Effective Date: January 1, 2020
By accessing or using any Feelgood website or digital platform at https://www.jujueats.com, including, without limitation, any content or services accessed through an electronic kiosk at Feelgood restaurant locations, with an authorized link to this Agreement (“Site”) or downloading, installing or using any Feelgood mobile application with an authorized link to this Agreement (“Application”), or accessing or using any content, information, service, feature or resource available or enabled via the Site or Application (collectively with the Site and Application, the “Services”), clicking on a button or taking any other action to signify your acceptance of this Agreement, or completing our account registration process, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published from time to time through the Site and Application and (2) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any person, company, organization or other legal entity on whose behalf you use the Services and to bind that person, company, organization, or other legal entity to this Agreement. References to “you,” “User” and “Users” in this Agreement refer to all persons who access or use the Services, including, without limitation, any companies, organizations or other legal entities that register accounts or otherwise access or use the Services through their respective employees, agents or representatives. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.
Feelgood reserves the right to modify this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement which shall constitute notice to you. You should regularly review this Agreement and its changes or amendments, as your continued use of the Services after any such changes constitutes your agreement thereto.
3. Orders. Prices for our products and services are subject to change without notice. Although we strive to accept all valid orders, Feelgood reserves the right to deny any order for any reason, including if: (i) we discover an error in pricing and/or other information about the food, beverage, or merchandise ordered (collectively “Product”) or receive insufficient or erroneous billing, payment, and/or delivery information, (ii) we suspect an order has been placed using stolen payment card information or otherwise appears to be connected to fraud, or (iii) the ordered Product is unavailable due to discontinuance or otherwise unavailable for which Feelgood will provide you a refund for the amount paid for the Product. We may also refuse any order that is connected with a previous payment dispute.
4. Fees and Purchase Terms.
4.2 Refunds. Except as approved by Feelgood in its sole discretion and as otherwise authorized in this Agreement or under applicable law, all fees paid are non-refundable.
4.3 Discounts and Promotions.
(a) We may, in our sole discretion, create discounts and promotional codes or other features or benefits, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”). Unless otherwise expressly stated on the applicable Promo Code, Promo Codes may only be used once per person. Only Promo Codes sent to you through official Feelgood communications channels are valid. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) are subject to restrictions, limitations, or terms including but not limited to expiration date, restrictions to use with Products, or categories of classes of Products, as specified by Feelgood in its sole and absolute discretion; (iv) are not redeemable for cash; and (vi) may expire prior to your use. Unless otherwise stated at the time of issuance, all Promo Codes expire 120 days after issuance.
(b) Special terms may apply to some promotions that may be offered on the Services. Such special terms (e.g. official contest rules) may be posted in connection with the applicable promotion. Any such special terms are in addition to the general terms in this Agreement, andin the event of a conflict, special terms shall prevail over general terms.
5. Feedback. You agree that your submission of any ideas, suggestions, documents, and/or proposals to Feelgood (“Feedback”) is at your own risk and that Feelgood has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Feelgood a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or noncommerciallyexploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
6. Communications; Calls and Text Messages; Consent to be Contacted by Feelgood. We may offer communications via calls, SMS text messages, e-mail, or similar technology (including via automatic telephone dialing equipment) subject to our receipt of any consents from you required by applicable law. These communications may be sent or initiated by Feelgood or any of its service providers, such as when we send you text messages to confirm, process and notify you about the status and pickup location of an order you place with us, provide you with a receipt, or for any customer service, account-related or marketing purpose. Message and data rates may apply. Message frequency may vary according to how you interact with our platform. To stop receiving text messages from a short code operated by Feelgood, reply STOP to any message you receive from such short code. You agree we maysend you a message to confirm your receipt of your STOP request. You can also opt-out of Feelgood text messages by emailing us your request and mobile telephone number to firstname.lastname@example.org.
7. Intellectual Property
7.1 Ownership. “Intellectual Property” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights. The Intellectual Property in and to the Services are owned, licensed to or controlled by us, our licensors or our service providers. We reserve the right to enforce its Intellectual Property to the fullest extent of the law. You may not remove, alter or obscure any copyright notice, trademark, service mark or any other Intellectual Property incorporated in or accompanying the Services.
7.2 Trademarks. Feelgood’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Feelgood and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. Nothing on in the Services and in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use trademark displayed on the Services.
8. Restrictions on Use of the Services. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent out, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Services or any portion of Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Feelgood’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services;
(f) you shall not access Services in order to build similar or competitive products or services;
(g) except as expressly stated herein, no part of Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Services; (i) you shall not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Services; (j) you will not take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on our technical infrastructure; and (k) you will not interfere with or attempt to interrupt the proper operation of the Services through any virus, device, information collection or transmission mechanisms, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means. Any future release, update or other addition to Services shall be subject to this Agreement. Feelgood reserves all rights not granted in this Agreement. Any unauthorized use of Services terminates the licenses granted by Feelgood pursuant to this Agreement. The foregoing sentence is not exclusive of any other rights or remedies that may be available to Feelgood under law,
9. Third-Party Services.
9.1 Third-Party Websites, Applications & Ads . The Services may contain links to thirdparty services such as third-party websites, applications, or ads (“Third-Party Links”). When you click on such a link, we will not warn you that you have left the Services. Feelgood does not control and is not responsible for Third-Party Links. Feelgood provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links. Such linked websites or content are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Your use of all Third-Party Links is at your own risk.
9.2 App Stores. You acknowledge and agree that the availability of the Application is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play Store (“App Store”). You acknowledge that this Agreement is between you and Feelgood and not with the App Store. Feelgood, not the App Store, is solely responsible for Services, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Services, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using Services, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce them.
9.3 Additional Terms for Apple Apps. With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. In addition, the following terms apply to any App Store
(a) You acknowledge and agree that (i) this Agreement is concluded between you and Feelgood only, and not Apple, and (ii) Feelgood, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Feelgood and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Feelgood.
(d) You and Feelgood acknowledge that, as between Feelgood and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
(e) You and Feelgood acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Feelgood and Apple, Feelgood, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
(f) You and Feelgood acknowledge and agree that Apple, and Apple’s subsidiaries, are thirdparty beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof. (g) Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
10. Hold Harmless and Indemnification. You agree to defend at your own cost, indemnify and hold Feelgood, its parents, subsidiaries, affiliates, directors, officers, employees, contractors, agents, business partners, and licensors (collectively, the “Feelgood Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of, directly or indirectly,: (a) Your Content; (b) your misuse of the Services; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Feelgood reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Feelgood in asserting any available defenses. You agree that the provisions in this Section will survive any termination of this Agreement or your access to Services.
11. Disclaimer of Warranties and Conditions.
11.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BYAPPLICABLE LAW, YOUR USE OF SERVICES IS AT YOUR SOLE RISK, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.
No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a particular purpose, are given in conjunction with the Services.
FEELGOOD PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SERVICES ARE ACCURATE, ADEQUATE, OR COMPLETE; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED, (5)THE SERVICES ARE FREE FROM COMPUTER VIRUS OR OTHER MALICIOUS, DESTRUTIVE OR CORRUPTING CODE, AGENT, PROGRAM OR MACROS, OR (6) INFORMATION TRANSMITTED BY YOU OR TO YOU THROUGH THE SERVICES ARE SECURE, AND YOU ACCEPT THE RISK THAT ANY INFORMATION TRASMISSTTED OR RECEIVED THROUGH THE SERVICES MAY BE ACCESSED BY UNAUTHORIZED THIRD PARTIES AND/OR DISCLOSED BY US OR OUR OFFIER, EMPLOYEES OR AGENT TO THIRD PARTIES PURPORTING TO BE YOU OR PURPORTING TO ACT UNDER YOUR AUTHORITY. TRANSMISSIONS OVER THE INTERNET AR ELECTRONIC MAIL MAY BE SUBJECT TO INTERRUPTION, TRANSMISSION BLACKOUT, DELAYED TRANSMISSION DUE TO INTERNET TRAFFIC OR INCORRECT DATA TRANSMISSION DUE TO THE PUBLIC NATURE OF THE INTERNET.
11.2 LAWS OF SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
12. Limitation of Liability.
12.1 Disclaimer of Certain Damages.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FEELGOOD PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR LOSS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION, BUSINESS OPPORTUNITIES, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT IN CONTRACT, NEGLIGENCE, TORT, OR OTHERWISE, AND WHETHER OR NOT FEELGOOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Cap on Liability.
UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE FEELGOOD PARTIES ARE LIABLE TO YOU EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO FEELGOOD BY YOU PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY. LAWS OF SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING LIMITATIONS IN THIS SUBJECTION MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL
12.3 User Content and Settings. The Feelgood Parties assume no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content, User communications, or personalization settings.
13. REPORTING OF INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT. If you are an intellectual property right owner or an agent duly authorized by an intellectual property right owner and you believe that your right or your principal’s right has been infringed, please notify us in writing or through email through the designated address or e-mail address in the Notice section below. We will respond by asking you specific information regarding your claim, the type or nature of the intellectual property right allegedly infringed, a statement that the complaint is filed on good faith belief, a statement that the use of the intellectual property identified is unauthorized, and a statement that the information in the notification is true and accurate, and if not, the claimant will indemnify us for any damages we may suffer as a result of the information provided. We will respond to notices as soon as practicable. Further, the Users are independent individuals or businesses and are not in any way connected or associated with Feelgood.
14. Termination. At its sole discretion, Feelgood may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, Feelgood reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Feelgood for any purchases will remain due.
15. International Users. Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Feelgood intends to announce or promote the availability of such services or content in your country. Services are controlled and offered by Feelgood from its facilities in the Philippines. Feelgood makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
16. General Provisions.
16.1 Electronic Communications. The communications between you and Feelgood use electronic means, whether you visit Services or send Feelgood e-mails, or whether Feelgood posts notices on Services or communicates with you via e-mail. For contractual purposes, you
(1) consent to receive communications from Feelgood in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to this Agreement that Feelgood provides to you electronically satisfy any legal requirement that such communications would satisfy as if they were made in writing in a physical document.
16.2 Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Feelgood’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
16.3 Force Majeure. Feelgood shall not be liable for any delay, non-performance, error, or interruption in the performance of its obligations, or for any inaccuracy, unreliability, or unsuitability of the Services’ contents, if this is due, in whole or in part, directly or indirectly, from causes or events outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
16.4 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Feelgood agree that all claims and disputes arising out of or relating to this Agreement or the Services will be litigated exclusively in the proper courts of the City of Muntinlupa.
16.5 Governing Law. Use of the Services and this Agreement shall be governed by and construed in accordance with Philippine law. If any dispute arises in connection with this Agreement, the parties shall attempt, in fair dealing and in good faith, to settle such dispute. If the parties are not able to reach an amicable settlement, they shall try to agree on an appropriate alternative dispute resolution (“ADR”) proceeding such as mediation, conciliation, expert determination, dispute board, adjudication. If they do not reach agreement on the appropriate ADR proceeding within 14 days after failure of the settlement negotiations or if the dispute is not settled through an ADR proceeding within a period of two months after initiation of the ADR preceding, each party may initiate an arbitration proceeding.
16.6 Arbitration. Any dispute, controversy or claim arising out of or relating to the agreement between the Parties, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Philippine Dispute Resolution Center, Inc. (“PDRCI”)Arbitration
Rules as at present in force.
The arbitral tribunal shall consist of one arbitrator who shall be appointed by PDRCI, and whose decision shall be final and binding on the Parties. The arbitration shall be conducted in English and the seat of the arbitration shall be Metro Manila. The arbitral award of shall be final and binding on both Parties. The cost of the arbitration shall be paid by the Party against whom the arbitrator renders the award.
16.7 Notice. You may only give notice to us in writing sent to our designated address or e-mail address, and we shall be deemed to have received such notice only upon receipt. While we endeavor to respond promptly to notices from you, we cannot guarantee that we will always respond with consistent speed. You may give notice to Feelgood at the following:
N7 Poblete Compound, 343 Interior Service Road, Brgy. Sun Valley, Paranaque City
By email: [Insert email address]
Where Feelgood requires that you provide an e-mail address, you are responsible for providing Feelgood with your most current e-mail address. In the event that the last e-mail address you provided to Feelgood is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Feelgood’s dispatch of the e-mail containing such notice will constitute effective notice.
16.8 Questions, Complaints, Claims . If you have any questions, complaints or claims with respect to the Services, please contact us at the designated address and e-mail address in the preceding subsection. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
16.9 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
16.10 Severability. If at any time any provision of this Agreement shall be or shall becomeillegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from this
16.11 Entire Agreement. This Agreement are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.