Terms of Service

1. TERM AND TERMINATION

1.1. Term.

The Agreement will become effective on the Effective Date and will continue until the end of the “Subscription Term” indicated on the Order Form (which will be two (2) years if no such period is indicated). The Subscription Term will begin on the earlier of (a) the first date a User creates a Platform account, or (b) the Effective Date indicated on the Order Form. Thereafter, the Term (including the Subscription Term and all Services) will automatically renew for successive twelve (12) month periods, unless either party notifies the other in writing of its intent not to renew at least sixty (60) days prior (the “Non-Renewal Notice”) to the expiration of the then-current Term, or as earlier terminated pursuant to Section 5.2.

1.2. Termination for Material Breach.

Either party may terminate this Agreement or an Order Form for a material breach of the other party that remains uncured for thirty (30) days’ after the breaching party’s receipt of a written notice of such breach. Olympic Performance Group may additionally terminate this Agreement upon shorter written notice if in the reasonable judgement of Olympic Performance Group, Subscriber’s Venue or Users are acting in a manner that would create imminent and material risk to Olympic Performance Group.

1.3. Effects of Termination.

Upon expiration or termination of the Agreement or an Order Form, (a) Subscriber’s license to the Platform will terminate and the Subscriber will stop using the Platform and (b) each party will return or destroy any Confidential Information of the other party in its possession. Unless the Subscriber terminates this Agreement for Olympic Performance Group’s material breach, no prepaid fees will be refunded, and the Subscriber will remain responsible for all Subscription payments for the then-current Term.

2. CONFIDENTIALITY

2.1. Confidential Information.

“Confidential Information” means non-public or proprietary information in any form disclosed by or on behalf of either party that (a) is marked or identified as “Confidential” or with a similar designation, or (b) by its nature or the circumstances of its disclosure ought reasonably to be treated as confidential. The Platform, and Usage Information is Confidential Information of Olympic Performance Group; Subscriber Information is Confidential Information of Subscriber. Each party may have access to the other party’s Confidential Information as a result of this Agreement. Confidential Information is the sole property of the disclosing party. Each party will additionally treat the terms of this Agreement as Confidential Information.

3. INDEMNIFICATION

3.1. Indemnity.

Each Party hereby agrees to indemnify, defend and hold harmless the other Party, and their respective directors, employees and agents from and against any suits, claims, actions, demands, liabilities, expenses and/or losses, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) to the extent such Losses result from any: (a) breach of the Agreement or applicable law by such indemnifying Party; (b) negligence or willful misconduct of the indemnifying Party, its Affiliates or (sub)licensees, or their respective directors, employees and agents in the performance of the Agreement

4. GENERAL

4.1. Entire Agreement.

This Agreement constitutes the entire understanding and agreement of the Parties relating to the subject matter of this Agreement and supersedes, cancels and replaces all prior agreements between the Parties which relate to the same subject matter whether written, oral, express or implied, or which would be inferred from the correspondence, oral statements or conduct of the Parties, and all such agreements shall be deemed to have terminated by mutual consent with effect from the Effective Date.

4.2. Notices.

All legal notices and changes related to this Agreement will be in writing and sent to the Subscriber’s email indicated on the Order Form. All notices required to be given to Olympic Performance Group shall be in writing and sent to this address: 394 Benson Park Drive, Oklahoma City, OK 73102.

4.4. Attribution.

Olympic Performance Group may list Subscriber as a its client on the Olympic Performance Group website and marketing materials, and may use the Subscriber’s Restaurant Description to do so consistent with Subscriber’s style guidelines. The Parties may agree to additional marketing efforts (i.e., case studies, events) in writing.

4.5. Execution.

The Agreement takes effect upon execution of an Order Form, which may be executed in any number of counterparts, by digital signature, by a scanned signature page in a format such as PDF, or via a recognized electronic consent method. All signature pages or equivalents will be deemed an original, and all of which taken together will constitute a single agreement.

The Services are provided by:

Olympic Performance Group
394 Benson Park Drive, Oklahoma City, OK 73102.
support@olympicperformancegroup.org