Nacho Eats Corp. (“Made by Nacho”) provides the Made by Nacho website (the “Platform”) and various related services (collectively, the “Services”) to you (“you” or “User”) subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Service” or “Agreement"). In addition, when using particular services or materials on the Platform, you shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Service. All such guidelines or rules are hereby incorporated by reference into these Terms of Service.
Made by Nacho expressly reserves the right to change these Terms of Service from time to time without notice to you. You acknowledge and agree that it is your responsibility to review this site and these Terms of Service from time to time and to familiarize yourself with any modifications. Your continued use of this site after such modifications will constitute acknowledgement of the modified Terms of Service and agreement to abide and be bound by the modified Terms of Service.
Our store is hosted by Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
You agree to provide accurate, current and complete information about you or any entity on whose behalf you will access the service at the time of registering an account in order to access the Made by Nacho Platform (the “User Account”). You are solely responsible for maintaining the confidentiality of your User Account and password, and you are responsible for all activities that occur under your User Account by you or any authorized user of your User Account.
Made by Nacho grants User a limited, revocable, non-exclusive, non-transferable right and license to use the Platform solely for your own personal or internal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. Except as expressly licensed herein, Made by Nacho retains all right, title and interest in (including but not limited to all confidentiality, copyright, trade secret, patent and other intellectual property rights) to the Platform, and any and all upgrades, enhancements, modifications or derivative works of the Platform.
User will not, and will not allow any end user or third party under its direction and control, to: (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, technology or algorithms of the Platform by any means whatsoever, or replicate the functionality of the Platform for any purpose; (ii) license, share, lend, host, or otherwise transfer in any manner the Platform to or for the benefit of any third party; or, (iii) disclose any performance information or analysis from any source relating to the Platform. User will not authorize or permit any unaffiliated third party, including but not limited to direct competitors to Made by Nacho, to use the Platform without Made by Nacho’s prior written consent, which may be withheld at its discretion. All rights not expressly granted by Made by Nacho hereunder are reserved by Made by Nacho. These restrictions shall survive the termination of this Agreement.
In order for Made by Nacho to provide Services, Made by Nacho may collect information about you (“User Data”). All User Data is the sole property of User and Made by Nacho has no ownership rights in any User Data. User Data includes, without limitation, all information provided by User to Made by Nacho and your use of Made by Nacho’s Platform. Made by Nacho shall adopt adequate archival procedures to store the User Data. In the event of any loss or corruption of User Data, Made by Nacho shall use commercially reasonable efforts to restore the lost or corrupted User Data from the latest backup of such User Data maintained by Made by Nacho in accordance with its archival procedures. Made by Nacho shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of User Data caused by any third party. MADE BY NACHO’S EFFORTS TO RESTORE LOST OR CORRUPTED USER DATA PURSUANT TO THIS SECTION SHALL CONSTITUTE MADE BY NACHO’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF USER DATA. Made by Nacho reserves the right to establish or modify its general practices and limits relating to storage of User Data.
You grant to Made by Nacho a limited, royalty-free license to use, reproduce and modify User Data solely as necessary for Made by Nacho to provide Services for you and to perform its other obligations to you. User’s license to Made by Nacho includes the right to collect User Data, either directly from User, third party services authorized by User, or through other means such as the use of redirects and pixels. Made by Nacho will not disclose User Data to any third party unless such disclosure is (i) approved by User, or (ii) is made by Made by Nacho in response to legal process, and provided that Made by Nacho has given User reasonable notice of, and a reasonable opportunity to contest, such legal process.
So that Made by Nacho may improve and promote its offerings, you grant Made by Nacho a perpetual, unlimited, royalty-free license to aggregate User Data with other data, (and/or segregate portions of the User Data) so that it is non-personally identifiable with respect to User (“Aggregated Anonymous Data”). User agrees that Made by Nacho may create Aggregated Anonymous Data, and may use, reproduce, distribute, execute, display and commercially use the Aggregated Anonymous Data at its discretion. Made by Nacho may disclose Aggregated Anonymous Data to third parties, publish it through its website, blog, or by other means, and may transfer or sublicense its rights with respect to Aggregated Anonymous Data. User shall have no interest in such Aggregated Anonymous Data or any use thereof by Made by Nacho. This license shall survive the termination of this Agreement.
To use the Services, you must have access to the Internet, either directly or through devices that access Web-based content. You must provide all equipment necessary to make (and maintain) such connection to the Internet. You are solely responsible for your equipment, connection, and all other networking and storage devices which you use to connect to the Services. You shall be solely responsible for all costs, fees, expenses, and taxes of any kind related to the foregoing. Made by Nacho shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services. You agree to provide Made by Nacho with your e-mail address, to promptly notify Made by Nacho of any changes to your e-mail address, and to accept e-mail or other electronic communications from Made by Nacho that are necessary to communicate with you about the Service. Made by Nacho may provide any and all notices, statements and other communications to you through e-mail, posting a notice in your User Account, or posting elsewhere on the Platform, and you expressly release and shall hold Made by Nacho harmless from any responsibility to communicate with you other than through e-mail or electronic means of the Made by Nacho’s choosing. You agree that as long as the Made by Nacho provides conspicuous notice in your User Account or elsewhere on the Platform, Made by Nacho shall have no liability for failure to notify you via e-mail, including for improper address, filtration, bounce-back, erroneous transmission or other e-mail or technical malfunction.
You are solely responsible for all activity occurring under your User Account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. You are solely responsible for maintaining the confidentiality of your User Account and password and for restricting access to your computer(s), and you are responsible for all activities that occur under your User Account by you or any authorized user of your User Account. You shall promptly notify Made by Nacho of any suspected or alleged violation of this Agreement including any unauthorized use of any password or User Account or any other known or suspected breach of security. You shall cooperate with Made by Nacho with respect to: (a) investigation by Made by Nacho of any suspected or alleged violation of this Agreement and (b) any action by Made by Nacho to enforce this Agreement. Made by Nacho may suspend or terminate any User Account in the event that Made by Nacho reasonably determines that such User Account has been involved in a violation of this Agreement. You remain liable for the losses incurred by Made by Nacho or others due to any unauthorized use of your User Account or any User Account created by you, including but not limited to any charges associated with any unauthorized use.
You grant Made by Nacho a non-exclusive, perpetual, royalty free fully paid up limited right to use your name, trademarks, service marks and logos in the production of marketing materials promoting Made by Nacho and the Services, provided that such use is in accordance with your trademark and intellectual property use guidelines.
If, at our request, you send certain specific submissions (for example, product reviews) or without a request from us you send suggestions, proposals or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that Made by Nacho may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium an Comments that you forward to Made by Nacho. Made by Nacho shall be under no obligation to maintain any Comments in confidence, to pay compensation for any Comments or respond to any Comments.
Made by Nacho may, but has no obligation to, in its sole discretion, monitor, edit or remove content that is unlawful, hateful, threatening, obscene, defamatory or offensive or otherwise objectionable or any content that violates any law, regulation or rights of any third party including, without limitation, intellectual property rights or rights of publicity or privacy
Made by Nacho’s Service may provide links to third party sites or resources. Made by Nacho has no control over such third party sites or resources and you acknowledge and agree that Made by Nacho is not responsible for the availability of such external resources and does not endorse and is not liable for any content, advertising, products or other materials available from or on such sites or resources. Any transactions or activity between you and any third party site or resource is solely between you and the applicable third party, and any terms, conditions, warranties or representations associated with such activity shall be between you and them. You recognize that certain third party providers of ancillary services may require your agreement to additional or different license or other terms prior to your use or access of their sites or services. Any such agreement shall not in any way modify your Agreement here with Made by Nacho. If you are referred to a third party site as an affiliate of Made by Nacho, then you agree to permit such third party site to share details of your transactions with them with Made by Nacho.
User represents and warrants that (i) any content or information provided by User will not contain any information or materials that is unlawful, hateful, threatening, obscene, defamatory or offensive, and (ii) any content or information provided by User will not violate any law, regulation or rights of any third party including, without limitation, intellectual property rights or rights of publicity or privacy.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE ACCURACY OF ANY ADVICE, GUIDANCE OR VALUATION OF USER’S BUSINESS. MADE BY NACHO DOES NOT WARRANT THE RESULTS OF THE SERVICES, THAT THE SERVICES WILL MEET USER’S BUSINESS GOALS OR OTHER REQUIREMENTS OR EXPECTATIONS (OR, IF ACHIEVED, THAT SUCH RESULTS WILL BE SUSTAINABLE), THAT THE PROVISION OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, OR THAT ANY ERROR IN THE SERVICES WILL BE CORRECTED. USER ACKNOWLEDGES THAT THE SERVICES MAY BE INACCESSIBLE, UNAVAILABLE OR INOPERABLE FROM TIME TO TIME.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, MADE BY NACHO SHALL NOT BE LIABLE TO USER, OR ANY THIRD PARTY, FOR (I) ANY PUNITIVE DAMAGES OR INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE, COSTS OR EXPENSE OF ANY KIND WHATSOEVER AND HOWSOEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE OR OTHERWISE, INCLUDING, (WITHOUT LIMITATION) LOSS OF PRODUCTION OR BUSINESS, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF OPERATION TIME AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THEIR POSSIBILITY, OR (II) THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES, TECHNOLOGY OR RIGHTS. MADE BY NACHO SHALL NOT BE LIABLE TO ANY PARTY FOR ANY AMOUNT IN EXCESS OF THE AMOUNT IN AGGREGATE PAID TO MADE BY NACHO BY USER HEREUNDER DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
You agree to indemnify, defend and hold Made by Nacho, and its respective officers, directors, shareholders, affiliates, employees, agents, representatives and attorneys harmless from any liability, loss, claim and expenses (including reasonable attorneys’ fees) related to your violation of this Agreement or use of the Services.
This Agreement contains the entire understanding and agreement of the parties, incorporating herein all previous negotiations and agreements, superseding all prior or contemporaneous proposals, communications and understandings, whether written and oral.
The failure of Made by Nacho to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Made by Nacho must be in writing and signed by an authorized representative of Made by Nacho.
Neither party may assign this Agreement to a third party without the prior express written consent of the other party, which consent shall not be unreasonably delayed or withheld; provided however, Made by Nacho may assign this Agreement to (i) an affiliate of such party, or (ii) any acquirer of all or of substantially all of such party’s equity securities, assets or business related to the subject matter of this Agreement.
If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under the Agreement.
Nothing in the Agreement, or in the business or dealings between the parties, shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractors.
This Agreement shall be governed by the laws of the State of California without respect to choice of law rules, and the parties hereby consent to exclusive jurisdiction and venue in the state and federal courts in New York County, New York. The prevailing party in any dispute shall be responsible for the other’s party’s reasonable attorney’s fees.
In addition to any provisions specified herein, the complete sections entitled “Marketing,” “Representations and Warranties,” “Limitation of Liability,” and “Indemnification” and the sub-section entitled “User Responsibility” shall survive the termination of this Agreement.
Made by Nacho may terminate this Agreement at any time, with or without notice, for any reason. Upon expiration or termination of this Agreement, Made by Nacho shall have no obligation to deliver any copy of the User Data to you and may delete such User Data at any time.
If you have any questions regarding these Terms of Service, please contact us at [insert email address].
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