These terms and conditions ("Terms") apply to your use of TRAY Inc. website at www.gettray.com (the "Website"), the Service and the Application (as defined below), as well as to all information, recommendations and/or services provided to you on or through the Website, the Service and the Application.
TRAY is a company registered in Ontario, Canada with offices located at 1030 King St W, Toronto, ON.
We provide restaurant discounts (“Discounts”) from third party restaurants (“Restaurants”), and an integrated in-Application ordering system including payment to the Restaurants through the Application. which may be activated through the use of an application supplied by TRAY and downloaded and installed by you on your single mobile device (smartphone) (“the Application”). All services provided by TRAY to you by means of use of the Application are hereafter referred to as the “Service”.
USING THE APPLICATION OR SERVICE
By using the Application or the Service, you enter into a contract with TRAY (the "Contract"). In order to be able to use the Application or Service, you first need to sign-up with TRAY. When signing-up, you are obligated to provide TRAY with certain personal information, including your mobile telephone number, email address and payment card data. Upon successfully signing-up with TRAY, TRAY will provide you with a personal account, accessible for you with a password of your choice.
In connection with your use of the Application and Service, TRAY may send you electronic messages. These electronic messages may be sent for various reasons, including for security purposes (e.g. verifying that your smartphone is connected to the phone number you entered upon registration). By using the Application, you agree and consent to receiving such electronic messages. If you wish to no longer receive such messages, you can click the unsubscribe link in any email, reply STOP to any text, or contact us and request to no longer receive such messages. Unsubscribing from certain types of messages may result in our no longer being able to offer the Application or Services to you.
You have to be at least the age of majority or older in your jurisdiction of residence in order to use the Service or Application. If you reside in a jurisdiction that restricts the use of the Service or Application because of your age, or restricts the ability to enter into contracts such as this one due to age, you must abide by such age limits and you must not use the Service and the Application. You represent that if you are an individual, you are of the age of majority to enter into a binding contract, or that if you are registering on behalf of a legal entity, that you are authorized to enter into, and bind the entity to, these Terms and register for the Service and the Application.
HOW TO USE THE APPLICATION AND SERVICE
The Application allows you to view “Discounts” in your area from available “Restaurants” and check-in to an available restaurant once you are in one of the available “Restaurants”, and use the Application features to order on your mobile device (smart phone). The GPS receiver - which should be installed on the mobile device (smart phone) on which you have downloaded the Application - detects your location and uses your location to optimize “Discount” offerings to you and enable you to check-in to an available “Restaurant” once the GPS receiver determines you are inside. The Restaurant has sole and complete discretion to accept or reject each Order. Once you have submitted your Order and your payment has been authorized, you will not be entitled to change or cancel your Order, nor will you be entitled to a refund. TRAY encourages all our Restaurants to accept all Orders and to communicate any rejection promptly, and TRAY will notify you as soon as reasonably practicable if a Restaurant rejects your Order. Restaurants have the discretion to reject Orders at any time because they no longer have that meal item in stock, or for any other reason.
For the avoidance of doubt: TRAY itself does not provide the Products, and TRAY is not a restaurant. It is up to the Restaurant to offer Discounts for Products and services, which may be requested through the use of the Application or the Service. TRAY only acts as intermediary between you and the Restaurant. The provision of the Product and fulfillment of any Orders by the Restaurant to you is subject to the agreement (to be) entered into between you and the Restaurant. TRAY shall never be a party to such agreement.
YOUR USE OF THE APPLICATION OR THE SERVICE
You warrant that the information you provide to TRAY is accurate and complete and that you will keep the information you have provided to TRAY current through the Application. TRAY is entitled at all times to verify the information that you have provided and to refuse the Service or use of the Application without providing reasons.
You may only access the Service using authorized means. It is your responsibility to check to ensure you download the correct Application for your device. TRAY is not liable if you do not have a compatible mobile device or if you download the wrong version of the Application for your mobile device. TRAY reserves the right to terminate the Service and the use of the Application should you be using the Service or Application with an incompatible or unauthorized device.
By using the Application or the Service, you further agree that:
1.You will only use the Service or download the Application for your sole, personal use and will not resell it to a third party;
2.You will not authorize others to use your account;
3.You will not assign or otherwise transfer your account to any other person or legal entity;
4.You will not use an account that is subject to any rights of a person other than you without appropriate authorization;
5.You will not use the Service or Application for unlawful purposes, including but not limited to sending or storing any unlawful material or for fraudulent purposes;
6.You will not use the Service or Application to cause nuisance, annoyance or inconvenience;
7.You will not impair the proper operation of the network;
8.You will not try to harm the Service or Application in any way whatsoever; 9.You will not copy, or distribute the Application or other TRAY Content without written permission from TRAY;
10.You will keep secure and confidential your account password or any identification we provide you which allows access to the Service and the Application;
You will provide us with whatever proof of identity we may reasonably request;
12.You will only use our Application or Service through an internet connection you are authorized to use;
13.You are aware that when Services may require receiving or sending messages by SMS (if available in your jurisdiction), standard messaging charges (if any) will apply;
14.You will not use the Service or Application with an incompatible or unauthorized device;
15.You will comply with all applicable laws including, federal, provincial and/or municipal laws of the area in which you are present while using the Application or Service.
TRAY reserves the right to immediately terminate the Service and the use of the Application should you not comply with any of the above rules.
The use of the Application and the Service is available to you free of charge. TRAY reserves the right to introduce a fee for the use of the Application and/or the Service. If TRAY decides to introduce such a fee, TRAY shall inform you accordingly and allow you to either continue or terminate the Contract.
TRAY shall charge you for the Order placed by you on behalf of the Restaurant. You agree that you will pay for all Products you purchase from the Restaurant, and that TRAY may charge your credit card account as provided by you when registering for the Service for the Products (including any taxes and late fees, as applicable) that may be incurred by or in connection with your account. You are responsible for the timely payment of all fees and for providing TRAY with a valid credit card account for payment at all times. Any payment made is non-refundable.
TRAY uses a third-party payment processor (the "Payment Processor") to link the payment card you provide to the Application and Service. The processing of payments or credits, as applicable, in connection with your use of the Application and Service will be subject to the terms, conditions and privacy policies of your credit card issuer in addition to these Terms. TRAY is not responsible for any errors by the Payment Processor.
• what you order and the cost of that order including gratuities
By accepting these Terms and using the Application or Service, you agree that you shall indemnify and release TRAY, its affiliates, its licensors, and each of their officers, directors, other users, employees, attorneys and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: your violation or breach of these Terms or any applicable law or regulation, whether or not referenced herein; your violation of any rights of any third party, including Restaurants arranged via the Application, or your use or misuse of the Application or Service.
The information, recommendations and content provided to you on or through the Website, the Service and the Application are for general information purposes only and do not constitute advice. YOUR USE OF THE SERVICE AND APPLICATION ARE AT YOUR SOLE RISK. TRAY'S APPLICATION AND SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TRAY will reasonably keep the Website and the Application and their content correct and up to date but does not guarantee that (the contents of) the Website or Application are free of errors, defects, malware and viruses or that the Website or Application are correct, up to date or accurate. TRAY shall not be liable for any damages resulting from the use of (or inability to use) the Website or Application, including damages caused by malware, viruses or any incorrectness or incompleteness of the Content or the Website or Application, unless such damage is the result of any willful misconduct or from gross negligence on the part of TRAY.
TRAY shall further not be liable for damages resulting from the use of (or the inability to use) electronic means of communication with the Website or the Application, including but not limited to, damages resulting from failure or delay in delivery of electronic communications, interception or manipulation of electronic communications by third parties or by computer programs used for electronic communications and transmission of viruses. Without prejudice to the foregoing, and insofar as allowed under law, TRAY’s aggregate liability shall in no event exceed CAD $100.
By using our Services, if there is a dispute between you and any Restaurant regarding the accuracy or information provided on or through our Application or Service, you may contact us directly (support@TRAY.ca) and we will assist you in resolving your issue directly with the Restaurant.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. TRAY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. TRAY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY OR CONDITION THAT (i) THE APPLICATION OR SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE APPLICATION OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE APPLICATION OR SERVICE WILL MEET YOUR EXPECTATIONS.
Some jurisdictions do not allow certain limitations on warranties or limitations of liability, and so some of these limitations may not apply to you.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TRAY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TRAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
(a) THE USE OR THE INABILITY TO USE THE SERVICE OR APPLICATION;
(b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES;
(c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR
(d) ANY OTHER MATTER RELATING TO THE SERVICE OR APPLICATION.
LICENSE GRANT, RESTRICTIONS AND COPYRIGHT POLICY
For the purpose of these Terms, the following definitions apply:
"Content" means all content featured or displayed, including, but not limited to, logos, icons, trademarks, text, graphics text, graphics, photographs, images, moving images, sound, illustrations, music, software (excluding the Application), opinions, remarks, comments, artwork, links, questions, suggestions, information or other materials.
"TRAY Content" means Content owned or used by TRAY, its affiliates or licensors and made available through the Website, Service or Application, including any Content licensed from a third party, but excluding User Content.
"User" means a person who accesses or uses the Service or Application. "User Content" means Content that a User posts, uploads, publishes, submits or transmits to be made available on the Website or through the Service or Application.
"Collective Content" means, collectively, TRAY Content and User Content. Subject to your compliance with these Terms, TRAY grants you a limited, non-exclusive, non-transferable license:
to view, download and print any TRAY Content solely for your personal and non-commercial purposes; and
to view any User Content to which you are permitted access solely for your personal and non-commercial purposes.
Unless otherwise stated, the copyright and other intellectual property rights in the Website and/or Application and in material published on it (including without limitation photographs and graphical images) are owned by us, the Restaurants or our other licensors. These works are protected by copyright laws, trademark laws, and other intellectual property laws and treaties, both in Canada and around the world and all rights therein are reserved. For the purposes of these Terms, any use of extracts from the Website other than in accordance with these Terms is prohibited.
You have no right to sublicense the license rights granted in this section.
You may not use, copy, adapt, modify, create derivative works from, distribute, license, sell, transfer, publicly display, publicly perform, reproduce, transmit, stream, broadcast or otherwise exploit the Website, Service, Application or Collective Content, except as expressly permitted in these Terms. You may not reuse any Collective Content without first obtaining the written consent of TRAY. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by TRAY or its licensors, except for the licenses and rights expressly granted in these Terms. Any rights not expressly granted in these Terms are reserved.
LICENSE GRANTED BY USER
We may, in our sole discretion, permit Users to post, upload, publish, submit or transmit User Content on the Website or through the Service or Application. User Content will be deemed non-confidential and non-proprietary. By providing User Content to TRAY, you grant TRAY a non-exclusive, royalty-free, right to use, copy, distribute and disclose to third parties any User Content for any purpose, in any medium and throughout the world ("License Grant").
You acknowledge that TRAY only acts as a passive conduit for the distribution of the User Content and is not responsible or liable to you or to any third party for the content or accuracy of the User Content. TRAY does not continuously monitor User Content published by you or moderate between Users, nor shall TRAY be under an obligation to do so. Without limiting the foregoing, you acknowledge and agree that any remarks, opinions, comments, suggestions and other information expressed or included in the User Content do not necessarily represent those of TRAY.
Any use by you of the User Content is entirely at your own risk. You represent and warrant that any User Content posted or transmitted by you is original to you and does not copy the work of any third party or otherwise infringe any third party intellectual property rights, rights of privacy or personality rights and does not contain any defamatory or disparaging statements. Furthermore, you represent and warrant that you have the capacity to grant the license as stipulated in this paragraph.
You agree to indemnify TRAY, its affiliates and licensors against all costs, expenses, damages, losses and liabilities incurred or suffered by TRAY or its affiliated companies related to any User Content posted or transmitted by you or your other use of the Website, the Service or the Application.
TRAY reserves the right at its sole discretion to block or remove (in whole or in part) any User Content posted or transmitted by you and which TRAY believes is not in accordance with these Terms (including materials which infringe or may infringe third party intellectual property rights, rights of privacy or personality rights), or is otherwise unacceptable to TRAY.
You agree to promptly notify TRAY in writing of any User Content which breaches these Terms. You agree to provide to TRAY sufficient information to enable TRAY to investigate whether such User Content breaches these Terms. TRAY agrees to make good faith efforts to investigate such complaint and shall take such action as TRAY in its sole discretion decides. However, TRAY does not warrant or represent that it will block or remove (in whole or in part) such User Content.
Subject to your compliance with these Terms, TRAY grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on a single mobile device that you own or control and to run such copy of the Application solely for your own personal use.
YOU SHALL NOT
1.license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or Application in any way;
2.modify or make derivative works based upon the Service or Application; create Internet "links" to the Service or "frame" or "mirror" any Application on any other server or wireless or Internet-based device;
3.reverse engineer or access the Application in order to design or build a competitive product or service,
4.design or build a product using similar ideas, features, functions or graphics of the Service or Application,
5.or copy any ideas, features, functions or graphics of the Service or Application, or
6.launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms,
7.or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Service or Application. misuse the Website and/or the Application (including by hacking or "scraping").
8.send spam or otherwise duplicative or unsolicited messages of any kind (including "commercial electronic messages" under Canada's Anti-Spam Legislation ("CASL")) in violation of applicable laws;
9.send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights;
10.send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; interfere with or disrupt the integrity or performance of the Website, the Application or Service or the data contained therein; or
12.attempt to gain unauthorized access to the Website, the Application or Service or its related systems or networks.
TRAY will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. TRAY may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that TRAY has no obligation to monitor your access to or use of the Website, Service, Application or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Website, the Application and Service, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. TRAY reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that TRAY, at its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Website, the Service or Application.
INTELLECTUAL PROPERTY OWNERSHIP
TRAY alone (and its third party licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Website, Application and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Website, Application or the Service.
These Terms do not constitute a sale and do not convey to you any rights of ownership in or related to the Website, the Application or the Service, or any intellectual property rights owned by TRAY. TRAY's name, logo, and the product names associated with the Application and Service are trademarks of TRAY, its affiliated companies or third parties, and no right or license is granted to use them.
THIRD PARTY INTERACTIONS
During the use of the Website, the Application and the Service, links to websites that are owned and controlled by third parties may be provided from time to time in order to enter into correspondence with, purchase goods or services from, participate in promotions of third parties. These links take you off the Website, the Application and the Service and are beyond TRAY's control.
You are entitled to terminate the Contract at any time by permanent deletion of the Application installed on your smart phone, thus disabling the use by you of the Application and the Service. You can close your user account at any time by following the instructions on TRAY's website. TRAY is entitled to terminate the Contract at any time without notice and with immediate effect (by disabling your use of the Application and the Service) if you: violate or breach any term of these Terms, or in the opinion of TRAY, misuse the Application or the Service.
The Terms constitutes the entire agreement between you and TRAY and governs your use of the Website, Application and Service, superseding any prior version of these Terms between you and TRAY.
WAIVER AND SEVERABILITY OF TERMS
The failure of TRAY to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
MODIFICATION OF THE SERVICE AND TERMS
TRAY reserves the right, at its sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the Service or Application (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Website or by sending you notice through the Service, Application or via email. TRAY may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.
TRAY may give notice by means of a general notice on the Service or Application, or by electronic mail to your email address on record in TRAY’s account information, or by written communication sent by regular mail to your address on record in TRAY's account information.
You may not assign your rights under these Terms without prior written approval of TRAY.
APPLICABLE LAW AND DISPUTE RESOLUTION These Terms are subject to the laws in effect in the province of Ontario. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Website, the Service or the Application (collectively, "Disputes") will be settled exclusively by the competent court in Toronto, Ontario, Canada and you agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
TRAY may, at TRAY’s sole discretion, run promotions that may be redeemed for account credit, or other features or benefits related to the Services and/or a third party provider's services, subject to any additional terms that TRAY establishes on a per promotion basis ("Promo"). You agree that Promos:
Must be used for the intended audience and purpose, and in a lawful manner; May not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by TRAY;
May be disabled by TRAY at any time for any reason without liability to TRAY;
May only be used pursuant to the specific terms that TRAY establishes for such Promos;
Are not redeemable for cash; and
May expire prior to your use.
Certain Promos may only be available to new users. New users are unique natural persons who have not yet created an TRAY account.
TRAY reserves the right to delay delivery of Promo benefits pending verification that a user has complied with the terms of the Promo, including verification of the user's identity. TRAY users that make a referral code available to others must not make any false or misleading representations related to TRAY or the benefits a new user may receive upon signing-up for TRAY. TRAY reserves the right to deduct credits or other features or benefits obtained through the use of Promos by you or any other user in the event that TRAY determines or believes that the use or redemption of the Promo was in error, fraudulent, illegal, or in violation of the applicable Promo terms or these Terms.
TRAY credits earned have no cash value and will only apply in the local currency and are not transferable. If a purchase on TRAY exceeds the credit value in your account, the remaining balance will be charged to the registered credit card. TRAY promotions cannot be combined with any codes or other promotions.