Terms of Service
BY ACCESSING, USING THE SOFTWARE AND/OR SIGNIFYING YOUR ACCEPTANCE TO THESE TERMS OF SERVICE, YOU AGREE TO THE TERMS OF THIS ELECTRONIC AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT ACCESS, OR USE THE SERVICES (AS DEFINED IN THESE TERMS OF SERVICE).
These Terms of Service (“Agreement” or “Terms & Conditions” or “Terms of Service”) are a contract between you (individually and collectively, “you” or “your”) and Maria’s Gourmet Kitchen, LLC (“MGK” or “Us” or “We”) and govern your use of MGK’s websites and any affiliated sub-domains and sites), Software, and Servers (hereinafter collectively the “Service”), your rights and obligations with respect to User Data that you place in the Service, and associated Intellectual Property Rights thereto (hereinafter an “Account”). By accessing, using, subscribing, purchasing, or downloading the Services, or any goods, materials, or content from the Website, you agree to follow and be bound by the following terms and conditions and any other terms and conditions embodied in any other agreements you enter into with us. If you do not agree with the Terms & Conditions, you may not use the Website or the Services.
These Terms of Service apply to your use of the Service on or through the MGK Website. This Agreement is governed by the Electronic Signatures in Global and National Commerce Act. You manifest your agreement to these Terms of Service by any act demonstrating your assent thereto, including by accessing the Website or using the Services, whether you have read these terms or not. You should print a copy of this Agreement for your personal records.
“Account Owner” means the individual who establishes the Account. The Account Owner is responsible for the obligations and activities under the account as well as all Users, and Team Members within the Account.
“HIPAA” means the Health Insurance Portability and Accountability Act of 1996;
“Intellectual Property Rights” means copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law;
“Protected Health Information” or “PHI” means protected health information as defined by HIPAA’s Privacy Rule found at 45 C.F.R. §160.103; and
“Servers” are computers or devices that host the Website or Software or Service
“MGK Software” or “Software” is the software provided to you by MGK and/or its suppliers under license or with respect to which you have access, in connection with the Service;
“Team Member” means Account Owners’ contractors, administrators, or other service providers who are granted access to the Account with the authorization of the Account Owner.
“User Data” means any data or images that you or your clients submit to the Servers, Website, or other areas of the Service, or generated or collected on your behalf from the Services, Website, the Service or third parties, including but not limited to Protected Health Information as that term is defined below, video, image and sound data;
“Users” means an Account Owner, Team Member, or either of their clients.
“Website” means the websites and services available from the domain and sub-domains that these Terms of Service are on or any related or successor domains and mobile applications and sites from which MGK may offer Services;
2. Establishing an Account
You may need to establish an Account with MGK to use certain MGK Services. Only one person may be an Account Owner, who can grant access to the account to Team Members who are employed by or are contracted by Account Owner. You agree to provide accurate, current, and complete information about yourself (“Registration Data”) as prompted by any account registration form and to use the account management tools provided to keep your Registration Data accurate, current and complete.
3. Account Verification
By accepting this Agreement, you represent that you are at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, and you have the legal authority to enter into this Agreement. You further agree that as a condition to accessing any Account made available through the Website and the Service, you will submit to account verification as required by MGK and provide only true and accurate identification documentation to MGK or its third party service providers as requested by MGK. You are responsible for the security of any account verification information, such as user names and passwords.
4. Responsibility for Use of Account
You, as the Account Owner, are responsible for all activities conducted through your Account, are responsible for all activities conducted through your user name and are responsible for whom you grant access to your Account, including those you authorize to access your Account on behalf of yourself. In the event that fraud, violation of law, regulation or rule, or conduct that violates this Agreement occurs (whether by you or someone else) that is in any way connected with your Account, we may suspend or terminate your use of the Service.
5. Selection and Use of Account Password
At the time your Account is created, you must select a password. You are responsible for maintaining the confidentiality of your password and are responsible for any damages, claims or other harm resulting from your disclosure, or authorization of the disclosure of your password or Account or from any person’s use of your password or your Account and those who gain access to your Account or Account Name. At no time should you respond to an online request for a password other than in connection with the log-on process to the Service. Your disclosure of your password to any other person is at your own risk.
6. Fees and Billing
MGK provides the Service for the fees as mutually agreed with the Account Owner under a separate agreement. We may suspend or terminate your use and your Account’s use in the event of any payment delinquency.
7. Modification of Service
MGK reserves the right to add, modify, or eliminate aspect(s), features or functionality of the Service from time to time for the purposes of compliance with applicable laws and regulations, to effect improvements in security and functionality, to correct errors, or for any other purposes, at its sole discretion.
In providing you our Service, MGK will not sell any Personal Information contained in User Data. MGK will not retain, use or disclose the Personal Information you provide to us about your clients or your clients provide to us except for the specific purpose of performing our obligations under this Agreement, including providing and improving the Service under this Agreement, nor will MGK retain, use or disclose Personal Information about clients outside of our direct business relationship with you.
We will make no use of PHI that is not permitted by this Agreement or that is prohibited by applicable law, including but not limited to HIPAA. In the event that we receive a subpoena or other legal or court order compelling the disclosure of any of your clients’ User Data (including PHI) or any of your data, unless ordered to not do so by a court of competent jurisdiction, or unless our legal counsel advises us that prior notification is not required or in violation of applicable law, we will notify you of the subpoena or other legal or court order prior to disclosing the PHI or other data. We will make commercially reasonable efforts to maintain the Service in a manner that includes appropriate administrative, technical, and physical security measures designed to protect the confidentiality, availability, and integrity of PHI that is in our possession, as required by HIPAA.
In the event of termination of this Agreement, whether by your cancellation of the Agreement, your breach of, or as otherwise provided in this Agreement, it is your responsibility to request a file or files containing the User Data contained within the Service before the account termination date and to ensure the secure preservation of PHI for your clients pursuant to federal and state law. MGK will destroy the User Data for your Account as provided in Section 15 of these Terms of Service.
9. No Responsibility for Acts of Omissions of Third-Party Websites
10. Your Rights and Obligations with Respect to User Data
In connection with any User Data you submit to the Service, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize MGK to use, retain and process the User Data in the manner contemplated by the Service and this Agreement. You agree that by submitting any Content to or through the Servers, Website, or other areas of the Service, you hereby automatically at such time grant MGK (and its affiliates) a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, and display the User Data solely for the purposes of providing the Service. The license granted in this Section is referred to as the “Service Data License.”
You acknowledge that you are responsible for all information and User Data you and those who are under the Account input into the Service. You understand and agree that you are bound by various laws and regulations, including but not limited to HIPAA , which require that you preserve the availability, accuracy, integrity, and confidentiality of protected health information and personally identifiable information.
11. Interruption of Service
MGK may on occasion need to interrupt the Service, with or without prior notice, to protect the integrity or functionality of the Service or for maintenance purposes. You agree that MGK will not be liable for any interruption of the Service (whether intentional or not), and you understand that you will not be entitled to any compensation for interruption of service. Likewise, you agree that in the event of loss of any User Data, we will not be liable for any purported damage or harm arising therefrom.
12. MGK’s Intellectual Property Rights and Limited License Granted to You
A. Intellectual Property Rights. MGK owns Intellectual Property Rights in and to the Service, except all User Data, including the MGK Software, the Websites, and the Servers, and in and to our trademarks, service marks, trade names, logos, domain names, taglines, and trade dress (collectively, the “MGK Marks”). You understand that such Intellectual Property Rights are apart from any rights you may have in User Data you submit to the Service, as discussed above. You acknowledge and agree that MGK and its licensors own all right, title, and interest in and to the Service, including all Intellectual Property Rights therein, other than with respect to User Data. Except as expressly granted in this Agreement, all rights, title, and interest in and to the Service, except all User Data, and in and to the MGK Marks are reserved by MGK. Copyright, trademark and other laws of the United States and foreign countries protect the Service and the MGK Marks.
B. Limited License. MGK hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Service as set forth in these Terms of Service and expressly conditioned upon your Account remaining active, in good standing, and in full compliance with these Terms of Service. You agree that you will not (i) allow any person or entity not authorized by MGK to use or access the Software, (ii) attempt to copy any ideas, features, functions or graphics contained in the Service; (iii) use the MGK Software for any other purpose intended to benefit a party other than you, (iv) alter or modify the MGK Software, (v) sell, assign, sublicense, rent, lease or otherwise transfer the MGK Software or any rights in connection therewith, or (vi) attempt to translate, disassemble, decompile, reverse assemble, reverse engineer all or any part of the Service or otherwise attempt to derive the source code for the Software.
C. Feedback and other Input. You may provide suggestions, ideas and/or feedback (collectively, “Feedback”) to MGK or in the use of the Services or Website regarding MGK Website, products or Services. You agree that MGK will be free to use, irrevocably, in perpetuity and for any purpose, all Feedback provided to it by you or your employees and that all right title and interest in Feedback is assigned to MGK. The foregoing grant of rights is made without any duty to account to you or to any of the foregoing persons or entities for the use of such Feedback.
13. Disclaimer of Other Express and Implied Warranties.
MGK WARRANTS THAT DURING THE TERM OF THIS AGREEMENT, THE SOFTWARE AND THE SERVICES WILL FUNCTION IN SUBSTANTIAL CONFORMANCE TO THE SPECIFICATIONS SET FORTH ON THE WEBSITE. MGK PROVIDES THE SERVICE, INCLUDING WITHOUT LIMITATION THE SOFTWARE, THE WEBSITES, THE SERVERS, AND YOUR ACCOUNT, STRICTLY ON AN “AS IS” BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR USER DATA OR ANY EXPENDITURE ON YOUR PART, MGK AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON MGK’ SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICE ON THIS BASIS. MGK does not ensure continuous, error-free, secure or virus-free operation of the Service, the Software, the Websites, the Servers, or your Account, and you understand that you shall not be entitled to refunds or other compensation based on MGK’s failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you. MGK does not guarantee that by mere use of the Software you will be in compliance with HIPAA, and you understand and agree that you are responsible for maintaining administrative, technical and physical safeguards necessary to ensure the confidentiality, availability, and integrity with respect to your PHI and to otherwise comply with HIPAA.
14. Suspension and Termination of Accounts
MGK may suspend or terminate your Account, without notice, for breach if you violate this Agreement. MGK may, at its sole discretion, provide You a grace period prior to termination, in the event of a breach or your failure to pay fees and charges, without waiving its rights hereunder to terminate immediately upon such events. We may suspend or terminate your Account if we determine in our discretion that such action is necessary or advisable to comply with legal requirements or protect the rights or interests of MGK or any third party. In such event, you will not be entitled to compensation for such suspension or termination, and you acknowledge MGK will have no liability to you in connection with such suspension or termination.
15. Termination of Licenses Upon Termination of Account
Upon termination of your Account, all licenses granted by MGK to use the Website, Software, and the Service will automatically terminate, and all User Data in your Account will be retained no more than ninety (90) days after termination or expiration of your Account or this Agreement, and deleted on expiration of such ninety (90) day time frame. You are responsible for requesting export of all account data and ensuring the secure preservation of Protected Health Information for your clients pursuant to federal and state law, and ethical requirements.
16. Survival of Terms After Termination, Interpretation of Section Headings and Severability
The following terms will survive any termination of this Agreement: Sections 8, 10, 12(A), and 12(C)-16. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.