Effective February 2021

Please read these Terms of Service carefully, because they constitute the binding legal agreement between you, an individual, as well as the entity you represent and, on whose behalf, you are agreeing to these Terms and Fayus, Inc.

The Terms apply to your access to and use of the websites, portals, and mobile applications, including without limitation, https://www.fayuscorp.com, pursuant to which we make available services provided by Fayus, Inc. By using our services, you agree to these Terms, including the mandatory arbitration provision and class action waiver, on behalf of yourself and the Customer you represent that you are authorized by Customer to agree to these Terms on behalf of yourself and such Customer. If you or the Customer do not agree to these Terms, do not use our Services.

If you have any questions about these Terms or our Services, please contact us by calling 1 (916) 383-1124

Privacy
Please refer to our Privacy Notice for information about how Fayus, Inc. collects, uses and discloses information about our customers.

Eligibility
The Services are not targeted towards, nor intended for use by, anyone under the age of 18. By accessing or using the Services, you represent and warrant that you (a) are 18 of age or older; (b) have not been previously suspended or terminated from the Services; and (c) have full power and authority to agree to these Terms on behalf of Customer and that, in doing so, you will not violate any other agreements to which you or Customer are a party.

Accounts and Account Security
Each Customer must register for at least one account to access some or all of our Services, and a Customer may have multiple accounts for separate divisions of its business (e.g., a Customer may have an account for its hospitality group and another account for its catering group). If you register for an account on behalf of Customer or a division of its business, you may only do so with the authorization of Customer to function as its account administrator, and you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of the account and promptly notify us if you discover or suspect that someone has accessed the account without permission. If others are permitted to use the Customer or Customer division account credentials, you represent that you and Customer are responsible for the activities of such users that occur in connection with the account.

Terms of Sale
4.1 Orders.  Orders for Products may be placed through the Site.  All orders are subject to the terms of the Customer Agreement between Fayus, Inc. and Customer, and such Customer Agreement is hereby incorporated by this reference with respect to Orders made on the Site.  If you place an Order, you represent that you are duly authorized by Customer to place such Order.  All Orders are final and may not be cancelled or returned unless otherwise agreed by Fayus, Inc. in writing.

4.2 Payments & Pricing. You will provide accurate and up-to-date payment information at the time you order any Product.  You will have sufficient funds or credit available upon placement of any such order to ensure that the purchase price will be collectible by us.  The Site may contain information regarding the availability of Products. In rare cases, a Product may be in stock when you place the Order, and sold out by the time we attempt to process the Order. Should this happen, we will notify you and cancel the item from your Order.  Orders are not confirmed until an Order confirmation is sent via email.  Unless otherwise specified, prices quoted are exclusive of: (a) the costs of shipping or carriage to the agreed place of delivery; and (b) value added tax and any other tax or duty which (where applicable) must be added to the price payable. You will pay for taxes, shipping or carriage of the Products as such costs are specified in the Customer Agreement.

4.3 Delivery.  We strive to ensure deliveries in the timing shown on the delivery option selected and set out in the order confirmation, but we do not guarantee delivery times. Your order will be delivered to the United States address that you specify when placing your order. The Product(s) ordered will be at your risk when the Product(s) are shipped.

Prohibited Conduct and Content

5.1 You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:

• Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
• Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
• Sell, resell or otherwise receive compensation from others to use our Services;
• Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
• Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
• Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
• Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
• Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
• Develop or use any applications that interact with our Services without our prior written consent;
• Bypass or ignore instructions contained in our robots.txt file; or 
• Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

5.2 Enforcement of this Section 5 is solely at Fayus, Inc.’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.  In addition, this Section 5 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

Ownership; Limited License
The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by Fayus, Inc. or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use our Services. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

Trademarks
The trademarks, logos, characters, our product or service names, our slogans and the look and feel of the Services belong to Fayus, Inc. and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us. Fayus, Inc. will aggressively enforce its intellectual property rights to the fullest extent of the law, including criminal prosecution.

Feedback
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Fayus, Inc. or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Fayus, Inc.’s sole discretion. You understand that Fayus, Inc. may treat Feedback as nonconfidential.

Repeat Infringer Policy; Copyright Complaints
In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others.

Third-Party Content
We may provide information about third-party products, services, activities, trainings or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Fayus, Inc. does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

Trainings
You may access trainings, whether offered by Fayus, Inc. through the Services or as Third-Party Content made available on the Site (collectively, “Trainings”). Pursuant to Sections 12 and 13 of these Terms, your access to and use of the Trainings is at your own risk, and Fayus, Inc. bears no liability for your access to or use of the Trainings or the information you obtain through such Trainings. You may also assign Trainings to other users authorized by Customer, and if you do so, you are responsible for the activities of such users in connection with their access to and use of the Trainings or the information you obtain through such Trainings.

Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Fayus, Inc. and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Fayus, Inc. Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You will promptly notify Fayus, Inc. Parties of any third-party Claims, cooperate with Fayus, Inc. Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the Fayus, Inc. Parties will have control of the defense or settlement, at Fayus, Inc.’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Fayus, Inc. or the other Fayus, Inc. Parties.

Disclaimers
Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Fayus, Inc. does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Fayus, Inc. attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

Limitation of Liability
To the fullest extent permitted by applicable law, Fayus, Inc. and the other Fayus, Inc. Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Fayus, Inc. or the other Fayus, Inc. Parties have been advised of the possibility of such damages.

The total liability of Fayus, Inc. and the other Fayus, Inc. Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid by you to use our Services in the twelve months prior to the first event that gave rise to a Claim.

The limitations set forth in this Section 14 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Fayus, Inc. or the other Fayus, Inc. Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

Release
To the fullest extent permitted by applicable law, you release Fayus, Inc. and the other Fayus, Inc. Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.

Transfer and Processing Data
In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

Governing Law and Venue
Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Delaware, except to the extent pre-empted by U.S. federal law, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in San Francisco, California.

Modifying and Terminating our Services
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

Severability
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

Miscellaneous
The failure of Fayus, Inc. to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.