Main Services Agreement

This SevenRooms Main Services Agreement (the “Agreement”) is entered into and effective as of the latter of the signature dates on an Order Form referencing this Agreement (the “Effective Date”) between SevenRooms Inc., a Delaware corporation (“SevenRooms”) and the Client outlined on the Order Form (“Client”). 

This Agreement governs Client’s use and access to SevenRooms’ Platform and Services.

Client’s use of the Services shall be set out in one or more Order Forms, which are hereby incorporated by reference. Any terms used but not defined herein will have the meaning assigned to them in the Order Form(s). 

Please note: If the most recent Order Form that Client signed with SevenRooms was prior to June 15, 2023, the terms applicable are available at: https://sevenrooms.com/generalterms.

1. LICENSE AND RESTRICTIONS

1.1. License Grant. During the Term (as defined below), SevenRooms grants Client a limited, non-transferable, non-sublicensable license to access and use the Services as described on the Order Form(s) at Client’s Venues identified on the Order Form Venue List(s) subject to the terms of this Agreement. The license grant includes the right to make and use a reasonable number of copies of any Documentation.

1.2. Customer Obligations. Client agrees to use the Services only in accordance with this Agreement, the Acceptable Use Policy, the Documentation made available by SevenRooms, and any applicable Order Form(s). Moreover, Client is solely responsible for its use of the Service and for any Application the Client may create or integrate with using the Services; and it has understood its obligations in relation to such Application and any applicable rule or regulation. Client may be responsible for providing each authorized User of the Services with credentials to access the Services and ensuring that all Users comply with the Agreement. Client and Users must keep their Services credentials secure, and immediately inform SevenRooms of any suspected unauthorized use of the Services. Client shall securely administer the distribution and use of all of its Users’ access credentials and shall protect against any unauthorized access and shall ensure and monitor all access to and use of the Services by any User directly or indirectly by or through Client’s systems using the access credentials to ensure User compliance with the terms hereof and with the terms of use of the Services. SevenRooms may take any actions it deems reasonable, including denying access to Users or a Venue, for any breach of this Section 1.2 and Client will remain responsible for the Fees (as defined in Section 5.1).

1.3 Customer Restrictions. Except as explicitly permitted herein, Client may not, directly or indirectly: (a) modify or create derivative works of the Services; (b) decompile, reverse engineer, or translate any portion of the Services into human-readable form (except to the extent expressly allowed by applicable law); (c) rent, lease, share, distribute, or sell the Services to any third party; (d) remove, alter or deface proprietary notices or marks in the Services or Documentation; (e) disclose the results of testing or benchmarking of the Services; (f) circumvent or disable the Services’ security, copyright protection, or license management mechanisms, (g) interfere with the Services’s operation; (h) use the Services to violate the law or the rights of any third party; (i) use the Services to capture, share, process or otherwise use any party’s personal data in violation of any laws or other than in compliance with applicable frameworks with respect to personal data or the terms of this Agreement, or (j) attempt to do any of the foregoing. SevenRooms may take any actions it deems reasonable, including denying access to Users or a Venue, for any breach of this Section 1.3 and Client will remain responsible for the Fees (as defined in Section 5.1).

1.4. Additional Features. Where Add-Ons are subject to additional terms whether in the Order Form or Documentation, Client is deemed to have accepted such additional terms by accessing the Add-On. For some SevenRooms’ products and services separate Product-Specific Terms may apply available at www.sevenrooms.com/en/product-specific-terms

1.5 Beta Terms. SevenRooms may make Beta Services available which Client may, in its sole discretion, choose to use. SevenRooms may discontinue a Beta Service at any time, in its sole discretion, or decide not to make a Beta Service generally available. Any Beta Services made available to Client are strictly for testing and experimentation purposes only. Client acknowledges that, by their nature, Beta Services are provided as-is and may not perform to requirements or expectations. (a) not meet speed or performance benchmarks or expectations; (b) have gaps in functionality; and (c) contain bugs. Beta Services and any associated information are considered SevenRooms’ Confidential Information.

2. SUPPORT SERVICES

2.1. Support. SevenRooms will (a) use commercially reasonable efforts to promptly resolve issues with the Services reported through the “support” feature of the Services or by email to support@sevenrooms.com, (b) provide Client with all generally released updates to the Services, and (c) provide Client with access to standard Documentation. Additional support may be provided as set forth in the Order Form or Statement of Work.

2.2. Setup. SevenRooms will perform Setup as set forth in the Order Form. Setup includes account setup and provisioning and floorplan digitization. Services require setup, installation, and, in some cases, ongoing maintenance from both SevenRooms and Client. Setup is not included as part of Section 2.1. Client will designate a single User as Client’s project lead for Setup. Client agrees to set up the Services in accordance with onboarding instructions provided by SevenRooms and provide SevenRooms with all other reasonably requested information about the Client.

3. THIRD-PARTY MATERIAL

3.1. Third-Party Services. SevenRooms’ Services are interoperable with Third Party Services. Client and Users are responsible for complying with the applicable terms of use of all Third-Party Services and providing SevenRooms with access to Client Third-Party Service accounts as necessary in compliance with such agreements. SevenRooms is not responsible for the performance of Third-Party Services. Some Third Party Services may be governed by separate terms and conditions located at https://sevenrooms.com/en/third-party-terms-conditions which Client agrees to by entering into this Agreement. Third Party Services may set Fees which may be payable directly to Third Party by Client, or may be invoiced monthly in arrears by SevenRooms. Where Client is connected to a Third Party providing payment processing services, any processing fees are based on rates negotiated in each market by SevenRooms and/or Client and the Third Party and are subject to change.

3.2. Third-Party Content. SevenRooms makes content from third parties (including, but not limited to, reservation and payment data provided by Third-Party Services) available via the Services. SevenRooms is not responsible for the accuracy or completeness of such third-party content. SevenRooms may remove such third-party content without notifying Client in advance.

3.3. Open Source Software. Certain items of code provided with the Services are subject to “open source” or “free software” licenses (“OSS”), a list of which is available in the Documentation as necessary. OSS is not subject to the terms and conditions of this Agreement, except for this section and the disclaimers and limitations of liability. Instead, each item of OSS is licensed under the terms of the license that accompanies such OSS. Nothing in this Agreement limits Client’s rights under, or grants Client rights that supersede, the terms of any applicable end-user license for the OSS.

4. INTELLECTUAL PROPERTY

4.1. Platform and Services. SevenRooms or its licensors retain all right, title and interest in the Platform, Services, Documentation and Usage Information (as defined below), and any modifications or derivative works thereof. Client shall not have any rights other than those set forth in Section 1.1, and all rights shall inure to the benefit of SevenRooms.

4.2. Ownership. As between the parties, Client owns all right, title and interest in, and is solely responsible for Client Information. Unless otherwise instructed by Client in writing, Client Information from each Venue will be available to all Users of all other Venues, subject to the access rights of such Users. You represent and warrant that you have provided and will continue to provide adequate notices, and that you have obtained and will continue to obtain the necessary permissions and consents, to provide Guest Information to SevenRooms for processing pursuant to this Section 4.

4.3. Usage; Responsibilities. SevenRooms will store, process and use Guest Information in accordance with (i) applicable laws, (ii) its obligations herein, (iii) its Data Processing Addendum where applicable, and (iv) its Privacy Policy.. Client represents and warrants that it will store, process and use any Client Information in accordance with its privacy policy and all applicable law. Further, Client and Users may not use the Services to transmit, store, display, distribute or otherwise make Client Information available that is illegal, harmful, or offensive, including content that is defamatory, obscene, abusive, invasive of privacy, or pornographic, and SevenRooms may, in its sole discretion, remove or delete any such Client Information.

4.4. License. Client grants SevenRooms a worldwide, royalty-free, sublicensable, nonexclusive license, to use Client Information to provide the Services. Client acknowledges that SevenRooms may use aggregated, de-personalized information derived from Client Information, including Guest Information, to improve the Services, including developing new offerings, products or promotions, and for other lawful purposes. SevenRooms may have independent access to certain Guest Information (i.e., through individual sign-up with SevenRooms or other offerings or sources) or other Client Information, and nothing in this Section 4.4 limits SevenRooms’ right to use such information.

4.5. Usage Information. SevenRooms owns all Usage Information. Usage Information does not include any personally identifiable information but may include aggregated information derived from Client Information.

4.6. SevenRooms Guest Information. Client may receive Guest Information collected by SevenRooms independently. In such instances, Client shall (i) process personal data in strict compliance with the SevenRooms Privacy Policy and applicable privacy laws, (ii) provide necessary notices to Guests regarding Client’s processing of personal data in accordance with applicable laws, (iii) address Guest requests related to their personal data rights, including access, deletion, and opt-out requests, (iv) Implement and maintain appropriate physical, technical, and organizational security measures to protect personal data, (v) execute any supplemental privacy and security terms as deemed reasonably necessary by SevenRooms to ensure compliance with applicable laws, (vi) promptly notify SevenRooms of any data breaches or unauthorized access and provide the requested information regarding the incident, to the extent permitted by law, (vii) provide all reasonable assistance to SevenRooms required for compliance with its legal obligations concerning personal data.

Should Client reasonably determine an inability to fulfill any of these obligations, Client shall promptly notify SevenRooms and either cease processing the relevant Guest Information collected by SevenRooms independently or take other reasonable and appropriate remedial actions as instructed by SevenRooms.

4.6. Marks. Client grants SevenRooms a limited, non-exclusive, non-transferable, sublicensable right to use its trademarks, service marks, logos, name, branding, and equivalent identifiers (“Marks”) on the Services, in performance of the Services. Client retains all other rights in the Marks and SevenRooms’ use of the Marks will inure to Client’s benefit.

4.7. Feedback. Client grants SevenRooms a worldwide, perpetual, irrevocable, royalty-free right and license to use any ideas, recommendations or other input provided by Client or Users about the Services to SevenRooms without restriction.

5. FEES

5.1. Fees. Unless otherwise set forth in an Order Form, Client shall be responsible for payment of all fees for Services provided hereunder, on behalf of all Venues (“Fees”). All Fees will be invoiced and paid on the terms herein and as stated on the Order Form. The pricing of Fees for any renewal term of the applicable Order Form shall increase by upto 5% of the applicable pricing in the prior term, unless SevenRooms notifies Client of different pricing at least 30 days prior to the commencement of the applicable renewal term. Client agrees to pay Fees for the Term, regardless of whether Client or its Venues use the Services for the entirety of such period. Any early termination of an Order Form or this Agreement (other than due to SevenRooms’ material breach) will not relieve Client of this obligation.

5.2. Payment Options. Client may elect to have the Fees automatically deducted via accepted credit card or ACH (the “Automatic Payment Options”), at no additional charge. Client may also elect to be invoiced and make manual payments via check or wire. For credit cards or any other payment provider that SevenRooms may later accept (a “Payment Provider”), Client’s Payment Provider agreement, and not this Agreement, will govern Client’s use of the designated account. Client acknowledges that by providing its payment information for any Automatic Payment Options, Client agrees (i) that Sevenrooms may invoice and bill Client for all Fees and charges when they become due to SevenRooms without additional notice or consent and (ii) to keep such payment information up to date.

5.3. Changes. SevenRooms may change its Fees and billing practices upon written notice to Client, provided that (i) any pre-paid fees will not be affected by such change and (ii) in the event of any price increases in excess of those described in Section 5.1, Client will have thirty (30) days to reject any such change by providing a written termination notice to SevenRooms. If Client does not provide a written notice of termination within such thirty-day period, then Client will be deemed to have approved and accepted such changes.

5.4. Late Payment. SevenRooms may assess a late payment charge of one and one-half percent (1.5%) per month (or the maximum allowed by law, if less) on overdue Fees until payment is received in full. In addition, if Client fails to pay overdue Fees within five (5) days of notice that payment is late, SevenRooms may suspend its access to the Services until payment is received in full. Any payment failure that remains uncured for thirty (30) days shall constitute a material breach under Section 6.3 herein. In addition to any fees due, SevenRooms may recover charges associated with collection of any late payments, including legal fees.

5.5. Taxes. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Client is responsible for paying all Taxes associated with Client purchases hereunder. If SevenRooms has the legal obligation to pay or collect Taxes for which SevenRooms is responsible under this Section 5.5, SevenRooms will invoice Client and Client will pay that amount unless Client provides SevenRooms with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, SevenRooms is solely responsible for taxes assessable against SevenRooms based on SevenRooms’s income, property and employees.

6. TERM AND TERMINATION

6.1. Term. This Master Services Agreement will commence on the Effective Date and will terminate upon the lapse without renewal or other termination of all Order Forms entered into hereunder (the “Term”).

6.2. Subscription Term. The initial term of each subscription to the Services will be described in the applicable Order Form (the “Subscription Term”). Except as otherwise described in an Order Form, subscriptions for each Service will automatically renew for additional periods equal in length to the expiring Subscription Term (each, a “Renewal Term”) unless either party provides notice of non-renewal at least 90 days prior to commencement of the next Renewal Term. For the avoidance of doubt, closure of any Venue for any reason, sale, or change of ownership of any Venue shall not create a permissible cause for termination of the Agreement or any associated Order Form.

6.3. Termination for Material Breach.  Either party may terminate this Agreement or an Order Form for a material breach of the other party that remains uncured for thirty (30) days’ after the breaching party’s receipt of a written notice of such breach. SevenRooms may terminate this Agreement at any time, by written notice to Client, if Client delays or otherwise impedes setup of the SevenRooms Services or delays scheduling a start date as set forth on the Order Form. SevenRooms may additionally suspend the provision of Services if in the reasonable judgment of SevenRooms, Client’s Venues or Users are acting in a manner that would create material risk to SevenRooms.

6.4. Effects of Termination. Upon expiration or termination of the Agreement or an Order Form, (a) Client’s license to the Services will terminate and Client will stop using the Services and remove or destroy any copies of the Documentation in its possession; and (b) each party will return or destroy any Confidential Information of the other party in its possession, except for Confidential Information of Client that SevenRooms is required by applicable law to retain or that it has archived on back-up systems. Sections 1.2, 1.3, 4, 5, 6.4, 7, 8.2, and 9 through 11 will survive termination of expiration of this Agreement.

7. CONFIDENTIALITY

7.1. General. “Confidential Information” means non-public or proprietary information in any form disclosed by or on behalf of either party that (a) is marked or identified as “confidential” or with a similar designation, or (b) by its nature or the circumstances of its disclosure ought reasonably to be treated as confidential. The Services, Documentation, and Usage Information is Confidential Information of SevenRooms; Client Information is Confidential Information of Client. Each party may have access to the other party’s Confidential Information as a result of this Agreement. Confidential Information is the sole property of the disclosing party. Each party will additionally treat the terms of this Agreement as Confidential Information.

7.2. Use. Each party will: (a) only use Confidential Information to fulfill its obligations hereunder; (b) only provide access to Confidential Information on an “as-needed” basis to its personnel, agents, and/or consultants who are bound by obligations as restrictive as this Section 7.2, and (c) maintain Confidential Information using methods at least as protective as it uses to protect its own information of a similar nature, but in no event using less than a reasonable degree of care.

7.3. Exceptions. Confidential Information does not include information that is: (a) publicly available when disclosed or becomes publicly available other than as a result of recipient’s breach of its obligations hereunder; (b) rightfully learned by recipient from entities not bound to keep such information confidential, (c) independently developed by recipient without reference to any Confidential Information of the other party; or (d) approved for unrestricted disclosure by the disclosing party in writing. In addition, a recipient may disclose the other party’s Confidential Information as required by court order or applicable law (provided that, to the extent legally permissible, the recipient promptly notifies the other party of such requirement and cooperates with the other party’s reasonable efforts to prevent or limit the scope of such disclosure, at the other party’s expense).

8. WARRANTIES AND DISCLAIMERS

8.1. Warranty. Each party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, organization or chartering; (b) it has the right, power and authority to enter the Agreement and to grant the rights and licenses granted hereunder and to perform all of its obligations hereunder; (c) the execution of any Order Form(s) incorporating this Agreement by its representative whose signature is set forth therein has been duly authorized by all necessary corporate or organizational action of the Party; (d) when any Order Form incorporating this Agreement is executed and delivered by both Parties, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (e) it will abide by all applicable laws and regulations, use of end user data and the products and services offered by each Party in connection with the Agreement.

8.2. Disclaimer. ASIDE FROM THE LIMITED WARRANTY IN SECTION 8.1, SEVENROOMS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, OR THE SERVICES. SEVENROOMS PROVIDES THE PLATFORM ON AN “AS-IS” BASIS AND DOES NOT WARRANT THAT THE PLATFORM OR ANY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. SEVENROOMS MAKES NO WARRANTIES AND WILL HAVE NO LIABILITY FOR ANY BETA SERVICE OFFERINGS, CLIENT APPLICATION OR THIRD PARTY SERVICES WHATSOEVER.

9. INDEMNIFICATION

9.1. SevenRooms Indemnity. SevenRooms will indemnify Client (and its Affiliates and their shareholders, directors, employees and other agents) against any loss or damages arising from any claim brought by a third party that the Services, as used by Client strictly in accordance with the Documentation and this Agreement, infringes the intellectual property rights of such third party. If the Services or any of its components is found to infringe the rights of any third party, SevenRooms will (in its sole discretion) either (a) procure the right for Client to continue to use the Services; or (b) modify the Services to be non-infringing without materially diminishing its functionality. If neither (a) nor (b) is commercially reasonable, SevenRooms may terminate the Agreement upon at least thirty (30) days’ prior written notice and refund to Client any unused, prepaid Fees. SevenRooms will have no liability if the actual or alleged infringement results from (w) Client’s breach of the Agreement, (x) Client’s modification or alteration of the Services, or (z) use of the Services in a manner or in connection with Client's Application or a product or data not contemplated by this Agreement. This Section 9.1 sets forth Client’s sole remedy, and SevenRooms’s entire liability, with respect to any indemnifiable claim.

9.2. Client Indemnity. Client will indemnify SevenRooms (and its Affiliates and their shareholders, directors, employees and other agents) against any loss or damages arising from any claim arising out of (i) Client’s use of the Services or Documentation in any manner not expressly permitted hereunder including Sections 1.2 and 1.3 or inconsistent with the Documentation, (ii) Client’s use of any Client Information or Guest Information, and/or (iii) Client’s Application, its business, or services in any way (including but not limited to claims arising from Client’s guests and/or any violation of any applicable law or regulation), except to the extent that such claim is indemnified by SevenRooms under Section 9.1 above.

9.3. Indemnification Procedure. Each Party’s indemnity obligations are subject to the following: (i) the indemnified Party will promptly notify the indemnifying Party in writing of the applicable claim; (ii) the indemnifying Party will have sole control of the defense and all related settlement negotiations with respect to the claim (provided that the indemnifying Party may not settle or defend any claim unless it unconditionally releases the indemnified Party of all liability); and (iii) the indemnified Party will reasonably cooperate to the extent necessary for the defense of such claim.

10. LIMITATION OF LIABILITY

10.1. Disclaimer; Limits. SUBJECT TO SECTION 10.2, (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUES, GOODWILL OR LOST DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) SEVENROOMS HAS NO LIABILITY WITH RESPECT TO THIRD-PARTY SERVICES, INCLUDING ANY ACTS, OMISSIONS, BREACHES, OR OTHERWISE BY SUCH THIRD-PARTY; AND (C) IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF A PARTY, TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CLIENT UNDER THE AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM.

CLIENT ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SERVICES FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF SEVENROOMS WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. SEVENROOMS HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CLIENTS WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT.

10.2. EXCLUSIONS. THE LIMITATIONS IN SECTION 10.1 WILL NOT APPLY TO (A) A PARTY’S INDEMNIFICATION OBLIGATIONS; (B) CLIENT OR ITS AFFILIATES’ FAILURE TO PAY FEES; OR (C) CLIENT’S BREACH OF SECTION 1.2 OR 1.3.

11. GENERAL

11.1 Affiliates. A Client’s Affiliates may use the Services in accordance with the terms of this Agreement. Client represents and warrants that it has the authority to bind its Affiliates in this manner. Client and its Affiliates will be jointly and severally liable for the acts and omissions of such Affiliate in connection with this Agreement and such Affiliates use of the Services. Only Client is authorized to make a claim against SevenRooms on behalf of its Affiliates. Moreover, a SevenRooms Affiliate may provide the Services, or a portion thereof, to Client or its Affiliates in accordance with this Agreement. SevenRooms will remain responsible for the Services of its Affiliate and not be relieve of obligation. Moreover, an Affiliate of SevenRooms may bill Client or its Affiliates.

11.2. Dispute Resolution; Arbitration. The parties agree that, except for any action arising out of (i) a party’s breach of its confidentiality obligations hereunder, (ii) a party’s misappropriation or infringement of the other party’s intellectual property; or (iii) Client’s failure to pay Fees, any dispute, claim or controversy arising out of or relating in any way to the Services and this Agreement will be determined by binding arbitration or in small claims court (if applicable and the at the choosing of the party bringing the action). In executing this Agreement, Client agrees that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that the parties are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of Client’s use of the Services.

11.3. Class Action Waiver. The parties agree that each may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both parties agree otherwise, the arbitrator may not consolidate more than one person’s claims with its claims and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

11.4. Governing Law and Venue. The Agreement will be governed by and interpreted in accordance with the laws of the State of New York. The parties irrevocably consent to the jurisdiction of the state and federal courts located in New York County, New York for any action arising out of the Agreement.

11.5.  Independent Contractors. The parties are independent contractors and the Agreement does not create a partnership, joint venture or agency relationship between them. Neither party will represent that it has the power to bind the other.

11.6. Waiver; Severability. A party’s failure to enforce a provision of this Agreement will not waive its right to enforce a subsequent breach of that or any other provision. A court’s or arbitrator’s determination that any provision of the Agreement is invalid will not affect any other provisions. In the event of invalidity or unenforceability, the arbitrator or court shall undertake to interpret (and if necessary modify) the contract so as to effect the original intent of the parties as closely as possible.

11.7. Attribution; Publicity. SevenRooms may list Client as a client on the SevenRooms website and in its marketing materials, press releases, public relations materials, news releases, public announcements, advertising or other such publicity and may use Client Marks to do so consistent with Client’s style guidelines. The parties may agree to additional marketing efforts (i.e., references, testimonials, case studies, events) in writing.

11.8. Assignment. Neither party may assign the Agreement without the other party’s prior written consent, except if there is a merger, consolidation or sale of all or substantially all of a party’s stock or assets and provided that the assigning party provides written notice to the other promptly following any such assignment. Nothing contained herein shall relieve Client or any successor of the payment obligations hereunder.

11.9. Force Majeure. Except for payment obligations, neither party will be liable for a failure to perform its obligations under the Agreement as a result of events beyond its reasonable control that can’t be mitigated by the exercise of due care.

11.10. Notices. All legal notices related to this Agreement will be in writing and sent via overnight courier requiring signature on delivery to the party’s address specified on the Order Form. Operational communications, updates to this Agreement, including changing a party’s notice address, may be delivered by email.

11.11. No Third-Party Beneficiaries. This Agreement does not confer any benefit on any third party (including, but not limited to, Users, Guests, or Affiliates) unless expressly stated otherwise.

11.12. Entire Agreement; Amendment. The Agreement (including the Order Forms and all other attachments) is the entire agreement of the parties with respect to its subject matter. SevenRooms may update this Agreement and will provide Client with written notice of any material updates at least thirty (30) days prior to the date the updated version is effective, unless such material updates result from changes in laws, regulations, or requirements from critical service providers. The updated Agreement will be available at www.sevenrooms.com/en/msa and notices for material updates will be given in accordance with Section 11.11. Client’s continued use of the Services on or after the date the updated version of this Agreement is effective and binding constitutes Client’s acceptance of the updated version of this Agreement. If Client does not agree to the updated version of this Agreement due to the updates causing a materially adverse impact in its ability to utilize the Services then Client may provide 30 days notice to terminate the Agreement irrespective of the Term without any liability for further Fees beyond the date of termination.

11.13. Execution. The Agreement takes effect upon the Effective Date, and this Agreement and any Order Forms and other appended documents may be executed in any number of counterparts, by digital signature, by a scanned signature page in a format such as PDF, or via a recognized electronic consent method. All signature pages or equivalents will be deemed an original, and all of which taken together will constitute a single agreement.

11.14 Interpretation. For purposes of this Agreement: (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (f) to sections, exhibits, schedules, attachments and appendices mean the sections of, and exhibits, schedules, attachments and appendices attached to, this Agreement; (g) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (h) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. The term “Affiliate” as used herein means an entity controlled by, controlling, or under common control with a party hereto, where “control” is defined as (i) the ownership of at least fifty percent (50%) of the equity or beneficial interests of such entity; (ii) the right to vote for or appoint a majority of the board of directors or other governing body of such entity; or (iii) the power to exercise a controlling influence over the management or policies of the entity.

12. Definitions

“Acceptable Use Policy” means the SevenRooms Acceptable Use Policy available at: www.sevenrooms.com/en/aup

“Add-On” means an optional Service feature available for an additional fee or otherwise subject to additional terms that will be communicated by SevenRooms and agreed to by Client by entry into a new Order Form or by an amendment to an existing Order Form. Add-Ons may include integrations to Third-Party Services, or guest loyalty and reward programs that may include a brand sponsorship component.

“Application” means any software application or other products and services provided by Client and utilized in connection with Client’s use of the Services. Applications include sources from which Client may retrieve data or choose to transmit data using the Services.

“Beta Service” means Services that are identified as alpha, beta, not generally available, limited release, developer preview, or any similar Services offered by SevenRooms.

“Client Information” means information relating to a Venue or Guests of a Venue that is uploaded by Users to the Services, or otherwise provided by Client to SevenRooms under this Agreement, including but not limited to, Guest Information, Venue photographs, floor plans, table configurations and other designs.

“Data Protection Addendum” means the SevenRooms Data Protection Addendum available at www.sevenrooms.com/en/dpa

“Documentation” means documents, links, text etc., describing the Services functionality or related requirements provided by SevenRooms to Client.

“Guest” means an individual that Client seeks to engage in a commercial relationship via reservations or services at Client’s Venues, whether or not, through the SevenRooms Service.

“Guest Information” means without limitation, any names and contact information of Venue Guests, the date and time of reservations, purchases, payment information, Guest preferences, Venue notes on Guests, Guest allergies and reservation details of such Guests. This may include personal data, personal information, personally identifying information (and like phrases as may be used in any laws, rules, or regulations relating to data privacy or protection) of a Guest.

“Order Form” means an ordering document between Client and SevenRooms that specifies mutually agreed upon rates for certain Services and any related commercial terms.

“Platform” means the SevenRooms SaaS-based reservation and guest experience platform along with all access, integration, and user-facing components.  

“Privacy Policy” means the SevenRooms Privacy Policy available at: www.sevenrooms.com/en/privacy-policy

“Services” means SevenRooms’ products, professional services, documentation, and Platform accessed by a Client or specifically included an Order Form.

“Setup” means configuration and implementation services for each Venue as identified in an Order Form.

“Statement of Work” means an agreement that outlines integration or implementation work between Client and SevenRooms

“Third Party Services” means any products, services, or software components that are purchased by you either from SevenRooms or not, but provided, or otherwise made available, by a third party (i.e., a party other than SevenRooms). Third Party Services are governed by a separate agreement between you and the third-party provider.

“Usage Information” means all data regarding installation, registration, and use of the Services, and data related to Services performance, including response times, load averages, usage statistics, and activity logs.

“User” means any user of the Services whether employee, contractor, third party including any integration partner that Client may provide with access to the Services, Platform or any other associated SevenRooms product thereof. 

“Venue” means a Client property, restaurant, hospitality site, or other similar commercial entity that is able to leverage the SevenRooms Service.