All
references to "you" and "your" are
deemed to refer to any user and/or
visitor of www.dinedesk.com ("Site")
operated by us.
Any use by
you of the Site is conditional upon your
acceptance of these Terms &
Conditions, including our Privacy
Policy. Your continued use of the Site
will be deemed acceptance of these Terms
& Conditions, including our Privacy
Policy.
IF YOU DO NOT
ACCEPT THESE TERMS & CONDITIONS,
PLEASE LEAVE THE SITE NOW.
Any use by
you of the DineDesk system is
conditional upon your acceptance of
these Terms & Conditions, including
our Privacy Policy. Your continued use
of the Site will be deemed acceptance of
these Terms & Conditions, including
our Privacy Policy.
Upon
payment of theLicense
Fee, as set forth below,
DineDesk grants to the Customer a
limited, non-transferable license to use
DineDesk's proprietary software at its
premises, that is used to provide the
DineDesk Restaurant System, solely for
Customer's or Customer's subsidiary's
own use on that equipment unit which
runs the DineDesk Software Products (the"License")."DineDesk
Restaurant System"shall mean the
provisioning of the proprietary
restaurant online reservation, Guest
Management and table management
services, tools and offerings that are
comprised, without limitation, of the
DineDesk Software.
Customer
acknowledges that the License shall not
be construed to convey any rights or
proprietary interests in the Software
Products to Customer, other than the
License as specified herein.
Notwithstanding the above, upon prior
written notice to and approval by
DineDesk, Customer shall have the right
to transfer the Software Product(s) only
to a subsidiary, affiliate or operating
division of Customer, under the same
terms and conditions as set forth in
this Agreement.
Customer
agrees that Dine Desk can use Customer's
or Customer's subsidiary's name and logo
for marketing purposes as in its
marketing documents, marketing
literature, brochures, websites, press
releases, paper prints or any other
format.
Customer
understands that the feature set or
usage of product is limited to the
product features as are listed on the
DineDesk website.
This Agreement shall be deemed effective upon activation of customer license (the"Effective Date). The License shall continue in accordance with div 3.1 below, unless terminated as follows: 1) Customer gives 90-day notice that it wishes to terminate the contract; 2) Customer fails to comply with its obligations as set forth herein and such failure continues from Fifteen (15) days after receipt of notice from DineDesk, then DineDesk may immediately and without notice terminate the License, require the immediate return to DineDesk of all Software Products and all Licensee (and Licensee's sub-licensees, subsidiaries, affiliates, operating divisions and all other related parties) access and exercise any other remedy existing at law or in equity.
3.1
Continued payment of the License Fee, as
set forth below (collectively, the"Fees"),
shall entitle the Customer to the
License and DineDesk's normal
maintenance and support, including
server maintenance for table management
services and reservations services and
any additional support, whether
technical or otherwise, that may be
required by the Customer within a
24-hour turn-around time on business
days, and provide and make available to
the Customer updates, revisions and
releases of the Software Products for
such Software Products (the"Maintenance")
as long as the subscription is active.
3.2 License
Fees.Customer shall pay,
by "payment methods" agreed during
subscription signup. Customer shall pay
this License Fee regardless of the
amount of Customer's use of the Software
Products. Payment is due within 15 days
of the issue of an invoice.
3.3 Payment
Methods.Customer shall
pay to Dine Desk by cheque or wire
transfer in favor of to "Dine Desk
Hospitality Solutions Pvt Ltd".
3.4 Non
Payment.If Customer does
not pay for charges when due and
nonpayment continues for fifteen (15)
days after notice by DineDesk, then
DineDesk may at its sole discretion
declare all unpaid charges and fees
immediately payable, and immediately
terminate the License and this
Agreement.
3.5 Currency.Customer
shall pay all Fees in Indian Rupees
("INR"), such that DineDesk shall
receive all Fees as specified in this
Agreement net of all monetary exchange
costs. To the extent that Customer does
not pay in any other currency and
DineDesk is required to exchange the
Fees from an alternate currency into
INR, Customer shall pay all fees
associated with such exchange.
3.6 Integrations
or additional features.Customer
shall use the Dine Desk products on as
is basis. In case any modifications,
integrations with other systems or
additional features are needed, customer
will pay Dine Desk an amount that is
negotiated and approved by both
parties.. The decision to undertake the
enhancements will purely lie with Dine
Desk.
4.1 that
all copies of Software Products provided
by DineDesk, in any form, are and remain
the property of DineDesk or its
licensor. Customer (i) has no right,
title or interest in the Software
Products except as stated herein, (ii)
shall not sell, transfer or otherwise
make available the same administrative
access to Software Products to others
except as set out in 1.2 to the
Customer's subsidiary, affiliate or
operating division, and (iii) shall take
any action necessary with its employees
who are permitted access to each
Software Product to satisfy its
obligations;
4.2 to keep
confidential Software Products
containing trade secrets and that this
obligation survives termination of this
Agreement;
4.3 not to
reverse assemble or decompile any
Software Product in whole or part;
4.4 to pay
DineDesk for services necessitated by
Customer's failure, or by the failure of
those to whom Customer grants access to
the Software Products, to utilize
current Software Product releases;
4.5 to
determine the appropriate use and
limitations of each Software Product;
4.6 that
existing artwork or images that the
Customer may want to include in the
Customer's project may be protected
under copyright law. The unauthorized
incorporation of such material into the
Customer's new work could be a violation
of the rights of the copyright owner. It
shall be the sole responsibility of the
Customer to obtain any permission
required from the copyright owner.
DineDesk shall not be liable for any
violation by the Customer of any
copyrights or other protected
intellectual property;
4.7 that the
Customer shall have the license to use
the "DINEDESK" trademark for the limited
purpose of featuring the trademark in
the application and at all web landing
pages and software screens relating to
the DineDesk Restaurant System as
integrated as part of theCustomer's
product and service offerings, shall be
included within the License. Customer's
website home page will not be required
to contain any reference to"DINEDESK" or
any of its trademarks or logos. Any
notifications sent by the DINEDESK
system that is licensed by the customer
shall not be required to contain the
"DINEDESK" trademark. Following the
termination of this Agreement, such
trademark license shall terminate and
the Customer shall immediately cease all
use of such DineDesk trademarks.
4.8 that
DineDesk will provide access to their
existing web-based login to access the
DineDesk system from the customer's
website. The Customer will provide
identifying graphics and/or text
information to be integrated into the
site. The site will present identity,
links and contact information exclusive
to Customer.
4.9 DineDesk
reserves the right, without prior
approval from or notice to the Customer,
to make changes to the Software Products
and to substitute Software Products and
related materials reflecting those
changes provided the Software Products
delivered substantially conforms to the
new specifications and does not remove
any materially important functionality
existing in the Software Products prior
to the introduction of the new
specifications.
The customer wishing to cancel subscription to Dine Desk services can do so by sending a request to support@dinedesk.com. The services will be immediately cancelled and refund policy will apply.
The subscription will be cancelled with in 3 days of getting notice from customer. If the customer has paid the subscription charges in advance, they will be refunded back within 15 days either by payment mode convenient to Dine Desk. The refund will be calculated after deducting the service charges applicable for transaction of refund. The subscription charges for the tenure before the cancellation request cannot be refunded.
The Customer shall have all things in readiness for the Initial Integration, including, but not limited to, prerequisite software, equipment, connections and facilities for installation at the time the Software Products are delivered. In the event the Customer shall fail to have all things in readiness for installation on the scheduled Initial Integration date, the Customer shall reimburse DineDesk for any and all expenses caused by the Customer's failure to have things in readiness, unless the Customer has notified DineDesk at least seven (7) business days prior to the scheduled Initial Integration date.
Any service that is outside the scope of this Agreement may be provided, as available, in accordance with DineDesk's then current terms, conditions and charges.
Customer
acknowledges and agrees that any and all
information emanating from the
DineDesk's business in any form,
including, but not limited to, Data (as
defined below) is"Confidential
Information," and Customer agrees that
it will not, during or after the term of
this Agreement, permit the duplication,
use, or disclosure of any such
Confidential Information to any person
(other than an employee, agent or
representative of the other party who
must have such information for the
performance of its obligation hereunder
or in the execution of the duties of his
or her employment), unless such
duplication, use or disclosure is
specifically authorized by DineDesk in
writing. Customer shall use reasonable
diligence, and in no event less than
that degree of care which Customer uses
in respect to its own confidential
information of like nature, to prevent
the unauthorized disclosure or
reproduction of such information.
Without limiting the generality of the
foregoing, to the extent that this
Agreement permits the copying of
Confidential Information, all such
copies shall bear the same
confidentiality notices, legends, and
intellectual property rights
designations that appear in the original
versions.
For the
purposes of this div, the term
"Confidential Information"
shall not include: information which is
in the public domain; information known
to Customer as of the date of this
Agreement, unless Customer agreed to
keep such information in confidence at
the time of its receipt; and information
properly obtained hereafter from a
source who is not under an obligation of
confidentiality with respect to such
information. The provisions of this div
7 shall survive termination or
expiration of this Agreement.
The Parties hereby agree that Customer shall have ownership of all information and data regarding the customer's guests, generated in connection with the DineDesk Restaurant System (including names, addresses, usernames and passwords) and the advertising content secured thereby (collectively, the " Data). Each party shall provide access to all Data to the other party on an ongoing basis. The Customer agrees to use Data, subject to DineDesk's privacy policy, during the Term (i) for the sole purpose of enabling the Customer to provide the DineDesk Restaurant System pursuant to the terms of this Agreement, including permission for the Customer to store such Data in its databases as necessary to provide the DineDesk Restaurant System during the Initial Term and any Renewal Term and (ii) in aggregate statistical data form (e.g., number of impressions, number of clicks, demographics, timing of reservations, seating times, reservation times. Under no circumstances would the guest data from other customers shall be shared to you or vice versa.
The Customer shall indemnify, defend and hold harmless DineDesk and its equity holders, directors, officers, employees, agents and affiliates (each of the foregoing, a "DineDesk Indemnified Party" ) from and against, and shall reimburse DineDesk for, any and all losses that have been suffered or incurred by DineDesk and that have resulted from, or been occasioned by, (i) any breach or alleged breach by the Customer of any of its representations, warranties, covenants and other agreements set forth herein, or (ii) any injury to or death of any person, including the Customer's employees and agents, or damage to or destruction of any property of either Party hereto, or third parties or their property in any manner arising out of or by reason of the performance of this Agreement on the part of the Customer and/or its employees or agents, or as a result of any act or omission, negligent or otherwise, of the Customer, except to the extent such injury, damage, destruction and/or loss is a result of the negligence or willful misconduct of DineDesk, its officers, directors, agents and/or employees.
WE AND/OR OUR DIRECTORS, EMPLOYEES, AGENTS AND/OR CONSULTANTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL INJURY, LOSS OR DAMAGES WHICH MIGHT ARISE FROM YOUR USE OF, OR RELIANCE UPON, ANY MATERIAL OR CONTENT CONTAINED IN, OR INABILITY TO USE, AND/OR UNLAWFUL ACTIVITY ON, THE SITE AND/OR ANY LINKED THIRD PARTY WEBSITE.
DineDesk
represents and warrants that all
Software Products shall substantially
conform to the Software's features list
on website. The Customer's exclusive
remedy and DineDesk's entire
responsibility under this warranty shall
be to use reasonable efforts to correct
or replace, at no additional charge to
the Customer, any part of the Software
Products found to be defective.
DineDesk
further warrants that any Services
provided by DineDesk under this
Agreement shall be performed in a fully
workmanlike manner and in accordance
with the prevailing professional
standards of the software industry.
DINEDESK FURNISHES THE ABOVE WARRANTIES
IN LIEU OF ALL OTHER WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING
WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
DineDesk does not warrant that the
operation of the Software Products will
be uninterrupted or free of errors. In
the event DineDesk's servers are down
for more than one (1) hour in any day,
except for scheduled and normal outages
necessary for upload and installation of
upgrades and patches (for which,
DineDesk will provide the Customer with
at least twenty four (24) hours advance
notice), the Customer shall not be
charged shall receive a credit for such
day's pro-rata License Fee. Any and all
warranties shall be void if the Software
Products have been modified without
authorization by DineDesk or if
installed on or used with equipment by
the Customer which does not meet the
minimum requirements necessary for
proper operation as set forth by
DineDesk. DineDesk shall not be liable
for any failure or delay in performance
due to any cause beyond its control and
has no obligation arising out of the
abnormal use of any item, site
conditions not conforming to DineDesk's
specifications, or any causes external
to any item, including but not limited
to accident, acts of God, fire or water
damage, criminal conduct, neglect, acts
of war, riots, strikes, lightning,
electrical disturbances or other similar
causes.
14.1
Assignment. The
Customer may assign this Agreement in
whole or part only with the prior
written consent of DineDesk. DineDesk
may assign this Agreement in whole or
part and all or part of the payments to
the extent that DineDesk's obligations
to the Customer are not affected.
DineDesk shall notify Customer of any
such assignment and, upon request of
assignee, Customer shall pay assignee
directly for all payments assigned.
Assignee will be entitled to assert all
assigned rights but will not be
obligated to Customer for any of
DineDesk's obligations, and Customer
agrees that any claim by way of
abatement, defense, counterclaim or the
like will not be asserted against
assignee.
14.2
Amendments, Modifications or
Supplements.
Amendments, modifications or supplements
to this Agreement shall be permitted,
provided: (1) changes shall be in
writing signed by the authorized
representatives of both parties; (2)
changes shall reference this Agreement
and identify the specific articles or
divs contained herein which are amended,
modified or supplemented; (3) changes
shall not adversely affect vested rights
or causes of action which have accrued
prior to the effective date of such
change.
14.3
Governing Law. The
validity, construction, interpretation
and performance of this Agreement shall
be governed by and construed in
accordance with the domestic laws of the
Hyderabad, India, without regard to its
conflicts of laws principles and the
parties hereto irrevocably submit to the
jurisdiction and venue of the courts of
Hyderabad, India to resolve any dispute
arising hereunder or related hereto.