THIS IS A LEGAL AGREEMENT BETWEEN YOU AND VTRA TECH CO., LTD. STATING THE TERMS THAT GOVERN YOUR PARTICIPATION AS A USER OF THIS APP. PLEASE READ THIS IMENU RESTAURANT AGREEMENT (“AGREEMENT”) BEFORE PRESSING THE "AGREE" BUTTON. BY PRESSING "AGREE," YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PRESS "CANCEL".

iMenu Restaurant Agreement

Definitions and Interpretation

Definitions. Unless the context otherwise requires, the following expressions shall have the following meanings in the Terms of Use:

  1. “VTRA Tech”, “VTRA”, “iMenu” “we”, “our” and “us” refer to Vtra Tech Co., Ltd. a company incorporated pursuant to the laws of Thailand under registration number 0105562041463 and having its registered address at Unit 4703(River 27), 47th Fl. 1 Empire Tower South Sathorn Road, Yannawa, Sathorn Bangkok 10120 Thailand
  2. “Customer” means a restaurant owned by any individual(s) or any legal entity using/going to use VTRA’s services.
  3. “User” means any individual who is authorized by the Customer to use certain functions or process certain operations in iMenu app. For example, administrator.
  4. “Intellectual Property” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.
  5. “VTRA Indemnitees” means VTRA and all of its respective officers, employees, directors, agents, contractors and assigns.
  6. “Losses” means all penalties, losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions, proceedings, claims, demands and other liabilities, whether foreseeable or not.
  7. “Materials” means, collectively, all web pages on the Platform, including the information, images, links, sounds, graphics, video, software, applications and other materials displayed or made available on the Platform and the functionalities or services provided on the Platform.
  8. “Username” refers to the unique login identification name or code which identifies a Customer who has an account with VTRA Tech.
  9. “Password” refers to the valid password that a Customer who has an account with VTRA may use in conjunction with the Username to access the relevant Platform and/or Services.
  10. “Personal Data” means data, whether true or not, that can be used to identify, contact or locate you. Personal Data can include your name, e-mail address, billing address, shipping address, phone number and credit card information. Personal Data shall be deemed to include any data that you have provided to us when placing an Order, regardless of whether you have an account with us.
  11. “Privacy Policy” means the privacy policy set out athttps://www.vtra.app/privacy/.
  12. “Product” means a product (including any installment of the product or any parts thereof) available for sale to Customers on the Platform.
  13. “Prohibited Material” means any information, graphics, photographs, data and/or any other material that:
    1. contains any computer virus or other invasive or damaging code, program or macro;
    2. infringes any third-party Intellectual Property or any other proprietary rights;
    3. is defamatory, libelous or threatening;
    4. is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under the applicable law; and/or
    5. is or may be construed as offensive and/or otherwise objectionable, in our sole opinion.
  1. “Services” means services, information and functions made available by VTRA.
  2. “Plan” means the service level that Customer can select and provided by VTRA, including but not limit to functions availabilities in app, customer service channel, customer service response time.
  3. “Plan Fee” or “Monthly Subscription Fee” means the amount of money the customer needs to pay to VTRA on a monthly basis in accordance with the Plan they select during the service period.
  4. “Add-on” means the available services provides by VTRA in order to meet the customer’s on-demand or Out of Plan requirements. The customer needs to purchase Add-ons before they are available to the customer.
  5. “Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the Platform, whether registered or unregistered, and owned by VTRA or any third party.
  6. “You” and “your” refer to the individuals over the age of 18 using VTRA’s services.

User Restrictions

  1. No Use By Underage or Unauthorized Persons. You hereby represent and warrant that you are currently eighteen (18) years of age or over (or twenty-one (21) years in places where eighteen (18) years is not the age of majority), you are legally authorized by the Customer and capable of lawfully entering into and performing all the obligations set forth in this agreement.

Initialization of Service

  1. Your compliance: You agree to comply with any and all the guidelines, notices, operating rules and policies and instructions, as well as any amendments, defined in the Agreement from time to time. VTRA reserves the right to revise these guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform.
  2. Authorized User of the Customer shall provide legal document to for the Customer business and/or the authorization.
  3. Authorized User of the Customer shall select a Plan and/or any Add-ons such as but not limited to Translation Packages, Printers.
  4. You grant us a non-exclusive license to use the materials or information that you submit to the Platform and/or provide to us, including but not limited to, Menu Items, Dish Pictures, comments, and suggestions (collectively, “Submissions”).
  5. When the Customer selects the Plan and/or Add-ons, the Customer shall pay an Initialization Fee that VTRA will calculate according to the customers stated requirements such as but not limited to Number of Tables, Number of Dishes on Menu, Printers.
  6. We reserve the rights to check the materials you provided, and approve your service request accordingly.
  7. Once the service is approved and when VTRA completes all the multi-language digital menu initialization, the VTRA will provide on-site / remote implementation and training services to the Customer. The Customer shall organize its stakeholders who is targeting of using VTRA’s services to join the implementation and training session. Once the implementation and training session completes, the Customer shall consent the start of the service.

Billing Cycle and Payment

  1. If you purchase our subscription from AppStore, after the initial payment, the renewal payment is deducted from your iTunes account balance automaticaly for the next billing cycle, including but not limited to monthly, quarterly, annual, etc., when your subscription service is about to expire for each billing cycle. The premise of this service is that you have opened an iTunes account and can successfully deduct money from the above account. Failure to renew due to insufficient deductible balance in the above account and/or other risks and/or losses shall be borne by you. After purchasing the automatic renewal service, iTunes will automatically deduct the fee and extend the validity period of the corresponding membership 24 hours before the expiration of each billing period.
  2. If you are using other platforms rather than AppStore, we will apply the following items for you.
  3. The Billing Cycle of VTRA is set on a monthly basis for collecting Plan Fee from the Customer. The 1st Billing Cycle starts from the month that the customer consents all of the service is fully available. For example, if the customer consents the availability of all services on the 30th of April, the customer shall be liable to pay the Plan Fee for the month of April.
  4. The customer shall not delay the consent due to the reason that is not related to the availability of all services.
  5. The Billing Cycle only calculate the Plan Fee in accordance with the Customer’s current plan. The Customer need to complete the payment before the end of the Billing Cycle.
  6. In the event that the customer does not pay the agreed upon monthly subscription fees, VTRA will charge a late payment penalty monthly subscription fee x 5% x overdue days.
  7. In the event that that the customer does not pay the agreed upon monthly subscription fees for 2 consecutive months, VTRA reserves the right to terminate the service of the aforementioned customer.

Termination of Services

  1. If you purchase our subscription from AppStore, you may suspend or terminate the subscription from your iOS device "Settings" --> enter "iTunes Store and App Store" --> click "Apple ID", select" View Apple ID", enter the "Account Settings" page, click "Subscribe", select shoefan membership to cancel subscription. If the subscription is not closed at least 24 hours before the end of the billing cycle, it will be automatically renewed and deducted.
  2. If you are using other platforms rather than AppStore, we will apply the following items for you.
  3. You can terminate the service by written informing VTRA by email at service@vtra.app.
  4. Termination will take effect at the end of the next Billing Cycle.
  5. Customer will still need to pay all the Plan Fee for the current and the next Billing Cycle.
  6. In our sole and absolute discretion, we may with immediate effect upon giving you notice, terminate your use of the Platform and/or Services and/or disable your Username and Password. We may bar access to the Platform and/or Services (or any part thereof) for any reason whatsoever, including a breach of any of these Terms of Use or where if we believe that you have violated or acted inconsistently with any terms or conditions set out herein, or if in our opinion or the opinion of any regulatory authority, it is not suitable to continue providing the services relating to the Platform.

Hyperlinks, Alerts and Advertising

  1. Hyperlinks: For your convenience, we may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties. Such linked websites or content are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.
  2. Advertising: We may attach banners, java applets and/or such other materials to the Platform for the purposes of advertising our or our Third-Party Vendors’ products and/or services. For the avoidance of doubt, you shall not be entitled to receive any payment, fee and/or commission in respect of any such advertising or other promotional materials.

Language

In the event that these Terms of Use is executed or translated in any language other than English (“Foreign Language Version”), the English language version of these Terms of Use shall govern and shall take precedence over the Foreign Language Version.

Privacy Policy

You acknowledge that you have read and agree to the Privacy Policy at https://www.vtra.app/privacy/ and consent to our collection, use and disclosure of your Personal Data for the purposes as set out in the Privacy Policy.

Restricted Activities

You agree and undertake NOT to:

  1. impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;
  2. use the Platform or Services for illegal purposes;
  3. attempt to gain unauthorized access to or otherwise interfere or disrupt other computer systems or networks connected to the Platform or Services;
  4. post, promote or transmit through the Platform or Services any Prohibited Materials;
  5. interfere with another’s utilization and enjoyment of the Platform or Services;
  6. use or upload, in any way, any software or material that contains, or which you have reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the Platform’s data or damage or interfere with the operation of another Customer’s computer or mobile device or the Platform or the Services; and
  7. use the Platform or the Services other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other applicable laws.

Availability of the Services

We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform or any Services and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing the Platform or any part of the Services.

Disclaimer

  1. Important Disclaimer About Illegal Users And Behaviors. The VTRA does not conduct screenings of its users with specific Customer. Customer should manage its users in iMenu app and take responsibilities for activities or legal consequences of the users.
  2. No Warranty. VTRA and its affiliates, subsidiaries, officers, directors, employees, agents, partners, and licensors DO NOT PROMISE that the site, app, content, service or any other information or materials that you receive hereunder as a User will be accurate, reliable, timely, secure, error-free or uninterrupted, or that any defects will be corrected. VTRA cannot ensure that any content you access or download from the service will be free of viruses, contamination or destructive features. Further, VTRA DOES NOT guarantee any results or identification or correction of problems as part of the service and VTRA disclaims any liability related thereto. VTRA disclaims all warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability and fitness for a particular purpose. VTRA disclaims any and all liability for the acts omissions and conduct of any third parties in connection with or related to your use of the service. You assume total responsibility and all risks for your use of the service, including but not limited to, any information obtained thereon.

Right To Monitor Content

We reserve the right, at its sole discretion, but shall not be obliged to:

  1. monitor, screen or otherwise control any activity, content or material on the Platform and/or through the Services. We may, in our sole and absolute discretion, investigate any violation of the terms and conditions contained herein and may take any action it deems appropriate;
  2. prevent or restrict access of any Customer to the Platform and/or the Services;
  3. report any activity we suspect to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or
  4. to request any information and data from you in connection with your use of the Services and/or access of the Platform at any time and to exercise our right under this paragraph if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data.

 

 

Amendments

We may by notice through the Platform or by such other method of notification as we may designate (which may include notification by way of e-mail), vary the terms and conditions of these Terms of Use, such variation to take effect on the date we specify through the above means. If you use the Platform or the Services after such date, you are deemed to have accepted such variation. If you do not accept the variation, you must stop access or using the Platform and the Services and terminate these Terms of Use. Our right to vary these Terms of Use in the manner aforesaid will be exercised with may be exercised without the consent of any person or entity who is not a party to these Terms of Use.

Correction of Errors

Any typographical, clerical or other error or omission in any acceptance, invoice or other document on our part shall be subject to correction without any liability on our part.

Entire agreement

These Terms of Use shall constitute the entire agreement between you and us relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof.

Binding and conclusive

You acknowledge and agree that any records (including records of any telephone conversations relating to the Services, if any) maintained by us or our service providers relating to or in connection with the Platform and the Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.

Sub-contracting and delegation

We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the Platform and/or Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate.

Assignment

You may not assign your rights under these Terms of Use without our prior written consent. We may assign our rights under these Terms of Use to any third party.

Force Majeure

We shall not be liable for non-performance, error, interruption or delay in the performance of its obligations under these Terms of Use (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform's and/or Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control.

Rights of third parties

A person or entity who is not a party to these Terms of Use shall have no right under any legislation in any jurisdiction to enforce any term of these Terms of Use, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of these Terms of Use.

Severability

If at any time any provision of these Terms of Use shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from these Terms of Use.

No waiver

Our failure to enforce these Terms of Use shall not constitute a waiver of these terms, and such failure shall not affect the right later to enforce these Terms of Use. We would still be entitled to use our rights and remedies in any other situation where you breach these Terms of Use.

Cumulative Rights And Remedies

Unless otherwise provided under these Terms of Use, the provisions of these Terms of Use and our rights and remedies under these Terms of Use are cumulative and are without prejudice and in addition to any rights or remedies we may have in law or in equity, and no exercise by us of any one right or remedy under these Terms of Use, or at law or in equity, shall (save to the extent, if any, provided expressly in these Terms of Use or at law or in equity) operate so as to hinder or prevent our exercise of any other such right or remedy as at law or in equity.

Governing law

Use of the Platform and/or the Services and these Terms of Use shall be governed by and construed in accordance with Thailand law and you hereby submit to the exclusive jurisdiction of the Courts of Thailand.

 

Version: 2020-02-05

Effective From March 1st, 2020