This Terms of Service document, INCLUDING THE BINDING ARBITRATION PROVISION CONTAINED IN SECTION 10 (the "TOS"), is an agreement between you and Virtyx Technologies, Inc. ("Virtyx" "we" or "us"), the company that owns the PlateZero Website https://platezero.com) and PlateZero Recipe and Food Management Technology. It is applicable to any "User" who initially sets up the PlateZero Service. Please read this document carefully, as it describes both your rights and your obligations as part of using the Service. Virtyx Technologies only provides its PlateZero Service (as defined below) to you subject to this TOS. By accepting this TOS or by accessing or using the Service, you agree to be bound by this TOS.
If you are entering into this TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS. If you do not have such authority, or if you do not agree with this TOS, you may not use the PlateZero Service. You acknowledge that this TOS is a contract between you and PlateZero, even though it is electronic and is not physically signed by you and PlateZero.
As our PlateZero business evolves, Virtyx Technologies may change this TOS. If we make a material change to the TOS, we will provide you with reasonable notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of the TOS at any time by visiting this page. The revised terms and conditions will become effective on the date set forth in our notice, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to cancel your account and stop using the Services, which you may do through the process provided in the Service.
As part of the registration process, you will identify a user name (in the form of an email address) and password for your account. You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login or account, including the activities of Users.
Users are solely responsible and for ensuring that all uses of the Services comply with applicable federal, state and/or international privacy laws.
By accessing or using the PlateZero Services, you affirm that you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live). You represent that you are fully able and competent to enter into and comply with the terms and conditions in this TOS.
The Service is not directed to children under 13, so if you are under 13 years of age, you are not permitted to access or use the Services. If we become aware that you are using the Service even though you are under 13, we will deactivate your account.
Description of Service. The "Service(s)" means (a) catalogue, storage and sharing of information related to recipes, ingredients, shopping lists and meal planning on https://platezero.com (the "Site") and (b) all software (including the Software, as defined below) data, reports, text, images, and other content made available by or on behalf of PlateZero through any of the foregoing. The "Service" does not include Your Data (as defined below) or any software application or service that is provided by you or a third party, which you use in connection with the Service, Any modifications and new features added to the Service are also subject to this TOS. PlateZero reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you. All rights title and interest in and to the PlateZero Service and its components (including all intellectual property rights) will remain with and belong exclusively to Virtyx Technologies.
Access and Use of the Service.
You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by PlateZero in its sole discretion). See Section 6 for specific provisions outlining prohibited uses of the Service. Users shall be responsible for all actions and shall comply with any codes of conduct, policies, storage limitations, compute limitations or other notices PlateZero provides you or publishes in connection with the Service from time to time, but if any of those policies materially change the TOS, we will provide you with reasonable notice as provided in Section 1.3 above. You shall promptly notify PlateZero if you learn of a security breach related to the Service.
Any software or plugins that may be made available by or on behalf of PlateZero in connection with the Service, contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, PlateZero only grants you a personal, non-sub licensable and non-exclusive license to use the object code of any Software solely in connection with the Service. Any rights not expressly granted herein are reserved.
PlateZero reserves the right to use your name as a reference for marketing or promotional purposes on the Site and in other communication with existing or potential PlateZero users. For example, we might list what you do on one of our webpages under lists of PlateZero customers. If you do not want to be listed, please send an email to email@example.com stating that you do not wish to be used as a reference.
Your Data Rights and Related Responsibilities.
"Your Data" means any data and content collected as a result of using the PlateZero service. Your data includes data you stream, upload, post, transmit or otherwise made available via the Services (which may include data you elect to import from Non-PlateZero Products you use). "Your Data" includes all data you enter, credentials you store, files you upload, profile information and anything else you enter or upload or enter into the Service. will make commercially reasonable efforts to ensure that all facilities used to store and process Your Data meet a high standard for security. For more information on our current practices and policies regarding data privacy, security and confidentiality, please see https://platezero.com/privacy. We keep that document updated as these practices and policies evolve over time.
In order for us to provide the Service to you, we require that you grant us certain rights with respect to Your Data. For example, we need to be able to store and copy Your Data in order to share a recipe with other Users, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of this TOS gives us the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose). This permission includes allowing us to use third-party service providers (such as Amazon Web Services) in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided.
If any users send us any feedback or suggestions regarding the Service, you grant PlateZero an unlimited, irrevocable, perpetual, free license to use any such feedback or suggestions for any purpose without any obligation to you.
You are solely responsible for your conduct (including by and between all users), content of Your Data with others while using the Services. We may choose to review activity for compliance with our policies and guidelines, but you acknowledge that PlateZero has no obligation to monitor any information on the Services. We are not responsible for the accuracy, appropriateness, or legality of Your Data or any other information you and your users may be able to access using the Services.
To the extent you use a Service plan that is made available for a fee, you will be required to select a payment plan and provide accurate information regarding your credit card or other payment instrument. You will promptly update your account information with any changes in your payment information. You agree to pay PlateZero in accordance with the terms set forth on the Site (currently,) and this TOS, and you authorize PlateZero or its third-party payment processors to bill your payment instrument in advance on a periodic basis in accordance with such terms.
If you dispute any charges you must let PlateZero know within sixty (60) days after the date that PlateZero invoices you. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we increase our prices for your Service plan, we will provide notice of the change on the Site and in email to you at least 30 days before the change is to take effect. Your continued use of the Service after the price change goes into effect constitutes your agreement to pay the changed amount. PlateZero may choose to bill you through an invoice, in which case, full payment for invoices issued must be received by the date specified in the invoice. Past due fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
Representations and Warranties. You represent and warrant to PlateZero that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Data or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow PlateZero to perform its obligations) in connection with the Services without obtaining any further releases or consents; and (iii) Your Data and your other activities in connection with the Service, and PlateZero's exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Data contain any matter that is unlawful or illegal. You also agree not to:
upload, post, transmit, or otherwise make available any of Your Data that is unlawful or illegal, including without limitation Data that is libelous, or invasive of another's privacy;
use the Service to harm minors in any way;
impersonate any person or entity, including, but not limited to, a PlateZero employee, Administrator, Owner, or other User, or falsely state or otherwise misrepresent your affiliation with a person or entity;
manipulate identifiers in order to disguise the origin of any of Your Data;
upload, post, transmit, or otherwise make available any of Your Data that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
upload, post, transmit or otherwise make available any of Your Data in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
sublicense, resell, rent, lease, transfer or assign (except as permitted in Section 16) the Service or its use, or offer the Service on a time share basis to any third party;
use the Service to upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
use the Service to upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service, including using any device or software;
modify, adapt, or hack the Service, including by using any non-public PlateZero APIs, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
intentionally or unintentionally violate any applicable local, state, national or international law in connection with your use of the Service, including, but not limited to, any data, privacy, or export control laws, or regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
use the Service to engage in any unlawful or illegal activities; and/or
collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above. You acknowledge that PlateZero and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any of Your Data made available via the Service. For example, we may choose to review recipes that are not within your legal authority to upload for compliance with our policies and guidelines. If, for instance, you upload recipes that are the property of another person, organization or entity we can delete terminate the use of those from the service. We may also review Your Data and where we deem appropriate, including for violations of this TOS or in response to a user complaint. Without limiting the foregoing, PlateZero and its designees shall have the right (but not the obligation) to remove any of Your Data that violate the TOS or is otherwise objectionable. You must evaluate, and bear all risks associated with, the use of Your Data, including any reliance on the accuracy, completeness, or usefulness of Your Data. You acknowledge, consent and agree that PlateZero may access, preserve and disclose your account information and Your Data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any of Your Data violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of PlateZero, its users and the public.
This TOS will continue in full effect unless and until your account or this TOS is terminated as described herein. Service plans that are paid monthly will automatically renew for additional months, and Service plans that are paid annually will automatically renew for additional years. You have the right to deactivate your account at any time by using the account deactivation interface provided as part of administration within the Service.
We reserve the right to deactivate and delete your account (or the access privileges of any User) and terminate this TOS at any time for any reason, or no reason, with or without notice. Without limiting the foregoing, PlateZero may, in its sole discretion, publish policies whereby we delete your account for prolonged inactivity. Upon any termination of this TOS, we will have no obligation to maintain or provide Your Data. If your account is deleted, we will delete or destroy all copies of Your Data in our possession or control, in a reasonably expedient way, unless legally prohibited.
All accrued rights to payment and the terms of Section 5 and Sections 8 through 20 shall survive termination of this TOS.
Disclaimer of Warranties.
The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but PlateZero shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Additionally, while PlateZero takes steps to ensure that information provided to its third party vendors and hosting partners is transmitted using reasonable security measures, it does not guarantee that these transmissions will be encrypted. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Data, and PlateZero will have no liability to you for any unauthorized access or use of any of Your Data, or any corruption, deletion, destruction or loss of any of Your Data.
THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND PLATEZERO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT PLATEZERO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM PLATEZERO OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
Limitation of Liability.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL PLATEZERO BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED (\$500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, PLATEZERO'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Dispute Resolution/Arbitration. We will first try to resolve any dispute or claim ("Claim") informally. Accordingly, neither of us may start a formal proceeding (except for Claims described in Section 10.4 below) for at least 30 days after one of us notifies the other of a Claim in writing. Notice of the Claim will include a brief written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, claim, or controversy and the relief requested. You will send your notice by email to firstname.lastname@example.org AND to the address listed directly below. For Owners, we will send our notice to the email AND U.S. mailing address associated with your account. For Users, we will send your notice by email to the email address associated with your User Account
We are located in Massachusetts, so all disputes must be resolved there. We will use binding arbitration to resolve any problems, and you cannot join a class action lawsuit or obtain a jury trial for any disputes you have with us related to your use of the Service. These TOS and the relationship between you and us shall be governed by the laws of The Commonwealth of Massachusetts without regard to its conflict of law provisions. You and we agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Service under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in Boston, Massachusetts. You understand that you cannot and agree not to sue PlateZero in any other forum.
You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Service or these Terms:
YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.
Contact Information. You can contact us at Virtyx Technologies, Inc. ℅ WeWork 8th Floor, 745 Atlantic Avenue, Boston MA 02111 or by email at email@example.com
NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT; COUNTERNOTIFICATION We respect the intellectual property of others, and we ask our users to do the same. You will refrain from posting any information or items to the Sites which are copied, in whole or in part, from third party sources (or that is subject to any third-party rights), unless any holder of such rights has given express authorization for distribution on the Sites or Services. For further clarification, please see the U.S. Law on Copyrights, or see the web sites of the U.S. Copyright Office or U.S. Trademark Office. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by PlateZero infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed or access to it blocked.
We may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide PlateZero Copyright Agent the following information.
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the site;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
PlateZero's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail: Virtyx Technologies, Inc. ℅ WeWork 8th Floor, 745 Atlantic Avenue, Boston MA 02111
If you believe that your removed content (or content to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice containing the following information to the Copyright Agent:
Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
Your name, address, telephone number, and e-mail address, a statement that you consent to alternative dispute resolution in Boston, Massachusetts, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored in 10 business days or more after receipt of the counter-notice, at our sole discretion.
You shall defend, indemnify, and hold harmless PlateZero from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Data, or your use or misuse of the Service. PlateZero shall provide notice to you of any such claim, suit or demand. PlateZero reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting PlateZero's defense of such matters.
If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable.
Integration, Modification, and Authority. This TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS. All waivers and modifications to this TOS must be in a writing signed by both parties that expressly by its terms modifies or waives a provision of this TOS, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS.
You may not assign this TOS without the prior written consent of PlateZero except, if you are a company or other legal entity, you may assign this TOS in connection with a merger, re-organization or acquisition of all or a substantial portion of your assets by another company, but only upon 30-days prior notice to PlateZero. PlateZero may assign or transfer this TOS, in whole or in part, without restriction.
Except as otherwise set forth herein, all notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
Choice of Law and Forum. The TOS and the relationship between the parties shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law.
Waiver and Severability of Terms. The failure of PlateZero to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.
No Right of Survivorship and Non-Transferability.If you are a living person, you agree that your account is non-transferable and your rights to the content within your account terminate upon your death, however the content may be thereafter be available and accessible by Administrative Users.