Terms & Conditions

1. Agreement

1.1 Use of the Service is Subject to these Terms

Your use of any of the RDSCloud application, platform or services (referred to as "Service") is subject to the terms of a legal agreement between you and Saiyan Technologies Inc (referred to as the "Company"), provider of Service. This legal agreement is referred to as the "Terms".

1.2 Changes to the Terms

Company reserves the right to make changes to the Terms if necessary. When these changes are made, Company will make a new copy of the Terms available at the same page. You understand and agree that if you use Service after the date on which the Terms have changed, Company will treat your use as acceptance of the updated Terms. If a modification is unacceptable to you, you may terminate the agreement by ceasing use of the Service.

2. Accepting the Terms

2.1 Clicking to Accept the Terms or Using Service

In order to use the Service you must agree to these Terms. You can accept the Terms by clicking to accept upon registering for an account on the Service.

2.2 Authority to Accept the Terms

You state that you have full power, capacity and authority to accept these Terms. If you are accepting on behalf of your employer or any other entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you do not have the legal authority to bind, please ensure that an authorized person from your entity consents to and accept these Terms.

3. Service Description

3.1 Provision of Service

Upon successfully registering for an account on Service, you will be granted a non-exclusive, revocable right to the following:

  • Access to your account management web console via the credentials supplied during the registration process.
  • A configurable website for the purpose of listing available restaurants, ordering and tracking. The website includes the following options:
    • A full website presence
    • A slim version that can be embedded in an existing website
    • A mobile browser version

Company does not provide you with the equipment or mechanisms to access the Service. You are responsible for all fees charged by third parties related to your access and use of Service (e.g., charges by Internet service providers and hardware suppliers).

3.2 Use of Service

You will be solely responsible for all use (whether or not authorized) of the Service under your account, including for the quality and integrity of data entered and edited in the Service. You will take all reasonable precautions to prevent unauthorized access to or use of the Service and notify Company promptly of any such unauthorized access or use.

Company reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Service without notice. Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any portion of our Services.

3.3 Restrictions

Except as expressly provided in Section 3.1 (Provision of Service), you will not transfer, resell, lease, license or otherwise make available the Service to third parties. You will ensure that the Service provided hereunder are used in accordance with all applicable laws, regulations and third party rights, as well as the Terms.

Except as allowed by applicable law, you will not reverse engineer, decompile, attempt to discover, disassemble or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive the source code of any part of Service.

4. Fees

4.1 Payments

You agree to pay the usage fees as set forth in the rate schedule listed in your account's management console. These fees will be pre-paid into your account and deducted from your balance upon accepting an order.

In addition, if applicable, you agree to pay any applicable support fees in connection with your order of any support services pursuant to the Support Terms. In the event that support fees are incurred, you agree to make all of the payments due within 30 days of the date of the invoice. If you are overdue on any payment and fail to cure such non-payment within 10 days of written notice of the non-payment, then Company may assess a late fee of the lesser of 1% per month or the maximum amount allowable by law.

4.2 Suspension

You acknowledge that, in the event your usage exceeds the amounts prepaid into your balance or any other failure to pay amounts due as described in Section 4.1, Company will be entitled to suspend the Service associated with your account without prior notice. Company will not have any liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur with respect to any suspension of Service.

5. Termination

5.1 Term

The term of these Terms will commence on the date these Terms are accepted by you and continue for a period of twelve months. These Terms will automatically renew for additional one-year terms unless either party provides notice of non-renewal no less than 60 days prior to the end of a renewal term.

5.2 Termination

Either party may terminate these Terms for any reason upon 60 days written notice to the other party. Either party may also terminate these Terms in the event the other party commits any material breach of these Terms and fails to remedy such breach within 5 days after written notice of such breach. Company may also suspend the Service immediately upon notice for cause if: (a) you violate (or give Company reason to believe you have violated) any provision in these Terms; (b) there is an unusual spike or increase in your use of the Service for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the Service; (c ) Company determines, in its sole discretion, that its provision of any of the Services is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or (d) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceedings.

5.3 Remaining Balances

Upon termination of these Terms, Company shall have 30 days to return remaining balances accrued in your account, after deducting any unpaid balances as defined in Section 4.

6. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND LICENSORS AND THEIR SUPPLIERS, WILL NOT BE LIABLE TO YOU FOR: ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS); OR ANY LOSS OR DAMAGE AS A RESULT OF:

(i) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;

(ii) ANY CHANGES THAT COMPANY MAY MAKE TO THE SERVICE, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICE);

(iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE;

(iv) YOUR FAILURE TO PROVIDE COMPANY WITH ACCURATE ACCOUNT INFORMATION; OR

(v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

THE LIMITATIONS ON COMPANY'S LIABILITY TO YOU ABOVE WILL APPLY WHETHER OR NOT COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS OR THEIR SUPPLIERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.

7. Indemnity

You hereby agree to indemnify, defend and hold Company, its strategic partners, officers, directors, agents, affiliates, licensors and their suppliers ("the Indemnified Parties") harmless from and against any claim or liability arising out of:

  • your use of the Service in breach of the Terms or applicable policies;
  • any use by users of your account realized through the Service;
  • any claim that data entered into your account violates any applicable law, including but not limited to any claim that infringes the rights of a third party.

You will cooperate as fully as reasonably required in the defense of any claim. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of the Service may be irreparable; therefore, Company is entitled to seek equitable relief, including but not limited to preliminary injunction and injunction, in addition to all other remedies.

 

Last Updated - March 21st, 2014