Terms and Policies

Roqa, Inc.’s Terms of Use for Member Restaurants

Last Modified: April 16, 2018 

  1. Your Acceptance 

These Terms of Use set out the member restaurant’s (“you” or “your or “Member Restaurant”) responsibilities and obligations, including the responsibility to read, understand and comply with the terms herein, to use the Roqa, Inc. (“us” or “we” or “Roqa”) restaurant-specific mobile application (the “Roqa App” or “App”) that will be used by all of Member Restaurants to interact with Roqa. This version of the Roqa App is providing our Member Restaurants (i.e., those entities who download the Roqa App, complete the application process, and agree to use it in accordance with the Terms of Use as set forth herein) the ability to attract more diners (the “Customers”) by enabling our Member Restaurants to credit Customers a percentage of not only their meal, but a percentage of meals paid for by other Customers at your restaurant as well (collectively the “Service”). More specifically, the Service provided by the Roqa App entails you paying Roqa a portion of the amount a registered Roqa Customer purchases at your establishment, so that Roqa can distribute those credits to the Roqa Customers as set forth herein (the “Roqa Program” or the “Program”).

By using the Roqa App, which includes all Content (as defined below), and by accessing any associated content such as text or email feeds, RSS feeds, and feeds that are available from the Service through our App, you signify your agreement to these Terms of Use.

Accordingly, by using the Roqa App you have, by default, opted in to receive promotional email communications from Roqa (“Email Communications”). You may, at the time of sign up, opt out of receiving Email Communications from Roqa. Thereafter, you may opt out of receiving Email Communications by selecting the Unsubscribe option on emails you receive from Roqa. Also, upon downloading the Roqa App, you are provided the option to opt in to receive push notifications from Roqa on your device. This may include promotional communications, offers, and system messages pushed to your device (“Push Notifications”). You may, at any time following download of the App, opt out of receiving Push Notifications by adjusting your user profile. Opting out of Push Notifications will not affect the settings of the App with respect to Email Communications. Finally, by using this App, in-app messages will automatically be displayed to you via the App’s display tiles and/or sent to you via the App, including promotional communications and offers. If you do not wish to see or receive such messages, you must cease use of the App.

You acknowledge (a) that you have read and understood these Terms of Use; and (b) that these Terms of Use have the same force and effect as a signed agreement.

If you are accepting this agreement on behalf of your employer, you affirm that you have the authority to accept this agreement on its behalf. You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, warranties, and indemnification set forth in these Terms of Use, and to abide by and comply with these Terms of Use.

ATTENTION:  PLEASE READ OUR PRIVACY POLICY CAREFULLY BEFORE USING THE SERVICE.  ACCESSING ANY PART OF THE SERVICE OR CONTENT INDICATES THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE AND RELATED POLICIES IN FULL.  IF YOU DO NOT ACCEPT THESE TERMS OF USE AND RELATED POLICIES, DO NOT USE, ACCESS, OR DOWNLOAD MATERIALS FROM THE SERVICE AND LEAVE THE SERVICE IMMEDIATELY.

We reserve the right to modify or discontinue the Service (or any portion of the Service), temporarily or permanently, with or without notice to you, and are not obligated to support or update the Service. YOU AGREE THAT ROQA SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY IN THE EVENT THAT WE EXERCISE OUR RIGHT TO MODIFY OR DISCONTINUE THE SERVICE OR ANY PORTION OF THE SERVICE. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to these Terms of Use. Roqa may update or revise the Terms of Use at any time. Accordingly, you agree that you will review these Terms of Use periodically. Roqa recognizes that you can decide whether or not to accept a modified version of these Terms of Use. However, you will only be allowed to continue to use the Services provided by Roqa, and continue to participate in the Program, if you accept the modified Program Terms, which may include evidencing your acceptance by having you select an “accept” prompt. Not agreeing to the modified Terms of Use will result in termination of your access to and use of the App and the Service, which will result in the termination and deletion of your Roqa membership and your Roqa account. BY USING THE SERVICE, YOU AGREE TO BE BOUND BY THE MOST RECENT VERSION OF THE TERMS OF USE.

These Terms of Use include a disclaimer of warranties, a release and indemnification by you, a disclaimer of liability, a class action waiver and arbitration provisions in at least Sections 14, 15, 16,  20 and 21 in particular and in Section 1 generally. Please review those sections (and all other terms) carefully.

Roqa’s principal place of business is located at 300 Avalon Dr., Wood-Ridge, NJ 07075.

  1. Your Roqa Account 

To become a member of the Roqa Program, you simply have to register as a Member Restaurant on the Roqa App. Please note that the Roqa Program is only available in the areas where the Service is available.

In order to use the Service you must create an account and provide certain information about your restaurant in order to use some of the features that are offered by the Service through the Roqa App. Roqa is not responsible for maintaining either the confidentiality of your account password, or your activity in connection with the use of your account. One of the terms of your use of the Service is that you will notify Roqa immediately of any unauthorized use of your account. Roqa reserves the right to close your account at any time, and do so for any reason or for no reason.

Because Roqa uses your account to withdraw the credits and pay them to Roqa, the information you provide in creating and maintaining your account must be complete and accurate, and must be safeguarded by you. You may not use an alternate identity in creating your account, and thus you may not create or use an account for anyone other than yourself nor create multiple accounts. Be aware that if you use a pseudonym in conjunction with your account, others may still be able to identify you. Moreover, your use of the account must be for your use only.

  1. Paying Out Roqa Credits 

A.   You Paying Roqa Credits to Roqa

Paying Roqa Credits to Roqa is simple because it only happens when a registered Roqa Customer dines at your restaurant (the “Primary Customer”). When that happens, Roqa will automatically invoice you for the percentage of the Primary Customer’s meal that you agreed to pay Roqa when you completed your profile page (the “Agreed Percentage”). For example, if when you completed your profile page you agreed that the Agreed Percentage would be twenty percent (20%) of the Net Amount (as defined below) of the Primary Customer’s meal, then assuming the Net Amount was $100.00, after the Primary Customer has completed the Process (as also defined below) you will be invoiced and obligated to pay Roqa $20.00 (the “Roqa Meal-Credit”).

As you learned from your profile page, the “Net Amount” is calculated as the price paid by the Primary Customer to you for their meal at your restaurant, with the exclusion of taxes, tip, processing fees, and the credit card fee. And that Net Amount is only due to Roqa if the Primary Customer completed the “Process”, which is defined as and entails (a) check-in the Member Restaurant; (b) the Primary Customer paying for their meal consumed at your restaurant; (c) the Primary Customer taking a picture of their receipt from that meal; (d) uploading that receipt to the Roqa App while the Primary Customer is still inside your restaurant; (e) that receipt is accepted by the Roqa App; and (f) the Primary Customer entering a rating of the experience on the Roqa App.

As explained on the Roqa App, so as to incentivize Customers to dine at your restaurant, the Roqa Meal-Credit paid by you to Roqa is divided among multiple Customers as follows. First, if you had been recruited to use the Roqa Service by a previously registered Roqa Customer (the “Recruiting Customer”), Roqa will pay that Recruiting Customer one percent (1%) of the Roqa Meal-Credit for one year from the date you registered for the Roqa Service. Next the Primary Customer who actually dined at your restaurant and completed the Process will receive five percent (5%) of the Roqa Meal-Credit. Also, if the Primary Customer dined at your restaurant at the recommendation of a different Roqa Customer (the “Recommending Customer”), Roqa will also pay that Recommending Customer four percent (4%) of the Roqa Meal-Credit for three (3) months from the date that Recommending Customer first ate at your restaurant and completed the process by reviewing their experience at your restaurant. And if the Recommending Customer ate at your restaurant because of the recommendation of an earlier Roqa registered Customer (the “Original Recommender”), then for three (3) months from the date the Original Recommender recommended your restaurant while completing the Process, that Original Recommender will also receive three percent (3%) of the Roqa Meal-Credit. Of course, all these percentages, the timelines, and the calculation of the Net Amount are each subject to change by Roqa at any time, for any reason.

Accordingly and by way of example only, to drive diners to your restaurant, Roqa will pay out from the Roqa Meal-Credit: (a) 1% to the Recruiting Customer; (b) 5% to the Primary Customer; (c) 4% to the Recommending Customer; and (d) 3% to the Original Recommender, each for the time periods discussed above.

B.   You Paying Roqa the Roqa Meal-Credits

You are obligated to pay Roqa the Roqa Meal-Credit as each Primary Consumer completes the Process. At the end of each day Roqa will total all of the individual Roqa Meal-Credits into a single invoice, and send that invoice to you electronically (the “Invoice”). The payment terms of all such invoices are discussed below in Section 4 (Billing).

  1. Billing

Roqa will electronically send you an Invoice at the end of each day you entertained at least one Primary Consumer. Each Invoice is payable according to the payment agreement set up in your profile.

If you have set up your profile to allow payment to be carried out via an automated daily payment, such as via PayPal or ACH payment, by doing so you have agreed that every day that Roqa sends you an Invoice, Roqa may pay itself an amount equal to that Invoice through an automatic withdraw of the amount of that Invoice from the account registered in your profile.

Any undisputed Invoice or any incorrectly disputed payment not received by the agreed upon timeframe set up in your profile (or, in the case of incorrectly disputed payments, not received by the thirtieth (30th) day following Roqa’s response to such dispute (assuming such dispute occurs within thirty (30) days of receipt of the Invoice)) will accrue interest at a rate of one and one-half percent (1.5%) per month from the date of either the Invoice or the highest rate allowed by applicable law, whichever is lower. Roqa retains the right to impose the interest charges set forth above on any Invoice which is delinquent regardless of whether or not past due such Invoices have been sent without such interest charges included.

If payment of your applicable Invoice is delinquent for any reason, Roqa has the right, upon written notice to you, to modify the payment terms to require full payment before resuming the Service or require other assurances to secure your payment of the applicable Invoice(s) at issue. If you are more than thirty (30) days delinquent in payment for the applicable Invoice, Roqa has the additional right to suspend or terminate your use of the Service, and has the right to inform Roqa Consumers that your participation in the Service has been suspended or terminated. If for any reason Roqa is unable to automatically withdraw from your account the amount necessary to pay for any undisputed Invoice, or to pay any incorrectly disputed payment not received by the agreed upon timeframe set up in your profile, Roqa will have the option to terminate your access to and use of the Roqa App and the Service.

If you in good faith dispute a portion of any Invoice, you will complete a Billing Dispute Form (available on the Roqa App) within thirty (30) days of receiving the Invoice containing the disputed charge. Such form will be submitted to Roqa via the Roqa App. Roqa will promptly work to reconcile any submitted disputes. You are obligated to pay all non-disputed items when due, regardless of whether an Invoice contains disputed charges. If you do not dispute an Invoice within thirty (30) days of receipt of such Invoice, you forfeit any further right to dispute such Invoice.

5. You Alone Are Responsible For Your Roqa Account 

You and only you are responsible for the content of your Roqa account, and once you publish any information or data from your account, it cannot always be removed from the public domain. Thus, you assume all risks associated with the content that you publish, including the possibility that a third party may rely on the statements contained in your account and accept it as accurate or reliable. Moreover, you alone are responsible for the fact that your publication of any content makes you personally identifiable to others. You understand that you may not publish any content to which you do not have rights to do so.

You understand that by publishing content you are exposing yourself to legal action for, among other things, claims that your content contains statements that are false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.

You also understand that Roqa is not responsible for any information or content or comments pertaining to you or your business that are made by anyone using the Roqa App, even if such information or content or comments contains statements that are false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation. And you recognize and agree that the party from which you would seek redress for any such actions is not Roqa, and so you agree to forego any legal activity against Roqa for such actions.

  1. Roqa’s Right To Use Your Content 

Roqa may use the content you publish from your account as it sees fit, as well as content that  Customers publish from their account about you and your business, including displaying it publicly, incorporating it in part or in whole into advertisements and other works, using it as the basis to create other works, using it in or as the basis of an advertisement, and allowing others to do the same in connection with their own websites and media platforms (“Partner’s Content”). As such, you hereby irrevocably grant Roqa a world-wide, perpetual, non-terminable, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use the content published by you for any purpose. It is important for you to note that by using the Service you also irrevocably grant the users of the Service, the Roqa app, and Partner’s Content the right to access your content in connection with their use of the Service, the Roqa app, and the Partner’s Content. Finally, you irrevocably waive, and cause to be waived, against Roqa and its Customers any claims and assertions of moral rights or attribution with respect to your content. It is understood that the term “use” means use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of your content.

7.   Roqa’s Privacy Policy 

Our Privacy Policy describes the information Roqa collects when you and others use the Service. It also describes how Roqa uses any personal information you share with Roqa. Our Privacy Policy is part of these Terms of Use. By agreeing to these Terms of Use, you are also consenting to our use of your personal information in accordance with our Privacy Policy.

8.   Links To and From the Service

The Service is carried out by our App, which allows you to keep track of all the registered Customers who eat at your restaurant, and how much you pay to Roqa in credits. But the Service may also contain links to third party websites (by way of example only, the websites for our partner restaurants) and online services (such as apps) that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or online services, and you access and use these websites or online services solely at your own risk. These links are provided for your reference and convenience only, and do not necessarily imply any endorsement, sponsorship or recommendation of the material on these third-party websites or online services or any association with their operators.  In addition, we will not and cannot control or edit the content of any third-party website or online service.

BY USING THE SERVICE, YOU EXPRESSLY RELEASE ROQA, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES, AND SUPPLIERS (COLLECTIVELY “THE ROQA PARTIES”) FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITE OR ONLINE SERVICE AND FROM ANY LOSS OR DAMAGE OF ANY SORT YOU MAY INCUR FROM DEALING WITH ANY THIRD PARTY. Accordingly, we encourage you to be aware when you leave the Service and to read the terms and conditions of use for each other website or online service that you visit.

Except as you have otherwise agreed with Roqa in writing, you may link to the Service from your website, subject to the following (a) you may not frame the Service or any portion of the Service; (b) you will not override or hinder the functionality of an end-user’s Web browser’s “back” function; (c) the link must be identified using a plain text rendering of Roqa’s name and not any Roqa logo; (d) you may not use any Roqa logo in any way; (e) you may not use the link in any way that suggests that Roqa is associated with or endorses you or your website; (f) the link may not appear on any website that a reasonable person may consider obscene, defamatory, harassing, offensive or malicious, and may not be presented in any way that disparages Roqa or damages its rights, reputation, or goodwill; and (g) we may terminate your right to link to or use the Service at any time for any reason, or no reason at all.

  1. Restrictions on Use of the Service

In your use of the Service, you will not:

  • use the Service for any purpose other than for using the features we intentionally make available to you;
  • upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or other form of solicitation;
  • post, transmit or submit any information that Roqa, in its sole discretion, determines is confidential (including social security or alternate national identity numbers, sensitive personal information, non-public phone numbers or non-public email addresses), false, misleading, unlawful, infringing, threatening, abusive, harassing, libelous, defamatory, discriminatory, obscene, offensive, inflammatory, scandalous, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate the law;
  • upload, download, post, email or otherwise transmit any material that may infringe copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights of any party;
  • copy, download or distribute any part of the Service in any form or medium without our prior written authorization;
  • alter, modify or make derivative works from any part of the Service without our prior written authorization;
  • provide false personal information or create an account for anyone other than yourself without permission;
  • create another account without our permission, if we have disabled your account;
  • let anyone else access your account, or do anything else that might jeopardize the security of your account; assign or transfer your account or login information to anyone;
  • use web crawlers, web robots, web scutters, ants, automatic indexers, bots, worms, and other such devices in connection with the Service; provided, however, that general purpose Internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Service are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent;
  • use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use of the Service;
  • obtain or attempt to obtain any content through any means not intentionally made available or provided for through the Service;
  • facilitate gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize;
  • impersonate or misrepresent any person or entity or your affiliation with someone else;
  • post or transmit any worms, viruses, Trojans, or other harmful, disruptive, or destructive files, code, or programs to the Service;
  • stalk or otherwise harass any person or entity; or
  • harm minors in any way.

Roqa will fully cooperate with any law enforcement authorities or court order requesting or directing Roqa to disclose the identity of anyone violating these Terms of Use.

Roqa believes in children’s online safety and does not wish to receive information regarding children under eighteen (18) years old. Therefore, you may not post, transmit or submit any personally-identifiable information of a child under eighteen (18) years old or information sufficient to locate such a child on or through the Service. If you are under eighteen (18) years of age, then please do not attempt to submit any information to or use the Service.

  1.   Intellectual Property

Everything you see, hear, or otherwise experience on the Service, including but not limited to the graphics, videos, audio recordings, text, software, photographs, scripts, software screens, design elements, artwork, interactive features and the like, the concepts and ideas underlying the Service, and all statistical, analytical, and other data captured by or through the Service (collectively, “Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Roqa, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Roqa owns the copyright in the selection, coordination, arrangement and enhancement of the Content. Any unauthorized use of any materials on the Service may violate copyright, trademark, and other laws. ROQA and the Roqa logo are trademarks of Roqa, Inc. or its affiliates.

For your personal use, you may view, copy, and print pages from the Service. Otherwise, the Service may not be copied, downloaded, modified, reproduced, distributed, published, performed, streamed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Roqa reserves all rights not expressly granted in and to the Service and the Content. You agree not to use, copy, download, or distribute any of the Content other than as expressly permitted herein. You may not incorporate the Content into, or stream or transmit the Content via any hardware or software application or make it available via frames or in-line links unless expressly permitted by Roqa in writing. You may not create, recreate, advertise or distribute an index of a significant portion of the Content unless authorized in writing by us. You may not build a business using the Content, whether or not for profit. If you copy or print pages of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein, nor may you scrape or use any extraction methods to obtain any Content or data from the Service.

You shall not, and shall not permit others to, license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party, all or any part of the rights granted to you under this Agreement, the Service, or any content or materials accessible through the Service, in whole or part.

11.    Advertisement Release

Roqa takes no responsibility for advertisements or any third-party material posted on or transmitted through the Service, nor does it take any responsibility for the products or services provided by other service providers with Content on the Service (“Advertisers”).  Any dealings you have with Advertisers found while using the Service are between you and the Advertiser, and you agree that Roqa is not liable for any loss or claim that you may have against an Advertiser.

YOU AGREE THAT YOU BEAR ALL RISK AND YOU AGREE TO RELEASE THE ROQA PARTIES FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, NOW AND IN THE FUTURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE AND YOUR TRANSACTIONS WITH ADVERTISERS OR OTHER THIRD PARTIES.  YOU FURTHER WAIVE ANY AND ALL RIGHTS AND BENEFITS OTHERWISE CONFERRED BY ANY STATUTORY OR NON-STATUTORY LAW OF ANY JURISDICTION THAT WOULD PURPORT TO LIMIT THE SCOPE OF A RELEASE OR WAIVER.  YOU WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH YOU HAVE OR MAY HAVE UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA OR ANY SIMILAR PROVISION OF THE STATUTORY OR NON-STATUTORY LAW OF ANY OTHER JURISDICTION (INCLUDING WITHOUT LIMITATION THE STATES OF MISSOURI, DELAWARE AND PENNSYLVANIA) TO THE FULL EXTENT THAT YOU MAY LAWFULLY WAIVE ALL SUCH RIGHTS AND BENEFITS.

12.   Notice and Procedure for Making Claims of Intellectual Property Infringement 

The Content, including, for example, all functionality, images, illustrations, graphics, audio clips, video clips, and text, are subject to trade dress, copyright and/or other intellectual property rights or licenses held by Roqa, by its affiliates, or by third parties who have licensed their material to Roqa.  The entire content of the App is protected under U.S. copyright laws, and Roqa owns a copyright in the selection, coordination, arrangement and enhancement of the Roqa Content on the Roqa App.  ROQA and the Roqa logo are trademarks of Roqa, Inc. or its affiliates.

If you are an intellectual property owner or an agent thereof and believe that either: (a) any Content or User Submissions on the Service; or (b) any material or activity contained on an online location to which Roqa has referred or linked users, infringes upon your intellectual property rights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) and 512(d) for further detail):

  1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the App are covered by a single notification, a representative list of such works on the App;
  3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (or in the case of referrals or links that are claimed to lead to infringing material or activity, identification of the reference or link that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate that reference or link);
  4. information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
  5. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. a statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notification pursuant to the DMCA should be submitted to: support@roqaapp.com

You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid. Emails or notices sent to Roqa without a proper subject line, or for purposes other than communication about intellectual property claims, may not be acknowledged or responded to.

13.   Warranties

You warrant and represent to us as set out below:

  1. The information provided to Roqa in any registration screen, email, posting, telephone call or through other means including all personal details, contact details and all other data provided to Roqa, is true in all respects, up-to-date and not misleading.
  2. You will keep the information referred to in sub-paragraph (a) immediately above up to date.
  3. You will not access the Service under false identity or pretext and will not use it to falsify your or any other person’s identity (however, this will not prevent you from using an adopted name provided the name is used lawfully and in good faith).
  4. You will use the Service lawfully and in good faith.

14.   Disclaimers

YOU AGREE THAT YOUR USE OF THE SERVICE SHALL BE AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT ROQA HAS ATTEMPTED TO MAKE THE APP AND ITS CONTENT AND THE SERVICE AS TIMELY AND ACCURATE AS POSSIBLE, BUT BECAUSE ERRORS MAY OCCUR, THE APP AND ITS CONTENT AND THE SERVICE ARE PROVIDED ON AN “AS IS” BASIS. ROQA GIVES NO WARRANTY AND MAKES NO REPRESENTATION IN RELATION TO THE APP AND ITS CONTENT AND THE SERVICE. ROQA EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW AND YOU WAIVE ANY REPRESENTATION OR WARRANTY ON THE PART OF ROQA RELATING TO THE APP AND ITS CONTENT AND THE SERVICE, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE IN CONNECTION WITH THE SERVICE, ANY SOFTWARE LICENSED OR PROVIDED TO YOU BY ROQA AND ANY AGREEMENT WITH A THIRD PARTY, THAT MAY BE IMPLIED BY THESE TERMS OF USE, BY CUSTOM, OR BY LAW OR OTHERWISE AND WHICH IS NOT EXPRESSLY SET OUT HEREIN, INCLUDING ANY IMPLIED WARRANTIES OF AVAILABILITY OF THE SERVICE, NON-DISRUPTION, SECURITY, ACCURACY, THE USE OF REASONABLE CARE AND SKILL, QUALITY, MERCHANTABILITY, TITLE OR ENTITLEMENT, FITNESS FOR A PARTICULAR PURPOSE, ABILITY TO ACHIEVE A PARTICULAR RESULT OR FUNCTIONALITY AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS AS WELL AS WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, AND COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, ROQA DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THE SERVICE OR ON ANY WEBSITES OR APPLICATIONS LINKED TO THE SERVICE OR TO THE APP IS ACCURATE, COMPLETE OR CURRENT; THAT THE APP AND ITS CONTENT AND THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR ERROR; THAT THE QUALITY, SAFETY OR LEGALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE APP AND ITS CONTENT AND THE SERVICE OR AGREEMENTS YOU ENTER WITH THIRD PARTIES SUCH AS ADVERTISERS WILL MEET YOUR EXPECTATIONS; THAT THE APP AND ITS CONTENT AND THE SERVICE WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY US; THAT SERVICE ERRORS WILL BE CORRECTED; OR THAT THE APP AND ITS CONTENT AND THE SERVICE IS PCI COMPLIANT. ROQA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SICKNESS, DATA LOSS OR CORRUPTION), RESULTING FROM YOUR ACCESS TO AND USE OF THE APP AND ITS CONTENT AND THE SERVICE, (III) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, CONTENT, AND/OR INFORMATION STORED THEREIN, (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (V) BUGS, VIRUSES, TROJAN HORSES, DESTRUCTIVE COMPUTER CODES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE APP AND ITS CONTENT AND THE SERVICE BY ANY THIRD PARTY, AND/OR (VI) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE APP AND THE SERVICE AND ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE APP AND THE SERVICE.

ROQA IS NOT RESPONSIBLE FOR ANY CIRCUMSTANCES OUTSIDE OF ROQA’S CONTROL, AND AS SUCH IS NOT LIABLE FOR THE DAMAGES, COSTS OR FEES ARISING OUT OF SUCH CIRCUMSTANCES.  BY WAY OF EXAMPLE ONLY, IF A PRIMARY CONSUMER WERE TO CAUSE PHYSICAL DAMAGE TO YOUR RESTAURANT, OR A PRIMARY CUSTOMER AUTHORS AN UNFAVORABLE REVIEW OF YOUR RESTAURANT, ROQA WILL NOT BE HELD LIABLE OR RESPONSIBLE.

15.    Indemnity

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD THE ROQA PARTIES HARMLESS FROM AND AGAINST ANY CLAIM, LOSS, OBLIGATION, DEMAND, DAMAGE, COST, LIABILITY, EXPENSE, AND ATTORNEY’S FEES ARISING TO ROQA AND OE THE ROQA PARTIES AS A RESULT OF ANY CLAIM, DEMAND OR PROCEEDINGS BROUGHT OR THREATENED AGAINST ROQA AND OR THE ROQA PARTIES IN CONNECTION WITH (1) YOUR USE OF, ACCESS TO, OR MISUSE OF THE SERVICE; (2) YOUR BREACH OF ANY OF THESE TERMS OF USE; (3) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (4) ANY CLAIM THAT ANY OF YOUR SUBMISSIONS CAUSED DAMAGE TO AN INDEMNIFIED PARTY OR A THIRD PARTY; (5) ANY TRANSACTION YOU CONDUCT AS A RESULT OF THE CONTACT FACILITATED BY THE SERVICE; OR (6) ANY ACTIVITY USING YOUR EMAIL ADDRESS AND PASSWORD BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICE USING YOUR ACCOUNT OR EMAIL ADDRESS.

IF ROQA TAKES ANY LEGAL ACTION AGAINST YOU AS A RESULT OF YOUR VIOLATION OF THESE TERMS OF USE, ROQA WILL BE ENTITLED TO RECOVER FROM YOU, AND YOU AGREE TO PAY, ALL REASONABLE ATTORNEYS’ FEES AND COSTS OF SUCH ACTION, IN ADDITION TO ANY OTHER RELIEF GRANTED TO ROQA.

16.    Limitations on Liability

IN NO EVENT SHALL ROQA BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM THE SERVICE OR THIRD PARTY PRODUCTS OR SERVICES, UNDER THESE TERMS OF USE OR IN CONNECTION WITH THEIR PERFORMANCE OR BREACH, OR IN CONNECTION WITH ANY WARRANTIES HEREUNDER, OR IN CONNECTION WITH THE SERVICE, INCLUDING FOR THEIR NEGLIGENCE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING ANY LOSS OF PROFITS OR SAVINGS OR ANTICIPATED PROFITS OR SAVINGS, DATA, OPPORTUNITY, REPUTATION, GOODWILL OR BUSINESS, EVEN IF ROQA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

ROQA WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITY OR LOSS THAT YOU MAY INCUR, OR FOR ANY OTHER UNDESIRABLE CONSEQUENCES, RESULTING FROM:  (a) ANY SUSPENSION OR DISRUPTION OF THE APP AND ITS CONTENT AND THE SERVICE, INCLUDING WHERE SUCH SUSPENSION OR DISRUPTION RESULTS FROM OUR NEGLIGENCE, (b) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (c) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE APP AND ITS CONTENT AND THE SERVICE, (d) UNAUTHORIZED ACCESS TO OR USE OF ROQA’S SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN, (e) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APP AND ITS CONTENT AND THE SERVICE; (f) INADEQUATE OR FAULTY HARDWARE OPERATING THE SERVICE; (g) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE APP AND ITS CONTENT AND THE SERVICE BY ANY THIRD PARTY, (h) USER CONTENT, THIRD PARTY WEBSITES OR APPS; (i) ERRORS OR OMISSIONS IN ANY CONTENT; OR (j) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT WHEREIN SUCH CONTENT OR ADVERTISEMENT IS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ROQA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

ROQA WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITY OR LOSS THAT YOU OR ANY OTHER PERSON MAY INCUR, OR FOR ANY OTHER UNDESIRABLE CONSEQUENCES, RESULTING FROM YOUR BREACH OF YOUR WARRANTIES OR OTHER OBLIGATIONS UNDER THESE TERMS OF USE.

ROQA’S MAXIMUM AGGREGATE LIABILITY FOR ANY SINGLE EVENT (OR A SERIES OF RELATED EVENTS) GIVING RISE TO A CLAIM IN CONNECTION WITH THESE TERMS OF USE OR IN RELATION TO THE APP AND ITS CONTENT AND THE SERVICE, EITHER FOR TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, MISREPRESENTATION OR NEGLIGENCE WILL BE LIMITED TO $50 USD.

BY ACCESSING THE APP AND ITS CONTENT AND THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS:  “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS [OR HER] FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM [OR HER] MUST HAVE MATERIALLY AFFECTED HIS [OR HER] SETTLEMENT WITH THE DEBTOR.”

Any claims relating to use of the App and its Content and the Service must be brought within one (1) year from the date the cause of action arose.  Claims brought after such period are void.  The App and its Content and the Service is controlled and offered by Roqa from its facilities in the United States of America.  Those who access or use the Service do so at their own volition and are responsible for compliance with local and all other applicable laws, restrictions, and regulations.

17.    Equitable Relief

If you violate these Terms of Use, Roqa may seek injunctive relief or other equitable relief.

18.    Subpoena Fees

If Roqa has to provide information in response to a subpoena related to your access or use of the Service, then we may charge you for our costs. These costs may include attorney and employee time spent retrieving records, preparing documents, and participating in a deposition.

19.    Assignment

The Terms of Use, and any rights and licenses granted hereunder, may be transferred or assigned by you only with Roqa’s prior written consent, but may be assigned by Roqa without restriction and without notice to you.

20.    Class Action Waiver

ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL LEGAL ACTION.  YOUR ACCESS AND CONTINUED USE OF THE SERVICE SIGNIFIES YOUR EXPLICIT CONSENT TO THIS WAIVER.

21.    Arbitration 

These Terms of Use expressly include this Arbitration provision that governs any disputes between you and Roqa. Unless you opt out, as described below, this provision will: (a) eliminate your right to a trial by jury; and (b) substantially affect your rights, including preventing you from bringing, joining or participating in class or consolidated proceedings.

You must read this section carefully. It affects rights that you may otherwise have. It provides for resolution of most disputes through arbitration instead of court trials and class actions. Arbitration is more informal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury, and discovery is more limited. Arbitration is final and binding and subject to only very limited review by a court. This arbitration clause shall survive termination of these Terms of Use.

This provision is intended to be interpreted broadly to encompass all disputes or claims arising out of or relating to these Terms of Use, your use of the App and its Content and the Service, and your relationship with us. Any dispute or claim arising out of or relating to these Terms of Use, or use of the App and its Content and the Service, and/or your relationship with Roqa or any subsidiary, parent or affiliate company or companies (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration, except that either of us may take claims to small claims court if they qualify for hearing by such a court.

For all disputes, whether pursued in court or arbitration, you must first send a written description of your claim to our Customer Service department or its equivalent to allow us an opportunity to resolve the dispute. You and Roqa each agree to negotiate your claim in good faith. You may request arbitration if your claim or dispute cannot be resolved within 60 days.

The arbitration of any dispute or claim shall be conducted in accordance with the rules of the American Arbitration Association (“AAA”), including the AAA’s Customer Arbitration Rules for complex litigation (the “AAA Rules”), as modified by these Terms of Use. The AAA Rules and information about arbitration and fees are available online at www.adr.org. You and Roqa agree that these Terms of Use evidence a transaction in interstate commerce and this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law, and not governed by state law. Any arbitration will be held in a reasonably convenient location in the state in which you reside or at another mutually agreed location. The arbitration will be conducted in the English language. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief to the extent required to satisfy your individual claim, and must follow and enforce these Terms as a court would. Any arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction.

You and we each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and us that this class action waiver is unenforceable, the arbitration agreement will be void as to you. If you opt out of the arbitration provision as specified above, this class action waiver provision will not apply to you. Neither you, nor any other Member Restaurant, can be a class representative, class member, or otherwise participate in a class, consolidated or representative proceeding without having complied with the opt out procedure set forth above. If for any reason a claim proceeds in court rather than through arbitration, you and we each waive any right to a jury trial.

22.    Governing Law and Jurisdiction

You agree that the App and its Content and the Service shall be deemed solely based in the State of Delaware, United States of America and the App and its Content and the Service shall be deemed a passive Service that does not give rise to personal jurisdiction over jurisdictions other than in the State of Delaware. These Terms of Use, and the use of the App and its Content and the Service are thus governed by the laws of the State of Delaware, United States of America, without regard to any conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. If the arbitration agreement directly above is ever deemed unenforceable or void, you irrevocably consent to the exclusive jurisdiction of the federal and state courts in Wilmington, Delaware, United States of America, for purposes of any legal action arising out of or related to the use of the App or these Terms of Use.

23.    Miscellaneous Terms and Conditions

Except for the Agreed Percentage, Roqa may change the terms, obligations or benefits of participation in the Program, and/or change the Process, at any time and for any reason, and may do so for a portion of, or for the entirety of the Program Terms. Such change to or termination of the Program or Service may be done with or without notice to you. Roqa will make all final determinations regarding any disputes that arise pertaining to the use of the Service and/or the Program.

Roqa reserves the sole right to suspend and/or terminate your use of the Service and/or the Program, and such suspension and/or termination will not give rise to any relief, in law or equity, for you or to you. Such suspension and/or termination can arise for any reason, but includes by way of example only that (a) Roqa wishes to suspend its operation of the Service and/or the Program in either its entirety or just for a given Member Restaurant or Consumer; and/or (b) in Roqa’s sole determination you are misusing the Service and/or the Program. Should Roqa offer or promote benefits pertaining to a partner operation, Roqa will not be responsible for either that partner’s operation of its service, or that partner’s participation in the Service and/or Program. You are solely responsible for any tax liability that may arise or be related to your participation in the Service and/or Program.

24.    General

These Terms of Use constitute the entire agreement between Roqa and you and all other interested parties, and supersedes all other agreements, statements, and other arrangements between the parties in relation to the subject matter hereof. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction, to be invalid, void, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. Each party acknowledges that it has not relied on or been induced to enter these Terms of Use by a representation other than those expressly set out in these Terms of Use. Roqa and you do not intend to confer, and these Terms of Use will not be construed as conferring, any right, remedy, obligation or liability of any kind on any person other than Roqa, you, and their successors and assigns. No modification, alteration or waiver of any of the provisions of these Terms of Use will be effective unless in writing and signed on behalf of each of the Parties.  No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Roqa’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.