TERMS AND CONDITIONS WAITRY

These terms and conditions (hereinafter referred to as the “Terms and Conditions“) of service regulate the contractual relationship between the users (hereinafter referred to as “Users“), with WAITRY SOLUCIONES SL, CIF B88539648with legal domicile at Calle Hermosilla 48, 1 Dcha., 28001, Madrid, Spain, e-mail address contacto@waitry.net (hereinafter “WAITRY“and in conjunction with the Users, the “Parties“). Users shall be subject to the respective General Terms and Conditions, together with all other policies and principles governing WAITRY, which are incorporated herein by reference.

ANY PERSON WHO DOES NOT ACCEPT THESE GENERAL TERMS AND CONDITIONS, WHICH ARE MANDATORY AND BINDING, MUST REFRAIN FROM USING THE SITE.

The User must read, understand and accept all the conditions set forth in the General Terms and Conditions and in the Privacy Policy.

WAITRY provides a digital and mobile platform (the “Platform“) for Users to place orders from their cell phones and interact with staff (the “Services“) in all types of establishments, such as bars, restaurants, hotels, casinos, stadiums, cinemas, theaters, events and workplaces. (hereinafter the “Establishments“). WAITRY acts at all times as a third party intermediary between the Merchants and the Users. WAITRY is not in charge of the quality of the orders placed, but simply limits itself to providing the Platform so that Users can order the Services from the Merchants. Under no circumstances may WAITRY be considered to be the owner of the Merchants, to have any type of employment relationship with the employees and any link with the Merchants beyond what is established in the present Terms and Conditions.

CLAUSE ONE: The Registry

1.1. Access to the Platform is free of charge, except for the cost of connection through the telecommunications network provided by the access provider contracted (ISP) by the User, which will be at the sole expense of the User. The User may only access the Platform through authorized means.

1.2. In order to use the Services, the User must have a computer with any operating system that provides access to the Internet or a Smartphone with IOS or Android operating system and may (i) complete all fields of the registration form corresponding to Users with valid data; or (ii) register using their Facebook, Google or Apple account, in which case they must accept its Terms and Conditions and Privacy Policies (hereinafter, the“Registered User” or in plural“Registered Users“). Whoever aspires to become a Registered User must verify that the information he/she makes available to WAITRY is accurate, precise and true (hereinafter, the“Personal Data“). Likewise, the Registered User will assume the commitment to update the Personal Data every time they are modified. WAITRY may use various means to identify Registered Users, but WAITRY is not responsible for the accuracy of the Personal Data that its Registered Users make available. The Registered Users guarantee and are responsible, in any case, for the truthfulness, accuracy, validity and authenticity of the Personal Data made available to WAITRY.

1.3. In order to become a WAITRY Registered User, the User must complete the registration form, accept the Privacy Policy and these Terms and Conditions.

1.4. Once the registration is completed, WAITRY will grant the Registered User a personal account to access with the password of his choice (hereinafter the “Account“). The Registered User will access his/her Account by entering the username and personal security password of his/her choice. The Account is personal, unique and non-transferable, and it is prohibited for the same Registered User to register or own more than one Account. In case of WAITRY detects different Accounts that contain matching or related data, you can cancel, suspend or disable them. The User shall be solely responsible for the use of his or her Account.

1.5. The Personal Data entered by the Registered User must be accurate, current and truthful at all times. WAITRY reserves the right to request any additional proof and/or data in order to corroborate the Personal Data, and to temporarily and/or definitively suspend any Registered User whose data could not be confirmed. WAITRY is NOT responsible for the accuracy of the data entered in the Register. The Registered User guarantees and responds, in any case, for the truthfulness, accuracy, validity and authenticity of his/her Personal Data. The Personal Data provided by the Registered User will be integrated into a personal database for which he/she is responsible. WAITRY. For more information consult the Privacy Policy.

CLAUSE TWO: General Conditions of Use of the Services

2.1. The Services are directed exclusively to Registered Users and users who access as guests, indicating their name.

2.2. The Registered User will be able to find on the Platform the establishments that are registered on the WAITRY platform (the “WAITRY”).Establishments“). The User will be able to find the Establishments by proximity (in which case he/she must accept that WAITRY has access to the User’s location) or by the name of the Establishment.

2.3. The Services may be paid at the Merchants through the Mercado Pago payment platform owned by Mercado Libre S.R.L. CUIT: 30-70308853-4 (hereinafter the “Payment Processor“) or in cash, if the Merchant so permits. The User will not need to have an account with the Payment Processor, but will be able to make the payment by simply entering his/her payment data to the Platform. WAITRY shall not be liable for any errors or omissions made by the Payment Processor.

2.4. WAITRY may, at its sole discretion, reject and/or stop any order from Registered Users.

2.5. Once the Registered User is at the Merchant, he/she will be entitled to request the Services. To do so, the Registered User must scan the QR code (the “QR Code“) or enter the PIN (the “PIN“) provided by the Merchant. Once the Registered User scans the QR Code or enters the PIN, the Merchant’s menu will appear on the Platform, where the Registered User will be able to choose the options he/she wishes to order (the “Order“). Once the Registered User places the Order, the Platform will send the information to the Platform, which will indicate to the Merchant who the Registered User is and where he/she is seated.

2.6. The Services shall be deemed completed once the Registered User has received his Order and has paid for the same through the Payment Processor or in cash (the “Payment“). It is expressly provided that Merchant may decide at its own discretion whether (i) Payment must be made mandatorily through the Payment Processor or whether it may be made in cash; and (ii) Payment must be made at the time the Order is placed or after receipt of the Order.

PROVISION FOUR: Payment and Invoicing Conditions

4.1. Payment made by Registered Users for the Services provided by the Merchants will be collected directly by the Registered Merchants automatically, without any withholding by WAITRY, through the Payment Processor or through cash payment. The price paid by Registered Users will not be refundable.

4.2. Completion of the Service, the Payment Processor will send an email to the Registered User with the summary of the account of the Payment at the Registered Merchant, detailing the order placed, the place, date and time (hereinafter, the “Summary“). The Summary shall be valid for tax purposes, being entitled to be submitted to the relevant authorities. In turn, the Registered Users will be able to visualize all the transactions they have made in the Platform in the “My Orders” section.

4.3. The credit card holder is responsible for the data provided at the time of the request and/or reservation of the selected Service and is the only party obliged to pay the issuer of the same. Any denial shall be made to the issuing Bank of the credit card in accordance with the provisions of the Credit Card Law Nº 25.065.

CLAUSE FIFTH: Delivery and Take Away.

5.1 In addition to the Services described in the third clause, the Merchants may offer Registered Users the possibility to place (i) Orders outside the Merchants through the Platform and pick them up at the Merchant (“Take Away“); or (ii) place and receive Orders from their homes (“Delivery“).

5.2 As in the Services described in the third clause, WAITRY only makes the Platform available to the Merchants and the Registered Users so that the Registered Users can place Delivery and Take Away Orders. In turn, the Registered Users understand that WAITRY has no incidence or responsibility whatsoever on the quality and status of the Delivery and Take Away Orders.

5.3 It is at the sole discretion of the Merchant to establish the method of Payment for Take Away and Delivery Orders. If Merchant so provides, Payments shall be made at the time Orders are placed and through the Payment Processors. Only if Merchant expressly so provides, Payments may be made in cash upon delivery of the Order.

SIXTH CLAUSE: Use of the Platform

6.1. WAITRY shall have the authority to deny or restrict the use of the Platform to any Registered User at its sole discretion, without any prejudice to the User. WAITRY shall not be liable if the User does not have a smart phone compatible with the use of the Platform.The User agrees to make proper and lawful use of the Platform in accordance with applicable law, these Terms and Conditions, generally accepted morality and decency, and public order. By using the Platform or the Service, the User agrees that:

a. You will only use the Service for your personal use and will not have the authority to resell your Account to a third party.

b. You will not authorize third parties to use your Account.

c. You will not assign or otherwise transfer your Account to any other person or legal entity.

d. You will not use an account that is subject to any rights of a person other than yourself without proper authorization.

and. You shall not use the Service for purposes that are unlawful, illegal, contrary to the provisions of these Terms and Conditions, to good faith and public order, harmful to the rights and interests of third parties.

F. You will not try to harm the Service or the Platform in any way, nor will you access any restricted resources on the Platform.

g. You will keep your Account password and any identification provided to allow you to access the Service and the Platform securely and confidentially.

h. You will not use the Service or the Platform with an incompatible or unauthorized device.

i. You shall not attempt to access, use and/or manipulate the data of WAITRYRegistered Merchants and other Users.

J. It will not introduce or spread computer viruses or any other physical or logical systems that are likely to cause damage to the Platform.

SEVENTH CLAUSE: Returns and Refunds
If, for any reason whatsoever, there is an error in the collection of the invoice, the user must notify Waitry and the establishment where the purchase was made within 2 days from the date of issuance and payment.

Once the claim has been accepted, after due verifications have been made, the establishment will reimburse the payments unduly made, or Waitry, depending on the payment processor, within 3 days following the claim.

CLAUSE EIGHTH: Liability

8.1. WAITRY only makes available to Registered Users and Registered Merchants a digital platform that allows them to communicate through the Platform in order to provide the Services to Users. WAITRY does not intervene in the perfection of the operations carried out between the Registered Establishment and the User, therefore it will not be responsible for the quality, quantity, state, integrity or legitimacy of the Services provided, as well as for the capacity to contract of the Registered Establishments or of the Registered Users or for the veracity of their personal data entered by them.

8.2. The User acknowledges and accepts that when performing operations with the Platform, he/she does so at his/her own risk. In no event shall WAITRY be liable for loss of profits, or for any other damage and/or harm that the Registered Merchant may have suffered due to the Service offered through the Platform.

8.3. WAITRY recommends acting with prudence and common sense when contracting the Service. In the event that one or more Users or any third party initiates any type of claim or legal action against a Registered Merchant or a Registered User, each and every one of the parties involved in such claims or actions shall hold harmless WAITRY from any and all liability. WAITRY and its directors, officers, employees, agents, servants, agents, representatives and attorneys-in-fact.

CLAUSE NINTH: Use and Warranty of the Platform

9.1. WAITRY does not guarantee the availability and continuity of the operation of the Platform. Consequently, WAITRY shall in no event be liable for any damages that may be derived from (i) the lack of availability or accessibility to the Platform; (ii) the interruption in the operation of the Platform or computer failures, telephone breakdowns, disconnections, delays or blockages caused by deficiencies or overloads in telephone lines, data centers, in the Internet system or in other electronic systems, produced in the course of its operation; Y (iii) other damages that may be caused by third parties through unauthorized intromissions beyond the control of WAITRY.

9.2. WAITRY does not guarantee the absence of viruses or other elements on the Platform introduced by third parties external to WAITRY that may cause alterations in the User’s physical or logical systems or in the electronic documents and files stored in its systems. Consequently, WAITRY shall in no event be liable for any damages of any kind that may result from the presence of viruses or other elements that may cause alterations in the physical or logical systems, electronic documents or files of the User.

9.3. WAITRY adopts various protective measures to protect the Platform and the contents against computer attacks by third parties. However, WAITRY does not guarantee that unauthorized third parties cannot know the conditions, characteristics and circumstances under which the User accesses the Platform. Consequently, WAITRY shall in no event be liable for any damages that may result from such unauthorized access.

9.4. By entering into these Terms and Conditions, you represent that you will indemnify and hold harmless from and against any and all claims to WAITRY(i) breach by the User of any provision of these Terms and Conditions or any law or regulation applicable thereto; (ii) breach or violation of the rights of third parties including, without limitation, other Users, pedestrians; and (iii) breach of the permitted use of the Platform.

TENTH CLAUSE: Intellectual and Industrial Property Rights

10.1. The User acknowledges and agrees that all intellectual and industrial property rights over the contents and/or any other elements inserted in the Platform (including, without limitation, trademarks, logos, trade names, text, images, graphics, designs, sounds, databases, software, flowcharts, presentation, audio and video), belong to WAITRY.

10.2. WAITRY authorizes the User to use, view, print, download and store the contents and/or elements inserted in the Platform exclusively for personal, private and non-profit use, refraining from performing on them any act of decompilation, reverse engineering, modification, disclosure or supply. Any other use or exploitation of any content and / or other elements inserted in the Platform other than those expressly provided herein shall be subject to prior authorization from WAITRY.

CLAUSE THIRTEENTH: Data Protection

11.1. The personal data (hereinafter, the “Data“) that you provide in the Register will be integrated into a personal database for which you are responsible. WAITRYwhose address appears in the heading of this document.

CLAUSE TWELFTH: Notifications

12.1. WAITRY may make appropriate notifications to the Registered User through a general notification on the Platform, through text messages, the email address provided by the User in his Account. The User may notify WAITRY by sending an e-mail to contacto@waitry.net.

CLAUSE THIRTEENTH: Assignment

13.1. The Registered User may not assign its rights and obligations under these Terms and Conditions without prior written consent of WAITRY. WAITRY may assign, without the User’s prior consent, these Terms and Conditions to any entity within its group of companies, throughout the world, as well as to any person or entity that succeeds it in the exercise of its business by any title whatsoever.

PROVISION FOURTEENTH: Applicable Law and Jurisdiction

14.1. The present Terms and Conditions, as well as the relationship between WAITRY and the User shall be governed by and construed in accordance with the legislation in force in Spain.