Terms of Service
These Terms of Service ("Terms") govern access to and use of the Services provided by Nibble, Inc., a Pennsylvania corporation with offices located at 300 Welsh Road, Building 1, Suite 100, Horsham, PA 19044 ("Nibble") and the entity identified on the applicable Order Form ("Customer"). By executing an Order Form, Customer agrees to be bound by these Terms.
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Definitions
Capitalized terms shall have the meanings set forth below unless defined elsewhere in the Terms.
Platform Services
2.1 Access
Subject to and conditioned on Customer's and its Authorized Users' compliance with the Terms, including the restrictions in Section 2.2, and Customer's timely payment of all applicable fees, Nibble hereby authorizes Customer to access and use the Services on a limited, non-exclusive, non-sublicensable, non-transferable basis during the Subscription Period solely for Customer's internal business purposes as permitted by the applicable Order Form. Nothing in these Terms grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to the Services, whether expressly, by implication, estoppel, or otherwise, and all such rights are expressly reserved by Nibble.
2.2 Access Restrictions and Acceptable Use
Customer shall not, and shall not permit any person or entity to: (a) copy, modify, reverse engineer, disassemble, decompile, or create any derivative work or improvements of the Services; (b) interfere with or disrupt the Services or their underlying infrastructure, or Nibble's provision of services to any third party; (c) sublicense, transfer, resell, or otherwise make the Services available to third parties except as expressly permitted herein; (d) use the Services for service bureau, time-sharing, or outsourcing purposes; (e) attempt to discover or access any source code; (f) scrape, harvest, or extract platform data without Nibble's prior written permission; (g) use the Services to compete with Nibble or to build a competing product or service; (h) use the Services or any Operational Data to publish benchmarks, performance comparisons, or competitive analyses without Nibble's prior written consent; (i) violate any applicable laws or regulations, or use the Services in any manner that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Nibble customer); (j) transmit fraudulent, deceptive, or misleading orders or data; (k) distribute malware, viruses, or other harmful code; (l) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of his or her own then-valid credentials; (m) remove, delete, alter, or obscure any trademarks, documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or related materials; (n) circumvent or attempt to circumvent any security controls; (o) input, upload, transmit, or otherwise provide to or through the Services or Nibble Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code; or (p) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Nibble Systems, or Nibble's provision of services to any third party, in whole or in part. Customer shall ensure that all Authorized Users comply with this Section 2.2.
2.3 Nature of Services
Nibble provides a technology platform for online ordering, commerce, customer engagement, and delivery coordination for food and hospitality businesses. Nibble does not operate restaurants or food service businesses; does not prepare, package, or sell food; does not act as the merchant of record for Customer transactions; and does not itself perform delivery, act as a transportation carrier, or employ or engage any driver. Orders placed through the Services constitute transactions between Customer and the End Customer. Where Customer enables delivery, delivery is performed by Expedite as described in Section 4. Nibble may from time to time, in its discretion, engage third parties to perform any portion of the Services (each, a "Subcontractor"), including infrastructure providers, SaaS providers, payment processors, the affiliated delivery fleet, and other support vendors. Nibble shall remain responsible for the performance of the Services in accordance with these Terms.
2.4 Service Modifications
Nibble reserves the right, in its sole discretion, to modify or improve the Services at any time, including to: (a) maintain or enhance the quality, delivery, competitive strength, market position, cost efficiency, or performance of the Services; or (b) comply with applicable law. Nibble will use commercially reasonable efforts to not make modifications that materially reduce core functionality of the Services during an active Subscription Period without at least thirty (30) days' prior written notice to Customer.
2.5 Trial, Pilot and Beta Access
Nibble may provide Customer with access to the Services on a trial or pilot basis, or to alpha, beta, or other early-stage features or products (collectively, "Pre-Production Access"), as designated by Nibble. During any Pre-Production Access period: (a) the applicable Services or features are provided "AS IS" without warranty of any kind and subject to the disclaimer in Section 11; (b) Nibble may terminate or modify Pre-Production Access at any time without notice or liability; (c) Customer Data associated with Pre-Production Access may be deleted upon termination unless Customer has converted to a paid subscription; and (d) Customer has no entitlement to support, uptime commitments, or service credits. Conversion from a trial or pilot to a paid subscription is subject to execution of an Order Form.
2.6 API Access
Nibble provides access to its application programming interface ("API") as part of the Services. Subject to these Terms, Nibble grants Customer a non-exclusive, non-transferable, revocable license to access the Services via the API solely as permitted herein. Customer may not use the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or fails to comply with any part of the API documentation. Nibble may suspend or terminate Customer's API access for such violations. Nibble may modify or remove existing API endpoints or fields upon reasonable prior notice to Customer.
2.7 Support and Uptime
Nibble shall provide standard technical support via email and phone between 9:00 AM and 5:00 PM Eastern Time, Monday through Friday, excluding federal holidays. Enhanced or priority support is available where Customer has purchased the applicable support module or bundle identified in the Order Form. Nibble shall use commercially reasonable efforts to maintain Service availability of 99.5% measured monthly, excluding unavailability that is due, in whole or in part, to: (a) any act or omission by Customer or any Authorized User; (b) Customer's or its Authorized Users' failure to perform any of its obligations under these Terms; (c) Customer's or its Authorized Users' Internet connectivity; (d) any event of force majeure as described in Section 15.4; (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Nibble, including Expedite, any payment processor, or other third-party service; (f) scheduled maintenance or scheduled downtime; or (g) any suspension or termination of Customer's access pursuant to these Terms or any Order Form. Customer's sole and exclusive remedy (and Nibble's sole obligation and liability) for availability failures is a service credit equal to one day's subscription fee per hour of excess downtime, applied to the following billing cycle; in no event will service credits in any month exceed twenty-five percent (25%) of the subscription fees that would otherwise be payable for that month. Customer must notify Nibble of any claimed availability failure within thirty (30) days of the end of the affected month; failures not timely reported are waived. Standard scheduled maintenance windows are between 7:00 AM and 7:00 PM Eastern Time. Nibble will provide Customer no less than forty-eight (48) hours' advance written notice for any scheduled maintenance expected to cause Service inaccessibility. Emergency security patches or critical updates may be applied with shorter notice; Nibble will provide as much advance notice as reasonably practicable in such cases.
Customer Responsibilities
Customer is solely responsible for: (a) the accuracy of all data, orders, menus, pricing, addresses, and content submitted to the Services; (b) its and its Authorized Users', employees', and agents' compliance with all applicable laws and regulations governing Customer's business operations, including food safety, licensing, and employment laws where applicable; (c) order preparation, packaging, and labeling; (d) ensuring that all food and beverage items submitted for delivery or pickup are fit for consumption; (e) all interactions with End Customers, including customer service and dispute resolution; (f) enrolling in and maintaining an active account with the payment processor as described in Section 5.7; (g) maintaining the confidentiality of account credentials; and (h) providing Nibble with access to Customer's systems and data reasonably necessary for setup and integration.
Customer shall authorize only eligible employees and agents as Authorized Users. Customer is responsible for ensuring all Authorized Users comply with these Terms. Customer shall notify Nibble immediately upon learning of any unauthorized access to the Services.
Delivery and Insurance
4.1 Delivery by Expedite
Where Customer enables delivery under the applicable Order Form, delivery of Orders is fulfilled by Expedite, the affiliated delivery fleet for catering and scheduled delivery. Nibble provides the software integration and delivery coordination only and does not itself transport Orders. Per-delivery pricing and delivery-specific terms are set forth in the applicable Order Form and its Expedite Delivery Pricing Schedule.
4.2 No Delivery by Nibble; Disclaimer
Nibble is not a delivery provider, transportation carrier, or courier, and does not employ or engage drivers. All delivery is performed by Expedite. Nibble does not guarantee driver availability, delivery timing, delivery completion, or the performance of Expedite. Drivers are independent contractors engaged, screened, and insured through Expedite's affiliated workforce platform and not by Nibble.
4.3 Delivery Claims and Dispute Window
Customer must submit all delivery claims, disputes, and requests for credits or refunds within seven (7) calendar days of the date of the Order to which the claim relates. Claims submitted after this window are deemed waived. To submit a claim, Customer must provide: (a) the Order number and date; (b) a description of the issue; and (c) any supporting documentation reasonably available. Delivery credits and adjustments are determined in accordance with the applicable Order Form and Expedite Delivery Pricing Schedule.
4.4 Inclement Weather
Expedite reserves the right to suspend, delay, reroute, or modify delivery in any market where inclement weather or hazardous road conditions exist, as determined in Expedite's reasonable discretion or as directed by applicable government authority. "Inclement Weather" includes snowstorms, blizzards, ice storms, freezing rain, flooding, extreme heat, hurricanes, tornadoes, or any weather condition that renders roads unsafe. Deliveries delayed or not completed due to Inclement Weather are not subject to fee credits or adjustments.
4.5 Insurance
Nibble maintains commercial insurance appropriate to its business operations as a software provider, which may include commercial general liability, technology errors and omissions (professional liability), and cyber liability coverage, in each case in commercially reasonable amounts. Upon reasonable written request, Nibble shall provide Customer with a certificate of insurance evidencing such coverage. Insurance for the delivery of Orders, including driver and automobile coverage, is maintained by Expedite and its affiliated workforce platform, which is outside Nibble's direct control.
Fees and Payment Terms
5.1 Fees
Customer shall pay Nibble the fees set forth in the applicable Order Form, which are charged on a per-location, per-month basis for the Base Platform and any selected add-on modules or bundles. All fees are stated in U.S. dollars and are non-cancelable and non-refundable except as expressly provided in these Terms. Expedite per-delivery fees are set forth in the applicable Order Form and Expedite Delivery Pricing Schedule and billed monthly in arrears on actual usage.
5.2 Payment Terms
Unless otherwise specified in the Order Form, fees are billed monthly and invoices are due on the first of the month. Customer agrees to maintain valid ACH banking information on file, or, if ACH is not provided, a valid payment card. If payment is not received within three (3) business days of the due date, any payment card on file may be charged for the amount due plus a 3.00% processing fee. Overage or usage-based fees, if any, will be billed monthly in arrears.
5.3 Late Payment and Suspension
Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law if lower, from the due date until the date of payment. A late fee of the greater of 0.50% per week or $20.00 will apply. A $35.00 fee will be charged for all returned payments. Customer agrees to pay all reasonable costs of collection, including attorneys' fees and costs, on any outstanding unpaid balance. If Customer fails to pay any amount due within thirty (30) days after the applicable due date, Nibble may, upon written notice, suspend Customer's access to the Services until all past-due amounts are paid in full. Nibble shall restore access within two (2) business days of receipt of full payment. All amounts payable to Nibble under these Terms or any Order Form shall be paid by Customer in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).
5.4 Taxes
Customer shall be responsible for all applicable taxes, levies, or duties, excluding taxes based on Nibble's net income. If Nibble is required to collect taxes for which Customer is responsible, Nibble will invoice Customer and Customer shall pay such amounts unless Customer provides a valid tax exemption certificate prior to invoicing.
5.5 Fee Adjustments
Nibble may adjust platform subscription rates upon sixty (60) days' prior written notice to Customer. Revised rates become effective at the start of the next billing cycle following the notice period.
5.6 Modules and Bundles
The Services are offered as a Base Platform with optional add-on modules and bundles, as specified in the applicable Order Form. Customer may add modules or upgrade to a bundle at any time by executing an amended Order Form, effective at the start of the next billing cycle. Customer may not remove modules or downgrade during an active Subscription Period without Nibble's prior written consent; if Nibble consents in writing, the change takes effect at the start of the next renewal Subscription Period. Per-location pricing applies to each location enabled on the Services.
5.7 Payment Processing
Customer authorizes Nibble to process credit card and other payment transactions through Stripe, a PCI Level 1 certified payment processor, on Customer's behalf. Use of the Services requires Customer to enroll in and maintain an active Stripe account for processing purposes. Processing fees are 3.9% per transaction on payments processed through the Services for online and catering Orders. This payment processing fee applies to End Customer order payments collected through the Services and does not apply to Customer's subscription or module fees, which are billed separately under this Section 5. End Customer payment card information is stored securely within the End Customer's profile in accordance with Stripe's PCI compliance standards, and cards may be added, updated, or removed as needed. Customer's use of Stripe is subject to Stripe's own terms, and Nibble is not responsible for the acts, omissions, availability, or performance of Stripe or any other payment processor.
Data Ownership
6.1 Customer Data
Customer retains all right, title, and interest in and to Customer Data. Nibble acquires no ownership interest in Customer Data.
6.2 Operational Data
Nibble owns all right, title and interest in and to Operational Data, and Customer hereby unconditionally and irrevocably assigns to Nibble all right, title, and interest Customer may have in or to Operational Data, including all Intellectual Property Rights relating thereto. Nibble may use Operational Data for any lawful business purpose, including but not limited to analytics, benchmarking, and platform improvement, provided such use does not identify Customer or any individual End Customer.
Data Processing and Privacy
7.1 License to Process Customer Data
Customer grants Nibble a non-exclusive, royalty-free, fully paid-up, worldwide license to access, process, and use Customer Data to provide and improve the Services during the Subscription Period and to perform Nibble's obligations and exercise its rights under these Terms and any Order Form.
7.2 Data Processing
Nibble processes Customer Data only as necessary to provide the Services and will not sell, rent, or otherwise transfer Customer Data to third parties. Customer Data transmitted to Expedite, a payment processor, or other integrated service in connection with Order fulfillment or payment is processed by those parties under their own privacy policies and terms. Customer is responsible for ensuring that its submission of Customer Data to the Services complies with applicable law, including obtaining all required consents and providing all required notices to End Customers.
7.3 Data Processing Addendum
If Customer's use of the Services involves the processing of Personal Data (as defined under applicable data protection laws), the parties agree that the applicable Nibble Data Processing Addendum ("DPA"), as updated by Nibble from time to time to comply with applicable law and made available to Customer, is incorporated into and forms part of these Terms. To the extent of any conflict between these Terms and the DPA with respect to the processing of Personal Data, the DPA shall control.
7.4 Data Security
Nibble maintains administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction, consistent with industry-standard practices for cloud-based SaaS services. Nibble shall notify Customer in writing without undue delay, and in any event no later than seventy-two (72) hours after becoming aware of any confirmed unauthorized access to or disclosure of Customer Data constituting a security breach.
Third-Party Services and Integrations
The Services may integrate with third-party services including payment processors, point-of-sale systems, and other software platforms. Nibble does not control and is not responsible for: (a) the availability or performance of such third-party services; (b) API changes or deprecations; or (c) failures or omissions of such services. Customer's use of third-party services is subject to such providers' own terms and conditions.
Confidentiality
Each party agrees to: (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use the other party's Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms; and (c) limit disclosure to those employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein ("Representatives").
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure without confidentiality restriction; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is received from a third party without confidentiality restriction.
If the receiving party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the receiving party shall: (a) promptly, and prior to such disclosure, notify the disclosing party in writing of such requirement; and (b) provide reasonable assistance to the disclosing party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the disclosing party waives compliance or, after providing the notice and assistance required, the receiving party remains required by Law to disclose any Confidential Information, the receiving party shall disclose only that portion of the Confidential Information that the receiving party is legally required to disclose.
Customer agrees that Nibble's Confidential Information includes but is not limited to the Services, Nibble Materials, Operational Data and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Nibble or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or any Nibble Materials. Disclosure to third parties, including Customer's customers or Nibble's competitors, requires prior written consent from Nibble.
Confidentiality obligations shall survive for five (5) years after termination or expiration of the applicable Order Form. Notwithstanding the foregoing, the receiving party's obligations under this Section 9 with respect to any Confidential Information that constitutes a trade secret under any applicable law shall continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection other than as a result of any act or omission of the receiving party.
Intellectual Property Ownership
Nibble and its licensors retain all right, title, and interest in and to the Services, updates, documentation, and all Intellectual Property Rights related thereto. Nothing in these Terms transfers any ownership interest in the Services to Customer. Customer represents and warrants that it owns or has sufficient rights to use all Customer Data submitted to the Services.
Each party's trademarks, service marks, logos, and trade names are the exclusive property of such party. Neither party shall reproduce, display, or use the other party's marks in any manner without express prior written permission.
If Customer provides Nibble with any suggestions, ideas, enhancement requests, or other feedback regarding the Services ("Feedback"), Customer hereby assigns to Nibble all right, title, and interest in and to such Feedback, including all Intellectual Property Rights therein. Nibble may use Feedback for any purpose without restriction or compensation to Customer.
Warranties and Disclaimer
Each party represents and warrants that: (a) it has the full right, power, and authority to enter into the applicable Order Form; (b) execution of the applicable Order Form does not conflict with any other agreement to which it is a party; and (c) it will comply with all applicable laws and regulations.
Nibble warrants that the Services will perform materially in accordance with the Order Form. This warranty applies to the software functionality of the Services only and does not extend to delivery outcomes, driver performance, or the acts or omissions of Expedite, any payment processor, or other third-party service. In the event the Services do not perform as warranted, Customer's sole remedy shall be for Nibble to use commercially reasonable efforts to correct the non-conformance within thirty (30) days of receiving written notice.
Nibble is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under these Terms or any Order Form (each, a "Customer Failure"). The occurrence of any Customer Failure shall not constitute a breach of these Terms by Nibble, and any service level commitments shall be tolled for the duration of any such Customer Failure.
Limitation of Liability
Indemnification
Nibble shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) Nibble's material breach of these Terms; (b) infringement of any third-party U.S. Intellectual Property Rights by the Services as provided by Nibble; or (c) a security breach caused by Nibble's failure to maintain the safeguards described in Section 7.3. The foregoing obligation under clause (b) does not apply to the extent the alleged infringement arises from: (i) Customer Data or any third-party content, materials, or services; (ii) use of the Services in combination with any hardware, system, software, network, or other materials or service not provided by Nibble or specified for Customer's use in the Documentation; (iii) modification of the Services other than by or on behalf of Nibble or with Nibble's written approval; (iv) Customer's failure to timely implement modifications, upgrades, or replacements made available by Nibble; or (v) Customer's use of the Services other than in accordance with these Terms or any Order Form. If the Services are, or in Nibble's opinion are likely to be, claimed to infringe any third-party Intellectual Property Right, Nibble may, at its option and sole cost and expense: (1) procure for Customer the right to continue use of the Services; (2) modify or replace the Services to make them non-infringing while providing materially equivalent features and functionality; or (3) terminate the affected Order Form on written notice to Customer and refund a pro rata portion of any prepaid fees for the Services not yet rendered. THIS SECTION SETS FORTH CUSTOMER'S SOLE REMEDY AND NIBBLE'S SOLE LIABILITY FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
Customer shall defend, indemnify, and hold harmless Nibble and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) Customer's breach of these Terms; (b) Customer's use of the Services in violation of applicable law; (c) Customer's interactions with End Customers; (d) Customer Data, including any claim that Customer Data infringes or misappropriates any third-party Intellectual Property Rights; (e) Customer's business operations; (f) any claim arising from the preparation, packaging, labeling, or fitness for consumption of any food or beverage submitted by Customer for delivery or pickup through the Services; or (g) any claim arising from the acts or omissions of any driver, courier, or delivery personnel engaged directly by Customer.
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement (provided that no settlement imposing non-monetary obligations on the indemnified party shall be made without its prior written consent); and (c) provide reasonable cooperation at the indemnifying party's expense.
Term and Termination
14.1 Term
These Terms, as applied to each Order Form, commence on the Effective Date and continue for the Subscription Period stated therein. Unless otherwise specified in the Order Form, the Order Form shall automatically renew for successive twelve (12) month terms unless either party provides sixty (60) days' written notice of non-renewal prior to the end of the then-current Subscription Period.
14.2 Termination for Breach
Either party may terminate the applicable Order Form upon thirty (30) days' written notice in the event of a material breach, if such breach is not cured within the notice period. Nibble may terminate any Order Form immediately upon written notice for: (a) fraudulent, abusive, or illegal activity; (b) material breach of the license restrictions in Section 2.2; or (c) material breach of confidentiality obligations in Section 9. Either party may terminate the applicable Order Form upon written notice to the other party if the Services are found or reasonably likely to infringe any third-party Intellectual Property Right and Nibble is unable within sixty (60) days to cure such infringement without materially reducing core functionality.
14.3 Effect of Termination
Upon termination or expiration: (a) all rights and licenses granted to Customer shall immediately terminate; (b) Customer shall cease all use of the Services; (c) each party shall return or destroy the other party's Confidential Information upon request, provided that Nibble may retain Customer Data and other Customer information in its backups, archives, and disaster recovery systems until deleted in the ordinary course, and may retain Operational Data without limitation; (d) if Nibble terminates an Order Form pursuant to Section 14.2 due to Customer's breach, all fees that would have become payable had the Order Form remained in effect through the end of the then-current Subscription Period shall become immediately due and payable; (e) Nibble shall retain Customer Data for sixty (60) days after termination, during which Customer may request export of its Customer Data. Customer is solely responsible for exporting its Customer Data prior to the expiration of this period.
14.4 Refunds Upon Termination
In the event of termination by Customer due to Nibble's uncured material breach, Nibble shall refund the pro rata portion of any prepaid fees for services not yet rendered. No refunds shall be made for Customer's termination for convenience or Nibble's termination for Customer's breach.
14.5 Survival
The following provisions shall survive termination or expiration of any Order Form: Sections 1, 6, 7, 9, 10, 11, 12, 13, 14.3, and 15.
14.6 Suspension
In addition to its other rights, Nibble may, directly or indirectly, and by use of a Nibble Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Customer's, any Authorized User's, or any other person's access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) Nibble receives a judicial or other governmental demand or order, subpoena, or law enforcement request that requires Nibble to do so; or (b) Nibble believes in good faith that (i) Customer or any Authorized User has failed to comply with any material term of these Terms or any Order Form, accessed or used the Services beyond the scope of the rights granted, or used the Services in any manner that does not comply with Documentation; (ii) Customer or any Authorized User is, has been, or is likely to be involved in fraudulent, misleading, or unlawful activities relating to the Services; or (iii) the applicable Order Form has expired or been terminated.
General Provisions
15.1 Governing Law and Jurisdiction
These Terms and each Order Form shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state courts located in Montgomery County, Pennsylvania and the United States District Court for the Eastern District of Pennsylvania for resolution of any dispute arising out of or relating to these Terms or any Order Form. The prevailing party in any litigation shall be entitled to an award of reasonable attorneys' fees and costs.
15.2 Dispute Resolution
Before initiating any formal legal proceeding, the parties agree to negotiate in good faith to resolve any dispute for a period of at least thirty (30) days following written notice of the dispute. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first engaging in this process where necessary to prevent irreparable harm.
Customer acknowledges and agrees that a breach or threatened breach by Customer of any of its obligations under Section 2.2 or Section 9 would cause Nibble irreparable harm for which monetary damages would not be an adequate remedy, and that, in the event of such breach or threatened breach, Nibble shall be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
15.3 Assignment
Neither party may assign its rights or delegate its duties under these Terms or any Order Form without the other party's prior written consent, which in the case of Customer's assignment may be withheld in Nibble's sole discretion; provided, however, that Nibble may assign these Terms or any Order Form without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any merger, consolidation, reorganization, or change of control involving Customer (regardless of whether Customer is the surviving or disappearing entity) shall be deemed an assignment for which Nibble's prior written consent is required, and any purported assignment, delegation, or transfer in violation of this Section is void.
15.4 Force Majeure
Neither party shall be in breach of these Terms or any Order Form for any delay or failure in performance caused by events beyond such party's reasonable control, including acts of God, natural disasters, severe weather events, pandemic or epidemic, government-mandated shutdown, war, terrorism, labor disputes, cyberattacks or third-party infrastructure failures, or interruption of utility services. Payment obligations are not excused by force majeure.
15.5 Non-Solicitation
During the Subscription Period and for two (2) years after termination or expiration, Customer shall not directly or indirectly solicit, recruit, or hire any employee, contractor, or consultant of Nibble who was involved in the performance of services under any Order Form, without Nibble's prior written consent.
15.6 Marketing and Publicity
Nibble may use Customer's name and logo in general customer lists and marketing materials, provided such use is reasonable and not misleading. Features with commentary, results, or endorsements require prior coordination. Customer agrees to consider mutually beneficial marketing with Nibble, such as case studies, co-branded content, or social media features. Neither party may issue any press release or public announcement specifically referencing the other party or these Terms or any Order Form without the other party's prior written consent.
15.7 Independent Contractors
The parties are independent contractors. Nothing in these Terms or any Order Form creates a joint venture, partnership, agency, franchise, or employment relationship. Neither party has authority to bind the other or incur obligations on the other's behalf. Nibble integrates Expedite and other third-party services to facilitate features available through the Services. The existence of such arrangements does not create any rights in favor of Customer against Expedite or any individual driver, nor does it make any such party a third-party beneficiary of these Terms or any Order Form.
15.8 Notices
All notices under the Terms or any Order Form must be delivered in writing by courier, electronic mail with confirmation of receipt, or certified or registered mail to the addresses set forth in the applicable Order Form.
15.9 Entire Agreement; Amendment; Severability; Counterparts
These Terms, together with any Order Forms, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements. Individual Order Forms may be amended only in writing signed by authorized representatives of both parties. If any provision is held invalid, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. Order Forms may be executed in counterparts, including by electronic signature.