Terms and Conditions - Business

Last modified: April 2021

Thank you for your interest in the Turno application for your mobile device (the "App”, “Turno app” or “Turno application”) provided to you by Appadia Inc. ("Appadia", “Turno”, "us" or "we"), and our web site at restoturno.com (the "Site"), as well as all related web sites, networks, and downloadable software provided by us and on which a link to these Terms of Service is displayed (collectively, together with the App and Site, our "Platform"). These Terms of Service (these "Terms"), including the Privacy Policy incorporated into these Terms by reference and any other applicable policies and guidelines, as may be updated from time to time, govern your use of the Platform. These Terms constitute a legal agreement between you and Appadia. In order to use the Platform you must agree to these Terms.

All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that entity to these Terms, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to that entity.

This Terms of Service tells you as a “Partner Establishment” the terms which apply when your customer or a direct user of any products (“Order”) or services (“Table reservation” or “Waiting list”) that you offer or provide directly in your establishment, website or telephone. These products (“Order”) are to be collected or services (“Table reservation” or “Waiting list”) to be used by your customer from/in your establishment.

Please read these Terms carefully before using Turno application. If you have any questions relating to these Terms please contact support@www.restoturno.com before you use this app. Your legal rights are not affected by these Terms, which apply in addition to them and do not replace them.

BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE PLATFORM, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MAY NOT USE THE PLATFORM.

2. Purpose

Our objective is to link you to your customers or users and allow them to receive a notification when their Order or Table reservation that they placed in your establishment is available. Turno acts as an agent on behalf of you as a Partner Establishment from where your customer orders or where your customer creates their Table reservation, to notify them via Turno Application when the Order or Table reservation is available. Once they have placed an Order or made Table reservation you will be required to scan the individual QR-code of the customers Turno application. You synchronize the Order or Table Reservation with this QR-code, so that once it is available the Turno application will notify the customer.

3. Your Account and Dashboard

You have to register as a Partner Establishment prior to the use of the application. You can complete the registration in Turno website or directly in the app. For that we will require your full name, phone number, establishment/business name, email address and a payment card.

You may close your account at any time by requesting to do so via email to support@www.restoturno.com.

As a Partner Establishment you will have access to Turno Business Dashboard which is a website with the same functionality as the app. However, you still need to use the Turno app to scan customers QR-code.

4. Turno Business Plans

In order to use Turno application as a Partner Establishment you have to select a business plan when creating your account (section 3). The plans are billed monthly and the prices can be changed at any time. The prices of the Turno Business Plans will be updated in the Turno website or directly in the Dashboard. Please check the current prices here.

You may cancel or downgrade your Turno Business Plan at any time, but the amount charged from your payment card is non-refundable. When you cancel your Business Pro or Business Plus plan, the subscription will automatically downgrade to Business Free plan.

4.1. Business Free

Business Free is a Turno Business plan that includes 1 establishment, unlimited orders, unlimited booking tables, unlimited employee accounts, 1 advertisement in the app (“PAD”) and basic reporting. The quantities are per month and they may not be saved for the next billing period.

With the Business Free plan you are allowed to have one advertisement in the app (“PAD”) per month. You are fully responsible for the full content, image copyrights, errors, illegal or misleading information that the PAD may contain. Turno will not be responsible or liable for any loss or damage arising directly or indirectly from the content of these advertisements.

With the Business Free plan you will have access to basic reports about the notified Orders or Table reservations. You can access these basic reports directly from the Turno Business Dashboard.

4.2. Business Pro

Business Pro is a Turno Business plan that includes 3 establishments, unlimited orders, unlimited booking tables, unlimited employee accounts, 5 advertisements in the app (“PAD”) and advanced reporting. The quantities are per month and they may not be saved for the next billing period.

With the Business Pro plan you are allowed to have five advertisements in the app (“PAD”) per month. You are fully responsible for the full content, image copyrights, errors, illegal or misleading information that the PAD may contain. Turno will not be responsible or liable for any loss or damage arising directly or indirectly from the content of these advertisements.

With the Business Pro plan you will have access to advanced reports about the notified Orders or Table reservations. You can access these advanced reports directly from the Turno Business Dashboard.

4.3. Business Plus

Business Plus is a Turno Business plan that includes 5 establishments, unlimited orders, unlimited booking tables, unlimited employee accounts, 10 advertisements in the app (“PAD”) and advanced reporting. The quantities are per month and they may not be saved for the next billing period.

With the Business Plus plan you are allowed to have ten advertisements in the app (“PAD”) per month. You are fully responsible for the full content, image copyrights, errors, illegal or misleading information that the PAD may contain. Turno will not be responsible or liable for any loss or damage arising directly or indirectly from the content of these advertisements.

With the Business Plus plan you will have access to advanced reports about the notified Orders or Table reservations. You can access these advanced reports directly from the Turno Business Dashboard.

5. Order

The contract for the supply of any product or service (“Order”) is between you as a Partner Establishment and your customer. Once you scan the QR-code on your Turno application you will receive a confirmation as a Push notification and/or as a Status change in your Turno app. You are responsible for paying for all placed Orders directly to the Partner Establishment, even if you have ordered the product or service for someone else. Some Partner Establishments operate with a minimum order value policy, please contact the Partner Establishment prior to ordering to review their policy. Partner Establishments may use nuts or other allergens in the preparation of certain Orders, please contact the Partner Establishment prior to ordering if you have an allergy. Turno cannot guarantee that any of the products sold by our Partner Establishments are free of allergens.

6. Table Reservation or Waiting List

The contract for the supply of any service (“Table reservation” or “Waiting list”) you have asked is between you and the Partner Establishment. Once the Partner Establishment scans the QR-code on your Turno application you will receive a confirmation as a Push notification and/or as a Status change in your Turno app. You are responsible for paying for all placed Table reservations directly to the Partner Establishment, even if you have ordered the service for someone else. Please observe that the Partner Establishment may have their own courtesy policy with the services they provide. You have to be aware and follow the established courtesy policy in the corresponding Partner Establishment before using the Turno app.

7. Age Restricted Products or Services

Age restricted products or services (including, without limitation, alcohol, tobacco and cigarettes) can only be sold to persons aged 21 or over. By using the app for an age restricted product or establishment, you confirm that you fulfill the age restriction requirements to sell or offer the goods or services with age restrictions. Turno will not be responsible for any criminal charges, administrative sanctions or other losses or damages you suffer if you sell age restricted products or services without fulfilling the legal requirements.

9. Prices, Payment and Offers

You set the prices of the products or services that you offer to your customers. Also the Payments are completed entirely between you and the customer. Therefore, Turno does not take any responsibility when it comes to pricing the products or services offered or their Payment. This includes the Offers that you can place in the Turno application as “PADs”. Turno will not be responsible or liable for any loss or damage arising directly or indirectly from the content of these advertisements.

10. Our Responsibility for Loss or Damage That You Suffer

We are not responsible to you for any loss or damage that you suffer when dealing with the customers. The contract you celebrate is entirely between you and the customer, us being only the notifier of the product or service delivery.

Subject to the previous paragraph, we are not responsible for any loss or damage that you suffer as a result of your own breach of these Terms, or as a result of any IT hardware or software failure or a failure in our Application.

12. Other Terms

If either we or you have any right to enforce these Terms against the other, that right will not be lost even if the person who has the right delays enforcing it, or waive their right to enforce it in any instance. If a court or other authority decides that any part of these Terms is illegal or ineffective, the rest of the terms will be unaffected and will remain in force.

We may change these Terms from time to time. If we make any changes which affect your rights in relation to our Service, we will notify you. These Terms are governed by Delaware State law and you can bring legal proceedings in relation to our Service in the Delaware State courts. If you are using our Service is European Union, we are required by EU law to provide this link to the EU’s online dispute resolution portal, however we do not participate in dispute resolution under this process.

13. Arbitration Agreement

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Turno on an individual basis in arbitration as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Turno, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Turno by someone else. For the avoidance of doubt, this precludes you from bringing or participating in any kind of any class, collective, coordinated, consolidated, representative or other kind of group, multi-plaintiff or joint action against Turno.

(a) Agreement to Binding Arbitration Between You and Turno.

Except as expressly provided below in Section 2(b), you and Turno agree that any dispute, claim or controversy in any way arising out of or relating to (i) these Terms and prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof, (ii) your access to or use of the Services at any time, (iii) incidents or accidents resulting in personal injury that you allege occurred in connection with your use of the Services, whether the dispute, claim or controversy occurred or accrued before or after the date you agreed to the Terms, or (iv) your relationship with Turno, will be settled by binding arbitration between you and Turno, and not in a court of law. This Agreement survives after your relationship with Turno ends.

You acknowledge and agree that you and Turno are each waiving the right to a trial by jury or to bring or to participate as a plaintiff or class member in any class, purported class, collective, coordinated, consolidated, or representative proceeding.

This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third-parties, including but not limited to your spouses, heirs, third-party beneficiaries and assigns, where their underlying claims are in relation to your use of the Services. To the extent that any third-party beneficiary to this agreement brings claims against the Parties; those claims shall also be subject to this Arbitration Agreement.

(b) Exceptions to Arbitration

Notwithstanding the foregoing, this Arbitration Agreement shall not require arbitration of the following claims: (i) individual claims brought in small claims court so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; (ii) individual claims of sexual assault or sexual harassment occurring in connection with your use of the Services; and/or (iii) injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

Such claims may be brought and litigated in a court of competent jurisdiction by you on an individual basis only. On an individual basis means that you cannot bring such claims as a class, coordinated, consolidated, collective, or representative action against Turno. For the avoidance of doubt, this precludes you from bringing claims as or participating in any kind of any class, collective, coordinated, consolidated, representative or other kind of group, multi-plaintiff or joint action against Turno and no action brought by you may be consolidated or joined in any fashion with any other proceeding. Where your claims are brought and litigated to completion on such an individual basis in a court of competent jurisdiction, Turno agrees to honor your election.

The parties’ agreement not to require arbitration in these limited instances does not waive the enforceability of this Arbitration Agreement as to any other provision (including, but not limited to, the waivers provided for in Section 2(a), which will continue to apply in court as well as in arbitration), or the enforceability of this Agreement as to any other controversy, claim or dispute.

(c) Rules and Governing Law.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

The parties agree that the arbitrator ("Arbitrator"), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are applicable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. If there is a dispute about whether this Arbitration Agreement can be enforced or applies to a dispute, you and Turno agree that the arbitrator will decide that issue.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties to be bound by the provisions of the FAA for all purposes, including, but not limited to, interpretation, implementation, enforcement, and administration of this Arbitration Agreement, and that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue regarding the interpretation or enforcement of this Arbitration Agreement, then that issue shall be resolved under the laws of the state where you reside when you accept these Terms.

Any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting in personal injury (including but not limited to sexual assault or harassment claims) that you allege occurred in connection with your use of the Services, whether before or after the date you agreed to the Terms, shall be governed by and construed in accordance with the laws of the state in which the incident or accident occurred.

(d) Process.

Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Turno each agree to notify the other party in writing of any dispute and to attempt to negotiate an informal resolution. Notice of the dispute must include the party’s name, preferred contact information, a brief description of the dispute, and the relief sought. Notice to Turno must be sent to Appadia Inc, Attn: Turno Application 100 Mill Pond Plantation Way, Warner Robins GA 31088. Neither party shall initiate arbitration until 30 days after the notice is sent. Engaging in this pre-arbitration dispute resolution and notification process is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal resolution process required by this paragraph.

Initiating Arbitration. In order to initiate arbitration, a party must provide the other party with a written Demand for Arbitration and file the Demand with AAA as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). A party initiating an arbitration against Turno must send the written Demand for Arbitration to Appadia Inc, Attn: Turno Application 100 Mill Pond Plantation Way, Warner Robins GA 31088. The Arbitrator will be either (1) a retired judge or (2) an attorney licensed to practice law in the state where the arbitration is conducted. The Arbitrator will be selected by the parties from the AAA's National Roster of Arbitrators. If the parties are unable to agree upon an Arbitrator after a good faith meet and confer effort, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

(e) Location and Procedure.

Unless you and Turno otherwise agree, the arbitration will be conducted in the state of Delaware.

(f) Arbitrator's Decision.

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you may seek an award of attorneys' fees and expenses to the extent permitted under applicable law. Turno will not seek, and hereby waives all rights Turno may have under applicable law to recover attorneys' fees and expenses if Turno prevails in arbitration.

(g) Fees.

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

(h) Severability and Survival.

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction (section 12) and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

Turno