THIS AGREEMENT ("Agreement") is made and considered effective upon your acceptance of these terms by accessing and using our services, between Dinevate LLC, a company duly organized and existing under the laws of Delaware ("Company"), and you, as the representative of a restaurant duly organized and existing under the laws of your location, with its principal place of business as the address registered on our platform ("Restaurant"). This Agreement commences when you start using our services (Platform and Services) and remains in force for as long as you continue to use our services, unless terminated earlier in accordance with the provisions of this Agreement.
1. ACCEPTANCE OF TERMS
By accessing and/or using our services, platform, and any other technology and programs offered by the Company (collectively, the "Platform and Services"), you signify your agreement to be bound by all the terms and conditions of this Agreement. If you do not agree, you must discontinue use of the Platform or Services immediately. Unless otherwise agreed by the Company in a separate written agreement with you, the Platform and Services are made available solely for your commercial use. Your continued use of the Platform and Services signifies your continued acceptance of these terms.
2. ABOUT DINEVATE LLC
Dinevate is a leading provider of digital solutions for restaurants, connecting you with customers through our advanced and user-friendly platform. We provide a comprehensive suite of services including website design and management, online ordering systems, advertising solutions, virtual kitchen solutions, order management apps, and social media branding.
Dinevate is not a restaurant or food preparation entity. The Restaurant is required to comply with federal, state, and local laws, rules, regulations, and standards pertaining to the preparation, sale, and marketing of food, including, without limitation, food preparation and safety and menu disclosure.
Dinevate is not liable or responsible for Restaurant's food preparation or safety and does not verify their compliance with all applicable laws.
3. USING DINEVATE
You agree to: (a) provide true, accurate, current, and complete information about your restaurant, and (b) maintain and promptly update the restaurant information you provide to keep it true, accurate, current, and complete.
You are responsible for maintaining the confidentiality and security of your account with Dinevate including your password. You are also responsible for all activities or any other actions that occur under or that are taken in connection with your account. You agree to immediately notify Dinevate of any known or suspected unauthorized use(s) of your password or account.
4. SERVICES PROVIDED BY COMPANY
4.1 The Company will provide the Restaurant with a comprehensive website featuring an online order system, specifically tailored to meet the Restaurant's requirements. If the Restaurant does not already have a domain, the Company will purchase one on its behalf. If the Restaurant, wants to have the ownership of the domain in the future, the Company have rights to keep the domain or share the ownership with the Restaurant.
4.2 The Company may provide the Restaurant with a tablet to track orders, if necessary. The Company is not liable for the tablet and does not own the tablet.
4.3 The Restaurant acknowledges and agrees that a weekly charge of $9.99 will be levied for the use of the tablet and the associated software. This charge will be billed separately and is in addition to any other fees or commissions outlined in this Agreement.
5. PAYMENT TERMS
5.1 The Company will receive all payments from customers made through the online order system.
5.2 The Company will retain a commission of 15% from these payments. An additional transaction processing fee of 3% will also be applied. The remainder, after deducting these commissions and fees, will be disbursed to the Restaurant. Any additional costs for services provided by the Company, including any outstanding liabilities, will be deducted from the Restaurant's payment.
5.3 The Company will disburse the remaining payments to the Restaurant in a manner and schedule agreed upon by both parties. The date or payment method may change.
6. TERMINATION OF AGREEMENT
6.2 Upon termination of this Agreement, the Restaurant shall immediately cease all use of the Services. The Company is not required to pay out any remaining payments.
7. INTELLECTUAL PROPERTY
All content included on the Platform and provided by the Company, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Platform, is the property of the Company or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights.
Both parties agree to keep confidential all non-public information concerning the other's business that the disclosing party designates as confidential or the receiving party knows or should know is confidential, except to the extent necessary to comply with any law, rule, regulation, or valid order of a court of competent jurisdiction.
9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.
By accessing and/or using the Platform or Services, you acknowledge that you have read, understood, and signify your agreement to be bound by all the terms and conditions of this Agreement. If you do not agree, you must discontinue use of the Platform and Services immediately. Your continued use of the Platform and Services signifies your continued acceptance of these terms.
11. RIGHTS UPON TERMINATION
11.1 Right to Charge for Services and Items: In the event the Restaurant decides to discontinue the use of our services, the Company reserves the right to charge the Restaurant for any services and items provided by the Company. This includes, but is not limited to, the cost of website design, online order system setup, tablets or hardware provided, and any other services or products that were provided at no initial cost to the Restaurant.
11.2 Charge from Current Balance: The Company is entitled to recover these charges from the Restaurant's current balance accumulated from online order sales. The Company reserves the right to withhold and deduct such amounts from the Restaurant's pending payouts.
11.3 Account Blocking: The Company also reserves the right to block the Restaurant's access to the Platform and Services in the case of non-payment or breach of this Agreement.
11.4 Acknowledgment of Terms: By using the Platform and Services, the Restaurant acknowledges and agrees to these terms, including the Company's right to charge and block accounts as outlined above.
THE PLATFORM, THE SERVICES, AND ALL OTHER CONTENT ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS, WITH RESPECT TO THE SERVICES, THE PLATFORM, AND ALL OTHER CONTENT, ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
The Company does not represent or warrant that the Platform, the Services, and/or other content will be secure, uninterrupted, and/or error-free, that defects will be corrected, and/or that the Platform, the Services, and/or other content are free from viruses or other harmful components. The Company does not warrant or make any representations regarding the use or the results of the use of the Platform, the Services, and/or any other content in terms of their correctness, accuracy, reliability, timeliness, completeness, currentness, or otherwise. You (and not the Company) assume the entire cost of all necessary servicing, repair, or correction.
The Company relies upon the Restaurant to provide accurate allergen and dietary information and general product safety. The Company does not represent or warrant that the information accessible through the Service is accurate, complete, reliable, current, or error-free, including, without limitation, menus, nutritional and allergen information, photos, food quality or descriptions, pricing, hours of operation, or reviews. All content is provided for informational purposes only. The reliance on any information provided through the Service is solely at your own risk.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR DAMAGES WHATSOEVER (INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE, OR OTHER ECONOMIC ADVANTAGE), EVEN IF THE COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF A WARRANTY, CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER ACTION THAT IN ANY MANNER ARISES OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR THE SERVICES.
The Company's total liability to you for all damages, losses, and causes of action, whether in warranty, contract, or tort shall not exceed in the aggregate (a) the amount paid by you to the Company in the six (6) month period immediately preceding the event giving rise to such claim, if any, or (b) $1,000 (whichever is less).
These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, in such jurisdictions, liability is limited to the greatest extent provided by law.
Please note that by using our platform and services, you're agreeing to these terms. If you don’t agree with any of these terms, you should not use our platform or services.