Terms of Service
1. Definitions
"Aggregated Statistics" means data and information related to your use of the Services that is used by us in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
"Customer," "you," or "your" means the person or entity that accepts this Agreement or uses the Services.
"Services" means Tablevoice's cloud-based voice and messaging software, APIs, dashboards, documentation, and related support, as further described in an applicable Order Form.
"Order Form" means an ordering document or online checkout specifying the Services, pricing, and any Implementation Services.
"Our IP" means the Services, any proprietary documentation, and any and all intellectual property provided to Customer in connection with the foregoing. For the avoidance of doubt, Our IP includes Aggregated Statistics and any information, data, or other content derived from Tablevoice's monitoring of Customer's access to or use of the Services, but does not include Customer Data.
"Implementation Services" means the professional services we perform to configure, train, and deploy the Services for your environment, including telephony service.
"Tablevoice," "we," "our," or "us" means Tablevoice Inc., a corporation incorporated in Alberta, Canada with its registered address business at 15th Floor, 850 2 St SW, Calgary, AB T2P 0R8.
"Third-Party Integrations" means software, platforms, telephony carriers, reservation systems, POS systems, or other services provided by third parties that interoperate with the Services.
"SLA" means the Service Level Agreement in Section 6.
Capitalized terms not defined here shall have the meaning set forth elsewhere in this Agreement.
2. Agreement Structure & Acceptance
By executing an Order Form, clicking "I agree," or using the Services, you accept this Service Agreement & Terms of Service (the "Agreement"). If you are accepting on behalf of an entity, you represent that you have authority to bind that entity.
The Agreement consists of: (i) these Terms of Service, (ii) any executed Order Form(s), and (iii) the appendices referenced herein (collectively, the "Contract Documents"). In the event of conflict, an Order Form prevails over these Terms.
3. Services
3.1 Provision of Services
We will make the Services available to you during the Subscription Term subject to this Agreement and the applicable Order Form.
3.2 Permitted Use
You may use the Services solely for your internal business operations in the hospitality industry. You shall not (a) resell or sublicense the Services; (b) reverse-engineer or decompile the software; (c) use the Services to send spam or violate laws; or (d) circumvent usage limits.
3.3 Third-Party Integrations
The Services rely on multiple Third-Party Integrations, including but not limited to telephony carriers, natural-language processing models, reservation platforms, and payment processors. Your Customer Data may transit or be processed by such third parties. Tablevoice is not responsible for any unavailability, interruption, or loss of data caused by Third-Party Integrations. Your use of Third-Party Integrations is governed solely by the providers' terms.
4. Implementation Services
4.1 Scope
Implementation Services may include call-flow design, menu curation, AI voice training, and integration with reservation/POS systems.
4.2 Fees
Implementation Services are billed on a time-and-materials basis at USD $150 per hour unless a fixed fee is set forth in the Order Form.
4.3 Co-operation
You will provide timely access to personnel, systems, and data reasonably required for us to perform Implementation Services.
5. Fees & Payment
5.1 Subscription & Usage Fees
Detailed pricing is set out in Appendix A (Rate Card).
5.2 Invoicing & Payment Terms
Unless otherwise stated in an Order Form, fees are payable monthly in advance via the payment method on file. Late payments bear interest at 1.5% per month or the maximum legal rate, whichever is lower. All fees are exclusive of taxes.
5.3 Changes to Pricing
We may modify pricing for new Subscription Terms with at least thirty (30) days' notice.
6. Customer Data & Privacy
6.1 Ownership
You retain all rights to Customer Data. You grant Tablevoice a non-exclusive license to process Customer Data to provide the Services.
6.2 Data Security
We implement industry-standard technical and organizational measures to safeguard Customer Data. However, you acknowledge that transmissions over the Internet and through Third-Party Integrations carry inherent risk.
6.3 Data Processing Agreements
If required by applicable law (e.g., GDPR), we will enter into a data processing addendum upon your request.
7. Confidentiality
From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information").
Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party.
The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder.
Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings.
On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.
Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire 4 years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
8. Intellectual Property
8.1 Our IP
You acknowledge that, as between you and us, that we own all right, title, and interest, including all intellectual property rights, in and to Our IP.
8.2 Customer Data
We acknowledge that you own all right, title, and interest, including all intellectual property rights, in and to the Customer Data. You hereby grant to us a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for us to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
9. Warranties & Disclaimers
OUR IP AND SERVICES ARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE MAKE NO WARRANTY OF ANY KIND THAT OUR IP, OUR SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
10. Limitation of Liability
IN NO EVENT WILL WE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO US UNDER THIS AGREEMENT IN THE ONE YEAR PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. Indemnification
You agree to indemnify and hold harmless Tablevoice from any claims arising out of (a) your breach of this Agreement; (b) your misuse of the Services; or (c) your violation of applicable laws.
12. Term & Termination
12.1 Term
The Agreement begins on the Effective Date and continues for the Subscription Term specified in the Order Form.
12.2 Effect of Termination
Upon termination, your right to use the Services ceases, and we will make Customer Data available for export for thirty (30) days.
13. Governing Law & Dispute Resolution
This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. Any dispute shall be resolved exclusively in the courts of Calgary, Alberta.
14. Miscellaneous
This Agreement constitutes the entire agreement between the parties regarding the Services and supersedes all prior agreements. You may not assign or otherwise transfer any of your rights or delegate or otherwise transfer any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of us. Any purported assignment, transfer, or delegation in violation of this Section will be null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
15. Marketing & Publicity
Tablevoice may request permission to display Customer's name, trade name, trademarks, and/or logos ("Customer Marks") on Tablevoice's website, marketing materials, case studies, and press releases. Tablevoice will not use any Customer Marks without Customer's prior written consent, which may be granted or withheld at Customer's sole discretion.