WEBSITE LEGAL TERMS AND DISCLAIMER
IMPORTANT! YOUR USE OF EDOJAPAN.COM AND ITS MENU, ORDERING AND GIFT CARD SERVICES IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS BEFORE PROCEEDING. USING EDO JAPAN’S DIGITAL SERVICES AND PLATFORMS INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE LOG OUT NOW.
- This is an agreement, effective immediately, between you (“You”) and Edo Japan Restaurants Ltd. (“Edo”). “We” and “Us” means both You and Edo.
- Any and all information, content, reports, data, databases, graphics, interfaces, web pages, text, files, software, product names, company names, trade-names, logos and trade names contained on Edo’s digital services and platforms (collectively the “Content” found on the website, mobile apps, smart speaker extensions, third-party integrations, app store listings, etc..) including the manner in which the Content is presented or appears and all information relating thereto, are the property of their respective owners as indicated, Edo or its licensors, as the case may be. Any names, words, titles, phrases, logos, designs, graphics, icons and trademarks displayed on Edo’s digital services and platforms may constitute registered or unregistered trademarks of Edo or third parties. While certain trademarks of third-parties may be used by Edo under licence, the display of third-party trademarks on Edo’s digital services and platforms should not be taken to imply any relationship or licence between Edo and the owner of said trademark or to imply that Edo endorses the products or services of the owner of said trademark. Edo is not granting You any licence or right to use any trademark logo or design of Edo or any third party, without the written permission of Edo or the respective owner of any third-party trademark.
PERMITTED USE AND RESTRICTIONS
- Edo hereby grants to You a personal, non-transferable and nonexclusive licence to access Edo’s digital platforms and associated software as reasonably required to install and operate, subject to (i) the terms and conditions of this Agreement, and (ii) any additional conditions which may be imposed on Your access and use of such software.
- You agree that You will not:
- Except to the extent expressly permitted in this Agreement: (i) use, reproduce, modify, adapt, translate, upload, download or transmit the software associated with Edo’s digital platforms in whole or in part; (ii) sell, rent, lease, licence, transfer or otherwise provide access to the software; (iii) alter, remove or cover any trademarks or proprietary notices included in the software; and/or (iv) decompile, disassemble, decrypt, extract or reverse engineer the software or assist others in doing so.
- distribute the Content for any purpose including without limitation compiling an internal database, redistributing or reproduction of the Content by the press or media or through any network; or
- create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sub-licence, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Content in whole or in part, in any form or by any means.
- You will not permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of Edo or its licensors or allow any third-party to access the Content.
- The restrictions set out in this Agreement will not apply to the limited extent the restrictions are prohibited by applicable law.
- You will not access or use Edo’s digital services and platforms for an illegal, fraudulent, malicious, obscene, or defamatory purpose, or take steps or actions that could or do undermine the security, integrity, effectiveness, goodwill or connectivity of Edo’s digital services and platforms (including illegal, fraudulent, malicious, defamatory or other activities that threaten to harm or cause harm to any other person).
- Withdrawal of Access: Edo may terminate this Agreement with You or withdraw Your access at any time, without notice to You, in which case this Agreement will continue to apply in respect of Your past access. Edo will not be liable for any losses or inconvenience that results from withdrawal of Your access.
- While Edo encourages links to Edo’s digital services and platforms, it does not wish to be linked to or from any third-party online applications that contains, posts or transmits any illegal, fraudulent, malicious, obscene, or defamatory materials or contains, posts or transmits any information, software or other material which violates or infringes upon the rights of others, or is itself illegal, fraudulent, malicious, obscene, or defamatory.
- Edo reserves the right, in its sole discretion, to edit or remove any submission to Edo’s digital services and platforms, whether the submission is in violation of the provisions hereof or otherwise objectionable. You acknowledge and agree that Edo may, in its sole discretion, monitor Edo’s digital services and platforms periodically and disclose any information as necessary to satisfy any law, regulation or other governmental or Court request, to operate Edo’s digital services and platforms properly or to protect itself or other users of Edo’s digital services and platforms.
REGISTRATION & IDENTIFICATION
- To use certain features of Edo’s digital services and platforms, You may be asked to register and create an online profile for the purpose of conducting business transactions with Edo using Edo’s digital services and platforms. In such case, You agree to provide true, accurate, current and complete information about Yourself as prompted by any registration form. If Edo has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Edo has the right to suspend or terminate Your access to and use of Edo’s digital services and platforms (or any portion thereof).
- You may also need a username and password to access features on Edo’s digital services and platforms, which You will receive through the registration process. You are responsible for maintaining the confidentiality of the password and account and are responsible for all activities that occur under Your password or account. You agree to notify Edo immediately of any unauthorized use of Your password or account or any other breach of security, and to ensure that You exit from Your account at the end of each session. Edo cannot and will not be liable for any loss or damage arising from Edo’s failure or Your failure to protect Your password or account information.
DATA TRANSMISSION, REPRESENTATIONS AND WARRANTIES, LIMITATIONS ON LIABILITY
- You hereby consent to the exchange of information and documents between Us electronically over the internet or by e-mail, if to You or if to Edo.
- You represent and warrant that:
- You are an individual and over 18 years of age;
- You are entitled to conclude this Agreement;
- You will not do any promotion or advertising involving Edo, its Content or Edo’s digital services and platforms without the prior written authorization of Edo; and
- You will not remove, conceal or obliterate any copyright or other proprietary notice or any credit-line or other mark or source identifier included on Edo’s Content or Edo’s digital services and platforms.
- Regardless of the presence or absence of encryption technology, there is no guarantee that personal information and transactions from your device to Edo’s digital services and platforms can be secure, confidential and secure. Communications sent over the internet may not be secure and may be intercepted or altered by third-parties who administer such connections. Except where another written agreement with Edo says otherwise, You agree that Edo is under no obligation to accept or act on any instructions You provide to us electronically. If You send Edo confidential information by electronic means, Edo will not be liable if it is lost or intercepted, altered or misused by someone else. Edo may (at its sole discretion) respond to You electronically, and provide electronically any confidential information that You have requested; You also agree Edo will not be liable if the information provided is lost or intercepted, altered or misused by someone else.
- The use of Edo’s digital services and platforms and access to online content is at Your own risk and Edo assumes no liability or responsibility pertaining to the content, Your use of Edo’s digital services and platforms or the receipt, storage, transmission or other use of Your personal information. The content, including product and service pricing is ‘as-is’ and may not be accurate, up to date, complete, uncorrupted or untampered, and is not to be relied upon. Edo assumes no obligation to update the content Edo’s digital services and platforms. The content on Edo’s digital services and platforms may be changed without notice to You. Edo is not responsible for any content or information that You may find undesirable or objectionable. Edo disclaims any liability for unauthorized use or reproduction of any portion of Edo’s digital services and platforms. Accessing the content from territories where it may be illegal is prohibited.
- Edo’s digital services and platforms may contain links to third-party online services. These links are provided solely as a convenience to You and not as an endorsement by Edo of the contents of such third-party online services. Edo is not responsible for the content of any third-party online service or platform, nor does it make any representation or warranty of any kind regarding any third-party online service or platform including, without limitation (i) any representation or warranty regarding the legality, accuracy, reliability, completeness, timeliness, or suitability of any content on any third-party online service or platform; (ii) any representation or warranty regarding the merchantability or fitness for a particular purpose of any material, content, software, goods or services located at or made available through such third-party online service or platform; or (iii) any representation or warranty that the operation of the third-party online services or platforms will be uninterrupted or error-free, that defects or errors in such third-party online services or platforms will be corrected or that such third-party online services or platforms will be free from viruses or other harmful components.
- In no event will Edo, its affiliates, agents, licensors, suppliers, or their respective directors or employees, be liable for any damages or losses including, but not limited to, viruses, data corruption, failed messages, transmission errors or problems; telecommunications service providers; links to third-party online services or platforms; the internet’s functionality; personal injury; third-party content, products or services; damages or losses caused by You, or Your respective employees, agents or subcontractors; loss of use or lack of availability of facilities including computer resources, routers and stored data; the use or inability to use Edo’s digital services and platforms or the content; any other online service accessed to or from Edo’s digital services and platforms; or events beyond the reasonable control of Edo, even if Edo or any of its lawful agents, or employees have been advised of the possibility of such damages or claim.
- In no case will Edo’s, its affiliates’, agents’, licensors’, suppliers’, and their respective directors’ and employees’ cumulative total liability arising under any cause whatsoever (including without limitation breach of contract, tort, negligence, gross negligence, or otherwise) be for more than the amount, if any, paid by You under this Agreement to access Edo’s digital services and platforms, in the year in which the claim arose.
- You understand and agree that, in addition to those limitations of liability set out elsewhere in this Agreement, Edo will be liable to You only for direct damages resulting from its gross negligence, fraud or willful misconduct arising directly from the performance by it of its obligations under this Agreement and it will not be liable to You for any other direct damages. It will not under any circumstances be liable to You for any other losses, including indirect, incidental, special, punitive or consequential losses or damages, loss of profits, damages for inconvenience, loss of revenue, loss of business opportunities, or any other foreseeable or unforeseeable loss resulting directly or indirectly out of this Agreement or the services provided to You by Edo, even if it were advised of the possibility of damages or were negligent. These limitations apply to any act or omission of it or its officers, directors, affiliates, agents or suppliers, whether or not the act or omission would otherwise give rise to a cause of action in contract, tort, statute or any other doctrine of law. Gross negligence means conduct (whether through action or inaction, or through words or silence) which is (a) a marked and flagrant departure from the conduct ordinarily expected of a reasonable and prudent person in its position, or (b) so wanton and reckless as to constitute an utter disregard for harmful, foreseeable and avoidable consequences.
- These limitations apply to any act or omission of Us or Edo’s officers, directors, affiliates, agents or suppliers, whether or not the act or omission would otherwise give rise to a cause of action in contract, tort, statute or any other doctrine of law, and even it were advised of the possibility of damages or were negligent.
- Edo may from time to time, but is not obligated to, monitor Your use of Edo’s digital services and platforms for the purpose of understanding Your interactions with Edo’s digital services and platforms for the overall improvement of the platforms. You hereby consent to such collection and storage of Your usage patterns and device information (i.e. Phone vs. tablet or OS-level information).
- You may access, correct and delete Your own personal information stored by Edo and its related third-parties by contacting Edo at email@example.com.
- This Agreement is effective until terminated by Edo, with or without cause, in Edo’s sole and unfettered discretion. Edo may terminate this Agreement without notice to You if You fail to comply with any of its terms. Any such termination by Edo will be in addition to and without prejudice to such rights and remedies as may be available to Edo, including injunction and other equitable remedies.
RELEASE AND INDEMNITY
- You agree at all times to indemnify, defend and hold harmless Edo, its agents, suppliers, affiliates and their respective officers, directors and employees against all actions, proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by Edo directly or indirectly in respect of either (i) any information or other content You provide on or through Edo’s digital services and platforms or which is sent to Edo by e-mail or other correspondence; or (ii) Your use or misuse of the Content or Edo’s digital services and platforms, including without limitation infringement claims.
- The disclaimers, limitations on liability, ownership, termination, interpretation, Your licence to Edo, Your warranty and the indemnity provisions of this Agreement will survive the termination or expiry of this Agreement.
- You agree that any communication or contract delivered, received or entered into by electronic means will be considered to be signed and/or delivered and to constitute a “writing” for the purposes of any statute or rule of law. You agree not to dispute any such communication or contract on the basis that it was delivered, received or entered into by electronic means, including on the basis that it was not “in writing” or was not signed or delivered.
- We have required that this Agreement and all documents relating thereto be drawn-up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
- This Agreement will be interpreted in accordance with the laws of the Province of Alberta and the courts of the Province of Alberta will have exclusive jurisdiction over this Agreement. We expressly exclude the UN Convention on Contracts for the International Sale of Goods, similar domestic legislation as amended, replaced or re-enacted from time to time.
- This Agreement, together with the recitals and schedules, as amended from time to time, constitute the entire agreement between Edo and You with respect to the matters contained herein and supersedes all prior written representations and/or oral agreements.
- If any provision of this Agreement or other work order is deemed invalid or void, in whole or part, by any Court, the remaining terms and conditions of this Agreement will remain in full force and effect.
- Words in the singular will include plural and words in the masculine gender include feminine genders, where the context so requires.
- This Agreement will enure to the benefit of, and will be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.
- The provisions of this Agreement may be amended by Edo at its sole discretion from time to time upon notice.
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