Sauce offers Web Sites (including saucepricing.com and restaurant.saucepricing.net) and a web-based service (collectively, the "Services") that applies dynamic pricing and other adjustments to the menus you make available to your customers through various food delivery services in order to maximize your revenue from sales through such services. The Services provide you access to a customized dashboard to view your sales history and to set applicable optimization parameters ("Your Account").
Your Account Data
To use the Services, you must provide us with your login credentials ("Your Credentials") to those of your food delivery services and aggregator platform accounts ("Your Third-Party Accounts") where you would like us to perform optimizations. By using the Services and providing us with Your Credentials, you are giving us access to data related to your pricing, menu items, historical and real time sales, and your customer interactions with Your Third-Party Accounts (collectively, "Your Data") and permission to use Your Credentials to access Your Third-Party Accounts and update your pricing and other menu-related data on Your Third-Party Accounts and run promotions on your behalf. We do not have permission to change any other details related to your account without your explicit permission.
Your Online Ordering Store
We are not responsible for the success of your online ordering store. However, it is in our best interest for you to succeed. The prices we post daily to your menu reflect our best assessment of current market conditions, but you are always welcome to override our price recommendations. You are always able to change any of our pricing recommendations, and you are welcome to leave our Services and terminate Your Account at any time.
You, and not Sauce, are responsible for maintaining records that might be relevant for operating your business.
Your Acceptable Use of the Services
You agree that, in connection with your use of the Services, you will not commit any tort nor violate any law, court order, contract, intellectual property or other third-party right. Further, you agree that you will not, in connection with your use of the Services: (i) probe, scan, or test the vulnerability of any system or network; (ii) interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services; (iii) use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner; (iv) circumvent the scope of the paid Services, if applicable; (v) develop any third-party applications that interact with the Services without our prior written consent; (vi) build a competitive product or service, or copy any features or functions of the Services; (vii) modify, disclose, alter, translate or create derivative works of the Services (or any components thereof) or cause or permit person to do any of the foregoing; (viii) violate the privacy or infringe the rights of others; or (ix) otherwise take any action that we deem to be inconsistent with acceptable business practices or other standards of behavior.
Your Account Security
You are responsible for safeguarding the password that you use to access the Services. You should immediately notify Sauce of any unauthorized use of Your Account. You acknowledge that if you wish to protect your transmission of data to Sauce, it is your responsibility to use a secure encrypted connection to communicate with the Services.
Subscription and Payment Terms
Your subscription to use the Services will continue until you or we terminate your account as set forth below. You will be billed each month in accordance with your subscription terms as a percentage of your revenue processed through the Services and/or a monthly subscription fee. Additional monthly charges may also apply for your use of advanced support services ("Additional Charges"). Additional Charges will be at your election or disclosed to you prior to you incurring them. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services. If you choose a subscription plan, the subscription will be for the duration selected by you and will automatically renew (without the need to go through the service signup process or execute a renewal order form) unless you cancel your subscription plan at least, in the case of a monthly subscription plan, three (3) business days prior to the renewal date or, in the case of an annual subscription plan, thirty (30) business days prior to the renewal date. For a monthly plan, you will be billed on or about the same day each month until such time that you cancel. For an annual plan, you will be billed on or about the commencement of each annual period until such time that you cancel. In order to subscribe, you must provide us with current, complete, accurate and authorized payment information (e.g. credit card or Automated Clearing House ("ACH")). You represent and warrant that you are authorized to use the designated payment method. You authorize us to (i) charge your payment method for the total amount of your fees (including any applicable taxes and other charges) immediately upon our issuance of your invoice, (ii) charge your credit card or other payment method on a periodic recurring basis in accordance with the terms of your subscription plan, (iii) use a third party to process such payments, and (iv) disclose your payment information to such third party. You acknowledge that the amount billed may vary due to the subscription plan you have selected, changes in applicable taxes or other charges, and you authorize us (or our third-party payment processor) to charge your payment method for the corresponding amount. To the extent we have not received your payment, in order to bring your account up to date, we may invoice and charge you simultaneously for both past due and current amounts. In the event you want to change or update your payment information, you can do so at any time by providing us with your new payment information. You may remove your authorization for us to charge your provided payment method at any time, or request refund of any charge within thirty days of such charge, by emailing your request to email@example.com, but you understand that failure to pay any charges or fees may, subject to applicable law, result in the suspension or termination of your access to the Services and that all charges or fees incurred by you will remain due and payable. In the event we are unable to process payment for any amounts owed, we may, subject to applicable law, suspend or terminate your account at any time following such payment failure.
You may cancel Your Account at any time. An email or phone request to cancel Your Account shall result in cancellation. Any cancellation of Your Account will result in the deactivation or deletion of Your Account or your access to Your Account, and the forfeiture and relinquishment of all content in Your Account. This information cannot be recovered from Sauce once Your Account is canceled. Please be aware of that. You can cancel at any time, but you will remain liable for all charges accrued up to that time. If you are using a subscription plan, you will not be refunded any portion of the remaining subscription period or any renewal periods for which you are past the cancellation date. You are free to stop using our Services any time. We reserve the right to suspend or end the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms or use the Services in any way that would cause us legal liability or disrupt others' use of the Services. If we suspend or terminate your use, we will try to let you know in advance, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, or a court order) where we may suspend immediately. Where required by law, you may have a legal right to cancel your subscription, during the prescribed timeframe of your initial subscription period. If you are entitled to this right by law, your cancellation request will be processed within three (3) business days, and you will receive a prorated refund of any unused prepaid fees.
Sauce is Available “AS-IS”
Though we aim to provide a great service, there are certain things about the service we can't promise. For example, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." YOU BEAR THE ENTIRE RISK OF USING THE SERVICES. WE DO NOT GUARANTEE ANY RESULT FROM USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE ACCURACY OF ANY DATA, STATISTICAL ANALYSIS OR STATISTICAL DATA PROVIDED THROUGH THE SERVICES AND ANY CHANGE IN REVENUE RESULTING FROM YOUR USE OF THE SERVICES. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SAUCE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT SAUCE HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO SAUCE FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.
You agree to indemnify, defend, and hold harmless Sauce and its officers, directors, employees, affiliates, agents, licensors, and suppliers, from and against all losses, expenses, damages and costs, including reasonable legal and accounting fees, arising out of or in any way connected with (a) any violation by you of the terms and conditions of this Agreement; (b) your use or misuse of the Services; or (c) any infringement by you of the copyright or intellectual property rights of any third party.
During your use of the Services, you or Sauce (the "Disclosing Party") may share information with the other party (the "Receiving Party") that is confidential, sensitive or should be kept secret ("Confidential Information"). Our Confidential Information includes, but is not limited to, our product roadmaps, product designs and architecture, technology and technical information, security audit reviews, business and marketing plans, financials, and business processes. Your Confidential Information includes, but is not limited to, your Credentials, Your Data, and credit card or ACH information. A Disclosing Party's Confidential Information also includes any documents that are labeled "confidential" (or something similar), or other information (either in writing or verbal) that is of a type that a reasonable person should understand it to be confidential. Confidential Information does not include information that (a) the Receiving Party already knew at the time it was disclosed to them; (b) was told to the Receiving Party by a third party who had the right to tell them such information; (c) is generally available to the public; or (d) was independently developed by the Receiving Party without using any of the Disclosing Party's Confidential Information. The Receiving Party will maintain in confidence and not disclose to any third-party the Disclosing Party's Confidential Information during period of your use of the Services and for a ten-year period thereafter and will not use such Confidential Information except as expressly permitted in this Agreement. Further, the Receiving Party will treat the Disclosing Party's Confidential Information with the same degree of care that the Receiving Party treats its own Confidential Information.
As between you and Sauce, you own all rights to Your Third-Party Accounts, Your Credentials, and all data regarding your menus, products, financials, and customer data (collectively, "Your Property"). You grant Sauce a non-exclusive, royalty-free, worldwide, perpetual, sub-licensable right and limited license to access, use, copy, reproduce, process, adapt, store and transmit Your Property solely for the limited purpose of providing, analyzing, and improving the Services and providing you with requested support. Separate and apart from Your Property, you may submit to us any questions, comments, suggestions, ideas, original or creative materials and other information about Sauce, the Services, and/or our products and services ("Feedback"). Feedback shall become the sole property of Sauce and Sauce shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of such Feedback for any purpose. The Services are developed, owned, and operated by Sauce. To improve and develop our products and services, we may use various forms of learnings (including machine learning) within the Services and monitor the use and performance of the Services ("Diagnostic Information"). Through our analysis of the Diagnostic Information, we develop higher levels of understanding of how to optimize revenue, how users interact with the Services, how various data sets interrelate and/or perform in statistical calculations, and how to develop and improve our algorithms, calculations, and processes (collectively, "Learnings"). As between you and Sauce, we own the Services, Feedback, Diagnostic Information, and Learnings.
We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services.
Miscellaneous Legal Terms
THESE TERMS AND THE USE OF THE SERVICES WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. At Sauce's sole discretion, it may require you to submit any disputes arising from these Terms or use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law. These Terms constitute the entire and exclusive agreement between you and Sauce with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third-party beneficiary rights. Sauce's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.