4. User Conduct. Franchisee is responsible for the conduct of all Licensed Users in connection with DinePlate. Neither Franchisee nor any Licensed User shall: (a) use DinePlate to post or transmit any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information; (b) use DinePlate to post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, harassing, or otherwise objectionable information of any kind; (c) use DinePlate to post or transmit any information which is invasive of another’s privacy or publicity rights or that otherwise violates or infringes in any way upon the rights of others, including any third party’s intellectual property rights; (d) use DinePlate to post or transmit any advertisements, solicitations, or other unsolicited commercial communication; or (e) swap or share DinePlate user ID’s and/or passwords associated with any Licensed User.
5. Termination of Access. Franchisee acknowledges and agrees that DineEquity or its licensor may disable Franchisee’s or any Licensed User’s access to DinePlate if, in DineEquity’s or its licensor’s sole discretion, Franchisee’s or such Licensed User’s use of DinePlate violates these Terms. DineEquity may disable Franchisee’s access to DinePlate in connection with a particular restaurant upon the expiration or earlier termination of the applicable franchise agreement.
6. No Representation or Warranty; Limitation of Liability. FRANCHISEE ACKNOWLEDGES AND AGREES THAT NO REPRESENTATION OR WARRANTY IS OR HAS BEEN MADE AS TO THE ACCURACY, RELIABILITY OR COMPLETENESS OF DINEPLATE, AND DINEPLATE IS PROVIDED “AS IS”. WITHOUT LIMITING ANY PROVISIONS OF THESE TERMS, TO THE EXTENT ALLOWED BY APPLICABLE LAW, DINEEQUITY WILL NOT BE LIABLE TO FRANCHISEE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR LOST BUSINESS INFORMATION ARISING OUT OF FRANCHISEE’S ACCESS TO OR USE OF DINEPLATE.
7. Indemnification. Franchisee will indemnify, defend and hold harmless DineEquity and each of its respective subsidiaries, affiliates and permitted successors and assigns, and each of such entities’ respective employees, officers, agents, members, managers, and directors, as applicable, from and against any cause of action, claim, loss, liability, damages, demand, costs or expenses arising from or relating to Franchisee’s use of DinePlate or breach of any covenant, representation, warranty, or other provision in these Terms.
8. Miscellaneous. These Terms are not assignable by Franchisee, in whole or in part. DineEquity may assign its rights and duties under these Terms at any time to any third party without notice. Any provisions of these Terms that are reasonably inferable to have been intended to survive termination (including, but not limited to, any provisions regarding limitation of liability or indemnification) will continue in effect beyond any such termination of access to DinePlate. Except as expressly stated herein, these Terms do not confer any rights, remedies, or benefits upon any person other than Franchisee. DineEquity’s waiver of any breach of these Terms will not be a waiver of any preceding or subsequent breach thereof. If any provision of these Terms is held to be invalid or unenforceable, that provision will be stricken and will not affect the validity and enforceability of any remaining provisions. These Terms will be construed and enforced in accordance with the laws of the State of California, without effect. Nothing in t