ACCEPTANCE OF TERMS AND CONDITIONS
PLEASE CAREFULLY REVIEW THESE TERMS AND CONDITIONS FOR THIS WEBSITE.
Value Pay Services LLC (“VPS”) operates and hosts the website located at tellsubway.com (the “Site”) on servers in the United States of America. VPS operates the Site in conjunction with the SUBWAY® Customer Experience Program. VPS collects customer feedback and contact information from customers and transmits this information to the appropriate SUBWAY® franchisees for the purpose of improving the overall customer experience and service levels. VPS is a wholly owned subsidiary of Independent Purchasing Cooperative, Inc. (“IPC”), a member owned corporation, which members are all of the SUBWAY® franchisees located in the United States, its territories and Canada. VPS operates the Site on behalf of, or in conjunction with the following entities: Doctor’s Associates Inc. (“DAI”), and Subway Franchise Systems of Canada, Ltd. (“SFSC”). DAI and SFSC shall collectively be referred to herein as the (“SUBWAY® Entities”).
BY ACCESSING, BROWSING, AND/OR USING THE PAGES OR SERVICES POSTED ON THIS SITE, YOU AGREE TO THESE TERMS AND CONDITIONS (“TERMS AND CONDITIONS”). YOU CONSENT TO RECEIVE REQUIRED NOTICES (IF ANY) AND YOU ATTEST THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE. THESE TERMS AND CONDITIONS CONTAIN DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT VPS’S AND THE SUBWAY® ENTITIES’ LIABILITY TO YOU. YOU WARRANT THAT YOU WILL NOT USE THE SITE FOR ANY PURPOSE THAT IS UNLAWFUL. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS, BROWSE, OR USE THIS SITE.
VPS and the SUBWAY® Entities may change these Terms and Conditions at any time in their sole discretion. The modified Terms and Conditions will be effective immediately upon posting and, by continuing to use the Site, you agree to the new posted Terms and Conditions. You are responsible for staying informed of any changes. If you do not agree to the new posted Terms and Conditions, your only remedy is to discontinue use of the Site. While VPS and the SUBWAY® Entities make reasonable efforts to provide accurate and timely information about the SUBWAY® Fresh Catering Program on the Site, you should not assume that the information provided is always up to date or that the Site contains all the relevant information available.
This Site is not for children under the age of eighteen (18). The Site is directed to adults at least eighteen (18) years of age and neither VPS nor the SUBWAY® Entities knowingly collect personal information from anyone under the age of eighteen (18) through the Site.
COPYRIGHTS AND TRADEMARKS.
Unless otherwise noted, all materials on the Site are protected as the copyrights, trade dress, trademarks and/or other intellectual properties owned or used by VPS and the SUBWAY® Entities and/or their affiliates or by other parties that have licensed their material to VPS and the SUBWAY® Entities. SUBWAY® and the SUBWAY® logo are registered trademarks and service marks owned and registered by DAI. DAI’s marks on the Site represent some of the marks currently owned or controlled in the United States and/or in one or more other countries by DAI or its licensees. The display of these marks and of notices associated with these marks is not intended to be a comprehensive compilation of all of DAI’s worldwide proprietary ownership rights and DAI may own or control other proprietary rights in one or more countries outside of the United States.
All rights not expressly granted are reserved.
Your use of the materials included on the Site is for informational, feedback, coupon redemption, and/or catering order purposes only. You agree you will not distribute, publish, transmit, modify, display or create derivative works from, or exploit the contents of, the Site in any way.
You agree not use the Site for any purpose that is unlawful or prohibited by these Terms and Conditions, or to cause damage on or through use of the Site. You agree that none of your communications with or through the Site will violate any local, state, United States or Canadian law. You agree that none of your communications with or through the Site will infringe upon the rights of any third party or contain defamatory, libelous, abusive or obscene material.
The materials published on the Site may not be copied or distributed, republished, uploaded, posted or transmitted in any way, except as otherwise permitted by VPS and/or the SUBWAY® Entities. All of the materials available on the Site are proprietary and the subject of copyright, author’s rights or other rights and nothing herein shall be construed as conferring in any manner, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property or other right and any goodwill associated therewith. You acknowledge that the unauthorized use of the contents could cause irreparable harm to VPS and the SUBWAY® Entities and that in the event of an unauthorized use, VPS and the SUBWAY® Entities shall be entitled to obtain an injunction in addition to any other remedies available at law or in equity.
FEEDBACK AND SUBMISSIONS
Your submissions, feedback and comments (“Submissions”) are entirely voluntary, non-confidential, and gratuitous. You agree you are, and shall remain, solely responsible for the contents of any Submissions you make, and you will not submit material that is unlawful, defamatory, abusive or obscene. You agree that you will not submit anything to the Site that will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary rights.
VPS and the SUBWAY® Entities appreciate your interest, however, VPS and the SUBWAY® Entities do not want, and cannot accept, any ideas you consider to be proprietary regarding designs, product technology or other suggestions you may have developed. Therefore, you grant to VPS, the SUBWAY® Entities, and their designees a perpetual, irrevocable, non-exclusive, fully-paid, royalty-free license to use any ideas, expression of ideas or Submissions without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to you or any third party. This license shall include, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, and/or license the Submission, and all rights therein, in the name of VPS and the SUBWAY® Entities or their designees throughout the world in perpetuity, in all media now or hereafter known or created. In addition, you warrant that any and all “moral rights” pertaining to any copyrighted materials have been waived.
By making a Submission, you acknowledge and agree that VPS, the SUBWAY® Entities and their designees may create on their own or obtain other Submissions that may be similar or identical to the Submission you submit. You hereby waive any and all claims you may have had, may have, and/or may have in the future, that any Submission accepted, reviewed and/or used by VPS and the SUBWAY® Entities or their designees is similar to your Submission.
RESTRICTIONS ON USE
Any and all material from the Site may not be copied, distributed, modified, republished, reused, uploaded, reposted, transmitted, or otherwise used outside the scope of normal browsing without prior written consent of VPS and/or the SUBWAY® Entities. Any proprietary information remains the sole property of VPS and the SUBWAY® Entities. The material in the Site is provided for lawful purposes only and any other use or modification of the materials found on the Site violates the intellectual property rights of VPS and the SUBWAY® Entities. VPS and the SUBWAY® Entities retain full and complete title and intellectual property rights to all materials. You may not reproduce, sell, repost, modify, or convert any materials on the Site in any manner inconsistent with these Terms and Conditions.
You agree the following kinds of conduct are illegal and/or prohibited on the Site. Prohibited activities include, but are not limited to, the following: (a) using the Site for any purpose intentionally or unintentionally, in violation of any applicable, local, state, federal, national, or international laws and/or regulations; (b) posting or transmitting through the Site any information, data, text, files, links, software or other materials that VPS and/or the SUBWAY® Entities consider to be unlawful, obscene, defamatory, pornographic, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity or that constitutes cyber-harassment or cyber stalking as determined by VPS and/or the SUBWAY® Entities in their sole discretion; (c) posting content that infringes the intellectual property rights, privacy rights, publicity rights, trade secret rights, or any other rights of any party; (d) posting URLs to external websites or any form of HTML or transmitting executable programming of any kind, including viruses, spyware, Trojan horses or similar programs; (e) posting or transmitting anything that may be spam, direct marketing communications or any unsolicited advertising, promotional or commercial content; (f) impersonating another person when using the Site, posting any content or personal information or attempting to conceal or misrepresent the identity of the person making the Submission or the origin of any Submission or allowing any other person or entity to use your identification for posting, viewing comments or using the Site; (g) harvesting or otherwise collecting information about others, including e-mail addresses; and (h) encouraging other people to engage in any prohibited activities as described herein. VPS and the SUBWAY® Entities reserve the right to investigate and take appropriate legal action against anyone who, in VPS and/or the SUBWAY® Entities discretion, engages in any of the prohibited activities.
You agree that VPS and/or the SUBWAY® Entities reserve the right but are not obligated to do any or all of the following: (a) investigate an allegation that any Submission posted on the Site does not conform to these Terms and Conditions and determine in its sole discretion to remove or request the removal of any Submission; (b) remove any Submission which is abusive, illegal, or disruptive, or that otherwise fails to conform with these Terms and Conditions; (c) terminate a user's access to the Site; (d) monitor, edit, or disclose any Submission on the Site; or (e) edit or delete any content posted on the Site, regardless of whether such content violates these Terms and Conditions.
Some links on the Site will allow you to connect with third party websites that are not under the control of VPS and/or the SUBWAY® Entities. VPS and the SUBWAY® Entities are providing these links only as a convenience to you. The appearance of a link does NOT imply an endorsement by VPS or the SUBWAY® Entities. VPS and the SUBWAY® Entities are NOT responsible for the privacy practices or contents of any linked website. You access linked websites at your own risk.
EXCEPT AS OTHERWISE EXPRESSLY STATED WITH RESPECT TO THE CONTENTS, MATERIALS, INFORMATION AND SERVICES ON THIS SITE ARE OFFERED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT ANY CONDITIONS OR WARRANTY OF ANY KIND WHATSOEVER EITHER EXPRESSED OR IMPLIED. NEITHER VPS NOR THE SUBWAY® ENTITIES MAKE ANY REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER VPS NOR THE SUBWAY® ENTITIES GUARANTEE THAT THE FUNCTIONS CONTAINED IN THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THIS SITE OR ITS SERVERS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED EVEN IF VPS OR THE SUBWAY® ENTITIES ARE AWARE OF THEM.
LIMITATION ON LIABILITY
YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE AND YOUR USE OF THE SITES IS TO DISCONTINUE YOUR USE OF THE SITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VPS, THE SUBWAY® ENTITIES AND ANY OTHER PARTY (WHETHER OR NOT INVOLVED IN CREATING, PRODUCING, MAINTAINING OR DELIVERING THE SITE) AND THE MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS OR AGENTS OF VPS AND THE SUBWAY® ENTITIES EXCLUDE ALL LIABILITY AND RESPONSIBILITY FOR ANY AMOUNT OR KIND OF LOSS OR DAMAGE THAT MAY RESULT TO YOU OR A THIRD PARTY (INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OR ANY LOSS OF INCOME, PROFITS, GOODWILL, DATA, CONTRACTS, USE OF MONEY, OR LOSS OR DAMAGE ARISING FROM OR CONNECTED IN ANY WAY TO BUSINESS INTERRUPTION AND WHETHER IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), CONTRACT OR OTHERWISE) IN CONNECTION WITH THE SITE IN ANY WAY OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE, INCLUDING WITHOUT LIMITATION ACTIONS OR ACTIVITIES RESULTING FROM USE OF RESOURCES PRESENTED ON THIS SITE, ANY WEBSITES LINKED TO THIS SITE, OR THE MATERIAL ON SUCH WEBSITES, OR USE OF ANY SUBMISSION, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE DUE TO VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING THE SITE OR YOUR DOWNLOADING OF ANY MATERIAL FROM THIS SITE OR ANY WEBSITE LINKED TO THIS SITE.
NOTHING IN THESE TERMS AND CONDITIONS SHALL EXCLUDE OR LIMIT VPS AND THE SUBWAY® ENTITIES LIABILITY IN STATES OR JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, VPS AND THE SUBWAY® ENTITIES LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You agree to indemnify, defend and hold harmless VPS and the SUBWAY® Entities from and against any and all claims, including but not limited to third party claims, damages, costs, and liabilities, including reasonable attorneys' fees arising out of, or in connection with your violation of these Terms and Conditions as well any claims arising from any unauthorized uses you may make of the materials or any other material on the Site.
APPLICABLE LAW AND JURISDICTION
Access to and use of the Site and these Terms and Conditions are governed by the laws of the State of Florida, United States of America, without giving effect to any conflicts of law or choice of laws principles or U.S. Federal Law. Any legal action or proceeding relating to your access, or use of the Site or compliance with these Terms and Conditions shall be in the jurisdiction of the federal and/or state courts presiding in the State of Florida and you agree to accept service of process by mail. You hereby waive any and all jurisdictional and venue defenses that might otherwise be available.
You may not transfer or assign in any way any of your rights or obligations under these Terms and Conditions. Any such transfer or assignment shall be null and void.
If any provision of these Terms and Conditions or the application of any such provision to any person or circumstance is held invalid, illegal, or unenforceable for any reason whatsoever, the remaining provisions of these Terms and Conditions and the application of such provisions to other persons or circumstances shall not be affected. To the fullest extent possible, the court finding such provision invalid, illegal, or unenforceable shall modify and construe the provision so as to render it valid and enforceable as against all persons or entities and to give the maximum possible protection to persons subject to indemnification within the bounds of validity, legality, and enforceability.
VPS’s failure to insist upon or enforce strict compliance with any provision of these Terms and Conditions shall not be construed as a waiver of any provision or right.
The headings for each of these Terms and Conditions are for convenience of reference only. Such headings shall be ignored in the interpretation or construction of any of these Terms and Conditions.
For more information, or if you have any questions about these Terms and Conditions, please contact VPS at:
Value Pay Services LLC
9200 S. Dadeland Blvd. Suite 705 Miami,
Business Hours: Monday – Friday 8:30 – 5:30 pm Eastern Time