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RSI Web Site Terms of Use

Please Read the Following Terms of Use Carefully

The www.rsiweb.com Web site (the "Web Site") is operated by Restaurant Services, Inc. ("RSI"), and can be used subject to these terms of use and all modifications and amendments to them ("Terms of Use").

Definitions

The Web Site is intended for use by:

• Members of record of RSI ("Members");
• BURGER KING® franchisees ("Franchisees");
• Burger King Corporation ("BKC");
• Prospective franchisees developing BURGER KING® restaurants;
• RSI;
• BURGER KING® System approved suppliers ("Suppliers"); and
• BURGER KING® System approved distributors ("Distributors")

Each of those mentioned above is a "Participant". When you are the Participant, you may be referred to as "You".
The User Names and Passwords for each Master Account Administrator and each Authorized User are "Accessor Information".

An "Authorized User" is any person who has been issued a "User Name" and "User Password" by the Master Account Administrator, or a Master Account Administrator himself/herself.

The "BURGER KING® System" includes all BKC and franchisee-owned restaurants operating in the United States under the BKC marks.

Each Participant may give this Master Account User Name and Master Account Password to one individual, who will be that Participant’s "Master Account Administrator".

A "Master Account User Name" and -Master Account Password- are provided to each to each Participant, to allow the Participant to use the Web Site.

"Proprietary" pages are only accessible by Authorized Users.

"Public" pages are accessible by Visitors and Authorized Users.

"Registration Information" includes contact information, such as the name and business address of the franchise owner and location(s) of a franchisee’s restaurant(s), and other information requested on the registration form on the Web Site or which is provided by RSI. Registration Information will be used, among other purposes, to communicate with you regarding available information, transactions, and changes in Web Site functionality, features, and other activities relating to the Web Site. RSI may also use Registration Information to send You information about the BURGER KING® System, products or services available and offers made available by other entities, which may be sent by RSI, BKC, or approved third parties.

A "Service Provider" is a third party hired by RSI or a Participant to provide or perform certain services and functions.

"Transaction Information" is information provided by a Participant to another Participant, so one Participant can obtain goods or services from the other and may also be information provided by a Participant to RSI for the purpose of allowing RSI to better understand activities underway in the supply chain and affecting Participants.

"Usage Data" includes information about how Visitors and Authorized Users use the Web Site, and in the case of Authorized Users, the services used, and may include, without limitation, the domain name from which a Visitor or Authorized User accesses the Web Site, the language of the browser used by the Visitor or Authorized User, the type of browser and operating system, Internet Service Provider, Internet protocol (IP) address, the information transmitted by a Visitor or Authorized User on or through the Web Site, the web site visited just before accessing the Web Site, and the amount of time spent on the Web Site or any page or portion thereof, or using the Services.

"Usage Information" includes Usage Data, Transaction Information, User Content and Registration Information.

"User Content" is defined as Transaction Information, data, text, music, sound, photographs, graphics, video, messages and other materials that You post to the Web Site, send to a Participant or supply to RSI electronically.

If you are a member of the general public, and are not an Authorized User as defined below, you will be referred to as "Visitor" in these Terms of Use. The capitalized term "You" does not apply to Visitors.

"Web Site Content" means the trademarks, service marks, logos, copyrights and other content owned by RSI and others, including BKC, which is displayed on this Web Site.


Access

The information and materials on this Web Site are provided for lawful purposes only. This Web Site has two types of pages. Public pages are accessible by Visitors and Authorized Users, and Proprietary pages are only accessible by Authorized Users who have provided Registration Information and obtained Accessor Information. Usage Information that identifies You, or the restaurant or franchise with which you are affiliated, will never be provided by RSI to any other Participant without your affirmative consent, except as required by law.

The Accessor Information is the property of RSI, and access to this Web Site can be revoked by RSI at any time, at RSI’s sole discretion, with no notice to You, the Master Account Administrator or the Participant, if RSI believes that the Accessor Information is being used in violation of these Terms of Use or any other agreement between an Authorized User and RSI.

Each Master Account Administrator is responsible for assigning User Names and User Passwords to individuals within its organization, and maintaining and ensuring the confidentiality of the Accessor Information. The Master Account Administrator agrees to accept responsibility for all activities that occur under or through the Master Account User Name or any User Name. You agree to handle, treat and manage the Accessor Information in a manner that is consistent with the law governing the maintenance of trade secrets, and with the same degree of care as you handle proprietary information


Web Site Content

RSI is the owner or licensee of all RSI Web Site Content on the Web Site, including without limitation, all copyrights, trademarks, service marks and other intellectual property rights and licenses thereto, including licenses to all marks owned by BKC. You may print, download and use Proprietary pages for internal use within Your Participant's business. In other words, officers, partners, agents, Service Providers and employees of Your Participant, and Your Participant's attorneys, consultants and accountants can view printed or downloaded Proprietary pages, as long as any marks, logos or other legends that appear on the copied screens are not removed from the printed or stored pages. RSI asks that you not download or save a copy of Proprietary pages for other purposes, such as providing a Proprietary page to any other Participant, Authorized User, a competitor, a competing franchisee, or a member of the press or government without the prior written consent of RSI, which will be granted at RSI's sole discretion.

User Content on the Web Site

By posting User Content on or through this Web Site, You represent and warrant that You own it or otherwise have the right to use and distribute it, You are solely responsible for such User Content, and that the posting does not violate these Terms of Use.

By submitting or sending User Content to RSI or otherwise making User Content available for display on or through the Web Site, You grant RSI the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, so RSI can create, modify, save and display the contents of the Web Site in a manner that does not violate these Terms of Use.


User Conduct on the Web Site and in Email

In respect for the rights of others, You agree that you will not upload, post, email or otherwise transmit any User Content on or through the Web Site that: (i) infringes any proprietary rights of any party or person; (ii) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, sexually graphic, invasive of another's privacy, or hateful; (iii) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of race, ethnicity, gender, religion, sexual orientation, age, or disability; (iv) contains unsolicited or unauthorized advertising, promotional materials, -spam," -chain letters," or any other form of solicitation, except in those areas of the Web Site that are intended and designated for such purpose, provided that even in those areas, Your User Content will comply in all respects with the provisions hereof; and (v) contains software viruses or any other computer code, files or programs designed to or which may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or any other similarly destructive activity.

You further agree that You will not: (i) use the Web Site, or any part thereof, to -stalk- or harm any other User or any other person in any way; (ii) impersonate any person or entity, including, but not limited to, a RSI officer, director, member or representative, or any other Participant, or falsely state or otherwise misrepresent Your affiliation with a person or entity; (iii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted on or through the Web Site; (iv) disrupt the normal flow of dialogue in a chat room or message board (v) interfere with or disrupt the Web Site or servers or networks connected to the Web Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Web Site; (vi) -hack," infiltrate or otherwise seek to gain unauthorized access to, or compromise the integrity of, the Web Site; or (vii) violate any applicable local, state, national or international law or regulation.


Privacy and Confidentiality

RSI will record and collect Usage Data, subject to these Terms of Use. RSI will monitor and use Usage Data to measure the Web Site's performance and activity and improve the Web Site's design and functionality. RSI may also use Usage Data to develop, use and distribute statistical and non-identifying information about how the Web Site is used and for other business purposes. RSI will never provide an Authorized User's Usage Information to any other Participant or to another Authorized User in a manner that personally identifies an Authorized User or the restaurant, Franchisee, Supplier or Distributor that the Authorized User represents without the prior written consent of the Authorized User or his/her Participant, unless that Usage Information was posted in an area of the Web Site which is marked as -Public", except as required by law. However, You can use the Web Site to provide Your Participant's User Content to another Participant, another Authorized User, a Supplier or a Distributor.

RSI uses -cookies- to make transactions and other activities through the Web Site more convenient and efficient for Authorized Users. For these purposes, RSI uses -session cookies," which consist of information stored by the web browser passed back to the applicable server whenever a request for a new page on the Web Site is made. Most Web browsers automatically accept session cookies, and most may also be configured to provide notice of when a session cookie is about to be placed on the browser. When a browser is not configured to accept cookies, the user will not be able to use certain features of the Web Site.

RSI retains the right to collect, maintain, process and distribute Usage Information, in a manner that does not identify the particular Authorized User, restaurant, Franchisee, Supplier or Distributor that submitted the Usage Information; to the government; and to RSI's accountants, consultants and attorneys, who are contractually prohibited from using the Usage Data for any purpose other than the purpose requested by RSI, so RSI can comply with its reasonable business and legal obligations.

RSI will never provide any of Your Usage Information in a manner that identifies your restaurant or franchise to any other Participant or any other restaurant, franchise, Supplier or Distributor, without Your express, written consent, unless required by law. Your Usage Information will only be provided to other Participants, in an aggregated format in a manner that will not identify You or Your particular Usage Information, when You tell RSI to provide it, either in writing or by selecting the -I Accept and Agree- option on the Web Site. Your Usage Information will be available to Authorized Users whose User Name and User Password were supplied by the Master Account Administrator who supplied You with Your User Name and User Password.


Linked Sites

You may be able to link to or access information from third parties' web sites ("Linked Sites") from the Web Site. Linked Sites are not reviewed, controlled or examined by RSI in any way and RSI is not responsible for the content, availability, advertising, products, privacy policy or other materials housed or available through any such Linked Sites, including without limitation any additional links contained therein. These links do not imply RSI's endorsement of or association with the Linked Sites.

Certain Linked Sites may require user identification and passwords in order to be used. In order to provide "link through" capability to Users, and to provide Transaction Information, RSI may acquire Your username and password information from Participants or Service Providers in order to provide access to such sites.


Buying and Selling of Products and Services by Participants

Portions of this Web Site enable certain Participants ("Buyers") to purchase products and services from other Participants, primarily Suppliers ("Sellers"). In the execution of this function, the Web Site displays certain Web Site Content and provides a communications environment in which Buyer and Seller can shop for, order, arrange shipping, and arrange payment of products and services. As such, the RSI Web Site is a venue to allow Participants to buy and sell products and services at their convenience.

RSI and the Suppliers and other Participants providing Web Site Content of products and services for sale attempt to be accurate. However, RSI does not warrant that the products or services described or any other content of this Web Site is accurate, complete, reliable, current, or error-free. Furthermore, all products and services, the purchase and sale of which are negotiated through this Web Site, are purchased and sold according to terms and conditions agreed to by the Seller, or negotiated between the Buyer and the Seller.

RSI is neither the Buyer, nor the Seller of any products or services offered for sale through the Web Site, (unless it is acting for its own account). RSI is not a party to the transaction between Buyer and Seller and is not an agent for any other Participant, and, as a result, has no control over the quality, safety, condition, or terms of the products or services bought and sold. RSI has no power to compel either buyer or seller to complete any transaction negotiated through the Web Site. RSI disclaims any liability to any party in the case of any commercial disputes arising between Buyers and Sellers regarding any transactions negotiated and consummated through the Web Site. You release RSI, its directors, officers, agents, subsidiaries, and employees, from and against all claims, demands and damages, actual or consequential, of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any such disputes. If you are a resident of any state that does not permit a general release to release a claim of which you are not aware, you hereby waive that provision of Your state’s law.


Special Terms Applicable to International Users

Certain Participants who are Franchisees and who own or operate Burger King® restaurants in countries other than the United States of America ("International Users") specifically agree to and are bound by the following additional terms and conditions.

As an International User acting as a Buyer through this Web Site, You hereby appoint RSI to be Your purchasing agent for the limited purpose of negotiating the price and certain of the terms and conditions of sale of all of the products and services available through this Web Site. In connection with Your purchases through this Web Site, You shall become eligible to receive a patronage dividend, calculated on the dollar amount of Your purchases and utilizing a formula approved by RSI in the event that RSI declares such a dividend for purchases made by International Users. You will only become eligible for such patronage dividend in the event that RSI declares a patronage dividend on purchases made through this Web Site applicable to International Users, in accordance with its By-Laws. You acknowledge and agree that while this patronage dividend will be calculated in a manner consistent with any patronage dividend to be received by Members, such patronage dividend will be subject to a surcharge of up to 35% of the gross amount payable to You, which will be retained by RSI, and which represents Your pro-rata, non-Member cost contribution related to the operations of RSI, including this Web Site. Notwithstanding the appointment as purchasing agent, above, all Participants understand and agree that RSI has no other authority to act on behalf of or bind the International User and shall have no liability or other responsibility with respect to any payment or performance obligations, or other legal obligations, of the International User to any other Participant, third party or otherwise, unless such obligations are expressly assumed by RSI in writing.

Payment of any patronage dividend will be made in U.S. Dollars to the franchise group identified in Your registration, without reference to exchange rates. Payment of any patronage dividend to International Users may be subject to tax treaties, currency import or export regulations, or other regulations of either the United States of America or the country of residence of the International User. Each International User is responsible for determining the applicability of any tax or currency exchange regulations and for taking any action necessary to comply with such applicable laws. RSI, in its sole discretion, may choose to retain any patronage dividend in an account for the benefit of the relevant International User, if, in the sole discretion of RSI, payment of such amount would be in violation of U.S. or foreign law.

International Users agree and acknowledge that certain products and services offered on this Web Site may be unavailable in such International User’s country.


Service Providers

Participants may provide access by Service Providers to User Information if the Service Provider's access limited by contract to the purposes for which the Participant is permitted to use the User Information, as the User Information is needed to perform contracted-for functions. For example, RSI may use a Service Provider to analyze usage of the Web Site, or to handle the security of the Web Site, and a Participant may contract with a Service Provider for janitorial or delivery services. If a Participant does not have a contract with a Service Provider regarding access and control of the User Information, the Participant cannot allow the Service Provider access to the User Information.

Access

RSI will make reasonable efforts to ensure access to the Web Site during normal business hours for its Participants. Participant access to the Web Site will be limited during normal scheduled maintenance and update periods, which are expected to last from 3:00 A.M. Eastern Time to 4:30 A.M. Eastern Time, daily.

Disclaimer of Warranties

THIS WEB SITE IS PROVIDED -AS IS- AND -AS AVAILABLE," WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION OF THE FOREGOING, RSI SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (i) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, APPROPRIATENESS, RELIABILITY, TIMELINESS, OR USEFULNESS, OF THE WEB SITE AND THE CONTENT THEREON; (ii) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; OR (iii) ANY WARRANTIES WHATSOEVER WITH RESPECT TO LINKED SITES.

Limitation of Liability

IN NO EVENT WILL RSI, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, PARENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS, BE LIABLE TO ANY PARTY (i) FOR ANY INDIRECT, DIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE); (ii) ANY OTHER DAMAGES ARISING IN ANY WAY OUT OF THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE WEB SITE, EVEN IF RSI OR ITS REGISTERED AGENT HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IS NEGLIGENT; OR (iii) ANY DISCLOSURE OF ANY OF YOUR USER INFORMATION, REGARDLESS OF THE FORM OF ACTION. CERTAIN STATE LAWS DO NOT ALLOW LIMITATION ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Indemnification

Your use of the Web Site means You agree to defend, indemnify and hold RSI, its affiliates, subsidiaries, Participants (other than the Participant You are affiliated with), and their officers, directors, agents and employees harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from Your use of the Web Site. Any information downloaded, printed, or used by You is deemed to be licensed or sublicensed to you by RSI, and You agree to indemnify the parties listed above, together with any licensor of RSI, for Your violation of any license deemed granted to You hereunder.

Review/Change Contact Information

Requests to review, change, or update information previously provided to RSI on or through the Web Site may be made by sending an e-mail to webmaster@rsilink.com.

Applicable Laws/Jurisdiction

RSI controls and operates this Web Site from its offices in Coral Gables, Florida, in the United States of America. Persons who choose to access this Web Site from other locations do so on their own initiative, and are responsible for compliance with local laws. The laws of the state of Florida, excluding its conflicts-of-law rules, shall govern these Terms of Use and Your use of the Web Site. You agree that any claim or dispute with RSI or relating in any way to Your use of the Web Site shall be commenced and heard in the courts of the state of Florida, Miami-Dade County, and you agree and expressly consent to the exercise of personal jurisdiction in the courts of the state of Florida, in connection with any such dispute.

Termination

These Terms of Use are effective until terminated or modified by RSI. You may terminate your User Name at will. The Master Account Administrator who assigned You your User Name may terminate your User Name at the Master Account Administrator, and may terminate the Participant's Master Account by written notice to RSI. RSI can terminate any Master Account immediately without notice if in RSI's sole discretion, the Participant fails to comply with any term or provision herein; or if Participant ceases to be a Burger King Franchisee, Supplier, or Distributor; or if RSI determines, in its sole discretion, a business need that necessitates termination of the Master Account in order to protect RSI's interest and/or the interests of any of the Participants. All sections of these Terms of Use which govern confidentiality (including RSI's promise not to provide Usage Data to BKC), ownership of intellectual property, disclaimers, limitations of liability, applicable laws and indemnification will survive termination and last in perpetuity, subject to the requirements of law.

Changes to Terms of Use

RSI may change these Terms of Use from time to time and at any time, and without actual notice to you. All such changes to these Terms of Use will appear on this page of the Web Site. We encourage you to check for changes to these Terms of Use regularly. By using the Web Site following any modifications to these Terms of Use, You agree to be bound by any such modifications to these Terms of Use. All information collected can be used by RSI under the Terms of Use in effect when RSI seeks to use such information.


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