TastePro Restaurant Partner Terms of Service
Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the TastePro Platform, you agree to comply with and be bound by these Terms.
Updated January 28, 2021
Thank you for using TastePro!
These Terms constitute a legally binding agreement ("Agreement") between you and TastePro (as defined below) governing your access to and use of the TastePro website, including any subdomains thereof, and any other websites through which TastePro makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "TastePro Services"). The Site, Application and TastePro Services together are hereinafter collectively referred to as the “TastePro Platform”. Our Customer Refund Policy, Nondiscrimination Policy and other Policies applicable to your use of the TastePro Platform are incorporated by reference into this Agreement.
When we mention “you,” “restaurant(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. 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.
Any and all payment processing services through or in connection with your use of the TastePro Platform ("Payment Services") are provided to you by one or more TastePro’s payment platform entities (individually and collectively, as appropriate, "TastePro’s payment platform") as set out in the Payments Terms of Service ("Payments Terms").
Restaurant partners alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their businesses. This includes, but is not limited to, the following:
• Maintaining and keeping in good standing all licenses and permits necessary to sell food and drink, including license to sell alcohol where applicable
• Maintaining good standing with all public health requirements, and for displaying health code letter grade in a visible location on property
• Following all local, state and federal laws
• Monitoring and being held accountable for customers’ alcohol intake, and denying alcohol service to anyone who appears to be intoxicated
• Ensuring that all patrons served alcohol are of legal drinking age
• Consulting with all patrons about any food allergies or dietary restrictions prior to service
1. Scope of TastePro Services
1.1 The TastePro Platform is an online marketplace that enables customers (“Guests” or “Users”) to pre-purchase consumable, ready-to-eat food and/or drink items (hereafter “Tasting Menu”) from licensed food & beverage establishments (“Restaurants”), as displayed on the product page(s) that include that restaurant, or, if applicable, the restaurants’ designated listing page (“Tour” or “Tour Page(s)” or “Listing(s)”). The purchase is deemed to be complete upon reception of an email, confirming the purchase and including the invoice, (hereafter “Booking Confirmation”) on the part of the Company coming from the email address Info@GoTastePro.com (hereafter “Email address”), containing details of the purchased service and data regarding the receipt.
1.2 As the provider of the TastePro Platform, TastePro does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any food or drink. Restaurants alone are responsible for their Tasting Menus. When users book a Restaurant on TastePro, they are entering into a contract directly with the Restaurant. TastePro is not and does not become a party to or other participant in any contractual relationship between Users and any Restaurant(s) booked on a TastePro tour, nor is TastePro a restaurant broker or insurer. TastePro is not acting as an agent in any capacity for any user or Restaurant, except as specified in the Payments Terms.
1.3 While we may help facilitate the resolution of disputes, TastePro has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Restaurant Partner, (ii) the truth or accuracy of any Tour or Listing descriptions, or (iii) the performance or conduct of any user or third party. TastePro does not endorse any user, Listing or Restaurant Partner. In cases where Tour or Listing images are taken, they are intended only to indicate a photographic representation of a Tour or Listing at the time the photograph was taken, and are therefore not an endorsement by TastePro of any Restaurant Partner.
1.4 If you choose to use the TastePro Platform as a Restaurant Partner (as defined below), your relationship with TastePro is limited to being an independent, third-party contractor, and not an employee, agent, or joint venturer of TastePro for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of TastePro. TastePro does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Restaurant Partner Services. You acknowledge and agree that you have complete discretion whether to list your business on TastePro or otherwise engage in other business or employment activities.
1.5 To promote the TastePro Platform and to increase the exposure of Tours and Listings to potential users and Restaurant Partners, Listings and other content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Users who speak different languages, Listings and other User Content may be translated, in whole or in part, into other languages. TastePro cannot guarantee the accuracy or quality of such translations and Users are responsible for reviewing and verifying the accuracy of such translations. The TastePro Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.
1.6 The TastePro Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. TastePro 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 of such Third-Party Services.
1.7 Due to the nature of the Internet, TastePro cannot guarantee the continuous and uninterrupted availability and accessibility of the TastePro Platform. TastePro may restrict the availability of the TastePro Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the TastePro Platform. TastePro may improve, enhance and modify the TastePro Platform and introduce new TastePro Services from time to time.
2. Eligibility, Using the TastePro Platform
2.1 In order for a business to be listed on the TastePro Platform as a Restaurant Partner, it must possess a valid business license, as well as all valid licenses and permits to operate as a food and/or beverage entity within all cities and states where its locations are listed on TastePro. Restaurant Partners must be an existing business, organization or other legal entity in good standing under federal and state law and able to enter into legally binding contracts. Additional eligibility requirements can be found by accessing TastePro’s Restaurant Partner Requirements at https://gotastepro.com/pages/restaurant-eligibility-requirements.
2.2 You represent and warrant that you are not listed on any U.S. Government list of prohibited or restricted parties.
2.3 TastePro may make access to and use of the TastePro Platform, or certain areas or features of the TastePro Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, and customer service and complaint history.
2.4 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any User’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Users, (ii) screen Users against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a User, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).
2.5 The access to or use of certain areas and features of the TastePro Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the TastePro Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the TastePro Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.
2.6 Some areas of the TastePro Platform may implement Mapbox mapping services, including Mapbox API(s). Your use of Mapbox is subject to the Mapbox Additional Terms of Service.
3. Modification of these Terms
TastePro reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the TastePro Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the TastePro Platform will constitute acceptance of the revised Terms.
4. Account Registration
4.1 When you list your business, organization or other legal entity on TastePro, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
4.2 You must provide accurate, current and complete information during the registration process and keep your TastePro Account and public TastePro Account tour and listing page information up-to-date at all times. You are responsible for communicating to TastePro any changes necessary to keep your listing page and any information displayed on tour pages up-to-date, including but not limited to changes in menu items, price, available days and hours, and blackout dates. Communication must be made in writing and sent via email to Info@GoTastePro.com.
4.3 You may not register more than one (1) TastePro Account unless TastePro authorizes you to do so. You may not assign or otherwise transfer your TastePro Account to another party without notifying TastePro in writing, sent via email to Info@GoTastePro.com.
4.4 TastePro may enable features that allow you to authorize other Users or certain third parties to take certain actions that affect your TastePro Account. For example, we may enable Users to link their TastePro Accounts to businesses and take actions for those businesses, or we may enable eligible Users or certain third parties to book Restaurants on behalf of other Users. These features do not require that you share your credentials with any other person. No third party is authorized by TastePro to ask for your credentials, and you shall not request the credentials of another User.
5.1 TastePro may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the TastePro Platform ("User Content"); and (ii) access and view User Content and any content that TastePro itself makes available on or through the TastePro Platform, including proprietary TastePro content and any content licensed or authorized for use by or through TastePro from a third party ("TastePro Content" and together with User Content, "Collective Content").
5.2 The TastePro Platform, TastePro Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the TastePro Platform and TastePro Content, including all associated intellectual property rights, are the exclusive property of TastePro and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the TastePro Platform, TastePro Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of TastePro used on or in connection with the TastePro Platform and TastePro Content are trademarks or registered trademarks of TastePro 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 the TastePro Platform, TastePro Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the TastePro Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by TastePro or its licensors, except for the licenses and rights expressly granted in these Terms.
5.4 Subject to your compliance with these Terms, TastePro grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and view any Collective Content made available on or through the TastePro Platform and accessible to you, solely for your personal and non-commercial use.
5.6 TastePro may offer Partners the option of having professional photographers take photographs of their Restaurants, which are made available by the photographer to Partners to include in their Listings with or without a watermark or tag bearing the words "TastePro.com Verified Photo" or similar wording ("Verified Images"). You are responsible for ensuring that your Restaurant is accurately represented in the Verified Images and you will stop using the Verified Images on or through the TastePro Platform if they no longer accurately represent your Restaurant, if you stop listing your Restaurant on the TastePro platform, or if your TastePro Account is terminated or suspended for any reason. You acknowledge and agree that TastePro shall have the right to use any Verified Images in accordance with Section 5.5 for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Where TastePro is not the exclusive owner of Verified Images, by using such Verified Images on or through the TastePro Platform, you grant to TastePro an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. TastePro in turn grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use Verified Images outside of the TastePro Platform solely for your personal and non-commercial use.
5.7 You are solely responsible for all User Content that you make available on or through the TastePro Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the TastePro Platform or you have all rights, licenses, consents and releases that are necessary to grant to TastePro the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or TastePro's use of the User Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.8 You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates TastePro’s Content Policy or any other TastePro policy. TastePro may, without prior notice, remove or disable access to any User Content that TastePro finds to be in violation of applicable law, these Terms or TastePro’s then-current Policies or Standards, or otherwise may be harmful or objectionable to TastePro, its Users, third parties, or property.
5.9 TastePro respects copyright law and expects its Users to do the same. If you believe that any content on the TastePro Platform infringes copyrights you own, please notify us in accordance with our Copyright Policy.
6. Service Fees
6.1 TastePro may charge Service fees to Partners (“TastePro Fees”) in consideration for the use of the TastePro Platform. More information about when Service Fees apply and how they are calculated can be found on in your service fee agreement provided prior to your listing your Restaurant on TastePro, or by emailing us at Info@GoTastePro.com.
6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed in TastePro’s regular partner payout documents. TastePro reserves the right to change the Service Fees at any time, and will provide Partners adequate notice by email at least thirty (30) days before the date these changes become effective. If you disagree with the revised Fees, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Fees become effective, your continued access to or use of the TastePro Platform will constitute acceptance of the revised Fees.
6.3 You are responsible for paying any Service Fees that you owe to TastePro. The applicable Service Fees (including any applicable Taxes) are collected by TastePro’s payment platform, which will deduct any TastePro Fees before remitting the payout to the Restaurant.
7. Terms specific for Restaurants
7.1 Terms applicable to all Tours and Listings
7.1.1 When submitting your restaurant to be added to a tour(s) and/or creating a Listing through the TastePro Platform you must (i) provide complete and accurate information about your Restaurant Service (such as listing description, tasting menu items and dietary and allergy accommodations, location, and calendar availability), (ii) disclose any deficiencies, restrictions and requirements that apply (such as any minimum age, pet policy and dress code) and (iii) provide any other pertinent information requested by TastePro. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times. Updates to your listing information should be communicated via email to Info@GoTastePro.com.
7.1.2 You are solely responsible for setting a price (including any Taxes and gratuities if applicable) for your Listing (“Listing Fee”).
7.1.3 Any terms and conditions included in your Listing, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Listing.
7.1.4 Pictures, animations or videos (collectively, "Images") used in your Listings must accurately reflect the quality and condition of your Restaurant's food, drink, atmosphere and service, including the food and drink served on your tasting menu. TastePro reserves the right to require that Restaurants have a minimum number of Images of a certain format, size and resolution.
7.1.5 The placement and ranking of Listings in search results on the TastePro Platform may vary and depend on a variety of factors, such as User search parameters and preferences, Restaurant requirements, price and calendar availability, number and quality of Images, customer service, Reviews and Ratings, type of Restaurant Service, and/or ease of booking. More information about the factors that determine how your Listing appears in search results can be found on our help center.
7.1.6 When a User books your Restaurant as part of a tour on the TastePro platform, you are entering into a legally binding agreement with the User and are required to provide your Restaurant Service(s) to the User as described in your Listing when the booking request is made. You also agree to pay the applicable TastePro Fee and any applicable Taxes.
7.1.7 TastePro recommends that Restaurants obtain appropriate insurance for their Restaurant Services. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Users (and the individuals the User has booked for, if applicable) while dining at your Restaurant.
7.2 Tours and Listings
7.2.1 Unless expressly allowed by TastePro, you may not list more than one Restaurant per Listing.
7.2.2 You represent and warrant that any Listing you post and the booking of your restaurant on a Tour, will (i) not breach any agreements you have entered into with any third parties or other agreements, and (ii) comply with all applicable laws, Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations). As a Restaurant, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any staff Users and customers, excluding the User and any individuals accompanying the User as part of their booking.
7.3 Listing Management
7.3.1 TastePro may enable Partners to authorize their staff Users (“Staff”) to administer the Restaurant’s Listing(s), and to bind the Restaurant and take certain actions in relation to the Listing(s) as permitted by the Restaurant, such as updating the Listing Fee and calendar availability (collectively, “Listing Services”). Any agreement formed between Restaurant and Staff may not conflict with these Terms, the Payments Terms, or any other Policies applicable to your Restaurant Service(s). Staff may only act in an individual capacity and not on behalf of a company or other organization, unless expressly authorized by TastePro. TastePro reserves the right, in our sole discretion, to limit the number of Staff a Restaurant may invite for each Listing and to limit the number of Listings Staff may manage.
7.3.2 Restaurants should exercise due diligence and care when deciding who to add as Staff to their Listing(s). Restaurants remain solely responsible and liable for any and all Listings and User Content published on the TastePro Platform, including any Listing created by Staff on their behalf. Further, Restaurants remain responsible and liable for their own acts and omissions, including, but not limited to, conduct that causes harm or damage to the Staff(s). Staff remain responsible and liable for their own acts and omissions when engaging in their roles and responsibilities as Staff, including, but not limited to, conduct that causes harm or damage to the Restaurant. In addition, both Restaurant and Staff are jointly responsible and severally liable for third party claims, including User claims, arising from the acts and omissions of the other person as related to Restaurant activities, communications with Users, and the provision of any Staff Services.
7.3.3 Unless agreed otherwise by Restaurant and Staff, Restaurant and Staff may terminate the Staff agreement at any time. In addition, both Restaurant and Staff acknowledge that their relationship on TastePro will terminate in the event that TastePro (i) terminates the Staff service or (ii) terminates either party’s participation in the Staff service. When the Staff agreement is terminated, the Restaurant will remain responsible for all of the Staff’s actions prior to the termination, including the responsibility to fulfill any pending or future bookings initiated prior to the termination. When a staff User is removed as Staff, that individual will no longer have access to any Restaurant or User information related to the applicable Restaurant’s Listing(s).
7.3.4 Restaurants acknowledge that Reviews and Ratings from Users for their Listing(s) may be impacted by Staff’s conduct and performance.
8. Booking Modifications, Cancellations and Refunds
8.1 Restaurants and Users are responsible for any modifications to a booking that they make via the TastePro Platform or direct TastePro customer service to make ("Booking Modifications"), and agree to pay any additional Listing Fees, TastePro Fees and/or Taxes associated with such Booking Modifications.
8.2 Users can cancel a confirmed booking at any time pursuant to TastePro’s refund policy, and TastePro’s payment platform will refund the amount of the Total Fees due to the User in accordance with such refund policy. Unless extenuating circumstances exist, any portion of the Total Fees due to the Restaurant under the applicable refund policy will be remitted to the Restaurant by TastePro’s payment platform pursuant to the Payments Terms. TastePro’s refund policy is available at https://gotastepro.com/pages/refund-policy.
8.3 If a Restaurant cancels a confirmed booking and/or is unable to serve upstanding Users who arrive on the date and within the time window(s) listed on their booking confirmation, the User will receive a full refund of the Total Fees for such booking. In some instances, TastePro may allow the User to apply the refund to a new booking, in which case TastePro’s payment platform will credit the amount against the User’s subsequent booking at the User’s direction. In addition, TastePro may (i) keep the calendar for the Listing unavailable or blocked for the dates of the cancelled booking, and/or (ii) impose a cancellation fee, unless the Restaurant has a valid reason for cancelling the booking pursuant to TastePro’s Extenuating Circumstances Policy.
8.4 If weather or other conditions exist that pose a safety risk to Users, or prevent a Restaurant from carrying out its standard operations, then Restaurants may cancel a User’s booking.
8.5 In certain circumstances, TastePro may decide, in its sole discretion, that it is necessary to cancel a pending or confirmed booking and initiate corresponding refunds and payouts. This may be for reasons set forth in TastePro's Extenuating Circumstances Policy or (i) where TastePro believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to TastePro, other Users, third parties or property, or (ii) for any of the reasons set out in these Terms.
8.6 If a User who books a Tour suffers an extenuating circumstance as defined in the Refund Policy, TastePro may determine, in its sole discretion, to refund the User part or all of the Total Fees in accordance with the User Refund Policy.
8.7 If a User or TastePro cancels a confirmed booking, and the User receives a refund in accordance with the User Refund Policy or Extenuating Circumstances Policy, after the Restaurant has already been paid, TastePro’s payment platforms will be entitled to recover the amount of any such refund from the Restaurant, including by subtracting such refund amount out from any future Payouts due to the Restaurant.
9. Ratings and Reviews
9.1 It may come to be that within a certain timeframe after completing a booking, Users and Restaurants can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual users and do not reflect the opinion of TastePro. Ratings and Reviews are not verified by TastePro for accuracy and may be incorrect or misleading.
9.2 Ratings and Reviews by Users and Restaurants must be accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to Section 5 and must comply with TastePro’s Content Policy and Extortion Policy.
9.3 Partners are prohibited from manipulating the Ratings and Reviews system in any manner, such as offering discounts, refunds or promotions in exchange for positive reviews and ratings.
9.4 Ratings and Reviews are part of a Restaurant’s public profile and may also be surfaced elsewhere on the TastePro Platform (such as the Listing page) together with other relevant information such as number of bookings, number of cancellations and other information.
10.1 As a Restaurant you are solely responsible for determining your obligations to report, collect, remit or include in your Listing Fees any applicable sales taxes or other federal and state taxes ("Taxes").
10.2 Tax regulations may require us to collect appropriate Tax information from Restaurants, or to withhold Taxes from payouts to Restaurants, or both. If a Restaurant fails to provide us with the required documentation under applicable law (e.g., a tax number) that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution.
10.3 You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where your Restaurant is located may require Taxes to be collected from Users or Restaurants on Listing Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Listing Fees set by Restaurants.
10.4 In certain jurisdictions, TastePro may decide in its sole discretion to facilitate collection and remittance of Taxes from or on behalf of Users or Restaurants, in accordance with these Terms ("Collection and Remittance") if such jurisdiction asserts TastePro or Restaurants have an Tax collection and remittance obligation. In any jurisdiction in which we decide to facilitate direct Collection and Remittance, you hereby instruct and authorize TastePro (via TastePro Payments) to collect Taxes from Users on the Restaurant's behalf at the time Listing Fees are collected, and to remit such Taxes to the Tax Authority. In other jurisdictions TastePro may decide in its sole discretion to collect Taxes and remit such Taxes to eligible and qualifying Restaurants, based on tax information supplied by the Restaurant, for ultimate reporting and remittance by such Restaurant to the Tax Authority (“Pass-Through Tax Feature”). Such Restaurants using the Pass-Through Tax Feature will be solely responsible for informing TastePro about the correct Tax amount to be collected from the User in accordance with applicable law and directly remitting the Taxes to the relevant Tax Authority. TastePro does not assume any liability for the failure of a participating Restaurant to comply with any applicable tax reporting or remittance obligations. The amount of Taxes, if any, collected and remitted by TastePro will be visible to and separately stated to Restaurants on their transaction documents. Where TastePro is facilitating Collection and Remittance, Restaurants are not permitted to collect any Taxes being collected by TastePro relating to their business in that jurisdiction.
10.5 You agree that any claim or cause of action relating to TastePro's facilitation of Collection and Remittance of Taxes shall not extend to any supplier or vendor that may be used by TastePro in connection with facilitation of Collection and Remittance, if any. Restaurants agree that we may seek additional amounts from you in the event that the Taxes collected and/or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Taxes collected is a refund of Taxes collected by TastePro from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.
10.6 TastePro reserves the right, with prior notice to Restaurants, to cease the Collection and Remittance in any jurisdiction for any reason at which point Restaurants are once again solely responsible and liable for the collection and/or remittance of any and all Taxes that may apply to business in that jurisdiction.
11. Prohibited Activities
11.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the TastePro Platform. In connection with your use of the TastePro Platform, 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 our Terms, Policies or Standards;
• use the TastePro Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies TastePro endorsement, partnership or otherwise misleads others as to your affiliation with TastePro;
• use the TastePro Platform in connection with the distribution of unsolicited commercial messages ("spam");
• offer, as a Restaurant, any food, drink or service that you do not yourself own or have permission to make available through the TastePro Platform;
• use the TastePro Platform to accept bookings where your tasting menu is served and paid for independent of the TastePro Platform, to circumvent any Service Fees or for any other reason;
• accept payment for Listing Fees outside of the TastePro Platform or TastePro’s payment platform. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold TastePro harmless from any liability for such payment;
• discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
• use, display, mirror or frame the TastePro Platform or Collective Content, or any individual element within the TastePro Platform, TastePro's name, any TastePro trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the TastePro Platform, without TastePro's express written consent;
• dilute, tarnish or otherwise harm the TastePro brand in any way, including through unauthorized use of Collective Content, registering and/or using TastePro or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to TastePro domains, trademarks, taglines, promotional campaigns or Collective Content;
• use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the TastePro Platform for any purpose;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by TastePro or any of TastePro's providers or any other third party to protect the TastePro Platform;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the TastePro Platform;
• take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the TastePro Platform;
• export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
• violate or infringe anyone else’s rights or otherwise cause harm to anyone.
Additional prohibited activities include:
• Delivering a lower level of service and/or lower quality food and/or drink to TastePro Users as compared to other guests
• While you can allow Users to purchase additional items not covered in your Listing Fee for an additional charge, you cannot make Users uncomfortable through aggressive upsell
• Serving portion sizes that do not represent at least 25% of the total amount of food and/or drink a typical guest would consume over the course of a full meal at your restaurant
• Not honoring tasting menu items advertised on your Listing Page, or making a reasonable effort to substitute equal or higher-quality items in case of ingredient shortages and/or seasonality
• In cases where substitution of tasting menu items is necessary, not honoring posted dietary/allergy accommodations
• Not honoring TastePro booking confirmations during posted time windows and/or making a reasonable effort to seat Users who arrive within posted time windows, whereby seating is unavailable until after the time window ends
• Not honoring the posted policies, including but not limited to kid policies, pet policies and dress code, made at the time of a User’s booking.
11.2 You acknowledge that TastePro has no obligation to monitor the access to or use of the TastePro Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the TastePro Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Partners agree to cooperate with and assist TastePro in good faith, and to provide TastePro with such information and take such actions as may be reasonably requested by TastePro with respect to any investigation undertaken by TastePro or a representative of TastePro regarding the use or abuse of the TastePro Platform.
11.3 If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to TastePro by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).
12. Term and Termination, Suspension and other Measures
12.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or TastePro terminate the Agreement in accordance with this provision.
12.2 You may terminate this Agreement at any time by sending us an email. If you cancel your TastePro Account, any confirmed booking(s) will be automatically cancelled and booked Users will receive a full refund.
12.3 Without limiting our rights specified below, TastePro may terminate this Agreement for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.
12.4 TastePro may immediately, without notice, terminate this Agreement and/or stop providing access to the TastePro Platform if (i) you have materially breached your obligations under these Terms, the Payments Terms, our Policies or Standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) TastePro believes in good faith that such action is reasonably necessary to protect the personal safety or property of TastePro, its Users, or third parties (for example in the case of fraudulent behavior of a Partner).
12.5 In addition, TastePro may take any of the following measures (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 Terms, the Payments Terms, our Policies or Standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the TastePro Account registration, Listing process or thereafter, (iv) you and/or your Listings or Restaurant Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or TastePro otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings without a valid reason, or (vii) TastePro believes in good faith that such action is reasonably necessary to protect the personal safety or property of TastePro, its Users, or third parties, or to prevent fraud or other illegal activity:
• Refuse to surface, delete or delay any Listings or other User Content;
• Cancel any pending or confirmed bookings;
• Limit your access to or use of the TastePro Platform;
• Temporarily or permanently revoke any special status associated with your TastePro Account;
• Temporarily or in case of severe or repeated offenses permanently suspend your TastePro Account and stop providing access to the TastePro Platform.
In case of non-material breaches and where appropriate, you will be given notice of any intended measure by TastePro and an opportunity to resolve the issue to TastePro's reasonable satisfaction.
12.6 If we take any of the measures described above (i) we may refund booked Users in full for any and all confirmed bookings that have been cancelled, irrespective of preexisting cancellation policies, and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.
12.7 When this Agreement has been terminated, you are not entitled to a restoration of your TastePro Account or any of your User Content. If your access to or use of the TastePro Platform has been limited or your TastePro Account has been suspended or this Agreement has been terminated by us, you may not register a new TastePro Account or access and use the TastePro Platform through a TastePro Account of another User.
12.8 Sections 5 and 13 to 19 of these Terms shall survive any termination or expiration of this Agreement.
If you choose to use the TastePro Platform or Collective Content, you do so voluntarily and at your sole risk. The TastePro Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.
You agree that you have had whatever opportunity you deem necessary to investigate the TastePro Services, laws, rules, or regulations that may be applicable to your Listings and that you are not relying upon any statement of law or fact made by TastePro relating to a Listing.
If we choose to conduct identity verification or background checks 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 Partner or guarantee that a Partner will not engage in misconduct in the future.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
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 TastePro Platform and Collective Content, your publishing any Listing via the TastePro Platform, or any other interaction you have with Users whether in person or online remains with you. Neither TastePro nor any other party involved in creating, producing, or delivering the TastePro Platform or Collective Content 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 Terms, (ii) from the use of or inability to use the TastePro Platform or Collective Content, (iii) from any communications, interactions or meetings with other Users or other persons with whom you communicate, interact or meet with as a result of your use of the TastePro Platform, or (iv) from your publishing of a Listing, including the provision or use of a Listing’s food, drink and/or services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not TastePro 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.
You acknowledge that Users can have dietary restrictions, allergies and other health risks when consuming food and/or drink at your restaurant, as well as physically entering, dining at, and exiting your property, and you assume all risks and liability for any claims related to food or drink consumed, or experience on, coming to and/or leaving your property. You are solely responsible for learning of any allergies or dietary restrictions among customers before serving them.
Except for our obligations to pay amounts to applicable Restaurants pursuant to these Terms, in no event will TastePro’s aggregate liability arising out of or in connection with these Terms and your use of the TastePro Platform including, but not limited to, from your publishing any Listings via the TastePro Platform, or from the use of or inability to use the TastePro Platform or Collective Content and in connection with any interactions with any Users, exceed the amounts paid by TastePro 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 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’s 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.
To the maximum extent permitted by applicable law, you agree to release, defend (at TastePro’s option), indemnify, and hold TastePro and its affiliates and subsidiaries, including but not limited to, TastePro Payments, 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 Terms or our Policies or Standards, (ii) your improper use of the TastePro Platform or any TastePro Services, (iii) your interaction with any User, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation or use, (iv) TastePro’s Collection and Remittance of Taxes, or (v) your breach of any laws, regulations or third party rights.
16. Dispute Resolution and Arbitration Agreement
16.1 This Dispute Resolution and Arbitration Agreement shall apply if your (i) country of residence or establishment is in the United States; or (ii) your country of residence or establishment is not in the United States, but bring any claim against TastePro in the United States (to the extent not in conflict with Section 18).
16.2 Overview of Dispute Resolution Process. TastePro is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 16.1 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 16 and except as provided in Section 16.6). 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;
• The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.
16.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and TastePro 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.
16.4 Agreement to Arbitrate. You and TastePro mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the TastePro Platform, the Restaurant Services, the Group Payment Service, or the Collective Content (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 agree that the arbitrator will decide that issue.
16.5 Exceptions to Arbitration Agreement. You and TastePro 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).
16.6 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 or by calling the AAA at 1–800–778–7879.
16.7 Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, TastePro 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 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.
16.8 Modification of AAA Rules - Attorney’s Fees and Costs. You and TastePro agree that TastePro 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. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, TastePro agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA Rules, to recover attorneys’ fees and expenses if it prevails in arbitration.
16.9 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.
16.10 Jury Trial Waiver. You and TastePro acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
16.11 No Class Actions or Representative Proceedings. You and TastePro acknowledge and agree that, to the fullest extent permitted by 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 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 16.11 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 16.11 is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and TastePro 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.
16.12 Severability. Except as provided in Section 16.11, 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.
16.13 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if TastePro changes this Section 16 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these 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’s email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and TastePro (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and TastePro.
16.14 Survival. Except as provided in Section 16.12 and subject to Section 15.8, this Section 16 will survive any termination of these Terms and will continue to apply even if you stop using the TastePro Platform or terminate your TastePro Account.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the TastePro Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the TastePro Platform, or by other means of communication. 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.
18. Applicable Law and Jurisdiction
18.1 If your country of residence or establishment is the United States, these 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 16 must be brought in state or federal court in Los Angeles, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in San Diego, California.
19. General Provisions
19.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between TastePro and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between TastePro and you in relation to the access to and use of the TastePro Platform.
19.2 No joint venture, partnership, employment, or agency relationship exists between you and TastePro as a result of this Agreement or your use of the TastePro Platform.
19.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
19.4 If any provision of these 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.
19.5 TastePro’s failure to enforce any right or provision in these 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 Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
19.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without TastePro's prior written consent. TastePro may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
19.7 Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be provided electronically and given by TastePro via email, TastePro Platform notification, or messaging service (including SMS and WeChat).
19.8 If you have any questions about these Terms please email us.