Vendor Terms and Conditions of Use

The Self Serve Digital Dining app is the property of Triclinium Digital Inc. (the “Corporation”).

These Vendor Terms and Conditions of Use (these “Terms of Use” or this “Agreement”) apply to the Self Serve Digital Dining mobile application and the Self Serve Digital Dining website found at www.selfservedigital.com (collectively the “Platforms”). Any reference herein to the “Platforms” shall as applicable mean either the mobile application or the Self Serve Digital Dining website found at www.selfservedigital.com, or both.

Acceptance of Terms

BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS OF USE OR OTHERWISE USING THE PLATFORMS (“VENDOR’S ACCEPTANCE”), YOU, ANY ENTITIES THAT YOU ACT AS AGENT FOR AND ALL OF YOUR PARTICIPATING VENDOR LOCATIONS (COLLECTIVELY “YOU” OR THE “VENDOR”) AGREE TO AND ACCEPT THESE TERMS OF USE, WHETHER OR NOT YOU CREATE AN ACCOUNT ON THE PLATFORMS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET OUT IN THESE TERMS OF USE, YOU MUST IMMEDIATELY CEASE USING AND ACCESSING THE PLATFORMS AND ANY CONTENT, SERVICES OR PRODUCTS CONTAINED IN OR AVAILABLE FROM THE PLATFORMS.

The Corporation reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time by posting such changes on the Platforms. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Platforms following the posting of changes will mean that you accept and agree to the changes.

Term and Termination

  • Unless terminated earlier in accordance with the terms and conditions set forth in this Agreement, the term of this Agreement shall commence upon the Vendor’s Acceptance and shall continue for a period of one (1) year and shall automatically renew for successive one (1) year terms thereafter unless this agreement is terminated in accordance with the terms of this Agreement (the “Term”).
  • The Vendor may terminate this Agreement for any reason upon providing the Corporation with thirty (30) days written notice. The Corporation may terminate this Agreement for any reason at any time upon providing the Vendor with written notice. Email shall suffice for written notice.
  • All payment, confidentiality and indemnity obligations set out in these Terms of Use shall survive expiration or termination of this Agreement.

Relationship Between the Vendor and the Corporation

Through the Platforms, the Corporation provides a technology platform facilitating the transmission of orders and payment by users of the Platforms to Vendors for the purposes of dine-in service or for pickup or delivery by independent third-party contractors who provide delivery services (the “Contractors”). Nothing in these Terms of Use shall be construed as constituting an agency, fiduciary, joint-venturer, or partnership relationship between the Corporation and the Vendor.

Grant of License and Intellectual Property

Subject to the terms and conditions of these Terms of Use, the Vendor hereby grants to the Corporation during the Term a limited, royalty-free, non-exclusive, revocable and non-assignable license to use and display on the Platforms all content provided by the Vendor to the Corporation, which includes, without limitation, menus, pricing, photographs, slogans, logos and trademarks (collectively the “Vendor Content”).

Subject to the terms and conditions of these Terms of Use, the Corporation hereby grants to the Vendor during the Term a limited, royalty-free, non-exclusive, revocable and non-assignable license to use the Platforms and display on the Vendor’s website and/or in the Vendor’s premises all content, whether digital or physical (as applicable), provided by the Corporation to the Vendor that is expressly designated by the Corporation as being provided solely for the purpose of promoting the use of the Platforms (the “Corporation Content”). The Corporation Content may include slogans, logos and trademarks of the Corporation.

Except as expressly provided in these Terms of Use, you agree not to copy, reproduce, republish, upload, post, publicly display, encode, translate, adapt, alter, modify, rent, lease, loan, sell, reverse-engineer, transmit or distribute any part of Platforms or any Corporation Content in any way (including "mirroring") to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without the Corporation's express prior written consent.

Any right not expressly granted herein shall be reserved for the Corporation. Except as expressly provided in these Terms of Use, all right, title and interest in and under the Corporation’s intellectual property (which shall include, without limitation, all information, knowledge, know-how, techniques, processes and procedures, and technology, software with the exception of any software that is owned by a third party, where applicable, products, designs, results, data, formulae, and algorithms, and discoveries, developments, inventions, and improvements, and all patent applications, patents, registered trademarks, unregistered trademarks, websites, slogans, trade-secrets, trade dress, copyrights, industrial designs, and all right, title and interest thereto (collectively the “Intellectual Property”) shall remain with the Corporation.

Delivery of Platforms

Within a reasonable time following the Vendor’s Acceptance, the Corporation shall deliver to the Vendor’s representative all information required for the Vendor to access and use the Platforms for the purposes set out in these Terms of Use.

During normal business hours, and at any time during which the Vendor is using the Platforms, the Corporation, or its authorized representatives, upon advance notice, may audit and inspect the Vendor’s use of the Platforms of the purposes of determining that the Vendor is complying with the terms and conditions set out in these Terms of Use.

Proprietary Rights, Confidentiality and Your Use of the Platforms

  • For the purposes of these Terms of Use, “Confidential Information” shall mean all Intellectual Property whether or not protected and all information and data relating to the Corporation or their business, strategies, pricing, personnel, customers, suppliers, products or services, whether or not identified as confidential, and all information belonging to third parties in respect of which the Corporation owes any obligation of confidentiality as identified by the Corporation that Confidential Information does not include information which the Vendor can demonstrate (i) is previously known to the Vendor, as shown by written documentation, (ii) becomes publicly known through no wrongful act of the Vendor, (iii) has been rightfully received by the Vendor from a third part authorized to make such disclosure without restriction, or (iv) has been approved for disclosure by written authorization of the Corporation.
  • The Vendor acknowledges and agrees that these Terms of Use do not convey to the Vendor any ownership right, interest or title in or to the Platforms, Confidential Information, Intellectual Property or any rights associated therewith or arising therefrom and that it shall not obtain any rights to the Platforms, Confidential Information, or any related intellectual property rights other than as expressly set out in these Terms of Use. The Vendor further acknowledges that the Platforms contain valuable Confidential Information belonging to the Corporation. The Vendor shall not disclose Confidential Information, and will use at least the same degree of care to protect the Confidential Information of the Corporation as it would use to protect its own confidential information of a similar nature, but in no event less than reasonable care. The Vendor shall not disclose the Platforms or Confidential Information in any manner or through any means to a competitor of the Corporation. The Vendor shall ensure that its directors, officers, employees, agents, contractors and subcontractors observe these conditions.
  • The Vendor acknowledges that the Platforms, with the exception of any software that is owned by a third party, where applicable, and all related information is proprietary to the Corporation and that all rights thereto, including all Intellectual Property, are owned by the Corporation. With respect to any software that is owned by a third party that is embedded or incorporated into the Platforms, the Corporation represents and warrants that is has the applicable third party’s permission to use such software. The Vendor further acknowledges that the Platforms are protected by Canadian and international copyright and other intellectual property laws and treaties. The Vendor agrees to notify the Corporation immediately of the unauthorized possession or use of the Platforms. The Vendor will promptly furnish full details of such unauthorized possession or use to the Corporation, will assist in preventing the recurrence of such possession or use, and will cooperate with the Corporation to protect the Corporation’s proprietary rights, including any Intellectual Property rights. The Vendor’s compliance with this provision shall not be construed as a waiver of any right of the Corporation to recover damages from, or obtain other relief against, the Vendor.

You agree not to attempt to gain unauthorized access to any portion or feature of the Platforms, or any other systems or networks connected to the Platforms or to any of the Corporation’s servers, or to any of the services offered on or through the Platforms, by hacking, password "mining" or any other illegitimate means.

You agree not to probe, scan, or test the vulnerability of the Platforms or any network connected to the Platforms, nor breach the security or authentication measures on the Platforms or any network connected to the Platforms. You agree not to reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Platforms, including any account not associated with you, to its source, or exploit the Platforms or any service or information made available or offered by or through the Platforms, in any way for any purpose, including, but not limited to, revealing personal identification or information, other than your own information, as provided for by the Platforms.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platforms or the Corporation’s systems or networks, or any systems or networks connected to the Platforms or to the Corporation.

Any of the Platforms, regardless of how or where it is downloaded, is licensed, not sold, to you for use only under these Terms of Use. The Corporation reserves all rights not expressly granted to you.

Privacy

The Corporation’s Privacy Policy applies to use of the Platforms, and its terms and conditions are incorporated into these Terms of Use by reference. Additionally, by using the Platforms, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Platforms may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

You agree that the Platforms and the Corporation may communicate with you, including by sending information, correspondence, and notices to you. These communications may be sent via email, messages, push notification, phone, or otherwise through the contact information associated with your account.

Obligations of the Corporation

  • In addition to all other duties and obligations of the Corporation under these Terms of Use, the Corporation shall at its own cost:
  • Display on the Platform the Vendor Content and the address of the Vendor’s premises;
  • Accept each order from customers who place orders for any products offered by the Vendor (“Customers”), whether for dine-in service, pickup or delivery
  • Facilitate the processing of payment made by Customers under the Platform;
  • Forward each applicable order from Customers to the Vendor for dine-in service, pickup and delivery orders, and if applicable, forward each applicable order from Customers to Contractors for delivery orders.

Obligations of the Vendor

  • In addition to all other duties and obligations of the Vendor under these Terms of Use, the Vendor shall at its own cost:
  • Provide the Corporation with the Vendor Content and continually update the Vendor Content on the Platforms as necessary in a timely manner to align with product availability, product descriptions, current menus, pricing and hours of operation;
  • Ensure that all menu items of the Vendor displayed on the Platforms are available for purchase by Customers during the Vendor’s normal business hours, or if a menu item is unavailable, promptly update the Vendor Content on the Platforms accordingly;
  • Provide the necessary training to any and all staff of the Vendor that will be required to interact with the Platforms;
  • Accept and confirm each order from Customers forwarded by the Corporation to the Vendor, whether for dine-in service, pickup or delivery;
  • Process each order from Customers forwarded by the Corporation in the order that the Vendor receives such orders;
  • Prepare, handle, store, label and package all products of the Vendor purchased by Customers in accordance with applicable laws and regulations, including without limitation all laws, rules and regulations governing time or temperature controls required for food safety;
  • With respect to pickup or delivery orders, ensure the products of the Vendor purchased by the Customers are ready for pickup by the Contractors or Customers, as applicable, at the time designated on the Platforms;
  • With respect to pickup or delivery orders, supply the same utensils, napkins, bags and other materials that the Vendor would typically provide in a pickup or delivery order;
  • Ensure that each dine-in, pickup or delivery order being provided to Customers are prepared to the same standards with respect to presentation, ingredients, quantity and quality that the Vendor observes in their ordinary course of business;
  • Ensure that all nutritional and allergen information displayed by the Vendor on the Platforms are accurate and comply with all applicable laws and regulations;
  • Monitor and review with reasonable frequency transactions processed through the Platforms and promptly notify the Corporation of any errors or inaccuracies;
  • Prominently display on each table in the Vendor’s premises such Corporation Content as deemed necessary by the Corporation, acting reasonably.

Refunds and Re-Orders

  • In the event that the Corporation deems that, in its sole discretion, it must issue a refund, credit or re-order on a Customer order that fails to meet the standards set out in section 9 or otherwise fails to meet the standard expected of a comparable vendor in the Corporation’s sole discretion, the Vendor shall prepare the products to the same specifications as the original Customer order (in the event of a re-order), and shall bear the full cost of any refund, credit or re-order.
  • The Corporation shall only be responsible for customer support issues relating to the ordering of the Vendor’s products and issues relating to a Customer’s account on the Platforms. All other customer issues or complaints will be the Vendor’s sole responsibility.

Fees and Payment

  • All payments made under the Platforms are processed by Stripe. By agreeing to these Terms of Use, the Vendor agrees to be bound by any applicable Stripe service agreements and acknowledges that it is the responsibility of the Vendor to review and familiarize itself with any such service agreements. The Corporation may share with Stripe any required financial information, banking details, and transaction details related to your use of Stripe’s services and the Platforms.
  • Upon receiving payment for each Customer order, Stripe may hold the funds for seven (7) days prior to releasing such funds to the Vendor. The funds released to the Vendor shall be ninety five percent (95%) of the total funds received by Stripe for each Customer order. The remaining five percent (5%) of the total funds received by Stripe for each Customer order shall be remitted to the Corporation (the “Commission”).
  • In addition to the Commission, the Vendor shall pay to the Corporation a monthly subscription fee of $99.00.

Title to Products

With respect to pickup and delivery orders, the Vendor will retain title to the products that the Vendor provides through the Platforms until the products are picked up at the Vendor’s premises from the Vendor by a Contractor or a Customer. Title to the products shall pass to the Customer when the products are picked up at the Vendor’s premises by a Contractor or a Customer. The Vendor acknowledges and agrees that at no point will the Corporation or any Contractor hold title to or acquire any ownership interest in any products that the Vendor provides through the Platforms.

Representations and Warranties

The Corporation represents and warrants to the Vendor as follows:

  • The Corporation has all necessary corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement;
  • This Agreement constitutes a valid and binding obligation of the Corporation enforceable against it in accordance with the terms of this Agreement, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought;
  • It has the authority to enter into and deliver this Agreement and to license the Corporation Content to the Vendor free and clear of all encumbrances;
  • The Corporation is not in violation of, and will not be in violation of, any and all laws, guidelines, rules and regulations of its local jurisdiction, and all jurisdictions in which the Corporation operates, relating to proceeds of crime, money laundering and the financing of terrorist and any other illegal activities.

The Vendor represents and warrants to the Corporation as follows:

  • The Vendor has all necessary corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement;
  • This Agreement constitutes a valid and binding obligation of the Vendor enforceable against it in accordance with the terms of this Agreement, subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought;
  • It has the authority to enter into and deliver this Agreement and to license the Vendor Content to the Vendor free and clear of all encumbrances;
  • It will comply with all applicable laws, rules, standards and regulations relating to licenses, health, food packaging and accessory items (including but not limited to foodware, plasticware, and other disposable restaurant supplies), and food safety and sanitation;
  • It has informed the Corporation of any required consumer-facing warnings, charges, opt-in requirements, and instructions associated with the Vendor’s products and it will inform the Corporation of any such warnings, charges, opt-ins, and instructions that become required in the future;
  • It will disclose common allergens in any of the Vendor’s menu items listed on the Platforms;
  • It will only list menu items or products for sale, product descriptions, and prices on the Platforms;
  • It will not disclose any information related to a Customer or Contractor to a third party (except as required to comply with law or pursuant to a court order);
  • It will comply with its obligations under this Agreement.

Accounts, Passwords, and Security

The Platforms may require you to open an account (including setting up a user identification and password). You agree to provide truthful information when requested. By accessing the Platforms you explicitly agree to the Platforms’ Terms of Use and Privacy Policy, including any amendments made to the Platforms from time to time. You agree you are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account. You agree to notify the Corporation immediately of any unauthorized use of your account or password, or any other breach of security. You agree to be held liable for losses incurred by the Corporation or any other user of the Platforms due to someone else using your user identification, password, or account as a result of your failing to keep your account information secure and confidential.

You agree not to use anyone else's identification, password, or account at any time without the express permission and consent of the holder of that identification, password, or account. You agree that the Corporation will not be liable for any loss or damage arising from your failure to comply with these obligations.

Your Conduct

You agree that all content, including, but not limited to information or data of any kind, whether text, software, code, music or sound, photographs or graphics, video or other materials, made available to the Platforms shall be under the sole responsibility of the person providing the content or the person whose user account is used. You agree that the Platforms may expose you to content that may be objectionable or offensive. The Corporation shall not be responsible to you in any way for the content that appears on the Platforms, nor for any error or omission.

By using the Platforms, or any services provided thereby, you explicitly agree that you shall not:

  • Provide any content or conduct yourself in any way that may be or may be construed as: unlawful; illegal; threatening; harmful; abusive; harassing; stalking; tortious; defamatory; libelous; vulgar; obscene; offensive; objectionable; pornographic; designed to interfere or interrupt the Platforms, or any service provided therein; infected with a virus or other destructive or deleterious programming routine; giving rise to civil or criminal liability; or in violation of an applicable local, national, or international law;
  • Impersonate or misrepresent your association with any person or entity; forge or otherwise seek to conceal or misrepresent the origin of any content provided by you;
  • Collect or harvest any data about other users, except as provided for in the Platforms;
  • Except as provided for in the Platforms, provide or use the Platforms for the provision of any content or service in any commercial manner, or in any manner that would involve junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorized advertising, without the Corporation’s prior written consent;
  • Provide any content that may give rise to civil or criminal liability of the Corporation, or that may constitute or be considered a violation of any local, national, or international law, including, but not limited to, laws relating to intellectual property including copyright, trademark, patent, or trade secrets;
  • Post, transmit, link to or otherwise distribute any materials, information, or content constituting, advocating, or encouraging conduct that would constitute a criminal offense or give rise to civil liability or otherwise use the Platforms in a manner which is contrary to law or would serve to restrict or inhibit any other person from using or enjoying the Platforms;
  • Defame, abuse, stalk, harass, threaten, or otherwise violate the legal rights of others, including, but not limited to rights relating to privacy and publicity;
  • Post, transmit, link to, or otherwise distribute any information, materials, or content, including, for greater certainty, software, which contains a virus, cancelbot, Trojan horse, worm, or other harmful or disruptive component;
  • Cause any nuisance, annoyance, or inconvenience to the Platforms, the Corporation or other users of the Platforms;
  • Submit any information or material which is defamatory, offensive, menacing, or obscene to the Platforms or which may cause nuisance, annoyance, damage or offence, or inconvenience to the Platforms, the Corporation or any other person or which is illegal. The Corporation may remove such material from the Platforms at any time without notice to, or consent by, you;
  • Use any device, software or routine to interfere or attempt to interfere with the proper working of the Platforms or any transaction being conducted on the Platforms, or with any other person's use of the Platforms;
  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to the Corporation on or through the Platforms or any service offered on or through the Platforms. You agree not to impersonate any other individual or entity; and
  • Use the Platforms or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of the Corporation or others.

Disclaimers, Limitations of Liability and Indemnification

THE CORPORATION DOES NOT PROMISE THAT THE PLATFORMS OR ANY CONTENT, SERVICE OR FEATURE OF THE PLATFORMS WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE PLATFORMS WILL PROVIDE SPECIFIC RESULTS. THE PLATFORMS AND THEIR CONTENT ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. IF YOUR MOBILE DEVICE OR COMPUTER DO NOT SUPPORT RELEVANT TECHNOLOGY INCLUDING ENCRYPTION, YOU MAY NOT BE ABLE TO USE CERTAIN SERVICES OR ACCESS CERTAIN INFORMATION ON THE PLATFORMS. ALL INFORMATION PROVIDED ON THE PLATFORMS IS SUBJECT TO CHANGE WITHOUT NOTICE. THE CORPORATION CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE PLATFORMS WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. THE CORPORATION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE CORPORATION DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE PLATFORMS AND/OR ANY OF THE CORPORATION’S SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE PLATFORMS AND ANY LINKED SITES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

The Corporation reserves the right to do any of the following, at any time, without notice: (i) to modify, suspend or terminate operation of or access to the Platforms, or any portion of the Platforms, for any reason; (ii) to modify or change the Platforms, or any portion of the Platforms, and any applicable policies or terms; and (iii) to interrupt the operation of the Platforms, or any portion of the Platforms, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

EXCEPT WITH RESPECT TO DAMAGES ARISING FROM VIOLATIONS OF LAW OR WILFUL MISCONDUCT, UNPAID AMOUNTS OWED TO THE CORPORATION BY THE VENDOR IN EXCESS OF THE BELOW LIMIT, AND AMOUNTS PAYABLE TO THIRD PARTIES UNDER THIS SECTION 16, TO THE EXTENT PERMITTED BY APPLICABLE LAW, (I) NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT, FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, HARM TO GOODWILL, OR THE COSTS FOR PROCURING REPLACEMENT SERVICES, WHETHER BASED ON TORT, CONTRACT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) EACH PARTY’S MAXIMUM AGGREGATE LIABILITIES RELATED TO OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY ONE PARTY TO THE OTHER PARTY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

You agree to indemnify and hold the Corporation, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries, affiliates, related parties, independent contractors, advertisers, partners, and co-branders harmless from any and all demands, loss, liability, claims or expenses (including legal fees on a solicitor-own client basis), made against the Corporation by any third party due to or arising out of or in connection with:

  • The Vendor’s failure to observe any of its obligations set out in section 9;
  • The Vendor’s breach of any of its representations and warranties set out in section 13;
  • Any bodily injury (including death) or damage to tangible or real property to the extent caused by the Vendor’s products, premises or personnel;
  • The violation of the intellectual property rights of the third party by the Vendor’s Content;
  • The violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation related to the Vendor’s products.

Insurance

During the Term and for one year after, the Corporation and the Vendor will each maintain adequate insurance in amounts not less than as required by law or that is common practice in such party’s business. Upon request, the Corporation and the Vendor will each provide the other with current evidence of coverage. Such insurance shall not be cancelled or materially reduced without thirty (30) days prior written notice. In no event shall the limits of any insurance policy be considered as limiting the liability of a party under this Agreement.

Violation of These Terms of Use

You agree that the Corporation may disclose any information we have about you (including your identity) without notice or consent if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Platforms, or to protect the Corporation’s rights or property, or the rights or property of visitors to or users of the Platforms, including the Corporation’s customers. The Corporation reserves the right at all times to disclose any information that the Corporation deems necessary to comply with any applicable law, regulation, legal process or governmental request. The Corporation may disclose your information without notice or consent when the Corporation determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that the Corporation may preserve any transmittal or communication by you with the Corporation through the Platforms or any service offered on or through the Platforms, and may also disclose, without consent or notice, such data if required to do so by law or the Corporation determines that such preservation or disclosure is reasonably necessary to (i) comply with legal process, (ii) enforce these Terms of Use, (iii) respond to claims that any such data violates the rights of others, or (iv) protect the rights, property or personal safety of the Corporation, its employees, users of or visitors to the Platforms, and the public.

If the Corporation initiates any legal action against you as a result of your violation of these Terms of Use, the Corporation will be entitled to recover from you, and you agree to pay, all reasonable legal fees and costs of such action, in addition to any other relief granted to the Corporation. You agree that the Corporation will not be liable to you or to any third party for termination of your access to the Platforms.

App Stores

You acknowledge and agree that the availability of the Self Serve Digital Dining mobile application is dependent on the third party from which you received the Self Serve Digital Dining mobile application license (“App Store”). You acknowledge and agree that this Agreement is between you and the Corporation and not with the App Store. Except as otherwise provided in these Terms of Use, the Corporation is solely responsible for the Self Serve Digital Dining mobile application, the content thereof, maintenance, support services and warranty therefor, and addressing any claims relating thereto. In order to use the Self Serve Digital Dining mobile application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Self Serve Digital Dining mobile application. You agree to comply with, and your license to use the Self Serve Digital Dining mobile application is conditioned upon your compliance with, all applicable third-party terms of agreement when using the Self Serve Digital Dining mobile application. You represent and warrant that your use of the Platforms are not in violation of, and will not be in violation of, any and all laws, guidelines, rules and regulations of your local jurisdiction relating to proceeds of crime, money laundering and the financing of terrorist and any other illegal activities.You acknowledge and agree that each App Store (and its affiliates) is an intended third-party beneficiary of this Agreement and has the right to enforce the terms and conditions of this Agreement.

Governing Law; Dispute Resolution

You agree that all matters relating to your access to or use of the Platforms, including all disputes, will be governed by the laws and courts of Alberta without regard to its conflicts of laws provisions, and you agree to waive any objection to such jurisdiction or venue. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and legal fees. In the event of any controversy or dispute between the Corporation and you arising out of or in connection with your use of the Platforms, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

Void Where Prohibited

The Corporation administers and operates the Platforms from a location in Canada; other apps or websites owned of the Corporation may be administered and operated from various locations outside Canada. The Corporation reserves the right to limit, at its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Platforms is void where prohibited. If you choose to access the Platforms from outside Canada, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

Severability

If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between you and the Corporation with regard to your use of the Platforms and any and all other written or oral agreements or understandings previously existing between you and the Corporation with respect to such use are hereby superseded and cancelled. The Corporation will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. The Corporation's failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by the Corporation of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between the Corporation and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be assigned by the Vendor without the prior written consent of the Corporation. The Corporation shall be entitled to assign these Terms of Use without restriction.

Binding Effect

The rights and obligations under these Terms of Use shall accrue to and be binding upon the affiliates and subsidiaries of the parties hereto, and the successors and permitted assigs of the parties hereto.

Entire Agreement

These Terms of Use constitutes the entire agreement between you and the Corporation relating to the subject matter hereof. No promises or understandings, either expressed or implied, exist between you and the Corporation with respect to the subject matter hereof unless contained in these Terms of Use.