with the HAILO’s Privacy Policy and the Member Participation Agreement, constitute the entire agreement between You and HAILO relating to the App and the Service and all related activities. Any amendments thereto must be in writing by all parties thereto in order to be valid.
(c) If any part of these Terms of Service is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions.
(d) The failure of HAILO to exercise or enforce any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. Any waiver of any right or provision by HAILO must be in writing and shall only apply to the specific instance identified in such writing.
(e) You may not assign these Terms of Service, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise, without HAILO’s prior written consent, such consent may be unreasonably withheld, delayed or conditioned. We may assign these Terms of Service without restriction and without notice.
(f) Headings, numbering and section references are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
(g) These Terms of Service shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and You hereby exclusively attorn to the jurisdiction of the Courts of the Province of British Columbia.
(h) HAILO reserves the right to seek all remedies available at law and in equity for violations of these Terms of Service and/or the rules and regulations set forth on the App or the Service, including, without limitation, the right to block access from a particular internet address.
(i) If there is a conflict between any provision of these Terms of Service or within the Privacy Policy, as respectively amended from time-to-time, the relevant provision of these Terms of Service shall prevail to the extent of such conflict. If You have questions about these Terms of Service or if You wish to make any complaint or claim with respect to the App or the Service, please contact Us at info@hailogroup.com.
Last Updated: April 2023