1. AGREEMENT

This Agreement is entered into by and between BookMyDining and the Merchant (“you”), being the business or entity that signs up for, registers with, accesses, downloads, or uses the BookMyDining Platform. BookMyDining is an online reservation and engagement platform through which diners and end-users (“Customers”) can search for, view, and make reservations at the Merchant’s restaurant, store, or location. BookMyDining facilitates the connection between Customers and Merchants for the purposes of discovering, booking, and managing dining-related experiences. BookMyDining and the Merchant may hereinafter be referred to individually as a “Party” and collectively as the “Parties.”

2. EFFECTIVE DATE AND TERM

The Effective Date of this Agreement is the earliest of: (i) the Merchant registering for a BookMyDining account, (ii) accepting this Agreement through any online prompt, or (iii) accessing or using any part of the BookMyDining Platform. The Agreement commences on the Effective Date and continues for one (1) year, renewing automatically for successive one-year terms unless amended in writing. Although no monthly fees or ongoing financial commitments apply other than Seat Fees (Section 10.1), the Merchant may terminate participation at any time with at least thirty (30) days’ written notice to allow BookMyDining to maintain accurate diner information.

3. ACCEPTANCE OF TERMS

By submitting an online registration request, completing the registration process, clicking to accept or agree to this Agreement, or by accessing, downloading, or using BookMyDining platform or any of its associated features, services, or components (collectively, BookMyDining), the Merchant acknowledges that it has read, understood, and agrees to be legally bound by the terms and conditions set forth herein. If the Merchant does not agree to be bound by this Agreement, the Merchant must not access, download, or use BookMyDining.

4. BINDING EFFECT

Each Party acknowledges and agrees that this Agreement constitutes a legally binding and enforceable contract between the Parties. The Merchant further acknowledges that BookMyDining may amend or modify this Agreement from time to time in accordance with Section 17.10 (Amendments).

5. STRUCTURE OF AGREEMENT

This Agreement consists of the following components: (a) Terms and Conditions, which govern the Merchant’s access to and use of BookMyDining ; and (b)BookMyDining Operations Policy, which set forth the respective rights, responsibilities, and obligations of the Parties in connection with the provision and use of BookMyDining’s products and services.

6. AUTHORITY AND REPRESENTATIONS

By executing this Agreement or otherwise accepting it on behalf of a Merchant as an individual, you represent and warrant that: (a) you have reached the age of majority and possess the full legal capacity to enter into this Agreement;  (b) you are duly authorized to bind the Merchant to the terms and conditions of this Agreement;  (c) you have read, understood, and accepted this Agreement in its entirety; and (d) you agree, on behalf of the Merchant, to be bound by the terms and conditions set forth herein.

TERMS AND CONDITIONS

7. INTRODUCTION

7.1 Definitions

7.1.1. “Merchant” means any individual, business, or legal entity that registers for, accesses, or uses the Platform to promote, list, or provide dining-related services, offers, or experiences to Customers. A Merchant may operate one or multiple locations and may designate authorized representatives to manage the Merchant account.

7.1.2. “Customer” means any end-user, consumer, or participant who accesses the Platform to search for, book, reserve, or purchase services, experiences, or promotions offered by a Merchant. Customers may include individuals acting for personal, household, or business purposes.

7.1.3. "BookMyDining Network" means BookMyDining’s proprietary online restaurant reservation network, including, without limitation, BookMyDining.ca, any other websites, applications, or platforms owned or operated, in whole or in part, by BookMyDining or its affiliates, and any third-party partner websites, platforms, or services with which BookMyDining or its affiliates have entered into agreements.

7.1.4.  “BookMyDining System” or “Platform” means the proprietary system operated by BookMyDining that provides reservation, table management, and related functionalities for each Restaurant under this Agreement, as specified in the applicable request. The BookMyDining System is made available through the BookMyDining Network and includes the BookMyDining Software and associated components.

7.1.5. "BookMyDining Software" means the object code version of BookMyDining’s proprietary software provided to the Merchant, which may consist of one or more applications or modules designed for desktop, mobile, tablets or other platforms, together with any updates, enhancements, or modifications provided by BookMyDining.

7.2 BookMyDining System License

7.2.1. License Grant - Subject to the terms and conditions of this Agreement, BookMyDining hereby grants to the Merchant a non-exclusive, non-transferable, non-sub licensable, and revocable license to use the BookMyDining System during the applicable Restaurant Term, solely in connection with (a) the applicable Restaurant’s authorized access to and promotion on the BookMyDining Network, and (b) the management of customer reservations and tables at such Restaurant.

7.2.2. Restrictions - The Merchant shall not, and shall not permit any third party to: (a) copy, modify, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or trade secrets of the BookMyDining System, except to the limited extent expressly permitted by applicable law and only after providing prior written notice to BookMyDining; (b) distribute, sell, sublicense, rent, lease, lend, transfer, assign, or otherwise make available the BookMyDining System, in whole or in part, to any third party; (c) use any portion of the BookMyDining System to provide, or incorporate any portion thereof into, any product or service offered to any third party; (d) remove, obscure, or alter any copyright, trademark, patent, or other proprietary rights notice contained in or affixed to the BookMyDining System; (e) publicly disclose, publish, or disseminate any performance or benchmarking information or analysis relating to the BookMyDining System without BookMyDining’s prior written consent; (f) use any deep-link, robot, spider, scraper, crawler, data mining tool, or other automated or manual process, device, or mechanism to access, copy, search, or monitor any portion of the BookMyDining System, except as expressly authorized in writing by BookMyDining; (g) use any device, software, code, or routine that interferes, or attempts to interfere, with the proper working or security of the BookMyDining System; (h) take any action that imposes or may impose, in BookMyDining’s sole discretion, an unreasonable or disproportionately large load on the BookMyDining System or its infrastructure; or (i) use the BookMyDining System in any manner or for any purpose not expressly permitted under this Agreement. For the avoidance of doubt, this Agreement does not grant the Merchant any rights to access or use any BookMyDining systems, websites, or data other than the BookMyDining System and BookMyDining Data, as expressly authorized herein.

7.3 Support Services

7.3.1. Provision of Support - Subject to the terms and conditions of this Agreement, BookMyDining, at its sole discretion, may provide the Merchant with support, maintenance, and updates for the BookMyDining System (collectively, the “Support Services”) during the applicable Restaurant Term. Such Support Services may include, without limitation, technical assistance, troubleshooting, bug fixes, error corrections, and access to relevant documentation, as determined appropriate by BookMyDining.

7.3.2. Limitations - The Merchant acknowledges and agrees that: (a) Support Services are provided “as is”, and may be subject to limitations, delays, or other restrictions inherent in electronic communication systems or factors outside BookMyDining’s reasonable control; (b) BookMyDining does not warrant or guarantee that Support Services will correct all errors, defects, or issues, or that the BookMyDining System will operate without interruption or error; (c) Support Services do not include any services beyond the scope expressly provided by BookMyDining, including, without limitation, custom feature development, third-party integrations, extended or on-site training, or network configuration; and (d) BookMyDining reserves the right to modify, suspend, or discontinue Support Services at any time; provided, however, that such modifications shall not materially diminish the Merchant’s rights under the license granted in Section 7.2.1.

7.3.3.Service Response Time and Availability Disclaimer - BookMyDining will use commercially reasonable efforts to respond to Merchant’s support inquiries in a timely manner based on the priority and nature of the issue reported. However, BookMyDining makes no representation, warranty, or commitment regarding any specific response time, resolution time, or availability of personnel.The Merchant acknowledges and agrees that: (a) BookMyDining may prioritize support requests in its reasonable discretion based on severity and impact; (b) System maintenance, upgrades, and other scheduled or unscheduled downtime may temporarily affect the availability of Support Services or the BookMyDining System; (c) BookMyDining shall not be liable for any delay or failure in response or resolution due to factors beyond its reasonable control, including, without limitation, Internet connectivity issues, third-party service interruptions, or Merchant-side technical failures; and (d) All communications and support interactions may be logged and monitored by BookMyDining for quality assurance, training, and compliance purposes.

7.3.4 Merchant Obligations - To receive Support Services, the Merchant shall:  (a) provide accurate, complete, and timely information regarding any errors, issues, or support requests;  (b) comply with all reasonable instructions and procedures communicated by BookMyDining; and (c) ensure that the BookMyDining System is used in accordance with this Agreement and any applicable documentation.

7.4 Updates and Enhancements

7.4.1 Provision of Updates – BookMyDining may, from time to time and at its sole discretion, develop and provide updates, patches, bug fixes, modifications, or other enhancements to the BookMyDining System or BookMyDining Software (collectively, the “Updates”). Such Updates may be automatically implemented or made available for download and are intended to improve, maintain, or enhance functionality, performance, compatibility, or security.

7.4.2 Scope of Updates – The Merchant acknowledges and agrees that: (a) Updates are provided solely in accordance with the terms of this Agreement; (b) BookMyDining does not represent or warrant that any specific Update will be made available, or that any Update will correct all errors, defects, or operational deficiencies; (c) Certain Updates may require the Merchant to modify, upgrade, or reconfigure its hardware, software, or other systems to ensure continued compatibility with the BookMyDining System; and (d) BookMyDining reserves the right to discontinue, modify, or replace any Update at any time without liability, provided such modification does not materially reduce the overall functionality of the BookMyDining System during the applicable Restaurant Term

7.4.3 Merchant Obligations – The Merchant shall: (a) promptly implement and install all Updates made available by BookMyDining; (b) comply with all installation instructions, configuration requirements, and compatibility guidelines provided by BookMyDining in connection with such Updates; and (c) refrain from modifying, altering, or interfering with any Update or related component of the BookMyDining System without BookMyDining’s prior written authorization.

7.4.4 Ownership and License – All Updates, whether provided automatically or otherwise, shall remain the exclusive property of BookMyDining. The license granted under Section 7.2.1 shall extend to such Updates solely to the extent necessary for the Merchant’s authorized use of the BookMyDining System in accordance with this Agreement.

7.5 System Maintenance and Downtime

7.5.1 Scheduled Maintenance – BookMyDining may perform scheduled maintenance, upgrades, or other routine service operations on the BookMyDining System (“Scheduled Maintenance”) from time to time. BookMyDining shall use commercially reasonable efforts to conduct such Scheduled Maintenance outside of peak operational hours and to provide the Merchant with reasonable advance notice where practicable.

7.5.2 Emergency Maintenance – BookMyDining may perform emergency maintenance or take corrective actions without prior notice (“Emergency Maintenance”) when reasonably necessary to address security vulnerabilities, system failures, or other conditions requiring immediate attention. BookMyDining shall use reasonable efforts to minimize disruption and to notify the Merchant of the nature and duration of any Emergency Maintenance as soon as practicable.

7.5.3 Downtime and Availability – The Merchant acknowledges and agrees that: (a) temporary unavailability or performance degradation of the BookMyDining System may occur as a result of Scheduled Maintenance, Emergency Maintenance, or factors beyond BookMyDining’s reasonable control;  (b) BookMyDining does not guarantee uninterrupted or error-free operation of the BookMyDining System; and (c) such temporary interruptions shall not constitute a breach of this Agreement, provided BookMyDining uses commercially reasonable efforts to restore availability promptly.

7.5.4 No Service Credits or Liability – Except as expressly set forth in a separate Service Level Agreement (if any), the Merchant shall not be entitled to any service credits, compensation, or other remedies on account of downtime, maintenance, or unavailability of the BookMyDining System.

7.6 Setup, Training, and Support

BookMyDining shall provide setup, training, and support services for the BookMyDining System in accordance with its standard internal policies and as further described in Section 18 ( BookMyDining Operations Policy) of this Agreement. The Merchant may use any materials, deliverables, or work product provided by or on behalf of BookMyDining in connection with such services (collectively, “Deliverables”) solely to facilitate the Merchant’s authorized use of the BookMyDining System. All Deliverables shall be subject to the same terms and conditions as those governing the BookMyDining System under this Agreement.

7.7 Promotion and Use of Merchant Listing Materials

BookMyDining shall list the Merchant’s Restaurant(s) on the BookMyDining Network and permit users of the BookMyDining Network (“Users”) to make online reservations at such Restaurant(s). During the applicable Restaurant Term(s), BookMyDining may copy, distribute, publicly display, perform, and reformat the Merchant Listing Materials solely for the purposes of promoting the Merchant’s Restaurant(s) and facilitating online reservations. All goodwill arising from the use of Merchant Listing Materials shall insure exclusively to the benefit of the Merchant. Nothing in this Agreement shall be construed as transferring any ownership rights in the Merchant Listing Materials to BookMyDining. All intellectual property rights, including, without limitation, trademarks, trade names, logos, copyrights, and other proprietary rights in the Merchant Listing Materials, shall remain the exclusive property of the Merchant. For the purposes of this Agreement, “Merchant Listing Materials” means the trademarks, trade names, business names, logos, descriptions, menus, and/or photographs of the Merchant’s Restaurant(s). The Merchant represents and warrants that it has all necessary rights, consents, and permissions to provide the Merchant Listing Materials to BookMyDining for the purposes described herein, and that the use of such materials by BookMyDining in accordance with this Agreement will not infringe or violate the rights of any third party.

7.8 BookMyDining Data

During the applicable Restaurant Term, BookMyDining shall provide the Merchant with certain data generated or collected through the BookMyDining System (“BookMyDining Data”) in accordance with BookMyDining’s then-current Privacy Policy (currently located at https://bookmydining.ca/privacy) (the “BookMyDining Privacy Policy”). Subject to the terms and conditions of this Agreement, including the representations and warranties set forth in Section 6, the Merchant may use:- a) BookMyDining Data solely for its lawful business purposes and in accordance with applicable laws. For purposes of this Agreement, “BookMyDining Data” means data relating to Users and Users’ reservations at the Merchant’s Restaurants that is made available to the Merchant through the BookMyDining System and b) Merchant Data- Subject to the terms and conditions of this Agreement, BookMyDining may use any data provided by the Merchant (“Merchant Data”) for its lawful business purposes. For purposes of this Agreement, “Merchant Data” means Restaurant or store schematic information, reservation information, and similar data submitted by the Merchant to the BookMyDining System, but excluding BookMyDining Data. As between the Parties, the Merchant shall retain all right, title, and interest, including all intellectual property rights, in and to the Merchant Data provided to BookMyDining.

7.9 Data Export Upon Termination

Within thirty (30) days following the termination or expiration of this Agreement, and provided the Merchant is current on all payments, the Merchant may request that BookMyDining export or make available for download all Merchant Data and BookMyDining Data associated with the Merchant’s account. BookMyDining will use commercially reasonable efforts to provide such data in a standard electronic format. After this period, BookMyDining may delete or otherwise dispose of the data in accordance with its policies.

8. MERCHANT’S OBLIGATIONS

8.1 Registration and Login Information

8.1.1. Accuracy of Information - The Merchant shall ensure that all information provided to BookMyDining to establish or maintain its BookMyDining System account is true, accurate, current, and complete. Such information may include, without limitation, the Merchant’s physical address, email address, phone number, and any other information reasonably requested by BookMyDining.

8.1.2. Authorized Users and Access - The Merchant shall:  (a) limit access to the BookMyDining System to authorized employees acting on the Merchant’s behalf in connection with the Merchant’s authorized use of the BookMyDining System; (b) be responsible for ensuring such employees comply with all terms of this Agreement;(c) not grant access to the BookMyDining System to any other third party; and  (d) ensure that all login credentials, passwords, and other access information for the BookMyDining System are kept strictly confidential and are not shared with any unauthorized person.

8.1.3. Responsibility for Account Activity - The Merchant shall be responsible for all actions taken through its BookMyDining System account and shall promptly notify BookMyDining of any unauthorized use of its account or any other security breach relating to its use of the BookMyDining System.

8.1.4. Third-Party Access - If the Merchant wishes to grant access to the BookMyDining System to any third party, including service providers (each, a “Third-Party Recipient”), such Third-Party Recipient must enter into a separate agreement with BookMyDining.

8.2 Representations and Warranties

The Merchant represents, warrants, and covenants to BookMyDining that: (a) it has full right, power, and authority to enter into this Agreement, perform its obligations hereunder, and consummate the transactions contemplated by this Agreement; (b) this Agreement has been duly accepted by the Merchant and constitutes a legally valid and binding obligation of the Merchant, enforceable against the Merchant in accordance with its terms; (c) the Merchant owns or otherwise controls the Restaurant(s) and shall be solely responsible for ensuring the Restaurant(s)’ compliance with this Agreement; (d) in accessing or using the BookMyDining System and BookMyDining Data, the Merchant shall comply with all applicable foreign, federal, provincial, state, and local laws and regulations, including, without limitation, laws relating to access, transfer, sale, or use of data (including personal data), the Merchant’s applicable privacy policy, and the BookMyDining Privacy Policy (collectively, “Laws”); (e) to the extent the Merchant shares or provides any BookMyDining Data to any Third-Party Recipient, the Merchant shall remain responsible for such Third-Party Recipient’s use of such data in accordance with this Agreement; and (f) the Merchant has all necessary rights, consents, and permissions to provide all Merchant Data and Merchant Listing Materials to BookMyDining and to grant the rights granted herein, and the exercise of BookMyDining’s rights to Merchant Data and Merchant Listing Materials as contemplated under this Agreement will not violate or infringe any Laws, third-party intellectual property rights, rights of privacy or publicity, or any applicable privacy policy of the Merchant.

9. MERCHANT RESPONSIBILITY AND INDEMNIFICATION

The Merchant shall indemnify, defend (at BookMyDining’s option), and hold harmless BookMyDining, its affiliates, and their respective directors, officers, employees, representatives, and agents (collectively, the “BookMyDining Indemnified Parties”) from and against any and all claims, demands, actions, damages, losses, liabilities, costs, expenses, penalties, judgments, or settlements, including reasonable attorneys’ fees and court costs (collectively, “Losses”), arising out of or in connection with any third-party claim resulting from: (a) the Merchant’s breach of any representation, warranty, covenant, or obligation under this Agreement; (b) the Merchant’s negligence, willful misconduct, or other wrongful acts or omissions; or  (c) the Merchant’s failure to comply with any applicable foreign, federal, provincial, or local law, regulation, or other legal requirement (“Laws”). The Merchant shall: (i) promptly notify BookMyDining in writing of any claim, demand, or action that may give rise to indemnification under this Section;  (ii) provide BookMyDining with reasonable cooperation and assistance in the defense or settlement of such claim; and  (iii) obtain BookMyDining’s prior written consent before settling, compromising, or agreeing to any judgment with respect to any claim that could impose liability or obligations on the BookMyDining Indemnified Parties. BookMyDining may, at its sole discretion and at the Merchant’s expense, assume control of the defense and settlement of any such claim. The Merchant’s indemnification obligations under this Section shall remain in full force and effect regardless of whether BookMyDining elects to assume control of the defense.

10. FEES & PAYMENT

10.1 Seat Fees

The Merchant shall pay BookMyDining a Seat Fee of CAD $0.75 per seat based solely on the total number of seats booked in each reservation made through the BookMyDining Network. Seat Fees apply only to completed reservations and are billed monthly in arrears.

10.2 No Subscription, Set up or Hidden Fees

The Merchant acknowledges and BookMyDining confirms that there are no subscription fees, setup fees, activation fees, minimum usage fees, or any other recurring or non-recurring charges under this Agreement, other than the Seat Fees expressly described herein. BookMyDining further represents that no additional or hidden charges shall apply to the Merchant’s use of the Platform.

10.3 No Charges for No-Shows

Reservations that are properly designated as “no-shows” by the Merchant, in accordance with the BookMyDining Operations Policy, shall not incur Seat Fees. The Merchant is responsible for accurately marking such reservations within the timeframe and process specified by BookMyDining.

10.4 Billing and Payment

Prior to the Merchant’s first billing cycle, BookMyDining shall provide the Merchant with written notice of the accepted payment methods, monthly billing schedule, due dates, and any administrative procedures required to process Seat Fees. The Merchant agrees to follow all reasonable payment instructions provided by BookMyDining.

10.5 Exclusive Fee Structure

For clarity and certainty, the Merchant expressly acknowledges that:  (a) Seat Fees of CAD $0.75 per booked seat constitute the sole and exclusive fees payable by the Merchant to BookMyDining under this Agreement; (b) BookMyDining shall not impose any supplemental, additional, convenience, listing, service, integration, maintenance, or platform access fees, unless mutually agreed to in writing; and (c) Any modification to the Seat Fee or addition of new charges shall only be effective upon written notice and shall not apply retroactively.

10.6 Promotional Points and Prepaid Marketing Fund

10.6.1. Pre-Funding Requirement - To participate in any optional BookMyDining promotional or loyalty program, the Merchant must first deposit funds in advance into a Promotional Balance maintained by BookMyDining. Deposits may be made in increments of CAD $50 or more (e.g., $100, $250, $500, etc.). 

10.6.2.Use of Promotional Balance - The Merchant may allocate its Promotional Balance toward customer incentives, such as offering additional BookMyDining Points per seat (for example, 50 extra points per seat on certain days or 150 extra points on slower days). The Merchant may adjust such offers at its discretion, provided that total promotional points issued do not exceed the available Promotional Balance. 

10.6.3.Valuation and Deduction - Each BookMyDining Point shall have a monetary value of CAD $0.01, unless otherwise specified by BookMyDining. The corresponding value of promotional points redeemed by diners shall be automatically deducted from the Merchant’s Promotional Balance as such promotions occur. 

10.6.4.Balance Management and Replenishment - The Merchant may review its promotional balance and transaction history via the BookMyDining System. When the Promotional Balance reaches zero, promotional offers will automatically pause until additional funds are deposited. BookMyDining shall have no obligation to extend credit or continue promotions without sufficient prepaid funds. 

10.6.5. Non-Refundability and Program Discontinuance -  Funds deposited into the Promotional Balance are non-refundable, except that if BookMyDining permanently discontinues the promotional program in its entirety, any unused remaining Promotional Balance shall be refunded to the Merchant upon written request. 

10.6.6.Suspension for Misuse or Breach - BookMyDining may suspend or terminate the Merchant’s participation in promotional programs in the event of misuse, fraud, or breach of this Agreement.

10.7 Late Payments

Any amounts not paid when due under this Agreement shall accrue interest at a rate of 1% per month, or the maximum rate permitted by applicable law, whichever is lower, calculated and compounded daily from the due date until paid in full. Failure to pay when due may result in the immediate suspension of BookMyDining services. Such suspension shall not relieve the Merchant of its obligation to pay all accrued fees, interest, or other amounts due, nor limit BookMyDining’s other rights or remedies under this Agreement.

10.8 Taxes

The Merchant is responsible for all applicable taxes, duties, or fees (excluding BookMyDining’s income taxes) arising from the use of the BookMyDining System or any products or services provided under this Agreement, including, without limitation, GST, HST, PST, QST, import/export duties, and other similar applicable taxes. All fees payable to BookMyDining are exclusive of such taxes, which the Merchant shall pay upon invoice. The Merchant shall indemnify and hold harmless BookMyDining from any liability, including penalties, interest, or collection costs, relating to such taxes, duties, or fees.

10.9 Reservation Reconciliation

BookMyDining may, at its sole discretion, review and reconcile reservation records to identify any discrepancies between reservations reported through the BookMyDining Network and actual reservation data. BookMyDining may issue credits or debits to the Merchant’s account as necessary to correct such discrepancies. The Merchant agrees to review any such adjustments within thirty (30) days of notification and notify BookMyDining of any concerns or disputes; absent timely notice, the adjustments shall be deemed final and binding.

11. OWNERSHIP OF BOOKMYDINING TECHNOLOGY

The Merchant acknowledges that BookMyDining exclusively owns the BookMyDining System, BookMyDining Network, BookMyDining Data, aggregated Merchant Data that is non-identifiable, all Work Product, and all modifications or derivative works thereof (collectively, “BookMyDining Technology”). All intellectual property rights in the BookMyDining Technology remain solely with BookMyDining. The Merchant shall execute any documents or take actions reasonably requested to protect BookMyDining’s rights. No rights or interests are granted to the Merchant except as expressly provided herein.The Merchant may provide feedback, suggestions, or other information (“Feedback”), and BookMyDining shall have the unrestricted, perpetual, worldwide, royalty-free right to use, copy, modify, distribute, sublicense, disclose, or otherwise exploit Feedback without obligation or compensation.The Merchant acknowledges that BookMyDining may collect and use information about the Merchant’s access to and use of the BookMyDining System, including IP address, device and hardware information, session length, features accessed, and interactions (“Usage Information”), for any lawful business purpose, including product development, performance analysis, benchmarking, and marketing.

12. INTELLECTUAL PROPERTY INDEMNITY

12.1 Indemnification by BookMyDining

Indemnification by BookMyDining - BookMyDining shall, at its sole discretion, defend, settle, or pay damages for any third-party claim (“Claim”) alleging that the unmodified BookMyDining System, when used by the Merchant as authorized under this Agreement, infringes any issued Canadian patent, copyright, or registered trademark.

12.2 Merchant Cooperation

To qualify for indemnification, the Merchant must:(a) promptly notify BookMyDining of the Claim;  (b) grant BookMyDining exclusive control of the defense and any settlement; and (c) provide reasonable cooperation and assistance.The Merchant shall not settle or admit liability without BookMyDining’s prior written consent.

12.3 Remedies for Infringement

If the BookMyDining System is found to infringe, or BookMyDining reasonably believes it may do so, BookMyDining may, at its discretion:(i) procure a license for continued use;  (ii) replace or modify the System while maintaining substantially equivalent functionality; or(iii) if neither option is commercially feasible, terminate the Agreement for the affected Restaurant(s) and refund any prepaid fees for the unused portion of the term.

12.4 Exclusions

No obligation applies to Claims arising from:  (a) Merchant modifications or unauthorized configurations; (b) combined use with products/services not provided or authorized by BookMyDining; (c) unsupported, beta, or custom releases; or (d) third-party or open-source components incorporated by the Merchant.

12.5. Limitation of Liability

This indemnification is the Merchant’s sole and exclusive remedy for any IP claim, and BookMyDining’s total liability under this Section is capped at the Seat Fees paid by the Merchant for the affected Restaurant(s) in the preceding 12 months.

13. TERMINATION

13.1 Termination for Convenience

Either Party may terminate this Agreement or any individual Restaurant request: (a) immediately upon written notice if the other Party becomes insolvent, ceases business, files for bankruptcy, or materially breaches this Agreement and fails to cure within thirty (30) days after written notice; or (b) by the Merchant, without cause, upon thirty (30) days’ prior written notice.

13.2 Termination for Cause

BookMyDining may additionally suspend or terminate this Agreement or access to the BookMyDining System immediately if necessary to comply with applicable laws, prevent legal or business liability, or protect its services, reputation, or users. Termination, for any reason, shall not relieve either Party of obligations accrued prior to the effective date of termination. The Merchant shall remain responsible for any outstanding or properly accrued fees through the effective termination date, including any prorated fees applicable to the Restaurant Initial Term.

13.3 Rights Upon Termination

Upon expiration or termination of this Agreement for any reason:  (a) all licenses, rights, and access granted by BookMyDining to the Merchant under this Agreement shall immediately terminate; and (b) the Merchant shall remain responsible for all fees, charges, and any accrued interest owed to BookMyDining up to and including the effective date of termination, as well as any amounts that become payable as a result of such termination. The termination or expiration of this Agreement shall not affect any provisions that, by their nature or express terms, are intended to survive, including without limitation: BookMyDining’s ownership rights, confidentiality obligations, indemnities, limitations of liability, and payment obligations (including interest). All such provisions shall remain in full force and effect.

14. WARRANTY DISCLAIMER

TO THE FULLEST EXTENT ALLOWED BY LAW, THE BOOKMYDINING PLATFORM, NETWORK, DATA, AND ALL RELATED MATERIALS AND SERVICES (“SERVICES”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BOOKMYDINING MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SYSTEM PERFORMANCE, OR DATA INTEGRITY.BOOKMYDINING DOES NOT GUARANTEE THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION, ERRORS, DELAYS, SECURITY VULNERABILITIES, OR DATA LOSS, NOR DOES IT GUARANTEE THAT INFORMATION WILL BE ACCURATE, COMPLETE, OR MAINTAINED WITHOUT FAILURE. BOOKMYDINING SHALL NOT BE RESPONSIBLE FOR ANY DISRUPTIONS OR FAILURES RESULTING FROM THIRD-PARTY PROVIDERS, NETWORKS, HARDWARE, INTERNET CONNECTIVITY, OR ANY OTHER CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL. THE MERCHANT ACKNOWLEDGES THAT USE OF THE SERVICES IS AT ITS OWN RISK AND THAT NO ADVICE, STATEMENT, OR INFORMATION PROVIDED BY BOOKMYDINING, WHETHER ORAL OR WRITTEN, CREATES ANY WARRANTY UNLESS EXPRESSLY SET OUT IN THIS AGREEMENT.

15. DISCLAIMER OF LIABILITY

BOOKMYDINING SHALL NOT, UNDER ANY CIRCUMSTANCES, BE HELD RESPONSIBLE OR LIABLE TO THE MERCHANT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS, BUSINESS REVENUE, OPPORTUNITY, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE TOTAL LIABILITY OF BOOKMYDINING FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF LEGAL THEORY OR FORM OF ACTION, SHALL NOT EXCEED THE SUM OF PAYMENTS ACTUALLY MADE BY THE MERCHANT TO BOOKMYDINING UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE MERCHANT AGREES AND ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY STATED HEREIN, TOGETHER WITH THE WARRANTY DISCLAIMERS SET FORTH IN SECTION 14, ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND THAT THE COMMERCIAL TERMS WOULD BE SUBSTANTIALLY DIFFERENT WITHOUT SUCH LIMITATIONS. THESE LIMITATIONS SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT AND APPLY EVEN IF ANY LIMITED REMEDY PROVIDED FAILS OF ITS PRIMARY INTENT.

16. CONFIDENTIALITY AND NON-DISCLOSURE

16.1 Confidential Information

“Confidential Information” means any non-public technical, business, or other information disclosed in connection with this Agreement, including without limitation: trade secrets, know-how, inventions, processes, technology, customer information, business plans, financials, the terms of this Agreement (including pricing), the BookMyDining System, Network, Technology, and performance data. Information is confidential if marked as such or if reasonably understood to be confidential.

16.2 Obligations

The recipient shall:  (a) not disclose confidential information to any third party except as permitted herein; and (b) use at least the same degree of care as it uses for its own confidential information to protect it. Access is limited to employees, contractors, agents, or advisors with a legitimate need to know for performing obligations or exercising rights under this Agreement, and the recipient is responsible for their compliance.

16.3 Exceptions

Confidential Information does not include information that the recipient can show:  (i) was known prior to disclosure without obligation; (ii) is or becomes publicly known through no breach of this Agreement  (iii) is rightfully received from a third party without obligation of confidentiality; or (iv) is independently developed without using Confidential Information.

16.4 Compelled Disclosure

If required by law, regulation, subpoena, or judicial/governmental request, the recipient may disclose Confidential Information, provided it gives prompt prior written notice when legally permissible to allow the disclosing Party to seek protective measures.

17. MISCELLANEOUS TERMS

17.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles or the UN Convention on Contracts for the International Sale of Goods. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario, Toronto, for any dispute arising under this Agreement, and the prevailing Party shall be entitled to recover its costs and reasonable legal fees.

17.2 Force Majeure

Neither Party shall be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, strikes, acts of government, terrorism, pandemics, or failures of telecommunications, internet, or other infrastructure.

17.3 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, or agency relationship. Neither Party may bind the other without prior written consent.

17.4 Assignment

The Merchant may not assign, transfer, or delegate this Agreement without BookMyDining’s prior written consent; any attempt to do so is void. BookMyDining may assign this Agreement or its rights at its sole discretion, including by merger or operation of law. All rights and protections of BookMyDining extend to its affiliates. The Merchant remains responsible for accrued payment obligations.

17.5 Reservation Attendance

Merchants acknowledge that BookMyDining cannot guarantee customer attendance and is not liable for any loss or damage resulting from customers failing to honor reservations. BookMyDining takes reasonable steps to reduce repeated no-shows, including monitoring customer behaviour and temporarily restricting accounts of customers who frequently fail to honor reservations, but makes no guarantees regarding the effectiveness of these measures.

17.6 Notices

All notices under this Agreement must be delivered in writing to the email or physical address provided by the receiving Party. Notices sent via email shall be deemed received when transmitted.

17.7 No Waiver

Failure to enforce any provision does not waive any right. If any provision is held invalid, it will be limited or removed to preserve the remainder of the Agreement.

17.8 Headings

Headings are for convenience only and do not affect interpretation. Ambiguities shall be resolved fairly and reasonably, not against the drafting Party.

17.9 Entire Agreement

This Agreement, together with all requests and payment instructions, constitutes the entire agreement and supersedes all prior agreements. No Merchant-issued document amends this Agreement unless agreed in writing by BookMyDining.

17.10 Amendments

BookMyDining may amend this Agreement, including pricing, by notice via website, email, or other means. Amendments may take effect at the next Restaurant Renewal Term or during the current term following reasonable notice. Continued use constitutes acceptance. New Restaurants are governed by the Agreement in effect at the time of request.

17.11 Export Compliance

The Merchant shall comply with all Canadian and foreign export, import, and trade control laws. The Merchant shall not export, re-export, or transfer the BookMyDining Software in violation of applicable laws or to prohibited entities or jurisdictions. The Merchant represents that it is not located in or controlled by any prohibited jurisdiction or entity.

17.12 Third-Party Software

Third-party or open source software included in the BookMyDining Software is subject to its own license terms, which take precedence over this Agreement solely for such software.

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BOOKMYDINING OPERATIONS POLICY

The following operational policies (“Operations Policy”) govern how the Merchant must use the BookMyDining Platform during day-to-day restaurant operations.

18 STANDARD OPERATING GUIDELINES

18.1 System Setup and Activation

BookMyDining will guide the Merchant through the free setup and activation of the BookMyDining System, including: a)Completion of the Merchant training program at setup day and following week; b)Coordination of system setup and activation and c) Follow up online training as per set by BookMyDining and required by Merchant.

18.2 Ongoing Merchant Responsibilities

Merchant is accountable for a) Installation, activation, or configuration of devices, printers, network equipment, and WiFi; b) Costs for third-party Internet or networking professionals, electrical work, or physical modifications to premises and c) Any supplemental work on the premises not explicitly included above, unless mutually agreed in writing.

18.3 Connectivity Requirements

Maintain consistent Internet connectivity for system synchronization. Offline use is allowed, but connectivity must be restored promptly. Be responsible for wireless network setup, security, and compliance with BookMyDining’s Internet requirements.Cooperate with BookMyDining and Internet providers in restoring service.BookMyDining may assist with network or connectivity issues; additional fees may apply

18.4 Technical Limitations

The BookMyDining System may be subject to technical limitations or restrictions communicated from time to time.

19 MERCHANTS RESPONSIBILITIES IN OPERATIONS

19.1 Reservation Management

Merchants are committed under this agreement to a) Treat online reservations the same as phone or walk-in reservations, ensuring guests who book through BookMyDining receive equal priority, seating consideration, and service quality across all booking channels. b) Ensure all Merchant users are trained and consistently use the system correctly, including entering reservations, seating parties, updating table status, managing cancellations and no-shows, and following proper procedures to prevent overbooking or errors. c) Accurately mark “no-show” reservations only when a party genuinely fails to attend, and report any disputes, errors, or reservation-related concerns to BookMyDining within the same calendar month as invoicing to allow timely review and correction. d) Maintain accurate table availability in the system, ensuring all non-reserved tables are shown as available and updating layouts or seating capacity when changes occur. e) Update the system promptly for closures, holidays, private events, or temporary unavailability so diners do not book during times when the restaurant cannot accept reservations. f) Accept and honor any rewards, promotions, or loyalty points offered through BookMyDining that are intended for redemption at the Merchant’s restaurant(s), ensuring staff understand the process and support valid redemptions smoothly and consistently.

19.2 Reservation Confirmation and Attendance

Reservations submitted more than one (1) hour before the selected dining time are automatically confirmed unless the Merchant has closed availability for that time slot. Reservations made within one (1) hour of the selected dining time (“Near-Term Bookings”) require manual approval by the Merchant. If the Merchant does not approve a Near-Term Booking, it remains unconfirmed and is treated as a pending request, not a confirmed reservation.If a Customer arrives referencing an unapproved Near-Term Booking, the Merchant agrees to acknowledge the request and treat it similarly to an in-person wait inquiry. BookMyDining does not manage a digital waitlist; therefore, the Merchant maintains full control over seating decisions. The Merchant may, at its discretion, offer the Customer some level of priority based on:(a) the timestamp of the booking request,(b) the restaurant’s current seating and wait conditions, and(c) any guests already waiting at that time. If a Customer dining through the BookMyDining Platform—whether auto-confirmed or an unapproved Near-Term arrival—is ultimately seated and completes their meal, the Merchant must mark the reservation as “Completed” within the platform. Such customers must not be marked as “No Show,” as the dining has been fulfilled. All queue management, wait handling, and seating decisions remain fully under the Merchant’s control, and BookMyDining holds no responsibility for outcomes related to unapproved Near-Term Bookings.

19.3 Connectivity Compliance

Merchants are committed under this agreement to  a) Maintain continuous system synchronization; notify BookMyDining if online reservations must be paused. b) Use the system according to all documentation, guidelines, and built-in help functions. c) Ensure wireless networks are secure, including disabling SSID broadcast, restricting access via MAC addresses, and using appropriate encryption protocols (e.g., WPA2).

19.4 Staff Training

Merchants are committed under this agreement to make staff available for initial and ongoing training, including training new hires.

19.5 Customer Communication

Merchants are committed under this agreement to review all communications from BookMyDining (SMS, email, fax, or mail) regarding account or system management.

19.6 Data Protection

Merchants are committed under this agreement to maintain data security and confidentiality. Do not enter sensitive customer information, including payment card data, except as expressly authorized.

19.7 Compliance with Laws

Merchants are committed under this agreement to ensure all operations using the BookMyDining System comply with applicable laws, regulations, and BookMyDining policies, including privacy, accessibility, and data protection obligations.

19.8 Quality Assurance Audit

Merchants are committed under this agreement to cooperate with BookMyDining in audits or investigations related to reservations, cancellations, or system usage, including providing access to relevant information or records when requested.

19.9 Fees

Setup, activation, and training are free. The Merchant is responsible only for Seat Fees as set forth in the Agreement.

19.10 Support

BookMyDining provides support for system functionality but does not guarantee resolution of all issues or errors. The Merchant may contact BookMyDining support for assistance with basic system functionality. BookMyDining does not guarantee resolution of all issues or errors.

End of BookMyDining Merchant Agreement