SocialQ - Customer Terms of Use

1. INTRODUCTION

1. Welcome to the SocialQ mobile website located at www.socialq.net (“SocialQ”) which is owned and operated by Marketing Melodies Pty Ltd (“Marketing Melodies” “us/we/our”).

2. SocialQ is an online platform that offers customers a streamlined reservation and waitlist service for Businesses and hospitality businesses that are listed on the SocialQ (“Services”).

3. Please read these Terms of Use carefully. By accessing or using SocialQ you become a customer (“Customer”) and you agree to be bound by these Terms of Use and our Privacy Policy located at www.socialq.net. These Terms of Use constitute a legally binding agreement between you and us ("Agreement").

4. We reserve the right to alter, modify, add to or change in any way, any provision of these Terms of Use and may, in its absolute discretion, limit or expand the services available via SocialQ, without giving prior notice to Customers. It is your responsibility to check the Terms of Use each time you use SocialQ.

2. DEFINITIONS

1. For the purpose of these Terms of Use the following definitions apply:

“Account” means a SocialQ account set up by a Customer;
“Business” means a third-party retail store and/or café/restaurant that is listed on SocialQ;
“Data” means any data or information inputted by a Customer into SocialQ;
“Details” means the date, time, number of patrons and Store dining area (if applicable) selected by the Customer in connection with a Reservation;
“Guest” means a Customer that has made a Reservation as a guest without an Account;
“Listing” means the listing/s of the Store that Customers may make a Reservation through via SocialQ;
“Reservation” means a reservation with a Business made via SocialQ;
“Special Conditions” means any applicable cancellation policy, Credit Card Requirement (as defined herein) and/or special conditions in connection with the Reservation;
“Store” means single or multiple retail store/s and/or restaurant/s registered via SocialQ by the Business in connection with a Listing; and
“Waitlist” means a virtual waitlist for a Reservation that is unavailable at the time a Customer initiates a Reservation but where such Reservation may become available in the future.

3. ACCOUNT

1. A Customer may create an account by completing the account sign up process via SocialQ which involved providing the Customer’s name and phone number. The Customer is solely responsible for maintaining the accuracy and confidentiality of their Account.

4. RESERVATIONS AND WAITLIST SERVICES

1. Once the Customer has entered a Listing and selected the relevant Details, the Customer must agree to the Special Conditions (where applicable) before it may complete the Reservation via its Account orby entering its contact details as a Guest (“Reservation Process”).

2. During or after the Reservation Process, the Customer may be requested to provide further information (including requests, product preferences and dietary restrictions) in connection with the Reservation in order for the Store to carry out its services and/or improve the Customer’s experience in connection with the Reservation (“Preferences”).

3. Where a Business requires a debit or credit card number to complete a Reservation, the Customer agrees to provide valid debit or credit card information (“Credit Card Requirement”). To confirm that the debit or credit card information provided is accurate, the relevant Business may place a temporary authorisation hold on such debit or credit card until such confirmation. We shall have no liability for any charges made by the Business to the debit or credit card account and/or other charges incurred resulting from the Credit Card Requirement.

4. If a Reservation (whether completed or not), Details, and/or Preferences is unable to be carried out by the Store, SocialQ may suggest to the Customer alternative Stores that are of a similar standard and in a similar location and/or offer the Customer the option of joining a Waitlist for the relevant Reservation.

5. A Customer may join a Waitlist directly via SocialQ or by scanning a Business’s QR Code that will link the Customer to the relevant Waitlist on SocialQ.

6. A Customer may remove itself from a Waitlist via SocialQ and/or by calling the Restaurant directly.

7. The Customer agrees that a failure to appear at the Store in a timely manner may result in the Business bypassing the Customer’s position on the Waitlist and/or removing the Customer from the Waitlist entirely.

8. The availability of a Reservation and the estimated wait time or position on a Waitlist is determined at the time the Customer initiates such Reservation by the Business, and we do not guarantee that such Reservation will become available.

9. Where a Customer has, via SocialQ, made, changed and/or cancelled a Reservation, joined a Waitlist and/or a Reservation becomes available via a Waitlist, the Business will be responsible for sending the Customer an SMS confirmation via SocialQ (“Notification”).

5. RESERVATION CHANGES AND CANCELLATIONS

1. The Customer acknowledges and agrees that in the event that:

(a) The Customer is unable to attend its Reservation, it is required to cancel its Reservation via SocialQ and/or the Business directly at least 30 minutes in advance of the Reservation, or in accordance with any applicable cancellation policy as outlined in the Special Conditions;

(b) The Customer does not honour its Reservation in accordance with the Details and/or the Special Conditions, the Business, in its sole discretion, may cancel the Reservation;

(c) The Customer wishes to change the Details and/or Preferences, it may make a request to the Business as soon as practicably possible, and the Business, in its sole discretion, may either accept such changes or cancel the Reservation if such requests are unable to be granted; and

(d) The Business is unable to carry out the Reservation for any reason, the Business, in its sole discretion, may cancel the Reservation by notifying the Customer within reasonable time.

6. PROMOTIONAL OFFERS

1. The Customer acknowledges that we may offer promotions in connection with certain Businesses from time to time and such promotions will be in accordance with the terms and conditions of such Promotions.

7. CUSTOMER WARRANTIES

1. The Customer acknowledges and agrees:

(a) To use its best efforts to honour a Reservation in accordance with the Details, Special Conditions and/or Preferences including by arriving at the Business on time.

(b) Not to book and/or join multiple Reservations and/or Waitlists where new Reservations and/or Waitlists conflicts with existing Reservations and/or Waitlists;

(c) Not to book and/or join any Reservations and/or Waitlists with the intention of interfering or attempting to interfere with another Customer’s access and use of SocialQ or the Business;

(d) Not to sell or attempt to sell Reservations or Waitlist positions;

(e) That all Data uploaded to SocialQ is current, true and accurate and does not contain any viruses, tracking software or other programming algorithms that may interfere with our privacy, data or computer systems;

(f) To provide its contact details and any other relevant information to the Business for the purposes of government and/or regulatory compliance, including but not limited Coronavirus (COVID-19) requirements;

(g) The Customer is responsible for all fees associated with contacting the Business and/or the Store directly including SMS and phone calls charges;

(h) That the Customer may be asked to complete a survey in connection to their experience using SocialQ and/or the Business;

(i) That the contract formed between the Customer and the Business from a Reservation is solely between the Customer and such Business, and we are not a party to such contract, nor do we assume any responsibility arising out of or in connection with such contract;

(j) That if the Customer is using SocialQ or agreeing to these Terms of Use on behalf of another person or entity, including but not limited to a company or other organisation, the Customer represents and warrants that they have the power and authority to bind such person or entity to the terms of this Agreement; and

(k) That we will not be in any way liable to the Customer or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including for loss of money, goodwill,reputation or Data arising from the Customer’s use of SocialQ.

8. LIMITATION OF USE, SUSPENSION AND TERMINATION

1. In the event that the Customer breaches this Agreement, we may, in our sole discretion:

(a) Refuse and/or limit the Customer’s current or future use of SocialQ;

(b) Cancel any future Reservations and/or Waitlist positions in connection with the Customer and/or the Customer’s Account;

(c) Be regarded as discharged from any further obligations under this Agreement; and

(d) Pursue any additional or alternative remedies provided by law.

2. Where applicable, if we determine the Customer is in breach of this Agreement, we, in our sole discretion and without notice, have the right to limit access, suspend or terminate the Account (if any)

and refuse any and all current or future use of the Account. Such termination shall not release the Customer of any obligations existing at the time their Account is terminated.

3. The Customer has the right to terminate or suspend their Account via their Account or by contacting us info@socialq.net.

4. The following sections of these Terms of Use will survive termination: Customer Warranties; Limitation of Use, Suspension and Termination; Intellectual Property Rights; Indemnity; No Warranties and Limitation of Liability; Governing Law and Jurisdiction; and Entire Agreement.

9. INTELLECTUAL PROPERTY RIGHTS

1. The SocialQ platform, including but not limited to all trade marks, underlying software, code, design, text, graphics, footage, photographs, sound recordings, musical works and other files are owned by, controlled by, or licensed to us (“SocialQ Materials”). All rights are reserved. No SocialQ Materials

may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part other than in accordance with these Terms of Use, without our prior written consent.

10. INDEMNITY

1. The Customer hereby indemnifies us, our officers, directors, employees and licensors against any and all costs, loss or damage suffered or may incur by reason of any Data imported onto SocialQ, the access and use of SocialQ and/or any breach or alleged breach of this Agreement by the Customer.

2. Should we in our sole discretion determine that the Customer has breached these Terms of Use, then nothing herein shall prevent or in any way restrict its right to pursue any of its legal and/or other remedies, including, without limitation, court action.

11. NO WARRANTIES AND LIMITATION OF LIABILITY

1. SocialQ is provided on an "as is" basis and without representations or warranties of any kind to the Customer, whether express or implied, including without limitation as to the quality and/or fitness of SocialQ for a particular use, accessibility or warranties that access to or use of SocialQ will be uninterrupted or error-free. We do not represent that SocialQ will be secure or free of viruses or other harmful material or elements, or that any SocialQ Materials will be correct, accurate, timely or complete.

2. We may direct Customers to third-party websites, and we are not responsible for the content, the accuracy of the information and any products or services available on such third-party websites and/or for any damage of any kind arising from the Customer’s access or use of such third-party websites.

3. We have no liability for consequential loss, loss of profit (actual or anticipated) or for other damages of any kind, however caused, arising in any way out of or in connection with SocialQ, including but not limited to any loss or damage arising from any Reservation and/or Waitlist; the cancellation and/or changes of any Reservation; any errors made in the Listing, Special Conditions, Details, Notification and/or Preferences; Data provided to us; and/or the termination or suspension of any Account. For the avoidance of doubt, we are not responsible for any food, product, service, business practices and/or any information provided to the Customer by the Business and/or Store or on behalf of the Business and/or Store in connection with the Reservation.

12. ASSIGNMENT

1. The Customer acknowledges that this Agreement is personal to it and cannot be assigned, transferred, sold or otherwise disposed of without our prior written consent. We reserve the right to assign the >provisions of this Agreement at any time.

13. GOVERNING LAW AND JURISDICTION

1. These Terms of Use and the access and use of SocialQ shall be governed by and construed in accordance with the laws of Victoria, Australia. By accessing and using SocialQ, the Customer accepts that any dispute under these Terms of Use or arising out of access and/or use of SocialQ shall be subject to the exclusive jurisdiction of the Victorian Courts in Australia and by accessing and/or using SocialQ, the Customer hereby submit to the jurisdiction of such courts for such purposes.

2. Customers are solely responsible for compliance with any applicable laws of the state or country from which they access SocialQ.

14. ENTIRE AGREEMENT

1. This Agreement shall constitute the entire agreement and understanding between the Customer and us concerning the subject matter hereof and supersedes all prior agreements and understanding of Customer and us with respect thereto.

2. If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent.

1. INTRODUCTION

1. Welcome to the SocialQ mobile website located at www.socialq.net (“SocialQ” which is owned and operated by Marketing Melodies pty ltd (“Marketing Melodies” “us/we/our”).

2. SocialQ is an online platform that offers customers a streamlined reservation and waitlist service for retail and hospitality businesses that are listed on the SocialQ (“Services”).

3. Please read these Terms of Use carefully. By accessing or using SocialQ you become a Business (as defined herein) and you agree to be bound by these Terms of Use and our Privacy Policy located at www.socialq.net . These Terms of Use constitute a legally binding agreement between you and us (“Agreement”).

4. We reserve the right to alter, modify, add to or change in any way, any provision of these Terms of Use and may, in its absolute discretion, limit or expand its Services available via SocialQ, without giving prior notice to Businesses. It is your responsibility to check the Terms of Use each time you use SocialQ.

2. DEFINITIONS

1. For the purpose of these Terms of Use the following definitions apply:

“Business” means a retail store or hospitality business that has at least one Listing on SocialQ;
“Customer” means a user of SocialQ;
“Data” means any data or information inputted by a Business into SocialQ;
“Details” means the date, time, number of patrons and store dining area (if applicable) selected by the Customer in connection with a Reservation;
“Listing” means the listing/s of the Store for which Customers may make a Reservation via SocialQ;
“Reservation” means a booking reservation with a Business via SocialQ; and
“Store” means single or multiple retail store/s and/or cafes and/or restaurants registered via SocialQ by the Business in connection with a Listing.

3. ACCOUNT

3.1. In order to access SocialQ as a Business, you must first set up an account by completing the registration process which includes providing your contact, Store and Business details via SocialQ (“Account”).

3.2. The Business is solely responsible for maintaining the confidentiality of their Account and Account password.

4. LISTING

4.1. In creating a Listing, the Business must provide the following details in relation to each Store and Reservation (where applicable):

(a) Business trading hours;

(b) Limit on number of patrons;

(c) Time limits on Reservations;

(d) Business’ cancellation policy;

(e) Special conditions (such as social distancing limits);

(f) Debit or credit card verification (“Credit Card Verification”);

(g) Customer preferences, requests and/or restrictions (“Customer Preferences”);

(h) Any promotional offers (“Promotions”); and

(i) Dining areas (“Conditions”).

4.2. The Business may also provide the following materials to be featured on its Listing:

(a) Description texts of its services and any other relevant information;

(b) Social media handles and website links;

(c) Images, videos and/or other media; and

(d) Menus and/or catalogues (“Promotional Materials”).

4.3. Once the Business posts the Listing, the Listing will appear on SocialQ and a Customer may initiate a Reservation. The Reservation availabilities will be limited based on the Conditions and the Customer will be notified of any specific Conditions in connection with the Reservation prior to completing such Reservation.

4.4. In the event that we deem the Listing to be harmful, objectionable or that it infringes (or potentially infringes) on the rights of others or any applicable law, we have the sole discretion to remove the Promotional Materials and/or Listing (in whole or in part) from SocialQ.

4.5. The Business is solely responsible for providing and maintaining the accuracy and relevancy of the Listing including the Conditions, Promotional Materials and/or all other information represented on the Listing.

5. RESERVATION AND WAITLIST SERVICES

5.1. The Business may use SocialQ’s waitlist services where Customers may be placed on a virtual waitlist for a Reservation that is unavailable at the time a Customer tries to make a Reservation, but where a Reservation may become available in the future (“Waitlist”). A Customer may join a Waitlist via SocialQ directly or through scanning the Business’s QR Code (that will be provided to the Business)

which will link the Customer to the relevant Waitlist on SocialQ.

5.2. In the event that the Business is unable to carry out the Reservation for any reason, the Business may propose to change the Reservation (including to the Details and/or Customer Preferences) and/or cancel the Reservation by notifying the Customer within reasonable time.

5.3. In the event the Customer does not honour its Reservation, the Business may cancel the Reservation.

5.4. It is the sole responsibility of the Business to manage its SocialQ Account, including to:

(a) Check SocialQ regularly for any Reservations and/or cancellations, changes to a Reservation and/or Waitlist; and

(b) Ensure that the availability, changes and cancellations to Reservations and/or Waitlists are accurate and updated via SocialQ including any changes and/or cancellations made to the Business directly.

5.5. Where a Customer has, via SocialQ, made, changed and/or cancelled a Reservation, joined a Waitlist and/or a Reservation becomes available via a Waitlist, the Business is responsible for sending the Customer an SMS confirmation using SocialQ’s various notification options (“Notification”).

6. BUSINESS WARRANTIES

6.1. The Business acknowledges and agrees that:

(a) It will use its best efforts to carry out the Reservation in accordance with the Conditions and/or Promotional Materials featured on the Listing, the Details and/or any other representations made via SocialQ;

(b) If a Reservation (whether completed or not), the Details, and/or Preferences is unable to be completed, SocialQ may suggest alternative options to Customers;

(c) That all Data uploaded to SocialQ is current, true and accurate and does not contain any viruses, tracking software or other programming algorithms that may interfere with our privacy, data or computer systems;

(d) It may use SocialQ to store and record Customer contact details and any other relevant information in connection with the Reservation for the purposes of government and/or regulatory compliance, including but not limited Coronavirus (COVID-19) requirements (“Recording Keeping”);

(e) Where a Business contacts a Customer directly, it is responsible for all the fees associated with contacting the Customer including phone calls charges (but excluding the SMS Notifications sent via SocialQ);

(f) That the contract formed between the Business and the Customer from a Reservation is solely between the Business and such Customer, and we are not a party to such contract, nor do we assume any responsibility arising out of or in connection with such contract;

(g) The Business has the necessary right, title and interest (including but not limited to applicable copyright) to list the Store on SocialQ, and in doing so warrants that no third party rights or applicable laws are infringed;

(h) That if the Business is using SocialQ or agreeing to these Terms of Use on behalf of multiple Stores, another person or entity, including but not limited to a company or other organisation, the Business represents and warrants that they have the power and authority to bind such Stores, person or entity to the terms of this Agreement;

(i) Any Customer personal information provided to the Seller, including but not limited to a Customer’s credit or debit card details, full name and contact information, will be kept confidential and used solely in connection with carrying out the Reservation and in accordance

with the Australian Privacy legislation; and

(j) That we will not be in any way liable to the Business, Store, Customer or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including for loss of money, goodwill, reputation or Data arising from the Store’s and/or Business’ use of SocialQ.

7. PAYMENT

7.1. In exchange of the Business’s use of SocialQ, the Business agrees to pay us the monthly fee as advised by us (“Fee”). The Fee shall be paid in advance via a ‘direct debit’ arrangement with us whereby the Fee will be automatically debited from the Business’s nominated bank account or credit card at the beginning of each month.

7.2. We may, in its full discretion, change the Fee amount and/or the method Fee payment and will give reasonable notice to the Business of such change.

7.3. The Business acknowledges that in the event that we do not receive payment of the Fee in full and on time, the Listing will be removed from SocialQ and the Account and all information relating to Reservations and/or Waitlists will be withheld from the Business until such time that the Fee is paid in full. If the Business has not paid an outstanding Fee after 7 days, the Account will be terminated, and all information relating to existing Reservations and/or Waitlists will be deleted, however data relating to contact tracing can be provided in a spreadsheet upon request from the Business.

8. SUSPENSION & TERMINATION

8.1. If we determine that the Business is in breach of this Agreement, we may, in our sole discretion and without notice, limit access, suspend or terminate the Account and refuse any and all current or future use of the Account. Such termination shall not release the Business of any obligations existing at the time their Account is terminated. In addition to terminating the Agreement, we will be

regarded as discharged from any further obligations under this Agreement and may pursue any additional or alternative remedies provided by law.

8.2. The Business has the right to terminate or suspend their Account via their Account’s page or by contacting info@socialq.net .

8.3. If the Business’ Account is terminated, suspended or otherwise limited the Listing will be removed and existing Reservations and/or Waitlists will be transferred to the Business and deleted from SocialQ.

8.4. The following sections of these Terms of Use will survive termination: Business Warranties; Suspension & Termination; Intellectual Property Rights; Indemnity; No Warranties and Limitation of Liability; Governing Law and Jurisdiction; and Entire Agreement.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. The SocialQ platform, including but not limited to all trade marks, underlying software, code, design, text, graphics, footage, photographs, sound recordings, musical works and other files are owned by, controlled by, or licensed to us (“SocialQ Materials”). All rights are reserved. No SocialQ Materials may be modified, copied, distributed, framed, reproduced, republished, downloaded,

displayed, posted, transmitted, or sold in any form or by any means, in whole or in part other than in accordance with these Terms of Use, without our prior written consent.

9.2. The Business will retain ownership (including intellectual property rights) in any Data uploaded to SocialQ. The Business grants us the irrevocable, non-exclusive right to use the Business’ approved name and image, Promotional Materials and/or Listing for the purposes of providing its Services and promotional purposes throughout all media.

10. INDEMNITY

10.1. The Business hereby indemnifies us, our officers, directors, employees and licensors against any and all costs, loss or damage suffered or may incur by reason of any Data imported onto SocialQ, the access and use of SocialQ and/or any breach or alleged breach of this Agreement by the Business.

10.2. Should we in our sole discretion determine that the Business has breached these Terms of Use, then nothing herein shall prevent or in any way restrict our right to pursue any of its legal and/or other remedies, including, without limitation, court action.

11. NO WARRANTIES AND LIMITATION OF LIABILITY

11.1. SocialQ is provided on an "as is" basis and without representations or warranties of any kind to the Business, whether express or implied, including without limitation as to the quality and/or fitness of SocialQ for a particular use, accessibility or warranties that access to or use of SocialQ will be uninterrupted or error-free. We do not represent that SocialQ will be secure or free of viruses or other harmful material or elements, or that any SocialQ Materials will be correct, accurate, timely or complete.

11.2. We have no liability for consequential loss, loss of profit (actual or anticipated) or for other damages of any kind, however caused, arising in any way out of or in connection with SocialQ, including but not limited to any loss or damage arising from:

(a) Any Reservation and/or Waitlist;

(b) Any cancellations, changes, Customer failure to show in connection with any Reservation and/or Waitlist;

(c) Any errors and/or representations directly made to the Customer in connection with the Reservation and/or Waitlist;

(d) Any errors and/or representations made via SocialQ in connection with the Reservation and/or Waitlist availability, Conditions, Credit Card Verification, Customer Preferences, Promotional Materials, Promotions, Listing and/or Notification;

(e) Any errors or failures relating to Recording Keeping;

(f) Data provided to us; and/or

(g) The termination or suspension of any Account.

11.3. For the avoidance of doubt, we are not responsible for any food, product, service, Business practices and/or any information provided to the Customer by the Business and/or Store or on behalf of the Business and/or Store in connection with the Reservation.

12. ASSIGNMENT

12.1. The Business acknowledges that this Agreement is personal to it and cannot be assigned, transferred, sold or otherwise disposed of without our prior written consent. We reserve the right to assign the provisions of this Agreement at any time.

13. GOVERNING LAW AND JURISDICTION

13.1. These Terms of Use and the access and use of SocialQ shall be governed by and construed in accordance with the laws of Victoria, Australia. By accessing and using SocialQ, the Business accepts that any dispute under these Terms of Use or arising out of access and/or use of SocialQ shall be subject to the exclusive jurisdiction of the Victorian Courts in Australia and by accessing and/or using

SocialQ, the Business hereby submits to the jurisdiction of such courts for such purposes.

13.2. The Business is solely responsible for compliance with any applicable laws of the country from which they access SocialQ.

14. ENTIRE AGREEMENT

14.1. This Agreement shall constitute the entire agreement and understanding between the Business and us concerning the subject matter hereof.

14.2. If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent.