Terms of Services

DYNE Terms of Service

Effective: March 1, 2024

‍1. Introduction and scope

The following Terms of Service (“Terms” or “Terms of Service”) are a legal agreement between you (“you” or “your”) and DYNE Technologies Inc. ("DYNE", "we", “us” or “our”) and govern your access to and use of our services, which include any websites, applications, digital marketing and social media features, or any other ways DYNE allows you to engage with us directly or through a Restaurant that uses DYNE (collectively, part of the “Services”).

Our Services include, but are not limited to, our websites, including DYNE (our “Websites”); any digital application feature (such as Web Dashboards) that DYNE offers to Restaurants, including a Restaurant’s Online Licensed Web Dashboard page.
Capitalized terms used but not defined herein shall be as defined in the Master Service  Agreement (MSA).

By accessing and/or using any of the Services, you agree to these Terms and any other policies or terms referenced within or posted throughout the Services, including but not limited to promotion terms, guidelines, as well as any rules or terms applicable to particular features or promotions, which are hereby expressly incorporated into these Terms by reference. You also acknowledge that you have read and understand our privacy policy (the “Privacy Policy”).

FROM TIME TO TIME WE MAY UPDATE OR MODIFY THESE TERMS OF SERVICE IN OUR DISCRETION, AND WILL POST THE UPDATED TERMS TO Terms of Services. SUCH UPDATES MAY BE REQUIRED IN ORDER TO REFLECT ENHANCEMENTS TO OUR SERVICES OR OUR WEBSITE. IF OUR CHANGES REDUCE YOUR RIGHTS OR INCREASE YOUR RESPONSIBILITIES, WE WILL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE YOU WITH NOTICE BY EMAIL OR THE WEB DASHBOARD, IN ACCORDANCE WITH ANY NOTIFICATION PREFERENCES YOU HAVE PROVIDED. THE UPDATED TERMS OF SERVICE WILL BECOME EFFECTIVE AS OF THE EFFECTIVE DATE INDICATED IN THE TERMS OF SERVICE (“EFFECTIVE DATE”). ANY USE OF THE SERVICES AFTER THE EFFECTIVE DATE MEANS YOU HAVE ACCEPTED THE UPDATED TERMS. YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT YOU DO NOT ACCEPT THE UPDATED TERMS OF SERVICE IS TO CEASE YOUR ACCESS TO AND USE OF THE SERVICES AND OUR WEBSITE.

These Terms include an agreement to resolve disputes by arbitration, which means that you and DYNE waive the right to a trial by jury and agree to resolve any and all disputes through binding arbitration on an individual basis.

If you are an individual, you must be at least 18 years of age to be legally capable of entering into contracts. If you are an entity, organization, or company, or acting on behalf of one, you represent and warrant that you are an authorized representative of such entity, and that you have the authority to and agree to bind it to these Terms. You represent that you will not use the Services, directly or indirectly, for any fraudulent undertakings.

2. Services

DYNE is a restaurant solutions company that offers a comprehensive suite of tools for restaurants, including automated marketing, dynamic pricing, staffing & inventory management, customer sentiment retargeting, competitor insights, supply chain optimization, expansion analytics for new location insights and more!

2.1 Opening and Accessing a DYNE Web Dashboard Account

When you use DYNE’s Web Dashboard services as a Restaurant, you can choose whether you would like to register and create a DYNE Account (hereinafter “DYNE account” or “account”). If you create an account, you may save your credit or debit card and other personal information to make future purchases faster and easier.

When you create an account, we will ask you for certain personal information such as your name, mobile number, and email address, which will be stored with DYNE  to facilitate your transactions. You may also choose at any time to store Payment Method information, which can be used to pay for future Purchases. Information on how we collect, use, and protect the personal information you provide to us can be found in our Privacy Policy. You agree to provide true, accurate current and complete information for your account registration, and you agree not to misrepresent your identity or your Payment Method information. It is your responsibility to keep the information you provide us up-to-date and accurate.

DYNE may, in its sole discretion, terminate or refuse to approve registrations for DYNE Web Dashboard with or without cause or notice, other than any notice required by Applicable Law and Rules. At this time, DYNE Services are offered only to users residing in the United States and Canada.

2.2 Confidentiality

‍

Only you have the right to access and use your account. You are responsible for ensuring that your login information and Payment Method information remain confidential at all times. DYNE will assume that if your login or Payment Method are used to access the Services, the user has the legal authority to use such login or Payment Method. If you become aware of unauthorized use of your login or Payment Method, you agree to notify DYNE immediately by email at support@dyneapp.ca. You remain liable for any activity on your account until such time as DYNE has been notified and has had an opportunity to take appropriate action.

2.3 DYNE is not a Party to in-Restaurant Merchant Payment Transactions

Purchases and Payment Transactions you make through and for Restaurant Merchants are transactions between you and the Restaurant Merchant only, not with DYNE or any of our affiliates. DYNE is not the seller of any product or service offered by Restaurant Merchants and is not a party to any Payment Transaction facilitated through the Merchant Services or their Payment Policies.

2.4 Using your Account

Once you have created your account, you will be able to make Purchases and Renewals from the DYNE Web Dashboard. You can make changes to your account information by logging in and accessing your Profile Settings. You will also be able to view your recent Purchase and Payment Transaction history by logging in to your account.

You acknowledge and agree that all aspects of Purchases beyond the services that DYNE provides, as well as all engagement and interactions between the Merchant and you, are solely the responsibility of the Merchant.

2.5 Restaurant Merchant Responsibilities

You hereby acknowledge and understand that each Merchant is solely responsible for all aspects of its own day-to-day operations, including provision of food and beverages (by any method, including through delivery), service, environment, and overall quality and accuracy.

2.5.1 Compliance.

You hereby acknowledge and understand that each Merchant is solely responsible and liable for all marketing, selling, pricing, packaging, and provision of any products or services offered to Guests through the Services in compliance with all Applicable Law and Rules. DYNE makes no representation or warranty regarding whether a Merchant holds any applicable permit, license, registration, or other credential for its business; whether representations by a Merchant are true and accurate; or whether a Merchant complies with Applicable Law and Rules, and DYNE is not responsible for the quality of the products or services provided by Merchants.

2.5.2 Alcoholic Beverages.

Certain Merchants may hold alcoholic beverage licenses and sell alcoholic beverage products. The Merchant holding the alcoholic beverage license must approve your Purchase before the Purchase will be finalized, and only upon acceptance of the order by the Merchant will your Payment Method be charged. The portion of the funds charged to your Payment Method which pertains to your alcoholic beverage product Purchase may be held in an account for the benefit of the alcoholic beverage supplier in compliance with Applicable Law and Rules. DYNE acts as a third-party technology provider and does not facilitate payment processing on behalf of the Merchant, and has no responsibility or liability to you or any other person for any alcoholic beverage products you may purchase from a Merchant or for any Merchant’s compliance with Applicable Law and Rules, including without limitation, local regulations regarding sale of alcohol.

2.6 Closing your Account

You may close your DYNE account at any time and be subject to further notice, following which you may or may not remain liable for any outstanding Purchases and Renewals as well as any fees or other charges incurred. DYNE will not issue refunds for amounts previously incurred through our Services once you close your account.

You can close your account by emailing support@dyneapp.ca. Please review our Privacy Statement for further information about our practices regarding your personal information.

In certain cases, we may not allow you to close your account, including but not limited to:

• to evade an investigation;
• you have open or pending Purchases, Renewals or Payment Transactions; or
• if you owe money to DYNE or a Merchant due to your use of the Services.
  

3. Data Privacy and Security

The privacy and security of your personal information is important to us. DYNE’s Privacy Statement describes what information we collect about you, how we may use personal information and the security measures we have taken to protect your personal information. We encourage you to read the Privacy Statement carefully, as it forms a binding part of these Terms of Service and contains important information about your rights. As such, DYNE is a SoC 2 (Type 2) compliant company, operating under all legal and regulatory Applicable Laws by local and international authorities, and takes the integrity and security of your information very seriously, upholding the highest standards of business ethics.

Being a SoC 2 (Type 2) compliant and secure organization, we also implement stringent administrative, physical and technical security measures to reasonably protect your personal information against unauthorized access, disclosure, damage or loss. However, even though we have taken measures to protect your personal information, we cannot guarantee that the collection, transmission and storage of personal information will always be completely secure.

If you would like to review our SoC 2 (Type 2) security certificate and report, please contact us at support@dyneapp.ca

‍4. Purchases

DYNE makes available the technological Services to the Restaurant Merchants and, does not either directly or through a third-party service provider, process Payment Transactions for Purchases on behalf of Merchants as the agent of the Merchants through the payment networks.

Payments made through the Services to the Restaurant Merchants are also subject to the terms of your agreement with your Payment Method issuer. You are solely responsible for any charges or fees that may be imposed by your Payment Method issuer as a result of using the Services.

‍5. Permitted Activities

By using the Services, you agree that:

• You will not use the DYNE or Restaurant Merchant Services in any way that violates Applicable Law and Rules, these Terms, or any other policies.
  
  
• You may only use the Services to make Purchases of a legitimate, bona fide product or service that is purchased from a Merchant. The Services may not be used to transfer money or process a Payment Transaction that is unrelated to a purchase of a product or service from DYNE or a Merchant.
  
  
• The information that you upload or post in connection with the Services does not infringe on anyone else's intellectual property or proprietary rights or otherwise conflict with the law or the rights of others.
  
  
• You will not upload, post or otherwise transmit through the Services any content that contains any viruses, trojan horses, time bombs, or any other harmful programs or elements.
  
  
• You will not provide false information about yourself to us, impersonate any other person, collect information about other users, or otherwise attempt to mislead others about your identity or the truthfulness or accuracy of the data you transmit through the Services.
  
  
• You will not damage, disable, disrupt, overburden, interfere with, or attempt to gain unauthorized access to any portion of our Services, computer systems, servers or networks, or any other person’s use and enjoyment of the Services.
  
  
• DYNE may suspend or terminate your use of the Services at its sole discretion for any actual or suspected violation of these limitations or other applicable policies or rules referenced in these Terms of Service.
  

6. Fees

As of the date of these Terms, DYNE does not charge you a fee to make Purchases from Restaurant Merchants using DYNE Services. We reserve the right to charge fees in the future, and any fees applicable to a Purchase or Payment Transaction you make will be clearly disclosed to you prior to the completion of your Purchase.

Merchants may charge you fees as well as taxes in addition to the price of the products or services you purchase. You may also be permitted to provide a gratuity. By making a Purchase through the Services, you agree to pay all such charges, including gratuities, fees and taxes. All amounts to be charged to your Payment Method associated with your Purchase will be displayed to you before you complete your Purchase.

‍7. Order Changes, Cancellation, Refunds and Customer Service

For questions or customer service regarding a Purchase, the product, or service provided by a Merchant, or any issues related to other integrations and technology providers used within the DYNE platform, please contact the respective Merchant or technology provider directly. DYNE serves as a platform connecting users with various Merchants and technology services but is not responsible for the direct handling of service issues or the accuracy, reliability, or legality of content, errors, or inaccuracies that may appear on a Merchant’s website, menus, promotional materials, or are associated with the services and software of other technology providers.

DYNE expressly disclaims any liability for errors, omissions, or inaccuracies in the information provided by Merchants or technology providers, as well as any failure of services provided by these entities. Clients and Users are encouraged to verify the information and evaluate the products and services offered by Merchants and technology providers directly. DYNE is not involved in the actual transaction between users and Merchants or technology providers and, as such, has no control over the quality, safety, or legality of the items or content advertised, the truth or accuracy of listings, or the ability of Merchants or technology providers to provide the items or services.

For questions or customer service regarding a Purchase or the product or service provided by DYNE, please contact us by email at support@dyneapp.ca

Please note that if we invoice you for your plan, your subscription term will be detailed on the Master Service Agreement (MSA) and your payment will be due upon receipt of the applicable invoice, with a maximum grace period for payment (due to extenuating circumstances) of 5 business days, from the date of issued invoice on the MSA.

Please be advised that you shall be subject to overdue fees for any outstanding payments, beyond the grace period, leading till the end of the overdue payment period, which shall be at a maximum of 30 business days from the date of invoice generation, as stated on the MSA.

Unless otherwise specified on your MSA or account information, if we do not receive payment within thirty (30) days of us issuing you the invoice, your account may be suspended and you will lose access to the Services immediately, after the overdue period has passed.

Unless otherwise specified on your MSA, your Plan will automatically renew at the end of the subscription term. If you would like to cancel your Plan, you must provide such notice via email to support@dyneapp.ca least thirty (30) days prior to the end of the subscription term.

DYNE reserves the right to increase subscription fees upon renewal; provided, however, that such increase shall be communicated immediately after the preceding subscription term unless we provide you notice of different pricing at least thirty (30) days prior to the applicable renewal term.

Additionally, for technical questions that relate to your use of the DYNE app, please also email support@dyneapp.ca‍

8.Responsibilities Pertaining to Partnerships and Promotions

Third-Party Responsibilities: You (Clients and Users) acknowledge and agree that DYNE collaborates with various partners and third-party service providers ("Partners"). While we engage in these partnerships to enhance the services offered to you, it is imperative to clarify that all activities, content, services, or products provided by our Partners are solely their responsibility. DYNE does not exercise control over, and thus is not liable for, any aspect of our Partners' operations, including but not limited to their information, materials, practices, or the reliability and security of their services.

‍

Liability in Association: The association or collaboration between DYNE and any of its Partners, including any form of paid promotions, sponsorships, or endorsements, does not constitute an endorsement by DYNE of the Partner's content, products, or services. Such associations are governed by their respective terms and agreements, independent of DYNE. Therefore, any transactions, interactions, or engagements users may have with our Partners are conducted at the users' own risk and are not the responsibility of DYNE. Clients and Users are encouraged to review the terms and policies of the Partners before engaging with their services or products.

Communications and Solicitations: DYNE is committed to maintaining a trustworthy and secure environment for our users. We assert unequivocally that we will never engage in communication practices that involve soliciting our users for financial contributions, investments, or any other requests involving the transfer of money. Furthermore, DYNE will never send emails or any form of communication that could be construed as part of a scam, fraudulent scheme, or deceptive practice. Users are advised to exercise caution and report any suspicious communications purportedly sent on behalf of DYNE to our customer service team at support@dyneapp.ca for immediate investigation.

By using our services, you agree to these terms and acknowledge your understanding that your interactions with DYNE's Partners are governed by your discretion and due diligence, absolving DYNE of any responsibility for third-party engagements that fall outside the direct purview of our services.

‍
9. Liability, Indemnification, Disclaimer Clauses and General Provisions

9.1 Liability Limitation:

(a) Service Limitations: DYNE shall not be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in connection with the Services provided, including but not limited to loss of profits, business interruption, or loss of data, whether in contract, tort (including negligence), or otherwise.

(b) Cap on Liability: The total liability of DYNE, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount paid to DYNE for the specific services giving rise to the claim, with an absolute maximum limit of one hundred dollars ($100), in liability compensation.

9.2 Disclaimer of Warranties:

(a) As-Is Basis: You expressly understand and agree that your use of the DYNE services, including all content, products, and services accessible from or provided by DYNE, is at your sole risk. The service is provided on an "as is" and "as available" basis without any warranties of any kind.

(b) No Endorsements: Neither DYNE nor its third-party providers will be liable or responsible for any products or services provided by third parties, including restaurant merchants, nor does DYNE endorse any such providers.

(c) Express Disclaimers: DYNE expressly disclaims all warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. DYNE does not guarantee the accuracy, reliability, or completeness of any information provided through the services.

9.3 Indemnification:

(a) Obligations: You agree to indemnify, defend, and hold harmless DYNE, its affiliates, officers, directors, employees, and agents, from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) relating to or arising out of your use of the services, your violation of this agreement, or your violation of any rights of a third party, including restaurant merchants.

(b) Notification and Cooperation: DYNE will provide prompt notification of any such claims and will cooperate with you, at your expense, in defending any such claims. You shall not settle any claim that affects DYNE without our prior written approval.

(c) Insurance: You agree to maintain adequate insurance coverage to protect yourself and DYNE against any claims or liabilities arising from your use of the services, and upon request, you will provide proof of such insurance to DYNE.

9.4 General Provisions:

(a) State Exemptions: Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages, so some of the above limitations may not apply to you. In such states, DYNE’s liability will be limited to the greatest extent permitted by law.

(b) Reliance on Limitations: The limitations of liability set forth herein are fundamental elements of the basis of the agreement between DYNE and you. They will apply even if the remedies fail their essential purpose.

10. Force Majeure

DYNE will not be liable for any failure or delay resulting from any condition beyond its reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, pandemic, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

11. Indemnification Against Third-Party Content

You agree to defend, indemnify and hold harmless DYNE and its directors, officers, employees, affiliates and agents from and against any and all third party claims, liability, damages, expenses and costs actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (a) your breach of these Terms or any other policy for a Third - Party; (b) your access to, use, or misuse of the Third-Party Content or Services; and (c) your infringement or infringement by any other user of your account, of any intellectual property or other right of any Third - Party or other person. DYNE will provide notice to you of any such claim, suit, or proceeding. DYNE reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests assisting DYNE’s defense of such matter.

12. Ownership of Content and Use of Trademarks

12.1. Ownership

DYNE owns or has license to all rights, title, interest, copyright and other worldwide intellectual property and trade secret rights in and to the Services (including all derivatives or improvements thereof). You may voluntarily submit suggestions, enhancement requests, ideas, feedback, recommendations or other input about the Services (“Feedback”) at any time. You irrevocably assign all right, title, interest and other worldwide intellectual property rights in and to the Feedback to DYNE Technologies Inc., and acknowledge that we are free to use, disclose, reproduce and otherwise exploit any and all Feedback provided by you relating to the Services in our sole discretion, entirely without obligation or restriction of any kind. Any rights not expressly granted herein are reserved by DYNE.

12.2. User Content

You retain all rights, title and interest in and to any text, graphics, videos, images or other data that you upload to the Services (“User Content”). You grant to DYNE a non-exclusive, royalty-free, fully paid-up, worldwide license to access, use, copy, modify (including the right to create derivative works of), display and transmit User Content for the purpose of providing the Services and in accordance with our Privacy Statement. You are solely responsible for the accuracy, quality, content, and legality of User Content, the means by which User Content is acquired, and any transfer of User Content outside of the Services by you or any third-party authorized by you. You represent, warrant and covenant that you have all rights necessary to upload the User Content to the Services and to otherwise have such User Content used or shared, as applicable, in relation to the Services.

12.3. Third-Party Content‍

Through your use of the Services you may be presented with material provided by third parties, not owned or controlled by us, from our partners, and/or from other users of the Services, including but not limited to links to websites or other materials, software, text, graphics, videos, images, or advertising content (collectively referred to as “Third-Party Content”). All Third-Party Content and the Services are protected by Canada and United States and foreign intellectual property laws. Unauthorized use of the Services and/or Third-Party Content may result in violation of copyright, trademark, and other laws. Except as expressly provided herein, you have no rights in or to the Services or Third-Party Content, and you will not use, copy or display the Services or Third-Party Content except as permitted under these Terms. No other use of the Services or Third-Party Content is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the Services and Third-Party Content. You may not sell, transfer, assign, license, sublicense, or modify the Third-Party Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Third-Party Content in any way for any public or commercial purpose other than as permitted hereunder. The use or posting of any of the Third-Party Content on any other platform, or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of these Terms of Service, your right to access and/or use the Third-Party Content and Services will automatically terminate.

12.4. Monitoring and Removal of Content‍

We do not review, pre-screen or filter all User Content, or Third-Party Content, but we do reserve the right to delete or refuse to accept any User Content or Third-Party Content in our sole discretion. In addition, we have the right (but not the obligation) in our sole discretion to reject or delete any content that we reasonably consider to be in violation of these Terms or Applicable Law and Rules.

12.5. Third-Party Content Precautions

We do not guarantee the accuracy, integrity or quality of any Third-Party Content, regardless of whether such products or services are designated as “certified,” “validated” or the like. Any interaction or exchange of information or data between you and any third-party is solely between you and such third-party. You should take precautions when downloading files from any platform to protect your computer from viruses and other destructive programs. If you decide to access any Third-Party Content, you fully assume the risk of doing so. Under no circumstances will DYNE be liable in any way for any Third-Party Content, including liability for any errors or omissions in any Third-Party Content or for any loss or damage of any kind incurred as a result of the use of or reliance on any Third-Party Content posted, emailed, linked or otherwise transmitted via the Services.

12.6 Copyrights and Trademarks

Trademarks:

The trademarks, service marks, and logos of DYNE (the “DYNE Trademarks”) used and displayed on the Services are registered trademarks or service marks of DYNE. Other DYNE products and service names located in the Services may be trademarks or service marks owned by partners such as restaurant merchants (which might include their name, postal address, email address, phone number, company logos, employee information, or any other information stored on the DYNE Web Dashboard) or other third parties (the “Third-Party Trademarks”, and collectively with the DYNE Trademarks, the “Trademarks”).

Nothing in these Terms of Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in the Services without the prior written consent of DYNE specific for each such use. The Trademarks may not be used to disparage DYNE, the applicable third-party, DYNE’s or the third-party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Except as expressly provided herein, the use of any Trademarks is prohibited without the prior written consent of DYNE. All goodwill generated from the use of any DYNE Trademark or Third-Party Trademark will inure to DYNE’s benefit, or to the benefit of the applicable third party, as appropriate.

Copyrights:

All content available through the Services, including designs, text, graphics, images, video, information, software, audio and other files, and their selection and arrangement, are the proprietary property of DYNE, its users or its licensors with all rights reserved. No content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without DYNE’s prior written permission, except that the foregoing does not apply to your own User Content (as defined above) that you legally post on the site. Subject to your compliance with these Terms of Service, DYNE grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use and access the Services. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is subject to modification or revocation at any time at DYNE’s sole discretion.

13. Governing Law and Jurisdiction

These Terms of Service shall be governed by and interpreted in accordance with the laws of the province of British Columbia, Canada. Any disputes arising out of or relating to this shall be exclusively subject to the jurisdiction of the courts located in British Columbia, Canada.

14. Dispute Resolution

14.1 In the event of any disputes or inquiries regarding the invoiced amount or payment, the Client shall promptly notify DYNE in writing.

14.2 The Client and DYNE shall work in good faith to resolve any disputes amicably within 7 business days.

15. Legal Action

15.1 Failure by the Client to make payment by the due date may result in legal action taken by DYNE to recover the outstanding amount.

15.2 The Client shall be liable for all costs and expenses incurred by DYNE in connection with any legal action, including but not limited to attorney fees and court costs.

‍