Grazzy Enterprise Website Terms and Conditions
These Terms & Conditions:
The submission of information to Grazzy (as defined below), and access to, and use of the “Grazzy Platform” (located at app.grazzy.com), and the services provided thereon and certain Grazzy Branded Assets (each as further defined in one or more “Service Orders” referring to these Terms and Conditions) (collectively, the “Service”) are subject to the following contractually binding terms and conditions (the “Terms and Conditions” or the “Agreement”).
If you are viewing, using, or accessing the Service, the company or other organization you represent is a “Customer”. You represent that you are an authorized agent of Customer having authority to bind Customer to these Terms and Conditions and that Customer is not engaged in any competing online hospitality tipping service. No person or entity engaged in such a competitive service is permitted to view, use, or access the Grazzy Platform. By viewing, using, or accessing the Service, Customer represents and warrants that Customer is not a competitor of Grazzy, or any of its affiliates (collectively, “Grazzy”), nor acting on behalf of a competitor of Grazzy in registering for or accessing the Service.
By viewing, using, or accessing the Service, Customer agrees that these Terms and Conditions are a binding legal agreement between Customer and Grazzy. Customer also agrees to be contractually bound by the Privacy Notice, which is available by hyperlink at the top of this page. If Customer does not agree to these Terms and Conditions, Customer is prohibited from viewing, using, or accessing the Service and must immediately discontinue viewing, using, and/or accessing the Service. Grazzy may update these Terms and Conditions at any time, with or without notice to Customer. Customer is responsible for frequently reviewing these Terms and Conditions. The latest version of the Terms and Conditions is available on the Grazzy Platform. Customer agrees that it is responsible for its users’, employees’ and independent contractors’ use of the Service and their compliance with the terms hereof.
Customer represents and warrants that the information Customer provides when creating an account is true, accurate, complete, and current. Each Customer user, employee and independent contractor who creates an account on the Grazzy Platform must maintain a valid email address and a password, which shall be utilized when accessing the Grazzy Platform through Customer’s account. Customer’s authorized users are not permitted to share their individual login information with others. Grazzy has the right to refuse services to Customer and/or any Customer user, employee or independent contractor who fails to abide by the Terms and Conditions or abuses its rights related to the Service.
Grazzy utilizes email as a vital and primary communication channel with Customer, who hereby acknowledges and grants Grazzy the permission to communicate with it via email (as well as other communication channels, such as by phone) for any purposes Grazzy determines to be relevant, including, but not limited to, system messages, product updates, service announcements, and other marketing messages. Customer acknowledges and agrees that Grazzy may record telephone and other electronic communications it has with Customer for Grazzy’s internal business purposes, including, but not limited to, training and quality assurance purposes.
Customer may submit to Grazzy descriptions, photographs, images, videos (which may include sound and/or music), graphics and financial information, contacts, or other information (collectively, the “Submitted Content”) for use on the Grazzy Platform. By submitting content, Customer represents, warrants, and agrees that: (a) Customer owns or has the full right, power, and authority to grant to Grazzy use of and rights in and to all Submitted Content that Customer uploads, posts, emails, or otherwise transmits to Grazzy; (b) Customer’s license of such content to Grazzy hereunder does not, and the use or license of such content by Grazzy to third parties will not, infringe any right or interest owned or possessed by any third party; (c) there are no claims, judgments, or settlements to be paid by Customer, or pending claims or litigation relating to such content; and (d) Customer will fully indemnify Grazzy against any and all damages or other losses, and any related attorney’s fees, other fees, and/or expenses, incurred by Grazzy as a result of any breach of the foregoing representations or in connection with Customer’s Submitted Content, including, without limitation, as a result of any claim brought by a third party in connection with Customer’s Submitted Content, whether or not such claim prevails. With respect to all Submitted Content Customer has uploaded in the past or elects to upload in the future, posts, emails, or otherwise transmits to or via the Service, Grazzy acknowledges that Customer retains any applicable ownership rights that Customer may have with respect to the Submitted Content. Customer nonetheless grants Grazzy and its affiliates and their licensees a royalty-free, worldwide, perpetual, irrevocable, non-exclusive, and fully sub-licensable right and license (through multiple tiers) to use, reproduce, adapt, aggregate, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, and take any other action with respect to all such Submitted Content (in whole or part), whether submitted in the past or in the future, and/or to incorporate it in other works in any form, media, or technology now known or later developed. Customer further acknowledges and agrees that Grazzy may preserve any such Submitted Content, whether submitted in the past or in the future, and may also disclose such Submitted Content in its sole discretion (including, without limitation, within other products offered by Grazzy). Customer agrees not to submit any content to Grazzy unless Customer has received all necessary rights and authorizations. Grazzy will, in its sole discretion, terminate the account(s) of, and/or refuse access to the Service to Customer in the event Customer repeatedly or knowingly violates these binding Terms and Conditions. No robot, spider, or other automated service may be used to submit information to the Service.
Customer agrees to treat all information obtained from the Service (individually and collectively, the “Content”) as proprietary to Grazzy. Grazzy does not ensure the accuracy of, endorse nor recommend any Content, and Customer uses such Content at Customer’s own risk. Customer shall not use the Service as part of any effort to compete with Grazzy, including, without limitation, using the Service to provide, alone or in combination with any other product or service, any services to any third party or any use that causes a reduction or loss from an existing or potential Grazzy customer, nor shall Customer remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Service. Customer shall not use any robot, spider, or other automated process to submit information, monitor, scrape, data mine, or copy Grazzy products, services, or information; decompile, decode, or reverse engineer Grazzy software; nor use Grazzy products or services in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory, or other illegal purposes. Customer assigns Grazzy the right to pursue enforcement of copyright and other intellectual property claims against third parties that have, without authorization, and in violation of these Terms and Conditions, scraped, copied, or distributed content from Submitted Content and for which Customer has not granted such third parties a separate license to use.
Each of Customer and Grazzy (each a “Recipient”) agrees to hold in strict confidence and not to use or disclose any Confidential Information (as defined herein) of the other party that is disclosed to it (“Discloser”), except to perform its obligations or exercise its rights under any agreement or Service Order governed by these Terms and Conditions, without Discloser’s prior written consent. “Confidential Information” means any information regarding Discloser’s or any of its affiliates’ business obtained in connection with an agreement or Service Order governed by these Terms and Conditions that is marked “confidential” or with a similar legend, or that the Recipient knows or should know is confidential based on the nature of the information or the circumstances of its disclosure, including marketing strategy information, customer lists, technical information, technology, products and trade secrets. Recipient acknowledges that the Confidential Information belongs to Discloser or its affiliates, as applicable. Confidential Information does not include information that was already in Recipient’s possession prior to disclosure by the Discloser, that is accessed or received by Recipient from a third party without a duty of confidentiality or that becomes generally publicly available through no fault of Recipient.
Customer represents and warrants that it shall provide all notices and obtain all consents required by applicable law or regulation for Grazzy’s processing, handling, access and/or storage of, and similar activities in connection with Customer’s data, and the data of Customer’s employees, independent contractors, guests and other patrons, on behalf of Customer in performance of this Agreement. Customer hereby grants to Grazzy a non-exclusive, non-transferable, worldwide, royalty-free, fully paid-up, perpetual, and irrevocable right and license to use such data in aggregated and de-identified form for the purposes of providing and improving the Service, the Grazzy Platform, and the Branded Assets.
For the purposes of this paragraph, “Business,” “Business Purpose,” “Collects,” “Commercial Purpose,” “Consumer,” “Process(ing),” “Sell” and “Service Provider” have the meanings given to them in the California Consumer Privacy Act of 2018, Title 1.81.5 (commencing with Section 1798.100) to Part 4 of Division 3 of the Civil Code and any equivalent or similar laws, rules, regulations, directives, and governmental requirements in applicable jurisdictions, and any laws implementing, replacing or supplementing any of them, as amended, consolidated, re-enacted or replaced from time to time (the “CCPA”). To the extent Customer is a Business subject to the CCPA, in relation to Personal Information disclosed by Customer to Grazzy pursuant to this Agreement: (i) the parties agree that Grazzy is as a Service Provider to Customer and that all such Personal Information is disclosed to Grazzy for one or more Business Purpose(s) and its use or sharing by Customer with Grazzy is necessary to perform such Business Purpose(s); and (ii) Grazzy agrees that it: (a) will process all such Personal Information on behalf of Customer only; (b) is prohibited from retaining, using, or disclosing such Personal this for Customer, including, without limitation, from retaining, using, or disclosing such Personal Information for a Commercial Purpose other than providing the services specified in this Agreement; and (c) will not further Collect, Sell, or use Personal Information of the Consumer except as necessary to perform the Business Purpose(s). In relation to any requests by Consumers to exercise rights under the CCPA, Grazzy agrees that it will provide all such assistance to Customer as Customer reasonably requests in order for Customer to respond to such requests, including, without limitation, providing corresponding Personal Information to Customer and/or deleting and confirming it has deleted such Personal Information, as applicable, and directing any third parties to which Grazzy has disclosed the Personal Information to do the same; and will not respond directly to any Consumers in relation to any such requests Grazzy receives.
Customer and its users, employees and independent contractors are required to maintain the confidentiality of all logins and passwords. Customer is responsible for the activities that occur while Customer and its users, employees and independent contractors are using the Service, including activities that occur under their accounts, logins, or passwords. Grazzy is not responsible for any loss or damage arising from failure to maintain the confidentiality of Customer’s or its users’, employees’ or independent contractors’ account, login information, or password and/or failure to comply with the terms and conditions set forth in these Terms and Conditions that relate to the confidentiality of account, login, or password information.
The Grazzy Platform, as the same may be integrated with certain Customer systems and any third-party payment processor’s systems, enables Customer guests to tip certain Customer employees and independent contractors through their Grazzy account. The Customer guest will use the Grazzy Platform to indicate a desired tip amount, and the payment processing system will transfer the amount of the tip from the Customer guest’s financial account (or credit card account) to the applicable financial account(s) designated by Grazzy, Customer, and/or Customer’s applicable employees and independent contractors as set out in the applicable Order Form. To the extent any tip amounts are transferred to a Customer owned financial account, Customer shall in turn credit the financial account or paycheck of the applicable tipped employee or independent contractor in the same amount as Customer received from the payment processor, as the same may be allocated and/or pooled among Customer employees and independent contractors. Customer understands that it may need to agree to abide by legal terms and conditions of any payment processor as condition of receiving tips and otherwise making use of the Service. Customer and/or its employees and independent contractors may also be required to link their financial account with the payment processor to enable the payment processor to send tip amounts. As between Customer and Grazzy, Customer is solely responsible, both financially and in terms of remission to applicable authorities, for any taxes arising out of the transactions contemplated by these Terms and Conditions and tips ultimately provided to Customer employees and independent contractors, including without limitation any payroll taxes or withholding taxes.
In addition to any other termination rights permitted herein, Grazzy reserves the right to terminate or suspend Customer’s account(s) or access to the Service upon a good faith determination of a violation of these binding Terms and Conditions or any material provision of another agreement between the parties or their affiliates. Cause for termination includes, but is not limited to, one or more breaches or violations (including threatened breaches or violations) of the Terms and Conditions, requests by law enforcement, fraudulent or illegal activity by Customer, breach or violation of any third-party payment processor’s terms and conditions, discontinuance or material modification of the Grazzy Platform, nonpayment of fees owed by Customer in connection with Grazzy or its affiliates’ services, account inactivity, or technical or security issues. Upon termination, Grazzy shall have no obligation to maintain or forward any content in Customer’s account. All provisions herein that by their nature survive termination of this Agreement shall survive such termination.
Grazzy grants Customer a limited, revocable, non-exclusive license to use the physical and digital assets provided by Grazzy, including, but not limited to, Branded Assets (as defined in any applicable Service Order), to implement and operate the Grazzy Platform during the term of any applicable Service Order or agreement for the purpose set out in such Service Order or agreement. Grazzy retains all rights (including Intellectual Property Rights, as defined below), title, and interest in the Service, the Grazzy Platform, Branded Assets, and all underlying technology and data, including any enhancements and improvements thereto as a result of providing the Service hereunder. Any goodwill arising from the use of the Branded Assets will inure to the benefit of Grazzy. Customer will not, and will not allow others to: reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell, or transfer the underlying source code or structure or sequence of Grazzy’s technology or Branded Assets, or delete or alter author attributes or copyright notices. Customer shall use the Grazzy Platform and Branded Assets solely for Customer’s own use and shall not share passwords with others nor allow others to use the Grazzy Platform under or through Customer’s login ID/email and password. Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including, without limitation: (a) all rights associated with works of authorship, including, without limitation, copyrights, moral rights, copyright applications, copyright registrations, and synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks, and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition, and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.
Customer grants Grazzy a limited, revocable, non-exclusive license to use the Customer Marks (as defined in the applicable Service Order or agreement) provided by Customer, to implement and operate the Grazzy Platform during the term of any applicable Service Order or agreement for the purpose set out in such Service Order or agreement. Grazzy shall follow any reasonable trademark usage guidelines provided to it a reasonable period in advance of use, in writing, by Customer. Customer retains all rights (including Intellectual Property Rights), title, and interest in the Customer Marks and in any goodwill arising from their use.
IN NO EVENT SHALL GRAZZY BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, OTHER INTANGIBLE LOSS, INACCURACIES, ERRORS, OR OMISSIONS IN THE INFORMATION, SERVICES PROVIDED, RELIANCE BY CUSTOMER ON THE COMPLETENESS OR ACCURACY OF INFORMATION, SERVICES, LOSS OF USE OF DATA, LOSS OF DATA, COMPUTER VIRUSES, COMPUTER CORRUPTION, CORRUPTION OF CONTENT, OR DATA MAINTAINED OR TRANSMITTED THROUGH THE USE OF THE SERVICES, OR THE CUSTOMER’S FAILURE TO KEEP LOGIN AND/OR PASSWORD SECURE AND CONFIDENTIAL) ARISING FROM THE CUSTOMER’S USE OF THE SERVICES. GRAZZY (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM THE CUSTOMER’S USE OF THE SERVICE. Customer shall indemnify Grazzy (and Grazzy’s officers, directors, employees, and agents), and hold each of them harmless from and against any and all costs, damages, or losses by any of them (including, without limitation, reasonable attorneys’ fees) as a result of a claim by any person other than Customer arising from the Customer’s use of the Service. Some jurisdictions do not allow the exclusion of liability for certain damages, and, as a result, some of the exclusions above may not apply to Customer.
GRAZZY SHALL NOT HAVE ANY LIABILITY FOR ANY DAMAGES RESULTING FROM ANY FAILURE TO PERFORM ANY OBLIGATION HEREUNDER OR FROM ANY DELAY IN THE PERFORMANCE THEREOF DUE TO CAUSES BEYOND GRAZZY’S CONTROL, INCLUDING, WITHOUT LIMITATION, INDUSTRIAL DISPUTES, ACTS OF GOD, OR GOVERNMENT, PUBLIC ENEMY, WAR, FIRE, OTHER CASUALTY, FAILURE OF ANY LINK OR CONNECTION, WHETHER BY COMPUTER OR OTHERWISE, OR FAILURE OF TECHNOLOGY OR TELECOMMUNICATIONS OR OTHER METHOD OR MEDIUM OF STORING OR TRANSMITTING THE PRODUCT.
BY USING THE SERVICES, CUSTOMER WAIVES AND RELEASES GRAZZY FROM ANY AND ALL LIABILITY OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH CUSTOMER MIGHT HAVE ASSERTED OR ALLEGED AGAINST GRAZZY ARISING OUT OF THE SERVICE OR CUSTOMER’S USE THEREOF. THE WAIVERS AND RELEASES SET FORTH IN THESE TERMS AND CONDITIONS INCLUDE CLAIMS OF WHICH CUSTOMER IS PRESENTLY UNAWARE OR WHICH CUSTOMER DOES NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY CUSTOMER, WOULD MATERIALLY AFFECT CUSTOMER’S WAIVER AND RELEASE SET FORTH ABOVE.
GRAZZY’S LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER TO GRAZZY HEREUNDER.
Customer agrees to indemnify, defend, and hold harmless Grazzy (and Grazzy’s officers, directors, employees, and agents) from and against any third-party action, suit, claim, or demand, and any associated losses, expenses, damages, costs, and other liabilities (including reasonable attorneys’ fees), arising out of or relating to Customer’s Submitted Content, Customer’s violation of applicable law or any third-party right, including, without limitation, any copyright, property, or privacy right, use or misuse of any portion of the Service, or Customer’s violation of these Terms and Conditions or the terms and conditions of any payment processor. Customer shall cooperate as fully as reasonably required in the defense of any such claim or demand. Grazzy and any third party involved in creating, producing, or delivering the Service reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, at Customer’s expense, and Customer shall not in any event settle any such matter without the written consent of Grazzy and any such third party.
THE GRAZZY PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. GRAZZY MAKES NO PROMISES, REPRESENTATION, OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND GRAZZY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, WORKMANLIKE EFFORT, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES RELATING TO ENCUMBRANCES OR LIENS, AND, UNDER THE LAW OF THE UNITED STATES, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES. GRAZZY MAKES NO PROMISES, REPRESENTATIONS, OR WARRANTIES THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR SECURE. ANY MATERIAL DOWNLOADED FROM THE GRAZZY PLATFORM IS ACCESSED AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WAIVES ALL CLAIMS AND CAUSES OF ACTION RELATING TO ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM SUCH DOWNLOADS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GRAZZY OR ITS SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. AS A RESULT, SOME OF THE EXCLUSIONS ABOVE MAY NOT APPLY TO YOU.
These binding Terms and Conditions, and the Service provided by Grazzy, shall be governed by the laws of the State of Texas, without reference to conflict of laws principles. Customer hereby consents to the exclusive jurisdiction and venue of the State and Federal courts of Travis County, Texas, for the adjudication of any disputes or claims arising out of and/or related to these binding Terms and Conditions. If any provision of these binding Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms and Conditions, which shall remain in full force and effect. Customer acknowledges that any breach of these binding Terms and Conditions or any unauthorized use of the Service will cause irreparable harm and injury to Grazzy, for which there is no adequate remedy at law. Thus, in addition to all other remedies available at law or in equity, Customer agrees that Grazzy shall be entitled to injunctive relief.
These Terms and Conditions shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under these Terms and Conditions may not be assigned or otherwise transferred by Customer without the prior written consent of Grazzy, which shall not be unreasonably withheld. Grazzy may freely assign its rights under these Terms and Conditions in its sole discretion.
The failure of Grazzy to exercise or enforce a legal right or remedy contained in the Terms and Conditions does not constitute a waiver of any such right or remedy. No waiver of any right, term, or provision of the Terms and Conditions is deemed a waiver of any other right, term, or provision. If a court of competent jurisdiction finds any provision of the Terms and Conditions to be invalid, Customer agrees that the remaining terms and provisions remain in full force and effect.
Grazzy reserves the right to audit and monitor (manually or through automated means) the use of the Service to ensure compliance with these Terms and Conditions, and to maintain and improve the provision of the Service. Grazzy may terminate or suspend Customer’s account or use of the Service, or delete, edit, or remove content that Grazzy, in its sole discretion, deems illegal, offensive, abusive, in violation of these Terms and Conditions or Grazzy’s other policies, or otherwise inappropriate or unacceptable. All enforcement determinations are made in Grazzy’s sole discretion, and it will not incur any liability or responsibility if it chooses to remove or delete any content.
Customer acknowledges, consents, and agrees that Grazzy may access, preserve, and disclose information about Customer’s use of the Service, including the communications and content Customer or its users, employees or independent contractors submit, if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any content Customer submits violates the rights of third parties; (d) respond to Customer’s requests for service; or (e) protect the rights, property, or personal safety of us, our users, and the public.
All notices required to be provided under these Terms and Conditions shall be in writing and shall be deemed effectively given upon receipt by electronic mail.
Except as provided herein, these Terms and Conditions constitute the entire agreement between the parties and supersede all previous agreements and understanding, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement. Any preprinted terms of any purchase orders or similar ordering documents are expressly rejected.
Last Updated: May 19, 2022