Spectra Reserve — Merchant Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between Spectra Tech Corp. ("Spectra", "we", "us", "our") and the entity, restaurant, bar, or other establishment you represent ("Merchant", "Establishment", "you", "your"). These Terms govern your access to and use of the Spectra Reserve platform, website, applications, and related services (collectively, the "Service").

By creating an account, signing an order form, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. Authority and Account Registration

You represent and warrant that you are of the legal age of majority in your jurisdiction and have the legal authority to bind the Merchant to these Terms. You are responsible for all activity occurring under your account. You agree to provide accurate, current, and complete information during registration and keep it updated. You must safeguard your staff login credentials; Spectra Tech Corp. is not liable for any loss or damage arising from unauthorized access due to your failure to secure your credentials.

2. The Service and Platform Scope

Spectra Reserve provides technology allowing you to manage reservations, waitlists, table management, guest communications, and marketing.

Modifications: We continually evolve the Service. We may update, add, or remove features at any time without prior notice.
Third-Party Integrations: The Service may interact with third-party software (e.g., POS systems, payment processors). We are not responsible for the performance, reliability, security, or data handling practices of any third-party systems.
Hardware and Connectivity: You are solely responsible for obtaining, securing, and maintaining the hardware devices and internet connections required to access the Service.

3. Compliance and Acceptable Use

You agree not to misuse the Service. Specifically, you shall not:

Use the Service for any illegal, fraudulent, or unauthorized purpose.
Interfere with, disrupt, or attack the Service (e.g., via scraping, viruses, or DDoS attacks).
Reverse engineer, decompile, or attempt to extract the source code of the Service.
Resell, sublicense, or commercially exploit the Service without our express written consent.
Use the Service to send unsolicited communications (e.g., spam).

4. SMS, Email Communicatons, and Marketing

The Service allows you to send SMS and email notifications (e.g., booking confirmations, marketing) to your guests.

Your Responsibility: You are solely responsible for ensuring that your communications comply with all applicable laws, including but not limited to Canada’s Anti-Spam Legislation (CASL), the US Telephone Consumer Protection Act (TCPA), and any applicable do-not-call registries.
Consent: You represent and warrant that you have obtained all legally required consents from your guests before sending them any communications through the Service.

5. Privacy and Data Protection (Law 25 & PIPEDA)

As a company based in Quebec, we are subject to strict privacy frameworks including Law 25 and PIPEDA.

Guest Data: You are the data controller (or equivalent under applicable law) for any guest personal information you collect via the Service. You must maintain a privacy policy that accurately discloses how you collect, use, and share this data.
Our Role: Spectra Tech Corp. acts as your service provider/data processor. We process guest data solely to provide the Service to you, as detailed in our Merchant Privacy Policy.
Obligation to Secure Data: You are responsible for securing the data you extract or export from the Service.

6. Payments, Deposits, and Third-Party Processors

If you use the Service to collect reservation deposits, cancellation fees, or ticketing revenues:

Transactions are processed by third-party payment gateways (e.g., Stripe). Spectra Tech Corp. does not directly hold or process your funds.
You are entirely responsible for handling disputes, refunds, and chargebacks with your guests. We are not liable for any uncollected fees, fraudulent charges, processing delays, or API failures of third-party payment processors.

7. Fees, Taxes, and Subscription Terms

Paid features are subject to the fees displayed in the Service or your executed order form.

Billing: Subscription fees are billed in advance and are non-refundable.
Taxes: You are responsible for all applicable taxes (e.g., GST/HST, QST) arising from your use of the Service, unless stated otherwise.
Price Changes: We may change our pricing with prior notice. Continued use after the change takes effect constitutes your agreement to pay the modified amount.

8. Intellectual Property and Content

Spectra's Rights: Spectra Tech Corp. owns all right, title, and interest in the Service, including its software, designs, trademarks, and algorithms.
Your Content: You retain ownership of the data, menus, images, and text you upload ("Merchant Content"). You grant us a worldwide, royalty-free license to use, host, display, and modify your Merchant Content to perform the Service, to feature your establishment on our consumer-facing platforms, and for our own promotional and marketing purposes (e.g., listing you as a customer on our website).

9. Hospitality-Specific Disclaimers

Health, Safety, and Allergies: The Service acts merely as a conduit for information. You are exclusively responsible for reviewing guest notes regarding dietary restrictions or allergies. Spectra Tech Corp. assumes zero liability for physical harm, allergic reactions, or health-related incidents occurring at your physical establishment.
Age-Restricted Services: You are fully responsible for verifying guest age and identity on-site, including for the sale of alcohol or admission to age-restricted events.
Overbooking and Guest Behavior: We are not responsible for guest conduct, no-shows, or loss of revenue. Furthermore, we are not liable for overbooking incidents, even if resulting from a synchronization delay or technical error within the Service.

10. Warranties and Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. To the maximum extent permitted by applicable law, Spectra Tech Corp. expressly disclaims all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, entirely secure, or that any defects will be corrected.

11. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Spectra Tech Corp. or its affiliates, directors, or employees be liable for:

Any indirect, incidental, special, consequential, or punitive damages.
Any loss of profits, revenue, business opportunities, goodwill, or data.
Any damages resulting from your interactions, disputes, or liabilities with your guests.

Our total, aggregate liability arising out of or related to these Terms or the Service shall not exceed the total amount paid by you to Spectra Tech Corp. for the Service in the twelve (12) months preceding the event giving rise to the claim, or if no fees were paid, $100.00 CAD. (Note: These limitations apply except where liability cannot be limited by law, such as for intentional fault or gross negligence under the Civil Code of Quebec).

12. Indemnification

You agree to defend, indemnify, and hold harmless Spectra Tech Corp. from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:

Your breach of these Terms.
Your operation of your establishment, including any disputes with your guests (e.g., food poisoning, bad service, cancelled reservations).
Your violation of any law, including CASL, Law 25, or TCPA.
Your Merchant Content infringing on third-party intellectual property rights.

13. Suspension, Termination, and Force Majeure

By You: You may stop using the Service at any time.
By Us: We may suspend or terminate your access to the Service immediately if you breach these Terms, fail to pay fees, or if your use poses a legal or security risk to Spectra or our users.
Data Deletion: Upon termination, your right to use the Service immediately ceases, and we reserve the right to delete any of your data from our systems without further notice or liability.
Force Majeure: Spectra Tech Corp. shall not be liable for any delay or failure to perform its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, cyberattacks, systemic internet failures, server outages, pandemics, or government actions. Provisions related to limitation of liability, indemnification, intellectual property, and governing law shall survive termination.

14. General Provisions

Governing Law: These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein. Any disputes shall be subject to the exclusive jurisdiction of the courts located in the judicial district of Montreal, Quebec.
Relationship of Parties: You and Spectra Tech Corp. are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
Assignment: You may not assign or transfer these Terms or your account without our prior written consent. We may freely assign these Terms.
Waiver: No failure or delay by us in exercising any right will constitute a waiver of that right.
Class Action Waiver: TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO RESOLVE ANY DISPUTES ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Severability: If any provision is found to be unenforceable, the remaining provisions will continue in full force and effect.
Entire Agreement: These Terms (and any executed order forms) constitute the entire agreement between you and Spectra Tech Corp. regarding the Service.
Changes: We may modify these Terms at any time. Continued use of the Service constitutes acceptance of the updated Terms.
Language (Bill 96): The parties acknowledge they have expressly required that these Terms and all related documents be drafted in English. Les parties aux présentes reconnaissent avoir expressément exigé que les présentes Conditions et tous les documents y afférents soient rédigés en anglais.

15. Contact Information

If you have legal or general questions, please contact us at: Spectra Tech Corp. Email: support@joinspectra.com