1. Acceptance

1.1. It is important that you read all the following terms and conditions carefully. These Terms and Conditions (the “Agreement”) is a legal agreement between you and One Menu Inc. (the "Company", “One Menu” or “We”), that governs the conditions of use of the Menu Builder Software (the “Software”) offered by One Menu.

1.2. By accessing and using the Software, you are indicating your acceptance to be bound by the Agreement. You must not access or use the Software if you do not accept the Agreement.

1.3. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. In that case, “you” and “your” will refer to that company or other legal entity.

2. Amendments

2.1. We may revise, amend, or otherwise change this Agreement from time to time without any prior notice to you. Whenever the terms of this Agreement are modified, you will be notified of any changes to this Agreement via email and it is your responsibility to review this Agreement.

2.2. You agree that your use of the Software after the effective date of any such changes will signify your acceptance of the revised, amended, or otherwise updated Agreement. You are advised to visit this page periodically to review any updates to this Agreement.

3. The Services

3.1. The purpose of the service is the use of the Software to build digital menus with food allergen and dietary labels.

3.2. The Software includes the following services: 

(a) Food allergen and diet declaration, including 14 allergens mandated in the United Kingdom under Regulation (EU) No 1169/2011.

(b) Food allergen and diet declaration, including 11 priority food allergens as identified by the Canadian Food Inspection Agency (CFIA)

(Altogether the “Services”)

4. Use of the Services

4.1. In using the Services, you are entirely responsible for selecting the correct regional settings in the menu builder to ensure compliance with your local regulations. One Menu is not responsible for making any regional selections or any outcome from making or failing to make the correct selection.

4.2. You are entirely responsible for the input, ongoing management, and accuracy of the menu data. Failure to keep this up-to-date is risky and you must review this as part of your legal obligations to comply with any allergy requirements.

4.3. Failure to check and update your menu(s) regularly may result in temporary removal of certain Services. For example, while your online menu would remain available for general use, the Diet Filter functionality would be temporarily removed.

5. No Medical Advice

5.1. One Menu does not provide medical advice. The information provided in the course of using the Services is for informational purposes only and is not professional medical advice, diagnosis, treatment, or care, nor is it intended to be a substitute for the same.

5.2. We advise that you seek the advice of a physician or other qualified health provider properly licensed to practise medicine or general health care in your jurisdiction concerning any questions you may have regarding any information obtained from using the Services and any medical condition you believe may be relevant to you, your business or to someone else.

5.3. Statements and opinions expressed in the course of using the Services should be considered as the opinion of the individuals who expressed them, and not the views, ideas, opinions, or advice of One Menu.

6. Accessing the Software

The Software is accessible via a smartphone, tablet, laptop, and desktop computer provided an internet connection is established using one of the following browsers: the latest versions of Chrome, Firefox, Opera, Safari (iOS included) or Edge. 

7. Demo

7.1. We offer a demo version of the Software to provide an opportunity to test and explore some of the capabilities of the Software without the need to create a user account.  

7.2. You understand that the terms of this Agreement where applicable also apply to your use of the Demo.

8. User Registration and Account

8.1. To access the Software, you are required to create a user account and thereafter login to the Software using the access code sent to your email address or phone number. If your user registration details change, you are responsible for updating them yourself. 

8.2. Certain features of the Software (such as menu publishing) are subject to having either a current monthly or yearly subscription in place. 

9. Pricing

Certain Services are offered under different pricing plans, the features and limits of each plan are available at whatisedible.com/pricing. Your rights and obligations with respect to certain Services will be based in part on the particular pricing plan that you choose.

10. Taxes

All prices are exclusive of taxes, and you consent to settle all value-added taxes relating to the transactions under this Agreement. If we are obligated to collect a tax but did not do so during the sale, we retain the right to subsequently bill you for the relevant tax.

11. Payment Terms

11.1. When you purchase our Services (each such purchase, being a “Subscription”), you expressly authorize us or our third-party payment processor to charge you for such Services. 

11.2. You represent and warrant that you have the legal right to use all payment methods that you provide to us with respect to the purchase of a Subscription.

11.3. One Menu reserves the right to cancel, suspend or restrict your subscription. You will have no access to the Software and/or the Services in the event of non-payment, late payment, or partial payment of any amount due concerning your subscription to the Software.   

12. Authorization for Recurring Payments

12.1. Each Subscription pricing plan includes recurring charges such as the charges for accessing the Services, and the applicable taxes (collectively referred to as a "Subscription Fee”). Depending on your selections, these charges may repeat monthly, quarterly, or annually at the prevailing rate. Please be aware that our fees are subject to change, however, we will inform you before implementing any changes to our fees and/or charges.

12.2. By purchasing a Subscription, you are accepting the terms of this Agreement and you recognize that your Subscription involves recurring payments, and you assume responsibility for all recurring payment commitments until you or One Menu cancels your Subscription. We (or our third-party payment processor) will automatically bill you based on the duration of your Subscription (such as monthly, quarterly, or annually), on the same day your Subscription commenced, utilizing the payment details you've supplied.

12.3. If your Subscription commences on a day not present in subsequent months, we will charge your payment method on another suitable day as determined by us. For instance, if you initiated a monthly Subscription on January 31st, your subsequent payment date would likely be February 28th, and your payment method would be billed accordingly. Additionally, we may periodically pre-authorize your payment method to anticipate relevant fees or associated charges.

12.4. Your Subscription will continue until it is either canceled by you or We terminate your access to or use of the Services or Subscription under this Agreement. 

13. Cancellation of Subscriptions

13.1. You have the option to cancel your Subscription at any time, but please be aware that such cancellation will only take effect at the end of the ongoing Subscription period. Except where mandated by law, NO REFUND WILL BE PROVIDED FOR ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE CURRENT SUBSCRIPTION PERIOD AT THE TIME OF YOUR CANCELLATION.

13.2. To cancel, you can either (i) send an email to us at alex@whatisedible.com and follow any provided instructions in response to your cancellation request, or (ii) for certain types of Subscriptions, initiate cancellation through your One Menu account settings within the Services. You will be accountable for all Subscription Fees in respect of the current Subscription period. Canceling your Subscription will not result in the termination of your One Menu account. Refer to Section 18. (Termination) below for details on permanently deleting your One Menu account.

14. Scheduled Maintenance

We may from time to time suspend the Services for the purposes of scheduled maintenance. We shall endeavour to carry out any scheduled maintenance outside of business hours, however, we cannot guarantee this. We shall not be liable for any disruption caused due to scheduled maintenance.

15. Intellectual Property and Grant of Rights 

The Software source code and data are the property of One Menu. One Menu grants you only a simple, non-exclusive, and non-transferable licence to use the Software and Services. 

16. Use Restrictions

16.1. You are prohibited from reproducing, modifying, or distributing any content from the Software without specific written authorization from One Menu. 

16.2. Unless otherwise expressly authorized in this Agreement, you agree that you, and will ensure your employees, contractors, and other individuals associated with your One Menu account ("Authorized Users") refrain from, and will not encourage or aid third parties to:

(a) Engage in reverse engineering, decompiling, disassembling, or any other attempts to uncover the source code, object code, or underlying structure, concepts, know-how, or algorithms relevant to the Services (except where such restriction is prohibited by applicable law);

(b) Provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise permit others to access or use the Services;

(c) Replicate, modify, create derivative works from, or remove proprietary notices from the Services; or

(d) Circumvent any technical restrictions implemented by One Menu.

17. Reservation of Rights

As between the parties, One Menu owns all right, title, and interest in the Services, and you own all right, title, and interest in any material(s) that are uploaded to the Services by you (“Customer Materials”).

18. Feedback; Use Rights

We welcome feedback, comments, and suggestions (“Feedback”). As we need to be able to freely work with your Feedback to improve the Services, you hereby irrevocably transfer and assign all right, title, and interest (including all intellectual property rights, such as copyrights or trade secrets) in and to the Feedback, including any and all “moral rights” that you might have in such Feedback, and you hereby forever waive and agree never to assert any and all “moral rights” you may have in the Feedback. Additionally, One Menu will have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, and related systems and technologies, and One Menu will be free (during and after the term) to use such data and information to maintain, improve, and enhance any Services.

19. Termination

19.1. You may terminate your One Menu account through your account settings within the Services or by contacting us via email (alex@whatisedible.com). This will result in the permanent deletion of your One Menu account, including menus and other Customer Materials, from our data servers. This action is irreversible.

19.2. In the event of your breach of this Agreement, we reserve the right to immediately terminate your access to and use of the Services, at our sole discretion, at any time and without notice or liability to you.

20. Privacy Policy 

We shall comply with the relevant Data Protection Laws with respect to the processing of any Customer Personal Data. We shall only process the Customer Personal Data for the purposes specified in our Privacy Policy.

21. Governing Law and Jurisdiction

The laws of Ontario, Canada will govern this Agreement, as well as any dispute that may arise from the Agreement between you and the Company. You also agree that the courts of Ontario shall have exclusive jurisdiction to deal with any disputes. 

22. Warranties and Disclaimers

22.1. In the event of any loss or corruption of any data associated with a Subscription, One Menu will use commercially reasonable efforts to restore the lost or corrupted data from the latest relevant backup maintained by One Menu. ONE MENU WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF ANY DATA.

22.2. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Services, and we make no guarantees around data retention or preservation. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND.

23. Indemnity 

You will indemnify and hold harmless One Menu and its officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services; (ii) your Customer Materials; or (iii) your violation of this Agreement.

24. Limitation of Liability

NEITHER ONE MENU NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (“SUPPLIERS”) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ONE MENU HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

25. Severability

The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision.

26. Notices

Any notices or other communications provided by One Menu under this Agreement, including those regarding modifications to this Agreement, will be given by One Menu: (i) via e-mail; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.