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Terms of Use

Terms of Service 

These Terms of Service ("Terms") govern your access to and use of the application and website (collectively, the "App") ("Services") provided by FoodSweep, LLC a Texas company and its affiliates (collectively with FoodSweep, LLC "FoodSweep", "we," "us," or "our"), so please read these Terms carefully before using the Services.

References to "you" in these Terms means you, your duly authorized representatives and any entity you may represent in connection with your use of the Services. Any reference made in these Terms to "FoodSweep" shall be deemed to have been made to FoodSweep, LLC, its successors, assignees, and US subsidiaries and affiliates, as well as any company that controls FoodSweep, directly or indirectly, and any other subsidiary of that controlling company. FoodSweep's family includes, without limitation, FoodSweep, LLC, a Texas resident company.

We reserve the right to determine eligibility of all our users and clients of the App and website. By accessing or using our Services, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree to these Terms, which incorporates the Privacy Policy by reference please do not access or otherwise use our Services or any information contained here in.

We reserve the right, at our discretion, to modify these Terms from time to time, which modification will be effective upon the posting of the modification to our App, and will apply to causes of action arising after the effective date of the change. You should continue to check the App for changes. Your continued use of our App or otherwise the Services following the posting of changes to these Terms will mean that you accept those changes. By accessing or using our Services, you confirm that: (i) you can form a binding contract with us; and (ii) you are over the age of 18 as the Services are not intended for children under 18. If it comes to our attention through reliable means that a registered user is a child under 18 years of age, we will cancel that user's account and/or access to the Services. If you are using the Services on behalf of a corporation (or any legal entity other than using it personally), you represent that you are authorized to enter into an agreement on behalf of that legal entity, and are nevertheless individually bound by these Terms even if we have a separate agreement with such corporation.

In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of use and agreements when using the Services, including the App.

The headings and captions used in these Terms are inserted for convenience only and will not affect the meaning or interpretation of these Terms. Do Not Rely on our App for your financial decisions. Our App is comprised of mere suggestions for you to consider, not to treat as official financial advice or direction. The content on the FoodSweep website, app and other content is for convenience and information purposes only. Nothing therein should be construed as rendering tax, legal, investment, or accounting advice. The posting of any prospectus or any other information is not a recommendation or opinion for you to buy or sell any product or participate in any transaction.

Application License

Subject to these Terms and our policies (including policies made available to you with the Services), we grant you a limited, non-transferable, non-exclusive, and revocable permission to access and use our Services, provided that: (i) You will not copy, distribute or modify any part of the Services without our prior written authorization; (ii) You will not send unsolicited or unauthorized advertisements, spam, chain letters, etc.: (iii) You will not transmit any Content which contains software viruses, or other harmful computer code, files or programs; (iv) You will not disrupt servers or networks connected to the Services; and (v) You comply with these Terms.

Using our Services does not give you ownership of any intellectual property rights in the our Services or the Content you access (other than your User Content), which shall remain with us and our respectives.

Open Source Software

Certain software code incorporated into or distributed with the App or otherwise with the Services may be licensed by third parties under various "open-source" or "public-source" software licenses (collectively, the "Open Source Software"). Notwithstanding anything to the contrary in these Terms, the Open Source Software is not licensed under these Terms and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements, holding FoodSweep completely harmless and not liable for any failures by Open Source Software we cannot control.

FoodSweep Rights

All right, title, and interest in and to Services including worldwide Intellectual Property Rights therein, are and will remain the exclusive property of FoodSweep and its applicable licensors. We reserve all rights not expressly granted in and to the Services.

Account Information

In order to access the Service, you will have to create an account. You hereby represent and warrant that the information you provide to FoodSweep upon registration (including information provided through your Linked Accounts, as defined below) (collectively, your "Account Information"), is true, accurate, current, and complete. You also hereby agree that you will ensure that this Account Information is kept accurate and up-to-date at all times.

Privacy and Passwords

FoodSweep values and protects the privacy of your information. Please review FoodSweep’s Privacy Notice, as it contains important information relating to your use of our App and Products.

Some portions of the Site and Products are protected and require a user identification code ("User ID") and password for access. Unauthorized access or use of such portions of the App is prohibited. You agree that you will notify FoodSweep immediately if you believe that a third party has obtained your User ID or password, or if you believe that any unauthorized access or use may occur or has occurred. Notify FoodSweep via email at This email address is being protected from spambots. You need JavaScript enabled to view it.. For your protection, if FoodSweep believes that any unauthorized access may occur or has occurred, FoodSweep may terminate your account access without prior notice to you. You also agree that FoodSweep is permitted to act upon any instructions received using your User ID and password and to consider such instructions as authorized by you.

Linked Accounts and Social Networking Sites

FoodSweep may, now or in the future, allow you to link your account on the Service to your account(s) on third party services, such as social networking sites ("Linked Accounts"). If you link your account on the Service to a Linked Account, you are authorizing FoodSweep to store and use your access credentials to access your Linked Account on your behalf to integrate your experience with the Service with content, information, and features available through such Linked Account. This may include importing the contacts, preferences, interests or "likes" of the Linked Account, and/or pushing updates regarding your use of the Service out to your Linked Accounts. Linking, accessing or using a third-party service through the Service in this manner may be subject to additional terms established by the applicable third-party, and it is your sole responsibility to comply with such third-party terms.

User Content

General

The Service may request that you submit content such as text, photos, audiovisual content, and other media content ("User Content"). By providing User Content to FoodSweep, you are granting FoodSweep a license to use the User Content in order to make it available through the Service.

License Grant by You to FoodSweep

By uploading User Content, you are granting FoodSweep a license to display, perform and distribute your User Content and to modify (for technical purposes), and reproduce such User Content to enable FoodSweep to operate the Service. You agree that these rights and licenses are royalty free, worldwide, and irrevocable, and include a right for FoodSweep to make such User Content available to, and pass these rights along to, others with whom FoodSweep has contractual relationships related to the provision of the FoodSweep service, solely for the purpose of providing such services, and to otherwise permit access to or disclose your User Content to third parties if FoodSweep determines such access is necessary to comply with its legal obligations.

Submitted Ideas

When you submit any ideas, suggestions, documents and/or proposals relating to the Service (or other products or services) to FoodSweep through the App or through any other channel or mechanism (collectively, "Contributions"), you acknowledge and agree that: (i) your Contributions do not contain confidential or proprietary information; (ii) FoodSweep is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (iii) FoodSweep shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way; (iv) FoodSweep may have something similar to the Contributions already under consideration or in development; (v) your Contributions automatically become the property of FoodSweep without any obligation of FoodSweep to you; and (vi) you are not entitled to any accounting, compensation or reimbursement of any kind from FoodSweep under any circumstances.

Unauthorized Use

Do not misuse our Services. You agree not to use the Service or any aspect or feature thereof for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limiting the preceding sentence, you agree that you will: (i) review and comply with these Terms and the Privacy Notice; (ii) comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements; (iii) provide accurate information to us and update it as necessary; and (iv) act honestly and in good faith.

By using the Services you agree not to: (i) create an account for anyone other than a natural person (unless you are a company, organization, legal entity or a brand and represent that company, organization, legal entity or brand). (ii) defame, stalk, bully, abuse, threaten, harass, intimidate, harm another person or engage in any other predatory behavior, including sending unwelcomed communications to others or engage in any other predatory behavior, or incite others to commit violent acts;(iii) use or attempt to use another's account or create a false identity; (iv) duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found in the Services, except as permitted in these Terms, or as expressly authorized by us; (v) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof; (vi) utilize or copy information, content or any data you view on or obtain from the Services to provide any service that is competitive, in our sole discretion, with the Services; (vii) adapt, modify or create derivative works based on the Services or technology underlying the Services, in whole or part; (viii) rent, lease, loan, trade, sell/resell any information in the Services, in whole or part; (ix) use the communication systems provided by the Services for any commercial solicitation purposes; (x) sell, sponsor, or otherwise monetize any service or functionality in the Services, without our express written consent; (xi) remove any copyright, trademark or other proprietary rights notices contained in or on the Services (whether ours or our licensors'); (xii) remove, cover or otherwise obscure any form of advertisement included on the Services; (xiii) collect, harvest, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from the Services (excluding your User Content, and except if the owner of such information has expressly permitted the same); (xiv) share other users' or third party's information or their User Content without their express consent; (xv) infringe or use our brand, logos or trademarks in any business name, email, or URL except as expressly permitted by us; (xvi) use or launch any manual or automated system or software, devices, scripts robots, other means or processes to access, "scrape," "crawl," "cache," "spider" or any web page or other service contained in our Services, or to access the Services in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; (xvii) use bots or other automated methods to access the Services, add or download contacts, send or redirect messages, or perform other similar activities through the Services; (xviii) access, via automated or manual means or processes, the Services for purposes of monitoring its availability, performance or functionality for any competitive purpose; (xix) engage in "framing," "mirroring," or otherwise simulating the appearance or function of the App; (xx) attempt to or actually access the Services by any means other than through the interfaces provided by us. This prohibition includes accessing or attempting to access the Services using any third-party service, including software-as-a-service platforms that aggregate access to multiple services; (xxi) engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on the Services' infrastructure, including, but not limited to, sending unsolicited communications to other users or our personnel, attempting to gain unauthorized access to the Services, or transmitting or activating computer viruses, Trojan horses, worms, time bombs or any other harmful or deleterious software programs through or on the Services; and/or (xxii) Interfere or disrupt or game the Services, including, but not limited to any servers or networks connected to the Services, or the underlying software.

Electronic Transmissions

By accepting the receipt of Electronic Transmissions, you voluntarily agree to have all records, including your current and future financial data related documents, provided to you in electronic form. Contracts, financial data and related documents include, but are not limited to:

Your financial data and current contractual agreements with food vendors and distributors, notices and correspondence related to your account. This could include ID Cards, applications, amendments, endorsements, illustrations, questionnaires, disclosures, and reports;

Bills, billing notices, payment schedules or any other correspondence related to premium payments; Claim notices, disclosures, status letters, forms;

Legally mandated policies, notices, and disclosures to inform you of our business practices, including notices related to our collection, storage, use, and disclosure of your personal information; and any other documents related to your insurance transactions with us.

We will use various methods to provide communications to you electronically, including via e-mail or through our website or app. For this second option, you may need to log-in to access the information. Our encrypted and secure technology platform will be the only place you will have access to your financial data to ensure those documents, and related documents, stay completely confidential and secure.

This consent, unless withdrawn, applies to all transactions between you and FoodSweep. However, you have the right to receive communications from us, including proposed contracts, in paper form if you wish by withdrawing this consent. If you withdraw the consent to provide you with records in electronic form, you will then be provided with records in paper form at no charge.

To withdraw your consent, you can email us any time at This email address is being protected from spambots. You need JavaScript enabled to view it. with the following subject line "WITHDRAW ELECTRONIC CONSENT." The body of the email must include your name, account number the effective date of your withdrawal and whether you want (a) all communications to be in paper form or (b) just your contracts and proposed contracts to be sent to you in paper form.

To change or correct your email address, you can email us at This email address is being protected from spambots. You need JavaScript enabled to view it. with the following subject line "EMAIL ADDRESS UPDATE". The body of the email must include your name, company name.

Hardware and Software Requirements: In order to receive, access, view, sign and retain electronic transmissions that we make available to you, you must have a personal computer or electronic device with internet connectivity and each of the following:

Browser support of Internet Explorer 10.0 or higher, Firefox 59 or higher, Safari 10 or higher, Chrome 54 or higher; Ability to view the disclosures on your monitor, which can be done with your internet browser; Sufficient electronic storage capacity on your computer’s hard drive or other data storage unit; and a valid e-mail account with an Internet service provider.

iOS:

iOS version support 11.0 or higher. iPhone Device support 5S or higher.

We don’t support iPads, but you can still run the app on iPad mini 2 or later.

App requires a working microphone, front and rear cameras in order to file a claim.

Android: Android version support 4.4 or higher, can run on any Android device that runs this version. App requires internet connection, storage, location, camera, microphone and vibration permissions. We will update you if there are any changes to the hardware or software requirements that could impact your receiving or consenting to electronically delivered transmissions.

Third Parties' Links, Websites, and Services

The Services may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. We are not affiliated with those websites, do not endorse them, have no control over those websites, and assume no responsibility and/or liability for the content, privacy policies, or practices of any third-party websites. In addition, we will not and cannot censor or edit the content of any third-party site.

If you access any third party's website, service, or content from our Services, you do so at your own risk. By using the Services, you expressly release us (and our owners, employees, agents, affiliates, and/or licensors) from any and all liability arising from your use of any third-party website, information, materials, products, or services. Accordingly, we encourage you to be aware when you have left the App and to read the terms and conditions and privacy policy of every website that you visit.

Disclosure

We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including investigation of potential violations of it; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) cooperate with law enforcement authorities; (v) respond to user support requests; or (vi) protect our, our users' or the public's rights, property or safety.

Limitation of Liability

To the maximum extent permitted by law, the Service Is Available "As Is." Notwithstanding the limitations set forth below, our services and the services we provide are determined solely by the terms, conditions, exclusions and limitations. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) YOUR USE OF THE SERVICE AND THE PURCHASE AND USE OF ANY PRODUCTS OR SERVICES ARE ALL AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FoodSweep EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. (b) FoodSweep DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED. (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FoodSweep OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT FoodSweep, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF FoodSweep HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, USER CONTENT OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION OF THE SERVICE; (iv) FoodSweep’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (v) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION; (vi) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE; (vii) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS; OR (viii) ANY OTHER MATTER RELATING TO THE SERVICE. IN ANY EVENT AND WITHOUT LIMITING THE GENERALITY OF THIS SECTION TO THE EXTENT PERMITTED BY LAW YOU AGREE THAT OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES AND LOSSES SHALL NOT IN ANY CIRCUMSTANCES EXCEED THE GREATER OF (A) $100, OR (B) THE AGGREGATE OF THE AMOUNT (IF ANY) PAID BY YOU IN THE 6 MONTHS IMMEDIATELY PRECEDING BRINGING OF A CLAIM AGAINST US OR OUR AFFILIATES. NOTHING IN THESE TERMS (INCLUDING THE LIMITATION OF LIABILITY PROVISIONS) IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Assignment

Only when necessary, FoodSweep reserves the right, in its sole and absolute discretion, to transfer, assign, sublicense or pledge in any manner whatsoever, any of its rights and obligations under these Terms to a subsidiary, affiliate, successor thereof or to any third party whatsoever, without notifying you or receiving your consent. You shall not transfer, assign, delegate, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under these Terms.

Indemnity

You agree to defend, indemnify and hold harmless us, our affiliates, and our and their respective owners, officers, directors, employees, agents, and/or licensors, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of the Services; (ii) your violation of these Terms; (iii) your violation of any third-party right, including without limitation any copyright, property, publicity or privacy right; including all actions taken under your account. This defense, hold harmless and indemnification obligation will survive any termination of these Terms and your use of the Services.

Governing Law and Jurisdiction

These Terms and your use of the Site are governed in all respects by the laws of the State of Texas, without giving effect to any principles of conflicts of laws. Any dispute concerning the App or these Terms shall be subject to the exclusive venue of a court of competent jurisdiction in Austin, Texas.

General

We reserve the right to discontinue or modify any aspect of the Services at any time. These Terms, together with the Privacy Notice, and any other legal notices published by us on the Services, shall constitute the entire agreement between us concerning the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Food Industry Or Food Service Distribution Related Notices

These notices provide additional information relevant to the Products and Services provided by FoodSweep. In the event and to the extent these notices conflict with any federal or state laws or regulations, the latter shall govern.

Proprietary AI And Technology Platform

FoodSweep’s proprietary AI functionalities will be held harmless by you from any and all results or expected outcomes, regardless of the expectations, projections or outcomes. Any purchasing conclusions and decisions made around food purchasing are completely and solely the responsibility of you as the client. FoodSweep may at its sole discretion change the AI content and information from time to time for the benefit of our clients. It is understood this technology tool is intended for assisting with making the best food cost pricing decisions as possible and not intended to be construed as a perfect system or flawless methodology tool with guaranteed results..

Quotes and Pricing

All quotes generated by FoodSweep are based upon the information you provided and are not a contract, binder, or agreement to extend services to either party. Any service descriptions provided on our website are general descriptions of available services and are not a statement of contract. To obtain our services officially, you must submit an application to FoodSweep whether on FoodSweep’s website. All applications are subject to approval at our sole discretion.

For further information, please contact us via the contact form on our website.

These terms of service will be updated as necessary from time to time.

 

TERMS AND CONDITIONS FOR PARTICIPATION IN “FOODSWEEPER” PROGRAM

These Terms and Conditions (these “Terms and Conditions”) govern your (“FoodSweeper”) participation in the “FoodSweeper” Program (the “Program”) established by Food Sweep LLC’s (the “Company”).

By clicking “I agree” to these Terms and Conditions and submitting your contact information to create a FoodSweeper account, you, the FoodSweeper, agree to be subject to and bound by all of the terms and conditions contained herein, as updated, amended, rescinded or otherwise modified as provided herein. Please read these Terms and Conditions carefully. IN PARTICULAR, NOTE THAT SECTION 10 CONTAINS A BINDING ARBITRATION PROVISION AND WAIVER OF CLASS ACTION RIGHTS.

FOODSWEEPER PROGRAM.  After submitting a complete and accurate Program Participation Application (a copy of which can be accessed at www.FoodSweep.com) and establishing a Program account, FoodSweeper may begin referring Eligible Restaurant(s) (as defined in this Section 1) to the Company for the Company to provide potential cost reduction consulting services to such restaurant.  If the Company engages such Eligible Restaurant to provide such cost reduction consulting services, such successful referral by FoodSweeper will be deemed a “Sweep” for purposes of these Terms and Conditions.  For purposes of these Terms and Conditions, an “Eligible Restaurant” is defined as a restaurant that: (i) is directed to the Company by referral from FoodSweeper using a unique URL or promotional code; (ii) establishes a valid account with the Company; (iii) is determined to be associated with FoodSweeper as a result of the unique URL or promotional code provided to the restaurant by FoodSweeper or in any other manner as the Company may determine in its sole discretion; and (iv) uploads the necessary invoice(s) and/or other paperwork, as may be required by the Company, for its food costs within ninety (90) days of referral by FoodSweeper.  

COMMISSIONS.  Subject to the terms and conditions contained herein, FoodSweeper will be eligible to receive a commission (the “Commission”) and a referral fee (the “Referral Fee”) based on a successful Sweep as described in this Section 2.  

      1. Calculation. The Commission will comprise (i) 5% of the total savings owed to FoodSweep experienced by the Eligible Restaurant (as determined by the Company) during the first twelve (12) months of the consulting relationship between the Company and such Eligible Restaurant, and then (ii) 5% of the FoodSweep commission received by the Company from such Eligible Restaurant for the term of the original signed agreement between the client and the food distributor (the “Consulting Fee”).
      2. Referrals.  FoodSweeper may refer other participants (“Referrals”) into the Program. FoodSweeper will be eligible to receive a Referral Fee for Eligible Restaurants (Referred Eligible Restaurants”) that are the subject of successful Sweeps made by Referrals, subject to the terms and conditions of the referral program (the “Referral Program”) set forth at www.FoodSweep.com.  The Referral Fee will comprise (i) 1% of of the total savings owed to FoodSweep experienced by the Referred Eligible Restaurant during the first twelve (12) months of the consulting relationship between the Company and such Referred Eligible Restaurant and then (ii) 1% of the Commission received by the Referral from such Referred Eligible Restaurant during each successive twelve (12) month period for the term detailed in the original signed contract between the Eligible Restaurant and chosen Distributor.  For the avoidance of doubt, the Commission owed to any Referral shall be net of any amounts to which the referring FoodSweeper is entitled pursuant to the Referral Program.

    To be eligible to receive a Referral Fee, FoodSweeper must have (A) already submitted a complete and accurate Program Participation Application and established a Program account and (2) influenced a Referral to create a Program account within the FoodSweep website as a FoodSweeper. Only after said Referral creates a Program account may the original FoodSweeper make a claim via the www.FoodSweep.com website to earn the Referral Fee.

    1. Payment Terms.  The Company will pay the Commission to FoodSweeper within forty-five (45) days after receipt of each Consulting Fee payment made by the Eligible Restaurant. Notwithstanding anything to the contrary contained herein, FoodSweeper is not eligible to receive any commission, and no commission will be deemed earned by FoodSweeper, unless and until the Consulting Fee has been paid to the Company.  Payment of a portion of or any installment of a Consulting Fee does not guarantee receipt by the Company of any future Consulting Fee or guarantee any future Commission payable to FoodSweeper.
    2. Deductions from Commissions.  The Company may deduct from any Commission amount otherwise earned by FoodSweeper all reasonable transaction costs, including payment processing fees, taxes required to be withheld, and similar expenses.
    3. Additional Eligibility Requirements.  In order to be eligible to receive any Commissions, FoodSweeper shall provide accurate information to the Company when signing up or with respect to Foodsweeper’s account, shall provide written notice to the Company of any changes to the information contained in FoodSweeper’s FoodSweep account, and shall provide other documentation reasonably requested by FoodSweeper.  

    The Consulting Fee and the terms of any relationship between the Company and any Eligible Restaurant are confidential to the Company and such Eligible Restaurant, and are deemed to be “Confidential Information” pursuant to Section 8.  FoodSweeper is not entitled to review the terms of any agreement between the Company and any Eligible Restaurant, or to audit, review, verify or contest the amount of the Consulting Fee or the Commission resulting therefrom.

    1. INDEPENDENT CONTRACTOR RELATIONSHIP.  FoodSweeper acknowledges and agrees that FoodSweeper’s relationship to the Company is and will be that of an independent contractor.  Neither these Terms and Conditions nor FoodSweeper’s participation in the Program shall for any purpose or in any way or manner create any employer-employee, joint venture, partnership or other relationship between the parties.  Accordingly, FoodSweeper shall have sole and exclusive responsibility for the payment of all federal, state and local income taxes and for all employment and disability insurance, Social Security and other similar taxes with respect to any Commissions paid by the Company hereunder.  The Consultant is not authorized to bind the Company except as expressly authorized in writing by the Company.
    2. FOODSWEEPER ACCOUNT RULES.  FoodSweeper may only have one active FoodSweeper account at any time.  FoodSweeper shall immediately notify the Company of any change to its active account or the deactivation of any active account.  The Company may disable FoodSweeper’s account at any time, with or without cause, and with or without notice to FoodSweeper.   If FoodSweeper’s account is disabled, FoodSweeper will be unable to make restaurant referrals or change account information.  The Company may modify, update or eliminate account features at any time with or without notice to FoodSweeper.
    3. INDEMNIFICATION; RELEASE OF CLAIMS.  FoodSweeper shall defend, indemnify and hold the Company harmless from any and all claims, causes of action, liabilities, costs, expenses, fines, penalties and fees, including reasonable attorneys’ fees, incurred in connection with, arising out of, or resulting from, directly or indirectly, FoodSweeper’s participation in the Program, FoodSweeper’s breach of these Terms and Conditions, or FoodSweeper’s gross negligence or willful misconduct.  FoodSweeper hereby unconditionally releases and covenants not to sue Company, any of its affiliates, and any of its or their former, present and future officers, managers, members, representatives, predecessors, successors, and assigns for or from any and all claims or demands of any kind, known or unknown, fixed or contingent, liquidated or unliquidated, at law or in equity, whether or not asserted, that FoodSweeper has or may have against the Company (individually, derivatively, or collectively in any combination) from the beginning of time up to and through the termination of FoodSweeper’s participation in the Program.  Without limiting the generality of the foregoing, if FoodSweeper is a resident of or organized in the State of California, FoodSweeper waives all rights under California Civil Code Section 1542 (or any similar provision of any other state law), which provides:

    A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

  2. TERM AND TERMINATION.  FoodSweeper’s participation in the Program will be terminated upon the first to occur of any of the following: (a) FoodSweeper deactivates its current FoodSweep account without establishing a new FoodSweep account, (b) the information in FoodSweeper’s FoodSweep account is or becomes inaccurate, or (c) the Company determines that FoodSweeper has violated these Terms and Conditions, has engaged in any fraudulent or misleading conduct, or that FoodSweeper’s continued participation in the Program jeopardizes FoodSweeper’s relationships with its customers, suppliers, agents, representatives, employees or referral sources.  Upon termination of FoodSweeper’s participation in the Program, FoodSweeper will forfeit and not be entitled to any Commissions not paid on or prior to the date FoodSweeper’s participation in the Program is terminated.

    1. LIMITATION OF LIABILITY.  Under no circumstances will the Company be liable to FoodSweeper for any amounts in excess of the Commissions, if any, actually owed to FoodSweeper pursuant to the terms hereof.  Without limiting the generality of the foregoing, the Company shall not be liable to FoodSweeper for any indirect, consequential, special, punitive, exemplary or other damages, including damages related to lost profits.
    2. CONFIDENTIAL INFORMATION.  
      1. FoodSweeper acknowledges that the Confidential Information (as defined herein) is the exclusive property of the Company and contributes greatly to the Company’s success.  FoodSweeper further acknowledges that the Company has made substantial efforts and implemented appropriate procedures to preserve the secrecy of the Confidential Information.  FoodSweeper agrees to use any Confidential Information to which it has access only for the benefit of the Company and participation in the Program, and shall not at any time, directly or indirectly, either during FoodSweeper’s participation in the Program or afterward, divulge, reveal or communicate the Confidential Information to any person or entity whatsoever, or use the Confidential Information for FoodSweeper’s own benefit or for the benefit of others.  “Confidential Information” means, collectively, the Company’s confidential business information, including, but not limited to, its trade secrets, customer lists and data, operating methodologies, assets, marketing and sales strategies, pricing and information (including the Consulting Fee), business and marketing plans, financial information, projections and performance, financial and reimbursement policies and information, intellectual property, technical data, research and development, clinical tools, programs, processes and protocols, information concerning employees, consultants contractors, and prospective employees, the identity of existing and potential contracts, customers, vendors, suppliers and business opportunities, confidential and proprietary materials, records and documents, and information, procedures, systems and techniques used by the Company in evaluating its operations and the quality of its financial and clinical performance.
      2. FoodSweeper is not entitled to review or receive any Confidential Information, and the Company may disclose or withhold any Confidential Information in its sole discretion.  
      3. FoodSweeper shall not publicize, advertise, market or otherwise publicly disclose any unique URL, promotional code, link or other identifying referral information.  FoodSweeper acknowledges that the Program is designed for FoodSweeper to refer its existing contacts for Consulting Services and any mass marketing or spamming efforts will be deemed a material breach of these Terms and Conditions.
    3. NO THIRD PARTY BENEFICIARY.  FoodSweeper acknowledges that it is not an intended or implied third-party beneficiary of any agreement between any restaurant, including any Eligible Restaurant, and the Company.  Without limiting the generality of the foregoing, FoodSweeper shall not be entitled to any of the rights, obligations or privileges of any restaurant, including any Eligible Restaurant, under any such agreement with the Company, and shall not be entitled to any claim to any portion of any Consulting Fee.
    4. ARBITRATION; WAIVER OF CLASS ACTION.  
      1. Any controversy or claim arising out of or relating to these Terms and Conditions,  the breach thereof, or the Program, shall be settled on a confidential basis by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, with such arbitration presided over by a single arbitrator.  If the parties cannot mutually agree on an arbitrator within fifteen (15) days, an arbitrator shall be selected by the American Arbitration Association.  
      2. The place of arbitration shall be Hamilton County, Ohio. The laws of the State of Ohio shall be applied in the arbitration proceedings, without regard to principles of conflict of laws.
      3. Except as may be required by law, neither party may disclose the existence, content or results of any arbitration hereunder.  The parties shall not be entitled to discovery in the arbitration.  
      4. The cost of the arbitration proceeding and any proceeding in court to enforce such arbitration award (excluding attorneys’ fees) shall be borne by the unsuccessful party, as determined by the arbitrator.  Each party shall bear their own attorneys’ fees.  The arbitrator shall have no authority to award indirect, consequential, special, punitive, exemplary or other damages, including damages related to lost profits.  The arbitrator shall also have no authority to award attorneys’ fees.  Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.   This agreement to arbitrate shall be specifically enforceable and any party may apply to any court with jurisdiction to compel arbitration.
      5. FoodSweeper hereby waives any and all rights to serve as a representative, as a private attorney general, or in any other representative capacity, and/or to participate as a member of a class of claimants, in any lawsuit filed against the Company or any of its affiliates, managers, officers, employees or representatives.  The arbitrator shall not conduct class arbitration and shall not allow FoodSweeper to serve as a representative, as a private attorney general, or in any other representative capacity for others in the arbitration.
    5. MISCELLANEOUS. 
      1. Entire Agreement; Modification.  These Terms and Conditions govern the entire agreement between the Company and FoodSweeper and supersede any prior understanding or agreement between the parties.  These Terms and Conditions may be updated, amended, rescinded or otherwise modified, in whole or in part, at any time and from time to time by the Company without prior notice and it is your responsibility to review the current Terms and Conditions, which can be found online at www.FoodSweep.com.
      2. Severability.  If any provision of these Terms and Conditions or the application of any provision hereof to any party or circumstance will, to any extent, be adjudged invalid or unenforceable, the application of the remainder of such provision to such party or circumstance, the application of such provision to the other party or other circumstances, and the application of the remainder of these Terms and Conditions will not be affected thereby.
      3. No Assignment.  FoodSweeper may not assign, transfer or delegate any of its rights, responsibilities, privileges or covenants, in whole or in part, to any third party.
      4. Governing Law.  These Terms and Conditions will be governed by and construed and enforced in accordance with the laws of the State of Ohio without regard to principles of conflicts of laws.
      5. Notices.  Any notices required to be provided to the Company pursuant to these Terms and Conditions shall be provided via email to the following email address: This email address is being protected from spambots. You need JavaScript enabled to view it..
    6. Deal Process. The FoodSweeper understands and acknowledges that a target client is not officially recorded and commission will not be owed to the FoodSweeper without the following terms successfully executed by the FoodSweeper, also detailed in clause 1:
      1) Setting up an initial meeting with the ownership team of any given target client. The ownership of the target client must be involved.
      2) Securing 30 days of invoices from the most recent past month and ensuring those invoices are successfully provided into the possession of The Company.
      3) Invoices must be secured by the FoodSweeper within 90 days from the initial meeting or the target client. If invoices are not successfully secured into the possession of The Company within this timeframe, at the sole discretion of The Company, that target client may be released  to the open market for another FoodSweeper to have the opportunity to execute the deal. Only one FoodSweeper will be paid per account, based on which FoodSweeper successfully achieves a signed deal.