Welcome to Waitwhile, a website located at waitwhile.com (the "Site") and operated by Waitwhile, Inc. ("Waitwhile", "us", "our", and "we"). Waitwhile provides the Site and services provided through mobile applications ("Mobile App") and the Site (collectively the "Services") including software that manages customer queues.
"The User," "You" and "Your" refer to the person, company, or organization (including any employee of such company or organization) that has visited or is using the Site, Mobile App, and/or the Service. A User may be a Guest, Business, both or none.
"Business" refers to users of the Site and/or Mobile App, who use the Services to help manage a Guest waitlist. Businesses are not the employees or agents of Waitwhile.
"Guest" refers to users of the Site and/or Mobile App, who are customers of Business and use the Service to enter the Businesses queue and receive related notifications.
Waitwhile offers a waitlist management platform for Businesses to efficiently manage Guest wait time. The platform allows Businesses and Guests to communicate through a variety of notification methods and other functional features.
In order to use certain features of the Services, you must register for an account with us ("your Account") and provide certain information about yourself as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. We may suspend or terminate your Account in accordance with the Terms and Termination.
You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
When using the Service, Guest consents to receive customized communications from Business via email or SMS messaging to notify Guest concerning wait times. You acknowledge that Waitwhile has no involvement, control, or liability for the messages received from Business. Business is solely responsible for creating custom messaging to its Guests. Waitwhile also has no liability or control over Business contacting Guest outside of our platform's messaging Service.
Although our Services may estimate an approximate wait time, such times are never a guarantee. Waitwhile makes no representations concerning the accuracy of stated wait times.
All communications with Guests through our platform must comply with our Acceptable Use Policy stated below. Waitwhile may place restrictions of the number of contacts you can make with a Guest through our platform in association with each Guest entry into the queue. Business acknowledges that it is solely liable for its communications with Guests. Business is prohibited from using customer information from our platform for the purpose of sending marketing communications to Guest that have not expressly agreed to receive such communications or for the purpose of selling such data to third parties. Business agrees to indemnify Waitwhile for all costs and fees incurred by Waitwhile in association with any claims made by Guest relating to Businesses communications with Guests or the authorized sale of customer data.
To the extent that Waitwhile processes any Personal Information as part of Business data that is subject to the General Data Protection Regulation (the "GDPR"), on Business' behalf, in the provision of the services hereunder, the terms of the Waitwhile Data Processing Agreement, which are hereby incorporated by reference, shall apply. For Businesses that are located in the European Union or the European Economic Area, the Standard Contractual Clauses adopted by the European Commission, attached to the Data Processing Agreement, with Waitwhile, Inc., which provide adequate safeguards with respect to the personal data processed by us under this Agreement and pursuant to the provisions of our Data Processing Agreement apply. You acknowledge in all cases that Waitwhile acts as the data processor of Business data and you are the data controller of Business data under applicable data protection regulations in the European Union and European Economic Area. Business will obtain and maintain any required consents necessary to permit the processing of Business Data under this Agreement. If you are subject to the GDPR you understand that if you give an integration provider access to your Waitwhile account, you serve as the data controller of such information and the integration provider serves as the data processor for the purposes of those data laws and regulations that apply to you. In no case are such integration providers our sub-processors.
Business will defend, indemnify and hold harmless Waitwhile and each of our respective directors, officers, employees, shareholders and agents and all of their respective successors and permitted assigns (the "Indemnified Parties"), from and against any and all suits, claims, actions, liabilities, losses, damages, costs and expenses (including, but not limited to, interest, penalties, reasonable attorney's' fees and other expenses of litigation) and causes of action of whatsoever kind (collectively referred to as "Claims") which may be incurred by, asserted against, or recoverable from any Indemnified Party arising out of or relating to any negligent or wrongful acts or omissions of any kind of Business or its agents, employees or representatives in the performance or omission of any act or responsibility assumed by Business under this Agreement.
Use of the Site Mobile App and Services may be subject to certain payment terms or fees as determined in our sole discretion. We will provide notice of those fees then in effect in relation to any of our paid Services. If you wish to receive or use a paid Services, you are required to pay all applicable Fees in advance.
Our pricing may vary. Please see current pricing for more information. Waitwhile may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms will become effective in the billing cycle following notice of such change to you as provided in this Agreement.
Certain aspects of the Services may be provided for a fee, subscription or other charge. If you purchase a subscription from Waitwhile, the subscription will automatically renew at the end of each billing cycle at which point you will automatically be charged on your anniversary date for the next billing cycle. The length of a billing cycle may vary depending on the type of subscription the User purchases (i.e. monthly, annual). Users may cancel their subscription at any time by going to their account settings. Users will not be issued partial refunds for cancellations that occur in the middle of a billing cycle.
All information that you provide in connection with a purchase or transaction must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases or transactions.
You are responsible for all fees, including taxes, associated with your use of the Service. You are responsible for providing us with a valid means of payment. User must keep current payment information on file with Waitwhile and User's account must be adequately funded to pay for any services rendered.
By agreeing to these terms, you are giving Waitwhile permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize Waitwhile to satisfy.
We will email you a receipt when your card has been charged or if a payment fails. If your card cannot be charged your access to Services may be suspended and you will need to update your card information in order to resume use.
If you have a dispute concerning any payment transaction, please contact our billing department at firstname.lastname@example.org. If, at any time, you contact your bank or credit card company to reject the charge of any payable Fees ("Chargeback"), this act will be considered a breach of your payment obligations, and we reserve the right to automatically terminate your use of the Services. We reserve the right to dispute any Chargeback and take all reasonable action to authorize the transaction. In the event of a Chargeback, your User Account may be terminated and any files, data, or content contained in your Account may be subject to cancellation. Waitwhile will not be liable for any loss of files, data or content as a result of a Chargeback. In order to resume use of the Services, you must re-subscribe for the Services and pay all applicable fees for the Service as well as any fees incurred by us or our payment processor as a result of the Chargeback.
We will make available a Mobile App to access the Services via a mobile device. To use our Mobile App you must have a mobile device that is compatible with the Mobile App. We do not warrant that the Mobile App will be compatible with your mobile device. We grant to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile App for one registered account owned or leased solely by you, for your personal and non-commercial use.
You may not: a) modify, disassemble, decompile or reverse engineer the Mobile App; b) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the App to any third-party; c) make any copies of the Mobile App; d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile App, features that prevent or restrict use or copying of any content accessible through the Mobile App, or features that enforce limitations on use of the Mobile App; or e) delete the copyright and other proprietary rights notices on the Mobile App.
You acknowledge and agree that the availability of the Mobile Apps is dependent on the third party websites from which you download the Mobile Apps, e.g., the App Store from Apple or the Android app market from Google (each an "App Store"). You acknowledge that these Terms are between you and Waitwhile and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading Mobile Apps from it. You agree to comply with, and your license to use the Mobile Apps is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.
We grant you a non-transferable, non-exclusive, right to access and use the Services for your personal use.
The rights granted to you in this Agreement are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (b) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you will not access the Services in order to build a similar or competitive service; and (d) except as expressly stated in these terms, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services will be subject to the terms of this Agreement. All copyright and other proprietary notices on any Services content must be retained on all copies.
We reserve the right, at any time, to modify, suspend, or discontinue the Services with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, except and if otherwise expressly set forth in these Terms.
You acknowledge and agree that we will have no obligation to provide you with any support or maintenance in connection with the Services.
Excluding your User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services, including the Site and Mobile App, are owned by us or our licensors. The provision of the Services does not transfer to you or any third party any rights, title or interest in or to the intellectual property rights. We reserve all rights not granted in this Agreement.
"User Content" means any and all information and content that a user submits to or posts on: (a) the Services, Site, and Mobile App, and (b) on social networking sites where we have a page or presence. You will own your User Content, with the understanding that you agree that we may use and reproduce the User Content you make available on our social networking sites and on the Services. You are solely responsible for the User Content that you post, upload, link to or otherwise make available via the Service. We reserve the right to remove any User Content from the Service at our discretion. The following rules pertain to User Content. By transmitting and submitting any User Content while using the Service, you agree as follows:
You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User Content. We do not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service.
You grant, and you represent and warrant that you have the right to grant, to us an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Site, Mobile App and Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
Your permission to use the Services is conditioned upon the following Use Restrictions and Conduct Restrictions: You agree that you will not under any circumstances:
If you provide us any feedback or suggestions regarding the Services ("Feedback"), you assign to us all rights in the Feedback and agree that we will have the right to use the Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.
You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorney's' fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your User Content, (c) your violation of this Agreement; or (d) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
As part of the Service, we may provide you with convenient links to third party website(s) ("Third Party Sites") as well as content or items belonging to or originating from third parties (the "Third Party Applications, Software or Content"). Users may also include links to their website or other Third Party Sites on their listings. These links are provided as a courtesy to Service subscribers. We have no control over Third Party Sites and Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.
You are permitted to link to our Site for non-commercial purposes, provided that you do so in a way that is fair and legal and does not damage our reputation. You may not link to our Site in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. You may not deep-link to any page of this site for any purpose whatsoever unless the link is expressly authorized in writing by us. We reserve the right to withdraw permission for any link.
You release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injury, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Service users or Third Party Sites & Ads. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
You must use the Services in a lawful manner, and must obey all laws, rules, and regulations ("Laws") applicable to your use of the Service. As applicable, this may include compliance with domestic and international Laws related to notification and consumer protection, unfair competition, privacy, and false advertising, and any other relevant Laws.
THE SERVICES, INCLUDING THE SITE AND MOBILE APP, ARE PROVIDED "AS-IS" AND "AS AVAILABLE" AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF BUSINESSES ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES: (a) WILL MEET YOUR REQUIREMENTS; (b) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (c) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE OR (d) THAT THE SERVICES WILL BE TO YOUR SATISFACTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, BUSINESS OPERATIONS, OR LOSS OF DATA RESULTING THEREFROM.
IN NO EVENT WILL WAITWHILE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNTS YOU'VE PAID WAITWHILE IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Site, Mobile App and/or Services (including your Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement. Upon termination of this Agreement, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account involves deletion of your User Content from our live databases. We will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content. Upon termination of this Agreement, all of the provisions will terminate except those that by their nature should survive.
We respect the intellectual property of others and ask that users of our Site, Mobile App and Services do the same. In connection with our Site, Mobile App, and Services and in accordance with the Digital Millennium Copyright Act's ("DMCA"), we have adopted and implemented a policy respecting copyright laws that provide for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.
Our designated Copyright Agent is: Waitwhile, Inc. Attn: Privacy Officer Address: 1407 Funston Ave, San Francisco, CA 94122 Email: email@example.com
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND WAITWHILE HAVE AGAINST EACH OTHER ARE RESOLVED.
You and Waitwhile agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of our Terms of Service Agreement, your use of or access to the Services, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.
This Agreement is made under and will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles that provide for the application of the law of another jurisdiction.
You agree that any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
You and Waitwhile each agree that any and all disputes or claims that have arisen or may arise between you and Waitwhile relating in any way to or arising out of this or previous versions of the Terms of Service Agreement, your use of or access to Waitwhile 's Services, or any products or services sold, offered, or purchased through our Services will be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court in San Francisco, California, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
The arbitration will be conducted by JAMS Arbitration ("JAMS") under its applicable rules and procedures, as modified by this Agreement to Arbitrate. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes. The forum will be located in San Francisco, California.
Your rights will be determined by a neutral arbitrator and not a judge or jury. You understand that arbitration procedures can be more limited than rules applicable in court. Arbitrator decisions are as enforceable as any court order and are subject to very limited review in court.
You and we must abide by the following rules: (a) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (b) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (c) the arbitrator will honor claims of privilege and privacy recognized at law; (d) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (e) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (f) each side pays its own attorneys' fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law.
With the exception of subparts (a) and (b) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (a) or (b) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in San Francisco, California.
This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any significant changes to this Agreement will be effective 30 days after posting such notice. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site, Mobile App or Services following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Copyright © 2018 Waitwhile. All rights reserved. All trademarks, logos and service marks ("Marks") displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
Contact Information: Waitwhile, Inc Email: firstname.lastname@example.org Last Updated: 2018-05-24