Reservations & Guest Management App Terms of Service

Last Updated: 15 September 2015

The following Terms (as defined below) for the Reservations & Guest Management App offered by JASE Group, LLC, owner of JASE Office (“JASE Office”) and the website located at jaseoffice.com, my.jaseoffice, restaurant.jaseoffice.com (the “Site,” and collectively, the “Service”) are a legal contract between you, on behalf of the restaurant, bar, or other entity requesting the Service from JASE Office, (“Restaurant” or “you”) and JASE Office, regarding your use of the Service as offered by JASE Office. By signing up for the JASE Office Service or using the Site or Service for any commercial purpose, you signify your assent to these Terms of Service (the “Terms”). If you do not agree to these Terms, do not use the Service. JASE Office and Restaurant are each hereinafter referred to as a “Party” and collectively as the “Parties.” “Affiliates” means any parent or subsidiary of JASE Office, including JASE Group, LLC.

  1. Overview and Account Signup
    1. General. JASE Office allows users of the Site or affiliate websites (“Users”) to make online reservations at participating restaurants through the Service. The Service is intended to replace restaurants’ existing pen-and-paper reservation book by allowing Users to view the availability of seats at a restaurant and make reservations without having to call into the restaurant. Restaurant personnel may access and manage reservations made through the Service on any internet-enabled device (“Service Device”), which may be provided to restaurants in accordance with Section 4(2).
    2. Accounts. In order for the Restaurant to use the Service and as part of the signup process, you are required to register to create an account on the Service (“Restaurant Account”). As part of that registration, Restaurant will provide all applicable information requested during the registration process through the management interface on the Service, including but not limited to the Restaurant’s address, operating hours, seating capacity, seating configuration, and any common corporate ownership with other restaurants. By creating a Restaurant Account on the Site, you represent and warrant that: (i) you are of legal age to form a binding contract; (ii) you are an authorized representative of the Restaurant or other entity with the authority to bind such party to these Terms, (iii) all information provided within the application is true; and (iv) you agree to be bound by these Terms on behalf of the Restaurant or its parent entity (as applicable).
    3. Approval at JASE Office’s Sole Discretion. After the registration process is complete, JASE Office will review the information submitted by Restaurant. JASE Office reserves the right to approve or deny use of the Service for Restaurant (or the applicable parent entity) at its sole discretion. Any continued use of the Service is subject to the Restaurant’s continued compliance with these Terms.
    4. Additional Features. JASE Office may offer certain optional features and functionalities for Restaurants (“Additional Features”), including the ability for Restaurants to provide targeted offers or deals to Users. The use of any Additional Features may require additional fees and require Restaurant to agree to additional terms and conditions specific to those Additional Features, which will be provided to Restaurant at the time Restaurant elects to utilize those Additional Features through the Service.
  2. Reservation Policies
    1. Service Configuration and License. Prior to offering the Service to Users, you must use the management interface on your Restaurant Account to provide basic information for the Restaurant and configure the dates and times for which reservations will be available. This shall include, without limitation, providing the Restaurant’s address, operating hours, seating capacity, and seating configuration, and any common corporate ownership with other restaurants. You may also upload photographs and additional information for the Restaurant to be displayed to Users on the Service. By providing any information to the Service, you grant JASE Office a nonexclusive license to use, reproduce, distribute, modify, adapt, and publicly display the information you provide and derivatives thereof in connection with the Service and JASE Office’s (and its successors’) business, including, without limitation, for marketing, promoting, and redistributing part or all of the Service (and derivative works thereof) and using such information for analytics purposes.
    2. Acceptance of Reservations. JASE Office offers the Service to facilitate and assist Users in making reservations at participating restaurants, and Users make their reservations based upon the availability of seating at the Restaurant. When a User makes a reservation for an available reservation slot on the Service, that reservation is binding upon Restaurant and may not be cancelled except as provided in Section 2(3) below. All reservations are between the Restaurant and User, and you agree to honor all reservations made through the Service. Restaurant may “overbook” its seating capacity by accepting multiple reservations for a single reservation slot, but Restaurant acknowledges and agrees that Restaurant is solely responsible and that JASE Office has no responsibility for any overbooking of reservations, whether made through the Service or otherwise.
    3. Reservation Cancellation Policy.
      1. User Cancellations. JASE Office requires that all cancellations of reservations by the User be made at least 30 minutes from the scheduled time of the reservation. The User may cancel the reservation by contacting the Restaurant directly. Restaurant agrees to promptly update the Service for any cancellations made directly through the Restaurant and notify JASE Office of any cancellations not made in accordance with this Section 2(3)(3).
      2. Restaurant Cancellations. The management interface for the Service will allow Restaurant to configure their cancellation policy (“Cancellation Policy”) for reservations on the Service. Restaurant’s Cancellation Policy will be made available to Users on the Site. Restaurant agrees to abide by and apply the Cancellation Policy for all reservations made on the Service. Any change to Restaurant’s Cancellation Policy shall only be effective for reservations made after such change and Restaurant’s prior Cancellation Policy shall apply to any preexisting reservations.
      3. Credit Card Holds and Cancellation Fees. iii. JASE Office itself does not impose a fee on Users for cancellations. Restaurant may require that Users provide a credit card to make a reservation for the Service in accordance with their Cancellation Policy, including for special occasions or for large parties. If a credit card is required to hold a reservation by the Restaurant, Users will be required to provide their credit card information during the reservation process. The User’s credit card information will be stored with JASE Office’s third party credit card processor and will not be made available to either JASE Office or Restaurant. If the User is a “no-show” and fails to cancel their reservation within the required amount of time, Restaurant may use the Service to initiate charging the User a fee if such a fee is explicitly set forth in Restaurant’s Cancellation Policy. JASE Office will facilitate the charge and send the payment to Restaurant, minus an applicable processing fee. Should the User challenge the charge through the User’s issuing bank (a “chargeback”), JASE Office will make a commercially reasonable effort to oppose the chargeback if JASE Office determines, at JASE Office’s sole discretion, opposition is merited. If the User’s issuing bank enforces the chargeback and JASE Office has distributed the charged-back funds to Restaurant, Restaurant agrees to reimburse JASE Office the chargeback amount, plus any associated fees, and that JASE Office may elect to charge the total amount to Restaurant’s credit card on file with JASE Office. In the alternative, JASE Office may, at its sole discretion, offset the chargeback amount against any other amounts owed by JASE Office to Restaurant whether in connection with these Terms or any other services provided by JASE Office to Restaurant.
  3. Responsibility for User Interactions. You acknowledge that JASE Office provides a Service that allows Users to make online reservations with Restaurant and is not in any way responsible for any in-person interactions with the User as a result of a reservation or for a User’s dining experience at the Restaurant. You are solely responsible and liable for (i) any communications with Users by Restaurant personnel, whether through the Service or otherwise; (ii) User’s dining experience at the Restaurant; (iii) compliance with any food and beverage related laws, including but not limited to applicable laws and regulations on the provision of alcohol to minors or inebriated parties; and Restaurant agrees to indemnify JASE Office for any claims arising out of or in connection with the foregoing.
  4. Equipment and Training
    1. Online Service. Restaurant personnel may access and manage reservations made through the Service on any Service Device by accessing the Restaurant Account for the Restaurant. Restaurant is solely responsible for the installation and purchase of Service Devices needed to access the Service for its personnel unless JASE Office has agreed to loan or provide Service Devices to Restaurant.
    2. Service Devices provided by JASE Office. The following terms within this Section shall apply to the any Service Device(s) loaned from JASE Office to Restaurant (“Loaned Devices”). To the extent that the terms within this Section conflict with any additional terms for the Loaned Devices to Restaurant, those additional terms shall take precedence.
      1. JASE Office shall retain title to the Loaned Devices, and Restaurant shall keep such Loaned Devices free of all security interests, liens and other encumbrances.
      2. Restaurant agrees to use the Loaned Devices only in accordance with instructions prescribed by JASE Office and shall maintain the Loaned Devices at its expense during the term of this Agreement. Restaurant assumes the entire risk of loss, damage, theft, or destruction of the Loaned Devices while they are in the possession of Restaurant and until the Loaned Devices have been returned to JASE Office.
      3. The Loaned Devices are provided as-is. JASE Office makes no warranties, express, implied or statutory, with respect to the Loaned Devices hereunder, including but not limited to the implied warranties of merchantability or fitness for a particular purpose.
      4. Upon expiration or other termination of this Agreement, Restaurant shall return the Loaned Devices to JASE Office, in their original condition, reasonable wear and tear excepted. In the event the Loaned Devices are not returned in such condition, Restaurant shall reimburse JASE Office for any damages or repair costs upon receipt of JASE Office’s invoice describing any repairs or damage.
    3. Required Facilities. Restaurant shall be solely responsible, at Restaurant’s expense, for providing (i) a suitable location for the installation and operation of the Service Devices, and any other related peripheral equipment and interconnect devices; (ii) any electrical power and any required internet service for Service Devices used by the Restaurant; and (iii) any replacement, service, or repair of the Service Devices. JASE Office is not responsible for any reservations or revenue lost during any malfunction of a Service Device or due to misuse of the Service or Service Devices by Restaurant personnel.
    4. Training. JASE Office shall provide instructions for the use and setup of the Service by Restaurant. If Restaurant requests additional training, JASE Office may provide such training subject to its availability and payment by Restaurant of JASE Office’s then-current training fees.
  5. Customer Information
    1. Information Provided with Reservations. The following information, if known to JASE Office, shall be made available to Restaurants for reservations made through the Service:
      1. The User’s name and phone number.
      2. The User’s email address.
      3. Any information about the User’s dining preferences that the User has disclosed for the reservation, including, but not limited to food allergies, dietary restrictions, specific seating preferences, or if the reservation is for a special occasion; and
      4. Information related to a User’s past visits to the Restaurant (or other Restaurants sharing corporate ownership).
    2. Information Stored with the Service. The Restaurant may store information about Users on the Service in a similar manner as a pen-and-paper reservation book. For example, information about the User’s dining history, eating or seating preferences, food allergies, or VIP status may be stored on the Service for reference for future visits by the User. JASE Office reserves the right to use such information in an aggregate, non-personally identifiable form to assist JASE Office in understanding general user trends and preferences for the Service. This information may be made available to the Restaurant as well as part of JASE Office’s ongoing efforts to improve the Service and provide additional information about Restaurant’s clientele to Restaurant. JASE Office may also disclose such information to other restaurants in limited circumstances and without identifying Restaurant during such disclosure, for example if the User has identified a food allergy or if the User is a VIP or food critic.
    3. Personal Data. In addition to the Parties’ other obligations of confidentiality under these Terms, the Parties will comply with (i) JASE Office’s privacy policy in effect at the time the Parties receive User information and all Privacy Laws (as defined below) that apply to User data that comes in the possession of the Parties in connection with these Terms, and will ensure that all of Party’s personnel that come in the possession of such User data will handle it in accordance with all such Privacy Laws at all times. “Privacy Law” means any law, regulation or other governmental or administrative order, in any jurisdiction relevant to these Terms, and related to the protection, privacy and security of personal information of natural persons, including and any federal, state, or foreign laws and regulations.
  6. Fees and Taxes
    1. Subscription Fees. Restaurant shall pay to JASE Office a monthly subscription fee for use of the Service (“Subscription Fee”) and fees for any other additional services (“Service Fees”, collectively with the Subscription Fee, “Fees”) in accordance JASE Office’s current pricing terms, (“Pricing Terms”). Restaurant is required to provide credit card information through its JASE Group, LLC Account to which the Fees will be billed. JASE Office reserves the right to change its Pricing Terms at its sole discretion, with such changes being effective upon 15 days after posting on the Site. In the event that the Fees cannot be billed to the Restaurant’s credit card of record on its Restaurant Account, any overdue payments shall be subject to finance charges computed per the signed Agreement between Restaurant and JASE Group, LLC. JASE Office reserves the right to suspend Restaurant’s access to the Service for non-payment of Fees at its sole discretion. This Section shall in no way limit any other remedies available to JASE Office under applicable laws.
    2. Taxes. Restaurant shall be responsible for the payment of all taxes, excises, payroll deductions, fees, fines, penalties, or other payments required by federal, state, or municipal law, ordinance, or regulation in relation to Restaurant’s performance of its obligations under these Terms. Restaurant shall collect and pay promptly and before delinquency all taxes imposed under current or subsequent law upon sales of taxable goods or services in performance of these Terms.
    3. Currency. All payments, prices and other amounts relevant to these Terms are in U.S. Dollars.
  7. Intellectual Property
    1. Ownership of Service and Site. JASE Office will retain and own all intellectual property rights to the Service, including any modifications or improvements to the Service.
    2. Limited License. Restaurant grants to JASE Office a nonexclusive, royalty-free, worldwide license, to use, sell, offer for sale, copy, import, display, reproduce, perform, distribute, and display, in any medium now known or hereafter developed, the advertisements, messages, notifications, data, information, text, graphics, links, and all related material and metadata submitted by Restaurant (“Restaurant Materials”) to JASE Office solely for use in JASE Office’s promotions and advertising and to enable JASE Office to process any Restaurant Materials provided to JASE Office for use on the Service. Restaurant shall retain all right, title, and interest in Restaurant Materials.
    3. License to JASE Office Marks. Restaurant may market and promote its business or operation through use of the JASE Office name or logo using advertising that has been reviewed and approved in advance by JASE Office and in compliance with JASE Office Trademark Usage Guidelines. However, Restaurant shall not advertise any connection with JASE Office, nor use JASE Office’s name, symbols, or other identifying marks or property nor make any representation, either express or implied, as to JASE Office’s promotion or endorsement of Restaurant or Restaurant’s business, without prior written approval by JASE Office. In any event, Restaurant agrees that it will not include the JASE Office logo in any advertisement, or in close proximity to any advertisement, for any illegal products or services.
    4. Reservation of Rights. Except for the licenses granted in Sections 7(2) and 7(3), neither Party intends to grant, or actually grants any license, covenant not to sue, or any other immunity or right in connection with these Terms under any intellectual property rights of that Party, whether by implication, statute, inducement, estoppel or otherwise, and each Party hereby reserves all of its rights other than the rights explicitly granted in these Terms.
  8. Restrictions on Use of the Service
    1. Prohibited Actions. As a conditions of Restaurant’s use of the Service, Restaurant represents and warrants that it will not engage in, nor allow any third party under Restaurant’s control to engage in, any activity related to the Service that is unlawful or prohibited, including, but not limited to: (a) use of the Service to transmit or otherwise distribute any Advertisement or content that is unlawful, defamatory, libelous, harassing, abusive, fraudulent or obscene, that contains viruses, or is otherwise objectionable, as reasonably determined by JASE Office; (b) interfering or attempting to interfere with the proper working of the Service or prevent others from using the Service; (c) using the Service for any fraudulent or unlawful purpose (d) violating intellectual property rights; (e) accessing, tampering, or gaining access to any part of the Service that you are not authorized to access, including information for other Restaurant Accounts on the Service; (f) removing, circumventing, disabling, damaging or otherwise interfering with any security-related features of the Service; or (g) decompiling, disassembling, or otherwise reverse engineering or attempting to reconstruct or discover any source code or underlying ideas or algorithms of the Service or of JASE Office software. Violation of any of the foregoing may result in immediate termination of these Terms, among other available remedies, at JASE Office’s sole discretion, and may subject Restaurant to state and federal penalties and other legal consequences. JASE Office  reserves the right, but will have no obligation, to review Restaurant’s use of the Service, including in relation to user complaints or disputes, in order to determine whether a violation of these Terms has occurred or to comply with any applicable law, regulation, legal process, or governmental request.
    2. Use of User Personal Information. Unless prior written approval is received from JASE Office, Restaurant shall not: (a) disclose any information that can be used to uniquely identify a User including without limitation names, phone numbers, physical addresses, email addresses, and credit card information (“Personal Information”) obtained from the Service to unaffiliated third parties; or (b) use Personal Information of Users for any purpose other than (i) as needed to fulfill and process the User’s reservation; or (ii) add the User to the Restaurant’s contact list (if applicable). For avoidance of doubt, the limitation in the preceding sentence shall not apply to any Personal Information obtained by Restaurant through other means not involving the Service, including but not limited to a User’s opt-in to Restaurant dining rewards programs operated separately from the Service, or Personal Information collected during the User’s visit at the Restaurant.
    3. Compliance with Laws. Restaurant agrees that it will use the Service and in compliance with all applicable local, state, national and international laws, rules and regulations.
  9. Term and Termination shall be upheld per the signed Agreement between Restaurant and JASE Group, LLC.
  10. Representations and Warranties
    1. JASE Office Warranties. JASE Office represents and warrants to Restaurant that: (i) JASE Office has the right to enter into these Terms and to grant the rights and licenses granted to Restaurant under these Terms; (ii) these Terms are a valid and binding obligation of JASE Office; and (c) it has obtained and shall maintain throughout the term of these Terms all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations.
    2. Restaurant Warranties. Restaurant represents and warrants to JASE Office that: (i) Restaurant has the right to enter into these Terms and to grant the rights and licenses granted to JASE Office under these Terms; (ii) these Terms are a valid and binding obligation of Restaurant; and (c) it has obtained and shall maintain throughout the term of these Terms all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations. Further, Restaurant hereby represents and warrants to JASE Office that (i) it will remain fully responsible for all access to and use of the Service and the Restaurant Account through Restaurant’s login name and password, including access to any features the use of which results in monetary charges to Restaurant, whether or not Restaurant has knowledge of or authorizes such access and use; (ii) it will not share or provide access to Restaurant’s login name and password to any third parties, and will use best efforts to protect the secrecy of Restaurant’s login name and password; (iii) it has the right to grant to JASE Office the rights granted herein; and (iv) it has provided and will continue to provide JASE Office with accurate and complete account and other information, and will inform JASE Office in writing of any changes or updates to such information during the term of these Terms.
  11. Indemnification. Restaurant will defend, indemnify and hold harmless JASE Office and JASE Office’s affiliated and related entities, and all of their agents, officers, directors and employees, against any claims, lawsuits, allegations, assertions and investigations, and any related losses, damages, expenses, and penalties (including attorney fees and costs) arising out of or in connection with any breach or alleged breach by Restaurant of these Terms or of the representations and warranties made by Restaurant in these Terms. JASE Office’s right to indemnification is conditioned upon the following: (1) reasonably prompt written notice to the Restaurant of any claim for which indemnification is sought, provided that failure by JASE Office to provide such notice shall not release Restaurant of its indemnity obligations hereunder, unless Restaurant is prejudiced by JASE Office’s failure to give such prompt notice; (2) providing control of the investigation, preparation, defense and settlement thereof to Restaurant; and (3) providing reasonable cooperation at Restaurant’s request and expense, in the defense of the claim. JASE Office shall have the right to participate in the defense of a claim with counsel of JASE Office’s choice at JASE Office’s expense. Restaurant shall not, without the express written consent of JASE Office, settle or compromise any claim, or consent to the entry of any judgment that imposes any liability or obligation upon JASE Office or admits and wrongdoing on the part of JASE Office.
  12. Confidentiality
    1. Confidential Information. “Confidential Information” means any information disclosed by either Party to the other Party under these Terms which relates to Users or to the financial terms or other confidential aspects of the relationship between the Parties under these Terms, and which is identified at the time of initial disclosure as confidential or should reasonably be considered confidential due to its nature and content. Confidential Information excludes information that: (a) through no unauthorized act or failure to act of the receiving Party, is or becomes generally known in the public domain; (b) is known to the receiving Party from a source other than the disclosing Party and without an obligation of confidentiality towards the disclosing Party; or (c) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.
    2. Confidentiality Obligation. The receiving Party will not use or disclose the Confidential Information of the other Party for any purpose except to the extent necessary to perform its obligations under these Terms and to exercise its respective rights and licenses under these Terms, provided, however, that each Party may disclose the terms and conditions of this Agreement (i) in confidence to its external auditors, attorneys and advisors; (ii) as required by law, with confidential treatment or other or other confidentiality protection to the extent available; (iii) as required or advisable in connection with the requirements of a public offering, securities filing, securities exchange rules or other applicable securities laws or regulations; (iv) to the competent courts or arbitration bodies in connection with the enforcement or defense of its rights hereunder under confidentiality protection to the extent available; and (v) to the legal or financial representatives of a third party conducting a due diligence investigation in connection with a financing or the acquisition or disposition of a business or assets relating to this Agreement, provided that such disclosure is made pursuant to a confidentiality obligations at least as protective as this Agreement. Each Party will take the same measures to protect the Confidential Information of the other Party as it takes with respect to its own Confidential Information of like or similar importance, but in no event less than a reasonable degree of care given the sensitivity and strategic value of such Confidential Information.
    3. Mandatory Disclosures. Nothing in these Terms will prevent the receiving Party from disclosing Confidential Information to the extent the receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the receiving Party will (a) assert the confidential nature of the Confidential Information to the agency; (b) immediately notify the disclosing Party in writing of the agency’s order or request to disclose; and (c) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
  13. Warranty Disclaimer and Limitation of Liability
    1. DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE AND ANY MATERIALS PROVIDED BY JASE OFFICE IN ACCORDANCE WITH THESE TERMS (INCLUDING ALL CONTENT, SOFTWARE, MATERIALS AND INFORMATION ACCESSED BY ANY MEANS THEREOF) ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS, AND JASE OFFICE DISCLAIMS ALL OTHER EXPRESS WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE OR ANY MATERIALS PROVIDED BY JASE OFFICE (1) WILL MEET THE REQUIREMENTS OF THE OTHER PARTY, OR (2) WILL BE UNINTERRUPTED OR THAT ANY INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER. JASE OFFICE FURTHER DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE AND ANY MATERIALS PROVIDED BY JASE OFFICE INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE.
    2. LIABILITY LIMITATION. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL JASE OFFICE, ITS AFFILIATES, AND ITS SUBSIDIARIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RESULT FROM THESE TERMS, EVEN IF JASE OFFICE OR JASE OFFICE ‘S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. WITHOUT LIMITING THE FOREGOING, JASE OFFICE AND ITS AFFILIATES AND SUBSIDIARIES WILL NOT BE LIABLE TO RESTAURANT FOR ANY CHANGES WHICH JASE OFFICE MAY MAKE TO THE SERVICES, OR FOR (A) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICES); (B) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH RESTAURANT’S USE OF THE SERVICES; (C) RESTAURANT’S FAILURE TO PROVIDE JASE OFFICE WITH ACCURATE ACCOUNT OR OTHER INFORMATION; (D) ANY LIABILITY RESULTING FROM RESTAURANT’S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; OR (E) RESTAURANT’S FAILURE TO ACCESS THE SERVICES DUE TO MALFUNCTION(S) IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR THE NETWORK USED BY RESTAURANT. EXCEPT FOR AMOUNTS EXPRESSLY DUE AND OWING HEREUNDER, IN NO EVENT WILL JASE OFFICE AND ITS AFFILIATES AND SUBSIDIARIES’ TOTAL LIABILITY TO RESTAURANT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, INDEMNIFICATION OR OTHERWISE) EXCEED THE AMOUNT RECEIVED BY JASE OFFICE FROM RESTAURANT DURING THE ONE YEAR PERIOD PRIOR TO THE EVENT GIVING RISE TO THIS CLAIM.
    3. Timing. Restaurant will make any claim against JASE Office in connection with these Terms within 12 months of the respective cause of action arising, otherwise the claim will be deemed waived by Restaurant.
  14. JASE Office Managed Tablet Program. These terms are applicable to restaurants who are provided an Tablet by JASE Office as part of the Service. In addition to accepting these Terms as part of your enrollment into the JASE Office Service, by using the Tablet, you confirm your agreement with the terms and conditions related to the Tablet program set forth below:
    1. Tablet Costs and Timing. If Restaurant is eligible to receive an Tablet from JASE Office, the Tablet device is provided to the Restaurant at no additional cost in order to access the Services. The Restaurant can expect to receive its Tablet within 2 to 4 business days after the Restaurant has accepted these Terms. The Restaurant will receive an Tablet that is either new (as will be the case in most instances) or a refurbished (in rare cases), but in any case not more than 2 years old​.
    2. Duration. The Restaurant can keep the Tablet as long as it is a JASE Office customer under an active subscription under these Terms for the Services, or until JASE Office wants to replace it with another Tablet.
    3. Returning the Tablet prior to the Scheduled Term End Date. You can simply return the Tablet back to JASE Office in the same condition JASE Office provided it to the Restaurant, less reasonable wear from usage. If there is excessive wear from usage as determined by an authorized repair facility or the Tablet distributor, JASE Office will pass through to you any charges imposed by authorized repair facility or the Tablet distributor, and you agree to pay JASE Office these additional charges due to poor maintenance of the device, either through the submitted credit card or invoice.
    4. Multiple Tablets. The first Tablet is included in regular JASE Office Subscription Fee. For restaurants who want to have more than one Tablet, JASE Office will charge an additional “per seat” fee for each additional Tablet requested by the Restaurant to enable access to the Services and JASE Office technical support. If the Restaurant cancels its JASE Office subscription, you agree to return those Tablet(s) back to JASE Office, or buy them from JASE Office, as further explained below.
    5. Return of Tablet after Termination. You are responsible to return the Tablet to JASE Office within 2 to 4 business days. The date of shipment is the date that the Restaurant hand over the boxed Tablet to the shipper/carrier, as indicated in the carrier’s shipping document.
      PLEASE NOTE: IF RESTAURANT DOES NOT SHIP THE TABLET TO JASE OFFICE BY THE END OF THE 4TH BUSINESS DAY AFTER THE TERMINATION OF JASE OFFICE RESTAURANT TERMS AND CONDITIONS, RESTAURANT AUTHORIZES JASE OFFICE TO CHARGE $600.00 AGAINST ITS SUBMITTED CREDIT CARD (PLUS ANY REQUIRED SALES TAX, IF APPLICABLE), AND YOU RETAIN POSSESSION AND OWNERSHIP OF THE TABLET ONCE THE CHARGE HAS FINALLY BEEN FINALIZED BY THE RESTAURANT’S CREDIT CARD COMPANY.
    6. Keeping the Tablet. You will be allowed to keep the Tablet if and when JASE Office is able to collect $600.00 (plus any requisite sales tax) as authorized by the Restaurant from its credit card for each Tablet the Restaurant wants to keep. But please note, JASE Office still retains the right to wipe all of the software on the Tablet and reset the Tablet to its factory settings. Any content the Restaurant has on the Tablet will be lost, so please remember to back up its content to another storage service or device before JASE Office restores the Tablet to its factory settings.
    7. Returning the Tablets. You agree to send the Tablet(s) to an address that will be provided by your Account Manager.
    8. Damage to the Tablet. If the Tablet becomes damaged, such as a cracked screen, you will need to call your Account Manager who can try to resolve the issue with you. If necessary, your Account Manager can arrange to have another Tablet preloaded with all of the same JASE Office software expedited to the Restaurant within a target of 2 to 4 business days for $600.00 (plus any requisite sales tax). Your Account Manager will also arrange to have your old Tablet sent back to our warehouse. If it turns out the damage or malfunction is covered under a warranty, then JASE Group, LLC will refund your $600.00 (plus any requisite sales tax collected).
    9. Stolen or misplaced Tablets. If the Tablet is stolen or lost, then you are financially responsible for replacing the Tablet for $600.00, plus any applicable sales taxes. For a replacement Tablet, JASE Office will arrange with the Restaurant to send the Restaurant a preloaded replacement Tablet. JASE Office will aim to deliver the Tablet to you within 2 to 4 business days, and upon termination of the subscription that relates to that Tablet, you must either return the Tablet to JASE Office or purchase it as set forth above.
    10. Pre-loaded software on the Tablet. In addition to the JASE Office app used to perform the JASE Office Services, JASE Office uses a special third party mobile device management program (“MDM software”) on the Tablet for business purposes as described in greater details below, including but not limited to keeping the software up to date so you don’t have to worry about that, helping keep it secure from prying eyes, and providing JASE Office information on how to improve the JASE Office software. It does this by controlling the device and security settings, managing the applications on the Tablet, as well as the ability to access, process, use and store any content, activity and other data on the Tablet, as further described below.
      Because the MDM software will enable JASE Office to have access to certain information originating from your Restaurant’s use of the Tablet, as explained below in greater detail, JASE Office wants to make sure you understand what the MDM software will process, collect and store, and how JASE Office will use it. JASE Office has licensed the MDM software from a third party, and they will also have access and use rights to the content originating from the Tablet. You agree to make sure that everyone using the Tablet is aware of the MDM software and that they explicitly agree to its operation, use, transfer and storing of information and activity on the Tablet as a condition of its use by the Users.
    11. The MDM Software. The MDM software is used for license and policy management, security, change and configuration management, patch management, imaging, inventory resource tracking, and energy management on all Tablets. Anti-virus software may also be installed, as well as other content and activity monitoring tools, as necessary, to meet JASE Office’s business, legal, and security requirements, as further set forth herein.
    12. Notice to Users. The Restaurant will notify all Users that any of the Restaurant Content, the Restaurant Personal Data and Usage and Personal Data provided as part of the MDM software will be processed and stored by JASE Office and be made available to a third party for processing and storing as part of JASE Office’s use of the MDM software to provide the JASE Office Services.
    13. Usage and Personal Data. Restaurant agrees that JASE Office may also process and share the Usage and Personal Data with certain third parties to manage the Restaurant’s account, send service-related notifications, bill for purchased Services, enforce compliance with these Terms, facilitate the provisioning of Updates, improve of the MDM software and/or Service, better understand its business needs and comply with its contractual obligations and applicable law. Relationship Data and Usage and Personal Data may also be transferred to JASE Office’s affiliates from time to time solely for the purpose of providing the applicable JASE Office Services for the benefit of the Restaurant.
    14. Data Transfer. Restaurant agrees that the Restaurant Content, Relationship Data, and Usage and Personal Data collected or received by JASE Office in connection with the download, installation, configuration, maintenance, support and use of the MDM software or JASE Office service may be transferred, stored and processed by JASE Office and its service providers in the United States or any other country in which JASE Office or its affiliates or service providers maintain facilities.
    15. Non-removal of MDM Software. The Restaurant and its Users are prohibited from removing or disabling the MDM software, unless and until the Restaurant has paid JASE Office the fee to own the Tablet.
    16. Protect Us for its Failure to Obtain Consent from its Users. You agree to defend, indemnify, and hold harmless JASE Office against any claims, losses, fines, or damages arising from or relating to its failure to obtain the express consent to the disclosures and conditions of use from Users. It is really important that the Users understand that their use of the Tablet will be monitored, as explained and set forth in this Section 14.
    17. No liability for Your Content on the Tablet. Due to the potentially unstable nature of portable devices, JASE Office cannot be liable for the loss of any content that you or the Users place on the Tablet. The Restaurant is responsible for removing all content from the Tablet, such as photos, music, contacts, web histories, apps, etc.) as of the date of termination.
    18. Remotely Wiping and Locking the Tablet. JASE Office may remotely wipe (erase) all of the content and applications on or after the date of termination of these Terms while it is still in your possession. You agree that the Restaurant will not hold JASE Office responsible for any liability arising from any of the content stored by Users on the Tablet which is erased by JASE Office, whether during the term or after the term. JASE Office also may “lock” the Tablet (i.e. render it inoperable) at any time for a violation of these Terms, or at the end of the Tablet’s applicable subscription term.
  15. General
    1. Governing Law and Arbitration.
      1. Any claim, controversy, cause of action or dispute that might arise between Restaurant and JASE Office (“Claim”) will be exclusively governed by laws of the United States of America and the Commonwealth of Virginia consistent with the Federal Arbitration Act without regard to conflict of law provisions or giving effect to any principles that may provide for the application of the laws of another jurisdiction. Restaurant agrees that any subpoena, third-party discovery request, or other third-party process directed to JASE Office must issue from, or be domesticated by, the state or federal courts located within Norfolk County, Virginia.
      2. All Claims must be exclusively and finally resolved and settled by final and binding arbitration administered by and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) before a single arbitrator who is a member of the AAA. Arbitrations will be held in Norfolk, Virginia, but the Parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitrator will issue a ruling in writing, and will detail all findings of fact and law upon which the ruling was made. The arbitrator will not have the power to commit errors of law or legal reasoning, and the ruling may be vacated or corrected on appeal to a court of competent jurisdiction for such errors. The arbitrator’s ruling will otherwise be final and binding on all parties, and may be entered in any court of competent jurisdiction. NOTWITHSTANDING THE FOREGOING, FOR ANY CLAIM THAT IS NOT SUBJECT TO ARBITRATION, RESTAURANT AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN NORFOLK COUNTY, VIRGINIA.
      3. RESTAURANT AND JASE OFFICE AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH RESTAURANT AND JASE OFFICE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SUBSECTION (iii), AND THIS SUBSECTION (iii) IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.
    2. Partial Invalidity. If any provision in these Terms is found or be held to be invalid or unenforceable in any jurisdiction in which these Terms are being performed, then the meaning of that provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder of these Terms, which will remain in full force and effect. In such event, the parties will negotiate, in good faith, a substitute, valid and enforceable provision which most nearly effects the parties’ intent in entering into these Terms.
    3. Independent Contractors. The relationship of JASE Office and Restaurant is one of independent contractors, and nothing contained in these Terms will be construed to (i) give either Party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Restaurant to create or assume any obligation on behalf of JASE Office for any purpose whatsoever. All financial obligations associated with Restaurant’s business are the sole responsibility of Restaurant. Restaurant will be solely responsible for, and will indemnify and hold JASE Office free and harmless from, any and all claims, damages or lawsuits (including JASE Office’s attorneys’ fees) arising out of the acts of Restaurant, its employees or its agents.
    4. Modification and Waiver. JASE Office may modify these Terms from time to time. Restaurant’s continued use of the Services after the effective date of the modification constitutes acceptance of the modified terms. No failure or delay by either Party in exercising any right, power, or remedy under these Terms, except as specifically provided herein, will operate as a waiver of any such right, power or remedy.
    5. Assignment. These Terms may not be assigned by Restaurant without the prior consent JASE Office, which shall not be unreasonably withheld or delayed, except that Restaurant may assign these Terms to a successor in connection with a merger, consolidation reorganization, reincorporation, or sale of all or substantially all of such Party’s business related to these Terms, provided that such successor agrees in writing to assume and be bound by all the provisions of the Terms. JASE Office may assign or transfer these Terms for any reason. Any purported transfer, assignment, or delegation without such prior written consent shall be null and void. Subject to the foregoing, these Terms shall bind and inure to the benefit of each party’s successors and permitted assigns.
    6. Notices. All notices, demands or consents required or permitted under these Terms will be (i) by email, provided an authorized representative of the other Party confirms receipt of the respective notice, demand or consent, or (ii) in writing and personally delivered or sent by telecopy, telegram or registered or certified mail, return receipt requested, or by a reputable overnight carrier to the address designated by the other Party and will be deemed to have been served when delivered, or if delivery is not accomplished by some fault of the addressee, when tendered. If to JASE Office, such papers must be sent to General Counsel, JASE Group, LLC, 2200 Colonial Ave STE 16, Norfolk, VA 23517. The communications between Restaurant and JASE Office may employ electronic means, such as email or notifications provided by JASE Office on the Restaurant Website. For contractual purposes, Restaurant (i) consents to receive communications from JASE Office in an electronic form, and (ii) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that JASE Office provides electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect Restaurant’s statutory rights.
    7. Force Majeure. Except for Restaurant’s obligations to pay JASE Office hereunder, neither Party will be liable to the other Party for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, epidemics, earthquakes, strikes, civil disturbances, or similar causes.
    8. Entire Agreement. These Terms and any additional guidelines linked to within these Terms constitute the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement or understandings, whether oral or written with respect to the subject matter hereof.