Salem’s Gryos & More® Restaurants
IMPORTANT! READ THIS ENTIRE AGREEMENT CAREFULLY.
THESE ARE THE TERMS AND CONDITIONS GOVERNING YOUR USE OF THE WWW.SALEMSGYROS.COM WEBSITE(S) AND OUR SERVICES.
WELCOME to the SALEMS FRANCHISING, LLC website(s) available at and under www.salemsgyros.com and/or under other uniform resource locator(s) and the related or linked portals, information management systems, intranets, password protected information systems, email or wireless websites of our or our Franchisees’ SALEM’S GRYOS & MORE® Restaurant and other System Restaurants (collectively, the “SALEM’S GRYOS & MORE® Sites”) — developed, hosted, maintained or operated by SALEMS FRANCHISING, LLC. (“we,” “us,” or “our”) or our designees. This Terms of Service Agreement (this “Agreement”) sets forth the terms and conditions governing your use of the SALEM’S GRYOS & MORE® Sites and your access to and use of the webpage, sub-pages, URLs, links, trademarks, tradenames, trade dress, slogans, logos, copyrights, information, other content, wireless services, portals, email functionalities, operating systems, and electronic communications or data management systems and services offered on or through the SALEM’S GRYOS & MORE® Sites (which, collectively with the SALEM’S GRYOS & MORE® Sites, constitute the “Services”).”
By accessing or using the SALEM’S GRYOS & MORE® Sites or any of the Services, you accept and agree to be legally bound by this Agreement, as it may be amended or supplemented from time-to-time by us (as further described below), and agree to all of our operating rules and/or policies and the Services that may be approved by us and published by us on the SALEM’S GRYOS & MORE® Sites. All these rules and policies are incorporated into this Agreement by this reference. We have other operating rules and relating to the SALEM’S GRYOS & MORE® Sites and the Services generally. If you are a Franchisee, see our Manuals. You agree to be bound by those as well. Further, certain areas of the SALEM’S GRYOS & MORE® Sites, including, without limitation, access to Franchisee only areas, or product or service ordering services may require registration and/or be subject to additional terms and conditions of use; and we will provide you with notice of such additional terms and conditions on registration.
IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO ACCESS THE SALEM’S GRYOS & MORE® SITES OR USE THE SERVICES IN ANY MANNER.
- We Reserve the Right to Revise this Agreement. We reserve the right, at any time and from time-to-time, to update, revise, supplement and to otherwise modify this Agreement, and to impose new or additional rules, policies, terms or conditions on your use of the Services. Such updates, revisions, supplements, modifications and additional rules, polices, terms and conditions (collectively referred to in this Agreement as “Additional Terms”) will be effective immediately and incorporated into this Agreement upon our publishing them on the SALEM’S GRYOS & MORE® Sites, which may be given by any means we designate, including by our posting to the SALEM’S GRYOS & MORE® Sites. Your continued use of any of the SALEM’S GRYOS & MORE® Sites following such notice will be deemed to conclusively indicate your acceptance of any and all such Additional Terms. All Additional Terms are incorporated into this Agreement by this reference.
- We May Revise or Terminate Any Part of the Services at Any Time. We reserve the right, at any time and from time-to-time, to modify or discontinue, temporarily or permanently, the SALEM’S GRYOS & MORE® Sites or the Services, with or without notice to you. This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason. You agree that we will not be liable to you for any modification, general suspension or discontinuance of any SALEM’S GRYOS & MORE® Sites or the Services. We may refuse or restrict anyone from access to any or all of the SALEM’S GRYOS & MORE® Sites or the Services at any time.
- Acceptable Use of the Services. In order to use the SALEM’S GRYOS & MORE® Sites or the Services, you must obtain access to the World Wide Web (or such technology we may designate) directly or through devices that access content and pay any and all service fees, if any, associated with such access: we are not responsible for such fees or costs.a) Individual Use. Except as provided in (b) below, you agree that you are only authorized to visit, view and to retain a single copy of pages of this SALEM’S GRYOS & MORE® Site solely for your own individual, non-commercial use, and that you shall not duplicate, download, publish, modify or otherwise distribute any material on this SALEM’S GRYOS & MORE® Site for any purpose other than for your own individual use unless otherwise specifically authorized by us. We post “Legal Notices” and various credits on pages of the SALEM’S GRYOS & MORE® Sites, which may not be removed even in your permitted copy. Your use of the SALEM’S GRYOS & MORE® Sites is subject to our Legal Notices and you must not remove these Legal Notices or credits, or any additional information contained along with the Legal Notices and credits.b) Commercial Use. If you wish to link, publish, frame, refer to or provide information about the SALEM’S GRYOS & MORE® Sites, our Marks (defined below), copyrighted materials or any Services on any website, web page, email address or the like operated by you or your affiliates, or any companies, partnerships, limited liability partnerships or any other legal entity which you have an ownership or investment interest in (also collectively referred to as “you”), you must first obtain our prior written permission to do so and enter into an agreement with us on terms designated by us. Contact us if you seek to obtain our permission to access this SALEM’S GRYOS & MORE® Site for commercial purposes. By “commercial purposes,” we mean your engaging in the marketing, lease or sale of any products or services of any kind whatsoever. If you wish to use the SALEM’S GRYOS & MORE® Sites for any commercial purpose, you must contact us and obtain our prior written permission to do so. If you are a SALEM’S GRYOS & MORE® Restaurant, any use of the SALEM’S GRYOS & MORE® Sites by you constitutes a commercial purpose and your use of them is governed by you Clinic Franchise Agreement with us and this Agreement.c) Deep Links. You shall not “deep-link” to this SALEM’S GRYOS & MORE® Site, meaning that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of the SALEM’S GRYOS & MORE® Sites for any purpose, unless specifically authorized in writing by us to do so. You must not create any links from your website to any website which bears the Marks or our copyrighted materials or which offer products or services sales, or offer any of the products or services that are the same as or similar to the products or services the SALEM’S GRYOS & MORE® Restaurant offer or similar services without our express written consent. If you wish to deep link or any link to the SALEM’S GRYOS & MORE® Sites for any reason, you must contact us and obtain our prior written approval for such deep links or other links.
d) Security, Cracking and Hacking. You shall not violate or attempt to violate the security of the Services. Accordingly, you shall not: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (iv) attempt to interfere with service to any user, host or network, including without limitation, via means of submitting a virus to the Services, overloading, “flooding,” “mailbombing” or “crashing” the Services. Violations of system or network security may result in civil or criminal liability. We reserve the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. You understand that data and communications, including email and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet. You agree that it is your responsibility, and not ours, to obtain and use third party software products that support encryption and other security protocols compatible with such protocols (if any) that may be used by us from time to time in connection with the Services.
e) Spidering. THE USE OF ANY TOOLS, PROGRAMS, ROBOTIC ALGORITHMS OR PRODUCTS TO AUTOMATICALLY DOWNLOAD OR “SPIDER” THE SALEM’S GRYOS & MORE® SITES OR ANY OF THE PAGES OF THE SALEM’S GRYOS & MORE® SITES INFRINGES ON OUR COPYRIGHTS. DO NOT USE ANY SUCH TOOLS OR PRODUCTS ON OR IN CONNECTION WITH THE SERVICES!
f) Termination. We may and will terminate your service immediately, if we believe that your conduct fails to conform with this Agreement. Without limiting our rights and your limitations under this Agreement, if you use, or attempt to use the Services or Marks or our copyrighted materials for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Services), you may also be subject to civil and criminal liability.
g) You Are Responsible For All of Your Activities and All of The Content You Post. You represent and warrant that any information you post or provide to us by means of the SALEM’S GRYOS & MORE® Sites, including, without limitation, as part of any registration or application or to gain access to any Services, is truthful, accurate, not misleading and offered in good faith. Any information disclosed to you via the Services including, without limitation, any content in the personalized areas of the SALEM’S GRYOS & MORE® Sites, may be used only for its intended purpose. We expect that you will exercise caution, good sense and proper judgment in using the Services. You agree NOT to use the Services for or in connection with any of the following activities:
i) Spoofing or otherwise impersonating any person or entity, including, without limitation, any other users or any of our personnel, or falsely stating or otherwise misrepresenting your identity or affiliation in any way, or forging any TCP/IP packet header or any part of the header information in any email or other posting;
ii. Any fraudulent or illegal purpose;
iii) Emailing, uploading, or otherwise transmitting or using the Services in furtherance of the use or distribution of any unlawful, harmful, harassing, defamatory, tortious, libelous, abusive, threatening, vulgar, sexually explicit, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind, or any material that is invasive of another’s privacy or exploits children, or transmitting any sexually explicit materials, including images and other content;
iv) Transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer’s functionality or the operation of our (or anyone else’s) Services, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or transmit any materials that otherwise violate our rules or policies;
v) Violating our rights in or to our intellectual property; and
vi) To assist you with breaching this Agreement, or any Clinic Franchise Agreement between any SALEM’S GRYOS & MORE® Restaurant and us.
h) Account Password and User ID. If the Services require that you become a registered user of the Services or to access any SALEM’S GRYOS & MORE® Site, you must receive or establish one or more passwords and accounts in the manner we designate. Maintaining the confidentiality and security of your passwords and accounts is solely your responsibility.
Accordingly, you must maintain the security and confidentiality of your accounts. Do not divulge your password or account information to any third party. You are entirely responsible for all activities that occur on or through your account(s), and you agree to notify us immediately about any unauthorized use of accounts or any breach of security. You agree that we and our affiliates are not and will not be responsible for any losses incurred in connection with any misuse of or failure to secure passwords, nor do or will they have any responsibility whatsoever for your failure to comply with this Section.
i) Do Not Violate Third Party Intellectual Property Rights. Without any of our rights or your obligations under this Agreement, you may not, and by using the Services or an SALEM’S GRYOS & MORE® Site you agree not to, use the Services or an SALEM’S GRYOS & MORE® Site to: (i) transmit material that is copyrighted, unless you are the copyright owner or have obtained the permission of the copyright owner to transmit it; (ii) transmit material that reveals trade secrets, unless you own them or have the permission of the owner to so transmit them; or (iii) transmit material that infringes on any Intellectual Property Rights (as defined below) of others or violates the privacy or rights of publicity of others. For purposes of this Agreement, the term “Intellectual Property Rights” means collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights.
j) Ownership. The trademarks, trade names, logos, color schemes, service marks, slogans, and similar means if identifying products or services displayed on any of the SALEM’S GRYOS & MORE® Sites, including without limitation, any variation of the terms or phrases “SALEM’S GRYOS & MORE®” or “SALEM’S” (the “Marks”) and other Intellectual Property Rights are our or our licensors registered and/or common law Marks or other Intellectual Property Rights. All content and materials on the SALEM’S GRYOS & MORE® Sites including, without limitation, the Marks, button icons, images, audio clips, and software, copyrights, patents and other Intellectual Property Rights included in the Services or an SALEM’S GRYOS & MORE® Site, are our property or our licensors’ and are protected by U.S. and international copyright, patent, trademarks, and other proprietary rights and Intellectual Property Rights laws. The compilation of all content on the SALEM’S GRYOS & MORE® Sites is our exclusive property and is protected by U.S. and international copyright laws. All software used on the SALEM’S GRYOS & MORE® Sites is our property or our licensors and protected by U.S. and international copyright laws. Except to the minimum extent otherwise expressly permitted under copyright law, no copying or exploitation of material from the Services is permitted without the express written permission of us and any other applicable copyright owner. You may not copy, reproduce, republish, upload, post, transmit, sell, distribute, transfer or modify any of the content, data, information or materials found on the SALEM’S GRYOS & MORE® Sites, but you may download, display and print one (1) copy of the content displayed on our site on a single computer for your personal-non-commercial use. You will not use the Marks or other content on any site, website, web page, portal, or any form of advertisement which you operate, authorize or control without our express written permission. You may not use our Marks or copyrighted materials in any search engine descriptions, content (meta-tags, “white lettering”, key words, or other means of directing or influencing web traffic to any website, web page, portal or email operated, controlled or authorized by you without our express written permission and your doing so constitutes a violation of our rights under U.S. Federal law, U.S. States’ laws, and other international laws and a breach of this Agreement. You will not adopt or use any names, trademarks, slogans, trade names, trademarks, service marks, email addresses, URLs, meta-tags, key words, search descriptions or the like that are the same or are confusingly similar to the Marks. Without our prior written consent, you will not submit or maintain any information submitted to search engines which incorporate any content from the SALEM’S GRYOS & MORE® Sites, the Marks, our copyrighted materials or any marks that are confusingly similar to the Marks.
- Compliance with Laws. You may use the Services and the SALEM’S GRYOS & MORE® Sites only for lawful purposes. The Services and use of the SALEM’S GRYOS & MORE® Sites are subject to, and you agree that you will at all times comply with, all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to the use of the Services. This obligation includes your agreement to comply with all applicable laws or industry-specific regulations, and rules relating to the export of technical and other data from the United States (and from your country if you are not located in the United States) and your agreement not to export or re-export any such data or any other content or materials in violation of such laws, rules or regulations without first obtaining all necessary licenses, consents and approvals therefore, as well as authorization from us.
- Your Access to Certain Services. As a convenience and courtesy to you, in addition to the Services offered to the general user of the SALEM’S GRYOS & MORE® Sites, we may provide you access certain SALEM’S GRYOS & MORE® Sites for purpose of contracting with us or SALEM’S GRYOS & MORE® Restaurant to sell products or services to you. If we do so, any offers or sales made in connection with the use of such SALEM’S GRYOS & MORE® Sites will be subject to our Purchase Policies and this Agreement. See our Purchase Policies which may be published in our Manuals.
- E-Sign. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by the agreements into which you thereby enter. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, APPLICATIONS AND OTHER RECORDS AND ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THIS SALEM’S GRYOS & MORE® SITE. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. You may obtain a copy of this Agreement by printing it now at no additional cost to you or by contacting us later at Salem@salemsgyros.com. We may charge you up to $15 per copy of this Agreement if we send a copy to you at a later date. In addition, you understand that certain Services on the SALEM’S GRYOS & MORE® Sites such as a general contents page and a current information page (which provides information that may include, without limitation, news of interest to users of the SALEM’S GRYOS & MORE® Sites, shipper information and other Services) may include materials and information from third parties, and you acknowledge and agree that we have minimal control over such information. Accordingly, we cannot guarantee, represent or warrant that the content contained in the SALEM’S GRYOS & MORE® Sites is accurate, appropriate to you, and/or inoffensive.
- We Make No Warranties. YOU USE THE SERVICES AND THE SALEM’S GRYOS & MORE® SITES IS AT YOUR SOLE RISK. THE SERVICES AND THE SALEM’S GRYOS & MORE® SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SALEM’S GRYOS & MORE® SITES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. IN ADDITION, WE DO NOT WARRANT THAT INFORMATION AVAILABLE ON OR THROUGH THE SALEM’S GRYOS & MORE® SITES INCLUDING, WITHOUT LIMITATION, ESTIMATED FEES BASED ON USER-PROVIDED INPUT ANY SALES TRANSACTIONS PAGE OR SIMILAR SOFTWARE FUNCTION, ARE APPROPRIATE, ACCURATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING THEM FROM JURISDICTIONS WHERE THEIR CONTENTS ARE ILLEGAL IS EXPRESSLY PROHIBITED. FURTHER, WE DO NOT WARRANT THAT PUBLISHED FEES BASED ON USER-PROVIDED INPUT IS AN ACCURATE OR TRUE REFLECTION OF THE FEES, TERMS AND CONDITIONS THAT WILL BE BINDING BETWEEN THE CONTRACTING PARTIES.
- Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY ASPECT OF THE SALEM’S GRYOS & MORE® SITES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF US FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALEM’S GRYOS & MORE® SITES OR THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY DOLLARS ($250). THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE SALEM’S GRYOS & MORE® SITES OR SERVICES, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE SALEM’S GRYOS & MORE® SITES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- Indemnity of Us. You agree to indemnify and hold us harmless, and, at our request, to defend us from and against any claim, demand, cause of action, debt, loss or liability, including reasonable attorneys’ fees, to the extent that such action is based upon, arises out of, or relates to your use (or inability to use) the Services, any aspect of the SALEM’S GRYOS & MORE® Sites, or any other activities of yours accomplished using the Services or the SALEM’S GRYOS & MORE® Sites.
- Order of Precedence. This Agreement governs your use of the SALEM’S GRYOS & MORE® Sites and access to the Services. This Agreement does not modify, alter or amend any other agreement you have entered or will enter into with us or any of our related or affiliated entities. To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional Services on the SALEM’S GRYOS & MORE® Site, conflicts with any provision of your other agreements with us or any of our related or affiliated entities, the terms of such other conflicting term(s) of this Agreement.
- Resale of Services. Unless you are a SALEM’S GRYOS & MORE® Restaurant Franchisee in full compliance with your agreements with us, you also may not resell the Services (or any part thereof) without our prior written consent. If you wish to do so, contact us to determine if we will grant you permission to resell the Services or use the Marks in such manner. If you wish to access SALEM’S GRYOS & MORE® Site or use any of the Services, copyrighted materials or the Marks for commercial purposes or which affiliate with our Marks in any way, contact us to discuss establishing a commercial relationship with us and determine if we will grant you written permission to do so. You acknowledge that you do not acquire any ownership or license rights by virtue of downloading the Marks, copyrighted material from the Services. All rights not expressly granted under this Agreement are expressly reserved to us. If you believe your rights under applicable copyright laws are being infringed, you may notify our designated personnel who assist us with our Copyright notice and takedown policies.
- Choice of Law and Forum. The Services are controlled by us from within the State of Florida, USA, although it may be accessed and used throughout the world. Subject to this Agreement, by submitting a registration or by accessing or using the Services, you and we each agree that the substantive laws of the State of Florida, USA will govern with respect to all matters relating to or arising from this Agreement, or the use (or inability to use) the Services, and that such laws will apply without regard to principles of conflict of laws. Subject to the dispute resolution procedures set forth above, you and we agree and hereby submit to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in Hillsborough County, Florida, USA with respect to such matters. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Services must be filed or otherwise commenced within one (1) year after such claim or cause of action arose or be forever barred.
- Miscellaneous Terms. Subject to the terms of this Agreement and our other operating rules and policies for the SALEM’S GRYOS & MORE® Sites, this Agreement constitutes the entire agreement between you and us with respect to the subject matter addressed herein, and governs your use of the Services, superseding any prior agreements between you and us relating to such subject matter, but this Agreement may be supplemented by any other agreement you enter into with us pursuant to a registration to access certain features of the SALEM’S GRYOS & MORE® Sites. The failure of us to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal or contractual effect.