OLO ACCOUNT HOLDER TERMS OF SERVICE
Date of Last Revision: July 5, 2022
Acceptance of These Terms of Service
Olo Inc. (“Olo,” “we,” “us,” or “our”) provides our technologies, products, services, and related content that, among other things, allow you to save and manage your account credential and payment information for an accelerated checkout experience across sites powered by Olo (collectively, including any updated or new features, tools, functionalities, and technologies that may be added to the current offerings, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using any aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST OLO ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
How Our Service Works
What It Does: The Service is designed to, among other things, allow you to create an Olo account to save and manage your account credential and payment information for an accelerated checkout experience across sites powered by Olo (an “Olo Account”). After you sign up for the Services and create an Olo Account, Olo will place a cookie on your web browser to recognize you when you return to a site powered by Olo, which will allow you to make purchases using the information you saved with your Olo Account. If you visit a site powered by Olo and you are not recognized by Olo (for example, because you’ve cleared your cookies, logged out, or you’re using a device that is different from the one you used to access the website during your last checkout) or if you begin checking out as a guest, you will be able to access your saved information by inputting your email address and you acknowledge that a verification code will be sent to you via SMS text message or e-mail. After you verify your identity, Olo will allow you to make purchases using your saved information.
Account Information and Security: You can manage your Saved Information the next time you access your account on or checkout from a site powered by Olo. Should you update your payment information, you consent to Olo validating your payment information, including your credit card on file. You are responsible for maintaining the confidentiality of your account details, if any, and are fully responsible for any and all activities that occur under your account. You agree to (a) immediately notify Olo of any unauthorized use of your account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Olo will not be liable for any loss or damage arising from your failure to comply with this paragraph.
Relationship with Third Parties
The Service facilitates your access to goods, products, services, sites, technology, and resources that are provided or otherwise made available by merchants and other third parties (the “Third-Party Services”). Olo enables access to these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation.
- Any agreement to purchase or sale with respect to any such Third Party Services is directly between you and such third party and Olo has no responsibility for any such purchase or sale, including but not limited to delivery, refunds, fraud, advertising, liability relating to any Third-Party Services. You, and not Olo, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Any dealings you have with third parties while using the Service are between you and the third party. Olo will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.
- Olo has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services.
- Under no circumstances will Olo be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content.
Updating, Suspending or Terminating the Service
These Terms of Service are in effect until terminated by either you or us.
- You may terminate these Terms of Service by deleting your Olo Account at any time by following instructions on how to request deletion of your account. If you want to manage your Saved Information, you can do so in your account settings on any sites powered by Olo or by following instructions on how to manage your Saved Information.
- If Olo believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service, we may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard your Saved Information without notice. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities.
- Olo reserves the right to, in its sole discretion and at any time, modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Olo will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
- Olo reserved right to refuse, suspend or terminate the provision of Service to anyone, for any reason (including for lack of use), at any time, without notice. You agree that Olo will not be liable to you or any third party for any termination of your access to the Service.
Your Access and Use of the Services
Prohibited Uses: You agree to not use the Service: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, or local laws, regulations, rules, or ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (vi) to submit false or misleading information; (vii) to upload or transmit viruses or any other type of malicious or destructive code; (viii) to collect or track the personal information of others; (ix) to spam, phish, pharm, pretext, spider, crawl, scrape or other similar activities; (x) for any obscene or immoral purpose; (xi) to interfere with or circumvent the security features of the service or any related website or application, other website or application, or the Internet; (xii) in such a way that could overburden, attack, damage, or otherwise negatively impact the performance of Olo, or any other user's use of Olo; or (xiii) to modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, create derivative works of, rent, lease, loan, sell, assign, sublicense, distribute, or otherwise transfer the Service, or any aspect or portion thereof, including any technology underlying the Service, any content or feature of the Service, or any names and logo displayed or used in the Service; and agree not to use any robot, spider, automatic device or process, or other automated or manual means to access Olo for any purpose. We reserve the right to terminate your use of the Service or any related website or application for violating any of the prohibited uses. Olo reserves the right to investigate and take appropriate legal action against anyone who, in Olo’s sole discretion, violates this provision, including suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities.
Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload and modify information to the Service via a mobile device, (ii) the ability to access and use the Service from a mobile device, and (iii) the ability to access certain features and content through sites and mobile apps powered by Olo (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. By using the Mobile Services, you agree that we may send verification codes to you via SMS text message whenever we recognize you on a site or app powered by Olo and certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Olo Account information to ensure that your messages are not sent to the person that acquires your old number.
General Practices Regarding Use and Storage: You acknowledge that Olo may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Olo’s or its third-party service providers’ servers on your behalf. You agree that Olo has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Olo reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Olo reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
International Use: Olo is headquartered in the United States and the Service is designed to be used by end users located within United States and Canada. If you use the Services from outside of the United States and Canada, you do so at your own risk.
Intellectual Property Rights
You acknowledge and agree that Olo owns all right, title and interest, including all copyrights and other intellectual property and proprietary rights in and to the Service, the technology and software underlying the Service, any content or features of the Service, or any names, logos and other trademarks used or displayed via the Service (“Olo Trademarks”). All goodwill generated from the use of Olo Trademarks will inure to our exclusive benefit.
Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT OLO, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS, SERVICE PROVIDERS, LICENSORS, AND AGENTS (COLLECTIVELY, THE “OLO PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE OLO PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE OLO PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE OLO PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE OLO PARTIES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless the Olo Parties from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any information you provide to the Service, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Olo will provide notice to you of any such claim, suit, or proceeding. Olo reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Olo’s defense of such matter. You may not settle or compromise any claim against the Olo Parties without Olo’s written consent.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the updated Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.
Governing Law; Jurisdiction
These Terms of Service will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Olo submit to the personal and exclusive jurisdiction of the state and federal courts located within New York, New York.
You may not assign these Terms of Service without the prior written consent of Olo, but Olo may assign or transfer these Terms of Service, in whole or in part, without restriction.
These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Olo governing your access and use of the Service, and supersede any prior agreements between you and Olo with respect to the Service. The failure of Olo to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Olo will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Olo’s reasonable control.
Dispute Resolution By Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
- Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Olo, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Olo are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
- Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND OLO AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND OLO AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
- Pre-Arbitration Dispute Resolution
Olo is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by contacting customer support here. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Olo should be sent to 285 Fulton St. 82nd Floor, New York, NY 10007, Attn: Olo Legal Dept (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Olo and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Olo may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Olo or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Olo is entitled.
- Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Olo and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Olo agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
- Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Olo or you under the AAA Rules, Olo and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Olo will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Olo will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.
- Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms of Service to the contrary, Olo agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Olo written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).