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.
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.
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.
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.
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.
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.
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.
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.
The Corporation represents and warrants to the Vendor as follows:
The Vendor represents and warrants to the Corporation as follows:
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.
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:
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:
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.
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.
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.
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.
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.
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.
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.
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.
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.