TastePro Payment Terms of Service
Please read these Payments Terms of Service (“Payments Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By using the Payment Services (as defined below), you agree to comply with and be bound by these Payments Terms.
Please note: Section 21 of these Payments Terms contains an arbitration clause and class action waiver that applies to all TastePro Users. It affects how disputes with TastePro Payments are resolved. By accepting these Payments Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
Last Updated: January 28, 2021
These Payments Terms constitute a legally binding agreement (“Agreement”) between you and TastePro Payments (as defined below) governing the Payment Services (defined below) conducted through or in connection with the TastePro Platform.
When these Payments Terms mention “TastePro Payments,” it refers to TastePro’s payment platform on Shopify: Shopify Payments. Shopify uses Stripe as its payment processor. When these Terms mention “TastePro,” “Company,” “we,” “us,” or “our,” it refers to TastePro, Inc., located at #1051 11000 Sepulveda Blvd. Ste. #8, Mission Hills, CA 91345, United States.
If you are a TastePro customer, when we mention “you,” “User,” or “guest,” it refers to your purchase of any product or service offered on the TastePro platform.
If you are a TastePro Restaurant Partner, when we mention “you,” “restaurant(s),” “Partner(s)” or “Restaurant Partner(s),” if refers to your business. Whether you are a full-service, fast-casual, or quick service (QSR) establishment that serves food; a bar, wine bar, lounge, brewery, distillery or other drinks-only establishment, or related entity that serves ready-to-consume food and/or beverage products, your business is categorized as a “restaurant” for this purposes of this agreement. The information displayed in association with your restaurant, including but not limited to your restaurant name, tasting menu and any additional drinks or other items available for purchase on the TastePro platform not included in the base price set in association with your tasting menu (“add ons”), is categorized as your “listing.”
The TastePro Terms of Service (“TastePro Terms”) separately govern your use of the TastePro Platform. All capitalized terms have the meaning set forth in the TastePro Terms unless otherwise defined in these Payments Terms.
1. Scope and Use of the Payment Services
1.1 TastePro Payments provides payments services to Partners, including payment collection services, payments and payouts, in connection with and through the TastePro Platform (“Payment Services”).
1.2 TastePro Payments may temporarily and under consideration of Partners’ legitimate interests (e.g., by providing prior notice), restrict the availability of the Payment Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of the Payment Services. TastePro Payments may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. TastePro Payments will provide notice to Partners of any changes to the Payment Services, unless such changes do not materially increase Partners’ contractual obligations or decrease Partners’ rights under these Payments Terms.
1.3 The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms and conditions and privacy practices and Partners should review them independently. TastePro Payments is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by TastePro Payments of such Third-Party Services.
1.4 You may not use the Payment Services except as authorized by United States law. In particular, but without limitation, the Payment Services may not be used to send or receive funds: (i) into any United States embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. You represent and warrant that: (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.
1.5 Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable for a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.
2. Key Definitions
“Payout” means a payment initiated by TastePro Payments to a Restaurant Partner for goods and services (such as Listing Fees) performed in connection with the TastePro Platform.
“Payment Method” means a financial instrument that you have added to your TastePro Account or provided to TastePro directly, such as a credit card, debit card, or Zelle, PayPal, Venmo, Google Pay or related account.
3. Modification of these Payments Terms
TastePro Payments reserves the right to modify these Payments Terms at any time in accordance with this provision. If we make changes to these Payments Terms, we will post the revised Payments Terms on the TastePro Platform and update the “Last Updated” date at the top of these Payments Terms. We will also provide you with notice by email of the modification at least thirty (30) days before the date they become effective. If you disagree with the revised Payments Terms, you may terminate this Agreement with immediate effect. We will inform you about your right of refusal and your right to terminate this Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued use of the Payment Services will constitute acceptance of the revised Payments Terms.
4. Eligibility, TastePro Verification
4.1 You must be at least 18 years old and able to enter into legally binding contracts to use the Payment Services. By using the Payment Services you represent and warrant that you are 18 or older.
4.2 TastePro Payments may make access to and use of certain areas or features of the Payment Services subject to certain conditions or requirements, such as completing a verification process or meeting specific eligibility criteria.
4.3 We may make inquiries we consider necessary to help verify or check your identity or prevent fraud. Towards this end, you authorize TastePro Payments to screen you against third party databases or other sources and request reports from service providers. In some jurisdictions, we have a legal obligation to collect identity information to comply with anti-money laundering regulations. This may include (i) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; (ii) requiring you to take steps to confirm ownership of your email address, Payment Methods or Payout Methods; or (iii) attempting to screen your information against third-party databases. TastePro Payments reserves the right to close, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.
5. Account Registration
5.1 In order to use the Payment Services, you must be a TastePro Partner in good standing. If, as a Partner, TastePro removes your business from the platform for any reason, you will no longer be able to use the Payment Services. If you, as a Partner, are found to be in violation of TastePro’s Partner terms and conditions or any other agreement involving the use of the TastePro Platform, including TastePro’s anti-discrimination policy, you will no longer be able to use the Payment Services
5.2 You may authorize a third party to use your TastePro Account in accordance with the TastePro Terms. You acknowledge and agree that anyone you authorize to use your TastePro Account may use the Payment Services on your behalf and that you will be responsible for any payments made by such person.
6. Payment Methods and Payout Methods
6.1 When you add a Payment Method or Payout Method to your TastePro Account, you will be asked to provide customary billing information such as name, email address, phone number, billing address, and/or financial instrument information either to TastePro Payments or its third-party payment processor(s). You must provide accurate, current, and complete information when adding a Payment Method or Payout Method, and it is your obligation to keep your Payment Method and Payout Method up to date at all times. The information required for Payout Methods will depend on the particular Payout Method and may include:
Your residential address, name on the account, account type, routing number, account number, email address, phone number, payout currency, identification number and account information associated with a particular payment processor.
6.2 When you add or use a new Payment Method, TastePro Payments may verify the Payment Method by authorizing a nominal amount or by authenticating your account via a third-party payment service provider. For further verification, we may also (i) authorize your Payment Method for one or two additional nominal amounts, and ask you to confirm these amounts, or (ii) require you to upload a billing statement. We may, and retain the right to, initiate refunds of these amounts from your Payout Method. When you add a Payment Method during checkout, we will automatically save that Payment Method to your TastePro Account so it can be used for a future transaction.
6.3 Please note that Payment Methods and Payout Methods may involve the use of third-party payment service providers. These service providers may charge you additional fees when processing payments and Payouts in connection with the Payment Services (including deducting charges from the Payout amount), and TastePro Payments is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method or Payout Method may also be subject to additional terms and conditions imposed by the applicable third-party payment service provider; please review these terms and conditions before using your Payment Method or Payout Method.
6.4 You authorize TastePro Payments to store your Payment Method information and charge your Payment Method as outlined in these Payments Terms. If your Payment Method’s account information changes (e.g., account number, routing number, expiration date) as a result of re-issuance or otherwise, we may acquire that information from our financial services partner or your bank and update your Payment Method on file in your TastePro Account.
6.5 You are solely responsible for the accuracy and completeness of your Payment Method and Payout Method information. TastePro Payments is not responsible for any loss suffered by you as a result of incorrect Payment Method or Payout Method information provided by you.
6.6. If your Contracting Entity's location is different than the country of your Payment Method or your selected currency is different than your Payment Method's billing currency, your payment may be processed outside your country of residence. For example, if you make a booking using a U.S.-issued card, but select Euro as your currency, your payment may be processed outside the U.S. Banks and credit card companies may impose international transaction fees and foreign exchange fees on such international transactions. In addition, if you select to pay with a currency that is different than your Payment Method's billing currency, your bank or credit card company may convert the payment amount to your billing currency associated with you Payment Method, based on an exchange rate and fee amount determined solely by your bank. As a result, the amount listed on your card statement may be a different amount than that shown on checkout. Please contact your bank or credit card company if you have any questions about these fees or the applicable exchange rate.
7. Financial Terms for Restaurants
Generally speaking, TastePro’s payment platform will collect the Total Fees from a customer (“User” or “Guest”) immediately upon booking.
7.2.1 In order to receive a Payout you must have a valid Payout Method linked to your TastePro Account. TastePro’s payment platform will generally initiate Payouts to your selected Payout Method: (i) bi-monthly for Restaurants with electronic Payout Methods; (ii) monthly, for Restaurants with non-electronic Payout Methods.
7.2.2 The time it takes to receive Payouts once released by TastePro’s payment platform may depend upon the Payout Method you select and the payment platform’s processing schedule. TastePro’s payment platform may delay or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or investigation.
7.2.3 Your Payout for a booking will be the Listing Fee less applicable TastePro Fees and Taxes. You also acknowledge that your Listing Fee includes a fair service charge for your service staff. Additional gratuity is subject to the Users’ discretion, and restaurants shall not make any unsolicited verbal or written attempt to collect additional tip. This includes a tip line on any receipt presented to the User, unless that receipt is for additional food/drink that the customer bought outside of what was covered on your Listing Fee.
7.2.4 In the event that a User cancels a confirmed booking after the deadline outlined in TastePro’s refund policy, and/or does not arrive during the time window listed on their booking confirmation, TastePro’s payment platform will remit a Payout of any portion of the Total Fees due to you under the applicable refund policy.
7.2.5 For compliance or operational reasons, TastePro’s payment platform may limit the value of each individual Payout. If you are due an amount above that limit, TastePro’s payment platform may initiate a series of Payouts (potentially over multiple days) in order to provide your full payout amount.
8. Financial Terms for Users
8.1 Users authorize TastePro Payments to charge your Payment Method the Total Fees for any booking made. TastePro Payments will collect the Total Fees in the manner agreed between User and TastePro Payments via the TastePro Platform. TastePro Payments will generally collect the Total immediately after user books their tour. TastePro Payments may offer alternative options for the timing and manner of payment. For example, in some cases, Users may be required to pay or have the option to pay for Restaurant Services in multiple installments. Any additional fees for using offered payment options will be displayed via the TastePro Platform and included in the Total Fees, and user agrees to pay such fees by selecting the payment option. Additional terms and conditions may apply for the use of an alternative payment option. If TastePro Payments is unable to collect the Total Fees as scheduled, TastePro Payments will collect the Total Fees at a later point. Once the payment transaction for user’s requested booking is successfully completed, user will receive a confirmation email.
8.2 User authorizes TastePro Payments to perform the Payment Method verifications described in Sections 6 and 8, and to charge user’s Payment Method for any bookings made in connection with their TastePro booking. User hereby authorizes TastePro Payments to collect any amounts due, by charging the Payment Method provided at checkout, either directly by TastePro Payments or indirectly, via a third-party online payment processor, and/or by one or more of the payment methods available on the TastePro Platform (such as gift cards).
9. Appointment of TastePro’s Payment Platform as Limited Payment Collection Agent
9.1 Each Partner collecting payment for services provided via the TastePro Platform (“Restaurant Partner”) hereby appoints TastePro’s payment platform as the Restaurant Partner’s payment collection agent solely for the limited purpose of accepting funds from Users purchasing such services (“Purchasing Users”).
9.2 Each Restaurant Partner agrees that payment made by a Purchasing User through TastePro’s payment platform, shall be considered the same as a payment made directly to the Restaurant Partner, and the Restaurant Partner will provide the purchased services to the Purchasing User in the agreed-upon manner as if the Restaurant Partner has received the payment directly from the Purchasing User. Each Restaurant Partner agrees that TastePro’s payment platform may refund the Purchasing User in accordance with the TastePro Terms. Each Restaurant Partner understands that TastePro’s payment platform’s obligation to pay the Restaurant Partner is subject to and conditional upon successful receipt of the associated payments from Purchasing Users. TastePro’s payment platform guarantees payments to Restaurant Partners only for such amounts that have been successfully received by TastePro’s payment platform from Purchasing Users in accordance with these Payments Terms. In accepting appointment as the limited payment collection agent of the Restaurant Partner, TastePro’s payment platform assumes no liability for any acts or omissions of the Restaurant Partner.
9.3 Each Purchasing User acknowledges and agrees that, notwithstanding the fact that TastePro’s payment platform is not a party to the agreement between User and the Restaurant Partner, TastePro’s payment platform acts as the Restaurant Partner’s payment collection agent for the limited purpose of accepting payments from User on behalf of the Restaurant Partner. Upon User’s payment of the funds to TastePro’s payment platform, User’s payment obligation to the Restaurant Partner for the agreed upon amount is extinguished, and TastePro’s payment platform is responsible for remitting the funds to the Restaurant Partner in the manner described in these Payments Terms, which constitute TastePro’s payment platform’s agreement with the Purchasing User. In the event that TastePro’s payment platform does not remit any such amounts, the Restaurant Partner will have recourse only against TastePro’s payment platform and not the Purchasing User directly.
10. General Financial Terms
TastePro’s payment platform may charge fees for use of certain Payment Services and any applicable fees will be disclosed to Users via the TastePro Platform.
10.2 Payment Authorizations
You authorize TastePro’s payment platform to collect from you amounts due pursuant to these Payment Terms or the TastePro Terms. Specifically, you authorize TastePro’s payment platform to collect from you:
• Any amount due to TastePro (e.g., as a result of bookings, or other actions as a Partner or User of the TastePro Platform), including reimbursement for costs prepaid by TastePro on your behalf, by charging any Payment Method on file in your TastePro Account (unless you have previously removed the authorization to charge such Payment Method(s)) or by withholding such amounts from your future Payouts. Any funds collected by TastePro’s payment platform will offset the amount owed by you to TastePro and extinguish your obligation to TastePro.
• Any amount due to a Restaurant Partner from a Purchasing User which TastePro collects as the Restaurant Partner’s payment collection agent as further set out in Section 8 above.
• Taxes, where applicable and as set out in the TastePro Terms.
• Any Service Fees or cancellation fees imposed pursuant to the TastePro Terms (e.g., if, as a Partner, you cancel a confirmed booking). TastePro’s payment platform will be entitled to recover the amount of any such fees from you, including by subtracting such refund amount out from any future Payouts due to you.
• Fees improperly paid to you as a Partner. If, as a Partner, a User cancels a confirmed booking or TastePro decides that it is necessary to cancel a confirmed booking, and TastePro issues a refund to the User in accordance with the TastePro Terms, Refund Policy, or other applicable cancellation policy, you agree that in the event you have already been paid, TastePro’s payment platform will be entitled to recover the amount of any such refund from you, including by subtracting such refund amount out from any future Payouts due to you.
In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to our collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.
10.3.1 Any refunds or credits due to a User pursuant to the TastePro Terms and Refund Policy will be initiated and remitted by TastePro’s payment platform in accordance with these Payments Terms.
10.3.2 TastePro’s payment platform will process refunds immediately, however, the timing to receive any refund will vary based on the Payment Method and any applicable payment system (e.g., Visa, Mastercard, etc.) rules.
10.4 Payment Processing Errors
We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same Payout Method or Payment Method used for the original Payout to or payment by you, so that you end up receiving or paying the correct amount. This may be performed by TastePro’s payment platform or a third party such as your financial institution.
10.6.1 If TastePro’s payment platform is unable to collect any amounts you owe under these Payments Terms, TastePro’s payment platform may engage in collection efforts to recover such amounts from you.
10.6.2 TastePro’s payment platform will deem any owed amounts overdue when, for withholdings from a Restaurant’s future Payouts, thirty (30) days have elapsed after the adjustment is made to the Restaurant’s account or the associated services have been provided, whichever is later.
10.6.3 TastePro’s payment platform will deem any overdue amounts not collected to be in default when ninety (90) days have elapsed for withholdings from a Restaurant’s future Payouts, after the adjustment is made to the Restaurant’s account or the associated services have been provided, whichever is later.
10.6.4 You hereby explicitly agree that all communication in relation to amounts owed will be made by electronic mail or by phone, as provided to TastePro and/or TastePro’s payment platform by you. Such communication may be made by TastePro, TastePro’s payment platform, or by anyone on their behalf, including but not limited to a third-party collection agent.
11. Currency Conversion
TastePro Payments will process each transaction in the currency the User selects via the TastePro Platform. The currencies available to make and receive payments for any given transaction may be limited for regulatory or operational reasons based on factors such as the User’s selected Payment Method or Payout Method and/or the User’s country of residence or TastePro contracting entity(ies). Any such limitations will be communicated via the TastePro Platform, and you will be prompted to select a different currency, Payment Method or Payout Method. Note that a User’s third-party payment service provider may impose transaction, currency conversion or other fees based on the currency or Payment Method the User selects to make or receive payments, and TastePro Payments is not responsible for any such fees and disclaims all liability in this regard.
12. Abandoned Property
If we cannot initiate a Payout, refund, or pay other funds due to you for the relevant period of time set forth by your state, country, or other governing body in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by submitting such funds to the appropriate governing body as required by law.
13. Prohibited Activities
You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:
• breach or circumvent any applicable laws or regulations, agreements with third parties, third-party rights, or the TastePro Terms, Policies, or Standards;
• use the Payment Services for any commercial or other purposes that are not expressly permitted by these Payments Terms;
• register or use any Payment Method or Payout Method with your TastePro Account that is not yours or you do not have authorization to use;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by TastePro Payments or any of TastePro Payments’ providers or any other third party to protect the Payment Services;
• take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
• attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
• violate or infringe anyone else’s rights or otherwise cause harm to anyone.
14. Intellectual Property Ownership, Rights Notices
14.1 The Payment Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Payment Services, including all associated intellectual property rights, are the exclusive property of TastePro, TastePro Payments and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Payment Services. All trademarks, service marks, logos, trade names, and any other proprietary designations of TastePro or TastePro Payments used on or in connection with the Payment Services are trademarks or registered trademarks of TastePro or TastePro Payments in the United States and abroad. Trademarks, service marks, logos, trade names, and any other proprietary designations of third parties used on or in connection with Payment Services are used for identification purposes only and may be the property of their respective owners.
14.2 You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Payment Services, except as expressly permitted in these Payments Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by TastePro, TastePro Payments, or its licensors, except for the licenses and rights expressly granted in these Payments Terms.
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Payment Services (“Feedback”). You may submit Feedback by emailing us, through the “Contact” section of the TastePro Platform, at Info@GoTastePro.com. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
16.1 If you choose to use the Payment Services, you do so voluntarily and at your sole risk. To the maximum extent permitted by law, the Payment Services are provided “as is”, without warranty of any kind, either express or implied.
16.2 Notwithstanding TastePro Payments’ appointment as the limited payment collection agent of Providing Users for the purposes of accepting payments from Purchasing Users through the TastePro Platform, TastePro Payments explicitly disclaims all liability for any act or omission of any User or other third party. TastePro Payments does not have any duties or obligations as agent for each Providing User except to the extent expressly set forth in these Payments Terms, and any additional duties or obligations as may be implied by law are, to the maximum extent permitted by applicable law, expressly excluded.
16.3 If we choose to conduct identity verification on any User, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a User or guarantee that a User will not engage in misconduct in the future.
16.4 The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights or warranties which cannot lawfully be excluded. However, the duration of any statutorily required warranties shall be limited to the maximum extent (if any) permitted by law.
17.1 Except as provided in Section 17.2, you acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Payment Services remains with you. If you permit or authorize another person to use your TastePro Account in any way, you are responsible for the actions taken by that person. Neither TastePro Payments nor any other party involved in creating, producing, or delivering the Payment Services will be liable for any incidental, special, exemplary, or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Payments Terms, (ii) from the use of or inability to use the Payment Services, or (iii) from any communications, interactions, or meetings with other Users or other persons with whom you communicate, interact, transact, or meet with as a result of your use of the Payment Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not TastePro Payments has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Providing Users pursuant to these Payments Terms, in no event will TastePro Payments’ aggregate liability arising out of or in connection with these Payments Terms and your use of the Payment Services including, but not limited to, from your use of or inability to use the Payment Services, exceed the amounts you have paid or owe for bookings via the TastePro Platform as a User in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Restaurant, the amounts paid by TastePro Payments to you in the twelve (12) month period prior to the event giving rise to the liability, or one U.S. dollar (US$1), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between TastePro Payments and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. If you reside outside of the U.S., this does not affect TastePro Payments’ liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.
17.2 TastePro Payments is liable for any negligent breaches of essential contractual obligations by us, our legal representatives, directors, or other vicarious agents; such liability is limited to the typically occurring foreseeable damages. Essential contractual obligations are such duties of TastePro Payments in whose proper fulfillment you regularly trust and must trust for the proper execution of the contract. Any additional liability of TastePro Payments is excluded to the maximum extent allowed by applicable law.
To the maximum extent permitted by applicable law, you agree to release, defend (at TastePro Payments’ option), indemnify, and hold TastePro Payments and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Payments Terms; (ii) your improper use of the Payment Services; (iii) TastePro Payments’ Collection and Remittance of Occupancy Taxes; or (iv) your breach of any laws, regulations, or third-party rights.
19. Termination, Suspension, and other Measures
19.1 This Agreement will continue unless and until it is terminated, suspended or other measures are taken as described in this Section 20.
19.2 You may terminate this Agreement at any time by sending us an email, or by following the termination procedures specified in the TastePro Terms. Terminating this Agreement will also serve as notice to cancel your TastePro Account pursuant to the TastePro Terms. If you cancel your TastePro Account as a Restaurant, TastePro Payments will provide a full refund to any Users with confirmed booking(s). If you cancel your TastePro Account as a User, TastePro Payments will initiate a refund for any confirmed booking(s) based on our cancellation policy.
19.3 Without limiting our rights specified below, TastePro Payments may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.
19.4 TastePro Payments may immediately, without notice terminate this Agreement if (i) you have materially breached your obligations under this Agreement; (ii) you have provided inaccurate, fraudulent, outdated, or incomplete information; (iii) you have violated applicable laws, regulations, or third-party rights; or (iv) TastePro Payments believes in good faith that such action is reasonably necessary to protect other Users, Partners, TastePro Payments, or third parties (for example in the case of fraudulent behavior of a User).
19.5 In addition, TastePro Payments may limit or temporarily or permanently suspend your use of or access to the Payment Services (i) to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, or if (ii) you have breached these Payments Terms, the TastePro Terms, applicable laws, regulations or third-party rights, (iii) you have provided inaccurate, fraudulent, outdated, or incomplete information regarding a Payment Method or Payout Method, (iv) any amounts you owe under these Payments Term are overdue or in default, or (v) TastePro Payments believes in good faith that such action is reasonably necessary to protect the personal safety or property of TastePro, its Users, TastePro Payments, or third parties, or to prevent fraud or other illegal activity.
19.6 In case of non-material breaches and where appropriate, you will be given notice of any measure by TastePro Payments and an opportunity to resolve the issue to TastePro Payments' reasonable satisfaction.
19.7 If TastePro Payments takes any of the measures described in this Section you may appeal such a decision by contacting customer service.
19.8 If you are a Restaurant and we take any of the measures described in this Section we may refund your Users in full for any and all confirmed bookings, and you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.
19.9 If your access to or use of the Payment Services has been limited or this Agreement has been terminated by us, you may not register a new TastePro Account or attempt to access and use the Payment Services through other a TastePro Account of another User.
20. Applicable Law and Jurisdiction
These Payments Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 22 must be brought in state or federal court in San Diego, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in San Diego, California.
21. Dispute Resolution and Arbitration Agreement
21.1 This Dispute Resolution and Arbitration Agreement shall apply if you bring any claim against TastePro Payments
21.2 Overview of Dispute Resolution Process. TastePro Payments is committed to participating in a consumer-friendly dispute resolution process. To that end, these Payments Terms provide for a two-part process for individuals to whom Section 21.1 applies: (1) an informal negotiation directly with TastePro’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 21 and except as provided in Section 21.6). Specifically, the Consumer Arbitration Rules provide:
• Claims can be filed with AAA online (www.adr.org);
• Arbitrators must be neutral and no party may unilaterally select an arbitrator;
• Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
• Parties retain the right to seek relief in small claims court for certain claims, at their option;
• The initial filing fee for the consumer is capped at $200;
• The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents; and
• The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.
21.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and TastePro Payments each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact TastePro’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
21.4 Agreement to Arbitrate. You and TastePro Payments mutually agree that any dispute, claim or controversy arising out of or relating to these Payments Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Payment Services (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and TastePro Payments agree that the arbitrator will decide that issue.
21.5 Exceptions to Arbitration Agreement. You and TastePro Payments each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
21.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org.
21.7 Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, TastePro Payments agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in San Diego County; (c) in any other location to which you and TastePro Payments both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
21.8 Modification of AAA Rules - Attorney’s Fees and Costs. You and TastePro Payments agree that you will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the AAA rules.
21.9 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
21.10 Jury Trial Waiver. You and TastePro Payments acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
21.11 No Class Actions or Representative Proceedings. You and TastePro Payments acknowledge and agree that, to the fullest extent permitted by applicable law, we are each waiving the right to participate as a plaintiff or class User in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless you and TastePro Payments both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 21.11 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this Section 19.11 is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and TastePro Payments agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.
21.12 Severability. Except as provided in Section 21.11, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
21.13 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Payments Terms”), if TastePro Payments changes this Section 21 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Payments Terms (or accepted any subsequent changes to these Payments Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of TastePro Payments’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and TastePro Payments in accordance with the provisions of the “Dispute Resolution” section as of the date you last accepted these Payments Terms (or accepted any subsequent changes to these Payments Terms).
21.14 Survival. Except as provided in Section 21.12 and subject to Section 19.8, this Section 21 will survive any termination of these Payments Terms and will continue to apply even if you stop using the Payment Services or terminate your TastePro Account.
22. General Provisions
22.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Payments Terms constitute the entire Agreement between TastePro Payments and you regarding the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between TastePro Payments and you regarding the Payment Services.
22.2 No joint venture, partnership, employment, or agency relationship exists between you or TastePro Payments as a result of this Agreement or your use of the Payment Services.
22.3 If any provision of these Payments Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
22.4 TastePro Payments’ failure to enforce any right or provision in these Payments Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Payments Terms, the exercise by either party of any of its remedies under these Payments Terms will be without prejudice to its other remedies under these Payments Terms or otherwise permitted under law.
22.5 You may not assign, transfer, or delegate this Agreement and your rights and obligations hereunder without TastePro Payments’ prior written consent. TastePro Payments may without restriction assign, transfer, or delegate this Agreement and any rights and obligations, at its sole discretion, with thirty (30) days’ prior notice (or two (2) months’ prior notice for Users contracting with TastePro Payments UK or TastePro Payments Luxembourg). Your right to terminate this Agreement at any time remains unaffected.
22.6 This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third-party beneficiaries of this Agreement for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to this Agreement.
22.7 Unless specified otherwise, any notices or other communications permitted or required under this Agreement, will be in writing and given by TastePro Payments via email, TastePro Platform notification, or messaging service (including SMS and WeChat).
23. Additional Clauses for Users that are Businesses.
The following paragraphs also apply if you are using the Payment Services as a representative (“Representative”) acting on behalf a business, company or other legal entity (in such event, for purposes of the Payment Terms, “you” and “your” will refer and apply to that business, company or other legal entity).
23.1 You accept the Payment Terms and you will be responsible for any act or omission of employees or third-party agents using the Payment Service on your behalf.
23.2 You and your Representative individually affirm that you are authorized to provide the information described in section 6 above and your Representative has the authority to bind you to these Payment Terms. We may require you to provide additional information or documentation demonstrating your Representative’s authority.
23.3 You represent and warrant to us that: (i) you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for receiving the Payment Services; and (ii) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement.
23.4 For any Payout Method linked to your TastePro Account, you authorize TastePro Payments to store the Payout Method, remit payments using the Payout Method for bookings associated with your TastePro Account and take any other action as permitted in the Payment Terms in respect of the Payout Method.
23.5 If you handle, store or otherwise process payment card information on behalf of anyone or any third-party, you agree to comply on an ongoing basis with applicable data privacy and security requirements under the current Payment Card Industry Data Security Standard with regards to the use, access, and storage of such credit card information. For additional information, including tools to help you assess your compliance, see http://www.visa.com/cisp and https://www.mastercard.com/sdp.
24. Contacting TastePro Payments
You may contact TastePro Payments regarding the Payment Services by emailing us at Info@GoTastePro.com
These Payments Terms are available at www.GoTastePro.com/pages/payments_terms. TastePro Payments will provide a copy of these Payments Terms on request. If you have any questions about these Payments Terms, please email us.