MILIO’S SANDWICHES, LLC TERMS OF USE
1. Acceptance of Terms
MILIO’S SANDWICHES, LLC, together with its subsidiary and affiliated companies including, without limitation,BIG MIKE’S SUPER SUBS OF WISCONSIN, INC., BIG MIKE’S SUPER SUBS FRANCHISE SYSTEMS, INC., and LIAUTAUD FAMILY INVESTMENTS, LLC (collectively referred to as “Company”, “us” or “we”), provides access to this website (the “Site”), as well as the communications, tools, information, product offerings and other features offered on the Site (collectively referred to as “Offerings”), subject to your compliance with the following Terms and Conditions of Use (“Terms”). These Terms are intended to be read together with the Company’s Privacy Policy, which is incorporated into and made a part of these Terms. Our Privacy Policy may be reviewed here.
We reserve the right to change these Terms from time to time with or without notice to you. You acknowledge and agree that it is your responsibility to periodically review this Site and these Terms. Your continued use of this Site and Offerings after such modifications will constitute your acknowledgement and acceptance of the modified Terms.
As used in these Terms, references to our “Affiliates” include our owners, licensees, licensors, franchisees, assigns, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or contents and Offerings available on this Site.
BY USING THIS SITE AND OFFERINGS ON THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS, PLEASE EXIT THE SITE.
2. Offerings
The Company provides a number of Offerings for users on this Site, including, the ability to order food items for pick-up or delivery, communications tools, information, and other features and applications offered on the Site from time to time. The Company reserves the right to temporarily or permanently modify, expand or discontinue Offerings or otherwise modify the Site from time to time in its sole discretion. All orders for products and other Offerings are subject to availability.
By using this Site you are able to place an order for food items, for either delivery or pick-up. Delivery is only available in limited geographic areas that are subject to change from time to time. You can place an order for yourself, or you can start a group order that allows your friends, family, co-workers, employees or other persons to add items that will be included in your order. If you start a group order, you may opt to handle payment in one of three ways: (1) you may agree to treat the group, and pay for all items ordered by the group. In these circumstances, we will request your approval of all items ordered by persons in your group before adding to the order; (2) you may require each member of your group to pay for their order by credit or debit card. In these circumstance, we will collect payment directly from each member of your group, and you will not need to approve or pay for the items ordered by other members of your group; or (3) you may authorize the members of your group to individually elect to pay by credit or debit card or in cash for their portion of the order. Under these circumstances, (a) you will be responsible for collecting cash payments from those members of your group electing to pay with cash, (b) you will be responsible for making payment to us for items purchased by members of your group electing to pay in cash, and (c) we will request your approval of items ordered by members of your group electing to pay in cash before adding such items to your order. For members of your group that elect to pay by credit or debit card, we will collect payment directly from such members, and you will not need to approve or pay for the items ordered by members of your group that elect to pay by credit or debit card.
Your order is not complete until you so indicate by pressing the PLACE YOUR ORDER button on this Site. By pressing the PLACE YOUR ORDER button, you confirm your acceptance of the order as entered by you, subject to the terms and conditions of these Terms. By so doing, you agree to purchase the items specified on the order form.
After you complete your order by pressing the PLACE YOUR ORDER button on the Site, your order is electronically delivered to the restaurant(s) that you select for your order (the Restaurant). The Company is not responsible for responding to any subsequent questions or disputes regarding payment for or delivery or non-delivery of your order. You must direct any and all payment or delivery disputes to the Restaurant. Due to the rapid transmission of an order to a Restaurant, this Site provides no on-line cancellation procedure. If you want to cancel your order, you must directly contact the Restaurant by phone to request an order cancellation. The Company is not responsible for canceling orders after you press the PLACE ORDER button, and all cancellation decisions are made by the Restaurant.
Pricing. The Company does not add any fees or costs to your order when you place an order or use this Site. All user access to this Site is free. Pricing for items on this Site reflects pricing established by the participating Restaurants. The Company assumes no liability for any discrepancies between the price quoted on this Site and the actual price charged by the Restaurant at the time of delivery or pickup.
SMS Messaging and Data Rates. If you use any feature of the Site that involves the use of email or text messaging -such as to invite people to jo in a group order or accept orders from other members of your group-, the Company will not charge you or the other members of your group for the text message or email; however standard text messaging and data rates will apply to each message sent or received as provided by the applicable wireless plan. The Company has no control over text messaging and data rates. Please contact your wireless carrier for pricing and details.
No Guarantee. Although the Company works hard to provide quality Offerings, you understand and acknowledge that we cannot promise or guarantee specific results from using the Site or the Offerings available on this Site.
Temporary Interruptions. You understand and agree that temporary interruptions of the Site may occur as normal events that are out of our control. You also understand and agree that we have no control over the third-party networks or service(s) that we may use to provide you with Offerings. You agree that the Site and the Offerings available on this Site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications, data or personalization settings.
3. Payment
Fees. Certain products and other Offerings on this Site require payment. The Company reserves the right to change its prices from time to time, in its sole discretion.
The Site does not process credit or debit cards, and does not store payment processing information. Payment processing is handled through third-party payment processing services. In the event you purchase products or other Offerings with a credit or debit card, ACH, or other method handled by a payment processor, such payment is subject to the terms outlined by the payment processor.
Credit Card Authorization. The Company charges you for your order at the time the order is placed. If an order is scheduled for the next day, your card will be charged on the day the order is scheduled. The final credit card or debit card charge will only reflect the price of your order (including taxes and any tip you choose to give your delivery person on your card).
4. Third Party Websites
Third-Party Sites and Information. This Site may redirect or link to other websites on the Internet, or may otherwise include references to information, products or services made available by unaffiliated third parties. While we make every effort to work with trusted, reputable providers, from time to time such sites may contain information, material or policies that some may find inappropriate or personally objectionable. You understand that we are not responsible for the accuracy, completeness, decency or legality of content hosted by third party websites, nor are we responsible for errors or omissions in any references made on those websites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with the site or party by us, or any warranty of any kind, either express or implied.
5. Company Intellectual Property
Content. For purposes of these Terms, “content” is defined as any information, communications, software, published works, photos, video, graphics, music, sounds, or other material that can be viewed by users on our Site and is owned by the Company or its Affiliates.
Ownership of Content. By accepting these Terms, you agree that all content presented to you on this Site (including, without limitation, all Offerings) is protected by any and all intellectual property and/or other proprietary rights available within the United States, and is the sole property of the Company or its Affiliates.
All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of the Company or its Affiliates. Milio’s™, Milio’s Sandwiches™ and the Milio’s Sandwiches logo are registered trademarks and service marks owned by Liautaud Family Investments, LLC. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of the Company or its Affiliates.
Limitations on Use of Content. You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any content from this Site or any Offerings in any form or by any means whatsoever without prior written permission from us. Any unauthorized use of Site or Offerings content violates our intellectual property interests and could result in criminal or civil penalties.
No Warranty for Third-Party Infringement. Neither we nor our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site or any Offerings will not infringe the rights of third parties.
Confidential Information. All communications sent by you to us will be treated as non-confidential and non-proprietary (subject to our privacy policy). Please do not submit confidential or proprietary information to us (including patentable ideas, new content suggestions or business proposals) unless we have mutually agreed in writing otherwise. Ideas that we receive unsolicited will be treated as property owned by the Company and will not be returned to you.
6. Infringement Claims
Infringement Claims. We respect the intellectual property rights of others, and we ask you to do the same. In instances where we are notified of alleged infringing content through our Designated Agent, a decision may be made to remove access or disable access to such materials, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act, 17 U.S.C. ’ 512(c). We may also make a good faith attempt to contact the person who submitted the affected material so that they may make a counter-notification.
If you believe that you or someone else’s copyright has been infringed by the Company or third party content provided on this Site, you (or the owner or rights holder, collectively, “Rights Holder”) should send notification to our Designated Agent immediately. Prior to sending us notice, the Rights Holder may wish to consult a lawyer to determine their rights and legal obligations under the DMCA and any other applicable laws. Nothing here or anywhere on this Site is intended as a substitute for qualified legal advice. To file a Notice of Infringing Material, we ask that the Rights Holder provide the following information:
1. Reasonably sufficient details about the nature of the copyrighted work in question, or, in the case of multiple alleged infringements, a representative list of such works. This should include, title(s), author(s), any U.S. Copyright Registration Number(s), URL(s) etc.;
2. Reasonably sufficient details to enable us to identify and locate the material that is allegedly infringing the Rights Holders’ work(s) (for example, file name or URL of the page(s) that contain(s) the material);
3. The Rights Holder’s contact information so that we can contact them (including for example, the Rights Holder’s address, telephone number, and email address);
4. A statement that the Rights Holder has a good faith belief that the use of the material identified above in 2 is not authorized by the copyright owner, its agent, or the law;
5. A statement, under penalty of perjury, that the information in the notification is accurate and that the Rights Holder is authorized to act on behalf of the copyright owner; and
6. The Rights Holder’s electronic signature.
Notice may be sent to:
By Mail: Attorney Michael E. Banks, DMCA Agent for Milio’s Sandwiches, LLC
c/o Haus, Roman and Banks, LLP
148 E. Wilson St., Ste. 200
Madison, WI 53703-3992
By Facsimile: (608) 257-1383
ATTN: Michael E. Banks, DMCA Agent for Milio’s Sandwiches, LLC
By e-mail: banks@hrbllp.com
Counter-Notification. If material that you have posted to our Site has been taken down, you may file a counter-notification that contains the following details:
1. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
2. A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;
3. Your name, address and telephone number;
4. A statement that you consent to the jurisdiction of federal district court in the judicial district in which your address is located, and that you will accept service of process from the person who provided notification in compliance with section 512 (c)(1)(C) of the DMCA, or an agent of such person;
5. Your physical or electronic signature.
By Mail: Attorney Michael E. Banks, DMCA Agent for Milio’s Sandwiches, LLC
c/o Haus, Roman and Banks, LLP
148 E. Wilson St., Ste. 200
Madison, WI 53703
By Facsimile: (608) 257-1383
ATTN: Michael E. Banks, DMCA Agent for Milio’s Sandwiches, LLC,
By e-mail:banks@hrbllp.com
We will send any complete counter-notifications we receive to the Rights Holder. The Rights Holder may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we will restore the removed materials. Until that time, your materials will remain removed.
7. Privacy & Security
Login Required. In order to access some of the Offerings on this Site, you may be asked to set up an account and password. Our account registration page requests certain personal information from you (“Registration Info”). You will have the ability to maintain and periodically update your Registration Info as you see fit. By registering, you agree that all information provided by you as Registration Info is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.
Passwords & Security. If you register for an account on the Site, you agree that you are responsible for maintaining the security and confidentiality of your password, and that you are fully responsible for all activities or charges that are incurred under your account. Therefore, you must take reasonable steps to ensure that others do not gain access to your password and account. Our employees will never ask you for your password.
Disclosure to Third Party Affiliates. You hereby grant us the right to disclose to third parties certain Registration Info about you. The information we obtain through your use of this Site, including your Registration Info, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms.
8. Warranties and Disclaimers
THIS SITE AND ALL OFFERINGS ON THIS SITE ARE PROVIDED ON AN AND AS AVAILABLE BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON_INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS AFFILIATES MAKE NO WARRANTY THAT (A) THE SITE, OFFERINGS AND CONTENT WILL MEET YOUR REQUIREMENTS, (B) THE SITE, OFFERINGS AND CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR_FREE, (C) THE QUALITY OF ANY OFFERINGS PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR FROM THE COMPANY, ITS AFFILIATES OR ANY THIRD PARTY WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS. UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ITS AFFILIATES BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM THE USE OF THE SITE OR THE PURCHASE AND/OR USE THE OFFERINGS, WHETHER ONLINE OR OFFLINE.
THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT AND OFFERINGS AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR OFFERINGS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT OR PRODUCTS AVAILABLE AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS.
THE USE OF THE OFFERINGS OR THE ACQUISITION OF ANY PRODUCTS OR CONTENT THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK.
THROUGH YOUR USE OF THE SITE, YOU MAY HAVE THE OPPORTUNITIES TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH OTHER VENDORS. YOU ACKNOWLEDGE THAT ALL TRANSACTIONS RELATING TO ANY PRODUCTS OR OFFERINGS PROVIDED BY ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO THE PURCHASE TERMS, PAYMENT TERMS, WARRANTIES, GUARANTEES RELATING TO SUCH TRANSACTIONS, ARE AGREED TO SOLELY BETWEEN THE SELLER OF SUCH MERCHANDISE AND YOU.
WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY OFFERINGS OR CONTENT AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.
WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE SITE, INCLUDING ANY OFFERINGS OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
9. Limitation of Liability
Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of this Site shall be limited to, in the Company’s discretion: (a) repair or replacement of defective products or other Offerings; or (b) a refund of the amount you actually paid us for the products of other Offerings purchased on the Site that give rise to the liability.
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING OUR OFFERINGS OR CONTENT OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH THE THIRD PARTY THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
10. Indemnification.
You agree to indemnify and hold the Company, its Affiliates, parents and subsidiaries, and their respective officers, agents, partners and employees, harmless from and against any loss, damages, liability, claim, or demand, including reasonable attorneys’ fees, arising out of: (a) your use of this Site; and/or (b) your breach of these Terms.
11. Limitation of Actions.
Any claim or cause of action arising under or related to the Site, the Offerings, or these Terms must be commenced within one (1) year of the date on which such cause of action arises, or shall be forever barred.
12. Termination of Use.
You agree that we may, at our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Site, and reporting you to the proper authorities, if necessary.
13. Miscellaneous Provision
International Use. Although this Site may be accessible worldwide, it is intended to be used and accessed solely by persons residing in the United States. We make no representation that materials on this Site are appropriate or available for use in locations outside the United States. Those who choose to access this Site from other locations do so on their own initiative and at their own risk. If you choose to access this Site from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, service, and/or information made in connection with this Site is void where prohibited.
Age Restriction Use of the Site and Offerings is strictly limited to persons thirteen (13) years of age or older. If, at any time, we believe that you are under thirteen (13) years of age, we may immediately terminate your access to the Site without any liability to you.
Governing Law. This Site (excluding any Third Party websites) is controlled by us from our offices in Madison, Wisconsin. These Terms shall be interpreted and construed in accordance with the laws of the State of Wisconsin, U.S.A., without application of its conflicts of law principles. For the purpose of any dispute arising under, or related in any way to, the subject matter of these Terms, the Site or the Offerings, you agree that such dispute shall be heard exclusively by the State and Federal courts situated in Madison, Wisconsin, and hereby submit to the exclusive jurisdiction of said courts and waive any objection to the jurisdiction and venue of such courts. You and the Company specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.
Notices. All notices to a party shall be in writing and shall be made either via email, overnight mail or conventional mail. Notices to us must be sent to the attention of Customer Service at info@milios.com, if by email, or to our address at Milio’s Sandwiches, LLC, 901 Deming Way, Suite 202, Madison, Wisconsin 53717, if by conventional or overnight mail. You agree to allow us to submit notices to you either through the email address provided, or to the address we have on record. Any notices or communication under these Terms will be deemed delivered to the party receiving such communication (1) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (2) five business days after the mailing date, if sent by U.S. mail, return receipt requested; or (3) on the delivery date if transmitted by email.
Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and Offerings available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
Savings Clause. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
No Waiver. Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.
Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. Notwithstanding the previous sentence, in the event you purchase products or other Offerings from the Company, such products and other Offerings shall be subject to the label license applicable to such products or other Offerings.
