Smart Online Order
Terms and Conditions
Acceptance of Terms of Service
By subscribing to Zaytech’s Smart Online Order as a user, you accept and agree to be bound by these Terms of Service, available at www.zaytech.com. Further, you must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including Zaytech’s Privacy Policy, the Copyright Policy, and, if applicable, the EU Privacy Policy, the Data Processing Agreement (“DPA”) and the CCPA Notice (collectively, the “Policies”), before you may sign up for a Smart Online Order Account or use any Zaytech Services. If you do not agree to these Terms of Service, you should not use Smart Online Order. Violation of any terms will result in the termination of your account. Questions about the Terms of Service may be sent to [email protected].
These Terms of Service, together with the Policies, constitute the entire agreement between you and Zaytech and supersede any previous agreements, written or oral, between you and Zaytech, including previous versions of Smart Online Order’s Terms of Service. Any failure of Zaytech to enforce or exercise a right provided in these terms is not a waiver of that right.
Changes to Terms of Service
Zaytech reserves the right, from time to time, with or without notice to you, to change these Terms of Service, including the Policies, at our sole and absolute discretion. Zaytech may also freely assign or transfer this Agreement. The most current version of these Terms of Service can be reviewed by visiting our website and clicking on “Smart Online Order Terms of Service” located at the bottom of the pages of the Zaytech website. The most current version of Smart Online Order’s Terms of Service will supersede all previous versions. We will endeavor to post the prior version(s) on our website when Smart Online Order’s Terms of Service are updated.
If any provision of this Agreement is declared void or unenforceable by any judicial authority, this shall not nullify the remaining provisions of the Agreement, which shall remain in full force and effect.
Account Terms Overview
You are responsible for using Smart Online Order privately and securely. Zaytech is not liable for any damage or loss due to unauthorized account access resulting from your actions, such as not logging out of Smart Online Order or sharing your account password.
Zaytech can refuse registration or cancel an account at its sole discretion at any time.
You may not use the Smart Online Order to distribute alcoholic beverages, tobacco, tobacco products, CBD, CBD products, marijuana, or marijuana products.
You may not use Smart Online Order for any illegal activity or to violate laws in your jurisdiction.
You may not use Smart Online Order to distribute unsolicited emails (“spam”) or malicious content such as viruses or worms.
You may not exploit Smart Online Order to access unauthorized information.
Zaytech reserves the right to modify, suspend, or discontinue Smart Online Order for any reason, with or without notice.
Abuse or excessively frequent requests for Smart Online Order may result in the temporary or permanent suspension of your account’s access to Smart Online Order. Zaytech, at its sole discretion, will determine abuse or excessive usage. Zaytech will make a reasonable attempt via email to warn the account owner before the suspension.
Zaytech owns intellectual property rights to any protectable part of Smart Online Order, including but not limited to the design, artwork, functionality, and documentation. You may not copy, modify, or reverse engineer any part of Smart Online Order by Zaytech. For more details, see below the Intellectual Property section of these Terms of Service.
You are responsible for the security of cardholder data you possess or otherwise store, process, or transmit on behalf of your customer, or to the extent that you could impact the security of your customer’s cardholder data.
User Conduct and Submissions
Any text, graphics, photographs, or other information communicated to Zaytech (collectively, “Content”) belongs to the person who posted such content. You may use any Content posted by you in any other way without restriction. You may only use Content posted by others in the ways described in these Terms of Service.
You give Zaytech a non-exclusive, free, worldwide license for the duration of the applicable author’s rights, to publish your Content. In addition to the right to publish, you also grant the following rights, without limitation: (i) the right to reproduce; (ii) the right to transfer, which includes the distribution via computer and networks; (iii) the right to edit, modify, adapt, arrange, improve, correct, translate, in all or part; (iv) the right to update/upgrade by adding or removing; and (v) the film right, perform or post the Content in any media. Except as described in our Privacy Policy, Zaytech will not be required to treat any Content as confidential.
Zaytech cannot control all Content posted by third parties to Smart Online Order, including to our user interfaces, and does not guarantee the accuracy, integrity, or quality of such Content. You understand that by using Smart Online Order you may be exposed to Content that you may find offensive, indecent, incorrect, or objectionable, and you agree that under no circumstances will Zaytech be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of any Content. You understand that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the content, integrity, and accuracy of such Content. If you would like to report objectionable materials, please contact [email protected]
By accessing Smart Online Order, you agree to use Smart Online Order, including all features and functionalities associated therewith, and all content associated therewith by all applicable laws, rules, regulations, or other restrictions on the use of Smart Online Order or Content therein. In addition, you agree not to upload, post, e-mail, or otherwise send or transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of Smart Online Order. You also agree not to interfere with the servers or networks connected to any portions of Smart Online Order or to violate any of the procedures, policies, or regulations of networks connected to Smart Online Order. You also agree not to impersonate any other person while using Smart Online Order, conduct yourself in a vulgar or offensive manner while using Smart Online Order, or use Smart Online Order for any unlawful purpose.
Use of Smart Online Order and any personally identifying information submitted through Smart Online Order, such as through our user interfaces containing community forums, is subject to our Privacy Policy, the terms of which are incorporated herein, and a copy of which is currently located at www.zaytech.com/privacy-policy. Please review our Privacy Policy to understand our practices. The date of any changes to our Privacy Policy will be noted at the bottom of the policy.
By using Smart Online Order, you are consenting to receive certain communications from us. For example, Zaytech may send you newsletters about new Zaytech features, special offers, promotional announcements, and customer surveys via email or other methods.
Please review our Privacy Policy for further details on our marketing communications. You can also find the unsubscribe instructions there. By using Smart Online Order, you consent to receive electronic communications from Zaytech. These communications may include notices about your account (for example, a change in password or Payment Method, confirmation e-mails, and other transactional information) and information concerning or related to our service. These communications are part of your relationship with Zaytech and you receive them as part of the Zaytech membership. You agree that any notice, agreements, disclosure, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
The member who created the Smart Online Order account and whose Payment Method is charged is referred to here as the “Account Owner”. The Account Owner has access and control over the Smart Online Order account. The Account Owner’s control is exercised through the use of the Account Owner’s password and therefore to maintain exclusive control, the Account Owner should not reveal the password to anyone. In addition, if the Account Owner wishes to prohibit others from contacting Zaytech Support, the Account Owner should notify Zaytech. BY SHARING THE SMART ONLINE ORDER ACCOUNT PASSWORD, THE ACCOUNT OWNER AGREES TO BE RESPONSIBLE FOR ASSURING THAT THE PERSONS WITH WHOM IT SHARES THE PASSWORD COMPLY WITH THE TERMS OF SERVICE, AND SUCH ACCOUNT OWNER SHALL BE RESPONSIBLE FOR THE ACTIONS OF SUCH PERSONS.
Any abuse or threatened abuse of other users of Smart Online Order or Zaytech personnel will result in immediate account termination.
Payment and Fees
If you are billed for Smart Online Order by one of our partners, its billing terms shall apply. To access Smart Online Order, you must have access to the Internet and must create an account on a paid-subscription basis. To use Smart Online Order, you must have a current valid credit card, which is required for the monthly subscription plan (auto-charge).
When you subscribe to Smart Online Order, your credit card will be billed according to current Zaytech rates for the selected subscription plan to prepay usage of Smart Online Order for the current period. For monthly plans, you will be charged subsequently on the same day of each month. If the billing date is the 29th — 31st, and the billing month does not contain this date, then the billing date will be adjusted to the last day of the current calendar month.
If you choose to upgrade or downgrade your subscription from one paid plan (“Old Plan”) to another paid plan (“New Plan”), your service will be switched immediately to the New Plan. The payment for the unused portion of service from your Old Plan will be credited toward the price of the New Plan. Your future monthly billing date will always remain the same. If the Plan change is a downgrade, a credit will be applied to future months and your next monthly fee will be charged when the credit from the Old Plan has been used. If the Plan change is an upgrade, you will be charged the remaining portion for the current billing period immediately, and subsequent months will be charged on your previously existing billing date. The remaining credit from the current billing period will be calculated based on the number of remaining days in the current billing month. Questions about Zaytech billing are directed to [email protected] and answered within 24 hours, Monday — Friday.
Zaytech does not provide refunds for Smart Online Orders.
Cancellation and Termination
You can cancel your paid subscription to Smart Online Order at any time by uninstalling the Smart Online Order application from your Clover. There will be no subsequent charges to your credit card after cancellation.
Features and Functionality
We reserve the right in our sole and absolute discretion to make changes from time to time and without notice in how we operate Smart Online Order. Any description of how Smart Online Order work should not be considered a representation or obligation concerning how Smart Online Order always will work. We are making constant adjustments to Smart Online Order and often these Terms of Service do not capture these adjustments completely.
The merchant is responsible for maintaining the accuracy of their Smart Online Order inventory through the use of the built-in Clean Inventory and Manual Sync features.
Anti-Corruption, Export, and Sanctions Compliance
Concerning these Terms of Service, you represent, warrant, and covenant that you:
have not and will not violate, or cause any party to violate, any applicable anti-bribery or anti-corruption law (including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute in 18 U.S.C. 201), anti-kickback laws, anti-money laundering, and anti-terrorist financing laws, sanctions, embargoes, export controls, import controls, anti-fraud laws, or any other applicable law, regulation, or order (collectively, “Applicable Laws”);
have not and will not use or apply Smart Online Order or our website in violation of Applicable Laws;
have not and will not with a corrupt, improper, or illegal intention directly or indirectly (through third parties) pay, provide, promise, offer, authorize, solicit, or accept any money, gift, hospitality, entertainment, favor, financial advantage, or other things of value to or from any individual, organization, political party, or entity whether in the public or private sector in any country to obtain, retain, or direct regulatory approvals, licenses, permits, business, contracts, investments, sales, tax or duty assessments, import or export clearances, foreign exchange clearances, or other advantages;
shall cause all of your employees, officers, directors, agents, contractors, vendors, and partners (collectively, “Relevant Parties”) to comply with all of the terms contained in this Anti-Corruption, Export, and Sanctions Compliance Section;
are not, and will ensure that your Relevant Parties and customers are not, (a) nationals, residents, agents or representatives of Iran, Cuba, North Korea, Syria, the Crimea Region of Ukraine, or any other region subject to comprehensive U.S. sanctions; (b) on the List of Specially Designated Nationals & Blocked Persons, the Sectoral Sanctions Identifications (SSI) List, or Foreign Sanctions Evaders List maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or any other applicable list of sanctioned, embargoed, blocked, criminal, or debarred persons maintained by any U.S. or non-U.S. government, the European Union, Interpol, the United Nations, the World Bank, or any other public international organization (each such list, a “Sanctions List”); (c) an entity that is 50% or more owned, individually or in the aggregate, directly or indirectly, by, is controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any person or entity on a Sanctions List; or (d) otherwise the target of any sanctions, suspensions, embargoes or debarment by the U.S. government or any other government or public international organization;
shall secure all necessary export/sanctions licenses or authorizations to the extent applicable and necessary;
shall implement an effective, risk-based compliance program and necessary internal controls (including, but not limited to, conducting sanctions screenings of your Relevant Parties and customers) to ensure compliance with Applicable Laws and this Anti-Corruption, Export, and Sanctions Compliance Section;
shall reasonably cooperate with Zaytech to (a) ensure compliance with sanctions, embargoes, and other Applicable Laws and/or (b) review and remediate actual or potential violations of sanctions or other Applicable Laws, including, but not limited to, suspending or terminating the supply of products or services to customers or other persons that appear on a Sanctions List or are otherwise the target of sanctions and other similar restrictions.
A violation of the foregoing representations, warranties, or covenants will constitute a material breach of these Terms, and, in the event of such a violation, Zaytech may, at its sole option, terminate this Agreement for cause and without further liability or obligation on the part of Zaytech. Any such breach will entitle Zaytech to seek to be indemnified by you and/or obtain injunctive and other equitable relief, in addition to any other remedies which may be available under Applicable Laws.
Identity Protection
You are responsible for updating and maintaining the truth and accuracy of the information you provide to us relating to your account. You are also responsible for maintaining the confidentiality of your account and password and for restricting access to your Smart Online Order account. If you disclose your password to anyone or share your account with other people, you take full responsibility for their actions. Where possible, users of public or shared networks should log out after each visit. If you find that you are a victim of identity theft and it involves a Smart Online Order account, you should notify us at [email protected]. Then, you should report this instance to all your card issuers, as well as your local law enforcement agency. Also, you should be mindful of any communication requesting that you submit credit card or other account information. Providing your information in response to these types of communications can result in identity theft. Always access your sensitive account information by going directly to the Smart Online Order website and not through a hyperlink in an email or any other electronic communication, even if it looks official. Zaytech reserves the right to place any account on hold anytime with or without notification to the member to protect itself and its partners from what it believes to be fraudulent activity. Zaytech is not obligated to credit or discount a membership for holds placed on the account by either a representative of Zaytech or by the automated processes of Zaytech.
Warranties
UNLESS EXPRESSLY outlined in THIS AGREEMENT, Zaytech MAKES NO WARRANTY, EXPRESS OR IMPLIED, concerning ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OR CONDITIONS OF NON INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. Zaytech DOES NOT WARRANT THE RESULTS OF USE OF ANY OF Smart Online Order, AND ACCOUNT HOLDER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO.
Limitation of Liability and Damages.
IN NO EVENT SHALL Zaytech, OR ITS SUBSIDIARIES, OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL OR INTANGIBLE DAMAGES OR LOSS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SMART ONLINE ORDER AND ALL CONTENTS AND SOFTWARE ASSOCIATED THEREWITH, OR OTHERWISE RELATED TO SMART ONLINE ORDER, INCLUDING ANY FEATURES OR FUNCTIONALITIES ASSOCIATED THEREWITH. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES FOR LOSSES ARISING FROM THE USE OR INABILITY TO USE SMART ONLINE ORDER, INCLUDING OUR WEBSITE AND USER INTERFACES, AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED THE AMOUNT OF YOUR PREVIOUS THREE (3) MONTHS OF FEES PAID TO ZAYTECH ON YOUR MEMBERSHIP PLAN. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS IN ITS ESSENTIAL PURPOSE. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION OR OTHER SECTIONS OF THESE TERMS OF SERVICE, INCLUDING ANY PORTION OF ANY POLICY, TO BE UNENFORCEABLE, THEN THOSE PORTIONS DEEMED UNENFORCEABLE SHALL BE SEVERED AND THE TERMS OF SERVICE SHALL BE ENFORCED ABSENT THOSE PROVISIONS AND ANY LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.
Indemnification
You shall indemnify Zaytech for damages, costs, and attorneys fees that Zaytech incurs from any third-party claim that (i) arise from your modification of Smart Online Order or (ii) the use by Zaytech of any materials provided to Zaytech by you for use in Smart Online Order infringe any patent, copyright, trademark, trade secret or other intellectual property right under the law. You shall assume the defense of any third-party claim with counsel reasonably satisfactory to Zaytech. Zaytech may employ its counsel in any such case and shall pay such counsel’s fees and expenses. You shall have the right to settle any claim for which indemnification is available; provided, however, that to the extent that such settlement requires Zaytech being indemnified to take or refrain from taking any action or purports to obligate Zaytech being indemnified, then you shall not settle such claim without the prior written consent of Zaytech, which consent shall not be unreasonably withheld, conditioned or delayed. THE PARTIES DISCLAIM THE IMPLIED WARRANTY OF NON-INFRINGEMENT, RELYING INSTEAD ON THE TERMS OF THIS SECTION.
Additional disclaimers or limitations of liability may be contained in the various third-party software, licensing, and service agreements you may have agreed to access Smart Online Order.
Intellectual Property
Copyright. Smart Online Order, including all content included on our user interfaces, or delivered to members as part of Smart Online Order, including, but not limited to, source code, data compilations, and software are the property of Zaytech or its licensors and are protected by the United States and international copyright, trade secret or other intellectual property laws and treaties. While Smart Online Order includes open-source software available for free, the compilation of all content and any software or other materials provided by Zaytech, or in connection with Smart Online Order are the exclusive property of Zaytech and its licensors and are protected by the copyright and trade secret laws in the territories in which the Products and Service operate and by international treaty provisions. Content shall not be reproduced or used without express written permission from Zaytech or its licensors. You agree to adhere to the restrictions outlined in these Terms of Service. You agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible from Zaytech, not to insert any code or product into or manipulate the content of Smart Online Order in any way, and not to use any data mining, data gathering or extraction method. Zaytech reserves the right to terminate your membership hereunder if Zaytech, in its sole and absolute discretion, believes that you violate Zaytech software restrictions, restrictions against copying Smart Online Order provided to you by us, or other unauthorized copying or use of our proprietary content in violation of the copyrights of Zaytech and its licensors. Zaytech does not promote, foster or condone the copying of third-party products or categories or any other infringing activity. While the use of Smart Online Order, including demos of online stores, store products, and services, is for your commercial use, such items proprietary to third parties are not. Please see the instructions at the end of these Terms of Service for notifying us of the presence of any allegedly infringing content of Smart Online Order, including any on the website, Zaytech.com.
Trademarks. Zaytech and Smart Online Order are registered trademarks of Zaytech. The Zaytech and Smart Online Order logo and zaytech.com are trademarks or service marks of Zaytech. Smart Online Order, including but not limited to their graphics, logos, page headers, button icons, scripts, and service names constitute the trade dress of Zaytech. The trademarks, service marks, and trade dress of Zaytech may not be used or reproduced without prior written approval from Zaytech and may not be used in connection with any product or service that is not affiliated with Zaytech, in any manner that is likely to confuse customers, in any manner that dilutes the rights of Zaytech, or in any manner that disparages or discredits Zaytech. Other trademarks that appear on the Zaytech website and user interfaces are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Zaytech. Any images of persons or personalities contained on the Zaytech website and user interfaces are not an indication or endorsement of Zaytech or any particular product or our service unless otherwise indicated.
Patents. Zaytech holds patents pending that apply to Smart Online Order and our operations.
Use of Information Submitted
Zaytech is free to use any comments, information, ideas, concepts, reviews, techniques, or any other material contained in any communication you may send to us (“Feedback”), including responses to questionnaires or through postings to Smart Online Order, including the Zaytech website and user interfaces, without further compensation, acknowledgment or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving Smart Online Order. Furthermore, by posting any Feedback on our site, submitting Feedback to us, or responding to questionnaires, you grant us a perpetual, worldwide, non-exclusive, royalty-free irrevocable license, including the right to sublicense such right, and right to display, use, reproduce or modify the Feedback submitted in any media, software or technology of any kind now existing or developed in the future.
Please note Zaytech does not accept unsolicited materials or ideas for use or publication and is not responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to Zaytech. Should you send any unsolicited materials or ideas, you do so with the understanding that no additional consideration of any sort will be provided to you, and you are waiving any claim against Zaytech and its affiliates regarding the use of such materials and ideas, even if the material or an idea is used that is substantially similar to the idea you sent.
Service Testing
From time to time, we test various aspects of our Products and Services, including Smart Online Order, other user interfaces, service levels, plans, promotions, features, delivery, and pricing, and we reserve the right to include you in or exclude you from these tests without notice.
Technical Support
If you need assistance with your account, you may find answers using our resources and contacts found here: https://docs.zaytech.com/knowledge. You can also reach us with technical support questions at [email protected] or (925) 414 – 3848.
Limitations on Use
You must be 18 years of age or older to become a user of Smart Online Order. In certain jurisdictions, the age of majority may be older than 18, in which case you must satisfy that age to become a user. While individuals under the age of 18 may utilize Smart Online Order, they may do so only with the involvement of a parent or legal guardian, under such person’s account, and otherwise subject to these Terms of Service. While Zaytech does distribute products that may be used by children, Smart Online Order is not intended to be used by children, without the involvement, supervision, and approval of a parent or legal guardian (see also “Parental Controls”). Unless otherwise specified, we grant you a limited, non-exclusive, non-transferable, license to access Smart Online Order. Except for the foregoing limited license, no right, title, or interest shall be transferred to you. You may not download (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms of Service), modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, Smart Online Order, without our express written consent. Zaytech does not promote, foster or condone the copying of third-party content, or any other infringing activity. You may not circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in Smart Online Order. You may not frame or utilize any framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Zaytech without our express written consent. You may not purchase search terms or use any meta tags or any other “hidden text” utilizing the Zaytech name or trademarks without our express written consent. Any unauthorized use of Smart Online Order or its contents will terminate the limited license granted by us and will result in the cancellation of your subscription.
Claims of Copyright Infringement
It is the policy of Zaytech to respect the intellectual property rights of others. Zaytech does not condone the unauthorized reproduction or distribution of copyrighted content. If you believe your work has been reproduced or distributed in a way that constitutes copyright infringement or is aware of any infringing material available through Smart Online Order, please view our Copyright Policy for explicit instructions on how to address the issue.
Governing Law
These Terms of Service shall be governed by and construed by the laws of the state of California, U.S.A. without regard to conflict of laws provisions. If any provision or provisions of these terms shall be held to be invalid, illegal, unenforceable, or in conflict with the law of any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and shall remain in full force and effect.