Thank you for using Wot 2 Eat!
The Wot 2 Eat mobile application and website is owned and operated by DC & GP Co. Pty Ltd ACN 622 938 309 (“Wot 2 Eat”, “W2Eat”, “What to Eat”, us”, “we” or “our”).
These Terms and Conditions of Use (“Terms”) govern your access to and use of the Wot 2 Eat mobile application, products and services (“Products and Services”). By downloading and accessing or using the Products and Services of Wot 2 Eat and our affiliates, or our services, features or functionality jointly offered with other companies through your mobile application or website, you agree to be bound by these Terms.
These Terms affect your legal rights and obligations. If you do not agree to be bound by all of these Terms, do not continue to access or use our Products and Services.
1.1. You are hereby granted a limited, non-exclusive, non-sublicensable license to access and use the Wot 2 Eat Products and Services and any content that is published by Wot 2 Eat (“Wot 2 Eat Content”).
1.2. You may not use the Products and Services or Wot 2 Eat Content for any illegal or unauthorized purpose and you agree to comply with all laws, rules and regulations applicable to your use of the Products and Services.
1.3. You understand and agree that you are responsible for all data charges that you may incur for using the Products and Services.
1.4. You understand and agree that if you download or use our software, such software may download and install upgrades, updates and additional features from time to time to improve or further develop the software.
1.5. You agree to abide by any third-party terms and conditions that apply to our Products and Services, including but not limited to, the Apple Media Services Terms and Conditions or the Android Market Terms of Service, as amended, varied or replaced from time to time.
2. Registration and Account Security
2.1. You must provide accurate information about yourself to register your account to use the Products and Services, including your email address and password.
2.2. It is your responsibility to ensure that your registration information is kept up to date, and that your password is kept confidential and stored in a secure place. We cannot guarantee that unauthorized persons or entities will not be able to defeat our security measures.
2.3. You are responsible for all the activity undertaken on your account whilst using the Products and Services. If you become aware of any compromised or unsolicited activity relating to your account, you must immediately notify us in writing by email to email@example.com so that we may investigate the alleged security breach and take the appropriate action that we deem necessary at our sole discretion.
3. User Content
3.1. The Wot 2 Eat Products and Services allows you to create, post, transmit and/or store content, including but not limited to, photos, video clips, audio clips, comments, text, graphics, profiles and other materials (“User Content”).
3.2. You retain all rights in, and are solely responsible for, the User Content you submit, post or display on Wot 2 Eat Products and Services, as well as the User Content that you post or share to any third-party websites through the Wot 2 Eat Products and Services.
3.3. You understand and agree that we cannot and will not be responsible for the User Content posted on the Products and Services and you use the service at your own risk.
3.4. We do not claim ownership of any User Content you post on or through the Products and Services. Instead, you hereby grant to Wot 2 Eat, an irrevocable, non-exclusive, royalty-free, perpetual, transferable, sub-licensable, worldwide license to use, reproduce, modify, adapt, edit, publish, create derivative works and distribute your User Content on Wot 2 Eat, in any and all media or distribution methods, either known or later developed (“User Content Licence”).
3.5. If you upload or otherwise post or provide any User Content to the Products and Services, including to or from the mobile application to any third-party websites whilst using our Products and Services, you represent and warrant that such User Content:
3.5.1. is not defamatory, threatening, intimidating, harassing, harmful, hateful, vulgar, explicit, violent, sexist, racist, homophobic, pornographic, degrading or encourages or incites any other person to engage in any of the above behaviours;
3.5.2. does not promote information that is false, misleading or promotes illegal or unlawful activities;
3.5.3. does not violate, misappropriate or infringe on the rights of any third party, including but not limited to, privacy rights, publicity rights, copyrights, trademarks and/or other intellectual property rights;
3.5.4. does not contain spam, chain mail, pyramid schemes, marketing schemes or any other unsolicited mass mailing schemes; and/or
3.5.5. does not contain computer viruses, codes, files or programs that are designed to interrupt, change or limit the functionality of the Wot 2 Eat Products and Services or which in any way inhibits or impinges on another’s use of the Products and Services.
3.6. We reserve our right to terminate your access to the Products and Services without obligation or prior notice to you, or to remove, modify, edit or block your User Content at any time if we determine in our sole discretion that your User Content has violated or is inconsistent with these Terms or the law.
3.7. Following the removal of your User Content or the termination or deactivation of your account, we may retain your User Content for a commercially reasonable period of time for backup, archival or audit purposes. Other users may also retain and continue to use, store, display, modify and reproduce your User Content if your User Content has been stored or shared through our Products and Services to any third-party websites.
4. Third Party Sites
4.1. Our Products and Services may link you to third-party websites throughout the World Wide Web. You acknowledge and agree that we cannot control these third-party websites or the content that is contained within them.
4.2. We do not represent or warrant to you that the third-party websites are secure, error-free or without computer viruses, or that the content contained within the third-party websites is not offensive, illegal or incorrect.
4.3. By using our Products and Services to link to any third-party websites, you acknowledge and agree that you may not make any claim against Wot 2 Eat for any loss or damages of any kind, including but not limited to direct, indirect, economic, exemplary, special, punitive, incidental or consequential loss or damages, that are directly or indirectly related to your use of our Products and Services to link to any third-party websites.
5. Competitions and Promotions
5.1. From time to time, Wot 2 Eat may run competitions or other promotions through the Products and Services. These competitions or other promotions will be subject to additional terms and conditions that will be made known to you at the relevant time of the competition or other promotion.
6.1. Whilst we are committed to maintaining the Wot 2 Eat Products and Services in good working order at all times, there may be occasions when the Products and Services may be interrupted for scheduled maintenance, upgrades, and emergency repairs or due to failure of telecommunication equipment. Therefore, neither Wot 2 Eat, nor its employees or agents represent or warrant that the Products and Services will always be secure or error-free, or that the Products and Services will always function without delays, disruptions or imperfections.
6.2. The Products and Services and Wot 2 Eat Content are provided on an “as-is” and “as available” basis without warranties of any kind, whether express or implied, including but not limited to, implied warranties and conditions of merchantability, fitness for any particular purpose, non-infringement, quiet enjoyment and freedom from computer viruses.
6.3. You acknowledge and agree that Wot 2 Eat may receive fees and/or commissions from third-party users, advertisers, promoters (“Promoters”) for goods and services that are displayed, advertised or promoted through the Wot 2 Eat Products and Services.
6.4. Wot 2 Eat disclaims any and all liability for the acts and/or omissions of the Promoters. You acknowledge and agree that it is the responsibility of the Promoters to ensure that the products and services advertised by the Promoters on the Wot 2 Eat Products and Services are correct and Wot 2 Eat is not responsible to you for any errors made by the Promoters, including but not limited to, any changes, discrepancies or cancellations to the event details, prices, and availability of the products and services. You may report any alleged misconduct of the Promoters on the Products and Services in writing by email to firstname.lastname@example.org so that we may investigate the claim and take the appropriate action that we deem necessary at our sole discretion.
7. Prohibited Activities
7.1. The following activities are strictly prohibited on the Wot 2 Eat Products and Services:
7.1.1. Using the Products and Services for any purpose that is illegal, violates another person’s rights (including the publicity, privacy or data-protection rights of another person) or is otherwise prohibited in these Terms or the terms of any other third party that govern a service provided to you;
7.1.2. Using the Products and Services in a manner that may damage or disable the functioning of the Products and Services in any manner;
7.1.3. Using the Products and Services in a manner that may interfere with, prevent or negatively affect other users from access to the Products and Services;
7.1.4. The use of any robot, spider, crawler or other automated technology to access the Products and Services;
7.1.5. Compromising the security of the Products and Services;
7.1.6. Sending unauthorized advertising, promotional materials or spam;
7.1.7. Reverse engineering the Products and Services or similar to discover the source code;
7.1.8. Reverse engineering of the Products and Services or similar to bypass preventative measures employed to restrict access to content and codes of the Products and Services;
7.1.9. The use of another person’s account without their express authorization or the impersonation of another person or entity or misrepresentation of your affiliation with another person or entity; and/or
7.1.10. Buying, selling, renting, leasing or otherwise offering in exchange for compensation, access to your Wot 2 Eat account.
8. Copyright Policy
8.1. The Wot 2 Eat Products and Services and Wot 2 Eat Content are owned or licensed by Wot 2 Eat. The Products and Services and Wot 2 Eat Content are protected by copyright, trademark, patent and other laws, and, as between you and Wot 2 Eat, Wot 2 Eat owns and retains all rights in the Products and Services and Wot 2 Eat Content.
8.2. You may not remove, alter or conceal any copyright, trademark, service mark or any other proprietary rights notices incorporated in or accompanying the Products and Services and Wot 2 Eat Content.
8.3. You may not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, sell, license or otherwise exploit the Products and Services and Wot 2 Eat Content.
8.4. The Wot 2 Eat name and logo are trademarks of Wot 2 Eat and may not be copied, imitated or used, in whole or in part, without the prior written consent of Wot 2 Eat.
8.5. We also respect the intellectual property rights of others and we will remove any infringing material from our Products and Services or Wot 2 Eat Content.
8.6. If you repeatedly infringe the intellectual property rights of others, we may take reasonable steps within our power to disable and/or terminate your account with Wot 2 Eat.
9. Liability and Indemnity
9.1. Nothing in these Terms excludes or limits our liability for loss or damages arising from our negligence, fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable law, including the Australian Consumer Law, or affects your statutory rights under the applicable law.
9.2. Subject to your statutory rights under the applicable law, under no circumstances will Wot 2 Eat or its employees or agents, be liable to you for any loss or damages of any kind, including but not limited to direct, indirect, economic, exemplary, special, punitive, incidental or consequential loss or damages, that are directly or indirectly related to:
9.2.1. Your use of (or inability to use) the Products and Services;
9.2.2. The Wot 2 Eat Content;
9.2.3. Your User Content or the User Content of any third person; and/or
9.2.4. The provision of the Products and Services or any materials available therein.
9.3. You acknowledge and agree that you assume total responsibility for your use of the Products and Services. If you are dissatisfied with the Products and Services or any Wot 2 Eat Content, you must immediately stop using the Products and Services.
9.4. To the extent permitted by law, you agree to indemnify and hold Wot 2 Eat and its employees and agents indemnified, from and against any claims, liabilities, damages, loss, and expenses, including legal fees and costs, by you or any third party, due to or arising from any of the following:
9.4.1. Your access to and use of the Products and Services;
9.4.2. Your use of the Products and Services to link to any third-party websites;
9.4.3. Your User Content;
9.4.4. Your violation or alleged violation of these Terms;
9.4.5. Your violation or alleged violation of the rights of any third-party, including but not limited to, any intellectual property rights, publicity, confidentiality, property or privacy rights;
9.4.6. Your violation of any laws, rules, regulations, codes or orders of any regulatory, administrative or legislative authority; and/or
9.4.7. Any misrepresentation by you.
10.1. We reserve our right to immediately terminate or suspend (at our sole discretion) your right to use the Products and Services at any time if you have violated these Terms. You acknowledge and agree that if you violate the Terms or otherwise create risk or possible legal exposure for Wot 2 Eat, we may terminate or suspend your access to all or part of the Products and Services without prior notice to you.
10.2. Upon termination in accordance with these Terms, all licenses and other rights granted to you in these Terms will automatically cease.
11.1. We appreciate hearing from our users and value learning about how we can improve the user’s experience of Wot 2 Eat. If you choose to submit feedback, you agree that any and all comments, suggestions, ideas or other information regarding the Products and Services of Wot 2 Eat are free and non-confidential and shall become the sole property of Wot 2 Eat.
11.2. By submitting feedback, you hereby waive any rights you may have to the feedback, including any copyrights or moral rights, and Wot 2 Eat will be entitled to the unrestricted use and dissemination of such feedback for any purpose, commercial or otherwise, without any acknowledgment or compensation to you.
12.1. For any dispute you may have with Wot 2 Eat, you agree to first contact us and attempt to informally resolve the dispute with us.
12.2. If Wot 2 Eat has not been able to resolve the dispute with you informally, you agree to resolve any claim, dispute or controversy (excluding claims for injunctive or other equitable relief) arising out of, or in connection with these Terms by Alternative Dispute Resolution methods.
12.3. Unless you and Wot 2 Eat agree otherwise, the Alternative Dispute Resolution will be conducted in New South Wales, Australia.
12.4. You and Wot 2 Eat will be equally responsible for any and all fees, including filing, administrative and arbitrator or mediator fees, associated with the Alternative Dispute Resolution process.
12.5. You understand and agree that all claims must be brought in your personal capacity and not as a plaintiff or class member in any purported class or representative proceeding, and unless we agree otherwise, the Alternative Dispute Resolution process must not consolidate more than one person’s claim.
12.6. You understand and agree that by entering into these Terms, you and Wot 2 Eat each waive the right to a trial by jury or to participate in a class action.
12.7. Nothing in these Terms prevent either you or Wot 2 Eat from seeking injunctive or other equitable relief from the Court for matters related to data security, intellectual property or unauthorized access to the Products and Services.
13.3. 3.3. We collect the following types of information directly provided by you:
13.3.1. Your first name, surname, date of birth, gender, locale, email address, and password when you register for a Wot 2 Eat account;
13.3.2. The public information that you provide to any third-party websites that you may use to access the Products and Services, including but not limited to, your first name, surname, date of birth, avatar or profile picture, username, link, gender, locale, time zone, or phone number;
13.3.3. Your User Content; and
13.3.4. Your communications with Wot 2 Eat, including but not limited to, service-related emails such as account verification, technical and security notices.
13.4. Where you have given your consent, you agree that we may use your information to let you know about other Wot 2 Eat products and services that may be of interest to you, including services which may be the subject of direct marketing and we may contact you by email or mobile messaging in accordance with the Privacy Act.
13.5. Where you have given your consent, you agree that we may use and share your information with third-parties, including but not limited to, the hospitality, leisure, marketing, and advertising sectors, to use your information in order to let you know about goods and services which may be of interest to you by contacting you in accordance with the Privacy Act.
13.6. We may use third-party analytics tools to help measure traffic and usage trends for the Wot 2 Eat Products and Services. These tools collect information sent by your device or our Products and Services to assist us in improving our Products and Services.
13.8. We may also collect metadata that is associated with your User Content and use of the Products and Services. Metadata is data that is created when you undertake certain activities on the Products and Services, including but not limited to, time, duration and location of the use of the Products and Services.
13.9. We use the information we receive from you to:
13.9.1. Help you to access and use your Wot 2 Eat account;
13.9.2. Remember information so you will not have to re-enter it when using Wot 2 Eat;
13.9.3. Provide, improve, test and monitor the effectiveness of our Products and Services;
13.9.4. Develop new products and features; and
13.9.5. Diagnose or fix technology issues.
13.10. We will not sell your personal information to third parties outside Wot 2 Eat without your consent, except as noted in these Terms.
13.11. We may share your User Content and other information with businesses that are legally part of the same group of companies that Wot 2 Eat is a part of, or that become part of that group (“Affiliates”). Our Affiliates may use this information to help provide and improve the Wot 2 Eat Products and Services.
13.12. We may share your information and User Content in response to a legal request, including but not limited to, a search warrant, court order or subpoena, if we have a good faith belief that the law requires us to do so. This may include responding to legal requests from jurisdictions outside of Australia where we have a good faith belief that the response is required by the law in that jurisdiction, affects users in that jurisdiction and is consistent with the internationally recognized standards.
13.13. Any information that you voluntarily disclose by uploading or posting to or from the Wot 2 Eat Products and Services, such as User Content, becomes available to the public and is controlled by the applicable security settings of your accounts with any third-party websites. Once you have shared User Content that is made public, that User Content may be re-shared by others.
13.14. Your information is collected through the Products and Services and may be stored and processed in Australia or any other country in which Wot 2 Eat, its Affiliates or service providers maintain facilities. By registering for and using the Wot 2 Eat Products and Services, you consent to the transfer of your information to Australia or to any other country in which Wot 2 Eat, its Affiliates or service providers maintain facilities.
13.15. We use reasonable safeguards to help keep the information collected through the Wot 2 Eat Products and Services secure and take reasonable steps to verify your identity before granting access to your account. However, Wot 2 Eat cannot ensure the security of any information you communicate to Wot 2 Eat and cannot guarantee that your information may not be accessed, disclosed, altered or destroyed by any third party.
13.17. If we hold personal information about you, you are able to make a request in writing to Wot 2 Eat for a copy of the personal information that is held by Wot 2 Eat and to change or correct any personal information that is held.
13.18. We may retain your information and User Content for a commercially reasonable time for backup, archival or audit purposes following termination or deactivation of your account.
13.20. In the event of the death of a Wot 2 Eat user, please contact us in writing by email to email@example.com to deactivate the account. We will respond to you at the email address provided in your request to deactivate the account.
14. Social Media
14.1. In these Terms and Conditions, “Your Content” shall mean any audio, video, text, images or other material you choose to display on your public social media platforms. By displaying Your Content, you grant Wot 2 Eat a non-exclusive, worldwide irrevocable, sub-licensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.
14.2. Your Content must be your own and must not be invading any third-party’s rights. Wot 2 Eat reserves the right to remove any of Your Content from any and all media used by Wot 2 Eat at any time without notice
14.3. This mobile application is provided “as is,” with all faults, and Wot 2 Eat express no representations or warranties, of any kind related to this application or the materials contained on this application. Also, nothing contained on this application shall be interpreted as advising you.
14.4. In no event shall Wot 2 Eat, nor any of its officers, directors, and employees, shall be held liable for anything arising out of or in any way connected with our use of your content on Social Media platforms whether such liability is under contract. Wot 2 Eat, including its officers, directors, and employees shall not be held liable for any indirect, consequential or special liability arising out of or in any way related to our use of the content on social media platforms.
15. General Terms
15.1. These Terms are governed by and construed in accordance with the laws of the State of New South Wales, Australia, without giving effect to any conflict-of-laws principles that may provide for the application of the law of another jurisdiction. You agree to submit to the jurisdiction of a Court located in New South Wales, Australia for any actions.
15.2. These Terms constitute the entire agreement between you and Wot 2 Eat and governs your use of the Products and Services, and supersedes any prior agreements between you and Wot 2 Eat.
15.3. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary and the remaining provisions of these Terms will remain in full force and effect.
15.4. These Terms and any rights or licenses granted by the Terms may not be assigned or transferred by you.
15.5. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and the failure of Wot 2 Eat to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
15.6. We may change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes by either sending a notification to you, posting a notice on the Products and Services or updating the “Last Updated” date above. By continuing to access or use the Products and Services after the changes become effective, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you must immediately stop using the Products and Services and delete your Wot 2 Eat account.
Limitation of liability
In no event shall Company Name, nor any of its officers, directors, and employees shall be held liable for anything arising out of or in any way connected with your use of this Website whether such liability is under contract. Company Name, including its officers, directors, and employees shall not be held liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website.
Digital Marketing Services
As used herein and throughout this Agreement:
“Agreement” means the entire content of this Basic Terms and Conditions document, the Written Proposal document(s) (if any), Schedule(s) (if any), together with any other Supplements.
“Content” means all materials, information, photography, writings and other creative content.
“Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Australian and International Copyright Law.
“Deliverables” means the services and work product specified in the Written Proposal (if any) to be delivered by Wot 2 Eat to the Client, in the form and media specified in the written Proposal (if any).
“Services” means all services and the work product to be provided to Client by Wot 2 Eat as described and otherwise further defined in the Written Proposal (if any).
“Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables.
“Open Source Software” means computer software that is available in source code form for which the source code and certain other rights normally reserved for copyright holders are provided under a software license that permits users to study, change, and improve the software.
“Ongoing Management” means the ongoing work to keep the website functioning and secure. This includes, but is not limited to: data management, backups, maintenance, upgrades and software patches.
The CLIENT authorizes Wot 2 Eat to perform the services outlined in this agreement on the CLIENTS’ behalf, which may include, but is not limited to,
1.1 Accessing their hosting account and disk space, creating databases and applications and submitting the project to search engines.
1.2 Search engine optimization (hereinafter “SEO”), campaigns for Google Adwords (hereinafter “PPC”) and other social media advertising, link building, social media management, and web design/development.
2. Agreement Scope and Period
Services supplied, costs and rates are limited to what is specifically set forth in this agreement. Any additional services will require an additional agreement. We reserve the right to adjust our service and rates after this period.
3. Costs and Fees
Changes and additions outside of the scope of this document will be quoted and invoiced to the CLIENT. The CLIENT will be advised of all costs, changes, and additions before the commencement of the additional work. Fees for professional services do not include outside purchases such as, but not limited to, software licensing, copyright licensing, printing, photography, color printouts, laminating, illustrations, shipping, and handling or courier service. Expenses are itemized on each invoice. Expenses are subject to GST.
4. Production Schedules
Where production schedules are not adhered to by the CLIENT, the final delivery date or dates will be adjusted accordingly. Additional costs may be charged for CLIENT delays if the delays result in an increase in time to manage or deliver the services.
Estimates are based on a reasonable time schedule and may be revised to take into consideration the CLIENT’s requested “Priority Scheduling”. Requested priority schedules that require overtime and weekend work will be subject to an agreed markup price. Overtime is defined as between 6.00pm – 9.00am Monday to Friday, all day Saturday, Sunday and public holidays, unless otherwise agreed.
6.1 The CLIENT agrees to pay Wot 2 Eat in accordance with the terms specified in each proposal/estimate. Balances due are payable upon specified time periods.
6.2 If the CLIENT fails to pay any invoice, Wot 2 Eat reserves the right to withdraw the website and associated materials or refuse completion and/or delivery of work until past due balances are paid. All materials or property belonging to the CLIENT, as well as work performed, may be retained as security until all just claims against the CLIENT are satisfied. Wot 2 Eat will charge a late payment fee of 5% per month on the outstanding amount. The CLIENT is responsible for any debt collection fees which may come due.
6.3 In the event of cancellation of the project prior to completion, the CLIENT must pay Wot 2 Eat a fee for work completed, based on the contract price and the expenses already incurred.
6.4 Except in the case of a material breach of this agreement by Wot 2 Eat, we do not issue refunds of any fees for any reason
Wot 2 Eat will not disclose to any third party or use, other than for the purposes of this agreement, any knowledge or information imparted to or obtained by it during or in connection with the fulfillment of this agreement, which is of a secret or confidential nature relating to the business, equipment, processes, products, services or business strategies offered or employed by the CLIENT.
This obligation of confidence will cease to apply in relation to information that Wot 2 Eat is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by Wot 2 Eat of its obligations of confidence under this Agreement.
Wot 2 Eat reserves the right to assign subcontractors or external suppliers. Any subcontractors or external suppliers will be bound to the terms of this agreement. The client authorizes Wot 2 Eat to appoint agents and or contractors to assist in the provision of the services under this agreement.
Wot 2 Eat is confident that the CLIENT’s expectations will be exceeded and as such is notifying the CLIENT that Wot 2 Eat reserves the right to use the CLIENT’s website, associated graphics and any unused ideas and development in the promotion of Wot 2 Eat services. The CLIENT agrees to allow Wot 2 Eat to retain a credit and link from the footer of the website and or social media posts.
The CLIENT is responsible for all trademark, service-mark, copyright, and patent infringement clearances. The CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials Wot 2 Eat uses for this project. The CLIENT indemnifies Wot 2 Eat against any loss or damage arising directly or indirectly from any unauthorized use of photographs, text, or other Intellectual Property not under copyright ownership of the CLIENT.
11. Project Copyright
11.1 After acceptance of the website and payment of all sums due by the CLIENT, Wot 2 Eat agrees to assign perpetual and unrestricted copyright to use any materials produced by Wot 2 Eat as outlined in this agreement to the CLIENT including exclusive usage rights to unique graphics.
11.2 Wot 2 Eat reserves all rights over working and source files. The CLIENT does not have the right to resell, reuse or re-purpose any design or content supplied as part of this agreement unless specified.
11.3 Wot 2 Eat reserves all rights to license (open source) and release all software code including website templates developed under this agreement.
12. Open Source Software
12.1 Wot 2 Eat makes extensive use of open source software and components to supply websites and services to the CLIENT. Wot 2 Eat will not charge additional licensing fees on open source software.
12.2 The CLIENT indemnifies Wot 2 Eat against any loss or damage arising directly or indirectly from any failure of software supplied to the CLIENT.
12.3 All software and components not developed by Wot 2 Eat retain the original license and terms associated with them. Wot 2 Eat cannot assign any rights to the CLIENT and the CLIENT agrees to be bound by the original Author’s terms.
13. Force Majeure
Wot 2 Eat shall not be deemed in breach of this Agreement if Wot 2 Eat is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God, death, illness or incapacity of Wot 2 Eat or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Wot 2 Eat’s control (collectively, “Force Majeure Event”). Upon the occurrence of any Force Majeure Event, Wot 2 Eat shall give notice to the CLIENT of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
14. Limitation of Liability
The services and the work product of Wot 2 Eat are sold “as is.” In all circumstances, the maximum liability of its Designers, Directors, Officers, Employees, Design Agents and Affiliates (“Wot 2 Eat parties”), to the CLIENT for damages for any and all causes whatsoever, and the CLIENT’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net cost of this project as specified in this Agreement. In no event shall Wot 2 Eat be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Wot 2 Eat even if Wot 2 Eat has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
Either party may terminate this Agreement by giving 7 working days written a notice to the other of such termination. In the event that work is postponed or terminated at the request of the CLIENT, Wot 2 Eat shall have the right to bill pro rata for work completed through to the date of that request, while reserving all rights under this Agreement.
If additional payment is due, this shall be payable within fourteen days of the CLIENT’s written notification to stop work. In the event of termination, the CLIENT shall also pay any expenses incurred by Wot 2 Eat and Wot 2 Eat shall own all rights to the work. The CLIENT shall assume responsibility for collection of all legal fees necessitated by default in payment.
16. Domain Names
16.1 All domain names are legally owned by the CLIENT. All domain name registrations are subject to availability and registration rules. The CLIENT manages their domain(s) and payment of fees unless the CLIENT requests in writing that Wot 2 Eat manage the domain name(s) on behalf of the CLIENT. Wot 2 Eat will invoice the CLIENT when fees are due.
16.2 The CLIENT indemnifies Wot 2 Eat against any loss or damage arising directly or indirectly from any failure of services provided to us
17.1 The CLIENT is responsible for contacting the chosen host for support relating to hosting matters. Wot 2 Eat will charge for costs incurred liaising with the hosting company and supporting the CLIENT with hosting related issues.
17.2 Wot 2 Eat will charge for costs incurred due to differences in the hosting environment if installation and management exceed standard time frames.
Website visitors use different monitors with different settings. Colors and image quality of the website including graphics and photography will shift between computers and monitors.
19. Website, Data, and Security
19.1 Upon the end of this agreement, The CLIENT is free to transfer their website domain management to another service provider. Wot 2 Eat will supply the last backup of the site and associated data if available. Wot 2 Eat will take all reasonable actions to transfer the CLIENT’S domain name to a new registrar.
19.2 Ongoing Management (see definition) is not included in this agreement and will require an additional agreement.
19.3 If The CLIENT does not proceed with an additional or Ongoing Management agreement, The CLIENT is responsible for Ongoing Management of the website and indemnifies Wot 2 Eat against any loss or damage arising directly or indirectly from website downtime or security breaches.
20. Client Responsibilities
If the CLIENT or an agent of The CLIENT other than Wot 2 Eat attempts to update, edit or alter the site’s pages, infrastructure, source files or hosting management in a way that causes damage to individual pages or the site’s architecture, time to repair web pages will be assessed and is an additional cost above the costs outlined in this agreement.
21. Errors and Omissions
It is Wot 2 Eat’s responsibility to check carefully for accuracy in all respects, ranging from spelling to technical illustrations. However, Wot 2 Eat is not liable for errors or omissions. The CLIENT indemnifies Wot 2 Eat against any loss or damage arising directly or indirectly from any errors and omissions.
Extended revisions outside of the agreed scope will be charged under “Content Management” rates.
All text must be supplied in digital format (either: TXT, RTF, HTML, MS Word, Open Office, InDesign).
Graphics and photographs are to be supplied in digital format to Wot 2 Eat. Photographs must not exceed a file size of 5a each (unless by prior arrangement). Larger files will incur an extra cost due to increased time in processing.
All logos and branding must be provided in an industry standard vector format (preferences are: EPS, PDF, Illustrator).