Ready Terms of Use

Updated June 23, 2022

Agreement to be Bound. This Agreement is a binding contract between you and Ready. These Terms of Use (the “Terms”), as amended from time to time, apply to your access to and use of: the “Ready” or “powered by Ready” service accessible through a mobile web browser or any white-labelled websites that are “powered by Ready”, the “station” application provided for Establishments, the “Ready” waitlist application (“Waitlist”), the “Ready” websites application (“Ready Websites”), an online portal provided for Establishments, and our website: www.ReadyToPay.com (collectively, the “Website”); including the online products or services which may be accessed therein, and any account on the Service (“Account”) you use to access any of the above (collectively, the “Service”), all of which are offered by Ready Software Inc., 250 Howe Street, Suite 1210, Vancouver, BC, Canada V6C 3R8 if you are in Canada or Ready Software USA Inc., 203 Webbed Foot Road, Mooresville, North Carolina 28117 if you are in the US (“Ready”, “we”, “our” or “us”).

All references to “user”, “you”, “your” means the “Establishment” being the restaurant, stadium, bar, venue or business that accesses and uses the Service in any manner. By accessing and using the Service, any individual user acting on behalf of an Establishment hereby confirms that such user has all necessary and legal authority to bind the Establishment. Acceptance of these Terms by such user will be deemed acceptance by the Establishment of these Terms.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON OR BY ACCESSING OR USING THE SERVICE. BY CLICKING ON THE "I ACCEPT" BUTTON OR BY ACCESSING OR USING THE SERVICE YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. YOU ARE ONLY AUTHORIZED TO USE THE SERVICE IF YOU HAVE REACHED THE AGE OF MAJORITY WHERE YOU ACCESS THE SERVICE AND AGREE TO ABIDE BY ALL APPLICABLE LAWS AND THIS AGREEMENT. PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE WITH THEM, YOU SHOULD NOT ACCESS OR USE THE SERVICE.

Privacy Policy. Use of the Service is also governed by our Privacy Policy (https://www.readytopay.com/privacy-policy), which is incorporated herein by reference. Our Privacy Policy contains important information about how we collect, store and use your data (including personal and financial data, if applicable) and we encourage you to read the Privacy Policy carefully.

Representations About You. The Service is not designed for use by children under the age of 13, and we do not intentionally collect personal information from children through the Service. You represent and warrant to us that you have reached the age of majority where you are using the Service.

Description of “Order” and/or “Pay” Service. You acknowledge and agree that the Service includes functionality that enables an individual, end-user, customer (each, a “Patron”) to: place an order (“Order”) with an Establishment; and settle, pay for or close (“Settle”) a check, bill, tab, or owed payment (each a “Payment”) with respect to Orders or other transactions (each, a “Transaction”) with an Establishment. You acknowledge that each Transaction you enter into is a legally binding agreement between you and the other user and that Ready is not a party to such Transaction. The Establishment is responsible for fulfillment of each Transaction and any associated issues with items ordered and/or served. READY ASSUMES NO LIABILITY WITH RESPECT TO YOUR COMPLIANCE WITH APPLICABLE LIQUOR LICENCE AND SERVING OBLIGATIONS. THE SERVICE MAY INCLUDE FUNCTIONALITY THAT ASSISTS YOU IN MANAGING SERVING RESTRICTIONS, BUT IT IS YOUR RESPONSIBILITY TO SET IT ACCURATELY AS THE SERVICE WILL BE PROVIDED ONLY AS IT IS CONFIGURED.

Description of “Ready Order.” You acknowledge and agree that Ready Order is a tool that allows a Patron to place an Order with an Establishment, with either a pre-pay or post-pay option at the discretion of the Establishment.

Description of Waitlist. You acknowledge and agree that Waitlist is a tool that provides waitlist management for Establishments and facilitates communication between Establishments and Patrons in that regard.

Description of “Ready Instant Reviews.” You acknowledge and agree that Ready Instant Reviews is a tool that allows Patrons to submit star ratings and written reviews to the Establishment that may be viewed by Establishment’s management or servers on the floor.

Third Party Payment Processing. Ready is a technology provider. It is not a bank, credit union, payment processor or other financial institution. Payment processing services for users on Ready are provided by the payment processor selected by each Establishment (“Payment Processor”).

Licence Grant. Subject to these Terms, Ready hereby grants you a limited, non-exclusive and non-transferable licence to, where applicable, download, install, display, perform, access and use the Service, which includes access to and use of the online portal, download of the “Station app” on any hardware or other devices or tablets required for you to be able to access and use the Service, and creating and using an Account, both for the sole use of the Establishment (which includes use by the Establishment’s employees, contractors, and agents (“Authorized Representatives”)). You shall use the Service only in compliance with these Terms, Ready’s standard policies then in effect and all applicable laws (including but not limited to policies and laws related to spamming, privacy, intellectual property, consumer and child protection, obscenity and defamation).

You shall be responsible for obtaining and maintaining any equipment, including any I think ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, hardware, server, software, operating system, networking, web servers and web services (collectively, the "Equipment"). You shall be responsible for ensuring that such Equipment and services are compatible with the Service and comply with all configurations and specifications set forth in our published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, your Account, ancillary services, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your Account, the Service or the Equipment with or without your knowledge or consent.

You shall not:

have more than one Account at any given time, and you shall not create an Account using a false identity or information, or on behalf of someone other than yourself;
use the Service to transmit unauthorized communications, advertisements, or solicitations, including chain letters, junk email or repetitive messages (spim and spam) to anyone;
unless otherwise authorized herein, collect, harvest or post anyone’s private information, including personally identifiable information of any kind through the Service;
use the Service in a manner that infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party;
use the Service, intentionally or unintentionally, in violation of any applicable law or regulation, including without limitation any law or regulation with respect to the purchase or sale of alcoholic beverages;
use, reuse, repost, distribute, provide access to others to, copy, modify, or transmit the Service and related information for public use;
attempt to gain access to the Service, Accounts registered to others or to the computers, servers, or networks connected to the Service by any means other than the user interface provided by us and through your Account, including but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, server or software that is part of the Service;
interfere or attempt to interfere with the proper functioning of the Service or connect to or use the Service in any way not expressly permitted by these Terms;
reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Service, or to obtain any information from the Service using any method not expressly permitted by us.
allow any third party to have access to the Service, other than Authorized Representatives;
remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Service; or
introduce malicious software into the Service.

Reservation of Rights. You acknowledge that the Service is licensed, not sold, to you. Ready reserves all rights in and to the Service not expressly granted to you under this Agreement. You do not acquire any ownership interest in the Service under these Terms. Ready and its licensors and service providers reserve and retain the entire right title and interest in and to the Service, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement or as owned by you prior to this Agreement. The word marks “READY” and the “Ready” logo and all associated marks and logos displayed within the Service are our (or our licensor’s) trademarks (unless otherwise noted).

Account and Personal Information. In order for you to utilize the Service, you may either create an Account or utilize the Services as a “guest” user by providing us with certain personal information, which will be held and used in accordance with our Privacy Policy.

The following rules govern the security of your Account:

if you are an individual user, you will not share your Account credentials, let anyone else access your Account, or do anything else that might jeopardize the security of your Account; if you are an Establishment, you will not share your Account credentials with any unauthorized person, let any unauthorized persons access your Account or do anything else to jeopardize the security of your Account, and you further agree to assume full responsibility for all Transactions Settled under your Account;
you are required to provide accurate Account information, which may include your credit or payment card (“Credit Card”) information, and update that information promptly after it changes;
in the event you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of your Login Information, you must immediately notify us and modify your Login Information; and
you are responsible for maintaining the accuracy, completeness and confidentiality of your Account information, and you will be responsible for all activities that occur under your Account, including activities of others to whom you have provided your Account credentials. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Account information secure. If you discover any unauthorized use of your Account credentials or suspect that anyone may be able to access your Account, you should immediately change your password and notify us.

User Content. By displaying, submitting, making available, uploading, or publishing content or feedback (“User Content”) including reviews on, about, or via Service, you expressly grant us a royalty-free, worldwide, transferable, sub-licensable (through multiple tiers of distribution), irrevocable and perpetual license to display the User Content and to use, copy, modify, distribute, or otherwise exploit such User Content for any of our business purposes now known or hereafter devised without further notice to, payment to, or consent from you or any other entity. You also agree and acknowledge that such User Content may be made available to Establishments under the same royalty fee terms as mentioned above. You represent and warrant that (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant us the foregoing licence; and (ii) neither the User Content, nor the uploading, publishing or posting of the User Content, nor our use of the User Content will infringe, misappropriate or violate any third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree not to publish or post on or through the Service any User Content that is defamatory, misleading, hateful, pornographic, unlawful or offensive content (as determined by us in our sole and absolute discretion), whether or not such material may be protected by law. We do not accept liability in respect of any User Content. You will be personally liable for any damages or other liability arising from your User Content and you agree to indemnify us in relation to any liability we may suffer as a result of any such content. We may, but shall not be obligated to, review, monitor, or remove User Content, at our sole discretion and at any time and for any reason, without any notice to you.

Payment Failure and Chargebacks. You agree that payments due to you with respect to each Transaction will be processed by Stripe, Inc. and deposited to the bank account associated with your Merchant ID. Ready shall not be liable to you for any loss resulting in the failure to pay you if for any reason whatsoever, any payments payable by a Patron are not received by you or are required to be returned to the Patron, such as in the event of insufficient funds, fraudulent credit card use, the card company or bank of the Patron failing to process correctly the payment or a failure on Ready’s side to take or make a payment when it is outside Ready’s reasonable control. Ready does not guarantee or assume any liability for Transactions authorized and completed that may be later reversed or charged back. You agree and acknowledge that you will assume all responsibility for chargebacks or reversed payments regardless of the reason for, or timing of the reversal or chargeback. Ready may provide you with assistance to help contest your chargebacks, however Ready does not assume any liability for its role or assistance in contesting chargebacks. Ready reserves the right to charge a fee for mediating or investigating chargeback disputes.

Payment Processing. Payment processing services for Establishments are provided by the Payment Processor. Your relationship with the Payment Processor will be governed by a separate agreement with the Payment Processor. As a condition of Ready enabling payment processing services, you must authorize Ready to connect to your merchant account. You acknowledge and agree that you will comply with your Payment Processor agreement and that you will be solely responsible for any fees the Payment Processor may charge you for its services. When a Patron Settles a Transaction, the Payment Processor will be responsible for processing the total authorized payment amount (“Patron Payment Amount”) processed pursuant to your Payment Processor agreement.

Fees and Billing. Ready may collect from Establishments, a flat fee each month, for access to the Service (“Subscription Fees”), until cancelled. Ready may also collect other periodic or one-time fees (together with Subscription Fees, the “Fees”) for different aspects of the Service. Sales tax is applicable on Fees and payable by the Establishment based on the tax applicable in the jurisdiction where the Transaction occurs or you are located, as applicable. We reserve the right to suspend or terminate your access to the Service if you do not pay the requisite Fees promptly as required, on the first day of each month. You agree and acknowledge that we have no obligation to retain your data and that such data may be irretrievably deleted if your Account is cancelled.

Availability of Service. Ready may change, suspend or discontinue the Service at any time, including the availability of any feature, by giving you advanced notice of such change either via email or posted on the Service.

Transaction Data. We may (and you authorize us to) store, access, use, process, and transmit data related to your use of the Service, including Transactions enabled by Service and related Transaction information, including item descriptions, price, tax and tip amounts (“Transaction Data”). We may (and you authorize us to) obtain Transaction Data directly from you, the other parties engaged in the Transaction, and/or indirectly, such as via an Establishment’s point-of-sale system.

Maintenance. Scheduled system maintenance may take place from time to time, and during such time, the Service or elements thereof may be unavailable. Emergency maintenance may be required at other times in the event of system failure. You specifically acknowledge that outage and downtime may occur. If the Service is down when you attempt to complete a Transaction, you must make alternative arrangements to pay the applicable Establishment.

Updates. Ready may develop and provide Service updates from time to time, which may include upgrades, bug fixes, patches and other corrections or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features or functionality. Ready has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the Service and subject to the terms of this Agreement.

Communications. When you set up an Account and/or provide us with your contact information, you consent to receive communications from us regarding your Transactions. Your consent to receipt of such messages is not, and will not be, a condition to any purchase. If at any time you change your mind regarding your consent to receive such messages, you must contact us. You may opt-out of receiving messages that are primarily commercial in nature at any time, but in order to stop receiving all messages from Ready (including messages related to Transactions and your Account), you will need to terminate your Account. If you enable the Service to send or receive SMS messages, standard text messaging rates or other carrier charges may apply to such use.

Push Notifications. Ready may send you “push notifications” if you opt-in and your device supports such communications. Should you wish to stop receiving push notifications, you may turn off these notifications through your Account or the applicable settings on your device.

Limitations on Availability. The Service is based in North America and is provided for access and use by persons in North America. We make no representation that the Service is available or permitted in any particular location. Use of the Service is void where prohibited. You use the Service at your own initiative and are responsible for compliance with any applicable laws. We may also impose limits on the use or access to the Service as required by law.

Term, Termination, and Modification. These Terms and the license and other rights granted herein commence when you start using the Service and continue on a month-to-month basis until terminated by Ready or you. Unless otherwise agreed by you and Ready in writing: (a) you may terminate this agreement at any time by contacting support@Readytopay.com and ceasing to utilize the Service; and (b) Ready may terminate this agreement at any time without notice in its sole discretion, withdraw your Account and suspend, restrict or withdraw any or all Service to you, including if it ceases to offer the Service, or if you fail to comply with one or more terms of this Agreement. Upon termination of this Agreement: (i) all license and other rights granted to you under this Agreement will terminate, (ii) you must cease all use of the Service and destroy all copies, full or partial, of instances of the Service, and (iii) you will continue to have access to the Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fees already paid. You acknowledge that Ready may restrict, modify, or terminate these Terms at any time, without liability, for its convenience, or if you violate these Terms or any law, rule, or regulation.

Disclaimers and Limitations of Liability. This section is important – please read it carefully - it limits Ready’s liability (and the liability of its affiliates) to you. These disclaimers and limitations apply only to the extent permitted by applicable law. Some jurisdictions do not allow disclaimers of implied warranties or limitations of liability, so this Section may not necessarily apply to you.

(a) Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICE IS PROVIDED "AS IS" AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, AND WE (AND OUR AFFILIATES AND THEIR AND OUR OFFICERS, DIRECTORS, AGENTS AND ASSOCIATES) (collectively, the “Ready Parties”) HEREBY DISCLAIM (AND YOU HEREBY WAIVE) ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY. IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OUR IMPLIED WARRANTIES WILL BE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW AND WE WILL ADHERE SOLELY TO THE MINIMUM AMOUNT OF IMPLIED WARRANTIES NECESSARY TO COMPLY WITH APPLICABLE LAW.

(b) Limitation of Liability. THE READY PARTIES WILL NOT BE LIABLE FOR ANY: (I) INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES OR ANY SIMILAR DAMAGES INCLUDING WITHOUT LIMITATION IN CONNECTION WITH OR RELATING TO THESE TERMS OR THE SERVICE, (II) DAMAGES DUE TO USE, PERFORMANCE OR OPERATIONS OF THE INTERNET OR USE OF THE INTERNET BY YOU; (III) LOSS OF DATA; (IV) LOST PROFITS; (V) BUSINESS INTERRUPTION; (VI) DAMAGES PURSUANT TO ANY THIRD PARTY TERMS AND CONDITIONS, OTHER THAN AS AGREED IN THIS AGREEMENT; OR (VII) CONTENT, PRODUCTS AND SERVICES OFFERED THROUGH THE SERVICE, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE. NEITHER WE NOR OUR AFFILIATES WILL BE LIABLE TO YOU FOR

DAMAGES IN EXCESS OF THE GREATER OF: (I) U.S. $50.00, OR (II) THE AMOUNT YOU PAID FOR THE SERVICE, IF ANY, IN THE 12 MONTHS PRIOR TO THE CLAIM.

IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR REQUIRE EXCLUSIONS AND/OR LIMITATIONS OF LIABILITY THAT ARE DIFFERENT THAN THOSE SET FORTH IN THIS SECTION (b), OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Release and Indemnification. You agree to indemnify, save, and hold the Ready Parties harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, violation of these Terms, or breach of the representations, warranties, and covenants made by you herein. We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

Force Majeure. Without limiting the generality of the preceding limitations, we have no liability for any failure or delay resulting from any condition reasonably beyond our control, including but not limited to power grid failure, internet service disruption, labor strikes or lock-outs, governmental action, acts of terrorism, war, coup, civil unrest, earthquake, hurricane, tsunami, fire, flood or other acts of God.

Disputes Between Users. You are solely responsible for your interactions and Transactions with other users of the Service. You hereby agree to look solely to such other users for any claim, damage or liability associated with any Transaction commissioned via the Service and expressly waive and release Ready from any and all claims, damages and liabilities arising out of any act or omission of any other user or third party.

Export and Other Restrictions. You will not export, import, use, transfer or re-export the Service except in compliance with the laws and regulations of the national and/or other (sub-national and/or supranational) government authorities with authority over the country(ies) and/or territory(ies) from which the Service is being exported or to which the Service is being imported (collectively, the "Government Authority(ies)"). Without limitation, the Service will not be exported: (a) to any country on Canada's Area Control List; (b) to any country subject to UN Security Council embargo or action; (c) contrary to Canada's Export Control List Item 5505; (d) to countries subject to U.S. economic sanctions and embargoes, or that have been designated by the United States Government (the “Government”) as a “terrorist supporting” country; and (e) to persons or entities prohibited from receiving U.S. exports or U.S.-origin items.

If you use or acquire the Service on behalf of any unit or agency of the Government, this provision applies. The Government acknowledges our representation that the Service was developed at private expense and no part of it is in the public domain. The Government acknowledges our representation that the Service comprises “Restricted Computer Software” as that term is defined in Clause 52.227-19 of the Federal Acquisition Regulations (FAR) and is “Commercial Computer Software” as that term is defined in Subpart 227.401 of the Department of Defense Federal Acquisition Regulation Supplement (DFARS). The Government agrees that: if the Service is supplied to the Department of Defense (DoD), the Service is classified as “Commercial Computer Software” and the Government is acquiring only “restricted rights” in the Service and its documentation as that term is defined in Clause 52.227-7013(c)(1) of the DFARS, and if the Service is supplied to any unit or agency of the United States Government other than DoD, the Government's rights in the Service and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR.

Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 52.227-7013, and when applicable subparagraphs (a) through (d) of the Commercial Computer-Restricted rights clause at FAR 52.227-19.

Updates to the Terms. We reserve the right to modify these Terms at any time. We may provide you with notice of such modifications, by sending you an email message or posting a message on the Service. Your continued use of the Service will signify your acceptance of the modifications to the Terms.

Assignment. Ready may assign its rights and obligations under these Terms and/or these Terms to another entity.

Law and Jurisdiction. These Terms and any dispute arising out of or related to them, or the Service, will be governed in all respects by the laws of the Province of British Columbia as they apply to agreements entered into and to be performed entirely within British Columbia between British Columbia residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Ready must be resolved exclusively by a court located in Vancouver, British Columbia. You agree to submit to the personal jurisdiction of the courts located within Vancouver, British Columbia for the purpose of litigating all such claims or disputes.

CONTACT US

Please contact us at: info@readytopay.com or (888) 888-8170 ext. 8140 if you have any questions regarding this Agreement.