Terms of Service
The following Tripleseat Terms of Service shall be construed as part of the Tripleseat Master Service Agreement between Tripleseat Software, LLC and the Customer (the “Master Service Agreement” or the “MSA”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Master Service Agreement.
1. Service
1.1 Service Access
1.1.1 Grant of Access. Subject to payment of the applicable Fees, Tripleseat hereby grants to Customer and Customer’s Users the limited, revocable, non-exclusive, non-transferable, non-sublicensable, worldwide, right and license to, during the Term, (a) access and use the Service solely for Customer’s and Customer’s affiliates’ business purposes and (b) to embed or link to the “lead form” portion of the Service on Customer’s website.
1.1.2 Access to Internet Required. Customer’s access to the Service will require access to the Internet, which is solely Customer’s responsibility. No hardware, software, training, or support for Customer’s access to the public Internet will be provided by Tripleseat.
1.2 Service Availability. Unless otherwise specified in the Customer Agreement, Tripleseat represents that the Service will be Available for at least 99% of each applicable Billing Period (as determined by Tripleseat based on the number of hours the service is Available divided by the total number of hours in the applicable Billing Period). For purposes of this Section 1.2, “Available” means that the Service may be accessed and used by Customer’s Users. Service delays, failures, or interruptions caused solely by Customer-operated systems or Customer’s Internet connectivity will be considered times in which the Service was Available. An interruption in the Service will not be considered a breach of Tripleseat ’s obligations hereunder if: (i) Tripleseat promptly takes all reasonable steps to restore the Service or (ii) the interruption in Service results from a Force Majeure event.
1.3. Third-Party Products and Services. Tripleseat may use third parties to assist in providing the Services, and such third parties are intended beneficiaries of the Agreement. As such, the Services may include third-party software, applications, platforms, hosted storage, messaging or communication services, or APIs (collectively, the “Third-Party Services”). These Third-Party Services are not offered, controlled, or provided by Tripleseat and may be changed, modified, or discontinued by the third party without notice.
1.4 Credentials.
1.4.1 Customer must implement reasonable controls to ensure the security of any Credentials issued to Customer Users.
1.4.2 Customer will also be responsible for issuing or providing information to Tripleseat that is reasonably requested in writing and necessary to issue Credentials.
1.5 Restrictions; Prohibited Actions
1.5.1 Except as expressly permitted by Section 1.1, Customer shall not:
(a) sell, rent, lease, loan, disseminate, hypothecate, grant a security interest in, or otherwise provide the Service to third parties, make the Service available for use by third parties, or use the Service including through any outsourcing, timesharing, service bureau, practice management or data processing service basis; (b) copy, reproduce, modify, or translate the Service; (c) disassemble, decompile, reverse engineer, or make any other attempt by any means to discover or obtain the source code for, the Service; (d) remove, alter, obscure or tamper with any trademark, copyright or other proprietary markings or notices affixed to or contained within the Service; or (e) encourage or permit any User or other third party to engage in any of the foregoing. Customer shall require that all Users with the terms of the Agreement, and Customer will be liable for any breach by any User of the terms of the Agreement. Tripleseat may terminate the Agreement at any time upon written notice if Customer violates the foregoing provisions of the Agreement.
1.5.2 Except for the use of Interfaces according to their respective Documentation, Customer shall not cause or permit the installation or use of any programs or device that attempts to interface directly to the Service without Tripleseat ’s express prior written authorization, except for any hardware or software which is recommended, provided or approved by Tripleseat and such hardware or software is not part of the reasonably anticipated environment of the Service or technical infrastructure underlying the Service, or reasonably anticipated to be used with the Service.
1.6 Ownership Rights
1.6.1 As between Customer and Tripleseat, all Intellectual Property Rights, including without limitation all worldwide rights, title, and interest in and to the Service and related materials (including all modifications, alterations, and enhancements thereto and derivative works thereof) and all copies thereof, including all trademarks, service marks, patents, copyrights, designs, algorithms and all other intellectual property, industrial property and proprietary rights in the Service, are and will remain the exclusive property of Tripleseat.
1.6.2 Except for the rights expressly granted in the Agreement, Customer will have no rights to or other interests in the Service. Tripleseat reserves all rights not explicitly granted to Customer under the Agreement.
1.7 Suspension of Service. Tripleseat reserves the right to suspend its performance obligations under the Agreement in its sole discretion if Customer is in material breach of its obligations hereunder or Tripleseat reasonably believes that by providing the Services to Customer, it may subject Tripleseat to liability. Under such circumstances, Tripleseat shall promptly notify Customer of Tripleseat’s decision and the reasons therefor. If Customer addresses Tripleseat ’s concerns to Tripleseat ’s satisfaction, Tripleseat may resume performance.
2 Service Account Information and Customer Data
2.1 Customer Data. Tripleseat does not own any Customer Data. Customer, not Tripleseat, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Tripleseat shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of any data that results from Customer’s actions. Tripleseat is not responsible for restoring lost data or damage to Customer Data resulting from Customer actions. Any Transactional Data or Customer Data (as such terms are defined below) is and shall remain the sole and exclusive property of Customer. Customer hereby grants Tripleseat a non-exclusive, limited, revocable license to access and use the Transactional Data, to be agreed upon for each specific case, solely as necessary to provide the Services under the Agreement or, with prior written notice as necessary to comply with applicable laws, regulations, and government orders or requests and shall not be understood as granting to Tripleseat any ownership rights thereto or any right to use or transfer, except as explicitly provided herein. Tripleseat may not use Customer Data or Transactional Data for any marketing, benchmarking, or other commercial purpose. As used herein, “Transactional Data” shall mean any and all data collected from the use of the Services or otherwise related to a transaction consummated by Customer or Customer’s client. “Customer Data” shall mean any and all data, including all text, sound, software, image, or video files, point of sale (“POS”) data (including menus, pricing, client ID, Transactional Data, global transaction amount, payment data, and any other available data transiting through a POS) and all derivatives of such data that are created by or originated with the Customer customers or clients and/or provided to the Tripleseat by, or on behalf of, Customer or one of its affiliated companies. For the avoidance of doubt, Customer Data shall include personal data, as defined by applicable data protection laws. All such Customer Data (and algorithms that manipulate/ process the data) and other Confidential Information of Customer shall be subject to (i) the audit requirements set out in the Agreement and (ii) any audit rights or obligations that arise from or are required by applicable law or the exercise of regulatory authority by governmental agencies and authorities
2.2 Rights to Customer Data. Tripleseat has the right (but not the obligation) to review any Customer Data and delete any Customer Data that, in the sole judgment of Tripleseat, acting reasonably, breaches the Agreement, with 30 days written notice specifying the alleged breach and providing Customer the ability to remedy such alleged breach in accordance with MSA Section 7.1.
2.3 Limited License. Notwithstanding anything set forth in the Agreement: (A) Customer is the sole and exclusive owner of the Customer Data (as defined below); (B) Tripleseat shall keep the Customer Data confidential; and (C) Tripleseat shall not use or disclose to any third party any Customer Data, except (i) solely for the purposes of providing and supporting the Service pursuant to the Agreement, during the Term, or (ii) if and to the extent the Customer Data is aggregated with the similar content of other Users and does not in any way, directly or indirectly, identify or enable the identification of Customer, its affiliates or any of its or their customers as the source of the Customer Data in any manner, in whole or in part.
2.4 Security. Tripleseat will configure and administer the Service to comply with the following security requirements: The Service will use industry-standard encryption to protect sensitive data while in transit. Multiple security measures, including firewalls, will protect systems storing Customer Data and will be subject to periodic security audits. Tripleseat will promptly notify Customer of any actual or suspected unauthorized access to systems containing Customer Data. This paragraph sets forth Tripleseat ’s only obligations with respect to the security of Customer Data, and Tripleseat does not otherwise guarantee that Customer Data shall not be disclosed or destroyed. Notwithstanding any obligation of Tripleseat hereunder, the security of communication sent over the Internet is subject to many factors outside of Tripleseat ’s control, and, as a result, Tripleseat cannot guarantee the security or privacy of such communication.
3 Service Limited Warranty
3.1 Conformance with Documentation. Tripleseat represents and warrants that the Service will materially perform as described in the Documentation when operated under normal use and within the terms stated herein. Tripleseat will use commercially reasonable efforts to correct any errors in the Service that are deemed material in Tripleseat ’s sole discretion, of which Customer has notified Tripleseat promptly. If Tripleseat determines that it is unable to correct the Service after using commercially reasonable efforts to do so, then Tripleseat ‘s sole and exclusive obligation will be to refund a prorated amount of the subscription service fee that has been paid for such Service, provided that Customer discontinues all use of the Service and certifies that it has done such. This warranty will not apply if: (a) the Service is not used in accordance with the Agreement or the Documentation or is used in a manner for which it is not designed, contemplated or specifically recommended by Tripleseat; (b) the Service is adapted, modified, altered or tampered with by anyone other than Tripleseat or its authorized agents; (c) the Service is used in conjunction with any programs, services or other products not specified in writing by Tripleseat for use with the Service; or (d) the error is caused by Customer, the Internet, or any third party hardware, programs or other products. Customer acknowledges and agrees that this Section 3.1 sets forth Tripleseat ’s exclusive liability and Customer’s exclusive remedy for any breach of the warranty set forth herein.
3.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 3, TRIPLESEAT PARTIES MAKE NO WARRANTIES WHATSOEVER AND PROVIDE THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, THE TRIPLESEAT PARTIES HEREBY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF CUSTOMER ABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, ACCURACY OF INFORMATIONAL CONTENT AND SYSTEM INTEGRATION. TRIPLESEAT DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES TO BE UNINTERRUPTED OR ERROR-FREE AND IS NOT RESPONSIBLE FOR ANY THIRD-PARTY PRODUCTS OR SERVICES.
4 Fees and Payment
4.1 Subscription Fees. The Customer Agreement states the fees for the Customer’s use of the Service (“Subscription Fees”) during the Initial Term. Subscription Fees for Renewal Terms are subject to adjustment as provided in Section 4.8. Subscription Fees for each applicable “Billing Period” specified in the Customer Agreement will be payable in advance and prior to the start of such period. Subscription Fees will commence upon the Client having access to the Service or sixty (60) days from the Contract Date, whichever is earlier.
4.2 Other Fees. The Customer Agreement may describe other fees payable in connection with the Customer’s use of the Service (“Other Fees”), including referral, payment processing, or booking fees. Such Other Fees will be invoiced and will be payable as described in the Customer Agreement
4.3 Payments. Subscription and Other Fees (collectively “Fees”) will be due as outlined in the payment terms specified in the Customer Agreement. Tripleseat shall not invoice Customer for any charge for a service provided more than ninety (90) days prior to the invoicing date. However, this limitation will not apply to invoicing for charges subject to a dispute or any invoice requiring re-invoicing as the result of a dispute. Customer shall, however, remain responsible for charges on invoices sent by Tripleseat within the ninety (90) day period but not paid by Customer or disputed as set forth herein. All payments must be made in U.S. dollars in accordance with instructions provided by Tripleseat. Any undisputed amount not paid when due will accrue interest at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by law, whichever is lesser.
4.4 Third-Party Payment Processing. The Service does not directly accept or process payments for event bookings. Instead, the Service provides optional integrations with third-party payment processors, such as Tripleseat PayParty, Stripe,Square or CardConnect, and facilitates payments through these third-party payment processors via hosted fields. These third-party payment processors collect, process, and store payment information at the direction of the Customer’s Users and provide only tokens and notifications to Tripleseat. Tripleseat also maintains the PCI compliance of Tripleseat ’s operations (as applicable) via yearly attestations and quarterly vulnerability scans of copies, which will be made to Customers upon the Customer’s written request. Tripleseat is not responsible for any issues or disputes arising from the use of third-party payment processors.
4.5 Disputed Amounts. In the event Customer reasonably and in good faith disputes any amount that appears on an invoice issued by Tripleseat pursuant to the Agreement), Customer must notify Tripleseat in writing detailing the basis for the dispute within twenty (20) calendar days of Customer’s receipt of the invoice. Customer will not be required to pay that portion of the amount of the invoice which Customer reasonably disputes until the Parties resolve the Invoice Dispute or Tripleseat determines the amount owed by Customer after a reasonable investigation. Notwithstanding the foregoing, Customer shall pay any interest calculated pursuant to Section 4.3 above on any and all amounts eventually determined as payable to Tripleseat, and the placement of the amount in dispute will not modify the due date for such calculation.
4.6 Actions for Non-Payment. Should Customer fail to satisfy any payment which it has not disputed in accordance with Section 4.5 within thirty (30) days of the due date, then, in addition to any and all other remedies available to it and upon thirty (30) days prior written notice to Customer, Tripleseat may disable access to the Service for Customer and Customer Users, suspend bookings through the Service to Customer Locations, and/or suspend any professional services being performed for Customer pursuant to the Agreement until such time as the outstanding payment is made. Should Tripleseat disable access to the Service under this Section 4.6, then Customer may have reinstated such Service by upon paying all amounts owed to Tripleseat, including any late fees or interest on past accounts due. For the sake of clarity, any action taken by Tripleseat pursuant to this Section 4.6 will not relieve Customer of any obligations under the Agreement or any other agreement.
4.7 Taxes. All prices and Fees set forth herein are net amounts to be received by Tripleseat. Customer will be responsible for all sales, use, or excise taxes and assessments arising from the Agreement and related transactions, including any interest or penalty thereon, except for taxes based upon Tripleseat ’s net income (“Taxes”). If Customer represents that it is a tax-exempt entity, it shall provide Tripleseat a copy of its tax exemption certificate or similar documentation substantiating its tax exemption. Taxes shall not be deducted from the payments to Tripleseat except as required by law, in which case Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, Tripleseat receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. Customer shall pay Taxes at the same time as the Subscription Fees unless billed separately by Tripleseat, in which event Customer shall pay upon receipt invoice indicating the amount of Taxes due.
4.8 Changes to Fees. Unless otherwise set forth in the Customer Agreement, Tripleseat may modify the Subscription Fees applicable to a Renewal Term by notifying Customer of such Subscription Fee or Other Fee changes prior to the start of that Renewal Term. Notice of a Subscription Fee change may be given electronically through the Service, via an invoice setting forth the revised Subscription Fees, or any other method provided in the Agreement. Among other changes, Tripleseat may change the scope or structure of existing Subscription Fees or introduce new Subscription Fees to cover new features, Service subscription tiers, and terms and payment by providing written notice of such changes, and such changes shall only take effect as of the next Renewal Term. Notwithstanding anything set forth in the Agreement, Service Provider may revise the Subscription Fees annually, provided that any increase in any given year shall not exceed by more than ten percent (10%) the Subscription Fees for that year unless a higher percentage is necessary, as demonstrated by a detailed written explanation provided by the Service Provider, to reflect changes in the market conditions or costs incurred by the Service Provider Any such revision shall be communicated to the Client in writing at least thirty (30) days prior to the effective date of the revised Subscription Fees.
5 Termination of the Service and the Agreement
The Agreement automatically renews for successive additional terms of one (1) year, beginning at the end of the Initial Term and continuing annually thereafter (each, a “Renewal Term”), unless either Party gives notice to the other of its intent not to renew the Agreement at least thirty (30) days prior to the end of the then-current Term, in which case the notifying Party may then terminate upon the conclusion of the then-current Term. If the Agreement is terminated other than by Customer for cause, or if Customer notifies Tripleseat of its intention not to renew its subscription to the Service less than thirty (30) days prior to the end of the then-current Term, or if Customer’s corresponding client contract is suspended or terminated, then, Customer shall pay Tripleseat, within 30 days of such termination or notice of non-renewal, an amount equal to the remaining Subscription Fees that would become due during the remainder of the Term which includes where applicable the Renewal Term (the “Early Termination Fee”). Customer acknowledges that Tripleseat’s damages from an early termination are difficult to ascertain and that the Early Termination Fee is a reasonable measure of Tripleseat’s damages arising from the termination. Likewise, in the event of Customer’s non-renewal, Tripleseat shall treat the Early Termination Fee as pre-payment for the Service for the remainder of the Term and shall continue performing the Service.
Last revised: January 12, 2023