Scope and Updates

Welcome to What If Syndicate (“WIS”). These Terms of Use (“Terms”) govern your use of our websites, including without limitation, www.whatifsyndicate.com, www.ettarestaurant.com, www.mapleandash.com, www.celestinarooftop.com, www.thecafesophie.com, www.kessakurestaurants.com, and www.monarchrestaurants.com (collectively, the “Site”), and any WIS mobile applications, online services, and other services, tools, or programs offered by WIS, any interaction with our physical restaurants, the personnel at the restaurants, or where these Terms appear (collectively, the “Services”). WIS or its affiliates or subsidiaries (collectively, “WIS,” “our,” “we,” or “us”) provides the Site and Services. “You” refers to you as a user of the Site or Services.

BY USING THE SITE OR SERVICES, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY. THESE TERMS CONTAIN AN ARBITRATION PROVISION AND WAIVER OF CERTAIN RIGHTS IN SECTION 17

Eligibility

You must be at least 13 years old to use the Site or the Services, except that some Services might require that you must be 18 years or older.  If you are under the age of majority in your state of residence, a minor, your parent or legal guardian must agree to these Terms on your behalf and you may only access and use the Site and Services with permission from your parent or legal guardian.

Additional Terms

Some of our Services may have additional terms and conditions (“Additional Terms”), which are incorporated herein by this reference. By using that Service, you agree to the Additional Terms.

Acceptable Use of the Site and Services

You are responsible for your use of the Site and Services, and for any use of the Site or Services made using your account.  Our goal is to create a positive, useful, and safe user experience.  To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us.  When you use the Site or Services, you may not:

• violate any law or regulation or violate these Terms;
• violate, infringe, or misappropriate the intellectual property, privacy, publicity, or other legal rights of any other party;
• post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
• send unsolicited or unauthorized advertising or commercial communications, such as spam;
• engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Site or Services;
• transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
• stalk, harass, or harm another individual;
• impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
• use any means to scrape or crawl any web pages contained in the Site or the Services or to harvest or otherwise collect information about individuals;
• attempt to cause damage to or through the Services or to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Site or Services;
• attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Site or Services; or
• use the Services in any way that results in the commercial resale of WIS products without the prior written consent of WIS; or
• advocate, encourage, or assist any third party in doing any of the foregoing.

Some of the Services are made through the use of third-party suppliers and service providers (“Suppliers”). In addition to other Suppliers, the Services are supported by services provided by Google. By using the Services, you agree to comply with all terms and notices as Google may provide (including the Google Privacy Policy).

Availability, Prices, and Promotions

Identical Services may not be available in all geographic areas. Where available, prices and menus may vary.

Receipt and availability of promotional offers and discounts may vary by location and recipient. Promotional offers and discounts may result in different amounts charged to different users for the same or similar services or goods obtained through the use of the Services. All promotions, offers and discounts are subject to the terms and exclusions identified on or in connection with them. Unless expressly stated on the offer or discount, promotional offers and discounts are subject to change or withdrawal at any time and without notice.

Online Ordering

WIS may provide you the ability to order online from certain of the restaurants using the Services and Suppliers. These Terms apply to orders placed through the Services and Suppliers. Ordering may not be available for all restaurants, and the restaurants do not sell the same menu items. Images of menu items on the Site or Services may not be identical to what is available or that you may receive from an individual restaurant.

You are responsible for payment of your order by means of a payment option made available through the online ordering Services and Suppliers at the time of ordering. Before you submit an order, you must provide a valid form of accepted payment to use with your order. WIS will charge, and you authorize WIS to charge, the payment method you specify at the time of your order. We use third party providers and may accept various third-party services to process payments. The restaurant identified when you place your order is responsible for preparing and fulfilling your order and for any questions or other communications regarding your order.

You understand that: (1) the prices for similar menu items may differ depending on geography and the specific restaurant within any geography; and (2) WIS reserves the right to change the prices displayed through the online ordering Services and Suppliers and applicable fees or surcharges at any time. Prices for menu items do not include applicable taxes, and fees, separately stated delivery and service fees, or related surcharges. Charges paid for completed orders are final and non-refundable. WIS has no obligation to provide refunds or credits, but may grant them, in our sole discretion. Refunds, if any, of amounts paid for cancelled catering orders will be identified at the time of cancellation.

Minimum order amounts may apply for orders placed through the online ordering Services or Suppliers. Any applicable taxes and fees, separate delivery and service fees, or other related surcharges due in connection with your order will be identified on the checkout screen before you place your order. If you do not agree to the prices charged for the items listed or any delivery fee, service fee or related surcharge identified on the checkout screen, do not proceed with ordering. There may be limits on the dollar amounts and number of orders that may be placed through the online ordering Services. Discounts and other offers may not all be able to be combined with orders placed through online-ordering Services. Certain accounts (for example, a corporate catering account) will have limitations on available functionality as identified by the account holder.

Third parties may offer online ordering and/or delivery services through their own websites, apps or other means. WIS does not review and is not responsible for any statements, claims (including price representations) made on those third-party sites or apps and has no responsibility to you for an order made through a third party. Any issue with or complaint regarding any of these third-party services or orders placed through them should be directed to that service and not to WIS.

User Content

The Site and some of the Services allow you to upload, store, send, or receive content and data (“User Content”). User Content does not include Submissions (defined below). You retain ownership of any intellectual property rights that you hold in that User Content. When you upload, submit, store, send, or receive User Content to or through the Site or Services, including without limitation, through use of WIS-branded hashtag(s), you give us permission to reproduce and use your User Content as follows: you grant to us and those we work with a license to use, host, store, reproduce, modify, create derivative works (such as translations, adaptations, or other changes we make so that User Content works better with the Site and Services), publicly perform, publicly display, and distribute your User Content. This license is for the limited purpose of operating, promoting, and improving the Site and Services, and to develop new Services. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. This license is fully-paid and royalty free, meaning we do not owe you anything else in connection with our use of your User Content. We may exercise our rights under this license anywhere in the world and in any media. Lastly, this license is perpetual, meaning that our rights under this license continue even after you stop using the Site and Services.

You promise that:

• you own all rights to your User Content or, alternatively, that you have the right to give us the rights described above; and
• your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

You understand and agree that any use by us of User Content is in our sole discretion – we have no obligation to utilize User Content you submit. We may refuse to accept or transmit User Content for any reason. We may remove User Content from the Site or Services or any other service or location for any reason.

Submission of any remarks, suggestions, material, information, ideas, or other communications (each a “Submission”) to the Services, including those on a public-facing forum made available through the Services, will be maintained by WIS, and at WIS’s discretion shall be deemed to transfer to WIS all present and future ownership and intellectual property rights in such Submission. All Submissions by you are voluntary. WIS has no obligation to treat a Submission as confidential or to compensate you in any manner for the Submission. You agree that WIS has the right, but not the obligation, to display and use your name, likeness and other personal information submitted by you in connection with a Submission. If any court determines that WIS does not retain exclusive ownership of any Submission, then WIS retains a royalty free, exclusive, perpetual, sublicensable (through multiple tiers) right and license to use, reproduce, cache, modify, display, publicly perform, transmit, adapt, publish, translate, create derivative works from and distribute the Submission throughout the universe in any medium and through any methods of distribution, transmission and display whether now known or hereafter devised. Please also review our Privacy Policy regarding use of your feedback and Submissions. We are unable to review new ideas from outside the WIS system. You expressly waive any and all claims against WIS in connection with WIS’s consideration, use, or development of any product, design, concept or other materials similar or identical to your Submission now or in the future.

Ownership

Other than User Content, we own or license all right, title, and interest in and to (a) the Site and Services, including all software, text, media, and other content available on the Site and Services (“Our Content”); and (b) our trademarks, logos, and brand elements (the “Marks”). The Site and Services, Our Content, and Marks are all protected under U.S. and international laws. The look and feel of the Site and Services are copyright © What If Syndicate, and each of its individual affiliated restaurants. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from WIS.

You are granted a limited, non-sublicensable license to access and use the Site and Services, and all material therein, for personal, informational and consumer transactional purposes only, including the dissemination of content to the extent specifically allowed through any provided third-party functionality made available through the Services that allow you to post content from the Site and Services to your personal social media account(s). This limited license does not include the resale, commercial use, distribution, public display or performance of the Site and Services or any materials therein, nor does it permit the modification or the making of derivative uses of the Site and Services or of any materials therein, reverse engineering of any Site or Service for any purpose, or the use of any data mining, spiders, robots or similar data gathering or extraction methods thereon.

Copyright and Intellectual Property Policy

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.  If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

•  Your address, telephone number, and email address.
• A description of the copyrighted work that you claim has been infringed.
• A description of where the alleged infringing material is located.
• A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law.
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
• A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Copyright Agent:

What If Syndicate
Email: [email protected]

For clarity, only copyright infringement notices should go to our Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section your notice may not be valid.

Privacy; Your Account

Your privacy is very important to us. Our Privacy Policy explains how we collect, use, protect, and when we share personal information and other data with others. When you agree to these Terms (and any applicable Additional Terms) you acknowledge that you have reviewed or been provided the opportunity to review our Privacy Policy.

In order to access some features of the Services, you may have to create an account. You may never use another’s account without permission. You are responsible for maintaining the confidentiality of your account information, including, without limitation, your username and password and payment method information. You should not use the same username and password for any WIS account as you use for other accounts. You are responsible for all activities that occur under your account and you agree to notify us immediately of any unauthorized access or use of your account. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your account.

Links; Third Party Providers and Content

The Site and Services may contain links to other websites and online resources. A link to a third-party’s website does not mean that we endorse it or that we are affiliated with it. You may also have the ability to interact with your account through third-party services or choose to have portions of your account information accessible by third parties. Your access to, purchase, download, or use of third-party websites or services is governed by such third-party’s terms and conditions and privacy policy, as applicable. You should always read the terms and conditions and privacy policy applicable to third-party websites or services before using or accessing them. By consenting to such interactions, you acknowledge and agree that: (i) third-party providers will have access designated by you to your information and that it is your sole responsibility to evaluate any risks related to your sharing of information with third-party providers; and (ii) we have no control over, and will have no liability for, any damage or loss related to the use of any third-party services or websites. Further, we disclaim all liability for the functionality of any third-party websites or services and, unless otherwise expressly provided, for their interoperability with our Services.

WIS may provide third-party content on the Services (including embedded content) and links to web pages and content of third parties, including WIS-branded content and/or web pages (collectively, “Third Party Content”). We may also make our Services available to you through your use of services of third parties, such as LinkedIn, Facebook, or Instagram. When you visit other sites via Third Party Content, or utilize the services of third parties, the terms and policies of the third party sites/services govern such third party site/services, including without limitation use of any of your account information that you choose to make available to such third party. It is your responsibility to determine when you are accessing Third Party Content or services. We do not control, endorse or adopt any Third Party Content or service, including the advertisements or promotions of any third party, and the inclusion of any link to and/or reference to Third Party Content or availability of Third Party service in connection with use of any WIS Service does not imply WIS’s endorsement, affiliation or adoption of the Third Party Content or service, and WIS makes no guarantee as to its accuracy, completeness, reliability or suitability for your purposes. You agree to comply with all applicable laws, regulations, and terms applicable to your use of any such third-party services. You acknowledge and agree that WIS is not responsible or liable in any manner for Third Party Content or services.

Employment Opportunities

The Careers portion of the Site allows you to find information about and apply for jobs. WIS is committed to the principles of equal employment opportunity. Applicants are considered for all positions without regard to race, color, religion, marital status, pregnancy, national origin, disability, genetic information, military status or veteran status, sexual orientation, gender, gender identity or expression, age, or any other status protected by applicable law. WIS encourages all qualified applicants to apply. For more information on personal information that we may collect with respect to potential employment, please review our Job Applicant Privacy Notice.

Changes to the Site or Services

We enhance and update the Site and Services often. We may change or discontinue the Site or Services at any time, with or without notice to you.

Termination

We reserve the right to not provide the Site or Services to any person. We also reserve the right to terminate any user’s right to access the Site or Services at any time, in our discretion. If you violate any of these Terms, your permission to use the Site and Services automatically terminates.

Disclaimer and Limitations on Our Liability

YOU USE THE SITE AND SERVICES AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR COMPANY AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“AFFILIATES”) DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

IN PARTICULAR, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES, OR THE CONTENT OF ANY WEBSITES OR ONLINE SERVICES LINKED TO OR INTEGRATED WITH THE SITE OR SERVICES.  OUR COMPANY AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES.

YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Because some states do not permit the exclusion or limitation of certain damages, in such jurisdictions, liability is limited to the fullest extent permitted by such state law.

Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless our company and its Affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you or anyone using your account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

 

Arbitration Agreement & Waiver of Certain Rights

Except as set forth below, you and we agree that we will resolve all existing and future disputes between us (including any disputes between you and a third-party agent of ours, and any disputes that arose prior to your acceptance of these Terms) through binding and final arbitration instead of through court proceedings.  You and we hereby waive any right to a jury trial of any Claim (defined below).  All controversies, claims, counterclaims, or other disputes arising between you and us or you and a third-party agent of ours (each a “Claim”) shall be submitted for binding arbitration in accordance with the Consumer Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. You and we agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this agreement. However, the Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, scope or formation of this Agreement including, but not limited to, a claim that all or any part of this Agreement is void or voidable.

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems
appropriate.

Neither you nor we may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or our individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. The arbitrator may award in the arbitration the same damages or other relief available under applicable law subject to any applicable limitation of liability, including injunctive and declaratory relief, as if the action were brought in court on an individual basis.

If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Terms. This Section of the Terms will survive the termination of your relationship with us.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

Other Provisions

Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.

These Terms will be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any conflict of laws rules or provisions.

You agree that any action of whatever nature arising from or relating to these Terms, the Site, or Services, which is neither a copyright matter nor subject to arbitration, will be filed only in the state or federal courts located in the State of Illinois in Cook County. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.

The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future.

We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.

Changes to These Terms

From time to time, we may change these Terms. If we change these Terms, we will give you notice by posting the revised Terms on the Site. Those changes will go into effect on the Revision Date shown in the revised Terms. By continuing to use the Site or Services, you are agreeing to the revised Terms.

Please print a copy of these Terms for your records and PLEASE check the Site frequently for any changes to these Terms.