TrendMapper

Subscription Services Agreement

NOTICE TO ALL SUBSCRIBERS: PLEASE READ THIS AGREEMENT CAREFULLY. BY CHECKING/CLICKING ON THE “I HAVE READ AND AGREE TO THE SUBSCRIPTION SERVICES AGREEMENT, TERMS OF USE AND PRIVACY POLICY” BUTTON ON THE PROGRAM SITE OR BY USING THE BELOW DEFINED SERVICES, SUBSCRIBER AGREES TO ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, SUBSCRIBER, ON BEHALF OF SUBSCRIBER AND ALL USER ACCESSING THE TERNDMAPPER PROGRAM THROUGH SUBSCRIBER, AFFIRMS THAT SUBSCRIBER AND ALL SUCH USERS ARE AT LEAST OF LEGAL AGE OF MAJORITY IN SUBSCRIBER’S STATE OF RESIDENCE (EIGHTEEN (18) YEARS OF AGE IN MOST STATES), AND SUBSCRIBER AGREES THAT THIS AGREEMENT IS ENFORCEABLE AS IF IT HAD BEEN SIGNED BY SUBSCRIBER. IF SUBSCRIBER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CHECK/CLICK ON THE BUTTON THAT INDICATES THAT SUBSCRIBER AGREES TO THE TERMS OF THIS AGREEMENT AND DO NOT USE THE SERVICES. THIS AGREEMENT MAY REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN A JURY TRIAL AND THEREFORE CONTAINS A CLASS ACTION WAIVER, A JURY TRIAL WAIVER, A BINDING INDIVIDUAL ARBITRATION AGREEMENT TO RESOLVE DISPUTES IN SUCH INSTANCE, THIS AGREEMENT ALSO CONTAINS A LIMITATION OF LIABILITY PROVISION AND AN ACKNOWLEDGEMENT THAT THIRD PARTIES WILL BE PROVIDING MANY OF THE SERVICES BEING SUBSCRIBED FOR.
This Subscription Services Agreement (the “Agreement”) is a legally binding agreement by and between NATIONAL RESTAURANT ASSOCIATION, an Illinois not-for-profit corporation with offices located at 2055 L St. NW, Suite 700, Washington, DC 20036 (“Association”), and the Subscriber purchasing and using the Services and any user using the Services (as described below) through such Subscriber (“Subscriber”, “you” or “your”). Association and Subscriber are each a “Party” and collectively the “Parties” under this Agreement.

Association and Subscriber hereby agree as follows:

  1. Services Provided to Subscriber.

    1. Services. This Agreement covers Subscriber’s use of the Association’s online subscription services providing data and analysis (collectively, the “Services”) that may be offered from time to time to subscribers under the subscription services program (“Program”) referred to as TrendMapper using the Program website (“Program Site”). Subscriber acknowledges and agrees that the Services offered under the Program may change from time to time.

    1. LIMITATION OF LIABILITY GENERALLY. Subscriber hereby agrees that in all events, Association’s liability to Subscriber (and/or any third-party claiming through Subscriber) in connection with this Agreement or the Services shall be limited to the Subscription Fees actually paid by Subscriber to Association under this Agreement. NEITHER ASSOCIATION NOR ANY OF ITS AFFILIATES WILL BE LIABLE UNDER ANY CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY (i) FOR ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY, OR LOSS OF BUSINESS OR DATA; (ii) FOR ANY INDIRECT, EXEMPLARY, LOST PROFITS, LOST REVENUE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (iii) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE CUMULATIVE SUBSCRIBER FEES PAID BY SUBSCRIBER UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOUR PURCHASE OF THE SERVICES.

    1. Permitted Users. The Services shall be used only by the Subscriber and permitted end users. Subscriber is responsible for maintaining the security of Subscriber’s passwords and other account access credentials. Subscriber may not share passwords or other access credentials. Any unauthorized use of the Services by Subscriber or by third parties through the Subscriber’s subscription shall be grounds for termination of the Subscriber’s subscription and may lead to damages to Association.

 

  1. Terms of Use; Responsibility and Restrictions; Suspension.

    1. Terms of Use. Subscriber will use the Services only as provided herein and in accordance with those applicable Association Terms of Use located at https://trendmapper.restaurant.org/terms-of-use/ and any other usage terms, terms of sale, rules, policies, and procedures specified for the Services (“Usage Rights”). If Association determines Subscriber is exceeding its Usage Rights, Association may notify Subscriber in writing (email notification sufficient) specifying such Usage Rights violation.  Association also expressly reserves the right to immediately terminate the Subscriber’s subscription if Association, in its sole discretion, determines that the violation of Usage Rights was material or deserving of cancelation of the subscription. Association further reserves the right to take appropriate legal action against Subscriber for violating intellectual property rights, committing fraud, or otherwise committing similar grounds for termination.

    1. Restrictions on Use. Subscriber shall not, and shall ensure that affiliates do not, directly or indirectly (i) make the Services available to anyone other than those expressly authorized to use the Services; (ii) sell, resell, assign, transfer, license, sublicense, distribute, outsource, rent or lease the Services; (iii) copy, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of any of the Services or any software, documentation or data related to or provided with the Services; (iv) interfere with or disrupt the integrity of the Service, (v) modify or create derivative works based on the Services or remove any trademarks or trademark and/or copyright notices from the Services; or (vi) use or access the Services to build or support, and/or assist a third party in developing products or services competitive to the Services.

    1. Suspension of Services/Termination. Association will immediately terminate or suspend Subscriber’s account and access to the Services if (i) Subscriber fails to make a renewal payment upon expiration of Subscriber’s annual term; or (ii) Subscriber violates the terms of this Agreement. Any suspension or termination by Association of the Services or Program will not relieve Subscriber of its payment and/or other obligations otherwise incurred before the date of termination.

  1. Ownership; Services; Statistical Information.

    1. Ownership of the Services. Subscriber agrees that the Services are offered online for use on a subscription basis. Association and/or its Affiliates, as applicable, reserve all rights, title and interest in and to the any software or documents related to or provided as part of the Services and all copyright, trademark and other intellectual property rights and derivatives, modifications or improvements thereto. From time to time, Subscriber or its affiliates may be asked to submit to Association comments, questions, enhancement requests, suggestions, ideas, process descriptions or other information related to the Services (“Feedback”). Subscriber agrees that Association has all rights to use and incorporate Feedback into the Services without restriction or payment to Subscriber. No rights are granted to Subscriber except as otherwise provided herein.

    1. Privacy Policy Acknowledgment. Subscriber agrees to the terms of Association’s Privacy Policy located at: https://restaurant.org/privacy-statement/, all subject to amendment from time to time.

    1. Statistical Information. Association may monitor Subscriber’s use of the Services and compile Subscriber data to obtain statistical information related to the Services and may make such information publicly available. Association retains all rights, title and interest in and to such statistical and performance information.

  1. Subscription Fees, Updates to the Agreement; Taxes and Currency; Payment.

    1. Subscription Fees, Updates to the Agreement. Subscriber will pay the applicable subscription fee or fees set forth on the Program Site (“Subscription Fees”).  All Subscription Fees are noncancelable and nonrefundable, unless otherwise specifically specified in writing by Association.  Association reserves the right to change the Subscription Fees, which may be updated by Association from time to time and which would apply upon any renewal of any subscription.   Updates to the terms of this Agreement can be found on the Program Site. Any updates to this agreement will be effective thirty (30) days after posting. By using the Services or Program following the effective date of a revision to this Agreement, Subscriber agrees to be bound by the most recent version of this Agreement. Subscriber may terminate or discontinue Subscriber’s subscription prior to the effective date of any posted update to this Agreement.

    1. Taxes and Currency. All fees are exclusive of, and Subscriber will be responsible for payment of, taxes, levies, duties or similar local, state, provincial, federal or foreign jurisdiction governmental assessments on the Services. Subscriber is not responsible for any taxes based on Association’s net income or property. Except as otherwise specified in writing by Association, all fees due hereunder will be paid in U.S. Dollars.

    1. Payment.  Subscriber shall pay the Subscription Fees in advance as provided on the Program Site which may include payment through the Program Site or by invoice.   Failure to pay amounts as due shall result in the termination of the subscription and the Services. Association shall have no obligation to deliver the subscription or the associated Services until payment has been received.  By providing a credit card for payment, you represent and warrant that (i) the credit card information you supply is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you, including all applicable taxes.

  1. Agreement Term and Termination.

    1. Subscription and Agreement Term. Unless otherwise provided and agreed on the Program Site, the subscription term (“Subscription Term”) shall be on an annual basis, and conditioned upon the Subscriber’s timely payment of the applicable Subscription Fees.  The Agreement (as updated in accordance with its terms) will commence on the date Subscriber accepts this Agreement and commences payment (the “Effective Date”) and will remain in effect until the expiration of the Subscription Term and any renewal terms as provided herein (the “Agreement Term”).

    1. Termination.  Subscriptions shall be paid in advance and shall not be terminable or refundable except as otherwise provided herein. In the event of a material change in the Services offered under the Program without a comparable replacement, or in the event of a material change to this Agreement as described in Section 4.1 above, Subscribers shall be entitled to discontinue and terminate their subscription upon providing thirty (30) days prior written notice to Association and be entitled to a prorated refund of the annual Subscription Fees paid for the period between the date of termination and the end of the annual Subscriber’s subscription period.

    1. Survival. The following Sections of the Agreement will survive termination of the Agreement: Section 1.2 (Limitation of Liability Generally), Section 2.2 (Restrictions on Use), Section 3 (Ownership; Services; Statistical Information), Section 4 (Subscription Fees; Taxes and Currency; Payment), Section 6.3 (Warranties Disclaimer), Section 7 (Indemnification for Wrongful Use), Section 9 (Arbitration), Section 10 (Miscellaneous).

  1. Warranties; Warranty Remedies; Warranties Disclaimer; Changes.

    1. General Warranty. Each Party represents and warrants to the other Party that it has the power and authority to enter into the Agreement.  Subscriber represents and warrants (i) if Subscriber is signing this Agreement on behalf of an entity, the entity is duly incorporated or formed, validly existing and in good standing under the laws of the state in which it is incorporated or formed; (ii) Subscriber shall perform its obligations under this Agreement in accordance with all applicable laws and regulations..

    1. Services. The information presented on or through the Services is made available solely for general information and education purposes. Association does not warrant the accuracy, completeness, or usefulness of this information. Any reliance Subscriber places on such information is strictly at Subscriber’s own risk. Association disclaims all liability and responsibility arising from any reliance placed on such materials by Subscriber or any other person accessing the Services. Association may update the content included in the Program from time to time, but the content is not necessarily complete or up to date. Any of the material included in the content may be out of date at any given time, and we are under no obligation to update such material.

    1. WARRANTIES DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL SERVICES PROVIDED ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, AND ASSOCIATION, ITS AFFILIATES AND ITS THIRD-PARTY PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ASSOCIATION DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SERVICES OR THE RESULTS SUBSCRIBER MAY OBTAIN BY USING THE SERVICES. ASSOCIATION DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE SERVICES OR THAT ASSOCIATION WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. ASSOCIATION DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.

  1. Indemnification for Wrongful Use. Subscriber will indemnify, defend and hold harmless Association and Association’s Affiliates against any claim brought against Association by a third party arising out of Subscriber's (including any representative, employee or agent of Subscriber) breach of this Agreement, or alleging that Subscriber’s wrongful use of the Services, other than as authorized in this Agreement, violates applicable law or regulations, or infringes the claimant’s intellectual property rights, and will pay Association for finally-awarded damages and costs and Subscriber-approved settlements of the claim.

  1. Data Security. Association shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security of the Services and any data submitted by Subscriber in accordance with the Payment Card Industry Data Security Standards and subject to Association’s privacy policy located at: https://restaurant.org/privacy-statement/, which may be updated from time to time. Subscriber acknowledges that the Program and Services are not marketed to United Kingdom, European Economic Area or Switzerland residents.  In the event of a change in regulation or law or if Subscriber’s use of the Services involves processing personal data pursuant to Regulation 2016/679 (the “GDPR”) or the United Kingdom Data Protection Act 2018 and/or transferring personal data outside the United Kingdom, the European Economic Area or Switzerland to any country not deemed by the European Commission as providing an adequate level of protection for personal data, Subscriber expressly consents to such processing and transfer of data.  Subscriber agrees Association may engage Association Affiliates and third parties to process personal data on Association’s behalf in order to provide the Services. Such Association Affiliates and third-party data subprocessors shall maintain an equivalent level of protection for the Subscriber Data as set forth herein.

 

  1. Arbitration.  At Association’s discretion, Association may require you to submit any disputes arising from this Agreement and the sale of any Services to you, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying State of Illinois law. TO THE EXTENT ASSOCIATION REQUIRES YOU TO SUBMIT TO ARBITRATION, YOU AGREE THAT YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

AT ASSOCIATION’S SOLE DISCRETION, ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND ASSOCIATION ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF SERVICES THROUGH THE PROGRAM AND/OR UNDER THIS AGREEMENT, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

 

You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR ASSOCIATION WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER SUBSCRIBERS IN COURT OR ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

  1. Miscellaneous.

    1. Notices. Association may give general notices for Services applicable to all subscribers by means of a notice on the Program Site or other electronic means. Subscriber consents to receiving communications regarding the Program, the subscription and the Services. Specific notices applicable to affiliates of the Services, technical support, system security and other account notices will be given by electronic mail to Subscriber's e-mail address on record. All legal or dispute-related notices will be sent by first-class mail or express delivery, if to Association: Legal Department, 2055 L Street, NW, Suite 700, Washington, DC 20036 and if to Subscriber: at the address provided by Subscriber, or such other addresses as either Party may designate in writing from time to time.

    1. Force Majeure. Neither Party will be responsible for failure or delay of performance if caused by an act of God, war, terrorism, civil unrest, cyberattack, an electrical or telecommunications outage, epidemic, government restrictions (including the denial or cancellation of any license), or other event beyond the reasonable control of such Party. Each Party will use reasonable efforts to mitigate the effect of a force majeure event and will notify the other Party in writing within twenty (20) days of such force majeure event.

    1. Governing Law. The Parties will be governed by laws of the State of Illinois, excluding its conflicts of law provisions, and except as stated in Section 9 above or as otherwise stated herein, agree to the exclusive jurisdiction of and venue in the state and federal courts located in Cook County, IL. Except for actions for nonpayment or breach of either Party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either Party more than one (1) year after the cause of action has accrued. 

    1. Independent Contractors; Assignment. The relationship between the Parties is that of independent contractors.  No joint venture, partnership, employment, or agency relationship exists between Association and Subscriber as a result of this Agreement or Subscriber’s use of the Services. This Agreement is personal to Subscriber and may not be assigned or transferred by Subscriber for any reason whatsoever without Association’s prior written consent.

    1. Waiver. No waiver of any provision nor consent to any exception to the terms of this Agreement shall be effective unless in writing and signed by the Party to be bound and then only to the specific purpose, extent and instance so provided. A Party’s waiver of, or failure to exercise, any right provided for in this Agreement shall not be deemed a waiver of any further or future right under this Agreement.

    1. Headings; Entire Agreement. The headings in this Agreement are for reference only. This Agreement represents the Parties’ entire understanding relating to the Services and supersedes any prior agreements or understandings regarding the Services. In the event of a conflict between this Agreement and the Program Site, this Agreement shall govern.


By checking/clicking on the “I HAVE READ AND AGREE TO THE SUBSCRIPTION SERVICES AGREEMENT, TERMS OF USE AND PRIVACY POLICY” BUTTON when registering for the Services  and/or by using the Services you hereby ACCEPT AND AGREE to be bound by the terms of this Subscription Services Agreement.

Last Updated 4.16.23