1. Agreement to Terms

These Terms of Service (the “Terms”) are a legally binding agreement between you, on behalf of yourself or the business you represent (“Customer,” “you,” or “your”), and Dineline Inc. (“Dineline,” “Company,” “we,” “us,” or “our”). These Terms govern your use of www.dineline.co and any related websites, landing pages, forms, and media channels (the “Website”), and any services provided by Dineline (the “Services”).

By accessing the Website or using the Services, you confirm that you have read, understood, and agree to these Terms. If you do not agree, you must not use the Website or the Services.

Supplemental terms, including any signed proposal, order form, or service agreement (an “Order”), are incorporated into these Terms by reference. We may update these Terms at any time. We will post the updated Terms on this page and update the effective date, and we will notify customers of material changes using the contact information they have provided. Your continued use of the Website or Services after an update means you accept the updated Terms.

You confirm that you are at least 18 years old and able to enter into these Terms. The Website and Services are for business use by adults only.

2. Definitions

2.1. “Customer Sites” means websites, webpages, landing pages, applications, ad accounts, social media pages, or other media provided to or integrated with the Services so that Dineline can provide them.

2.2. “Effective Date” means the earlier of the date Customer submits or signs its initial Order, or the date stated in the Order.

2.3. “Order” means any proposal, order form, service agreement, invoice, or online request for Services that is accepted by Dineline.

2.4. “Service Description” means the description of the Services and any related terms set out in an Order or on the Website, as updated from time to time.

2.5. “Company Marks” means the names, logos, icons, images, branding, and other content used to identify Dineline.

3. The Services

3.1. Right to Use the Services. Subject to these Terms, Dineline will provide the Services described in the Order. Dineline grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use any components needed to access and use the Services during the term of the Order. Customer agrees to use the Services in accordance with our Data Collection Policy, available at https://dineline.co/data-collection-policy/ and incorporated into these Terms by reference.

3.2. Customer Materials. Customer grants Dineline a non-exclusive, royalty-free license to use Customer’s names, logos, menus, photos, videos, and other materials provided to Dineline, solely to provide the Services, including in advertising created for Customer. Customer represents that it owns or has the rights to these materials and that their use will not infringe the rights of any third party.

3.3. Support and Updates. Support is provided as described in the applicable Order or Service Description. Dineline may update or improve the Services at its discretion.

4. Results, Guarantees, and Testimonials

4.1. No Guarantee of Results. Marketing and advertising results depend on many factors outside Dineline’s control, including Customer’s location, offer, pricing, operations, competition, seasonality, and advertising platform policies. Except for any guarantee expressly set out in a signed Order, Dineline does not guarantee any specific number of customers, views, leads, sales, revenue, or other results.

4.2. Guarantees in an Order. Any performance guarantee applies only as written in the signed Order, including its eligibility requirements, measurement method, conditions, and remedy. If those conditions are not met, the guarantee does not apply.

4.3. Testimonials and Examples. Testimonials, case studies, and results shown on the Website reflect the experiences of specific clients and are not a promise or prediction of the results any other customer will achieve.

5. Intellectual Property

5.1. Proprietary Rights. Except for the limited rights granted in these Terms, Customer has no right, title, or interest in the Company Marks, the Services, or any related intellectual property. Dineline and its licensors retain all rights in the Website and Services, including all modifications, enhancements, and derivative works.

5.2. Company Marks. Customer will not use, register, or apply to register any trademark, business name, domain name, or social media handle that includes or is confusingly similar to a Company Mark. Reproducing, copying, or redistributing any materials or design elements of the Website or Services for commercial purposes is prohibited without Dineline’s prior written permission.

5.3. Feedback. Any ideas, suggestions, or improvements you provide about our Services belong to Dineline, and Dineline may use them without compensation to you.

6. Orders, Fees, and Payment

6.1. Orders. Customer may order Services through Dineline’s ordering process. All Orders are subject to Dineline’s acceptance. Customer must provide current, complete, and accurate information and keep it up to date.

6.2. Fees and Payment. Customer is responsible for all fees set out in the Order, including any one-time setup or onboarding fees (the “Fees”). Unless the Order states otherwise, Fees are due on the date shown on the invoice. Customer must notify Dineline of any billing dispute within fifteen (15) days of the invoice date and work in good faith to resolve it. Where applicable, Customer authorizes Dineline to charge the payment method on file according to the billing schedule in the Order. Dineline is not responsible for any overdraft or other fees charged by Customer’s bank.

6.3. Advertising Spend. Unless the Order states otherwise, advertising budgets paid to platforms such as Meta or Google are separate from Dineline’s Fees and are Customer’s responsibility.

6.4. Additional Services and Price Changes. Additional Services ordered after the Effective Date are subject to these Terms. Dineline may change its prices after the initial term of an Order with prior notice, effective from the next billing cycle.

6.5. Late Payments. Dineline may suspend or terminate the Services for non-payment of undisputed Fees, and Customer agrees to reimburse Dineline for reasonable costs of collecting overdue amounts.

6.6. Taxes. Customer is responsible for all applicable taxes on the Services, except taxes based on Dineline’s net income.

7. Customer Accounts and Responsibilities

7.1. Customer is responsible for (i) keeping its account logins and passwords confidential, (ii) all activity under its accounts, (iii) the security of its own systems used to connect to the Services, and (iv) giving Dineline the access to Customer Sites, ad accounts, and systems needed to perform the Services. Customer must notify Dineline immediately of any unauthorized use of its account.

7.2. Customer will not provide false information, impersonate another person or business, or provide misleading information through the Website or Services.

7.3. Customer is responsible for its own products, services, offers, pricing, and operations, including honoring any offers or promotions that Customer approves for use in advertising.

8. Prohibited Activities

8.1. Customer represents that Customer Sites and materials do not relate to pornography or sexually explicit content, hate speech, illegal drugs, or any illegal activity, and do not violate the intellectual property or other rights of third parties. Dineline makes the final decision about what is appropriate.

8.2. The Services are for professional and business use only.

8.3. You will not place an unreasonable burden on, interfere with, or attempt unauthorized access to the Website, the Services, or Dineline’s systems.

8.4. You will not use bots, click farms, fake clicks, or any other technique to create fake or misleading activity on the Website, the Services, or Customer Sites.

8.5. Except as permitted by law, you will not (i) copy, modify, reverse engineer, or decompile any part of the Website or Services; (ii) resell the Services to third parties without authorization; (iii) use the Services in violation of applicable laws or advertising platform policies; (iv) use the Website or Services for competitive analysis if you are a competitor of Dineline; or (v) represent that Dineline is a warrantor or seller of your products or services.

8.6. Dineline may suspend or terminate your use of the Website and Services without notice for any violation of this section.

9. Communications

By submitting your contact information through the Website, you agree that Dineline may contact you by email, phone, and text message as described in our Data Collection Policy. You can opt out of marketing emails using the unsubscribe link, and out of text messages by replying STOP. Message and data rates may apply.

10. Privacy

Our Data Collection Policy, available at https://dineline.co/data-collection-policy/, explains how we collect, use, and share personal information, and is incorporated into these Terms by reference.

11. Third-Party Sites and Platforms

The Website and Services may link to or depend on third-party websites and platforms, such as Meta, Google, and other advertising, scheduling, and software providers. Dineline does not control these third parties and is not responsible for their content, availability, policies, or actions, including ad account restrictions, policy changes, or outages.

12. Compliance With Laws

Dineline and Customer will each comply with all applicable laws, including advertising, consumer protection, data protection, and privacy laws. Customer is responsible for giving its own customers any notices, and obtaining any consents, required by law for the data collected through Customer Sites. Dineline may terminate its agreement with Customer immediately for non-compliance with applicable laws.

13. Disclaimer of Warranties

THE WEBSITE, SERVICES, AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT AS EXPRESSLY STATED IN A SIGNED ORDER. DINELINE DOES NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DINELINE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, ARISING FROM OR RELATED TO THE WEBSITE OR SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DINELINE’S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO DINELINE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE.

15. Indemnification

You agree to defend, indemnify, and hold harmless Dineline and its affiliates, officers, directors, employees, and contractors from all claims, liabilities, damages, and expenses, including reasonable attorneys’ fees, arising from your misuse of the Website or Services, your violation of these Terms or applicable law, or the materials, products, offers, or services you provide.

16. Additional Terms

16.1. Trials and Promotions. Dineline may offer the Services on a trial or promotional basis as described in an Order. Unless the Order states otherwise, trial Services are provided “as is,” and Dineline may modify or end any trial or promotion at any time.

16.2. Copyright Complaints. If you believe content in the Services infringes your copyright, email hello@dineline.co with the information required by the Digital Millennium Copyright Act (DMCA), including a description of the work, where the material is located, your contact information, a good-faith statement, a statement under penalty of perjury that your notice is accurate and that you are authorized to act, and your signature.

16.3. Suspension. Dineline may temporarily suspend the Services if needed to protect the security of the Services or other customers, and will work to restore them promptly.

16.4. Assignment. Neither party may assign these Terms without the other party’s prior written consent, which will not be unreasonably withheld, except as part of a merger, reorganization, or sale of all or substantially all of its assets.

16.5. Notices. Legal notices must be in writing and delivered in person, by courier, by certified mail, or by email with confirmation of receipt, to the address on Customer’s account or, for Dineline, to the address in Section 20. Dineline may also provide notices by posting them on the Website.

16.6. Entire Agreement and Order of Precedence. These Terms, together with any Order and our Data Collection Policy, are the entire agreement between the parties about the Services. If there is a conflict, the signed Order controls, then these Terms, then any Service Description.

16.7. General. The parties are independent contractors. No waiver is effective unless in writing, and failure to enforce a term is not a waiver. Neither party is responsible for delays caused by events beyond its reasonable control, such as natural disasters, war, internet or platform outages, labor disputes, or government action.

17. Severability

If any part of these Terms is held invalid or unenforceable, it will be interpreted to reflect the parties’ original intent as closely as possible, and the rest of these Terms will remain in full effect.

18. Governing Law and Disputes

18.1. Governing Law. These Terms are governed by the laws of the State of California, without regard to its conflict-of-law rules.

18.2. Arbitration. Any dispute arising from or relating to the Website, the Services, or these Terms, including disputes about the scope or enforceability of this provision, will be resolved by binding arbitration administered by the American Arbitration Association under its applicable rules, held in Culver City, Los Angeles County, California. Judgment on the award may be entered in any court with jurisdiction. BY AGREEING TO THESE TERMS, YOU ARE GIVING UP THE RIGHT TO HAVE DISPUTES DECIDED IN COURT OR BY A JURY.

18.3. Class Action Waiver. All claims must be brought on an individual basis. Neither you nor Dineline may bring or participate in any class, consolidated, or representative action or arbitration.

18.4. Attorneys’ Fees. In any dispute, action, or arbitration related to these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

19. Changes to These Terms

We may update these Terms from time to time. The updated Terms will be posted on this page with a new effective date.

20. Contact Us

Dineline
Email: hello@dineline.co
Address: 700 NE 25th St., Miami, FL, United States

Effective Date: January 1, 2024