Terms And Conditions

The following Terms of Use (this "Agreement") constitutes a legal agreement between the restaurant indicated in the account registration process (the "Merchant/You/Your") and Navigator Technologies, LLC. and its subsidiaries (the "Gofose/Us/We"). By accessing or using the Services, you are accepting this Agreement and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement. If you do not agree with or comply with all the provisions of this Agreement, do not access and/or use the Services. You may not access or use the Services or accept this Agreement if you are not atleast 18 years old.

We respect the privacy of our users. Please refer to Gofose’s privacy-policy which explains how we collect, use and disclose information that pertains to your privacy. When you access or use the Service, you signify your agreement to this Privacy Policy.

Gofose may, without notifying its users, revise and update these Terms of Use and Privacy Policy from time to time. Accordingly, we encourage our users to regularly check this Agreement and Privacy Policy for changes.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Merchant and Gofose (collectively, the "Parties" and each, a "Party") hereby agree as follows:

1. DEFINITIONS


"Affiliated Third-Party" means any person (including companies, legal entities, agency delivery partners, payment gateways) who is although not a party to this Agreement, but their ancillary services may be availed by the Merchants for fulfillment of Orders, on a principal to principal, non-exclusive basis. For the sake of illustration, Authorized Third-Parties may include (but is not limited to) payment gateways, delivery partners, GPS service providers and third party vendors.
"Customer" means the User who places an order for Merchant Products through the Platform.
"Data" shall mean any information that Gofose provides or makes accessible to Merchant through the Platform, including without limitation Personal Information.
"Merchant Portal" is an online platform, accessible at Link (and that may be made accessible via other applications), through which Merchant reviews and confirms its transactions, fees, charges, and account on the Platform.
"Merchant Products" includes all products offered for take-out or delivery by the Merchant Stores.
"Merchant Store" means the Merchant store locations that participate in the Services and includes:
Merchant Stores owned and operated by the Merchant or its affiliates, and/or
Merchant Stores owned and operated by franchisees of Merchant or its affiliates.
"Merchant" means the restaurant or any other entity that has agreed to avail the Services pursuant to the terms and conditions of this Agreement, and shall include its affiliates, employees and staff.
"Order" means the Merchant Products purchased by a Customer via the Platform.
"Personal Information" shall mean any information exchanged under this Agreement that
Identifies or can be used to identify an individual (including without limitation, names, telephone numbers, addresses, signatures, email addresses, or other unique identifiers) or
That can reasonably be used to authenticate an individual (including without limitation, name, contact information, precise location information, access credentials, persistent identifiers and any information that may be considered ‘personal data’ or ‘personal information’ under applicable law).
"Platform" means Gofose’s proprietary online communication portal where Customers can view and search for the menus of Merchants and/or place an order for Merchant Products via Gofose’s website or Restaurants domains or mobile application to make reservations, or for delivery to the Customer or for pickup by the Customer.
"Services" means the online services offered to the Merchant through the Platform and Merchant Portal, more particularly enumerated in clause 2 herein.
"User Content" means any and all information and content that a User submits to, uploads or posts on:
The Merchant Portal
Platform
On social networking sites more particularly set out in clause
Of this Agreement.
"User" refers to all individuals and persons who access or use the Services, including, without limitation, any organization that registers accounts or otherwise access or use the Services through their respective representatives.


2. ABOUT Gofose

We are a platform, provide web and mobile application based online ordering technology to Merchants where the Customers can order food from any Merchant Store and the Merchant, through the Merchant Portal, can confirm the Orders and avail the Services provided by Gofose pursuant to the terms of this Agreement.


3. RESPONSIBILITIES AND PROHIBITED USE OF SERVICE

Merchant is responsible to:
Provide Gofose with the Merchant’s in-store or take-out menu, including the price of each item on such Menu
Monitor their menu and store information on the Platform, promptly make updates to reflect the most up-to-date products, pricing, and other information, or immediately notify Gofose of any errors or changes in writing.
Confirm all Orders placed by the Customer from Gofose.
Prepare the Merchant Products pertaining to each Order for pickup by the Customer or Authorized Third Party at the designated time.
Process Orders in the chronological order in which they are received.
Notify Gofose of its days and hours of operation, and remain open for business on Gofose the same days and hours of operation as Merchant’s in-store business;
Notify all Merchant store staff members of the relationship with Gofose immediately upon execution of this Agreement.
On an ongoing basis, review and confirm the transactions, fees, and charges on Orders via the Platform, and promptly communicate to Gofose any inaccuracies, and
If Gofose collects and passes tips from Customers to Merchant, Merchant will distribute such tips in accordance with applicable law, including but not limited to tip pooling laws. (Not applicable for Delivery service by Gofose delivery service partners only).
Gofose collects and passes tips from Customers to Delivery Service partners (DSP`s), applicable for Delivery service only.

As a material term of this Agreement, you expressly agree that you shall NOT do any of the following:

Merchant will not (and will not permit any third party to) make any use or disclosure of the Platform, the Merchant Portal, or the Data that is not expressly permitted under this Agreement.
Merchant will not (and will not permit any third party to): (i) reverse engineer, d-compile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform or the Merchant Portal; (ii) modify, adapt, translate, or reproduce the Platform or the Merchant Portal; (iii) resell, distribute, or sub-license the Platform or the Merchant Portal; make the Platform or the Merchant Portal available on a "service bureau" basis, or otherwise allow any third party to use or access the Platform or the Merchant Portal
The Merchant will not remove or modify any proprietary marking or restrictive legends placed on the Platform or the Merchant Portal.
Merchant will not use the Platform, the Merchant Portal, or the Data in violation of any applicable law or regulation or for any purpose not specifically permitted in this Agreement; or
Merchant shall not introduce into the Platform or the Merchant Portal any software, virus, worm, "back door," Trojan Horse, or similarly harmful code.

Gofose is responsible to
Display Merchant’s logo; a listing of the Merchant Stores; and a Menu of Merchant Products on the Platform.
Accept Orders from Customers.
Forward each Order to the relevant Merchant Store.

4. RIGHTS & LICENSES

License to use Services. We grant you a non-transferable, non-exclusive, non-licensable, revocable right to access and use the Platform and Merchant Portal for your personal use only.
Certain Restrictions. The rights granted to you in this Agreement are subject to the restrictions mentioned in Clause 3 of this Agreement.
Ownership of the Services.Excluding your User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services, including the Platform and Merchant Portal, are owned by us or our licensors. The provision of the Services does not transfer to you or any third party any rights, title, or interest in or to the intellectual property rights. We reserve all rights not granted in this Agreement.
User Content.You will own your User Content, with the understanding and agreement that we may use and reproduce the User Content you make available on our social networking sites and on the Platform and/or Merchant Portal. You are solely responsible for the User Content that you post, upload, link to, or otherwise make available. We reserve the right to remove or censor any User Content at our discretion.
License.You grant, represent and warrant that you have the right to grant, to us an irrevocable, non-exclusive, royalty-free and fully-paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content on the Platform and Merchant Portal. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution concerning your User Content.
Indemnity.You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your User Content, (c) your violation of this Agreement; or (d) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

5. ACCOUNTS

Account Creation.To use certain features of the Services, you must register for an account with us the ("Account") and provide information about yourself as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions provided in your Account settings. We may suspend or terminate your Account pursuant to the terms of this Agreement.
Account Responsibilities.You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We will not be liable (and you may be liable) for losses, damages, liability, expenses, and fees incurred by us or a third party arising from someone else using your account, regardless of whether you have notified us of such unauthorized use.
If you provide any information that is untrue, inaccurate, not current, or incomplete, or Gofose has reasonable grounds to suspect that such information is untrue, inaccurate, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

6. LINKS TO OTHER SITES AND/OR SERVICES

Third Party Sites, Ads, and Ad Networks. As part of the Service, we may provide you with links to Affiliated Third-Party websites. Gofose does not endorse the information contained on those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. The content in any linked website is not under our control, and if you choose to access any such website, you do so entirely at your own risk.
Release.You release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injury, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Service users or Third Party sites and advertisements.

7. FEES & PAYMENT TERMS

Fees & Taxes In consideration for the rights and Services provided by us to the Merchant pursuant to this Agreement, the Merchant shall pay Gofose its applicable/agreed fee (the "Subscription Fee" and/or "Transactional Fee") according to the services/subscription/package selected by Merchant, and any of its applicable set-up fees ("Set-Up Fees"). Additionally, if the Merchant purchases/subscribes to any additional services through the functionality of the Platform, it shall pay Gofose’s the applicable add-on fees (the "Add-On Fees", collectively with the Subscription Fees and the Set-Up Fees, hereinafter referred to as the "Fees"). Gofose may modify the Fees at any time on written notice to the Merchant (including via the Merchant’s account in its Gofose dashboard), and any such modification shall go into effect within thirty (30) days after the receipt of such notice. Merchant shall be responsible for all taxes, duties, and other governmental charges on the sale of Merchant Products and for remitting such taxes, duties, and other governmental charges to the appropriate authorities (collectively the "Taxes"). In the event that the Merchant raises the price for a menu item, Gofose shall not be required to remit the higher price to the Merchant until 3 business days after the Merchant first provides notice to Gofose of such pricing change.
Account Responsibilities. Apart from the Fees defined in clause 7(a), the Merchant will pay Gofose a commission fee per Order as mutually agreed. Merchant shall be responsible for all taxes, duties, and other governmental charges on the sale of Merchant Products and for remitting such taxes, duties, and other governmental charges to the appropriate authorities. As agreed by the Parties, payment of all Fees shall be as follows: (i) The Merchant shall pay the Fees by credit card or ACH at the time of Order, or (ii) Gofose shall invoice the Merchant monthly and the Merchant shall pay the invoice within seven (7) days of receipt of such invoice. If any Fees is not paid in full by the due date, Gofose may assess interest on the unpaid amount for the period beginning on the payment due date and ending on the date that the amount is paid in full. The amount of interest to be paid shall not exceed the maximum rate under applicable law. To the extent that a Third Party provides services to Merchant via the Platform and charges fees to Gofose, Gofose shall invoice such Third Party’s fees to Merchant.
Payment to Gofose.Merchant agrees, on an ongoing basis, to review and confirm its transactions, fees, and charges on Orders and invoices and via the Merchant Portal, and to promptly communicate to Gofose in writing any claimed inaccuracies, so that Gofose has the prompt opportunity to address and resolve any issues, which Gofose and the Merchant agree is in the best interests of both parties and their commercial relationship. The Merchant agrees to communicate to Gofose any disagreement, non-conformity, or any issue with any transaction, fee, charge or Order, including in connection with fraudulent transactions or payments, within 14 days of the transaction, fee or Order. The Merchant shall be deemed to have acquiesced in and ratified, and to have waived any claim or objection regarding, each transaction, fee, charge and Order if the Merchant does not communicate a written claim or objection to Gofose regarding such transaction, fee, charge or Order within such 14-day period.
Merchant agreesGofose, as an online ordering platform system can accept payments from multiple payments processing Affiliated Third-Party platforms including, without limitation, Stripe, Clover, Square, or PayPal, Inc. or any other Third Party to collect credit card payments in connection with the Orders. By agreeing to the terms of this Agreement, the Merchant agrees to be bound by the terms of use and other policies of relevant individual Affiliated Third-Party platforms, which may be modified from time to time. The link to the terms of use and other policies of the Affiliated Third Parties can be found at the end of this document. As a condition of Gofose enabling payment processing through the Affiliated Third-Party platform, the Merchant agrees to provide Gofose accurate and complete information about the Merchant’s representative and its business, and the Merchant authorizes Gofose to share it and transaction information related to the Merchant’s use of the payment processing services provided by the Third Party. Upon account creation with the relevant Third Party platform, the Merchant shall be solely responsible for the accuracy and integrity of the information associated with their Affiliated Third-Party platform account(s). The Merchant is responsible to check and ensure that the payment against the Order is received before rendering such Merchant Product and Gofose will not be responsible for making additional payments to the Merchants due to missing or inaccurate information.
Payment Processing of Orders.For services which are included below the client will be charged an additional fee which will be respective to the service. The proces are available on the dashboard / the client can contact the merchant to get the price sheet. The Following are the Additional services :
Email credit @ 5 paise
SMS credit
Payment Gateway Fees: as per actuals
Delivery Fees: As per Annexure B
CRM includes Customer Tagging, Loyalty, Feedback Management System, Delivery Radius Management, Auto Campaigns, and Referrals.

8. PAYMENTS TO MERCHANTS & REFUNDS

You hereby authorize Gofose to process all Orders. In connection with any Orders, Gofose is scheduled to receive payments from the applicable Affiliated Third-Party platforms on a weekly basis. Within two (2) business days of receiving payment from a Affiliated Third-Party platform for Orders, the following sum shall be deposited into the bank account You direct payment: the amounts for all such Orders for which You have not yet been paid, less (i) any allowances actually made or taken for refunds; (ii) any third-party delivery charges; and (iii) ten percent (10%) of such Orders. To the extent refunds cannot be automatically deducted from the sums otherwise due to you hereunder, you hereby authorize Gofose to automatically issue an ACH transaction and deduct from your designated bank account the amount of such refunds on a weekly basis.
THE MERCHANT EXPRESSLY ACKNOWLEDGES, AGREES, AND UNDERSTANDS THAT Gofose IS NOT AND SHALL NOT BE LIABLE FOR ANY SUMS THAT THE THIRD PARTY FAILS TO REMIT TO THE MERCHANT IN CONNECTION WITH THE ORDERS, AND MERCHANT’S SOLE RECOURSE SHALL BE DIRECTLY AGAINST THE RELEVANT THIRD PARTY, AS APPLICABLE. THE MERCHANT HEREBY FULLY, FINALLY, AND FOREVER RELEASES Gofose FROM ANY AND ALL CLAIMS ARISING OUT OF THIRD PARTY’S FAILURE TO REMIT PAYMENT IN CONNECTION WITH THE ORDERS.

9. TERM & TERMINATION

Subject to this clause, this Agreement will remain in full force and effect while you use the Services (the "Term").
Either Party may terminate this Agreement: (i) for a material breach by the other Party where such breach is not cured within five (5) days of written notice of such breach; and (ii) any time, for any or no reason, upon ten(10) days prior notice to the other Party (without penalty or liability). Gofose may suspend access to the Platform or remove some or all User Content at Gofose’s sole discretion, if Gofose reasonably believes that the Merchant, Merchant’s patrons, or any third part is engaged in: (i) any activity that may harm Gofose, its systems, or any Affiliated Third-Party systems; or (ii) fraudulent or illegal activity or any other activity that could result in legal liability to Gofose or any third party. Any such suspension may continue until the activity causing the suspension has been cured and Gofose has received satisfactory assurances that it will not recur.
Upon termination of this Agreement, Gofose shall charge the Merchant’s credit card, bank account, or other approved facility for any outstanding Fees and Taxes pursuant to Clause 7 and any other amounts due under this Agreement; all rights and licenses granted pursuant to this Agreement will immediately cease, and the Merchant will immediately cease all access to and use of the Platform and Merchant Portal.
Upon termination of this Agreement, all of the provisions will terminate except those that by their nature should survive, including confidentiality provisions and intellectual property rights.

10. CONFIDENTIAL INFORMATION.

The term "Confidential Information" shall mean any confidential or proprietary business, technical or financial information or materials of a party ("Disclosing Party") provided to the other party ("Receiving Party") in connection with this Agreement, whether orally or in physical form, and shall include the terms of this Agreement. Without limiting the foregoing, the Data is the Confidential Information of Gofose.
Confidential Information does not include information that: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed to the Receiving Party in connection with this Agreement; (ii) was or becomes public domain other than by the fault of the Receiving Party; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not at the time under any obligation to maintain its confidentiality; or (iv) the Receiving Party can demonstrate by documentary records was independently developed by the Receiving Party without access to, use of or reference to any Confidential Information.
The Receiving Party shall: (i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations in accordance with this Agreement; (ii) except subject to its compliance with Section 9(d), not disclose or permit access to Confidential Information other than to its employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors and legal advisors ("Representatives") who need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement, and prior to any such disclosure are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; and (iii) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most/similarly sensitive information and in no event less than a reasonable degree of care.
If the Receiving Party is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party shall promptly notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 9(c) and provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole expense, in opposing or seeking protective limitations on disclosure.

11. REPRESENTATIONS AND WARRANTIES; ADDITIONAL RESPONSIBILITIES; WARRANTY DISCLAIMER.

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement without breaching any obligation to any third party.
Each party represents and warrants that it will comply with all applicable laws and regulations in its performance of this Agreement, including without limitation (i) all applicable data protection and privacy laws, and (ii) all applicable laws related to third party intellectual property and other proprietary rights.
The Merchant further represents, warrants and agrees that (i) it will comply with all applicable laws, rules, standards and regulations relating to licenses, health, food packaging and accessory items (including but not limited to foodware, plasticware, and other disposable restaurant supplies), and food safety and sanitation, (ii) it has informed Gofose of any required consumer-facing warnings, charges, opt-in requirements, and instructions associated with Merchant Product(s) and it will inform Gofose of any such warnings, charges, opt-ins, and instructions that become required in the future, (iii) it will disclose common allergens in any of the Merchant’s menu items listed on the Platform, (iv) it will only list menu items or products for sale, product descriptions, and prices on the Platform, (v) it will not include any age-restricted products (including but not limited to alcohol and tobacco) in the Merchant’s menus on the Platform or request delivery of any age-restricted products through the Platform without first entering into a separate agreement with Gofose memorializing the promotion, sale and delivery of such products in compliance with the laws of the applicable state in which such products will be sold, (vi) it will not disclose any information related to any Third Party or a Customer to a third party (except as required to comply with law or pursuant to a court order), (vii) it will comply with the guidelines Gofose publishes that govern any content the Merchant posts on the Platform or Merchant Portal, and (viii) it will comply with its obligations under Clause 3(a) of thisAgreement.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, Gofose HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE PLATFORM, OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, SATISFACTORY QUALITY OR RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The Merchant acknowledges that the operation of the Platform may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Gofose shall not be responsible to Merchant or others for any such interruptions, errors, or problems or an outright discontinuance of the Platform nor for any guarantee of results with respect to the Services or Platform. Both Parties acknowledge that neither party has any expectation or has received any assurances for future business or that any investment by a party will be recovered or recouped or that such party will obtain any anticipated amount of profits by virtue of this Agreement.

12. INDEMNIFICATION.

Each party (the "Indemnifying Party") will defend, indemnify, and hold harmless the other party, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, and agents (the "Indemnified Party") from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively "Losses") with respect to any third-party claims arising out of or related to: (i) any bodily injury (including death) or damage to tangible or real property to the extent caused by the Indemnifying Party’s personnel and, in the case of Gofose, the Third Party (or, in the case of Merchant as the Indemnifying Party, caused by the Merchant Products); (ii) any claims that the Indemnifying Party breached its representations, warranties or covenants set forth in Clause 10 & Clause 11 of this Agreement; (iii) the violation of the intellectual property of the third party by the Indemnifying Party’s logos, trademarks, trade names, menus, documentation, or other intellectual property (collectively, "Materials"); or (iv) in the case of Merchant as the Indemnifying Party, Merchant’s failure to distribute tips as required by applicable law. In addition, Merchant will defend, indemnify and hold harmless Gofose from any and all Losses related to any violation or alleged violation of any applicable retail food or other health and safety code, rule, or regulation related to Merchant Product(s), except to the extent such Losses were caused directly by the gross negligence or willful misconduct of Gofose. In each case, the Indemnified Party shall provide the Indemnifying Party with (a) prompt notice of any claims such that the Indemnifying Party is not prejudiced by any delay of such notification, (b) the option to assume sole control over defense and settlement of any claim, and (c) reasonable assistance in connection with such defense and settlement (at the Indemnifying Party’s expense). The Indemnified Party may participate in the defense or settlement of such a claim with counsel of its own choice and at its own expense; however, the Indemnifying Party shall not enter into any settlement agreement that imposes any obligation on the Indemnified Party without the Indemnified Party’s express prior written consent. Gofose assumes no liability, and shall have no liability, for any infringement claim pursuant to Clause 11 above based on the Merchant’s access to and/or use of the Platform following notice of such an infringement claim; any unauthorized modification of the Platform by the Merchant; or the Merchant’s combination of the Platform with third-party programs, services, data, hardware, or other materials which otherwise would not result in such infringement claim.


13. Data Privacy & Security

The Merchant agrees not to access, collect, store, retain, transfer, use, disclose, or otherwise process in any manner Gofose Data, including without limitation Personal Information, except as required to perform under this Agreement. The Merchant shall keep the Data secure from unauthorized access and maintain the accuracy and integrity of the Data in the Merchant’s custody or control by using appropriate organizational, physical and technical safeguards. If the Merchant becomes aware of any unauthorized access to the Data, the Merchant will immediately notify Gofose, consult and cooperate with investigations and potentially required notices, and provide any information reasonably requested by Gofose. The Merchant agrees to implement and use security procedures, protocols or access credentials as reasonably requested by us and will be responsible for damages resulting from the Merchant’s failure to comply. The Merchant will not allow any third party to use the Platform and will be responsible for damages resulting from sharing the Merchant’s login credentials with unauthorized third parties or otherwise permitting unauthorized access to the Merchant’s Account. The Merchants may not allow any third party to copy, modify, rent, lease, sell, distribute, reverse engineer, or otherwise attempt to gain access to the source code of the Platform; damage, destroy or impede the services provided through the Platform; transmit injurious code; or bypass or breach any security protection on the Platform.


14. LIMITATION OF LIABILITY.

EXCEPT WITH RESPECT TO DAMAGES ARISING FROM VIOLATIONS OF LAW OR WILLFUL MISCONDUCT, UNPAID AMOUNTS OWED TO Gofose BY MERCHANT IN EXCESS OF THE BELOW LIMIT, AND AMOUNTS PAYABLE TO THIRD PARTIES UNDER CLAUSE 12 (INDEMNIFICATION), TO THE EXTENT PERMITTED BY APPLICABLE LAW, (I) NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT, FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, HARM TO GOODWILL, OR THE COSTS FOR PROCURING REPLACEMENT SERVICES, WHETHER BASED ON TORT, CONTRACT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) EACH PARTY’S MAXIMUM AGGREGATE LIABILITIES RELATED TO OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY ONE PARTY TO THE OTHER PARTY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.


15. PUBLICITY

During the Term, Gofose shall have the right, but not the obligation, to publicly announce in any and all media, including on the Platform and through social media, that you are a client of Gofose and a user of the Platform. In addition, upon the reasonable request of Gofose, the Parties shall jointly issue at least one (1) press release (or more, if mutually agreed by the Parties) announcing their relationship. The specific timing and content of each such press release shall be mutually determined by the Parties. In conjunction with the initial press release, you, if requested by Gofose, shall make one (1) or more representatives available for a strategic press interview.

16. GOVERNING LAW & JURISDICTION

THIS AGREEMENT, THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS OR CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. AT THE SOLE OPTION OF THE SERVICE PROVIDER, ALL DISPUTES, CONTROVERSIES OR CLAIMS RELATING TO, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED EITHER: (i) BY ARBITRATION UNDER THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION AND JUDGMENT MAY BE ENTERED ON THE BASIS OF THE AWARD; OR (ii) IF THE PARTIES TO THIS AGREEMENT DOES NOT OPT FOR ARBITRATION, THEN SUCH DISPUTE SHALL BE DECIDED IN THE SUPERIOR COURT OF DELAWARE, AND THE EXCLUSIVE VENUE OF ANY SUCH ACTION SHALL BE PLACED IN THE STATE OR FEDERAL DISTRICT COURTS OF DELAWARE. THE PARTIES HEREBY WAIVE ANY OBJECTION THEY MAY HAVE IN ANY SUCH ACTION BASED ON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR INCONVENIENT FORUM.


17. GENERAL

Copyright/Trademark Information.Gofose reserves and states that all the intellectual property of Gofose like, without limitation, trademarks, logos and service marks ("Marks") displayed on the Platform are our property or the property of other third parties. The Merchant is not permitted to use these Marks without our prior written consent or the consent of such a third party which may own the said marks.
No Joint Venture or Partnership.No joint venture, partnership, employment, or agency relationship exists between you, Gofose or any third-party provider as a result of this Agreement or use of the Platform orServices.
Choice of Law.This Agreement is governed by the laws of the State of Delaware consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of anyother jurisdiction.
Severability.Except as otherwise provided in this Agreement, if any provision of this Agreement is found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
Notice.Where Gofose requires that you provide an e-mail address, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to Gofose is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Gofose’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to us through the following webform/email address: (link/email). Such notice shall be deemed given on the next business day after such e-mail is received by Gofose.
Electronic Communications. For contractual purposes, you (a)consent to receive communications from Gofose in an electronic form; and (b)agree that all terms and conditions, agreements, notices, disclosures, and other communications that Gofose provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. You agree to keep your contact information, including email address, current. This subparagraph does not affect your statutory rights.
Entire Agreement.This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

18. CONTACT INFORMATION

Gofose welcomes your questions or comments regarding the Terms:

Gofose

GO Easy E-Services Private Limited,

Address: Srinivasa nagar bank colony, Vijayawada - 520006

Email ID: [email protected]

Last Updated: This Terms of Use was last updated on July 02, 2024.