TERMS OF USE | PRIVACY POLICY | DATA PROCESSING ADDENDUM (DPA)
TERMS OF USE
Last update: 02/19/2026
I. INTRODUCTION
We are ToBeOut, Corp.
Address: 1111B S Governors Ave STE 39626 Dover, DE 19904, United States
Tel: +1 251 277 7754
E-mail: info@tobeout.com
ToBeOut, Corp. is the owner of the website https://tobeout.com and the ToBeOut service - a booking service for establishments that facilitates accepting reservations, managing seating, managing guest databases, and sending various types of messages to guests 24/7 (collectively, the "Services"). In these Terms, we refer to ourselves as "ToBeOut," "we," "us," or "our". Users of our Services ("you," "your," or "Establishments") are companies represented by their authorized representatives or individual entrepreneurs who own or represent establishments using the booking services for their Guests.
This website is maintained as a service for ToBeOut customers. By using this website and our related services, such as the ToBeOut service, you agree to comply with these Terms of Use ("Terms"). A description of the service (ToBeOut service) is available at https://tobeout.com/. Please read these Terms carefully. If you do not agree to these Terms, you should not use the Services. You should review these Terms regularly, as they may change at any time at the discretion of ToBeOut. Any such changes become effective immediately upon posting on the website. You may review the latest version of these Terms at any time at https://tobeout.com/business/terms. Each use of the Services by you shall be deemed your unconditional acceptance of these Terms.
II. ACCEPTANCE OF TERMS. ACCESS. ELECTRONIC COMMUNICATIONS
2.1. Agreement to Terms.
By accessing and using the Services, you agree to the Terms and agree to be bound by these Terms and all documents referenced herein. If we decide to change these Terms, we will post those changes at https://tobeout.com/business/terms so that you can always understand the terms and conditions applying to your use of the Services. Your use of the Services after changes have been made to these Terms will constitute your consent to and acceptance of the revised terms.
2.2. Please Note! Age Restriction.
The website and other ToBeOut services are intended for persons over 18 years of age. You confirm that you are over 18 years old and are competent to enter into the conditions, obligations, representations, and warranties set forth in these Terms, and to comply with these Terms. If you are under 18 years old, do not use our Services. You also guarantee that the use of our booking tools for your guests is permitted only for persons who have reached the age of majority (18+ or other age of majority in the guest's jurisdiction). You are solely responsible for verifying the age of your guests and complying with legislation when selling alcoholic products or other age-restricted goods through a booking.
2.3. Accurate Information.
By creating and using your account on our Services, you agree:
(i) to provide true, accurate, current, and complete information about yourself in any registration form required by the Services; and
(ii) to maintain and promptly update registration data to keep it true, accurate, current, and complete. If you provide incorrect, inaccurate, outdated, or incomplete information, or if we have reasonable grounds to suspect that such information is incorrect, inaccurate, outdated, or incomplete, we have the right to suspend or close your account and refuse any current or future use of your account.
2.4. Privacy.
Personal data that you provide about yourself will be processed in accordance with the ToBeOut Privacy Policy, the current version of which can be found at: https://tobeout.com/privacy.
2.5. Territory and Restrictions.
The Service is available for use worldwide, with the exception of the following restrictions:
(a) Restricted Territories (Business Policy). We have decided not to provide the Service and not to enter into agreements with persons and companies from the following countries and territories: Afghanistan, Yemen, Somalia, Venezuela, Iraq, Cuba, Iran, Syria, South Sudan, North Korea, Abkhazia, South Ossetia, Kosovo, Somaliland, Western Sahara, Central African Republic, Democratic Republic of the Congo, Ethiopia, Mali, Nicaragua, Eritrea, Palestine, Transnistria, Northern Cyprus, Russia (including disputed territories), Belarus, Ukraine. This list may be changed by us unilaterally at any time (we also follow prohibitions imposed by the U.S. government).
(b) Sanctioned Territories (Compliance). In the exercise of due diligence, we do not provide the Service to companies and individuals included in the lists of prohibited persons established by the U.S. government (SDN List). You guarantee that you are not included in any SDN Lists of the U.S. government.
2.6. Access to the Services requires an Internet connection.
Access to the ToBeOut service is provided for the period specified in your chosen tariff plan or order form and is renewed with each subsequent subscription payment.
2.7. To access the ToBeOut service, the user must create an Account (register).
(a) Account Owner and Administrator. You are the Account Owner. The individual you have authorized to register and interact with the ToBeOut service is the Administrator.
(b) Change of Administrator. A change of Administrator is performed directly by you as the Owner, or by us upon a reasonable request from the Owner, even if this contradicts the wishes of the previous Administrator.
2.8. Electronic Communications. Upon registration, a primary email address must be provided, which will be used to receive electronic communications. Such exchange of messages will be considered an electronic communication and may be used by us to provide you with notices in accordance with these Terms, as required by applicable law (if permitted), or generally regarding your account on our Services. We will NEVER send you emails asking for sensitive information such as account numbers, usernames, or passwords, and you should NEVER respond to emails requesting such information. If you receive such an email purportedly from us, do not reply and notify us by forwarding the email to info@tobeout.com. By registering, you agree to receive any disclosures, documents (e.g., invoices), or notices required by applicable law electronically at the email address specified in your account profile. You also agree that we may respond to any message you send us via electronic communication, regardless of whether your original message was electronic. Any electronic communication we send you will be deemed received within one (1) calendar day from the date such messages are sent from our computer servers to your specified email address.
III. USE AND CONTENT OF SERVICES
3.1. You agree to use the Services and related services in accordance with the law governing these Terms and all applicable laws, including the local laws of the country or region in which you reside or in which you access or use the Services.
3.2. You must not (and must not allow third parties to):
(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the programs included in the Services;
(b) use the Services to create a competitive product or service;
(c) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit the Services; or
(d) use the Services in violation of any applicable law, including OFAC sanctions.
3.3. You agree not to use the Services to store or transmit malicious code, not to interfere with the integrity or operation of the Services, and not to attempt to gain unauthorized access to the Services or related systems.
3.4. You must not (and must not allow others to) rent, lend, sell, distribute, or sub-license the Services.
3.5. You confirm that you will not have any claims against us, including those of a proprietary nature, regarding the actions of your representatives, and you guarantee that they are endowed with all powers to use the Services and are entitled to add, change, or delete content and act in your interests and in the interests of the establishment.
3.6. We have the right to unilaterally change:
• functionality, interfaces, design, integrations, and technical parameters of the Services;
• terms of use of the Services and tariff plans;
• privacy policy;
• these Terms, as well as any legally significant document related to these Terms.
3.7. Changes take effect from the moment of publication on the website: https://tobeout.com/business/terms. You are responsible for independently monitoring changes to the terms of use of the Services. Your continued use of the Services is considered consent to the updated terms.
3.8. If you do not agree with the changes to the Services themselves or the changes to the terms of use of the Services, you must stop using the Services, including by canceling your subscription and/or deleting your personal account.
3.9. In the event that new functionality is added to the Services, additional terms of use for such functionality will be published on the website https://tobeout.com.
3.10. Website. Subject to compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use our website. The website functionality allows you to learn about our IT products, choose a Tariff Plan, make a subscription payment, create an account, and perform other actions available on the website: https://tobeout.com.
3.11. ToBeOut Service. Subject to compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the ToBeOut service for your internal business operations during the subscription term, which includes these Terms, any applicable Order Form, and the ToBeOut Data Processing Addendum (DPA), where applicable.. The provided functionality of the ToBeOut service (Services) includes:
• Online Booking Widget — for placement on the establishment's website via iFrame or a dedicated link, with the right to use a third-level domain.
• Third-Level Domain (Sublicense). We provide you with the opportunity to choose a unique third-level domain name (slug) in the format yourname.tobeout.com to host the booking form. (a) Name Selection and Warranties. You independently choose the prefix (slug) and guarantee that the name you choose does not violate the trademark rights of third parties, is not offensive, and does not mislead users. You are solely responsible for any claims related to the use of your chosen subdomain name. (b) Ownership. The tobeout.com domain and all its subdomains remain the exclusive property of ToBeOut. You receive only a limited, revocable right of use (administration) of a specific address for the duration of the subscription (analogous to a "sub-lease"). (c) Management. We reserve the right at any time to withdraw or change your chosen subdomain for legal reasons (complaints from rightsholders) or technical reasons, as well as to block access to it in case of violation of terms or non-payment.
• Business Dashboard — a customizable virtual workspace in the ToBeOut service providing tools for managing bookings, guest databases, and content. New functional capabilities, paid modules (Add-ons), and offers to purchase services from our partners may be added to the Dashboard interface. Activation of such services is at your discretion.
• Integration with Telegram Bot. You independently register a bot in Telegram and provide us with its API key (Token) for technical linking with the Service. (a) Platform Responsibility. We use the provided API key exclusively for message automation and are not responsible for the operability of the Telegram platform, possible technical failures on their side, changes to their API policies, or blocking of your bot by Telegram administration. (b) Key Security. You bear full responsibility for the confidentiality of your API key. We are not liable for any damage resulting from the API key becoming known to third parties through your fault or as a result of a compromise of your systems.
• ToBeOut API, Brand, and Design — we grant you the right to use our registered or unregistered trademarks (logos), design elements, and widgets. All the aforementioned may only be used in their original form. Removing or hiding the ToBeOut logo is prohibited.
• Integration with various communication tools (messengers) on the Internet (Telegram/Email/SMS/WhatsApp) for sending text messages. Messengers and Compliance. When using integrations with WhatsApp Business API, Telegram, and other platforms, you undertake to comply with their terms of use (including WhatsApp Business Messaging Policy). You guarantee that you have received explicit consent (Opt-in) from guests to receive messages. You are solely responsible for the content of messages, their "tone," and any fines imposed by messengers or regulators (including TCPA in the US and GDPR in the EU) for spam or unsolicited communications.
• Lack of POS Integration (Standalone Mode). You acknowledge that the Service operates autonomously and, at the time of entering into this Agreement, does not have automatic two-way integration with your point-of-sale (POS) system. You are solely responsible for the manual synchronization of booking data and table statuses between the ToBeOut Service and your POS system. We are not responsible for overbooking (double booking) or seating conflicts arising from the lack of synchronization.
3.11A. Guest Marketing by ToBeOut (separate consent required).
Customer acknowledges that ToBeOut may offer Guests the option to receive marketing communications from ToBeOut (including offers, product updates, and partner venue recommendations) through booking widgets or related interfaces.
ToBeOut will send such marketing communications only where:
(a) the Guest has provided a separate, explicit opt-in to receive marketing from ToBeOut (separate from any consent for the Venue), and
(b) such communications are permitted under Applicable Data Protection Law and applicable marketing communications laws (including, where applicable, GDPR/ePrivacy, UK GDPR/PECR, Swiss FADP, TCPA, and similar laws).
Customer is responsible for enabling and correctly configuring consent options made available in the Services, and for not modifying or suppressing required disclosures and consent language.
Where ToBeOut sends marketing communications to Guests as an independent controller, ToBeOut will rely on the legal basis required by applicable law (which may include consent and, where permitted, legitimate interests), and will honor opt-out/withdrawal requests. ToBeOut will maintain records of consent and suppression/unsubscribe requests to the extent required by applicable law.
3.12. Official Social Media Pages. We may maintain official pages, channels, and communities on social media (e.g., LinkedIn, Facebook, Instagram, Telegram, etc.) to provide information about Service news and interact with users ("Social Media"). (a) Third-Party Platforms. You acknowledge that Social Media are third-party platforms that we do not control. Your use of these platforms is governed by their own terms of use and privacy policies. (b) Moderation. When interacting with our pages on Social Media (comments, posts, private messages), you undertake to observe business ethics. We reserve the right, at our discretion and without notice, to remove any comments or content we deem to be spam, offensive, defamatory, or violating the rights of third parties, and to block users who violate these rules. (c) Disclaimer. We are not responsible for content posted by other users on our pages and do not guarantee the confidentiality of information you post in open comments.
3.13. Artificial Intelligence (AI) Functions. The Service may include functions based on artificial intelligence (AI agent).
(a) Accuracy. Artificial intelligence may make mistakes ("hallucinations") and provide inaccurate information. You are obliged to independently verify any information generated by AI before using it or sending it to a guest.
(b) Responsibility. We provide AI functionality "as is" and categorically disclaim responsibility for any actions taken based on AI responses, including errors in the menu, composition of dishes (allergens), or booking times. You undertake not to hide system notifications and widget disclaimers warning Guests about the nature of the AI agent.
(c) Setup. You are responsible for setting the "tone" (Tone of Voice) and instructions for the bot. We are not liable for rudeness or incorrect behavior of the bot caused by your settings or the context of the dialogue.
IV. TARIFFS AND PAYMENT
4.1. Access to services associated with the website is provided according to the chosen Tariff Plan or individual order form. You can learn about Tariff Plans at: https://tobeout.com.
4.2. You pay all fees specified in the chosen Tariff Plan or relevant order form. Unless otherwise specified in these Terms:
(a) fees are based on purchased service subscriptions, not on actual use;
(b) payment obligations are non-cancelable, and fees paid are non-refundable; and
(c) the volume of purchased services cannot be reduced during the relevant subscription term. Free access to the Service is possible only upon activation of a valid promo code. In the absence of a promo code, use of the Service is only possible on terms of full prepayment.
4.3. You are obliged to provide valid and current bank card data to the payment service used on our Service. By providing card data, you grant the right to charge it for the service provided, as specified in the Tariff Plan, for the initial subscription term and any renewal terms. Subscriptions will automatically renew at the current Tariff Plan until canceled or until a failed charge. On the payment date, you must have sufficient available funds in your payment account. If there are insufficient funds in your payment account, the invoice payment will not be completed. If invoice payment is not performed due to insufficient funds, we will be forced to suspend access to the service.
4.4. Funds are debited from your account via the payment systems you use. On our part, access to the Stripe service is provided for processing payments. Standard Stripe terms regarding payment processing and personal data processing policy can be found at: https://stripe.com/legal. ToBeOut does not collect, store, or process full credit card numbers. All payment transactions are processed directly through Stripe. You acknowledge that we are not responsible for the security of card data processed by Stripe.
4.5. If any amount due from you is overdue, we may, without limiting our other rights and remedies, suspend your access to the service until such amounts are paid in full.
4.6. We may change the conditions of these Terms, our fees, and billing practices, provided that
(i) any prepaid fees will not be affected by such change and
(ii) in the event of a price increase, you will have thirty (30) days to reject such changes by providing written notice of subscription termination. If you do not provide written notice of termination within this period, you will be deemed to have approved and accepted such changes.
4.7. If we incorrectly debit your payment account, we are responsible for returning the incorrectly debited funds to your payment account. We are not liable to you or third parties for any other reason related to the payment of invoices.
4.8. Chargebacks. If you initiate a chargeback procedure for a transaction that we consider valid according to these Terms, we have the right to immediately block your account. You agree to reimburse us for any costs incurred in connection with contesting the chargeback, including processing system fines. Account restoration is only possible after repayment of the debt and compensation for costs.
V. TERM AND TERMINATION
5.1. The term of these Terms begins from the moment you use the website or a service associated with the website and remains in effect until the expiration of the term or until you terminate your use of the Services. Any termination of the use of the Services, whether initiated by you or us, will not affect your or our rights and obligations under these Terms that arose prior to the effective date of such termination.
5.2. The subscription term is 1 (one) month and will begin on the day
(a) following the date of payment or
(b) the date specified in the order form. Thereafter, the subscription term will automatically renew for successive periods of one (1) month, unless one party notifies the other in writing of the intention not to renew at least one (1) day before the end of the current term (a "Non-renewal Notice").
5.3. You may terminate your subscription at any time through the Business Dashboard interface or by writing to us at the address provided at the end of these Terms. Such termination becomes effective immediately, provided that you will not be entitled to any refund of funds paid for the current subscription period. In case of subscription termination (at your initiative or due to non-payment), we provide you with limited access to functionality in "Read-only" mode, but with the possibility of exporting your data (guest list) in an available machine-readable format (CSV/XLS), within 30 (thirty) calendar days from the moment of blocking. After this period, access to the data will be closed.
5.4. Either party may terminate these Terms upon a material breach by the other party that remains uncured for thirty (30) days after the breaching party receives written notice of such breach. We may also terminate these Terms upon shorter written notice if, in our reasonable opinion, your actions create an immediate and significant risk to us.
5.5. Suspension and Termination by ToBeOut.
We may suspend or terminate your access to the Services: (a) for non-payment; (b) for material breach of these Terms; (c) where your use creates a security, legal, or operational risk to ToBeOut, other customers, or third parties; or (d) where required by law.
Where reasonably practicable, we will provide prior notice and an opportunity to cure. We may act without prior notice where immediate action is necessary due to security, fraud, abuse, or legal compliance reasons.
5.6. Data Storage for Inactive Accounts. If your account remains inactive and unpaid for 1 (one) year, we reserve the right to permanently delete all your data, including booking history and Guest database (the retention period for Guest data is determined by the establishment's privacy policy in accordance with legal requirements), without the possibility of recovery, for the purpose of optimizing server capacities.
VI. DISCLAIMER OF WARRANTIES
6.1. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND THEIR CONTENT ARE PROVIDED FOR YOUR USE ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. WE WILL USE ALL COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE CONSTANT AVAILABILITY OF THE SERVICES.
6.2. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.
6.3. Notwithstanding the foregoing, we will make commercially reasonable efforts to ensure Service availability (Uptime) at a level of 99.9% during the month. In the event of a violation of this level, the sole compensation may be bonus days of Service use, credited upon your request. We do not provide monetary refunds for downtime.
VII. LIMITATION OF LIABILITY
7.1. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.
7.2. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT WE WOULD NOT BE ABLE TO OFFER YOU THE SERVICES ON AN ECONOMICALLY VIABLE BASIS WITHOUT THESE LIMITATIONS.
7.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOBEOUT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES, THE AGREEMENT, OR THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO TOBEOUT FOR THE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
If the claim arises before six (6) months of paid use, the cap is the total amount paid or payable during the actual paid period.
7.3A. Exclusions.
Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law, including liability for fraud, fraudulent misrepresentation, willful misconduct, or any other liability that cannot be excluded or limited under applicable law.
7.4. We are not responsible for any losses caused by the unauthorized use of your registration data by third parties. You bear full and sole responsibility for the security and confidentiality of all your passwords, keys, 2FA codes, and other "Client Security Codes." All actions performed using your identifying data are deemed to have been performed by you.
7.5. You agree to defend, indemnify, and hold harmless ToBeOut, its owners, members, managers, directors, officers, employees, and agents from any claims, demands, suits, proceedings, liabilities, judgments, losses, and expenses (including, without limitation, reasonable attorneys' fees) assessed or incurred by ToBeOut directly or indirectly in relation to or arising out of: (i) your non-compliance with these Terms; (ii) violation of your obligations under these Terms; (iii) your use of the rights granted herein, including, without limitation, any claims made by third parties; (iv) any third-party claims in connection with their experience, problems, or issues with your establishment and services; and/or (v) violation of any third-party rights, including, without limitation, any copyrights, property, or privacy rights related to the establishment's guests.
7.6. We do not guarantee that the Online Booking Widget complies with ADA, EDA, or WCAG standards. You are solely responsible for ensuring the accessibility of your website and the tools hosted on it for all categories of users.
VIII. OWNERSHIP RIGHTS. INTELLECTUAL PROPERTY RIGHTS.
8.1. The Services and all rights, titles, and interests in the Services (including any intellectual property rights) are and remain the exclusive property of ToBeOut. Use of the Services does not imply the transfer of code, IP rights, or ownership rights. No ownership rights are transferred to you under these Terms.
8.2. The algorithms for the operation of the programs and their source codes (including parts thereof) that make up the Services are our commercial secret. Any of your actions regarding the Services not named in these Terms are recognized by the Parties as illegal and viewed as a violation of our rights, which is sufficient ground for terminating the license and issuing a demand aimed at protecting the violated right.
8.3. The trademarks, service marks, and logos used and displayed on the Services are registered and unregistered trademarks of ToBeOut. We are the copyright holder or authorized licensee for all text and all graphics contained in the Services (with the exception of the third-level domains yourname.tobeout.com provided for establishments and for your data/content). All ToBeOut trademarks and service marks that may be mentioned in the Services belong to ToBeOut. Trademarks and service marks of other parties that may be referenced in the Services belong to their respective owners. Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any ToBeOut trademarks without our prior written permission. We grant you the right to use our registered or unregistered trademarks (logos), design elements, and widgets when using the Services. All of the aforementioned may only be used in their original form. Removing or hiding the ToBeOut logo on the Services provided to you is prohibited.
8.4. Aggregated and De-identified Data; AI Improvement.
Notwithstanding any provisions to the contrary, ToBeOut may collect and analyze information concerning the provision, use, and performance of the Services and may create Aggregated and De-identified Data from Customer Data and Guest interactions, provided that such data does not identify, and cannot reasonably be used to identify, any individual, Customer, or Customer’s establishment.
ToBeOut may use such Aggregated and De-identified Data for analytics, diagnostics, service improvement, security, and AI/ML model improvement.
ToBeOut will not use identifiable Customer Data or identifiable Guest data for targeted advertising or for training or fine-tuning general-purpose AI models unless Customer expressly opts in in writing and, where required by Applicable Data Protection Law, the relevant Data Subject has provided valid consent.
For clarity: Customer Data processed by ToBeOut on Customer’s behalf remains subject to the DPA. In case of conflict between this Section and the DPA, the DPA prevails.
Aggregated and De-identified Data means data related to use of the Services that has been aggregated and/or de-identified so that it no longer identifies and cannot reasonably be linked to an identifiable person or a specific Customer.
8.5. You grant us the right to use your company's name and logo (trademark) as a reference for marketing or promotional purposes on our website, in social media, and in other public or private communications with our existing or potential customers. You represent and warrant that you possess all necessary rights and powers to grant us such a license (such rights) to use registered and unregistered trademarks. You have the right to revoke this permission by sending an official request to support@tobeout.com. We will remove the logo from the website within a reasonable time (not more than 10 business days).
8.6. You retain all rights, titles, and interests in your data (content). Your data means any data, information, or materials provided or uploaded by you or your guests to our Services. Your content posted on the Services is your property, and you are responsible for its content and accuracy. We are a technical intermediary regarding the communication of your content to third parties. You grant us a worldwide, limited license to access, use, process, copy, distribute, perform, export, and display your data only as reasonably necessary (a) to provide, support, and improve the Services; (b) to prevent or resolve service, security, or technical support issues; or (c) as expressly permitted by you in writing. Rights to AI-generated content (Output) in the process of your use of the Service belong to you, subject to full payment of the subscription. In doing so, you grant us a license to use this Output for the purposes specified in clause 8.4 of the Terms.
8.7. If you provide us with any feedback, suggestions, or comments regarding the Services ("feedback"), you hereby transfer (assign) to us all rights, titles, and interests in such feedback. We have the right to use such feedback for any purpose without any compensation or obligation to you. We welcome the posting of comments, information, or feedback through our website. By submitting information through our website, you agree that the information provided is subject to our Privacy Policy (cl. 2.4).
8.8. We respect the intellectual property rights of others. Our policy provides for responding to any claims that content posted on the Services violates copyrights. If you are a rightsholder and believe your work has been copied in a way that constitutes copyright infringement through the Service, you should send a notice to the address of our designated copyright agent: copyright@tobeout.com (DMCA Agent). The notice must comply with the requirements of the Digital Millennium Copyright Act (DMCA).
8.9. We may provide hyperlinks to other websites maintained by third parties or third-party content on the Services. LINKS TO THIRD-PARTY WEBSITES ARE PROVIDED SOLELY FOR YOUR CONVENIENCE AND INFORMATION. CONTENT ON ANY LINKED WEBSITE IS NOT UNDER OUR CONTROL, AND WE ARE NOT RESPONSIBLE FOR THE CONTENT OF LINKED WEBSITES, INCLUDING ANY ADDITIONAL LINKS ON THIRD-PARTY WEBSITES. IF YOU DECIDE TO ACCESS ANY THIRD-PARTY WEBSITES LINKED TO THE SERVICES, YOU DO SO ENTIRELY AT YOUR OWN RISK.
IX. GOVERNING LAW. ARBITRATION
9.1. Governing Law. These Terms for all purposes will be governed by and construed in accordance with the laws of the State of Delaware (USA) without reference to rules governing the choice of law. Any disputes are subject to resolution exclusively in the manner provided by Section 9.2 (Arbitration), except where the Company is entitled to apply to a court of competent jurisdiction (in the State of Delaware) for injunctive relief to protect its intellectual property rights or confidential information prior to an arbitration award.
9.2. The parties unconditionally agree that any dispute will be resolved by binding and confidential arbitration, conducted in the English language in Wilmington, Delaware (USA), before a single commercial arbitrator under the commercial arbitration rules.
9.3. Class Action Waiver. ANY CLAIMS FILED BY EITHER PARTY MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON, MAY NOT OTHERWISE CONDUCT ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT PROVIDE RELIEF ON A CLASS-WIDE BASIS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT ANY DISPUTE SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
9.4. We retain the right to protect our intellectual property rights in any jurisdiction in which a violation occurs or was attempted, in accordance with the laws of such jurisdiction.
X. MISCELLANEOUS
10.1. If any provision of these Terms is found to be unenforceable by a court or government authority, the Parties shall enforce the Terms as if the unenforceable provisions were absent.
10.2. The Terms, as well as any rights and licenses granted hereunder, may not be transferred by you but may be transferred by us without restriction, including by operation of law, merger, reincorporation, recapitalization, or the sale of all or substantially all of our assets.
10.3. Heading references herein are provided solely for convenience and should not be considered as limiting or affecting any of the provisions.
10.4. We are not liable to you or other persons for the failure to perform our obligations hereunder if this is due to reasons beyond our control, including, without limitation: strikes, lockouts, or other industrial conditions; civil unrest; fires; Acts of God; acts of a public enemy; compliance with any regulations, orders, or requirements of any government authority or agency; or the inability to obtain necessities on the open market.
10.5. These Terms, as well as the documents referenced in these Terms, constitute the entire agreement between you and us regarding the use of the Services and prevail over all previous communications and previous agreements, written or oral, between you and ToBeOut regarding the Services.
10.6. Controlling Language. These Terms are drafted in English and may be provided in another language for your convenience. In the event of any discrepancies or contradictions between the English version and the version in any other language, the English version shall prevail.
CONTACT US
If you have questions or requests regarding these Terms, or about the operation of ToBeOut and the Services we provide, please contact us by sending an email to info@tobeout.com
We are ToBeOut, Corp.
Address: 1111B S Governors Ave STE 39626 Dover, DE 19904, United States
Tel: +1 251 277 7754
E-mail: info@tobeout.com
ToBeOut, Corp. is the owner of the website https://tobeout.com and the ToBeOut service - a booking service for establishments that facilitates accepting reservations, managing seating, managing guest databases, and sending various types of messages to guests 24/7 (collectively, the "Services"). In these Terms, we refer to ourselves as "ToBeOut," "we," "us," or "our". Users of our Services ("you," "your," or "Establishments") are companies represented by their authorized representatives or individual entrepreneurs who own or represent establishments using the booking services for their Guests.
This website is maintained as a service for ToBeOut customers. By using this website and our related services, such as the ToBeOut service, you agree to comply with these Terms of Use ("Terms"). A description of the service (ToBeOut service) is available at https://tobeout.com/. Please read these Terms carefully. If you do not agree to these Terms, you should not use the Services. You should review these Terms regularly, as they may change at any time at the discretion of ToBeOut. Any such changes become effective immediately upon posting on the website. You may review the latest version of these Terms at any time at https://tobeout.com/business/terms. Each use of the Services by you shall be deemed your unconditional acceptance of these Terms.
II. ACCEPTANCE OF TERMS. ACCESS. ELECTRONIC COMMUNICATIONS
2.1. Agreement to Terms.
By accessing and using the Services, you agree to the Terms and agree to be bound by these Terms and all documents referenced herein. If we decide to change these Terms, we will post those changes at https://tobeout.com/business/terms so that you can always understand the terms and conditions applying to your use of the Services. Your use of the Services after changes have been made to these Terms will constitute your consent to and acceptance of the revised terms.
2.2. Please Note! Age Restriction.
The website and other ToBeOut services are intended for persons over 18 years of age. You confirm that you are over 18 years old and are competent to enter into the conditions, obligations, representations, and warranties set forth in these Terms, and to comply with these Terms. If you are under 18 years old, do not use our Services. You also guarantee that the use of our booking tools for your guests is permitted only for persons who have reached the age of majority (18+ or other age of majority in the guest's jurisdiction). You are solely responsible for verifying the age of your guests and complying with legislation when selling alcoholic products or other age-restricted goods through a booking.
2.3. Accurate Information.
By creating and using your account on our Services, you agree:
(i) to provide true, accurate, current, and complete information about yourself in any registration form required by the Services; and
(ii) to maintain and promptly update registration data to keep it true, accurate, current, and complete. If you provide incorrect, inaccurate, outdated, or incomplete information, or if we have reasonable grounds to suspect that such information is incorrect, inaccurate, outdated, or incomplete, we have the right to suspend or close your account and refuse any current or future use of your account.
2.4. Privacy.
Personal data that you provide about yourself will be processed in accordance with the ToBeOut Privacy Policy, the current version of which can be found at: https://tobeout.com/privacy.
2.5. Territory and Restrictions.
The Service is available for use worldwide, with the exception of the following restrictions:
(a) Restricted Territories (Business Policy). We have decided not to provide the Service and not to enter into agreements with persons and companies from the following countries and territories: Afghanistan, Yemen, Somalia, Venezuela, Iraq, Cuba, Iran, Syria, South Sudan, North Korea, Abkhazia, South Ossetia, Kosovo, Somaliland, Western Sahara, Central African Republic, Democratic Republic of the Congo, Ethiopia, Mali, Nicaragua, Eritrea, Palestine, Transnistria, Northern Cyprus, Russia (including disputed territories), Belarus, Ukraine. This list may be changed by us unilaterally at any time (we also follow prohibitions imposed by the U.S. government).
(b) Sanctioned Territories (Compliance). In the exercise of due diligence, we do not provide the Service to companies and individuals included in the lists of prohibited persons established by the U.S. government (SDN List). You guarantee that you are not included in any SDN Lists of the U.S. government.
2.6. Access to the Services requires an Internet connection.
Access to the ToBeOut service is provided for the period specified in your chosen tariff plan or order form and is renewed with each subsequent subscription payment.
2.7. To access the ToBeOut service, the user must create an Account (register).
(a) Account Owner and Administrator. You are the Account Owner. The individual you have authorized to register and interact with the ToBeOut service is the Administrator.
(b) Change of Administrator. A change of Administrator is performed directly by you as the Owner, or by us upon a reasonable request from the Owner, even if this contradicts the wishes of the previous Administrator.
2.8. Electronic Communications. Upon registration, a primary email address must be provided, which will be used to receive electronic communications. Such exchange of messages will be considered an electronic communication and may be used by us to provide you with notices in accordance with these Terms, as required by applicable law (if permitted), or generally regarding your account on our Services. We will NEVER send you emails asking for sensitive information such as account numbers, usernames, or passwords, and you should NEVER respond to emails requesting such information. If you receive such an email purportedly from us, do not reply and notify us by forwarding the email to info@tobeout.com. By registering, you agree to receive any disclosures, documents (e.g., invoices), or notices required by applicable law electronically at the email address specified in your account profile. You also agree that we may respond to any message you send us via electronic communication, regardless of whether your original message was electronic. Any electronic communication we send you will be deemed received within one (1) calendar day from the date such messages are sent from our computer servers to your specified email address.
III. USE AND CONTENT OF SERVICES
3.1. You agree to use the Services and related services in accordance with the law governing these Terms and all applicable laws, including the local laws of the country or region in which you reside or in which you access or use the Services.
3.2. You must not (and must not allow third parties to):
(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the programs included in the Services;
(b) use the Services to create a competitive product or service;
(c) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit the Services; or
(d) use the Services in violation of any applicable law, including OFAC sanctions.
3.3. You agree not to use the Services to store or transmit malicious code, not to interfere with the integrity or operation of the Services, and not to attempt to gain unauthorized access to the Services or related systems.
3.4. You must not (and must not allow others to) rent, lend, sell, distribute, or sub-license the Services.
3.5. You confirm that you will not have any claims against us, including those of a proprietary nature, regarding the actions of your representatives, and you guarantee that they are endowed with all powers to use the Services and are entitled to add, change, or delete content and act in your interests and in the interests of the establishment.
3.6. We have the right to unilaterally change:
• functionality, interfaces, design, integrations, and technical parameters of the Services;
• terms of use of the Services and tariff plans;
• privacy policy;
• these Terms, as well as any legally significant document related to these Terms.
3.7. Changes take effect from the moment of publication on the website: https://tobeout.com/business/terms. You are responsible for independently monitoring changes to the terms of use of the Services. Your continued use of the Services is considered consent to the updated terms.
3.8. If you do not agree with the changes to the Services themselves or the changes to the terms of use of the Services, you must stop using the Services, including by canceling your subscription and/or deleting your personal account.
3.9. In the event that new functionality is added to the Services, additional terms of use for such functionality will be published on the website https://tobeout.com.
3.10. Website. Subject to compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use our website. The website functionality allows you to learn about our IT products, choose a Tariff Plan, make a subscription payment, create an account, and perform other actions available on the website: https://tobeout.com.
3.11. ToBeOut Service. Subject to compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the ToBeOut service for your internal business operations during the subscription term, which includes these Terms, any applicable Order Form, and the ToBeOut Data Processing Addendum (DPA), where applicable.. The provided functionality of the ToBeOut service (Services) includes:
• Online Booking Widget — for placement on the establishment's website via iFrame or a dedicated link, with the right to use a third-level domain.
• Third-Level Domain (Sublicense). We provide you with the opportunity to choose a unique third-level domain name (slug) in the format yourname.tobeout.com to host the booking form. (a) Name Selection and Warranties. You independently choose the prefix (slug) and guarantee that the name you choose does not violate the trademark rights of third parties, is not offensive, and does not mislead users. You are solely responsible for any claims related to the use of your chosen subdomain name. (b) Ownership. The tobeout.com domain and all its subdomains remain the exclusive property of ToBeOut. You receive only a limited, revocable right of use (administration) of a specific address for the duration of the subscription (analogous to a "sub-lease"). (c) Management. We reserve the right at any time to withdraw or change your chosen subdomain for legal reasons (complaints from rightsholders) or technical reasons, as well as to block access to it in case of violation of terms or non-payment.
• Business Dashboard — a customizable virtual workspace in the ToBeOut service providing tools for managing bookings, guest databases, and content. New functional capabilities, paid modules (Add-ons), and offers to purchase services from our partners may be added to the Dashboard interface. Activation of such services is at your discretion.
• Integration with Telegram Bot. You independently register a bot in Telegram and provide us with its API key (Token) for technical linking with the Service. (a) Platform Responsibility. We use the provided API key exclusively for message automation and are not responsible for the operability of the Telegram platform, possible technical failures on their side, changes to their API policies, or blocking of your bot by Telegram administration. (b) Key Security. You bear full responsibility for the confidentiality of your API key. We are not liable for any damage resulting from the API key becoming known to third parties through your fault or as a result of a compromise of your systems.
• ToBeOut API, Brand, and Design — we grant you the right to use our registered or unregistered trademarks (logos), design elements, and widgets. All the aforementioned may only be used in their original form. Removing or hiding the ToBeOut logo is prohibited.
• Integration with various communication tools (messengers) on the Internet (Telegram/Email/SMS/WhatsApp) for sending text messages. Messengers and Compliance. When using integrations with WhatsApp Business API, Telegram, and other platforms, you undertake to comply with their terms of use (including WhatsApp Business Messaging Policy). You guarantee that you have received explicit consent (Opt-in) from guests to receive messages. You are solely responsible for the content of messages, their "tone," and any fines imposed by messengers or regulators (including TCPA in the US and GDPR in the EU) for spam or unsolicited communications.
• Lack of POS Integration (Standalone Mode). You acknowledge that the Service operates autonomously and, at the time of entering into this Agreement, does not have automatic two-way integration with your point-of-sale (POS) system. You are solely responsible for the manual synchronization of booking data and table statuses between the ToBeOut Service and your POS system. We are not responsible for overbooking (double booking) or seating conflicts arising from the lack of synchronization.
3.11A. Guest Marketing by ToBeOut (separate consent required).
Customer acknowledges that ToBeOut may offer Guests the option to receive marketing communications from ToBeOut (including offers, product updates, and partner venue recommendations) through booking widgets or related interfaces.
ToBeOut will send such marketing communications only where:
(a) the Guest has provided a separate, explicit opt-in to receive marketing from ToBeOut (separate from any consent for the Venue), and
(b) such communications are permitted under Applicable Data Protection Law and applicable marketing communications laws (including, where applicable, GDPR/ePrivacy, UK GDPR/PECR, Swiss FADP, TCPA, and similar laws).
Customer is responsible for enabling and correctly configuring consent options made available in the Services, and for not modifying or suppressing required disclosures and consent language.
Where ToBeOut sends marketing communications to Guests as an independent controller, ToBeOut will rely on the legal basis required by applicable law (which may include consent and, where permitted, legitimate interests), and will honor opt-out/withdrawal requests. ToBeOut will maintain records of consent and suppression/unsubscribe requests to the extent required by applicable law.
3.12. Official Social Media Pages. We may maintain official pages, channels, and communities on social media (e.g., LinkedIn, Facebook, Instagram, Telegram, etc.) to provide information about Service news and interact with users ("Social Media"). (a) Third-Party Platforms. You acknowledge that Social Media are third-party platforms that we do not control. Your use of these platforms is governed by their own terms of use and privacy policies. (b) Moderation. When interacting with our pages on Social Media (comments, posts, private messages), you undertake to observe business ethics. We reserve the right, at our discretion and without notice, to remove any comments or content we deem to be spam, offensive, defamatory, or violating the rights of third parties, and to block users who violate these rules. (c) Disclaimer. We are not responsible for content posted by other users on our pages and do not guarantee the confidentiality of information you post in open comments.
3.13. Artificial Intelligence (AI) Functions. The Service may include functions based on artificial intelligence (AI agent).
(a) Accuracy. Artificial intelligence may make mistakes ("hallucinations") and provide inaccurate information. You are obliged to independently verify any information generated by AI before using it or sending it to a guest.
(b) Responsibility. We provide AI functionality "as is" and categorically disclaim responsibility for any actions taken based on AI responses, including errors in the menu, composition of dishes (allergens), or booking times. You undertake not to hide system notifications and widget disclaimers warning Guests about the nature of the AI agent.
(c) Setup. You are responsible for setting the "tone" (Tone of Voice) and instructions for the bot. We are not liable for rudeness or incorrect behavior of the bot caused by your settings or the context of the dialogue.
IV. TARIFFS AND PAYMENT
4.1. Access to services associated with the website is provided according to the chosen Tariff Plan or individual order form. You can learn about Tariff Plans at: https://tobeout.com.
4.2. You pay all fees specified in the chosen Tariff Plan or relevant order form. Unless otherwise specified in these Terms:
(a) fees are based on purchased service subscriptions, not on actual use;
(b) payment obligations are non-cancelable, and fees paid are non-refundable; and
(c) the volume of purchased services cannot be reduced during the relevant subscription term. Free access to the Service is possible only upon activation of a valid promo code. In the absence of a promo code, use of the Service is only possible on terms of full prepayment.
4.3. You are obliged to provide valid and current bank card data to the payment service used on our Service. By providing card data, you grant the right to charge it for the service provided, as specified in the Tariff Plan, for the initial subscription term and any renewal terms. Subscriptions will automatically renew at the current Tariff Plan until canceled or until a failed charge. On the payment date, you must have sufficient available funds in your payment account. If there are insufficient funds in your payment account, the invoice payment will not be completed. If invoice payment is not performed due to insufficient funds, we will be forced to suspend access to the service.
4.4. Funds are debited from your account via the payment systems you use. On our part, access to the Stripe service is provided for processing payments. Standard Stripe terms regarding payment processing and personal data processing policy can be found at: https://stripe.com/legal. ToBeOut does not collect, store, or process full credit card numbers. All payment transactions are processed directly through Stripe. You acknowledge that we are not responsible for the security of card data processed by Stripe.
4.5. If any amount due from you is overdue, we may, without limiting our other rights and remedies, suspend your access to the service until such amounts are paid in full.
4.6. We may change the conditions of these Terms, our fees, and billing practices, provided that
(i) any prepaid fees will not be affected by such change and
(ii) in the event of a price increase, you will have thirty (30) days to reject such changes by providing written notice of subscription termination. If you do not provide written notice of termination within this period, you will be deemed to have approved and accepted such changes.
4.7. If we incorrectly debit your payment account, we are responsible for returning the incorrectly debited funds to your payment account. We are not liable to you or third parties for any other reason related to the payment of invoices.
4.8. Chargebacks. If you initiate a chargeback procedure for a transaction that we consider valid according to these Terms, we have the right to immediately block your account. You agree to reimburse us for any costs incurred in connection with contesting the chargeback, including processing system fines. Account restoration is only possible after repayment of the debt and compensation for costs.
V. TERM AND TERMINATION
5.1. The term of these Terms begins from the moment you use the website or a service associated with the website and remains in effect until the expiration of the term or until you terminate your use of the Services. Any termination of the use of the Services, whether initiated by you or us, will not affect your or our rights and obligations under these Terms that arose prior to the effective date of such termination.
5.2. The subscription term is 1 (one) month and will begin on the day
(a) following the date of payment or
(b) the date specified in the order form. Thereafter, the subscription term will automatically renew for successive periods of one (1) month, unless one party notifies the other in writing of the intention not to renew at least one (1) day before the end of the current term (a "Non-renewal Notice").
5.3. You may terminate your subscription at any time through the Business Dashboard interface or by writing to us at the address provided at the end of these Terms. Such termination becomes effective immediately, provided that you will not be entitled to any refund of funds paid for the current subscription period. In case of subscription termination (at your initiative or due to non-payment), we provide you with limited access to functionality in "Read-only" mode, but with the possibility of exporting your data (guest list) in an available machine-readable format (CSV/XLS), within 30 (thirty) calendar days from the moment of blocking. After this period, access to the data will be closed.
5.4. Either party may terminate these Terms upon a material breach by the other party that remains uncured for thirty (30) days after the breaching party receives written notice of such breach. We may also terminate these Terms upon shorter written notice if, in our reasonable opinion, your actions create an immediate and significant risk to us.
5.5. Suspension and Termination by ToBeOut.
We may suspend or terminate your access to the Services: (a) for non-payment; (b) for material breach of these Terms; (c) where your use creates a security, legal, or operational risk to ToBeOut, other customers, or third parties; or (d) where required by law.
Where reasonably practicable, we will provide prior notice and an opportunity to cure. We may act without prior notice where immediate action is necessary due to security, fraud, abuse, or legal compliance reasons.
5.6. Data Storage for Inactive Accounts. If your account remains inactive and unpaid for 1 (one) year, we reserve the right to permanently delete all your data, including booking history and Guest database (the retention period for Guest data is determined by the establishment's privacy policy in accordance with legal requirements), without the possibility of recovery, for the purpose of optimizing server capacities.
VI. DISCLAIMER OF WARRANTIES
6.1. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND THEIR CONTENT ARE PROVIDED FOR YOUR USE ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. WE WILL USE ALL COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN THE CONSTANT AVAILABILITY OF THE SERVICES.
6.2. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.
6.3. Notwithstanding the foregoing, we will make commercially reasonable efforts to ensure Service availability (Uptime) at a level of 99.9% during the month. In the event of a violation of this level, the sole compensation may be bonus days of Service use, credited upon your request. We do not provide monetary refunds for downtime.
VII. LIMITATION OF LIABILITY
7.1. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.
7.2. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT WE WOULD NOT BE ABLE TO OFFER YOU THE SERVICES ON AN ECONOMICALLY VIABLE BASIS WITHOUT THESE LIMITATIONS.
7.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOBEOUT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES, THE AGREEMENT, OR THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO TOBEOUT FOR THE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
If the claim arises before six (6) months of paid use, the cap is the total amount paid or payable during the actual paid period.
7.3A. Exclusions.
Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law, including liability for fraud, fraudulent misrepresentation, willful misconduct, or any other liability that cannot be excluded or limited under applicable law.
7.4. We are not responsible for any losses caused by the unauthorized use of your registration data by third parties. You bear full and sole responsibility for the security and confidentiality of all your passwords, keys, 2FA codes, and other "Client Security Codes." All actions performed using your identifying data are deemed to have been performed by you.
7.5. You agree to defend, indemnify, and hold harmless ToBeOut, its owners, members, managers, directors, officers, employees, and agents from any claims, demands, suits, proceedings, liabilities, judgments, losses, and expenses (including, without limitation, reasonable attorneys' fees) assessed or incurred by ToBeOut directly or indirectly in relation to or arising out of: (i) your non-compliance with these Terms; (ii) violation of your obligations under these Terms; (iii) your use of the rights granted herein, including, without limitation, any claims made by third parties; (iv) any third-party claims in connection with their experience, problems, or issues with your establishment and services; and/or (v) violation of any third-party rights, including, without limitation, any copyrights, property, or privacy rights related to the establishment's guests.
7.6. We do not guarantee that the Online Booking Widget complies with ADA, EDA, or WCAG standards. You are solely responsible for ensuring the accessibility of your website and the tools hosted on it for all categories of users.
VIII. OWNERSHIP RIGHTS. INTELLECTUAL PROPERTY RIGHTS.
8.1. The Services and all rights, titles, and interests in the Services (including any intellectual property rights) are and remain the exclusive property of ToBeOut. Use of the Services does not imply the transfer of code, IP rights, or ownership rights. No ownership rights are transferred to you under these Terms.
8.2. The algorithms for the operation of the programs and their source codes (including parts thereof) that make up the Services are our commercial secret. Any of your actions regarding the Services not named in these Terms are recognized by the Parties as illegal and viewed as a violation of our rights, which is sufficient ground for terminating the license and issuing a demand aimed at protecting the violated right.
8.3. The trademarks, service marks, and logos used and displayed on the Services are registered and unregistered trademarks of ToBeOut. We are the copyright holder or authorized licensee for all text and all graphics contained in the Services (with the exception of the third-level domains yourname.tobeout.com provided for establishments and for your data/content). All ToBeOut trademarks and service marks that may be mentioned in the Services belong to ToBeOut. Trademarks and service marks of other parties that may be referenced in the Services belong to their respective owners. Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any ToBeOut trademarks without our prior written permission. We grant you the right to use our registered or unregistered trademarks (logos), design elements, and widgets when using the Services. All of the aforementioned may only be used in their original form. Removing or hiding the ToBeOut logo on the Services provided to you is prohibited.
8.4. Aggregated and De-identified Data; AI Improvement.
Notwithstanding any provisions to the contrary, ToBeOut may collect and analyze information concerning the provision, use, and performance of the Services and may create Aggregated and De-identified Data from Customer Data and Guest interactions, provided that such data does not identify, and cannot reasonably be used to identify, any individual, Customer, or Customer’s establishment.
ToBeOut may use such Aggregated and De-identified Data for analytics, diagnostics, service improvement, security, and AI/ML model improvement.
ToBeOut will not use identifiable Customer Data or identifiable Guest data for targeted advertising or for training or fine-tuning general-purpose AI models unless Customer expressly opts in in writing and, where required by Applicable Data Protection Law, the relevant Data Subject has provided valid consent.
For clarity: Customer Data processed by ToBeOut on Customer’s behalf remains subject to the DPA. In case of conflict between this Section and the DPA, the DPA prevails.
Aggregated and De-identified Data means data related to use of the Services that has been aggregated and/or de-identified so that it no longer identifies and cannot reasonably be linked to an identifiable person or a specific Customer.
8.5. You grant us the right to use your company's name and logo (trademark) as a reference for marketing or promotional purposes on our website, in social media, and in other public or private communications with our existing or potential customers. You represent and warrant that you possess all necessary rights and powers to grant us such a license (such rights) to use registered and unregistered trademarks. You have the right to revoke this permission by sending an official request to support@tobeout.com. We will remove the logo from the website within a reasonable time (not more than 10 business days).
8.6. You retain all rights, titles, and interests in your data (content). Your data means any data, information, or materials provided or uploaded by you or your guests to our Services. Your content posted on the Services is your property, and you are responsible for its content and accuracy. We are a technical intermediary regarding the communication of your content to third parties. You grant us a worldwide, limited license to access, use, process, copy, distribute, perform, export, and display your data only as reasonably necessary (a) to provide, support, and improve the Services; (b) to prevent or resolve service, security, or technical support issues; or (c) as expressly permitted by you in writing. Rights to AI-generated content (Output) in the process of your use of the Service belong to you, subject to full payment of the subscription. In doing so, you grant us a license to use this Output for the purposes specified in clause 8.4 of the Terms.
8.7. If you provide us with any feedback, suggestions, or comments regarding the Services ("feedback"), you hereby transfer (assign) to us all rights, titles, and interests in such feedback. We have the right to use such feedback for any purpose without any compensation or obligation to you. We welcome the posting of comments, information, or feedback through our website. By submitting information through our website, you agree that the information provided is subject to our Privacy Policy (cl. 2.4).
8.8. We respect the intellectual property rights of others. Our policy provides for responding to any claims that content posted on the Services violates copyrights. If you are a rightsholder and believe your work has been copied in a way that constitutes copyright infringement through the Service, you should send a notice to the address of our designated copyright agent: copyright@tobeout.com (DMCA Agent). The notice must comply with the requirements of the Digital Millennium Copyright Act (DMCA).
8.9. We may provide hyperlinks to other websites maintained by third parties or third-party content on the Services. LINKS TO THIRD-PARTY WEBSITES ARE PROVIDED SOLELY FOR YOUR CONVENIENCE AND INFORMATION. CONTENT ON ANY LINKED WEBSITE IS NOT UNDER OUR CONTROL, AND WE ARE NOT RESPONSIBLE FOR THE CONTENT OF LINKED WEBSITES, INCLUDING ANY ADDITIONAL LINKS ON THIRD-PARTY WEBSITES. IF YOU DECIDE TO ACCESS ANY THIRD-PARTY WEBSITES LINKED TO THE SERVICES, YOU DO SO ENTIRELY AT YOUR OWN RISK.
IX. GOVERNING LAW. ARBITRATION
9.1. Governing Law. These Terms for all purposes will be governed by and construed in accordance with the laws of the State of Delaware (USA) without reference to rules governing the choice of law. Any disputes are subject to resolution exclusively in the manner provided by Section 9.2 (Arbitration), except where the Company is entitled to apply to a court of competent jurisdiction (in the State of Delaware) for injunctive relief to protect its intellectual property rights or confidential information prior to an arbitration award.
9.2. The parties unconditionally agree that any dispute will be resolved by binding and confidential arbitration, conducted in the English language in Wilmington, Delaware (USA), before a single commercial arbitrator under the commercial arbitration rules.
9.3. Class Action Waiver. ANY CLAIMS FILED BY EITHER PARTY MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON, MAY NOT OTHERWISE CONDUCT ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT PROVIDE RELIEF ON A CLASS-WIDE BASIS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT ANY DISPUTE SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
9.4. We retain the right to protect our intellectual property rights in any jurisdiction in which a violation occurs or was attempted, in accordance with the laws of such jurisdiction.
X. MISCELLANEOUS
10.1. If any provision of these Terms is found to be unenforceable by a court or government authority, the Parties shall enforce the Terms as if the unenforceable provisions were absent.
10.2. The Terms, as well as any rights and licenses granted hereunder, may not be transferred by you but may be transferred by us without restriction, including by operation of law, merger, reincorporation, recapitalization, or the sale of all or substantially all of our assets.
10.3. Heading references herein are provided solely for convenience and should not be considered as limiting or affecting any of the provisions.
10.4. We are not liable to you or other persons for the failure to perform our obligations hereunder if this is due to reasons beyond our control, including, without limitation: strikes, lockouts, or other industrial conditions; civil unrest; fires; Acts of God; acts of a public enemy; compliance with any regulations, orders, or requirements of any government authority or agency; or the inability to obtain necessities on the open market.
10.5. These Terms, as well as the documents referenced in these Terms, constitute the entire agreement between you and us regarding the use of the Services and prevail over all previous communications and previous agreements, written or oral, between you and ToBeOut regarding the Services.
10.6. Controlling Language. These Terms are drafted in English and may be provided in another language for your convenience. In the event of any discrepancies or contradictions between the English version and the version in any other language, the English version shall prevail.
CONTACT US
If you have questions or requests regarding these Terms, or about the operation of ToBeOut and the Services we provide, please contact us by sending an email to info@tobeout.com
