Last Updated: December 21, 2022
1. Introduction
These Terms of Service (as updated from time to time, Terms) between you (including your authorized employees and agents) and MetalRoxx Network, LLC and affiliates as applicable, MetalRoxx) govern your access to and use of MetalRoxx products and services (including any version of the MetalRoxx Go application) (collectively, MetalRoxx Services). Any of your obligations set out in these Terms relating to the use of a Device (defined below) or of the MetalRoxx Services are in addition and not in substitution of any other obligations imposed on you by any Authorized Provider (as specifically identified therein) under any separate agreement covering purchase or lease of such Device or MetalRoxx Services.
2. Accepting the Terms; Use of the MetalRoxx Services
2.1 You accept these Terms when you use any of the MetalRoxx Services or click to accept these Terms (where this option is made available to you). Your acceptance of these Terms creates a contract between you and MetalRoxx. You cannot use the MetalRoxx Services if you do not accept the Terms. When you accept the Terms on behalf of your business, you represent to MetalRoxx that you have the authority to use the MetalRoxx Services and to bind the business to the Terms.
2.2 After you accept the Terms, MetalRoxx will give you credentials to create a MetalRoxx Account. You shall provide MetalRoxx with accurate, current, and complete information about you and your business (Account Information) and update your Account Information promptly after any changes. MetalRoxx may terminate your MetalRoxx Account and your access to the MetalRoxx Services if your Account Information is inaccurate or incomplete. You may use the MetalRoxx Account to connect to your MetalRoxx webpage (MetalRoxx Dashboard) via most internet browsers. You are responsible for any activity associated with your MetalRoxx Account. At any time, MetalRoxx may change the applications and their functionality that make up the MetalRoxx Services.
2.3 The MetalRoxx Services may provide you with access to the MetalRoxx App Market and links to software applications that you may obtain from MetalRoxx or third-party developers (each, an App) through the MetalRoxx Services. Although third-party Apps may interface or function with the MetalRoxx Services, these Apps are not part of the MetalRoxx Services; App developers provide Apps directly to you. You must enter into separate agreements with the App developers to use the Apps. You are solely responsible for your use of all Apps, compliance with corresponding agreements for Apps, and any associated fees or charges for the Apps. You use Apps at your own risk. Some MetalRoxx Services and applications may have additional terms that you must agree to before you can use them.
3. Grant of License
MetalRoxx grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense or assign in any way, to access and use the MetalRoxx Services for your internal business use solely in the United States to manage your business and/or conduct associated point of sale activities in accordance with these Terms.
4. Restrictions
You shall not and shall not permit any third party to:
(a) access or attempt to access the MetalRoxx Services (or any part) that is not intended to be available to you;
(b) access or use (in any format) the MetalRoxx Services (or any part) through any time-sharing service, service bureau, network, consortium, or other means;
(c) without MetalRoxx advance written consent, use, ship or access the MetalRoxx Services (or any part) outside or from outside of the United States;
(d) perform or attempt to perform any actions that would interfere with the proper working of the MetalRoxx Services, prevent access to or use of the MetalRoxx Services by other users, or impose a large load on MetalRoxx infrastructure, network capability or bandwidth; or
(e) use the MetalRoxx Services except as permitted in these Terms.
5. Other Requirements and Limitations
5.1 You may access the MetalRoxx Services through your tablet or other device identified by MetalRoxx as compatible with and capable of accessing and/or supporting the MetalRoxx Services (Device) using a wired (Ethernet) or wireless (Wi-Fi or cellular) connection to the Internet. You are solely responsible for the payment of any fees that may be imposed by your Internet/data provider. Your use of the MetalRoxx Services accessed wirelessly or through the Internet is subject to: (a) the terms of any agreements you have with your Internet/data provider; and (b) availability, transmission range and uptime of the services and any wireless equipment.
5.2 The MetalRoxx Services do not function with every mobile device. MetalRoxx may alter which Devices are approved as compatible with the MetalRoxx Services in MetalRoxx discretion.
5.3 You shall at all times comply with any operating procedures, requirements, or guidelines regarding your use of the MetalRoxx Services.
5.4 You agree that MetalRoxx shall not have any liability to you arising directly or indirectly from or otherwise concerning: (a) any termination, suspension, delay or disruption of the MetalRoxx Services (including billing for the MetalRoxx Service) by the Internet, any common carrier or any third party service provider; (b) any failure, disruption or malfunction of the MetalRoxx Services, the Internet, or any communications network, facility or equipment beyond MetalRoxx or a third party's reasonable control; (c) your failed attempts to access the MetalRoxx Services or to complete transactions via the MetalRoxx Services; or (d) any failure to transmit, obtain or collect data or for human, machine or software errors or faulty or erroneous input by you.
6. Communicating with Customers
6.1 You must comply with Applicable Laws, including by obtaining any legally required consent, when collecting and using customer contact details to communicate with your customers through the MetalRoxx Services. You must promptly honor any customer opt-out.
6.2 You may not use the MetalRoxx Services to send marketing communications except to the contact information provided directly to you by the consumer and with the proper consumer choice as required by law.
7. Third Party Services
The MetalRoxx Services may contain links to services, products or promotions provided by third parties and not by MetalRoxx (Third Party Services). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions associated with the Third Party Services (including obtaining and maintaining any required third party hardware and/or software that is required for the Third Party Services to work with the MetalRoxx Service). Any access of or content downloaded or otherwise obtained through your use of the Third Party Services is accessed or downloaded at your own risk. MetalRoxx will not be responsible for any actions or any failures to act of any third party, and expressly disclaims all liability related to any Third Party Services. MetalRoxx does not warrant, endorse, guarantee, or assume responsibility for any provider of a Third Party Service or Third Party Service advertised or offered through the MetalRoxx Services or any hyperlinked website or service, or featured in any banner or other advertising. MetalRoxx will not be a party to or in any way monitor any transaction between you and providers of Third Party Services.
8. Maintenance
8.1 MetalRoxx may perform maintenance on the MetalRoxx Services which may result in service interruptions, delays, or errors. MetalRoxx will not be liable for any such interruptions, delays, errors, or bugs. MetalRoxx may contact you to assist you with the MetalRoxx Services and obtain information needed to identify and fix any errors.
8.2 MetalRoxx may release enhancements, improvements, or other updates to the MetalRoxx Services. You shall integrate and install any update into your systems within 30 days of your receipt of notice from MetalRoxx that such actions by you are required. Failure to install any updates in a timely fashion may impair the functionality of the MetalRoxx Services. MetalRoxx will have no liability for your failure to properly install the most current version of any update, and MetalRoxx will have no obligation to provide support or services for any outdated versions.
8.3 Certain software can automatically install, download, and/or deploy updated and/or new components, which may include a new version of the software itself. You shall not, in any event or in any manner, impede the update process. You agree to assume full responsibility and to indemnify MetalRoxx for all damages and losses of any nature, for all adverse results or third party claims arising from your impeding the update process.
9. Fees
For your use of the MetalRoxx Services, you agree to pay the applicable fees, and all applicable taxes (other than taxes based on MetalRoxx income), duties, or other governmental assessments based on your use of the MetalRoxx Services. MetalRoxx may change the fees for the MetalRoxx Services from time-to-time and, if it does, it will provide you with 30 days’ notice. If you dispute any amounts you are charged, you must notify MetalRoxx in writing within 30 days of incurring the charge that you dispute. If you notify MetalRoxx after 30 days, you agree MetalRoxx has no obligation to effect any adjustments or refunds. If you have an agreement with an Authorized Provider for any MetalRoxx service plan, MetalRoxx will collect the amounts described in the first sentence of this Section from you for such plan on behalf of, and remit the amounts to, the Authorized Provider.
10. Term and Termination
10.1 Your obligations under these Terms continue for the longer of your use of the MetalRoxx Services, until you or we terminate your MetalRoxx Account by giving the other 30 days’ notice, or as otherwise provided in these Terms or other applicable agreement that expressly states a set term (e.g., a subscription or lease agreement).
10.2 MetalRoxx may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the MetalRoxx Services without any notice and liability for any reason, including if in MetalRoxx sole determination you violate any provision of these Terms.
10.3 Upon termination of these Terms for any reason, you must immediately stop using the MetalRoxx Services and your license to use the MetalRoxx Services provided under these Terms will end. Upon your termination of these Terms, MetalRoxx will provide you with a reasonable period of time to allow you to extract your Account Data (defined below) that MetalRoxx has stored on its servers as of the termination date. Subject to the foregoing sentence and Applicable Laws and card association rule requirements, MetalRoxx will delete Account Data stored on MetalRoxx servers upon your termination of these Terms, and MetalRoxx will not be liable to you or any third party for termination of access to the MetalRoxx Services or deletion of your Account Data.
10.4 The rights, obligations, and limitations in these Terms which by their nature should survive, including those of Sections 5.4, 8.2, and 8.3, and Articles 2, 10, 11, 13, 14, 15, 16, 17, 18, and 22, will survive termination of these Terms.
11. Privacy and Data Use
11.1 All data collected via the MetalRoxx website or in connection with your application for and use of the MetalRoxx Services, including customer information and information about your business, its owners, principals, and employees used with or stored in or by the MetalRoxx Services, is collected by MetalRoxx (collectively MetalRoxx Data). The MetalRoxx Privacy Notice (available at http://metalroxx/en/cba/privacy/) describes MetalRoxx collection, use, disclosure, and other practices of MetalRoxx in connection with personal data in MetalRoxx Data.
11.2 You shall comply with all Applicable Laws pertaining to the privacy, secrecy, confidentiality, collection, usage, sharing, security, protection, disposal, or international transfer, of personal information, including laws applicable to direct marketing, telemarketing, and unsolicited e-mails or text messages. Applicable Laws may include, but are not limited to US federal and state laws, such as the FTC Act, the California Consumer Privacy Act, the CAN-SPAM Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, Gramm-Leach-Bliley Act, state consumer protection laws, state data security laws, security breach notification laws, laws imposing minimum security requirements, laws requiring the secure disposal of records containing certain personal information, as well as any MetalRoxx requirements related to such matters.
11.3 You must implement reasonable security measures designed to protect the personal information that you collect, use, disclose, transfer, or otherwise process in connection with your use of the MetalRoxx Services. You acknowledge and agree that you are solely responsible for all privacy and information security obligations and liabilities relating to any data that you download, export, or otherwise transfer from the MetalRoxx Services or Device to your own information environment.
11.4 You shall maintain and make available to consumers a privacy policy applicable to your use of the MetalRoxx Services and MetalRoxx use of MetalRoxx Data as provided under these Terms, including any Apps you install and information shared with third party developers.
11.5 You must ensure that any third parties with which you share personal information in connection with your use of the MetalRoxx Services (including, without limitation, app developers whose Apps are made available through the MetalRoxx App Market) will provide the same level of privacy and data security protection that you are legally required to maintain and which you promise to maintain.
11.6 You must respond in a legally appropriate manner to any legally valid requests from individuals pertaining to the individual’s privacy or data subject rights at your sole cost and expense.
11.7 You acknowledge and agree that when you install an App, you establish a contractual relationship with the developer of the App. By installing an App, you authorize and instruct MetalRoxx to process and transfer personal information to facilitate your ongoing use of the App, including the disclosure of certain categories of personal information to the developer of the App and the receipt of personal information from the developer, as may be required by the App, until such time as you instruct MetalRoxx otherwise. You are solely responsible for instructing an App developer to cease processing and/or destroying any personal information.
11.8 MetalRoxx may process MetalRoxx Data (including personal information) to create aggregated, anonymized, or de-identified information and use that information for its lawful business purposes, including for purposes of creating and sharing with third-parties data insights and analytics and demographic profiling. You agree that MetalRoxx may collect, use, retain, disclose and combine MetalRoxx Data for the following purposes: (i) to provide the MetalRoxx Services to you or other clients, (ii) providing additional products and services to you, other merchants, and/or third parties, (iii) for research, development, and analytics, (iv) fraud prevention, risk mitigation and to protect against illegal activity, (v) for marketing purposes, (vi) for data collection, use and sharing purposes permitted under MetalRoxx Privacy Notice (whether or not the data constitutes personal data), (vii) compliance with law and in accordance with federal and state law (including to perform sanctions screening or other checks required by Applicable Laws), and (viii) for MetalRoxx accounting purposes and to protect and enforce MetalRoxx rights (collectively, the Permitted Purposes). This includes using cardholder information, dates, transaction details, and other transaction, business information, and MetalRoxx Data to provide you with analytics products and services as well as collecting and using transaction data aggregated with other merchants' transaction data to provide you, other merchants, and third parties with analytic products and services. MetalRoxx may continue to access, retain, use, share and combine the MetalRoxx Data for the Permitted Purposes following termination of these Terms.
11.9 Unless you have received prior written consent to do so from MetalRoxx, you may not use the MetalRoxx Services to: (a) process personal information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; or genetic data, biometric data, data concerning health, or data concerning a natural person’s sex life or sexual orientation; or (b) upload or incorporate, process transactions involving, or otherwise provide MetalRoxx with, any “protected health information” within the meaning of the Health Insurance Portability and Accountability Act of 1996, as amended (HIPAA).
11.10 You agree to provide reasonable assistance to help MetalRoxx comply with its privacy or data protection legal obligations, or defend against any claims or investigations, in either case, in any way arising from or related to the Terms. You agree to promptly notify MetalRoxx of any opt-outs and legally valid data subject rights requests relating to data with MetalRoxx possession, custody, or control.
12. Protecting Information
12.1 You shall safeguard all confidential information MetalRoxx supplies or otherwise makes accessible to you using a reasonable degree of care. You shall only use MetalRoxx confidential information for the purposes of these Terms and shall not disclose MetalRoxx confidential information to any person, except as MetalRoxx may agree in advance and in writing. At MetalRoxx request, you shall return to MetalRoxx or destroy all of MetalRoxx confidential information in your possession or control.
12.2 You are solely responsible for ensuring that your account numbers, passwords, security questions and answers, login details and any other security or access information used by you to use or access the MetalRoxx Services are kept safe and confidential. You must prevent unauthorized access to and use of any of your information or data used with or stored in or by the MetalRoxx Services (collectively, Account Data). You are responsible for electronic communications sent to MetalRoxx or to any third party containing Account Data and for all uses of the MetalRoxx Services in association with your Account Data, whether or not authorized by you. MetalRoxx has the right to rely on user names, password and other signor credentials, access controls for the MetalRoxx Services or any software provided or approved by MetalRoxx to authenticate access to, and use of, the MetalRoxx Services and any software. You must immediately notify MetalRoxx if you become aware of any loss, theft, or unauthorized use of any Account Data (see MetalRoxx Services support center contact information below). MetalRoxx reserves the right to deny you access to the MetalRoxx Services, in whole or in part, if MetalRoxx believes that any loss, theft or unauthorized use of any Account Data or access information has occurred.
12.3 You may submit comments or ideas about the MetalRoxx Services, including about how to improve the MetalRoxx Services. By submitting any idea, you agree that (a) MetalRoxx expressly disclaims any confidentiality obligations or use restrictions, express or implied, with respect to any idea; (b) your submission will be non-confidential; and (c) MetalRoxx is free to use and disclose the idea on an unrestricted basis without notifying or compensating you. You release MetalRoxx from all liability and obligations that may arise from MetalRoxx receipt, review, use or disclosure of any portion of any idea.
13. Intellectual Property
13.1 All right, title and interest in and to all confidential information and intellectual property related to the MetalRoxx Services (including Marks, all software, the content of any materials, web screens, layouts, processing techniques, procedures, algorithms, and methods and any updates, changes, alterations, or modifications to or derivative works from such intellectual property), owned, developed or licensed by MetalRoxx at any time or employed by MetalRoxx in connection with the MetalRoxx Services, shall be and remain, as between MetalRoxx and you, MetalRoxx or its affiliates', MetalRoxx vendors' or licensors' (as applicable) sole and exclusive property and all right, title and interest associated with the MetalRoxx Services not expressly granted by MetalRoxx in these Terms are deemed withheld. You may not use Marks in any manner, including in any advertisements, displays, or press releases, without MetalRoxx prior written consent. Marks means MetalRoxx names, logos, emblems, brands, service marks, trademarks, trade names, taglines, or other proprietary designations.
13.2 You shall not, and shall not permit any third party to: (a) decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct or discover by any means any source code, underlying ideas or algorithms of the MetalRoxx Services, (or any part), except to the extent that such restriction is expressly prohibited by law; (b) modify, translate, or alter in any manner, the MetalRoxx Services (or any part) or the Marks; (c) create derivative works of or based on the MetalRoxx Services (or any part), or the Marks; (d) except for backup and archival purposes, directly or indirectly copy the MetalRoxx Services (or any part); (e) republish, upload, post, transmit, disclose, or distribute (in any format) the MetalRoxx Services (or any part) except as permitted in these Terms; or (f) remove, relocate, or otherwise alter any proprietary rights notices from the MetalRoxx Services (or any part) or the Marks.
13.3 If MetalRoxx provides you with copies of or access to any software or documentation, unless otherwise expressly stated in writing, that software and documentation is provided on a personal, non-exclusive, non-transferable, non-assignable, revocable limited license for the period of your subscription to the MetalRoxx Services and solely for you to access and use the software and documentation to receive the MetalRoxx Services for its intended purpose on Devices owned or licensed by you.
13.4 You shall not take any action inconsistent with the stated title and ownership in this Section. You will not file any action, in any forum that challenges the ownership of any part of the MetalRoxx Services, any related software, materials or documentation. Failure to comply with this provision will constitute a material breach of these Terms.
14. MetalRoxx Services Disclaimer
Use of the MetalRoxx Services is at your own risk. To the maximum extent permitted by Applicable Laws, the MetalRoxx Services are provided to you “as-is”. MetalRoxx disclaims all representations or warranties regarding quality, suitability, merchantability, or fitness for a particular purpose of the MetalRoxx Services. MetalRoxx disclaims all representations or warranties that the MetalRoxx Services will operate uninterrupted or error free; that the MetalRoxx Services are secure, free of viruses or other harmful components; or, that the MetalRoxx Services do not infringe the rights of any person.
15. Your Responsibilities
15.1 You shall: (i) comply with the requirements of all federal, state and local laws and regulations, rules, or standards related to use of the MetalRoxx Services, including those related to your use and provision of any cardholder data, customer information or other point of sale data accessed or provided in connection with the MetalRoxx Services (collectively, Applicable Laws), and (ii) use the MetalRoxx Services only in the manner permitted in these Terms. You shall not use the MetalRoxx Services for illegal purposes.
15.2 You are solely responsible for obtaining all required permits, consents and licenses and monitoring legal developments applicable to the MetalRoxx Services and the operation of your business, interpreting Applicable Laws and regulations, determining the requirements for compliance with all Applicable Laws and regulations, and maintaining an on-going compliance program.
15.3 You are solely responsible for ensuring the accuracy, quality, integrity, legality and appropriateness of all information and data regarding your business that you provide to MetalRoxx or its service providers in connection with the MetalRoxx Services. In addition, if applicable, you are solely responsible for verifying that all information and data loaded onto a Device by MetalRoxx or its service providers at your request are accurate prior to your business use of such Device. MetalRoxx and its service providers disclaim any and all liability arising out of any inaccuracies with respect to any information or data you provide.
16. Limitations on Liability and Damages
Neither MetalRoxx nor its affiliates or directors, officers, employees, agents, or subcontractors will be liable under any theory of tort, contract, or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, special, punitive, incidental, indirect, or consequential damages arising out of or related to these Terms, each and every one of which is excluded by agreement of you and MetalRoxx, regardless of whether such damages were foreseeable or whether any person has been advised of the possibility of such damages. MetalRoxx (and its affiliates’) cumulative liability for all losses, claims, suits, controversies, breaches, or damages for any cause (including any of MetalRoxx indemnification obligations), regardless of the form of action or legal theory, will not exceed the amount of fees received by MetalRoxx under these Terms for the three month period immediately preceding the month in which such liability arose.
17. Indemnity
You will indemnify, defend, and hold MetalRoxx harmless (and MetalRoxx employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to:
(a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms, including without limitation any violation of our policies or the card associations' rules;
(b) your wrongful or improper use of the MetalRoxx Services or any Third Party Services;
(c) any transaction submitted by you through the MetalRoxx Services or any Third Party Services (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you);
(d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
(e) your use of any personal information obtained in connection with your use of the MetalRoxx Services, any Third Party Services, or the Device, or any Apps used on the Device;
(f) the activities under your Account, or any other party’s access and/or use of the MetalRoxx Services, any Third Party Services, or Device with your unique username, password, API key, or other appropriate security code;
(g) your failure to maintain reasonable security in connection with the use of the MetalRoxx Services, any Third Party Services, or the Device;
(h) any data breach, information security incident, or similar, arising from your action or inaction;
(i) your violation of any law, rule or regulation of the United States or any other country; or
(j) any other party’s access and/or use of the MetalRoxx Services or any Third Party Services with your usernames, password and any other sign on credentials/access controls for the MetalRoxx Services or any software provided or approved by MetalRoxx to authenticate access to, and use of, the MetalRoxx Services, any Third Party Services and any software.
18. Representation and Warranties
You represent and warrant that: (a) you are validly existing, in good standing and have the right, power, and authority to enter into and perform under these Terms;
(b) any sales transaction submitted by you (i) is genuine and arises from a genuine sale or service that you directly sold or provided, (ii) accurately describes the goods or services sold and delivered to a purchaser and (iii) represents the correct amount of goods or services purchased from your business;
(c) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the consumer;
(d) you, all transactions initiated by you and your use of the MetalRoxx Services will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations and card association rules and regulations;
(e) except in the ordinary course of business, no sales transaction submitted by you through the MetalRoxx Services will represent a sale to any principal, partner, proprietor, or owner of your entity;
(f) you will not fraudulently use the MetalRoxx Services;
(g) you have obtained all necessary and appropriate rights or given any necessary notices required for MetalRoxx to process MetalRoxx Data as set forth in these Terms; and
(h) you are not engaged in and will not accept payment for any illegal activity, in the legal jurisdiction(s) in which you do business or provide goods and/or services.
19. Consent to Electronic Communication
19.1 You agree that MetalRoxx, its affiliates and its third party subcontractors and/or agents, may use, in addition to any live agent calls, an automatic telephone dialing system, an artificial or pre-recorded voice, or both, to contact you at the telephone number(s) you have provided, and/or may leave a detailed voice message if you are unable to be reached, even if the number provided is a cellular or wireless number or if you have previously registered on a Do Not Call list or requested not to be contacted for solicitation purposes.
19.2 You consent to receiving commercial electronic messages, including e-mail messages, SMS and text messages, and telephone calls, from MetalRoxx, its affiliates and its third party sales contractors and/or agents.
20. Amendment
MetalRoxx has the right to change or add to these Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the MetalRoxx Services with notice that MetalRoxx in our sole discretion deem to be reasonable in the circumstances, including such notice on MetalRoxx website or any other website maintained or owned by MetalRoxx. Any use of the MetalRoxx Services after MetalRoxx publication of any such changes or providing notice shall constitute your acceptance of these Terms as modified.
21. Assignment
These Terms, and any rights or licenses granted hereunder, may not be transferred or assigned by you (including by operation of law, transfer of voting control of you or otherwise) without MetalRoxx prior written consent, but may be assigned by MetalRoxx without restriction.
22. General Provisions
These Terms are a complete statement of the agreement between you and MetalRoxx and describe the entire liability of MetalRoxx, its affiliates, its vendors, and its suppliers (including processors) and your exclusive remedy with respect to your use and access to the MetalRoxx Services. In the event of a conflict between these Terms and the Privacy Notice, the Privacy Notice shall prevail. These Terms shall be governed and construed in accordance with the laws of the State of New York without regard to its conflicts of laws provisions. You and MetalRoxx agree to submit to the exclusive jurisdiction of the courts located within the County of Suffolk, New York to resolve any legal matter arising from these Terms. If any provision of these Terms is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These Terms do not limit any rights that MetalRoxx may have under trade secret, copyright, patent, or other laws. Except for MetalRoxx affiliates and as otherwise stated herein, no persons shall be third party beneficiaries to these Terms. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and MetalRoxx failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Notices sent to your last known e-mail address or postal address, as indicated in our records, shall constitute effective notice to you under these Terms.
23. Contacting MetalRoxx
If you have any questions about these Terms, please contact MetalRoxx at [email protected]. Except as otherwise stated in these Terms, all notices to MetalRoxx required or permitted in these Terms relating to the MetalRoxx Services shall be in writing and sent by postal mail to: MetalRoxx Network, LLC Attention: Investigation Department, 415 North Mathilda, Sunnyvale, CA 94085. Notices shall be effective when actually received or, if sent by courier, when delivered.
24. Food Ordering Program
24.1 You may elect to use the Food Ordering Program through your MetalRoxx Dashboard. The Food Ordering Program allows your dining guests (each, a Customer) to place online orders for food, beverages, and other related products (each, a Food Order) via a Google surface. By using the Food Ordering Program, you agree to be bound by all applicable Google terms.
24.2 You will provide MetalRoxx a link to your terms of service and privacy policy via the MetalRoxx Dashboard. You will ensure that your terms of service and privacy policy are up to date and will notify MetalRoxx of any updates to URLs containing your terms of service and privacy policy. You will ensure that your terms of service and privacy policy comply with all Applicable Laws.
24.3 Your actions in connection with fulfilling a Food Order (Food Services) and your third party service providers’ services must comply with all Applicable Laws, including but not limited to privacy laws and data protection laws (Data Protection Laws), including to the extent applicable, providing all reasonably requested assistance to MetalRoxx with:
(a) providing individuals with rights in connection with Personal Information in a timely manner, including the ability of individuals to: (i) access or receive their Personal Information in an agreed upon format; and (ii) correct, amend, or delete Personal Information where it is inaccurate, or has been Processed in violation of applicable Data Protection Laws; and
(b) responding to enquiries from data subjects or entities with supervisory or regulatory authority over either party concerning its Processing of Personal Information.
24.4 In connection with the Food Ordering Program, you will not, and will not authorize any third party to: (a) generate automated, fraudulent, or otherwise invalid activity (including queries, clicks, or conversions);
(b) conceal ad- or transaction-related activity that must be disclosed under Applicable Laws or these Terms;
(c) use any automated means or data scraping or extraction to access or collect information except as expressly permitted by MetalRoxx;
(d) provide inaccurate or outdated information;
(e) engage in deceptive, misleading, and/or unethical practices;
(f) alter, interfere with, or otherwise tamper with customer reviews of your Food Services, the services of your competitors, or the Food Ordering Program;
(g) attempt to interfere with the proper functioning of the Food Ordering Program; or
(h) use, store, or share any Customer information for purposes other than fulfilling a Food Order.
24.5 You are responsible for responsible for your acts and omissions, as well as the acts and omissions of your third party service providers in connection with the Food Services. You may not state or imply that you are an employee or affiliate of MetalRoxx or its affiliates, or that a third party service provider otherwise works for MetalRoxx or its affiliates.
24.6 You must provide honest, complete, and accurate information in connection your Food Services, including to third parties.
24.7 You will cooperate if MetalRoxx or its partners (at MetalRoxx request) seek to gather information about you, your third party service providers, or your Food Services to verify identity, confirm compliance with applicable law, these Terms, your payment processing agreement, for quality assurance purposes, or as required to operate the Food Ordering Program.
24.8 You will work with MetalRoxx and Google in good faith to provide a positive customer experience. Any use by you of MetalRoxx name (including in connection with any message or communication to a customer or third party service provider) will require MetalRoxx written pre-approval, except otherwise allowed by these Terms.
24.9 You are solely responsible for establishing and making Customers aware of your own cancellation and refund policies. MetalRoxx is not responsible for facilitating refunds or assisting with canceled orders.
24.10 If you sell alcoholic beverages, you are responsible for obtaining and maintaining all current alcoholic beverage licenses and complying with all regulations regarding the sale of alcohol. You must ensure that any customer who places a Food Order for an alcoholic beverage is 21 years of age or older.
24.11 You shall only use any data that you or MetalRoxx receive in connection with (i) a Food Order placed on Google or other action on Google in connection with the Food Ordering Program, or (ii) data received through a Google API or any reporting that you or MetalRoxx receive from Google in connection with the Food Ordering Program (collectively, Google Data) solely to assist Customers with their specific Food Order(s), including communicating with Customers to process or deliver a Food Order placed through the Food Ordering Program and to respond to queries made by Customers with respect to Food Orders placed through the Food Ordering Program. Without limitation, you shall not: (i) share Google Data with any third party; (ii) use Google Data for advertising, marketing, or remarketing purposes; (iii) sell Google Data, share Google Data for cross-context behavioral advertising purposes, or retain, use, or disclose Google Data for any purpose outside the context of the direct business relationship between you and MetalRoxx as set forth in these Terms or your payment processing agreement or for any commercial purpose other than those authorized herein; (iv) combine Google Data with information received from any other source except as permitted by applicable law and in accordance with MetalRoxx documented instructions; or (v) process Google Data outside of the United States or direct or market services under the Agreement to individuals outside of the United States. Your use, disclosure, and other processing of Google Data shall at all times comply with applicable law and any applicable privacy notices, and you certify that you understand and will comply with this section and, upon request by MetalRoxx, will promptly provide information to MetalRoxx reasonably necessary for MetalRoxx to assess your compliance with these Terms. You agree that as between you and MetalRoxx, you act in the role of MetalRoxx data processor or sub-processor. You will not retain any Google Data for any longer than is strictly necessary to effectuate fulfillment of a Food Order and will immediately delete any Google Data upon MetalRoxx request.
24.12 You shall have in place reasonable technical and organizational measures to protect Google Data against accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure, or access. You will ensure that such measures provide a level of security reasonable to the risk presented by the processing and the nature of the data to be protected, including without limitation: (i) maintaining reasonable controls to ensure that access to Google Data will be limited to individuals who have a legitimate need to process Google Data under these Terms or your payment processing agreement; (ii) promptly terminating an individual’s access to Google Data when such access is no longer required for performance under the Agreement; (iii) using reasonable and secure data transfer methods to transfer any Google Data across any network other than an internal company network owned and managed by you; (iv) assuming responsibility for any unauthorized access to Google Data under your custody or control; (v) maintaining a reasonable incident response program to respond to any actual or reasonably degree of certainty of unauthorized destruction, loss, control, alteration, acquisition, disclosure of, or access to Google Data under your custody or control (Security Incident); and (vi) providing reasonable ongoing privacy and information protection training and supervision for all personnel who process or access Google Data. Without limitation, if you become aware of or reasonably suspect a Security Incident, you shall: (a) promptly (and in any event within twenty-four (24) hours) notify MetalRoxx; (b) promptly undertake an investigation of the Security Incident and reasonably cooperate with MetalRoxx (and Google as may be directed by MetalRoxx) in connection with its or their investigation, including by preserving and making available all requested records, logs, files or other relevant materials and regular updates; (c) as directed by MetalRoxx, undertake appropriate remediation measures; (d) not make any statement concerning the Security Incident that directly or indirectly references MetalRoxx or Google unless MetalRoxx provides its written authorization; and (e) promptly reimburse MetalRoxx for all costs and expenses (including legal fees) reasonably incurred by MetalRoxx in connection with a Security Incident.
