Terms of Use - Restaurants

1. Contractual Relationship

These Terms of Use (“Terms”) govern your access or use, from within the United States and its territories and possessions, of the applications, websites, content, products, and services (the "Services," as more fully defined below in Section 3) made available in the United States and its territories and possessions by Dinely, Inc. and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, "Dinely"). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND DINELY. In these Terms, the words "including" and "include" mean "including, but not limited to."

By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Dinely may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Dinely may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH DINELY ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

Supplemental terms may apply to certain Services, such as policies for a particular event, program, activity or promotion, and such supplemental terms will be disclosed to you in separate region-specific disclosures (e.g., a particular city webpage on Dinely.com) or in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

Dinely may amend the Terms from time to time. Amendments will be effective upon Dinely's posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended. If Dinely changes these Terms after the date you first agreed to the Terms (or to any subsequent changes to these Terms), you may reject any such change by providing Dinely written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o Dinely, Inc. (the name and current contact information for the registered agent is 919 North Market Street, Suite 950, Wilmington, DE 19801), or (b) by email from the email address associated with your Account to: support@dinely.app. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of these Terms as of the date you first agreed to the Terms (or to any subsequent changes to these Terms).

Dinely’s collection and use of personal information in connection with the Services is described in Dinely's Privacy Statements located at www.dinely.com/legal/privacy.

2. Arbitration Agreement

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Dinely on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Dinely, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Dinely by someone else.

Agreement to Binding Arbitration Between You and Dinely.

You and Dinely agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Dinely, and not in a court of law.

You acknowledge and agree that you and Dinely are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Dinely otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Dinely each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

Rules and Governing Law.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.

The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Delaware.

Process.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Florida and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

Location and Procedure.

Unless you and Dinely otherwise agree, the arbitration will be conducted in Miami-dade county. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Dinely submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision.

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. The prevailing party in the arbitration will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law.

Fees.

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

Changes.

Notwithstanding the provisions in Section I above, regarding consent to be bound by amendments to these Terms, if Dinely changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing Dinely written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o Dinely, Inc, or (b) by email from the email address associated with your Account to: support@dinely.app. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Dinely in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).

Severability and Survival

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

3. The Services

The Services comprise mobile and web applications and related services (each, an "Application"), which enable users to make and/or receive restaurant reservations.
YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN RESERVATION SERVICES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH DINELY AS A PROVIDER OF RESTAURANT MANAGEMENT SERVICES.

License

Subject to your compliance with these Terms, Dinely grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your use. Any rights not expressly granted herein are reserved by Dinely and Dinely's licensors.

Restrictions

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Dinely; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

Third Party Services and Content.

The Services may be made available or accessed in connection with third party services and content (including advertising) that Dinely does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Dinely does not endorse such third party services and content and in no event shall Dinely be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service.

Ownership

The Services and all rights therein are and shall remain Dinely's property or the property of Dinely's licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Dinely's company names, logos, product and service names, trademarks or services marks or those of Dinely's licensors.

4. Access and Use of the Services.

User Accounts

In order to use most aspects of the Services, you must register for and maintain an active restaurant user Services account ("Account"). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, unless a specific Service permits otherwise. Account registration requires you to submit to Dinely certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method supported by Dinely. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Dinely in writing, you may only possess one Account.

User Requirements and conducts.

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive reservation services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes. You may not in your access or use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity or other method of identity verification to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity or other method of identity verification.

Text Messaging and Telephone Calls.

You agree that Dinely may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with an Dinely account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any services. You also understand that you may opt out of receiving text messages from Dinely at any time, using the mobile device that is receiving the messages, or by contacting support@dinely.app. If you do not choose to opt out, Dinely may contact you as outlined in this agreement and on our website.

Referrals and Promotional Codes.

User Provided Content.

Dinely may, in Dinely's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Dinely through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Dinely, you grant Dinely a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Dinely's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Dinely the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Dinely's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Dinely in its sole discretion, whether or not such material may be protected by law. Dinely may, but shall not be obligated to, review, monitor, or remove User Content, at Dinely's sole discretion and at any time and for any reason, without notice to you.

You hereby grant, and Dinely accepts, a license to use, copy, and/or publicly display, in perpetuity, any and all trademarks, trade names, business names, logos, descriptions, menus and/or photographs of your Restaurant(s) (collectively, the "Restaurant Materials") as may be provided to Dinely by you from time to time, solely for purposes of promoting your Restaurant(s) on the Dinely Platform. You represent and warrant that you have the right to license the Restaurant Materials hereunder.

Database.

Dinely shall own all individual customer reservation data pertaining to your Restaurant(s) collected by you through the Dinely Software. You understand that Dinely collects the foregoing information through the Dinely Platform into a database ("Database"). You hereby grant, and Dinely accepts, a license to access and copy your information from the Database during the Terms of Use to create back­ up copies to assist with data restoration in the event of data loss and for internal statistical analysis. You acknowledge that Dinely owns all information collected through the Dinely Platform, including, without limitation, all information relating to Dinely registered Users and Guest Users, and shall have the right, in Dinely’s sole discretion, to contact such Users with information and/or solicitations.

Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Services. Your ISP or mobile network's data and messaging rates and fees may apply if you access or use the Services from your hardware or device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Dinely does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

5. Payment.

You understand that use of the Services may result in charges to you for the services or goods you receive ("Charges"). Dinely will receive and/or enable your payment of the applicable Charges for services obtained through your use of the Services. Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees, and/or surcharges including a booking fee or processing fees. Please see attached fee schedule below for further information on our fees.

All Charges and payments will be enabled by Dinely using the preferred payment method designated in your Account, after which you will receive a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Dinely may use a secondary payment method in your Account, if available. Charges paid by you are final and non-refundable, unless otherwise determined by Dinely.

As between you and Dinely, Dinely reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Dinely's sole discretion. Dinely may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. If you cancel a reservation other than for a no-show of a diner you will be charged the entire booking fee applicable to that reservation. After you have received services or goods obtained through the Service, you will have the opportunity to reconcile no-shows through the Dinely platform. Dinely may use the proceeds of any Charges for any purpose.

Any amounts not paid when due under this Agreement will bear interest at the rate of one and a half percent (1.5%) per month or the highest rate permitted by law, whichever is less, computed and compounded daily from the date due until date paid. Late payments may result in an immediate suspension of services.

Dinely may, in its sole discretion, complete an Internet reservation reconciliation and issue credits and debits as necessary to resolve any discrepancies between these reconciliations and initial reservation information reported through the Dinely Platform.

Your Responsibilities

Dinely depends on your cooperation to enable us to provide the best possible service. To that end, you specifically agree to treat diners who book reservations online the same as those diners making reservations by phone or walking in. Ensure that you are familiar with the Dinely Software and use the Dinely Software appropriately. This includes, without limitation, accepting reservations, seating parties, making configuration changes, honoring all online reservations, honoring all discounts displayed to diners who booked through the Dinely Platform with a visible Dinely discount code displaying the word “Dinely” on the bill and using the cancel and no-show features carefully.

When a party fails to show up for their reservation, designate the reservation as a "no show'' in the system as this is the only way you will be credited for the "no show''. Never “no-show” a party when the diners did arrive and dine at the Restaurant. In any Instance where you dispute a confirmed reservation, you must submit any and all claims to Dinely within twenty-four (24) hours of the diners’ reservation time following the no-show, this can be done through your user account. Dinely reserves the right to audit you if there is a dispute arising out of a reservation. You agree to honor the reservation with the corresponding Dinely discount for no less than 15 minutes after the start of the diners’ reservation time.

You agree that presenting the diner with the bill already displaying the Dinely discount, without the need for the diner to remind or request the discount, is integral and critical to the success of the Dinely platform and the Restaurant(s) participating on the Dinely platform. If Users must repeatedly remind Restaurant(s) of the discount they were given during the reservation process, then they may provide negative feedback on Restaurants which may result in Dinely terminating the restaurant for a limited or permanent time from the Dinely Platform. Any terminations in this regard shall be at Dinely’s sole discretion. You agree to honor all reservations that Users make on the Dinely Platform, and agree that if you cancel a User reservation for no reasonable reason then you shall pay all Dinely booking fees associated with the reservation and in addition twenty-eight dollars ($28) per instance.

You agree to pay a booking fee for each User reservation that has been completed. The booking fee is calculated by the number of diners per reservation. Dinely reserves the right to change the booking fees subject to thirty (30) days’ notice to you, during which time, you may terminate this agreement.

You agree if you apply an automatic application of service charge for waitstaff, this amount must be computed on the post discount amount of the bill.

You agree to make tables at each Restaurant not set aside for walk-ins or preferred customers, accessible on the Dinely Platform, and agrees to provide no less than fifty (50) reservation slots per week, unless otherwise agreed in writing between you and Dinely.

Keep the Dinely Software updated to accurately reflect all temporary closures (e.g. holidays or remodeling) or periods when the Restaurant(s) is/are not accepting reservations for certain time slots made available to Users on the Dinely Platform.

Be available for staff training on the Dinely Software. You agree to bring as much of your Restaurant staff together as you can to make training more efficient and to train new Restaurant staff as they are hired. Keep Dinely interface turned on at all times. Utilize all provided guidelines, tips, techniques, and other documented resolutions as well as ''help" functions within the Dinely Software as initial attempts to resolve problems. You agree to review all texts, emails and mailed materials sent from Dinely regarding management of your account. Maintain Restaurant Connectivity and cooperate with Dinely and ISP staff in efforts to restore Connectivity. You shall be responsible for all your owned equipment including computers, devices and networks.

7. Disclaimers; Limitation of Liability; Indemnity.

DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." DINELY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, DINELY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY.

DINELY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF DINELY, EVEN IF DINELY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DINELY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF DINELY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DINELY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND DINELY'S REASONABLE CONTROL.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, DINELY’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON DINELY’S CHOICE OF LAW PROVISION SET FORTH BELOW.

Indemnity

You agree to indemnify and hold Dinely and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation ofInde any of these Terms; (iii) Dinely's use of your User Content; or (iv) your violation of the rights of any restaurant patron.

Other Provisions

Choice of Law.

These Terms are governed by and construed in accordance with the laws of the State of Florida, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region. However, the choice of law provision regarding the interpretation of these Terms is not intended to create any other substantive right to non-Floridians to assert claims under Florida law whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 2 of these Terms, are only intended to specify the use of Florida law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending Florida law to you if you do not otherwise reside in Florida. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 2 or to any arbitrable disputes as defined therein. Instead, as described in Section 2, the Federal Arbitration Act shall apply to any such disputes.

Claims of Copyright Infringement.

Claims of copyright infringement should be sent to Dinely. Please email such claims to support@dinely.app.

Notice.

Dinely may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Dinely, with such notice deemed given when received by Dinely, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o Dinely, Inc.

General.

You may not assign these Terms without Dinely's prior written approval. Dinely may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Dinely's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you and Dinely, as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Dinely's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Dinely in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.