These terms of use (the "Terms") apply to your use of the Ordr.in online food ordering system (the "System"); any and all data, text, software, and other materials on the System (the "Content"), including without limitation any application programming interface offered through the System (each, an "API"); and any and all services offered through this System (the "Services"). Reference to the System in these Terms shall unless the context otherwise requires be deemed to include reference to its Content and any Services.

As used in these Terms, "Affiliate" means any entity that controls, is controlled by or is under common control with Ordr.in.

1. Acceptance of Terms. In order to use the Ordr.in API you must accept these Terms and Conditions. You can accept the Terms by clicking to accept or agree to the Terms, where this option is made available to you by Ordr.in in the user interface for the Service; or using the Ordr.in API(s). In this case, you understand and agree that Ordr.in will treat your use of the API as acceptance of the Terms from that point onwards

2. Amendment of Terms. Ordr.in reserves the right at any time in its sole discretion without liability to you or any third party to modify, suspend or terminate your access or the access of all users to the System or any of its Content or Services. Ordr.in may amend these Terms at any time with thirty (30) days prior written notice.

3. Term and Termination. This agreement will commence upon execution. Either party may terminate this agreement at any time upon notice.

4. Revenue Share. Ordr.in shall pay Partner 30% of commission earned on orders generated by Partner.

5. Payment Schedule. Payment to Partner by Ordr.in of undisputed amounts will be made monthly within fifteen (15) days after the last day of the month. Ordr.in will provide a statement of charges that will set forth the number, date and value of each transaction for which payment is made.

6. Registration Data. In consideration of your use of the System, Content, or Services, except as set forth in these Terms you agree to evaluate and bear all risks associated with your use of any Content or Services, including any reliance on the accuracy, completeness, or usefulness of the Content and the risks of unauthorized access. You have sole responsibility for adequate protection and backup of data and/or equipment used by you in connection with the System.

7. Your Obligations and Conduct; Use of Services. You agree you will not use the System, Content, or Services, or any portion thereof, to:

1. transmit spam or upload, post or otherwise transmit Content that is inaccurate, harmful, obscene, defamatory, racist or is otherwise offensive to others;

2. pretend to be Ordr.in, any of its Affiliates, or someone else, or otherwise misrepresent your identity or affiliation;

3. engage in activities that would violate any fiduciary relationship, any applicable local, state, national, or international law, or any regulations having the force of law;

4. provide, procure or permit third party access to the System unless expressly so authorized by Ordr.in.;

5. violates or infringes anyone's intellectual property rights;

6. transmits 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;

7. is injurious to the interests of Ordr.in, any of its Affiliates, or other users of the System.

8. You expressly agree that Ordr.in and its Affiliates have no responsibility or control over the Content that you upload, post or otherwise transmit via the System or modifications you may make to the Content (collectively, "User Content") and you acknowledge that Ordr.in and its Affiliates do not review the User Content before you upload, modify, post or otherwise transmit such User Content. Ordr.in and its Affiliates make no representation that your use of the System will comply with applicable laws or that they were designed to comply with applicable laws. Additionally, Ordr.in and its Affiliates do not represent, warrant or guarantee the truthfulness, accuracy, quality or reliability of any of the Content posted, displayed, linked to or otherwise transmitted via the System. You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of the Content. Except where expressly stated to the contrary, Ordr.in possesses the immediate right, but not the obligation, to edit or remove any Content from the System at any time and/or terminate your ability to access the System without notice, at its sole discretion.

9. Property Rights. The System, including without limitation all Content and all intellectual property rights in and to the same, is owned by or licensed to Ordr.in, its Affiliates, or our third-party content providers. Except as expressly authorized by Ordr.in or by a third party originator of Content, you agree not to reproduce, modify, sell, distribute, download, transmit, or create derivative works of the Content, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Ordr.in or its Affiliates disclose to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership. Subject to the following paragraph, you acknowledge and agree that no right, title or interest in any Content is transferred to you as a result of your use of such Content, the System, or any Services.

Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights of Ordr.in or its Affiliates, whether by estoppel, implication, or otherwise. You may not do or allow anyone else to do anything with the Content not specifically permitted under the Terms.

10. Data Use and Privacy. Ordr.in will enable transfer of data from Content providers to Partner and from Partner to Content providers. Ordr.in agrees to keep private and strictly confidential all business-specific data, such as the number and value of orders and all personally identifiable Partner customer information. Ordr.in may share information with third parties only in the following circumstances:

1. Facilitation of Orders. When it is required to facilitate a service you request, such as a customer food order.

2. System Management. From time to time Ordr.in and vendors hired by Ordr.in may use data generated by Partner or by Affiliates working with Partner for system optimization, training, and other operational purposes. Any vendor will agree to maintain privacy of the data.

3. Non-source Identifiable. We may share with third parties certain pieces of aggregated, non-business specific, non-personal information, such as the number of users who ordered a particular menu item and the value of specific or aggregated orders. Such information does not identify your business or your customers individually.

11. Notice Procedure Relating to Copyright Infringement. Ordr.in respects the intellectual property rights of others and expects all System users and Ordr.in partners to respect the intellectual property rights of Ordr.in and third parties. Repeated infringement of intellectual property rights, or other violations of these terms, may result in the termination of accounts and/or denial of access to particular users. If you believe that Content within the System infringes a copyright or other intellectual property right, or if you believe the posting or publication is in violation of any other law or legal duty, then please provide notice to Ordr.in.

12. Indemnity. You hereby agree to indemnify and hold Ordr.in, and its Affiliates harmless from any losses, expenses, costs or damages (including our reasonable legal fees, expert fees and other reasonable costs of litigation) suffered or incurred by Ordr.in and its Affiliates and its and their shareholders, officers, directors, agents, licensors, suppliers, other partners, employees, and representatives: a) arising directly or indirectly from; b) incurred directly or indirectly as a result of; or c) in any manner related to any claim, demand, or action based upon, your User Content, your use of or connection to the System or Services, your violation of the Terms, or your violation of any rights of another (together, your "Use") or Use of the System and its Content by a third party where you have provided, permitted or procured such third party access. Ordr.in hereby indemnifies and holds harmless Partner from any actions, suits, proceedings, claims, demands, damages, arising out of or in connection with any claim alleging that the System infringes any valid U.S. patent or copyright of any third party.

13. Human Use Restriction. The System is published solely for direct access by human users. 'Spiders', 'crawlers', 'bots' and all other automated software or hardware devices designed to access and 'read' or otherwise analyze the System independently are prohibited and you agree not to access or use the System by such means unless to the extent expressly so authorized by the System’s administration personnel.

14. Disclaimer of Warranties. YOUR USE OF THE SYSTEM IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE SYSTEM, INCLUDING ALL SERVICES AND CONTENT (AS DEFINED IN SECTION 1) IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE EXTENT PERMITTED BY LAW, ORDR.IN AND ITS AFFILIATES DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ORDR.IN AND ITS AFFILIATES MAKE NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF THE SYSTEM.

ORDR.IN AND ITS AFFILIATES MAKE NO WARRANTY OR REPRESENTATION THAT: (a) THE SYSTEM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SYSTEM WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL OBTAINED FROM THE SYSTEM WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE SYSTEM WILL BE CORRECTED.

YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE SYSTEM, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

15. Limitation of Liability. TO THE FULL EXTENT PERMITTED BY LAW, ORDR.IN AND ITS AFFILIATES ARE NOT LIABLE FOR ANY DIRECT,INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE SYSTEM, EVEN IF ORDR.IN OR ANY OF ITS AFFILIATES HAVE PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE SYSTEM; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH, OR FROM THE SYSTEM; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SYSTEM, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY, OR DISTRIBUTE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE LIABILITY OF ORDR.IN AND ITS AFFILATES WITH RESPECT TO ANY DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SYSTEM, SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF PAYMENTS RECEIVED BY ORDR.IN FROM PARTNER IN THE PRECEEDING SIX MONTH PERIOD FROM THE DATE OF THE OCCURRENCE GIVING RISE TO SUCH DAMAGES.

TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. ORDR.IN AND ITS AFFILIATES DO NOT SEEK TO EXCLUDE OR RESTRICT ITS LIABILITY FOR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE.

IN THE EVENT YOU HAVE ANY DISPUTE WITH ONE OR MORE THIRD PARTIES AS A RESULT OF YOUR USE OF THE SYSTEM, CONTENT OR SERVICES, OR ARE IN ANY WAY DAMAGED AS A RESULT OF ANY THIRD PARTY IN CONNECTION THEREWITH, YOU HEREBY RELEASE AND COVENANT NOT TO SUE OR OTHERWISE MAKE A CLAIM, DEMAND OR FILE ANY LEGAL ACTION OR INSTITUTE ANY LEGAL OR REGULATORY PROCEEDINGS AGAINST ORDR.IN, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND SUPPLIERS FROM, FOR ANY CLAIMS, ACTIONS, DEMANDS OR DAMAGES (WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL), OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHETHER FORESEEABLE OR NOT, DISCLOSED OR UNDISCLOSED.

16. General Terms

1. Equitable Relief. You agree that any breach of the Terms will result in irreparable harm to Ordr.in or its Affiliates for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Ordr.in or its Affiliates will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Ordr.in or its Affiliates seek such an injunction.

2. No Agency. Nothing in these Terms shall be construed as creating a partnership, agency, joint venture or franchise relationship between Ordr.in or any of its Affiliates with you.

3. Waiver. Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.

17. Governing Law, Jurisdiction, and Venue. The Terms shall for all purposes be governed, interpreted, construed, and enforced solely and exclusively in accordance with the law of the State of New York, without regard to conflicts of law provisions thereof. You hereby submit to the exclusive jurisdiction and venue of the federal and state courts located in New York County, New York. You expressly consent to the exercise of personal jurisdiction by such courts and agree that you will not object to jurisdiction of or venue in such courts on the grounds of lack of personal jurisdiction, forum non conveniens, or otherwise.

18. No Third Party Beneficiary. You acknowledge and agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiary to this agreement.

19. Entire Agreement. The Terms constitute the entire agreement between you and Ordr.in relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and signed by an authorized Ordr.in representative. You may not assign, sublicense, delegate or otherwise transfer the Terms or any right granted hereunder.

Agreed and Accepted.