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Terms & Conditions

Last Revised: 11-29-23

 

OrderSencillo LLC, a Washington limited liability company (“OrderSencillo”) operates a listing platform that connects restaurants and suppliers to products through its website, [www.ordersencillo.com], (the “Site”). The Site offers user created Order Guides as well as user created Catalogs to transmit information between users, (the “Posts”). Your use of the Site is governed by this Terms of Use Agreement (“Agreement”), and by using the Site you accept the Agreement’s terms. If you do not agree with this Agreement’s terms, do not use the Site.

 

The Site is not targeted towards, nor intended for use by, anyone under the age of thirteen (13). If you are under the age thirteen (13) you may not use the Site. 

 

  1. The Services

 

Connections. The Site allows you to list or request products in either a “Restaurant” or “Supplier” capacity.

 

As a Restaurant, you will be able to connect with Suppliers, or as a Supplier, with other Restaurants, via request. Both the Restaurant and Supplier must mutually agree to be connected. Only mutually connected Restaurants and Suppliers may view each other’s product offerings (“Posts”).

 

Creating Order Guides. Once connected, a Supplier will be able to Post its catalog of products for sale to each Restaurant for a Supplier's choice of price. A Supplier can set a single price for one item across all the restaurants the Supplier is connected to, or in the alternative, price items individually for a specific restaurant or restaurant group. Please take care in reviewing the accuracy of your Post prior to publishing it. It is solely your responsibility to delete any Post that you created that contains an error, and to verify pricing for each item to a restaurant on an ongoing basis.

 

Once connected, a Restaurant will be able to view products from each supplier the Restaurant is connected to. A Restaurant will be able to put together a request (an “Order Guide”) for the products it is interested in from a supplier and submit that Order Guide to said supplier. The supplier will be able to confirm the Order Guide or limit but not exceed the quantity of an item the Restaurant has requested.

 

Transactions with other Users. If you and another user decide to enter into a transaction, all elements of the transaction (including any exchange of payment) must occur outside of the Site; the Site is not designed to enable you to exchange payment with another user or to otherwise facilitate transactions (beyond making Order Guides visible), and you should not attempt to use the Site for such purposes. OrderSencillo has no role, as an agent, broker or otherwise, in negotiating any element of any transaction between you and any other person or entity.

 

Site Access. To access the Site, you must provide (a) your contact information; (b) a method of payment to OrderSencillo’s payment processors (to cover fees related to OrderSencillo’s services); and (c) payment of the applicable fees.

 

 

 

 

 

 

 

 

  1. Use of Site

 

Permitted Use; User Requirements. You may use the Site pursuant to the terms of this Agreement and for the sole purpose of accessing the services described in Section I above (“Permitted Use”). When using the Site it is solely your responsibility to, and you will:

 

  1. comply with all applicable state, local, federal and international laws and regulations applicable to your use of the Site, including but not limited to laws and regulations governing brokers or other agents, advertising, or product labeling;

 

  1. assess the reputably of any individual or entity that posts on the Site, using your own judgment in determining whether to enter a transaction with such individual or entity;

 

  1. review communications received through the Site consistently and promptly;

 

  1. ensure Posts you create contain accurate and current information, including but not limited to information regarding the price and quantity of goods you wish to buy or sell;

 

  1. hold confidential your account password and other log-in details and promptly notify OrderSencillo if you become aware that a third party has access to such details;

 

  1. promptly notify OrderSencillo if you become aware of any error, defect or other problem relating to any feature of the Site; and

 

  1. ensure that any logo, image or other materials you make visible on the Site do not infringe upon the copyright, trademark or other intellectual property rights of any third-party.

 

Specific Limits on Use. Without limiting the foregoing, you specifically agree not to use the Site in a manner that:

 

  1. harasses, threatens, or otherwise violates the rights of any other party;

 

  1. is fraudulent or deceptive;

 

  1. makes improper use of the Content (as defined in Section III);

 

  1. uses technology or other means to access OrderSencillo network or other users’ accounts;

 

  1. introduces viruses or other programs that interrupt, destroy, or limit the functionality of the Site; 

 

  1. involves uploading or transferring information to the Site that (i) is obscene, libelous, blasphemous, defamatory, inciting hatred, terrorism or any similar offense, (ii) is unlawful or misleading, (iii) infringes upon any third party’s intellectual property rights, privacy rights or other similar legal rights, or (iv) is determined by OrderSencillo, in its sole discretion, to be unsuitable; or

 

  1. otherwise violates this Agreement or applicable law.

 

  1. Copyright, Trademarks

 

Marks. All trademarks, service marks, graphics, and logos used in connection with the Site are trade names, trademarks or registered trademarks of either OrderSencillo (“OrderSencillo Marks”) or other owners (“Third Party Marks”).

 

  • The Site, including all OrderSencillo Marks, Third Party Marks, designs, text, graphics, pictures, information, data, software, sound files, other files thereon, as well as the selection and arrangement thereof, (“Content”) are the property of OrderSencillo or its licensors. The Content is protected by United States’ intellectual property laws, and it may not be copied or used, in whole or in part, without the prior written permission of OrderSencillo or the applicable trademark holder.

 

Your Rights. If you believe any material available via the Site infringes a copyright, trademark other intellectual property right that you own or control, contact OrderSencillo using the contact information below. OrderSencillo will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Site.

 

  1. License

 

Grant of License.  OrderSencillo grants you a personal, non-exclusive, non-transferable, limited, and revocable license to use the Site for the Permitted Use and in accordance with this Agreement (“License”). All rights not expressly granted by OrderSencillo are reserved, and nothing in this Agreement will be construed as transferring or assigning in any manner (whether by implication, estoppel or otherwise) any title or ownership of, or exclusive use-rights to, any intellectual property or other right of OrderSencillo. You are specifically prohibited from reproducing, redistributing, selling, creating derivative works from, decompiling, reverse engineering, or disassembling the Site or the Content.

 

Termination of License.  OrderSencillo reserves the right, in its sole discretion, to terminate your License, delete your user account and Posts, or block your future access to the Site (or take any combination of the foregoing actions) if: (a) it reasonably believes you have violated this Agreement; (b) you do not access your user account for a period of 180 consecutive months; (c) you fail to pay any applicable  Subscription or Percentage  Fee or other amount due to OrderSencillo; (d) OrderSencillo receives one or more complaints related to your use of the Site; or (e) for any other lawful business reason in OrderSencillo’s discretion.

 

  1. Fees

 

To use the Site, users must pay OrderSencillo a subscription fee with a method of payment to be on file with OrderSencillo’s payment processors. The subscription will be set by OrderSencillo, charged monthly, recurring on the user’s initial sign-up date (the “Bill Date”). Should a user cancel their subscription with OrderSencillo, no refund will be issued for the remainder of the canceled month.

 

In addition to a subscription fee, Supplier users of the Site will be charged 0.5% of their monthly total Order Guides confirmed through OrderSencillo. This charge will be based on the original agreed upon Order Guide from Supplier and Restaurant, and not changed for returns, credits, or any other deductions not included in the confirmed Order Guide on OrderSencillo. This payment will be charged on the next Bill Date from the method of payment on file with OrderSencillo’s payment processors. Should a user cancel their subscription with OrderSencillo, this additional fee’s charge will act as the final transaction between user and OrderSencillo.

 

OrderSencillo reserves the right to change the subscription fee and additional Supplier fee at any time and will, with good faith effort, notify its users of changes to its fees thirty (30) days in advance of any change by a method determined by OrderSencillo. To obtain a copy of the current fee schedule, contact OrderSencillo using the contact information provided in Section XIII.

 

Neither fee is refundable.

 

 

 

 

  1. Disclaimers; Liability Limits

 

No Representations or Warranties.  OrderSencillo will make reasonable efforts to ensure that access to the Site is available at all times, subject to planned and emergency downtime. However, the Site is provided to you strictly on an “AS-IS” basis. All representations and warranties, whether express or implied, statutorily or otherwise (including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights) are hereby disclaimed to the maximum extent permitted by applicable law.  Without limiting the foregoing, OrderSencillo explicitly disclaims any representation or warranty:

 

  1. concerning the accuracy of any Post or other content submitted by any user, including any pricing or quantity information contained in any Post;

 

  1. concerning any user’s ability to complete a purchase or sale described in a Post;

 

  1. that a user will sell or buy goods at the price and as otherwise described in the user’s Post;

 

  1. that you will find a willing buyer or seller through use of the Site;

 

  1. that product you purchase from the Site user will conform to any applicable health, safety or quality laws or standards;

 

  1. that product you purchase from the Site user will conform to any sizing or other specifications you may have; 

 

  1. that the Site will be uninterrupted or error-free; or

 

  1. that OrderSencillo will continue to support any particular feature of the Site. 

 

Limited Liability.  YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE SITE SHALL BE LIMITED IN THE AGGREGATE TO THE APPLICABLE SUBSCRIPTION FEE PAID BY YOU TO ORDERSENCILLO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

 

IN NO EVENT SHALL ORDERSENCILLO BE LIABLE FOR: ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR GOODWILL OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES BY YOU) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;  ANY DELAY OR FAILURE TO PROVIDE THE SITE THAT IS DUE TO THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, INTERNET SERVICE PROVIDERS, DATA CENTERS, SERVER HOSTING COMPANIES AND TELECOMMUNICATIONS COMPANIES; OR CREDIT CARD FRAUD COMMITTED AGAINST YOU BY ANY THIRD PARTY PROVIDER OF CREDIT CARD SERVICES.

Indemnification. YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ORDERSENCILLO AND ITS MEMBERS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL THIRD PARTY ACTIONS THAT: (A) ARISE FROM YOUR USE OF THE SITE; (B) ASSERT A VIOLATION BY YOU OF ANY TERM OF THIS AGREEMENT OR ANY STATE, LOCAL, FEDERAL OR INTERNATIONAL LAW OR REGULATION; OR (C) ASSERT THAT ANY INFORMATION OR CONTENT THAT YOU UPLOAD, TRANSFER, OR STORE USING THE SITE VIOLATES ANY LAW OR INFRINGES UPON ANY THIRD PARTY RIGHT, INCLUDING ANY INTELLECTUAL PROPERTY OR PRIVACY RIGHT. ORDERSENCILLO RESERVES the right to assume the exclusive defense and control of any matter subject to indemnification, in which event you will cooperate in asserting any available defenses.

  1. Submission of Feedback

 

You may provide suggestions, enhancement requests, recommendations, and other feedback to improve the Site (“Feedback”). OrderSencillo may, but has no obligation to, incorporate your Feedback into the Site. You hereby disclaim any ownership in any Feedback you provide to OrderSencillo, and you hereby (and agree to in the future) assign all right, title, and interest in and to any Feedback provided to OrderSencillo.

 

  1. Third Party Content; Providers

 

Third Party Content. OrderSencillo may provide third party content on the Site (such as advertising), and it may provide links to third-party content (such as other applications or websites) (collectively, “Third-Party Content”). OrderSencillo does not control, endorse or adopt any Third-Party Content, is not responsible or liable in any manner for any Third-Party Content, and undertakes no responsibility to update or review Third-Party Content. You access and use Third-Party Content at your own risk. You should review the policies, including privacy and data gathering policies, of any site or application to which you navigate to from the Site. 

 

Third Party Providers. OrderSencillo uses certain third-parties such as Amazon Web Services(AWS) through Bubble, Sendgrid, Stripe, Twillio, and Google (“Third-Party Providers”) to facilitate payment and credit card processing, to collect GPS and other information, and to distribute email or SMS communications (as further described in the OrderSencillo Privacy Statement). You may be redirected to the websites or applications of such Third-Party Providers to create user accounts that work in conjunction with OrderSencillo. You must comply with any flow down terms and conditions provided by any such Third-Party Provider, including but not limited to, any end-user license agreements, privacy statements or other agreements entered into with such Third-Party Providers. You hereby agree to release and hold harmless OrderSencillo from any damages or claims arising from your relationship with any Third-Party Provider.

 

  1. Term and Termination

The term of this Agreement shall commence on the date you first access or use the Site and shall continue until terminated by OrderSencillo.  Upon termination of this Agreement: (a) the License and any other rights and licenses granted to you herein shall terminate; (b) you shall cease all use of the Site; and (c) OrderSencillo may in its own discretion remove and/or purge your Posts and other data from the system.  The following provisions will survive the termination of this Agreement: “Third Party Content; Providers; “Submission of Feedback”; “Disclaimers; Liability Limits”; “Modifications to the Agreement and Site”; “Governing Law; Disputes”; “Interpretation; Severability; Waiver; Remedies.” Further, your obligation to not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Site or the Content, or to take any measures to interfere with or damage the Site or Content, will survive the termination of this Agreement.

 

  1. Modifications to the Agreement and Site

 

Modifications to Agreement. This Agreement governs your use of the Site, including any updated or modified version of the Site, unless a separate Terms of Use agreement accompanies such updated or modified version, in which case the separate Terms of Use agreement will apply. OrderSencillo may modify this Agreement at any time and at its sole discretion by posting a revised Agreement on the Site. Your continued use of the Site following any such modification will constitute acceptance of the modification.

 

Modification or Termination of Site. OrderSencillo reserves the right to modify or discontinue, temporarily or permanently, the Site or any features or portions thereof without prior notice. OrderSencillo will not be liable for any modification, suspension or discontinuance of the Site or any part thereof.

 

XI.Governing Law; Disputes

This Agreement and your use of the Site is governed by the laws of the state of Washington, United States of America, without regard to Washington’s conflict of laws rules.

Any action arising out of or relating to this Agreement will be subject to mandatory arbitration.  Any dispute will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Vancouver, Washington. The AAA rules will govern payment of all arbitration fees. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, and trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Vancouver, Washington to resolve your claim. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are prohibited.

 

XII.Interpretation; Severability; Waiver; Remedies

Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by OrderSencillo in exercising any right hereunder will waive any further exercise of that right. OrderSencillo’s rights and remedies hereunder are cumulative and not exclusive.

 

XIII.Questions or Complaints

 

Please direct any question or complaints related to this Agreement to:

 

Mailing:       OrderSencillo, LLC

                       1361 NW Eagle Street

                       Camas, Washington 98607

              

Email: Customerservice@ordersencillo.com

Terms of Use

Last Revised: 11-29-23

 

OrderSencillo LLC, a Washington limited liability company (“OrderSencillo”) operates a listing platform that connects restaurants and suppliers to products through its website, [www.ordersencillo.com], (the “Site”). The Site offers user created Order Guides as well as user created Catalogs to transmit information between users, (the “Posts”). Your use of the Site is governed by this Terms of Use Agreement (“Agreement”), and by using the Site you accept the Agreement’s terms. If you do not agree with this Agreement’s terms, do not use the Site.

 

The Site is not targeted towards, nor intended for use by, anyone under the age of thirteen (13). If you are under the age thirteen (13) you may not use the Site. 

 

  1. The Services

 

Connections. The Site allows you to list or request products in either a “Restaurant” or “Supplier” capacity.

 

As a Restaurant, you will be able to connect with Suppliers, or as a Supplier, with other Restaurants, via request. Both the Restaurant and Supplier must mutually agree to be connected. Only mutually connected Restaurants and Suppliers may view each other’s product offerings (“Posts”).

 

Creating Order Guides. Once connected, a Supplier will be able to Post its catalog of products for sale to each Restaurant for a Supplier's choice of price. A Supplier can set a single price for one item across all the restaurants the Supplier is connected to, or in the alternative, price items individually for a specific restaurant or restaurant group. Please take care in reviewing the accuracy of your Post prior to publishing it. It is solely your responsibility to delete any Post that you created that contains an error, and to verify pricing for each item to a restaurant on an ongoing basis.

 

Once connected, a Restaurant will be able to view products from each supplier the Restaurant is connected to. A Restaurant will be able to put together a request (an “Order Guide”) for the products it is interested in from a supplier and submit that Order Guide to said supplier. The supplier will be able to confirm the Order Guide or limit but not exceed the quantity of an item the Restaurant has requested.

 

Transactions with other Users. If you and another user decide to enter into a transaction, all elements of the transaction (including any exchange of payment) must occur outside of the Site; the Site is not designed to enable you to exchange payment with another user or to otherwise facilitate transactions (beyond making Order Guides visible), and you should not attempt to use the Site for such purposes. OrderSencillo has no role, as an agent, broker or otherwise, in negotiating any element of any transaction between you and any other person or entity.

 

Site Access. To access the Site, you must provide (a) your contact information; (b) a method of payment to OrderSencillo’s payment processors (to cover fees related to OrderSencillo’s services); and (c) payment of the applicable fees.

 

 

 

 

 

 

 

 

  1. Use of Site

 

Permitted Use; User Requirements. You may use the Site pursuant to the terms of this Agreement and for the sole purpose of accessing the services described in Section I above (“Permitted Use”). When using the Site it is solely your responsibility to, and you will:

 

  1. comply with all applicable state, local, federal and international laws and regulations applicable to your use of the Site, including but not limited to laws and regulations governing brokers or other agents, advertising, or product labeling;

 

  1. assess the reputably of any individual or entity that posts on the Site, using your own judgment in determining whether to enter a transaction with such individual or entity;

 

  1. review communications received through the Site consistently and promptly;

 

  1. ensure Posts you create contain accurate and current information, including but not limited to information regarding the price and quantity of goods you wish to buy or sell;

 

  1. hold confidential your account password and other log-in details and promptly notify OrderSencillo if you become aware that a third party has access to such details;

 

  1. promptly notify OrderSencillo if you become aware of any error, defect or other problem relating to any feature of the Site; and

 

  1. ensure that any logo, image or other materials you make visible on the Site do not infringe upon the copyright, trademark or other intellectual property rights of any third-party.

 

Specific Limits on Use. Without limiting the foregoing, you specifically agree not to use the Site in a manner that:

 

  1. harasses, threatens, or otherwise violates the rights of any other party;

 

  1. is fraudulent or deceptive;

 

  1. makes improper use of the Content (as defined in Section III);

 

  1. uses technology or other means to access OrderSencillo network or other users’ accounts;

 

  1. introduces viruses or other programs that interrupt, destroy, or limit the functionality of the Site; 

 

  1. involves uploading or transferring information to the Site that (i) is obscene, libelous, blasphemous, defamatory, inciting hatred, terrorism or any similar offense, (ii) is unlawful or misleading, (iii) infringes upon any third party’s intellectual property rights, privacy rights or other similar legal rights, or (iv) is determined by OrderSencillo, in its sole discretion, to be unsuitable; or

 

  1. otherwise violates this Agreement or applicable law.

 

  1. Copyright, Trademarks

 

Marks. All trademarks, service marks, graphics, and logos used in connection with the Site are trade names, trademarks or registered trademarks of either OrderSencillo (“OrderSencillo Marks”) or other owners (“Third Party Marks”).

 

  • The Site, including all OrderSencillo Marks, Third Party Marks, designs, text, graphics, pictures, information, data, software, sound files, other files thereon, as well as the selection and arrangement thereof, (“Content”) are the property of OrderSencillo or its licensors. The Content is protected by United States’ intellectual property laws, and it may not be copied or used, in whole or in part, without the prior written permission of OrderSencillo or the applicable trademark holder.

 

Your Rights. If you believe any material available via the Site infringes a copyright, trademark other intellectual property right that you own or control, contact OrderSencillo using the contact information below. OrderSencillo will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Site.

 

  1. License

 

Grant of License.  OrderSencillo grants you a personal, non-exclusive, non-transferable, limited, and revocable license to use the Site for the Permitted Use and in accordance with this Agreement (“License”). All rights not expressly granted by OrderSencillo are reserved, and nothing in this Agreement will be construed as transferring or assigning in any manner (whether by implication, estoppel or otherwise) any title or ownership of, or exclusive use-rights to, any intellectual property or other right of OrderSencillo. You are specifically prohibited from reproducing, redistributing, selling, creating derivative works from, decompiling, reverse engineering, or disassembling the Site or the Content.

 

Termination of License.  OrderSencillo reserves the right, in its sole discretion, to terminate your License, delete your user account and Posts, or block your future access to the Site (or take any combination of the foregoing actions) if: (a) it reasonably believes you have violated this Agreement; (b) you do not access your user account for a period of 180 consecutive months; (c) you fail to pay any applicable  Subscription or Percentage  Fee or other amount due to OrderSencillo; (d) OrderSencillo receives one or more complaints related to your use of the Site; or (e) for any other lawful business reason in OrderSencillo’s discretion.

 

  1. Fees

 

To use the Site, users must pay OrderSencillo a subscription fee with a method of payment to be on file with OrderSencillo’s payment processors. The subscription will be set by OrderSencillo, charged monthly, recurring on the user’s initial sign-up date (the “Bill Date”). Should a user cancel their subscription with OrderSencillo, no refund will be issued for the remainder of the canceled month.

 

In addition to a subscription fee, Supplier users of the Site will be charged 0.5% of their monthly total Order Guides confirmed through OrderSencillo. This charge will be based on the original agreed upon Order Guide from Supplier and Restaurant, and not changed for returns, credits, or any other deductions not included in the confirmed Order Guide on OrderSencillo. This payment will be charged on the next Bill Date from the method of payment on file with OrderSencillo’s payment processors. Should a user cancel their subscription with OrderSencillo, this additional fee’s charge will act as the final transaction between user and OrderSencillo.

 

OrderSencillo reserves the right to change the subscription fee and additional Supplier fee at any time and will, with good faith effort, notify its users of changes to its fees thirty (30) days in advance of any change by a method determined by OrderSencillo. To obtain a copy of the current fee schedule, contact OrderSencillo using the contact information provided in Section XIII.

 

Neither fee is refundable.

 

 

 

 

  1. Disclaimers; Liability Limits

 

No Representations or Warranties.  OrderSencillo will make reasonable efforts to ensure that access to the Site is available at all times, subject to planned and emergency downtime. However, the Site is provided to you strictly on an “AS-IS” basis. All representations and warranties, whether express or implied, statutorily or otherwise (including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights) are hereby disclaimed to the maximum extent permitted by applicable law.  Without limiting the foregoing, OrderSencillo explicitly disclaims any representation or warranty:

 

  1. concerning the accuracy of any Post or other content submitted by any user, including any pricing or quantity information contained in any Post;

 

  1. concerning any user’s ability to complete a purchase or sale described in a Post;

 

  1. that a user will sell or buy goods at the price and as otherwise described in the user’s Post;

 

  1. that you will find a willing buyer or seller through use of the Site;

 

  1. that product you purchase from the Site user will conform to any applicable health, safety or quality laws or standards;

 

  1. that product you purchase from the Site user will conform to any sizing or other specifications you may have; 

 

  1. that the Site will be uninterrupted or error-free; or

 

  1. that OrderSencillo will continue to support any particular feature of the Site. 

 

Limited Liability.  YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE SITE SHALL BE LIMITED IN THE AGGREGATE TO THE APPLICABLE SUBSCRIPTION FEE PAID BY YOU TO ORDERSENCILLO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

 

IN NO EVENT SHALL ORDERSENCILLO BE LIABLE FOR: ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR GOODWILL OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES BY YOU) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;  ANY DELAY OR FAILURE TO PROVIDE THE SITE THAT IS DUE TO THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, INTERNET SERVICE PROVIDERS, DATA CENTERS, SERVER HOSTING COMPANIES AND TELECOMMUNICATIONS COMPANIES; OR CREDIT CARD FRAUD COMMITTED AGAINST YOU BY ANY THIRD PARTY PROVIDER OF CREDIT CARD SERVICES.

Indemnification. YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ORDERSENCILLO AND ITS MEMBERS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL THIRD PARTY ACTIONS THAT: (A) ARISE FROM YOUR USE OF THE SITE; (B) ASSERT A VIOLATION BY YOU OF ANY TERM OF THIS AGREEMENT OR ANY STATE, LOCAL, FEDERAL OR INTERNATIONAL LAW OR REGULATION; OR (C) ASSERT THAT ANY INFORMATION OR CONTENT THAT YOU UPLOAD, TRANSFER, OR STORE USING THE SITE VIOLATES ANY LAW OR INFRINGES UPON ANY THIRD PARTY RIGHT, INCLUDING ANY INTELLECTUAL PROPERTY OR PRIVACY RIGHT. ORDERSENCILLO RESERVES the right to assume the exclusive defense and control of any matter subject to indemnification, in which event you will cooperate in asserting any available defenses.

  1. Submission of Feedback

 

You may provide suggestions, enhancement requests, recommendations, and other feedback to improve the Site (“Feedback”). OrderSencillo may, but has no obligation to, incorporate your Feedback into the Site. You hereby disclaim any ownership in any Feedback you provide to OrderSencillo, and you hereby (and agree to in the future) assign all right, title, and interest in and to any Feedback provided to OrderSencillo.

 

  1. Third Party Content; Providers

 

Third Party Content. OrderSencillo may provide third party content on the Site (such as advertising), and it may provide links to third-party content (such as other applications or websites) (collectively, “Third-Party Content”). OrderSencillo does not control, endorse or adopt any Third-Party Content, is not responsible or liable in any manner for any Third-Party Content, and undertakes no responsibility to update or review Third-Party Content. You access and use Third-Party Content at your own risk. You should review the policies, including privacy and data gathering policies, of any site or application to which you navigate to from the Site. 

 

Third Party Providers. OrderSencillo uses certain third-parties such as Amazon Web Services(AWS) through Bubble, Sendgrid, Stripe, Twillio, and Google (“Third-Party Providers”) to facilitate payment and credit card processing, to collect GPS and other information, and to distribute email or SMS communications (as further described in the OrderSencillo Privacy Statement). You may be redirected to the websites or applications of such Third-Party Providers to create user accounts that work in conjunction with OrderSencillo. You must comply with any flow down terms and conditions provided by any such Third-Party Provider, including but not limited to, any end-user license agreements, privacy statements or other agreements entered into with such Third-Party Providers. You hereby agree to release and hold harmless OrderSencillo from any damages or claims arising from your relationship with any Third-Party Provider.

 

  1. Term and Termination

The term of this Agreement shall commence on the date you first access or use the Site and shall continue until terminated by OrderSencillo.  Upon termination of this Agreement: (a) the License and any other rights and licenses granted to you herein shall terminate; (b) you shall cease all use of the Site; and (c) OrderSencillo may in its own discretion remove and/or purge your Posts and other data from the system.  The following provisions will survive the termination of this Agreement: “Third Party Content; Providers; “Submission of Feedback”; “Disclaimers; Liability Limits”; “Modifications to the Agreement and Site”; “Governing Law; Disputes”; “Interpretation; Severability; Waiver; Remedies.” Further, your obligation to not reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Site or the Content, or to take any measures to interfere with or damage the Site or Content, will survive the termination of this Agreement.

 

  1. Modifications to the Agreement and Site

 

Modifications to Agreement. This Agreement governs your use of the Site, including any updated or modified version of the Site, unless a separate Terms of Use agreement accompanies such updated or modified version, in which case the separate Terms of Use agreement will apply. OrderSencillo may modify this Agreement at any time and at its sole discretion by posting a revised Agreement on the Site. Your continued use of the Site following any such modification will constitute acceptance of the modification.

 

Modification or Termination of Site. OrderSencillo reserves the right to modify or discontinue, temporarily or permanently, the Site or any features or portions thereof without prior notice. OrderSencillo will not be liable for any modification, suspension or discontinuance of the Site or any part thereof.

 

XI.Governing Law; Disputes

This Agreement and your use of the Site is governed by the laws of the state of Washington, United States of America, without regard to Washington’s conflict of laws rules.

Any action arising out of or relating to this Agreement will be subject to mandatory arbitration.  Any dispute will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Vancouver, Washington. The AAA rules will govern payment of all arbitration fees. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, and trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Vancouver, Washington to resolve your claim. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are prohibited.

 

XII.Interpretation; Severability; Waiver; Remedies

Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by OrderSencillo in exercising any right hereunder will waive any further exercise of that right. OrderSencillo’s rights and remedies hereunder are cumulative and not exclusive.

 

XIII.Questions or Complaints

 

Please direct any question or complaints related to this Agreement to:

 

Mailing:       OrderSencillo, LLC

                       1361 NW Eagle Street

                       Camas, Washington 98607

              

Email: Customerservice@ordersencillo.com

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