1. How this agreement works.
1.1 Introduction. Welcome to TablePronto's online buying and selling community (the "Site"). This User Agreement ("Agreement") lists the terms of the agreement between you and TablePronto, Inc. for the buying and selling of restaurant reservations, and all other services that we provide (the "Services"). By using the site, you agree to accept the terms and conditions of this Agreement.
1.2 Modification. If we change this Agreement, we shall post a revised version of this Agreement here, which shall automatically replace the terms of this Agreement. Your continued use of the Site and the Services following TablePronto's posting of a revised Agreement will constitute your acceptance of the revised Agreement. If you do not agree with the terms of this Agreement or any revised version of this Agreement, do not continue to use the Services or this Site.
1.3 Additional Policies. This Agreement incorporates by reference the following policies and documents also found on this Site:
2. Who we are and what we do.
2.1 Restaurant Reservation Service Provider. TablePronto is a website service that allows registered users who want to buy restaurant reservations ("Buyers") to find reservations to purchase from registered users who want to sell their reservations ("Sellers"). Please remember that TablePronto acts as a marketplace only to allow buyers and sellers to interact regarding restaurant reservations.
2.2 Refund/Additional Information. You are buying tickets from a third party; TablePronto is not the reservation seller. Reservation prices are set by the seller. ALL SALES ARE FINAL. No refunds, transaction cancellations or exchanges will be issued for date/time changes or partial performances. Cancelled reservations by the restaurant will be handled on a case by case basis. All prices are in US dollars.
3. How to become a registered user.
3.1 Requirements. To be a registered user of this Site, you must agree to accept the terms and conditions of this Agreement, and you must have a valid credit or debit card that we accept (see Section 5.2 below for further details). You may only use the Services if you are able to form legally binding contracts, are over the age of 18, and are not temporarily or indefinitely suspended from our Sites. If you do not qualify, please do not use or try to use the Services. If you are under the age of 18, you may only use this site in conjunction with and under the supervision of your parents or guardians.
3.2 Registration. We may request you to register on the site before you are allowed to buy or sell reservations on the site (as needed). To register, you must provide your legal and current name, address, phone number, an active email address, and a valid credit or debit card.
3.3 Email Address and Password. If necessary you may need an email address and password to access the Site and use the Services. You are solely responsible for maintaining the security of your email address and password and for all activity that occurs under your email address and password. You should not disclose your password to any other person.
4. Listing reservations as a Seller.
4.1 Listing Process. A user who wants to sell reservations may list the reservations in the TablePronto marketplace. As part of the listing process, the Seller assigns a price to the reservations and provides information such as the restaurant name, date, reservation time, party size and name the reservation is held under.
4.2 Fixed Price. A Seller who lists a reservation(s) for sale on the Site must sell such reservations in fixed price format.
- Fixed Price: the Seller sets a definite price at which the reservation(s) will sell immediately when a Buyer places an order for the reservation(s).
4.3 Seller Responsibility. Once a Seller confirms a purchase of reservation(s) from a Buyer, Seller is responsible for fulfilling the order with the exact reservation(s) that the Seller listed. TablePronto is not responsible for any errors made by the Seller in the listing or pricing of reservations and is not liable for any such errors.
4.4 Miscellaneous. TablePronto is not responsible for any charges the seller incurs from the restaurant due to no show or non arrival.
5. Finding reservations and placing orders as a Buyer.
5.1 Placing Orders. To purchase reservations, a Buyer first browses the TablePronto listings for reservations that match what the Buyer is seeking. When the Buyer finds desirable reservation(s), the Buyer places an "order" to purchase the reservation(s).
5.2 Credit Card Authorization. When a Buyer places an order, we obtain an authorization from the Buyer's credit or debit card for the full order amount, which equals to the total reservation price. The authorization remains on the Buyer's credit card until the sale is completed or the order is cancelled. Debit card issuers will place a hold on funds when an authorization is obtained by TablePronto. TablePronto is not responsible for any bank fees or other penalties resulting from authorizations and/or charges to the Buyer’s credit or debit card when the Buyer places orders. TablePronto discourages the use of debit cards for purchasing reservations.
5.3 Reservation Information. Reservation dates, times, reservation(s) name, may change. It is up to you, the Buyer, to verify the most recent changes. Please contact the restaurant for any changes and for confirmation of reservation information.
6. Notifying the Seller of the order.
6.1 Notification. Once we obtain an authorization from a Buyer, we notify the Seller of the sale via email and/or telephone that a Buyer has purchased the listed reservations at the listed price.
7. Completing the sale.
7.1 Credit Card Charge. Once the Seller confirms the order, we charge the Buyer's credit card for the total sale price plus any applicable fees. At no time do we provide the Buyer's credit card information to the Seller. The credit card charge is paid to us, and the Seller is compensated for the sale according to the applicable terms as noted during the new seller sign up agreement.
8. Your relationship with us.
8.1 Permission. As a Buyer, you grant TablePronto permission to charge your credit card for the purchase of reservation(s). As a Seller, you grant TablePronto permission to charge your credit card if, at any time, you fail to deliver the reservation(s) you've listed, or if you deliver invalid, fraudulent, or misleading reservation(s). These charges may include, but are not limited to, the cost of replacement reservation(s), refunds to the Buyer, and other charges we incur to satisfy the Buyer.
8.2 Grant of License. You grant TablePronto a perpetual, non-exclusive, transferable, worldwide, irrevocable, royalty-free right to exercise publicity, database, trademark and copyright rights, including the right to reproduce, modify, adapt, publish and display on the Site and on the sites of our partners and affiliated companies, any content you may provide to TablePronto in connection with your use of TablePronto and its Services. You agree that TablePronto shall be permitted to use your name or user ID (if applicable), home city and other ancillary information (for example, the number of years you have been a TablePronto user) in connection with the content in conjunction with TablePronto's marketing, promotion and publicity efforts in any media known now or in the future.
8.3 Release. TablePronto acts as a marketplace only to allow buyers and sellers to interact regarding reservations. In all cases, the submission and confirmation of orders are transactions between Buyers and Sellers only. The fulfillment of confirmed orders is the responsibility of the Seller. If you have a dispute with one or more members, you release TablePronto and all affiliated companies, officers, directors, agents, parents, subsidiaries, legal representatives and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. You acknowledge that California Civil Code Section 1542 provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of California, you agree to waive California Civil Code Section 1542. If you are a resident of any other state or foreign country, you agree to waive in advance any similar laws of such other jurisdiction.
8.4 Privacy. We use your information only as described in the TablePronto Privacy Policy. If you object to your Information being transferred or used in this way please do not use our services.
9. Things we don't allow.
9.1 Adult Materials. You agree not to list, sell or buy any adult materials, obscene materials or pornographic materials through the Site, directly or indirectly, and you agree not to use any names or other information found on or via this Site to do so.
9.2 Illegal Activity. You agree not to use this Site for unlawful purposes or in an unlawful manner. You agree to comply with all applicable local, state, federal and international laws, statutes and regulations regarding use of the Site and the selling of reservations. You agree not to use or permit anyone to use information provided through the Site for any unlawful or unauthorized purpose. You agree not to register under a false name or use an invalid or unauthorized credit card. You agree not to copy, modify, or distribute any content from the Site, including TablePronto's copyrights and trademarks, and/or link to the Site without TablePronto’s prior written permission.
9.3 Double Posting and Removal of Reservations. Once a reservation is posted, we strongly discourage posting that reservation for sale elsewhere. Except as provided herein, you agree not to promote the sale of reservations through any site other than TablePronto. We reserve the right to prohibit users from posting reservations at TablePronto if they are not able to provide the exact reservations that were posted at TablePronto. If, at any time, you fail to deliver the reservations you've listed, or deliver invalid, fraudulent, or misleading reservations, TablePronto reserves the right to cancel the order and hold you liable for any and all charges we incur to satisfy the Buyer
10. Consequences.
10.1 Investigations. We may investigate complaints and violations of our policies. You agree to cooperate fully with such investigations, including without limitation, providing us specific information regarding your right to a reservation, the source of the reservations, your acquisition of a reservations, and the price you paid for reservations.
10.2 Violations, Termination and Suspension. We may take any action that we deem appropriate in our sole discretion (including without limitation issuing a warning, suspending or terminating service, denying access, removing a listing or recommending you edit a listing) if: (a) you breach this Agreement or any document it incorporates by reference; (b) you are unwilling to cooperate with our investigation of a complaint or reported violation; (c) we are unable to verify or authenticate any information you provide; or (d) we believe your conduct may cause legal liability for you, for other users, or for TablePronto. You agree that payments owing to you for sales made through this Site may be suspended or delayed pending our investigation. TablePronto is not obligated to pay you for any sales if we have a good faith basis to believe such sales were unlawful or otherwise made in material violation of this agreement.
10.3 Disclosure of Information. You agree that TablePronto may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other relevant third parties. TablePronto will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
10.4 Making Adjustments. You authorize us to withhold payment or charge your credit card account any amount you owe us if (a) a sale is cancelled for any reason; (b) we reasonably believe that you have committed fraud or other illegal act or omission during any buying or selling activity; or (c) you otherwise owe us a specific amount. If any of these things happen, we may also deduct from any amount we owe you the amount you owe us.
11. Your warranties to us.
11.1 Accurate Descriptions. For all reservation(s) you list as the Seller, you warrant that your descriptions of the reservation accurately detail and describe the reservations offered for sale. If, at any time, you deliver invalid, fraudulent, or misleading reservations, TablePronto reserves the right to cancel the order and hold you liable for any and all charges we incur to satisfy the Buyer. These charges may include, but are not limited to, cost of replacement reservations and refunds to the Buyer.
11.2 Other Information. You represent and warrant that any information you provide to us, to other users, or to visitors (a) is not false, inaccurate, misleading, obscene or defamatory; (b) is not fraudulent; (c) does not involve the sale of counterfeit or stolen items; (d) does not infringe any third party's copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; (e) does not violate any law, statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising; and, (f) does not contain any viruses or any programming that is intended to damage, interfere with, intercept or expropriate any system, data or personal information.
11.3 Laws and Regulations. You warrant that you will comply with all applicable local, state, federal and international laws, statutes and regulations regarding use of the Site and selling value of the reservations. TablePronto does not monitor, obtain, nor have any knowledge of value of reservations listed on the Site.
11.4 Indemnity. You agree to indemnify and hold TablePronto and (if applicable) any parent, subsidiaries, affiliates, officers, directors, attorneys, agents and employees, harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys' fees) incurred by TablePronto and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents, attorneys and employees that arise out of any claim asserted by a third party that involves, relates to or concerns any of your actions or omissions on this Site, including but not limited to your breach of this Agreement, or your violation of any law or the rights of a third party.
12. What we don't warrant (disclaimers of warranties and limitations of liability).
12.1 No Warranty. Except for the express warranties stated in this Agreement, TablePronto provides the software, site and services on an "as is" basis and "as available" basis without any warranties of any kind. TablePronto makes no warranty with respect to its software, any reservations, any event, the services TablePronto provides, or that sellers or buyers will perform as promised, and TablePronto expressly disclaims all such warranties, whether express, statutory or implied, including without limitation any warranties of merchantability, title, non-infringement of third party rights or fitness for a particular purpose. This warranty disclaimer affects your legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow exclusions of implied warranties or limitations on how long an implied warranty lasts, so the above exclusion may not apply to you.
12.2 Waiver of Consequential Damages; Liability Limit. TablePronto expressly disclaims any responsibility for any lost profits or special, consequential, incidental, or exemplary damages (including without limitation indirect and special damages) that may result from the services or the site, or the suspension, termination or malfunction of the services or the site. TablePronto's liability to you or anyone else in any circumstance is limited to the lesser of (a) $50, and (b) the total dollar amount of all reservation(s) and other items you bought and/or sold via TablePronto in the 12 months prior to the action allegedly giving rise to liability. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusions or limitations may not apply to you.
12.3 Allocation of Risk. You acknowledge and agree that the foregoing disclaimers and limitations of liability represent bargained for allocations of risk, and that the pricing and other terms and conditions of this agreement reflect such allocations of risk.
12.4 Tax Indemnity. You agree that TablePronto is not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on your behalf. You shall indemnify and hold TablePronto and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys' fees) incurred by TablePronto that arise out of any third party or governmental claim that involves, relates to or concerns (i) any federal, state or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning the tax status of TablePronto.
12.5 Change or Suspension of Site. TablePronto reserves the right at any time to modify or discontinue, temporarily or permanently, the Site or any part of the Site with or without notice. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Site or any Services under this Agreement, for any reason. We do not guarantee continuous, uninterrupted or secure access to our service, and operation of our Site may be interfered with by numerous factors outside of our control.
13. We own the intellectual property rights to our Site and Service.
13.1 Ownership of Intellectual Property. You acknowledge and agree that (i) our patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, "Intellectual Property") are and shall remain our sole property, and (ii) nothing in this agreement shall confer in you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of TablePronto's Intellectual Property.
13.2 Copyright. Copyright (c) 2007, TablePronto, Inc. The software and the Site, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, and computer programs, are the property of TablePronto or its suppliers, and are protected by U.S. and international copyright, trademark and other laws. The compilation (meaning the collection, arrangement, and assembly) of all content on the Site is the exclusive property of TablePronto and protected by U.S. and international copyright law. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content on the Site is strictly prohibited.
14. Additional terms that affect our agreement.
14.1 No Agency. You and TablePronto are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement.
14.2 Notices. Except as expressly stated otherwise, all notices to TablePronto shall be sent to the email addresses provided on the Site (e.g., Support@TablePronto.com). Except as expressly stated otherwise, all notices to you shall be sent to the email address you provided to us during the registration process. Such notice shall be deemed given one business day after the email is sent.
14.3 Governing Law; Arbitration. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, U.S.A., without regard to its provisions governing conflicts of law. Except for allegations that you have infringed or have threatened to infringe our intellectual property rights, you and we agree that any dispute or controversy between us, or arising under or concerning performance or breach of this Agreement, shall be settled by one arbitrator in binding arbitration, to be held in Los Angeles, California, U.S.A., under the then-current rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction. If we allege that you have infringed or threatened to infringe our intellectual property rights, then, in addition to any other rights and remedies we may have, we may seek any preliminary or permanent injunctive relief from any court of competent jurisdiction. For such actions, you consent to the exclusive personal jurisdiction and venue of the federal and state courts in and for Los Angeles County, U.S.A.
14.4 Miscellaneous. This Agreement (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected. You may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of TablePronto, which we can refuse in our sole discretion. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their successors and permitted assigns. Our suppliers and co-brand partners are third-party beneficiaries of this Agreement. The subject heading at the beginning of each paragraph of this Agreement is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph.
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