PRODUCT AND SERVICE-SPECIFIC TERMS
A. ONLINE ORDERING CONNECTION PLATFORM TERMS AND CONDITIONS
1. The Service Generally; Limitations. The Online Ordering Connection Platform facilitates online ordering by Client’s guests for Client’s delivery of its food, beverage and related products to its guests’ homes, offices or other venues. Client acknowledges and agrees that SevenRooms is merely providing a technology for online ordering by Client’s guests for the purpose of Client’s provision of delivery services, either by itself or via a so called “last mile” delivery services providers that actually deliver the products to guests (each a “Delivery Provider”). For clarity, this means that SevenRooms is not a product delivery provider. Therefore, Client understands and agrees that it retains sole responsibility for its delivery services, its delivered food, beverage and other products and its end user experience, including any associated complaints, issues or liability arising therefrom. For clarity, the foregoing means that, except for SevenRoom’s limited warranty described above, SevenRooms shall have no liability to Client in relation to Client’s delivery business.
2. Client Obligations. Client will make items available for purchase through the Online Ordering Connection Platform (“Available Items”) during its normal business hours and ensure the Available Items menu is accurate. Client will conduct its delivery and general business in accordance with all laws and regulations, including but not limited to those concerning its preparation, handling, storage, labeling, marketing and sale of food and alcohol (but see “Alcohol” below for additional alcohol-related terms). Client represents and warrants that (i) all nutritional information for Available Items, including calorie count or allergen information, that is made available through the Online Ordering Connection Platform is, and at all times will remain, accurate, (ii) it will not sell or deliver any Available Items that are regulated products, such as alcohol, cannabis, drugs or otherwise, if any, other than in accordance with all laws and regulations, to appropriately screened customers, (iii) Client will not use the Online Ordering Connection Platform to offer any of the following Available Items: any products that it is not legally permitted to offer people or animals of any size, illegal items, fragile items, dangerous items (like weapons, explosives, flammables, etc.), stolen goods, items containing endangered species or any items that Client does not have permission to send, (iv) Client will review and stay in good standing under the terms of any of the Delivery Providers that it connects with hereunder.
3. Alcohol Delivery Terms.
a. CLIENT REPRESENTS, WARRANTS AND COVENANTS TO SEVENROOMS THAT IT WILL NOT, SELL AND DELIVER ALCOHOL UTILIZING THE ONLINE ORDERING CONNECTION PLATFORM OTHER THAN IN ACCORDANCE WITH THESE ADDITIONAL ALCOHOL DELIVERY TERMS, WHICH INCLUDE ANY ALCOHOL-RELATED TERMS.
b. Any sales of alcohol by Client (including via any Delivery Partner may only be conducted by Client in accordance with all laws and regulations pertaining to Client’s jurisdiction and third-party contracts. CLIENT SHALL BE SOLELY RESPONSIBLE FOR ENSURING THE FOREGOING, INCLUDING BUT NOT LIMITED TO (I) DETERMINING WHETHER ALCOHOL SALES ARE PERMITTED, (II) ENFORCING ANY LIMITATIONS RELATING TO PERMITTED SALES, (III) CONDUCTING ANY AGE VERIFICATION OR OTHER SCREENING OF CUSTOMERS RELATING TO SUCH SALES, AND (IV) ENSURING ANY DELIVERY PROVIDER SERVICES THAT IT ENGAGES (VIA THIS SERVICE OR OTHERWISE) PERFORM THEIR DELIVERIES IN ACCORDANCE WITH ALL OF THE ABOVE THEIR OWN TERMS AND CONDITIONS.
4. Additional Client Indemnity. In addition to any indemnity obligations that may arise under the SevenRooms MSA, Client will indemnify and hold harmless SevenRooms (and its affiliates and their shareholders, directors, employees and other agents) against any loss or damages, including but not limited to any attorneys’ fees or other court or enforcement related expenses, arising from any claim arising out of (i) Client’s use of the Online Ordering Connection Platform, including any claims by any of Client’s end user customers (ii) Client’s business or services violating these terms or any applicable statute or regulation, in any way and/or (iii) any claim arising out of the actions of any Delivery Provider or other party that Client may engage as part of its use of the Online Ordering Connection Platform.
5. Client Marketing. If Client chooses to utilize marketing services through the Online Ordering Connection Platform product and related Services, Client grants SevenRooms permission to access its client database and CRM tool for the purpose of obtaining customer information and communicating with Client’s customers via email or other social marketing.
B. CONTACTLESS ORDER AND PAY SERVICE TERMS AND CONDITIONS
1. SevenRooms Obligations; Disclaimer. The Contactless Order and Pay Service or “COAP Service” provides an on-premise ordering solution for Venue consumer guests that is intended to allow guests to order and pay for their Venue meals and services utilizing their personal mobile devices. However, Client acknowledges and agrees that SevenRooms is merely providing a technology to assist with Venue guests’ ordering and payment. Therefore, Client understands and agrees that it retains sole responsibility for its personnel, services and its food, beverage and other products, including the entirety of its end user experience and any associated complaints, issues or liability arising therefrom. For clarity, the foregoing means that, except for SevenRoom’s limited commitment to provide the Platform as set forth in the Agreement, SevenRooms shall have no liability to Client in relation to Client’s delivery business.
2. System Requirements; Additional Costs. The ability of Client to implement and utilize the COAP Service, in whole, or in part (and/or at a degraded level) may be made contingent upon its acquisition and integration of certain hardware and/or software applications, which shall be set forth in an applicable Order Form and may be updated from time to time. In addition, the COAP Service may perform better when integrated with certain third-party systems, such as POS (e.g. Toast), QR code generators and payment processors (e.g. Stripe). Depending upon Client’s integrated systems, Client may be required to purchase additional hardware (such as printer boxes) and Client may require or request Venue specific implementation services. Any additional hardware costs or implementation services will (i) be set forth in an applicable Order Form and (ii) may be subject to additional fees stated thereon.
3. User Messaging; User Requirements. To properly communicate the COAP Service functionality to Venue Users, Venue may be required to place specific signage and materials prominently at user tables and other key areas. Unless stated otherwise in any Order Form, (i) all such signage shall be subject to SevenRooms’ prior approval and (ii) at Venue’s own cost. Venue users will also be required to provide payment information for each transaction. In addition, Venue users may only be able to access the COAP Service via certain compatible mobile devices, utilizing certain supported payment applications and products. Users may also be required to register for the service and/or agree to additional terms and conditions of use, from SevenRooms and/or via the user’s third-party payment processing provider. Users will also need to properly utilize the QR code or NFC functionality supported by their device, in accordance with the instructions provided by Venue and within the device via the service.
C. TRANSACTIONAL TEXT MESSAGES
1. Text Message Usage. SevenRooms allows Clients the option to send guest communications such as reservation confirmation information, waitlist entry or status, and to communicate in free form (each, a “Transactional Text Message”) whether for transactional or marketing purposes. Transactional Text Message usage is subject to SevenRooms’ Acceptable Use Policy, available at www.sevenrooms.com/en/aup.
2. Transactional Text Message Fees. The following limits apply to the number of Transactional Text Messages that may be sent monthly per Venue:
Country
# Of Month Messages for Essentials Customers
# Of Month Messages for Growth Customers
# Of Month Messages for Premium Customers
United States
15,000
18,750
22,500
Canada
10,000
12,500
15,000
Australia
5,000
6,250
7,500
United Kingdom, Portugal, Switzerland
2,500
3,100
3,750
Singapore, Sweden
1,750
2,150
2,600
France, Puerto Rico
1,500
1,850
2,250
Hong Kong, Denmark, Italy, Spain
1,250
1,550
1,850
Netherlands, Germany, Ireland, Norway, Chile, Hungary, Malaysia, Belgium, Czech Republic, Estonia, Austria
1,000
1,250
1,500
If your country is not listed here please reach out to your SevenRooms representative.
A “Message” is defined as one SMS Segment, which is 160 characters, or upto 70 characters if the message contains one or more Unicode characters (such as emojis or special characters).
Additional Transactional Text Messages will be charged by SevenRooms on a country-specific basis at its then-current local rate card.
D. TEXT MARKETING
Usage of SevenRooms’ Text Marketing product, like with any SevenRooms marketing product, is subject to compliance with the Main Services Agreement, Data Processing Addendum, Acceptable Use Policy, and applicable Documentation. By utilizing our Services, you acknowledge and agree that you are solely responsible for adhering to all applicable policies, regulations, and legal requirements. SevenRooms accepts no liability or responsibility for any damages arising from your use of the Services, including but not limited to your non-compliance with policies or regulations. SevenRooms reserves the right to suspend or terminate our provision of the Services if we reasonably believe there to be a violation of any of the aforementioned. Please also review the Twilio terms linked under our Third Party Terms, as the service provider of our Text Marketing product.
A MMS is 1600 characters.
Tier Limits Table:
Tier
# of MMS/Month
Tier 1
3,000
Tier 2
6,000
Tier 3
12,000
Tier 4
18,000
Tier 5
24,000
Tier 6
30,000
Tier 7
36,000
Tier 8
42,000
Tier 9
48,000
Tier 10
54,000
Tier 11
60,000
Tier 12
66,000
Tier 13
72,000
Tier 14
78,000
Tier 15
84,000
Tier 16
90,000
Tier 17
96,000
Tier 18
102,000
Tier 19
108,000
Tier 20
114,000
Tier 21
120,000
Tier 22
150,000
Tier 23
180,000
Tier 24
210,000
Tier 25
240,000
Tier 26
270,000
Tier 27
300,000
Tier 28
330,000
Tier 29
360,000
Tier 30
390,000
MMS rollover on a monthly basis over the following twelve-month period. Therefore if you use less than the allotted monthly amount in one month, you are able to use the remaining balance in the following month, however only for the twelve-month period following the start date of your Services. Additional MMS will be charged by SevenRooms on a country-specific basis at its then-current local rate card.
E. AI PRODUCTS
We may offer products, features, or tools as part of the Services that are powered by artificial intelligence (generative or otherwise), machine learning, or similar technologies (collectively, "AI Products"). The terms in this section govern your use of the AI Products within the Services provided by SevenRooms, but not Third-Parties.
If the AI Products are provided as a Beta Service, the appropriate terms in the Agreement also apply. Some of the AI Products in your account may be toggled on or off by default; you can adjust these settings at any time in your account.
Input and Output
You are responsible for any text, images, or other content you upload or submit to the AI Products (“Input”) as well as the text, images, or other content generated by the AI Products based on your Input (“Output”). You will ensure that your use of the AI Products, including Input and Output, complies with our Agreement and with applicable law. You acknowledge that (i) except to the extent it is Client Information, Input will not be treated as Confidential information, therefore, you should not include any data or information in your Input that you’re restricted from using or sharing (for example, third party confidential information); (ii) Output will not be Confidential Information, also except to the extent it contains Client Information); and (iii) Output may not be accurate or reliable and that you should independently review all Output before using or sharing it.
Ownership and Rights
Between you and SevenRooms, you retain all rights you may have to use and exploit your Output and we retain all ownership in and to the AI Products, including but not limited to all algorithms or models and aggregated results of developing the AI Products. This means you can use your Output for any lawful purpose, including commercial purposes such as communications or publication, in accordance with the Agreement.
You acknowledge that Output may not be unique across users and that the AI Products may generate the same or similar Output for you or another party. For example, you may provide Input into an AI Product such as “What color is water?” and receive responses such as “Water is blue.” These responses are not unique to you and you may not claim ownership in them.
AI Service Providers
We provide elements of the AI Products through third party service providers (“AI Service Providers”). You acknowledge that your Input and Output, including Customer Data, will be shared with and processed by our AI Service Providers, to enable your use of our AI Products, for content moderation, and other business purposes consistent with this Agreement.
You may not use the AI Products in a manner that violates any terms or policy of any AI Service Provider.
Availability and Modifications
We do not guarantee the availability of the AI Products in any or all geographical areas. There may be production downtime impacting the AI Products that results from a failure of a third party service provider.
Notwithstanding anything to the contrary in the Agreement or these Product Specific Terms, we may make changes to the AI Products that materially reduce the functionality provided to you during the Term or change the limits that apply to you at any time in our sole discretion.
F. PROFESSIONAL AND ADVISORY SERVICES
The following sets forth the terms (“Terms”) for the Professional and Advisory Services (as defined below) between SevenRooms Inc. (“SevenRooms”) and the Client identified (“Client”).
1. Definitions
“Client Documentation” means any documentation developed, conceived, or acquired specifically for, or on behalf of, Client, during the Term of the Agreement, in connection with the Professional and Advisory Services.
“Client Materials” means any information, specifications, instructions, or materials provided by Client in connection with the Professional and Advisory Services.
“Deliverables” means any deliverables or work products developed, conceived, or acquired, during the Term of the Agreement, in connection with the Professional and Advisory Services. Deliverables excludes Client Documentation.
“Professional and Advisory Services” means the professional services, including advisory, configuration, consulting, expert, implementation, or onboarding services provided to Client, including, without limitation, the development and delivery of any Deliverables.
“Subcontractors” means any third party that assists SevenRooms or its Affiliates in providing the Professional and Advisory Services.
“SevenRooms IP” means any technical configuration, workflow templates, starter code, software components, content, documentation, materials, methodologies, or other intellectual property developed, conceived, or acquired by SevenRooms or its Affiliates.
“SevenRooms Personnel” means SevenRooms’s and its Affiliates’ employees and contractors and employees of Subcontractors that assist in providing the Professional and Advisory Services.
Any capitalized term not defined in this Section 1 will have the meaning provided in the Agreement.
2. Professional and Advisory Services
2.1 Performance. SevenRooms will provide the Professional and Advisory Services in accordance with these Terms, the Main Services Agreement, and the details of the SOW if applicable. SevenRooms is responsible for SevenRooms Personnel’s and any Subcontractor’s provision of the Professional and Advisory Services in accordance with these Terms. Client will not cancel or terminate an executed Order Form for the Professional and Advisory Services if there are less than fourteen (14) days remaining until SevenRooms commences the provision of such services.
2.2 Client Responsibilities. Client will comply with these Terms, the Main Services Agreement, and the SOW if applicable. Client will cooperate reasonably and in good faith with SevenRooms Personnel in their provision of the Professional and Advisory Services including, without limitation: (a) providing SevenRooms Personnel sufficient resources, knowledgeable employees or staff of Client, and safe working facilities with Internet access; (b) timely access to accurate and complete Client Materials; (c) timely, accurate, and complete responses to inquiries or requests for feedback or information from SevenRooms Personnel; (d) appointing a Client representative for each Professional and Advisory Services project to serve as a primary point of contact for SevenRooms Personnel and to make authorized decisions on behalf of Client; and (e) actively participating in scheduled project meetings with SevenRooms Personnel. If Client’s failure to comply with this Section 2.2 prevents SevenRooms from providing the Professional and Advisory Services, as determined by SevenRooms in its sole discretion, SevenRooms’s obligation to provide the Professional and Advisory Services will be excused until Client remedies such failure and SevenRooms will not be responsible for any delays resulting therefrom. If any delay in the provision of Professional and Advisory Services is caused by Client and results in additional fees, Client will pay such additional fees.
3. Fees and Taxes
3.1 Fees. Client will pay SevenRooms the fees, including out-of-pocket expenses, set forth in the applicable Order Form. This includes fees for travel, time, and expenses as communicated by SevenRooms to Client.
4. Ownership and Licenses. Client acknowledges and agrees that the Deliverables are developed solely to be used with the Services and will otherwise be inoperative in standalone form or if used with third-party products and services. Accordingly, (a) SevenRooms owns all right, title, and interest in and to Confidential Information (as defined in the Main Services Agreement) of SevenRooms, the Deliverables, and the SevenRooms IP and (b) Client hereby assigns all right, title, and interest in and to the Deliverables to SevenRooms. If SevenRooms uses the Deliverables for any purpose outside of the scope of these Terms, such Deliverables will not contain any Confidential Information of Client. Upon SevenRooms’s receipt of payment in full due under the applicable Order Form, SevenRooms grants Client a non-exclusive, non-transferable, non-sublicensable right and license to use (x) the SevenRooms IP solely as necessary to use the Deliverables and (y) the Deliverables solely with the Services. Client owns all right, title, and interest in and to Confidential Information of Client, the Client Materials, and the Client Documentation. Client grants SevenRooms the right and license to use the Client Materials solely as necessary to provide the Professional and Advisory Services. Notwithstanding anything to the contrary in the Agreement, (i) any SevenRooms IP that is starter code or a software component will be licensed to Client under the terms of the applicable open source license in lieu of Client’s right and license to use the SevenRooms IP in this Section 4 and (ii) SevenRooms may use, for any purpose, any information in intangible form (e.g., ideas, concepts, techniques, know-how), which may be retained by SevenRooms Personnel providing the Professional and Advisory Services, to the extent such information does not contain any Confidential Information of Client.
5. Warranty and Disclaimer. SevenRooms warrants that SevenRooms Personnel will provide the Professional and Advisory Services in a professional and workmanlike manner. Client’s sole and exclusive remedy for SevenRooms’s breach of this Section 5 will be for SevenRooms to re-perform the non-conforming portions of the Professional and Advisory Services. If SevenRooms is unable to re-perform the non-conforming portions of the Professional and Advisory Services, Client will be entitled to recover the fees paid to SevenRooms attributable to the non-conforming portions of the Professional and Advisory Services. THE EXPRESS WARRANTY IN THIS SECTION 5 IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 5, THE PROFESSIONAL AND ADVISORY SERVICES, DELIVERABLES, SevenRooms IP, AND Client DOCUMENTATION ARE PROVIDED TO Client “AS IS.” THE PROFESSIONAL AND ADVISORY SERVICES DO NOT CONSTITUTE LEGAL OR COMPLIANCE ADVICE OR GUIDANCE. Client IS SOLELY RESPONSIBLE FOR ITS RELIANCE UPON THE PROFESSIONAL AND ADVISORY SERVICES, DELIVERABLES, SevenRooms IP, AND Client DOCUMENTATION.
6. General
6.1 Entire Agreement. SevenRooms is providing the Professional and Advisory Services as an independent contractor and not as an employee, agent, joint venturer, or partner of Client. Neither party has the authority to bind or act on behalf of the other party in any capacity or circumstance whether by contract or otherwise. These Terms do not confer any benefits on any third party, including, without limitation, an Affiliate, unless it expressly states that it does. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, or non-disclosure or other agreements, whether oral or written, except for the Agreement and Order Form. No failure or delay by either party in exercising any right or enforcing any provision under these will constitute a waiver of that right or provision or any other provision. Any terms and conditions stated on Client’s vendor registration form, registration portal, purchase order, or similar document will be null and void even if accepted or executed by SevenRooms. In the event of a conflict or inconsistency between these Terms and the terms of the applicable Agreement and Order Form, the terms of the applicable Agreement, and Order Form will prevail in that order.
