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Restaurant Terms and Conditions


SEATED RESTAURANT TERMS OF SERVICE

 

Last Updated: October 8, 2019

 

As of date of initial signup these Terms of Service (“Terms”) are an agreement between you and Seated Technologies. (“Seated,” “we,” or “us”), the owner and operator of the website available at http://www.seatedapp.io and related services (collectively, the “Service”). These Terms apply to your access and use of any part of the Service. If you do not wish to be bound by these Terms, do not use any part of the Service.

 

For purposes of these Terms, “you” and “your” means you as the user of the Service. If you use the Service on behalf of a company, organization, or other entity, including without limitation any restaurant (collectively, the “Entity”), then (a) “you” includes you and the Entity, and (b) you represent and warrant that you are an authorized representative of the Entity with the authority to bind that entity to these Terms, and that you agree to these Terms on the Entity’s behalf, (c) the Entity is legally and financially responsible for your use of the Service as well as for the use of your account by others affiliated with your entity, including any employees, agents or contractors, and you will be responsible for any breach of these Terms by the Entity, and (e) you further represent and warrant that the Entity has the power and authority to enter into these Terms.  Additionally, you represent and warrant that you, if you are an individual, have the competence and capacity to enter into these Terms, or, if you are an entity, have the power and authority to enter into these Terms,

 

 

1.         YOUR ACCOUNT

 

1.1.      Registration. To register an account on the Service, you must be at least 18 years of age and agree to these Terms. You may create an account by completing the registration process set forth on the Service. You are responsible for providing and maintaining accurate contact information for your restaurant, including a contact name, email address, mailing address, phone number, payment information (which may include your bank routing and account numbers if you chose to pay by ACH debit), and the hours your restaurant will be available on the Service. You may access, and request edits and updates to your account information at any time through the Service’s account management feature, or by emailing us at partnerships@seatedapp.io.

 

1.2.      Communication Methods. By using the Service, you agree that we may communicate with you electronically regarding administrative, security and other issues relating to your use of the Service. Communication will be made primarily through use of your phone number and email address. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. To withdraw your consent from receiving electronic notice, please notify us at support@seatedapp.io.

 

1.3.      Telephone Calls. For quality assurance purposes, we may record the telephone calls we have with you, whether such calls are for booking dining appointments or otherwise, and you hereby consent to our recording of such calls for such purposes and agree to provide notice to each of your employees that may be answering phone calls at your restaurants of this provision.

 

1.4.      License to Your Marks. You hereby grant us a non-exclusive, worldwide, transferable, royalty-free license to use your trademarks, logos, and trade names (collectively, “Marks”), and to use, copy, modify, distribute, publicly perform, transmit and publicly display any other information or materials about your restaurant (such as menus, descriptions, etc.) that you provide to us under these Terms, in each case, for the purpose of featuring your restaurant on the Service and marketing our Service generally. Any use of your Marks will be in accordance with any written trademark usage guidelines you provide to us, and any enhancement of the goodwill associated with your Marks resulting from our use thereof will inure solely to your benefit.

          

1.5.      Exclusivity. During the term of these Terms, you agree that you will not use any substantially similar product or service offered by any third party.

 

 

2.         LICENSE TO USE THE SERVICE

 

2.1       License to Service. Subject to your compliance with these Terms, Seated grants you a limited, non-exclusive, non-transferable license to access and use the Service during the term of these Terms. This license is personal to you and may not be assigned or sub-licensed to anyone else.

 

2.2.      Restrictions. You will not reproduce, copy, transfer, give access to, distribute, sell, rent, lease, assign, sublicense, create derivative works from, decompile, reverse engineer, or disassemble the Service or any part thereof. You will not take any measures to interfere with or damage the Service or any part thereof.

 

2.3.      Ownership. You acknowledge and agree that nothing in these Terms conveys to you any ownership, intellectual property rights or other proprietary interest in or relating to the Service or any other Seated products or services, or any modifications or derivative works of any of the foregoing. The Service is licensed, not sold, to you and is owned by Seated and its licensors. Except as expressly set forth herein, Seated reserves all right, title and interest, including all intellectual property and other rights, in and to the Service and all other Seated products and services. You will not obscure or alter or remove any patent, copyright, trademark or other proprietary notice or legend contained on or in the Service.

 

2.4.      Feedback. You agree that any suggestions, comments, ideas, corrections, improvements, feedback or other information you provide Seated regarding the Service (collectively, “Feedback”) will be the sole and exclusive property of Seated and you hereby assign, for no additional consideration, all right, title and interest in and to such Feedback to Seated. Seated will be free to use, disclose, reproduce, license and otherwise distribute the Feedback, including but not limited to in connection with any product or service, without any obligations or restrictions of any kind.

 

 

 

 

 

3.         DINING APPOINTMENTS, FEES AND PAYMENT

 

3.1.      Dining Appointments. Via the Service, we may offer diners the opportunity to win certain rewards for dining at your restaurant. We also may, either directly or indirectly through the use of a third party, as a convenience to you and your restaurant, arrange for the reservation of dining appointments at your restaurant for dining parties who use the Service via any number of methods (including, without limitation, through telephone, electronic mail or online). You hereby authorize Seated to act on your behalf in arranging such reservations, and expressly designate Seated and its employees, agents and representatives as authorized agents, representatives and persons to act on your behalf under any agreement that you may have with a third party related to the arrangement and booking of such reservations.  If a dining party does not show up for their appointment, we may elect to pay you a no-show fee for your inconvenience in our sole discretion. In the event that we share the phone numbers of any diners with you, you agree to treat that information as confidential and not use or disclose it for any purpose other than contacting the diner to confirm or provide updates regarding their dining appointment.

 

3.2.      Fees and Payment. You agree to pay Seated a predetermined % of each party’s restaurant bill (not including tip) for all parties whose reservations are made through the Service. Seated will calculate such fee based upon photographic or other evidence of the party’s bill at your restaurant as provided by the party to Seated. 

 

Seated will not charge a monthly, start-up, or any other fee outside of the costs outlined above. Seated will charge you on a weekly basis, billing the payment method on file between zero and seven days (or such other time period as Seated determines in its reasonable and good faith discretion) after you are given a summary of all charges to review. Upon initial signup, and/or at any time you link a new credit card or bank account to your Service account as a payment method, then Seated may, (i) for credit cards, place a temporarily held charge on any credit card to confirm validity of the card, and (ii) for bank accounts, send microdeposits to the account and you will need to verify microdeposit amount before the account may be used in connection with the Service. You acknowledge and agree that Seated may require such additional information to verify identity and/or ownership of accounts as Seated may require in its sole discretion, and no account may be utilized in connection with the Service unless and until it has been verified and approved for use by Seated..

You acknowledge and agree that Seated may use a third party payment processing service (e.g., Stripe) to charge any of the fees described in these Terms, and hereby consent to Seated sharing your information (including without limitation payment information) to such third party payment processing service in connection with the Service.

From time to time, Seated may send you emails and other communications, which may take the form of an option for you to participate in a promotion, campaign or similar activity, to modify (i) the fees described in this Section 3.2 to such amount or percentage as described in such communication or (ii) any other terms in these Terms.  If such modification is accepted by you and Seated, you hereby agree to be bound by any such modified terms, which shall become a part hereof. Except as expressly amended by any such modifications, these Terms shall remain in full force and effect.

4.         TERMINATION

 

4.1.      This Agreement may be terminated or paused by either party, with or without cause, at any time, but shall remain in effect until either party provides a request via e-mail and an off-boarding phone call is completed. Provided that you agree to honor any dining appointments diners have made with your restaurant prior to the effective date of termination. Notwithstanding the foregoing, if you breach any of the terms of these Terms, all licenses granted by Seated, including permission to use the Service, will terminate automatically. The following sections will survive any termination of these Terms: 2.3, 3.1, 4 (last sentence), 5, 6, 7, 8, and 10.

 

5.         REPRESENTATIONS AND WARRANTIES

 

5.1.      You represent and warrant that: (a) you have the right to grant the licenses set forth in these Terms and to submit all Feedback to Seated; (b) Seated will not need to obtain licenses from any third party or pay royalties to any third party to provide the Service to you (including, without limitation, making any reservations of dining appointments on your behalf for dining parties who use the Service) or use the Marks and Feedback in accordance with these Terms; (c) your use of the Service will comply with all applicable laws; (d) you are in compliance with and will remain in compliance in all respects with any and all third party agreements that you are a party to in connection with Seated providing the Service to you (and expressly designate Seated and its employees, agents and representatives as authorized agents, representatives and persons to act on your behalf under such agreements); and (e) the Marks and Feedback do not infringe any third party’s rights, including but not limited to intellectual property rights and privacy rights.

 

6.         INDEMNIFICATION

 

6.1       You agree to indemnify and hold harmless Seated, its subsidiaries, affiliates, related parties, officers, directors, employees, agents, suppliers, independent contractors, advertisers, partners and co-branders from any loss, damages, or costs, including without limitation reasonable attorneys’ fees, resulting from any third party claim, action, or demand resulting from your use of or access to the Service, your violation of any third party proprietary or other rights, or breach of these Terms.

 

7.         DISCLAIMER OF WARRANTIES

 

7.1.      SEATED PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU THEREFORE USE THE SERVICE AT YOUR OWN RISK. SEATED EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY OTHER WARRANTY THAT MIGHT ARISE UNDER ANY LAW. Without limiting the foregoing, Seated makes no representations or warranties: (a) that the Service will be permitted in your jurisdiction; (b) that the Service will be uninterrupted or error-free; (c) that Seated will continue to support any particular feature of the Service; or (d) concerning sites and resources outside of the Service, even if linked to, from or through the Service.

 

8.         LIMITATION OF LIABILITY

 

8.1.      IN NO EVENT WILL SEATED BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, EXEMPLARY, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THE SERVICE, OR ANY USE OF THE SERVICE BY YOU OR ANY THIRD PARTY, AND IN NO EVENT WILL

 

SEATED’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS EXCEED THE AMOUNTS THE AMOUNTS PAID BY YOU TO SEATED IN THE SIX (6) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY. In some jurisdictions, it is not permitted to limit certain types of liability and therefore such limitations to the extent they exclude such liability may not apply to you. In such jurisdictions, Seated’s liability will be limited to the greatest extent permitted by applicable law.

 

9.         Modification of the Terms

 

9.1.      You agree that from time to time, Seated may (in its sole discretion) modify, add or remove any or all parts of these Terms and/or the Service. To update the Terms, Seated will post the changed version and indicate its effective date at the top of the Terms, as applicable. Such modifications will be effective immediately upon posting of the modified Terms. Each time you access or use the Service, you should check to see if the Terms or Privacy Policy has changed. Whether you do so or not, the Terms in effect at each time you access or use the Service will apply at such time. If we make any material changes, we will use commercially reasonable efforts to notify you by means of a notice on the Service. Your continued use or access of the Service following the posting of changes to these Terms will indicate your acceptance of those changes.

 

10.       Miscellaneous

 

10.1.    These Terms are the complete and exclusive agreement between you and Seated with respect to the subject matter of these Terms, and they supersede all prior or contemporaneous, oral or written, proposals, understandings, representations, conditions, warranties, and all other communications between you and Seated with respect to the subject matter of these terms. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Seated without restriction. These Terms may not be explained or supplemented by any prior course of dealings or trade by custom or usage. The section headings used herein are for convenience only and will not affect the interpretation of these Terms. These Terms will be governed by the state laws of New York, notwithstanding any principles of conflicts of law. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms and neither party has any authority of any kind to bind the other in any respect. Any questions, complaints or claims with respect to the Service should be directed to: Seated Technologies, 36 West 20th Street 9th Floor, New York, NY 10011, partnerships@seatedapp.