OpenTable Experiences Terms

Updated as of April 1, 2021

BY PLACING CLICKING TO ACCEPT THESE EXPERIENCES TERMS OR PUBLISHING AN EXPERIENCE ON THE OPENTABLE NETWORK, YOU AGREE, ON BEHALF OF CLIENT, TO BE BOUND BY THESE TERMS.

The OpenTable Experiences Terms (“Terms”) are an additional set of terms to the applicable OpenTable Client Agreement (“Client Agreement”) entered into by the applicable Client. These Terms include supplemental terms and conditions applicable to Client’s use of OpenTable Experiences. In the event of a conflict with the Client Agreement, these Terms will control in relation to the subject matter of these Terms. If you are accepting on behalf of Client, you represent and warrant that (i) you have full legal authority to bind Client to these Terms, (ii) you have read and understood these Terms and (iii) you agree, on behalf of the Client, to these Terms. Capitalized terms not defined in these Terms have the meanings given in the Client Agreement. For the purposes of these Terms, the “Effective Date” shall be the date that Client clicks to accept these Terms or publishes an Experience on the OpenTable Network.

1. Introduction. The OpenTable Experiences feature is designed to enable Restaurants to publish unique dining experiences at set dates and times for Diners (each an “Experience”) to reserve and/or pre-purchase (in full, partially or as a deposit) on the OpenTable Network, and be issued a digital confirmation or ticket (“Tickets”) to Diners who reserve and/or purchase the experience.

2. Term. These Terms will commence on the Effective Date and continue until the completion or expiration of all Experiences (the “Term”). Either party may terminate any Experience and these Terms for no reason or any reason upon 5 days’ prior written notice to the other party. Notwithstanding anything to the contrary in these Terms, OpenTable may suspend use of the OpenTable Experiences or terminate these Terms immediately if OpenTable determines such action is necessary in order to comply with Laws or determines that continuing under this Agreement could result in legal or business liability or cause material harm to its products, services, reputation or users. Upon termination of these Terms, the provisions of Sections 3, and Sections 6 through 8 will survive.

3. Client Responsibilities.

3.1. Client shall use the OpenTable Experiences features to create unique dining experiences at set dates and times. Client may not use the OpenTable Experiences for any other purposes, including to create gift cards or similar instruments redeemable for general use at Client’s Restaurant.

3.2 Client shall honor and accept all Experiences reserved and/or sold through the OpenTable Network in accordance with the Experience published by Restaurant, these Terms, and Applicable Law. Client acknowledges and agrees that it is solely responsible for providing the Experience published for sale on the OpenTable Network and for managing its relationships with diners who reserve and/or purchase Experiences through the OpenTable Network, even after these Terms have expired or been terminated. Client shall be solely responsible for handling any refund, cancellation or modification requests from Diners. For purposes of these Terms, “Applicable Law” means any state, federal, or international law, rule, regulation, ordinance, code, or order to which a party may be subject or under which a party may exercise rights.

3.3. Client will not impose any additional restrictions on Diners’ use of an Experience and/or Ticket unless clearly disclosed to Diners prior to their reservation and/or purchase of the Experience. Any such restrictions must be in compliance with Applicable Law, and Client shall not add or modify restrictions after purchase.

3.4. Client further agrees to enter into a payment processing agreement (the “Processing Agreement”) with OpenTable’s designated payment processor (“Processor”), comply with the terms of the Processing Agreement, maintain an account in good standing with the Processor and keep such account connected to OpenTable at all times during the Term. Client shall solely be responsible for payment of any credit card processing fees or other fees charged by the Processor for use of its service. Client shall be considered the “merchant of record” for any Experiences sold through the OpenTable Services.

3.5. Client will include all applicable taxes, service charges and fees in the price listed for any Experiences sold and Client will not charge any additional taxes, service charges or fees for the Experience. Client shall be responsible for all taxes (including “indirect taxes” such as sales and use tax, local meals taxes, goods and services tax, value added tax, etc.), duties, and other governmental charges on the sale of its products and for remitting such taxes, duties, and other governmental charges to the appropriate authorities.

3.6. Client will provide Diners with any transaction receipts or other purchase documents for the purchase of any Experience as required by Applicable Law and the Card Association Rules. For purposes of these Terms, “Card Association Rules” means the bylaws, rules, and other published operational and technical requirements of any payment network (including, but not limited to, Visa®, MasterCard®, American Express®, and Discover®) applicable to OpenTable Experiences, Client’s acceptance of payment cards, and each party’s obligations under these Terms.

3.7. Client shall be solely responsible for resolving Customers’ inquiries and complaints related to their Experiences, , including any chargebacks.

3.8. Client will comply, and ensure that its employees, directors, officers, contractors, and agents comply, with these Terms, Card Association Rules, and Applicable Law.

3.9. Client is responsible for maintaining the confidentiality of its account and password and for restricting access to its OpenTable account, and Client agrees to accept responsibility for all activities that occur under its OpenTable account or password, including the publishing for sale of Experiences on the OpenTable Network.

4. OpenTable Responsibilities.

4.1. OpenTable will publish Client’s Experience(s) on the OpenTable website and may also make available the Client Experience on the Client’s website, certain partner websites and related mobile sites and applications, as may be made available by OpenTable in its discretion following the Effective Date.

4.2. OpenTable will make available support information and training resources related to the Payment & Ordering Services on https://support.opentable.com

5. Payment.

5.1 Fees. OpenTable may charge Client fees for use of OpenTable Experiences and any applicable fees will be disclosed to Client prior to publishing its Experience for booking on the OpenTable Network. By publishing an Experience, Client agrees to pay OpenTable the applicable fees for the sale of Experiences on the OpenTable Network.

5.2 Authorization. Client authorizes OpenTable to collect from it amounts due to OpenTable pursuant to these Experiences Terms by either by (i) instructing the Processor to withholding the amount due from the sale price of an Experience; or (ii) charging the payment method on file that Client previously authorized for its OpenTable account (unless you have previously removed the authorization to charge such payment method(s)).

5.3 Collections. If OpenTable is unable to timely collect the amounts due via the methods as set forth in Section 5.2 above, Client understands that OpenTable may charge interest, suspend its access to the Service or take other actions as set forth in Section 12.2 of the Client Agreement.

6. Modifications to Terms. OpenTable may modify these Terms from time to time and will provide reasonable notice of such modifications through an OpenTable website, email or other means as determined by OpenTable in its discretion. Client’s continued use of OpenTable Experiences after the effective date of the modifications constitutes acceptance of the modified terms.

7. Liability. To the fullest extent permitted by Law, OpenTable will not be liable for any indirect, incidental or consequential damages or for any loss of profit, revenue, data, business or use arising out of or related to the OpenTable Experiences, the sale promotion of any Experience. To the fullest extent permitted by Law, in no event will OpenTable’s total liability with respect to the OpenTable Experiences, the sale promotion of any Experience exceed $100 USD.

8. Indemnification. Client will indemnify, defend (at OpenTable’s option and without limiting Client’s other obligations hereunder) and hold harmless OpenTable, its affiliates and their respective employees, directors, officers, employees, representatives and agents (“OpenTable Indemnified Parties”) from and against any and all claims, suits, investigations or actions brought or threatened by a third party (including any Diners) arising, in whole or in part, out of or relating to: (a) any disputes with Diners relating to Experiences purchased through the OpenTable Network, including, but not limited to, any dispute arising from Client’s refusal or inability to honor or accept any Experiences and/or Tickets for any reason, including, but not limited to, bankruptcy, liquidation or sale of Client’s business; (b) any breach by Client of these Terms or the Processing Agreement; (c) Client’s use of OpenTable Experiences in a manner or for a purpose not expressly permitted in these Terms or the product descriptions created by OpenTable; (d) any products and services provided by Client, and (e) the failure to pay any applicable taxes.

9. No Warranties. OpenTable Experiences and all related services are provided “AS IS”. OpenTable and its affiliates do not and cannot warrant the performance or results Client may obtain by listing any Experience, and expressly disclaim any warranty, that the use of the OpenTable Experiences, including without limitation, that the websites will be uninterrupted or error-free. Except to the extent any warranty, condition, representation or term cannot or may not be excluded or limited by law applicable to Client in Client’s jurisdiction, OpenTable and its affiliates make no, and expressly disclaim any, warranties, conditions, representations or terms (express or implied whether by statute, common law, custom, usage or otherwise) as to any matter including, without limitation, warranties of non-infringement of third party rights, merchantability, integration, satisfactory quality or fitness for any particular purpose.