ACCEPTANCE OF TERMS
NetWaiter Systems, LLC and NetWaiter, LLC (collectively, "NetWaiter") provide services to you (a "Business" or "Client"), subject to acceptance, without modification, of all terms and conditions contained herein and all other operating rules, policies, and procedures that may be published from time to time on this site by NetWaiter (collectively, the "Terms").
NetWaiter reserves the right to modify these Terms at any time. You shall be responsible for reviewing and becoming familiar with any modifications. The modifications are effective immediately upon first posting, and use of our website and/or any services by you following such posting constitutes your acceptance of these Terms as modified.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS NETWAITER OR USE ANY OF NETWAITER'S SERVICES. BY VIEWING OR USING ALL OR ANY PART OF NETWAITER, DOWNLOADING ANY MATERIALS, SUBMITTING ANY INFORMATION, OR BY COMPLETING THE REGISTRATION PROCESS, YOU AGREE TO BE BOUND BY ALL OF THE TERMS.
THE NETWAITER SERVICE
NetWaiter provides Businesses and Clients with access to a collection of online resources that make up, and are known as, the "NetWaiter Platform" and "NetWaiter Network", including, but not limited to business web page hosting services, mobile sites and applications, online advertising/marketing services, coupon creation and distribution services, data aggregation services, loyalty systems, reservation systems, waitlist systems, email marketing systems, online ordering services for restaurants and other food service companies, and other online and offline services and systems (collectively, the "Service"). Certain parts of the Service may be provided directly by NetWaiter and others may be provided indirectly by authorized partners of NetWaiter.
Unless explicitly stated otherwise, any new features that enhance the current Service shall be subject to these Terms. The Service is available to individuals who are at least 18 years old, whether acting on their own behalf or as an authorized employee or representative of a business entity. If you do not so qualify, do NOT attempt to register for or use the Service. NetWaiter may refuse to offer the Service to any person or entity and may change its eligibility criteria, at any time, in its sole discretion.
REQUIREMENTS, REPRESENTATIONS, AND WARRANTIES
In order to access or use the Service, you agree that:
You represent and warrant that you will not, and will not authorize or induce any other party, to:
You understand and acknowledge that NetWaiter allows users and consumers to post information about your Business, including such things as photos, ratings, comments, and reviews. You understand and acknowledge that NetWaiter may employ automated software to help showcase reliable and useful information while displaying other information less prominently. You understand and acknowledge that purchasing any services, or using any paid features, from NetWaiter or an authorized partner of NetWaiter, will not influence how information is showcased on the Service.
REGISTRATION AND OTHER DATA OBLIGATIONS
In consideration of use of the Service, you agree to: (a) provide true, accurate, current, and complete information as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. Additionally, you agree that if you provide false information to obtain access to a NetWaiter business site you are not legally entitled to claim, NetWaiter will be entitled to collect damages of $1,000 per violation and/or actual damages incurred by NetWaiter from you.
If you provide, submit, or upload any information that is untrue, inaccurate, not current or incomplete, or NetWaiter has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, NetWaiter has the right to update the information on your behalf, or to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
You understand and agree that the Service may include certain communications from NetWaiter, such as service announcements, administrative messages, and routine newsletters, and that these communications are considered part of NetWaiter Network membership and (except as prohibited by applicable law) you will not be able to opt out of receiving them.
BUSINESS AND CLIENT CONDUCT
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person and/or entity from which such Content originated. You, and not NetWaiter, are entirely responsible for all Content you upload, post, or otherwise transmit via the Service. NetWaiter does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content, including but not limited to business endorsements, criticisms, and commentary. You understand that by using the Service, you or your business may be exposed to Content that is offensive, indecent, or objectionable.
You, as a Business or Client, agree NOT to use the Service to:
In addition, you agree that all hyperlinks and other offers comprising the Service (e.g., hyperlinks provided in connection with NetWaiter's RSS feeds) may not be modified from the original form in which such hyperlinks and other offers are generally made available by NetWaiter.
NetWaiter will be entitled to collect damages of $1,000 per violation and/or actual damages incurred by NetWaiter from you for Business or Client conduct violations. For violations regarding conduct associated with creating or submitting emails or messages to any NetWaiter user or Client, NetWaiter will be entitled to collect additional fees up to $0.005 per email and/or message sent.
PROMOTIONS
If you, as a Client, use the Service to create or distribute a coupon, deal, offer, or discount (collectively, a "Promotion") for consumers, through the NetWaiter Platform, you represent and warrant that you have the authority to offer such a Promotion and promise to honor the terms of such Promotions as they are presented to the consumer. Without limitation of other representations, warrants, and indemnities elsewhere within these Terms, you specifically agree to indemnify NetWaiter against any claims by users of the Service that the terms of a Promotion or other offer were not honored.
CONTENT SUBMITTED TO NETWAITER
NetWaiter does not claim ownership of any Content a Business or Client places on a NetWaiter website or application. By uploading, submitting, or otherwise disclosing or distributing content of any kind on the NetWaiter Platform or NetWaiter Network, or otherwise through the Service, you:
You agree not to provide NetWaiter with any confidential or proprietary information that you desire or are required to keep secret.
You acknowledge that NetWaiter does not pre-screen Content, but that NetWaiter and its designees shall have the right (but not the obligation), in their sole discretion, to remove or block access to any Content that is available via the Service. Without limiting the foregoing, NetWaiter and its designees shall have the right to remove any Content that violates the Terms or is otherwise objectionable. You, as a Business or Client, agree to bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
INDEMNITY
You agree to indemnify, defend, and hold harmless NetWaiter, its parents, subsidiaries, affiliates, suppliers, licensors, licensees, partners or any related companies, and the officers, directors, agents, contractors, representatives, and employees of each of them (collectively, "NetWaiter Entities"), from and against any and all third-party claims, actions, demands, losses, damages, costs, liabilities and expenses (including but not limited to attorneys' fees and court costs) arising out of or relating to: (i) your access to or use of the Service, including your Content, (ii) your violation of the Terms, (iii) your breach of your representations and warranties provided under these Terms, (iv) any products or services purchased or obtained by you or your Business in connection with the Service, (v) your products or services, or the marketing or provision thereof to end users, or (vi) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. NetWaiter reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of any such claim. You agree not to settle any such matter without the prior written consent of NetWaiter.
FEES
For premium services and paid features provided by NetWaiter, not governed by a separate agreement, you agree that:
NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the NetWaiter Service.
MODIFICATIONS TO SERVICE
NetWaiter reserves the right, at any time, and from time to time, to modify, discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that NetWaiter shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service (or any part thereof).
TERMINATION
NetWaiter may, in its sole discretion, and at any time, discontinue providing you the Service, or any part thereof, with or without notice. Upon termination, you shall immediately cease using the NetWaiter Service. You agree that any termination of your access to the Service, under any provision of these Terms, may be effected without prior notice, and acknowledge and agree that NetWaiter may immediately deactivate or delete your NetWaiter site or application, and all related information, data, and files, and/or bar any access to such information or the Service. Further, you agree that NetWaiter shall NOT be liable to you or any third party for any termination of your access to the Service.
You expressly agree that the termination of the Service shall not discharge any payment obligations accrued as of the date of such termination, even if such obligations are payable after the termination date.
You agree that NetWaiter, in its sole discretion, may terminate your password, NetWaiter site, application, use of or access to the Service, or use of any other NetWaiter service. NetWaiter may also remove and discard any Content within the NetWaiter Platform or NetWaiter Network, for any reason, including, without limitation, lack of use or if NetWaiter believes you have violated or acted inconsistently with the letter or spirit of the Terms. You have no ownership or rights to any customer or user data, and, NetWaiter can terminate or limit your access to such data at any time.
Unless otherwise governed by a separate agreement, you may terminate the use of paid or premium services, on thirty (30) days' written notice. The notice must be emailed to NetWaiter at info@netwaiter.com. If you terminate the use of such services, any account credit or initial/setup fees paid to NetWaiter will NOT be refundable. Furthermore, you will be responsible for any fees you would have incurred within the 30-day time period following the submission of your termination notice, up to $250.00, plus any fees already incurred and owed before the submission of your termination notice. NetWaiter will not be responsible for any refunds.
ADVERTISEMENTS
NetWaiter may run advertisements and promotions on NetWaiter sites and applications. You agree that NetWaiter has the right to run such advertisements and promotions. The manner, mode, and extent of advertising by NetWaiter on your NetWaiter site or application are subject to change at the sole discretion of NetWaiter.
LINKS
NetWaiter, or third parties, may provide links to other World Wide Web sites or resources within the Service. Because NetWaiter has no control over such sites and resources, you acknowledge and agree that NetWaiter is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that NetWaiter shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.
NETWAITER PROPRIETARY RIGHTS
You agree that all content and materials delivered via the Service or otherwise made available by NetWaiter are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by NetWaiter in writing, you agree not to sell, license, rent, modify, distribute, transfer, gamble away, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content. Systematic retrieval of data or other content from the NetWaiter Platform, NetWaiter Network, or NetWaiter's website to create or compile, directly or indirectly, a collection, database, or directory without written permission from NetWaiter is prohibited. Any third party that contacts our users for commercial reasons, including selling them products or services, is in violation of these Terms and is subject to monetary damages and penalties for each individual violation.
Reproducing, copying, or distributing any content, materials, or design elements on the NetWaiter Platform, NetWaiter Network, or website, for any other purpose, is strictly prohibited without the express prior written permission of NetWaiter. Use of the content or materials for any purpose not expressly permitted in these Terms is prohibited. Any rights not expressly granted herein are reserved.
You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. NetWaiter owns or licenses all rights, titles, and interests in and to the Software and has the right to grant you a license to use the Software in accordance with the Terms. NetWaiter shall retain all right, title, and interest to all copyright and other intellectual property rights in and to the Software and the NetWaiter Service. You do not acquire any rights, express, implied or otherwise, in the Software or the NetWaiter Service, other than those specified in the Terms. In the event NetWaiter modifies its Software or adopts new features, such new features, functionality, and performance shall become the sole and exclusive property of NetWaiter. NetWaiter retains all rights not explicitly granted to you in the Terms.
NetWaiter grants you a non-transferable, nonexclusive right, and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, gamble away, sublicense, grant a security interest in, or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by NetWaiter for use in accessing the Service.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
LIMITATION OF LIABILITY
IN NO EVENT SHALL NETWAITER (OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, SUPPLIERS, LICENSORS, LICENSEES, PARTNERS OR ANY RELATED COMPANIES) BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (i) MATTER BEYOND ITS REASONABLE CONTROL, (ii) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (iii) DIRECT OR INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (iv) AMOUNTS IN THE AGGREGATE GREATER THAN TEN DOLLARS ($10), EVEN IF NETWAITER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. IN ADDITION, NETWAITER'S LIABILITY FOR DAMAGES TO YOU HEREUNDER AND/OR ANY DAMAGES RELATED TO YOUR USE OF THE SERVICE (INCLUDING ANY INFRINGEMENT OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS) IS LIMITED TO YOUR ABILITY TO TERMINATE USE OF THE SERVICE.
The federal Communications Decency Act (47 U.S. Code § 230) limits the liability of interactive computer services, like NetWaiter, for their role in publishing third-party content. Additionally, anti-SLAPP laws, such as California Civil Procedure Code § 425.16, may require you to pay NetWaiter's attorneys' fees if you attempt to impose such liability upon NetWaiter through legal proceedings.
EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
NOTICE
Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the Terms or other matters by displaying notices, or links to notices, to you generally on the Service.
COPYRIGHTS
NetWaiter respects the intellectual property rights of others and we ask Businesses and users to do the same.
GENERAL INFORMATION
The Terms constitute the entire agreement between you and NetWaiter, written or oral, and govern your use of the Service, superseding any prior agreements or representations between you and NetWaiter, including, but without limitation, to any prior versions of the Terms. These Terms and the Service contemplated hereunder are personal to you, and are not assignable, transferable, or sub-licensable by you except with NetWaiter's prior written consent. NetWaiter may assign, transfer, or delegate any of its rights and obligations hereunder without consent. The Terms shall inure to the benefit of any successor, and assigns of NetWaiter, shall be binding upon you and your successors and assigns. You also may be subject to additional terms and conditions that may apply when you use affiliate, partner, or other NetWaiter services, third-party content, or third-party software. The Terms and all matters arising out of or relating to these Terms shall be governed by the laws of the State of California, excluding its conflict of law provisions.
Any controversy or claim arising out of or relating to: (a) these Terms, or the breach thereof; or (b) your access to or use of the Service shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator will issue a reasoned award in writing, including all findings of fact and law upon which the award was made. The arbitrator will not have the power to commit errors of law, and the award may be vacated or corrected through judicial review by a court of competent jurisdiction under the California Arbitration Act for any such error.
Claims shall be heard by a single arbitrator. Arbitrations will be held in San Bernardino County, California, but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the laws of the State of California. The prevailing party shall be entitled to reasonable attorneys' fees and expenses.
NOTWITHSTANDING THE FOREGOING, FOR ANY BUSINESS CLAIM THAT IS NOT SUBJECT TO ARBITRATION, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE COURTS LOCATED WITHIN SAN BERNARDINO COUNTY, CALIFORNIA, WHICH IS THE PLACE OF PERFORMANCE OF THESE TERMS, OR IN A FEDERAL COURT IN THE RIVERSIDE DIVISION OF THE CENTRAL DISTRICT OF CALIFORNIA. THE PREVAILING PARTY SHALL BE ENTITLED TO REASONABLE ATTORNEYS' FEES AND EXPENSES.
YOU AND NETWAITER AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND NETWAITER AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SECTION, AND THIS SECTION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.
The failure of NetWaiter to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. In the event any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Terms remain in full force and effect. If the provisions of these Terms require judicial interpretation, it is agreed that the judicial body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared the same. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, or related to, the use of the Service or the Terms must be filed within one (1) year after such claim, or cause of action arose or be forever barred.
The section titles in the Terms are for convenience only and have no legal or contractual effect. The term "include" or "including" shall not be limited by the words following such term. Any term defined in the singular or plural shall mean the other as the context requires.