QuenchTime | Restaurants

QuenchTime^TM

Website Terms of Use

Introduction

Welcome, we would like to take this opportunity to thank you for visiting the QuenchTime website (the “Website”) and any of our mobile sites and applications. QuenchTime is the name by which The Ultimate Wine Club Inc. is doing business and is referred to as QuenchTime herein. Our website is www.quenchtime.com.

Acceptance of Terms of Use

The Terms of Use represent the entire agreement between QuenchTime and its members and others using, visiting, or browsing the Website (“you” or “Members”), superseding all prior or contemporaneous agreements, representations, warranties, and understandings with respect to the QuenchTime website (“Website”), the content, products, or services provided by or through the Website, and subject to these Terms of Use. Acceptance of such terms is evidenced by using, visiting, or browsing the Website, without limitation or qualification.

Changes to the Terms of Use

QuenchTime has the right to make changes, modifications, alterations, or deletions of any content of these Terms at any given time. Due to timely updates, you are expected to occasionally visit this page to identify revisions to which you are bound. Use of the Website before and after changes made, signifies acceptance, agreement, and assent of the Terms of Use and are therefore bound to the existing rules.

Copyright and Trademark Notice

Unless otherwise specified, all materials appearing on this Website, including the text, site design, logos, graphics, icons, and images, as well as the selection, assembly, and arrangement thereof, are the sole property of QuenchTime. The materials, information and software (the "Materials") contained in this Site are protected by applicable copyright and trademark law. You may use the content of this Website only for the purpose of placing an order on this Website, perusing restaurants, viewing advertisements and offers we may post on the Website, or shopping on this Website, and for no other purpose. No materials from this Website may be copied, reproduced, modified, republished, uploaded, posted, transmitted, or distributed in any form or by any means without our prior written permission. All rights not expressly granted herein are reserved. Any unauthorized use of the materials appearing on this Website may violate copyright, trademark, and other applicable laws and could result in criminal or civil penalties.

We respect the intellectual property rights of others. Accordingly, we have a policy of removing user submissions (“Submissions”) that violate copyright law, suspending access to the Services (or any portion thereof) to any user who uses the Services in violation of copyright law, and/or terminating in appropriate circumstances the account of any user who uses the Services in violation of copyright law. Pursuant to Title 17 of the United States Code, Section 512, the Digital Millennium Copyright Act of 1998 (“DMCA”), we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe a user of the Services is infringing your copyright, please provide written notice to our agent listed below for notice of claims of copyright infringement.

QuenchTime, 11450 SE Dixie Hwy, Suite 206, Hobe Sound, FL 33455

Email: copyright@quenchtime.com

Your written notice must:

contain your physical or electronic signature;
identify the copyrighted work alleged to have been infringed;
identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;
contain adequate information by which we can contact you (including postal address, telephone number, and email address);
contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner’s agent, or the law;
contain a statement that the information in the written notice is accurate; and
contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Please do not send notices or inquiries unrelated to alleged copyright infringement to our designated copyright agent.

If you believe that your trademark is being used somewhere on the Services in a way that constitutes trademark infringement, the owner or an agent of the owner may notify us at copyright@quenchtime.com. We ask that any complaints provide the accurate identity of the owner, how we may contact you, and the specific nature of the complaint.

If you believe in good faith that someone has wrongfully filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA; see www.loc.gov/copyright. Send counter-notices to the same addresses listed above and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider’s address is located outside the United States, for any judicial district in which Company is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Company may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Company may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Company’s discretion.

If the Sites receive more than one Notice of Copyright Infringement concerning a user, the user may be deemed a “repeat copyright infringer.” The Sites reserve the right to terminate the accounts of “repeat copyright infringers.”

Material on our Sites may include inaccuracies or typographical errors. We have the right to make changes and update any information contained on our Sites without prior notice.

Your Use of the Website

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or any content of the Website, or in any way reproduce or circumvent the navigational structure or presentation of the Website or any content of the Website, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website. QuenchTime reserves the right to bar any such activity.

You may not attempt to gain unauthorized access to any portion or feature of the Website, or any other systems or networks connected to the Website or to any QuenchTime server, or to any of the services offered on or through the Website, by hacking, password “mining” or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website. You may not reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Website, or any other customer of QuenchTime, including any QuenchTime account not owned by you, to its source, or exploit the Website or any service or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Website.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or QuenchTime’s systems or networks, or any systems or networks connected to the Website or to QuenchTime. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the service or Website or any transaction being conducted on the Website, or with any other person’s use of the Website.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to QuenchTime on or through the Website or any service offered on or through the Website. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You may not use the Website or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of QuenchTime or others.

Acknowledgement of Our Information and Intellectual Property to Any Submissions

You acknowledge that these Terms of Use are supported by reasonable and valuable consideration, the receipt of which is hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your use of the QuenchTime website, receipt of data, access to materials and information made available through the use of the QuenchTime website, the possibility of our review, use or display of your Submissions, and the possibility of publicity and promotion from our review, use or display of your Submissions.

While we welcome comments and suggestions from our Members and visitors to our Website, unfortunately it is QuenchTime policy not to accept or consider unsolicited suggestions, ideas, or materials. The purpose of this policy is to avoid the possibility of misunderstandings when projects developed by QuenchTime may seem to others to be a product of their own creative work. We emphasize, please do not send us any unsolicited materials including but not limited to the following: pitches, ideas, concepts, suggestions, photographs, drawings, videos, audiovisual works, and/or other similar materials (“Unsolicited Materials”).

If, despite our warnings, you send QuenchTime any Unsolicited Materials, by sending such Unsolicited Materials you will be deemed to have granted and assigned all right, title and interest in an to such Unsolicited Materials, including without limitation any ideas, methods, and inventions contained therein, to QuenchTime, and QuenchTime shall be entitled to use such Unsolicited Materials for any purpose whatsoever, commercial or otherwise, without compensation to you. If there is any doubt or ambiguity about whether there has been an actual submission of Unsolicited Materials, such materials shall be collectively and conclusively deemed to be a “Submission” for purposes of these Terms of Use.

By submitting Unsolicited Materials to QuenchTime, you hereby appoint QuenchTime as your agent with the power to enter into and execute any contract, document, and/or do any act that QuenchTime considers appropriate to confirm the grant of rights, consents, agreements, assignments, and waivers set forth in these Terms of Use.

You agree that any Unsolicited Materials you submit are not being provided in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and QuenchTime in any way. To the extent any “moral rights,” “ancillary rights,” or similar rights in or to the Unsolicited Materials exist and are not exclusively owned by QuenchTime, you agree not to enforce any such rights against the QuenchTime or our licensees, distributors, agents, representatives, and other authorized users.

Links and Third-Party Websites

This Website may contain links to other sites on the Internet that are owned and operated by third parties. You acknowledge that we are not responsible for the operation of or content located on or through any such site.

We make no representations concerning the content of sites listed in any of our directories. Consequently, we cannot be held responsible for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in sites listed in our search results or otherwise linked to our Website.

Order Acceptance Policy

Your receipt of an electronic or other form of order confirmation does not signify QuenchTime’s acceptance of your order, nor does it constitute confirmation of an offer to sell. QuenchTime reserves the right at any time after receipt of an order to accept or decline an order for any reason.

Typographical and Other Errors

The Materials appearing on the Site may include technical, typographical, or photographic errors. QuenchTime does not warrant that any of the Materials on its Website are accurate, complete, or current. QuenchTime may make changes to the Materials contained on its Website at any time without notice. QuenchTime does not, however, make any commitment to update the Materials. In the event a subscription, service, or product is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers, QuenchTime shall have the right to refuse or cancel any orders placed for such subscription, service, or product listed at the incorrect price. QuenchTime shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, QuenchTime shall immediately issue a credit to your credit card account in the amount of the incorrect price.

Website User Conduct

All users of the Website shall be 18 years of age or older. In connection to the use of the Website and content, users are not allowed to:

upload, post, e-mail, or otherwise transmit any:
- content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of anyone’s privacy, hateful, or racially, ethnically, or otherwise illegal or objectionable;
- content that does not give any right to users to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary, and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
- content that infringes any patent, trademark, trade secret, copyright, or other intellectual property right of any party;
- unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
use the Website for any unlawful purpose;
interfere with or disrupt the services and content of the Website; or,
intentionally or unintentionally, violate any applicable local, state, national, or international law.

Termination of access to the Website and use of its services and products may be performed by QuenchTime subject to the compliance to the Terms of Use. False, inaccurate, or incomplete information provided; engagement to any conduct that would otherwise harm any of QuenchTime’s rights or interests in its Website, services, products, or other property; or for any or no reason, can all be grounds for termination without prior notice.

Limitation of Liability

QuenchTime, its officers, directors, employees, attorneys, or agents shall not be liable (jointly or severally) under any circumstances, including but not limited to negligence for any direct, indirect, special, incidental or consequential damages of any kind. This statement includes but is not limited to the use of services offered by QuenchTime, data and profit loss on any theory of liability which may arise in or out of the connection with the ability or inability of the services offered by QuenchTime or the materials on the Website. The fact remains true despite the advice given to QuenchTime or any of its representatives of the possibility of such damages. Limitation and exclusion of incidental or consequential damages may not be applicable to everyone since some states do not allow such. Liability shall be limited to the fullest extent permitted by applicable law if any authority holds any portion of this section to be not enforceable.

Indemnification

You are entirely responsible for safeguarding and maintaining the confidentiality of your username(s), password(s), and your account(s), as well as all activities that occur under your account(s). You hereby agree to indemnify, defend, and hold QuenchTime, our Members, licensors, licensees, distributors, agents, representatives, and other authorized users, and each of the foregoing entities' respective resellers, distributors, service providers and suppliers, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives, and assigns harmless from and against any and all losses, damages, liabilities, and costs (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the indemnified in connection with any claim arising out of any breach by you of these terms of use or claims arising from your account. You shall use your best efforts to cooperate with QuenchTime in the defense of any claim. QuenchTime reserves the right, at QuenchTime’s own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

Disclaimer of Warranty

QuenchTime disclaims all warranties, expressed or implied, including but not limited to, warranties of merchantability, fitness for a particular purpose, or other violations of rights with the fullest extent permissible pursuant to applicable law. No liability or responsibility is assumed for any errors or omissions of the contents in the Website; any corrected defects; any failures, delays, malfunctions, or interruptions in the delivery of the any content on the Website; any losses or damages; or any conduct by users of the Website, either online or offline. QuenchTime does not warrant or represent the use or results of the use of the services or materials on the Website in terms of correctness, accuracy, reliability, or otherwise. The users shall assume the entire cost of servicing, repair, or correction.

Last Updated: November 12, 2020

QuenchTime^TM

Membership Terms of Use

QuenchTime provides a personalized subscription service that provides our membership subscribers (“Members”) with certain benefit opportunities when visiting and dining with participating partners restaurants and other establishments (“Partners”).

You have accepted these Membership Terms of Use (“Membership Terms”), which govern your use of our service. Personally identifying information is subject to our Privacy Policy, the terms of which are incorporated herein. Please review our Privacy Policy to understand our practices. Furthermore, our Website Terms of Use are also incorporated herein.

As used in these Membership Terms, "QuenchTime service", "our service", "the service", or “Service” means the personalized service provided by QuenchTime for discovering, dining, and accessing available benefits at participating restaurants and our Partners, including our special events, as well as all content and software associated with our services.

YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 6 TO RESOLVE ANY DISPUTES WITH QUENCHTIME (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT).

QuenchTime may update or revise these Membership Terms from time to time. You agree that you will review these Membership Terms periodically. You are free to decide whether or not to accept a modified version of the Membership Terms, but accepting these Membership Terms, as modified, is required for you to continue using the Services. You may have to click “accept” or “agree” to show your acceptance of any modified version of these Membership Terms. If you do not agree to the terms of these Membership Terms or any modified version of these Membership Terms, you must terminate your use of the Services, in which case you will no longer have access to your Account (as defined below). Except as otherwise expressly stated by QuenchTime, any use of the Services is subject to the version of these Membership Terms in effect at the time of use.

Membership

Membership. Subscriptions are effective immediately upon completion and acceptance of the Member application and payment of the subscription amount. Your receipt of an electronic or other form of order confirmation does not signify QuenchTime’s acceptance of your order, nor does it constitute confirmation of an offer to sell. QuenchTime reserves the right at any time after receipt of an order to accept or decline an order for any reason.

Membership Benefits. Your valid membership subscription provides you with, subject to the Membership Terms herein and herewith, access to selected Service benefits at our restaurant partners.

VIP Membership. The VIP Membership is an individual membership.

When a Member visits a Restaurant Partner, and the Member spends food and/or beverages, before tax and tip, the Designated VIP Spend Amount, the participating Restaurants and Partners have agreed to provide you with a complimentary beverage of your choice (alcoholic or non-alcoholic) up to the Beverage Value.

Ultimate Membership. The Ultimate Membership is for two people, and generally intended for use by two people. When an Ultimate Member is at a Restaurant Partner, and the Ultimate Member spends food and/or beverages, before tax and tip of:

the Designated Ultimate Single Spend Amount (the same amount as the Designated VIP Spend Amount), the participating Restaurants and Partners have agreed to provide you with one complimentary beverage of your choice (alcoholic or non-alcoholic) up to the Beverage Value; or,
the Designated Ultimate Double Spend Amount, the participating Restaurants and Partners have agreed to provide you with
1. two complimentary beverages of your choice (alcoholic or non-alcoholic) each up to the Beverage Value; or,
2. the amount of the Wine Value off a bottle of wine.

General Membership Use Conditions.

Frequency of Use: Member Service benefit at each Restaurant or Partner is valid for use once every seven days.
No Combining Offers: Not valid in conjunction with any other promotional offers, discounted certificates, coupons, or discounted in-house restaurant promotions. Validity on major holidays is at the discretion of Restaurants and Partners, but not required.
For Dine In and Carry Out Only: Valid for Dine In or Carry Out (if Restaurant is providing cocktails and/or bottle of wine to go). Not valid for delivery.
Active Subscription: Member must have a currently active, valid, and paid-up subscription to use the Services.

Membership QR Code. Once you receive your QuenchTime membership code, a QR code transmitted to you digitally or with a membership card, you may begin the Service with your QR code. Your QR code may be used by you, but only by you, on any device or with a membership card. You may request a membership card for a shipping and handling fee as provided on our website in the Members section. If your QuenchTime membership card is lost or stolen, please contact QuenchTime customer support immediately via our Website, and a replacement card can be ordered through the Website at a charge as noted at the Website then.

No Guarantee of Availability. QuenchTime makes no guarantee on the availability to or reservations for any particular restaurant or venue that is presented on our Website, through an app, or otherwise. QuenchTime reserves the right to adjust terms or utilize its proprietary data and algorithms to impose restrictions to maintain reasonable access and usage to all Members. QuenchTime is currently available for use only in Florida.

Location Services. You consent to QuenchTime using Location Services to validate the location of the restaurant, that the Member is actually attending the restaurant, and to ensure that only the Member is using the Service.

Technical Requirements. Use of the Services requires Internet access through your computer or mobile device. You are responsible for all mobile carrier data or text message charges resulting from your use of the Services, including from any notifications provided by the Services. In order to use the text message-based services, you must maintain an active account with a carrier of electronic communications through mobile devices and you may not use a prepaid cellular phone to access such text message services. QuenchTime does not guarantee that the Services will be compatible with all devices or will be supported by all mobile carriers. You may be required to have JavaScript (or similar technologies) enabled to use the QuenchTime Website, and some features and portions of the QuenchTime Site may not be accessible with JavaScript disabled.

Automatic Membership Renewal. Your QuenchTime membership will continue and automatically renew until terminated. To use the QuenchTime service you must have Internet access and a QuenchTime ready device and provide us with one or more Payment Methods. "Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account with a third party. You must cancel your membership before it renews (generally at least one day prior to the conclusion of the billing cycle) in order to avoid billing of the membership fees for the next billing cycle to your Payment Method (see "Cancellation" below).

Membership Plans. We may offer a number of membership plans, including special promotional plans. Some membership plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you. You can find specific details regarding your QuenchTime membership by visiting our website and clicking on the "Account" link. You acknowledge and agree that QuenchTime is in a direct agreement with you, the individual, and not with the restaurants listed on the Website.

Promotional Membership Plans. Your QuenchTime membership may start with a free trial. The duration of the free trial period of your membership lasts would be specified during sign-up and is intended to allow new and certain former members to try the service. Free trial eligibility is determined by QuenchTime at its sole discretion and we may limit eligibility or duration to prevent free trial abuse. We reserve the right to revoke the free trial and put your account on hold in the event that we determine that you are not eligible. Members of households with an existing or recent QuenchTime membership are not eligible. We may use information such as device ID, method of payment or an account email address used with an existing or recent QuenchTime membership to determine eligibility. For combinations with other offers, restrictions may apply. We will charge the membership fee for your next billing cycle to your Payment Method at the end of a free trial period and your membership will automatically renew unless you cancel your membership prior to the end of the free trial period. To view the applicable membership price and end date of your free trial period, visit our website and click the "Billing details" link on the "Account" page.

Billing and Cancellation

Billing Cycle. The membership fee for the QuenchTime service any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged to your Payment Method on the specific billing date indicated on your "Account" page. The length of your billing cycle will generally be monthly, although it may depend on the day of the month that you choose when you sign-up for the service as noted below. Membership fees are fully earned upon payment. In some cases your payment date may change, for example if your Payment Method has not successfully settled or if your paid membership began on a day not contained in a given month. Visit our website and click on the "Billing details" link on the "Account" page to see your next payment date. We may authorize your Payment Method in anticipation of membership or service-related charges through various methods, including authorizing it up to approximately one month of service as soon as you register. In some instances, your available balance or credit limit may be reduced to reflect the authorization during your free trial period.

Payment Methods. To use the QuenchTime service you must provide one or more Payment Methods. You authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, we may cancel your account. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.

Updating your Payment Methods. You can update your Payment Methods by going to the "Account" page. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).

Cancellation. You can cancel your QuenchTime membership at any time, and you will continue to have access to the QuenchTime service through the end of your billing period. To cancel, go to the "Account" page on our website and follow the instructions for cancellation. If you cancel your membership, your account will automatically close at the end of your current billing period. To see when your account will close, click "Billing details" on the "Account" page. Cancellation and termination will also automatically occur upon non-payment of the monthly subscription fee or any other required payments to QuenchTime.

Changes to the Price and Subscription Plans. We reserve the right to change our subscription plans or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Membership Terms, any price changes or changes to your subscription plan will take effect following notice to you.

No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

Member Responsibilities

Your Legal Information and Other Commitments. By opening a QuenchTime account (“Account”) and using the Service, you represent and warrant that: (1) you are legally capable of entering into a binding contract; (2) you are at least 18 years of age, or the age of majority in your jurisdiction; (3) you are a Resident of the United States; and (4) when registering for Membership you have provided, will provide, and will promptly update true, accurate, current, and complete data about yourself as reasonably requested by QuenchTime. Individuals under the age of 18, or applicable age of majority, may utilize the service only with the involvement of a parent or legal guardian, under such person's account and otherwise subject to these Membership Terms. You may only sign up for the Service from within the United States.
Personal Use. The QuenchTime Service and any content viewed through our services are for your personal use only. During your QuenchTime membership, we grant you a limited, non-exclusive, non-transferable right to access the QuenchTime service. Except for the foregoing, no right, title or interest shall be transferred to you.

Abide by Laws. You agree to use the QuenchTime service and programs, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the service or content therein. Except as explicitly authorized in these Membership Terms, you agree not to archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use content and information contained on or obtained from or through the QuenchTime service. You also agree not to circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the QuenchTime service; use any robot, spider, scraper or other automated means to access the QuenchTime service; decompile, reverse engineer or disassemble any software or other products or processes accessible through the QuenchTime service; insert any code or product or manipulate the content of the QuenchTime service in any way; or use any data mining, data gathering or extraction method. In addition, you agree not to upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the QuenchTime service, including any software viruses or any other computer code, files or programs. We may terminate or restrict your use of our service if you violate these Membership Terms or are engaged in illegal or fraudulent use of the service or our programs.

Your Account and Password Control. The member who created the QuenchTime account and whose Payment Method is charged (the "Member") has access and control over the QuenchTime account and the QuenchTime ready devices that are used to access our service and is responsible for any activity that occurs through the QuenchTime account. To maintain control over the account and prevent anyone from accessing the account (which could include information on use, viewing, or location history for the account), the Member should maintain control over the QuenchTime ready devices that are used to access the service and not reveal the password or details of the Payment Method associated to the account to anyone. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. We can terminate your account or place your account on hold in order to protect you, QuenchTime or our partners from identity theft or other fraudulent activity. QuenchTime is not obligated to credit or discount a membership for holds placed on the account by either a representative of QuenchTime or by the automated processes of QuenchTime.

Your Confidentiality Responsibility. You are solely responsible for maintaining the confidentiality of your Account and the information in your Account, and, except as otherwise required by applicable law, you are solely responsible for all use of your Account, whether or not authorized by you. You agree to immediately notify QuenchTime of any unauthorized use of your Account or any other breach of security related to your use of the Services.

Reviews, Comments, Communications, and Other Content. The Services may permit you to submit, transmit, post or otherwise provide content, including, but not limited to, reviews, comments, ratings, photos, images, videos, sounds, text, data, links and location information; send emails and other communications; and submit suggestions, ideas, comments, questions, or other information (“Member Content”). Any such Member Content must not be illegal, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of a third party’s publicity or privacy rights, purposely false or otherwise injurious to third parties, or objectionable and must not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity, malpractice, purposeful overcharging, false advertising, or health code violations (e.g., foreign objects in food, food poisoning, etc.). Your Member Content should be unbiased and objective. You may not submit reviews, comments or ratings for which you are being compensated in any manner, or for your own restaurant or any restaurant of your employer, friend, relative or a competitor. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of Member Content. The name or handle you choose to provide to QuenchTime may be displayed publicly with such Member Content. QuenchTime reserves the right (but has no obligation) to monitor, remove, or edit Member Content in QuenchTime’s sole discretion, including if Member Content violates these Membership Terms (including any QuenchTime Policies), but you acknowledge that QuenchTime may not regularly review submitted Member Content. If you do submit Member Content, and unless we indicate otherwise, you grant QuenchTime a nonexclusive, perpetual, royalty-free, irrevocable, and fully sublicensable (through multiple tiers, including to restaurants, partners and other third party websites and feeds) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such Member Content throughout the world in any media, and, where applicable, you hereby waive any privacy or publicity rights or any similar rights in an individual’s name or likeness in addition to any moral or other rights you may have in the Member Content you submit in favor of QuenchTime. You represent that you own or have the necessary permissions to use and authorize the use of Member Content as described herein. QuenchTime takes no responsibility and assumes no liability for any Member Content submitted by you or any other Member or third party, nor do we guarantee any confidentiality with respect to Member Content.

Your Representations and Indemnity. You represent and warrant that you own or otherwise control all of the rights to any Member Content submitted by you; that all Member Content submitted by you is accurate; and that exploitation of such Member Content by QuenchTime and its other Members, partners, and licensees will not violate these Membership Terms, cause injury to any person or entity, or infringe any third-party rights (including, without limitation, intellectual property rights and rights of privacy or publicity). You will indemnify, hold harmless, and (at QuenchTime’s request) defend QuenchTime, its affiliates, and its and their representatives, agents, directors, managers, officers, employees, and shareholders (collectively, the “QuenchTime Parties”) from and against all claims resulting from (1) any Member Content submitted by you, (2) your use of the Services, or (3) any breach or alleged breach by you of these Membership Terms.

Reserved

Disclaimers of Warranties and Limitations on Liability

THE QUENCHTIME SERVICE AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE QUENCHTIME SERVICE, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. QUENCHTIME DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE QUENCHTIME SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. QUENCHTIME SPECIFICALLY DISCLAIMS LIABILITY FOR THE AVAILABILITY AND ACCESSABILITY OF PARTNERS AND INFORMATION PROVIDED ABOUT SUCH PARTNERS, AND QUENCHTIME SOFTWARE.

EXCEPT AS EXPRESSLY SPECIFIED HEREIN, IN NO EVENT SHALL THE QUENCHTIME PARTIES BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (1) THIS AGREEMENT (INCLUDING ANY CHANGES THERETO), (2) ANY USE OF THE QUENCHTIME SITES, SERVICES, THE QUENCHTIME CONTENT, OR THE MEMBER CONTENT, (3) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF ANY OF THE SERVICES), OR (4) YOUR VISIT TO ANY RESTAURANT OR THE PERFORMANCE, NON-PERFORMANCE, CONDUCT, OR POLICIES OF ANY RESTAURANT OR MERCHANT IN CONNECTION WITH THE SERVICES. QUENCHTIME DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHER VIOLATIONS OF RIGHTS WITH THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. NO LIABILITY OR RESPONSIBILITY IS ASSUMED FOR ANY ERRORS OR OMISSIONS OF THE CONTENTS IN THE WEBSITE; ANY CORRECTED DEFECTS; ANY FAILURES, DELAYS, MALFUNCTIONS, OR INTERRUPTIONS IN THE DELIVERY OF THE ANY CONTENT ON THE WEBSITE; ANY LOSSES OR DAMAGES; OR ANY CONDUCT BY USERS OF THE WEBSITE, EITHER ONLINE OR OFFLINE. QUENCHTIME DOES NOT WARRANT OR REPRESENT THE USE OR RESULTS OF THE USE OF THE SERVICES OR MATERIALS ON THE WEBSITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. IN ADDITION, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING YOU TO THE QUENCHTIME SITE BY REFERRAL, LINK, OR ANY OTHER MEANS IS NOT LIABLE TO MEMBER FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES OR THE QUENCHTIME CONTENT. QUENCHTIME IS NEITHER AN AGENT OF NOR OTHERWISE ASSOCIATED WITH ANY RESTAURANT FOR WHICH A MEMBER HAS MADE A RESERVATION OR DINED, CLAIMED AN OFFER OR PROMOTION, OR PAID A BILL USING THE PAYMENT SERVICES OR ANY MERCHANT THAT ISSUES A MERCHANT GIFT CARD.

IF THE DISCLAIMER OF DIRECT DAMAGES ABOVE IS NOT ENFORCEABLE AT LAW, YOU EXPRESSLY AGREE THAT OUR LIABILITY TO YOU (FOR AY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION) WILL AT ALL TIMES BE LIMITED TO FIFTY US DOLLARS ($50).

You and QuenchTime understand and agree that the disclaimers, exclusions, and limitations in this Section 5.2 and in Section 5.3 are essential elements of these Membership Terms and that they represent a reasonable allocation of risk. In particular, you understand that QuenchTime would be unable to make the Services available to you except on these terms and agree that these Membership Terms will survive and apply even if any limited remedy specified in these Membership Terms are found to have failed of its essential purpose.

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL QUENCHTIME PARTIES, INCLUDING ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

Arbitration Agreement

If you are a QuenchTime member in the United States (including its possessions and territories), you and QuenchTime agree that any dispute, claim or controversy arising out of or relating in any way to the QuenchTime service, these Membership Terms and this Arbitration Agreement, shall be determined by binding arbitration or in small claims court. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award and nothing in this Arbitration Agreement shall be interpreted as limiting any non-waivable statutory rights. You agree that, by agreeing to these Membership Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and QuenchTime are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Arbitration Agreement and the termination of your QuenchTime membership.

If you elect to seek arbitration or file a small claim court action, you must first send to QuenchTime, by certified mail, a written Notice of your claim ("Notice"). The Notice to QuenchTime must be addressed to: General Counsel, QuenchTime, 11450 SE Dixie Highway, Suite 206, Hobe Sound, FL 33455 ("Notice Address"). If QuenchTime initiates arbitration, it will send a written Notice to the email address used for your membership account. A Notice, whether sent by you or by QuenchTime, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If QuenchTime and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or QuenchTime may commence an arbitration proceeding or file a claim in small claims court.

You may download or copy a form Notice and a form to initiate arbitration at www.adr.org. If you are required to pay a filing fee, after QuenchTime receives notice at the Notice Address that you have commenced arbitration, QuenchTime will reimburse you for your payment of the filing fee, unless your claim is for greater than US$10,000, in which event you will be responsible for filing fees.

The arbitration will be governed by the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Arbitration Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by the terms of this Arbitration Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless QuenchTime and you agree otherwise, any arbitration hearings will take place in the county of your residence. The arbitrator's award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law.

If your claim is for US$10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of QuenchTime's last written settlement offer made before an arbitrator was selected (or if QuenchTime did not make a settlement offer before an arbitrator was selected), then QuenchTime will pay you the amount of the award or US$5,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.

YOU AND QUENCHTIME AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and QuenchTime agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

Miscellaneous

Governing Law. These Membership Terms shall be governed by and construed in accordance with the laws of the state of Florida, U.S.A., without regard to conflict of laws provisions. These terms will not limit any consumer protection rights that you may be entitled to under the mandatory laws of your state of residence. The American Arbitration Association shall govern all matters relating to arbitration.

Third-Party Websites, Applications and Services. The Services may contain hypertext links to websites and applications operated by parties other than QuenchTime. Such hypertext links are provided for Member’s reference only, and QuenchTime does not control such websites and is not responsible for their content. QuenchTime’s inclusion of any hypertext links to such websites or applications does not imply any endorsement of the material on such websites or applications or any association with their operators. QuenchTime assumes no liability whatsoever for any such third-party websites, applications or any content, features, products, or services made available through such third-party websites or applications. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary's terms of service, including any license transferability and other usage rules therein.

Intellectual Property Rights and Grant of Rights to Members. The features, information, and materials provided and depicted through the Services are protected by copyright, trademark, patent, and other intellectual property laws. All text, graphical content, video, data, and other content made available through the Services (collectively, the “QuenchTime Content”) are provided to Member by QuenchTime or its partners or licensors solely to support Member’s permitted use of the Services. The QuenchTime Content may be modified from time to time by QuenchTime in its sole discretion. Except as expressly set forth herein, no license is granted to Member for any other purpose, and any other use of the Services or the QuenchTime Content by Member shall constitute a material breach of these Membership Terms. QuenchTime and its partners or licensors retain all rights in the Services and QuenchTime Content and any associated patents, trademarks, copyrights, mask work rights, trade secrets, or other intellectual property rights. No license, right, or interest in any trademarks of QuenchTime or any third party is granted under these Membership Terms.

Application License. Subject to the terms and conditions of these Membership Terms, QuenchTime grants Member a non-exclusive, non-transferable, revocable license to use the QuenchTime mobile applications, in object code form only, on Member’s compatible mobile devices, solely to support Member’s permitted use of the Services.

Unsolicited Materials. QuenchTime does not accept unsolicited materials or ideas for QuenchTime content, and is not responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to QuenchTime. Should you send any unsolicited materials or ideas, you do so with the understanding that no additional consideration of any sort will be provided to you, and you are waiving any claim against QuenchTime and its affiliates regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the material or idea you sent.

Feedback. QuenchTime is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us ("Feedback"), including responses to questionnaires or through postings to the QuenchTime service, including the QuenchTime website and user interfaces, worldwide and in perpetuity without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the QuenchTime service. In addition, you agree not to enforce any "moral rights" in and to the Feedback, to the extent permitted by applicable law.

Customer Support. To find more information about our service and its features, or if you need assistance with your account, please visit the QuenchTime Help Center on our website. In certain instances, Customer Service may best be able to assist you by using a remote access support tool through which we have full access to your computer. If you do not want us to have this access, you should not consent to support through the remote access tool, and we will assist you through other means. In the event of any conflict between these Membership Terms and information provided by Customer Service or other portions of our website, these Membership Terms will control.

Release. Restaurants, Partners, and Merchants are solely responsible for their interactions with you and any and all claims, injuries, illnesses, damages, liabilities, and costs (“Claims”) suffered by you (or, if applicable, any recipient of an QuenchTime Member Card or a Merchant Gift Card) as a result of your (or such recipient’s) interaction with or visit to any Restaurant, Partner, or Merchant or from any promotion, offer, product or service of any Restaurant, Partner, or Merchant. Members must resolve all disputes directly with Restaurants. To the maximum extent permitted by applicable law, you hereby release the QuenchTime Parties from any and all such Claims. IN CONNECTION WITH THE FOREGOING, IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against the QuenchTime Parties pertaining to the subject matter of this Section 7.8.

Severability. If any provision or provisions of these Membership Terms shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

Assignment. These Membership Terms and the rights granted and obligations undertaken hereunder may not be transferred, assigned, or delegated in any manner by Member, but may be freely transferred, assigned, or delegated by QuenchTime.

Changes to Membership Terms and Assignment. QuenchTime may, from time to time, change these Membership Terms without notice, including, without limitation, by removing, adding, or modifying portions of the QuenchTime Website, Partners, Restaurants, and/or merchants. QuenchTime shall have no liability to you for any of the foregoing actions. If you object to any such changes, your sole recourse shall be to cease using the Services. Such revisions shall be effective immediately; provided however, for existing members, revisions of any Billing or price changes shall, unless otherwise stated, be effective up until the next billing cycle or 30 days after posting as may be required by law.

Communication Preferences. If you use our Sites and Services, QuenchTime may communicate with you via electronic messages, including email, text message/SMS, or mobile push notifications in accordance with our Privacy Policy. We will send you information relating to your account (e.g., payment authorizations, invoices, changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Last Updated: November 12, 2020

QuenchTime^TM

Membership PLUS Terms of Use

You have accepted these Membership PLUS Terms of Use (“Membership Terms”), which govern your use of our service. Personally identifying information is subject to our Privacy Policy, the terms of which are incorporated herein. Please review our Privacy Policy to understand our practices. Furthermore, our Website Terms of Use are also incorporated herein.

YOU AGREE TO THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN SECTION 6 TO RESOLVE ANY DISPUTES WITH QUENCHTIME (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT).

Membership

Membership. Subscriptions are effective immediately upon completion and acceptance of the Member application and payment of the subscription amount. Your receipt of an electronic or other form of order confirmation does not signify QuenchTime’s acceptance of your order, nor does it constitute confirmation of an offer to sell. QuenchTime reserves the right at any time after receipt of an order to accept or decline an order for any reason.

Membership Benefits. Your valid membership subscription provides you with, subject to the Membership Terms herein and herewith, access to selected Service benefits at our restaurant partners.

VIP Membership. The VIP Membership is an individual membership.

the Designated Ultimate Single Spend Amount (the same amount as the Designated VIP Spend Amount), the participating Restaurants and Partners have agreed to provide you with one complimentary beverage of your choice (alcoholic or non-alcoholic) up to the Beverage Value; or,
the Designated Ultimate Double Spend Amount, the participating Restaurants and Partners have agreed to provide you with
1. two complimentary beverages of your choice (alcoholic or non-alcoholic) each up to the Beverage Value; or,
2. the amount of the Wine Value off a bottle of wine.

General Membership Use Conditions.

Frequency of Use: Member Service benefit at each Restaurant or Partner is valid for use once every seven days.
No Combining Offers: Not valid in conjunction with any other promotional offers, discounted certificates, coupons, or discounted in-house restaurant promotions. Validity on major holidays is at the discretion of Restaurants and Partners, but not required.
For Dine In and Carry Out Only: Valid for Dine In or Carry Out (if Restaurant is providing cocktails and/or bottle of wine to go). Not valid for delivery.
Active Subscription: Member must have a currently active, valid, and paid-up subscription to use the Services.

Membership QR Code. Once you receive your QuenchTime membership code, a QR code transmitted to you digitally or with a membership card, you may begin the Service with your QR code. Your QR code may be used by you, but only by you, on any device or with a membership card. You may request a membership card for a shipping and handling fee as provided on our website in the Members section. If your QuenchTime membership card is lost or stolen, please contact QuenchTime customer support immediately via our Website, and a replacement card can be ordered through the Website at a charge as noted at the Website then.

No Guarantee of Availability. QuenchTime makes no guarantee on the availability to or reservations for any particular restaurant or venue that is presented on our Website, through an app, or otherwise. QuenchTime reserves the right to adjust terms or utilize its proprietary data and algorithms to impose restrictions to maintain reasonable access and usage to all Members. QuenchTime is currently available for use only in Florida.

Location Services. You consent to QuenchTime using Location Services to validate the location of the restaurant, that the Member is actually attending the restaurant, and to ensure that only the Member is using the Service.

Technical Requirements. Use of the Services requires Internet access through your computer or mobile device. You are responsible for all mobile carrier data or text message charges resulting from your use of the Services, including from any notifications provided by the Services. In order to use the text message-based services, you must maintain an active account with a carrier of electronic communications through mobile devices and you may not use a prepaid cellular phone to access such text message services. QuenchTime does not guarantee that the Services will be compatible with all devices or will be supported by all mobile carriers. You may be required to have JavaScript (or similar technologies) enabled to use the QuenchTime Website, and some features and portions of the QuenchTime Site may not be accessible with JavaScript disabled.

Automatic Membership Renewal. Your QuenchTime membership will continue and automatically renew until terminated. To use the QuenchTime service you must have Internet access and a QuenchTime ready device and provide us with one or more Payment Methods. "Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time and which may include payment through your account with a third party. You must cancel your membership before it renews (generally at least one day prior to the conclusion of the billing cycle) in order to avoid billing of the membership fees for the next billing cycle to your Payment Method (see "Cancellation" below).

Membership Plans. We may offer a number of membership plans, including special promotional plans. Some membership plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you. You can find specific details regarding your QuenchTime membership by visiting our website and clicking on the "Account" link. You acknowledge and agree that QuenchTime is in a direct agreement with you, the individual, and not with the restaurants listed on the Website.

Promotional Membership Plans. Your QuenchTime membership may start with a free trial. The duration of the free trial period of your membership lasts would be specified during sign-up and is intended to allow new and certain former members to try the service. Free trial eligibility is determined by QuenchTime at its sole discretion and we may limit eligibility or duration to prevent free trial abuse. We reserve the right to revoke the free trial and put your account on hold in the event that we determine that you are not eligible. Members of households with an existing or recent QuenchTime membership are not eligible. We may use information such as device ID, method of payment or an account email address used with an existing or recent QuenchTime membership to determine eligibility. For combinations with other offers, restrictions may apply. We will charge the membership fee for your next billing cycle to your Payment Method at the end of a free trial period and your membership will automatically renew unless you cancel your membership prior to the end of the free trial period. To view the applicable membership price and end date of your free trial period, visit our website and click the "Billing details" link on the "Account" page.

Billing and Cancellation

Billing Cycle. The membership fee for the QuenchTime service any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged to your Payment Method on the specific billing date indicated on your "Account" page. The length of your billing cycle will generally be monthly, although it may depend on the day of the month that you choose when you sign-up for the service as noted below. Membership fees are fully earned upon payment. In some cases your payment date may change, for example if your Payment Method has not successfully settled or if your paid membership began on a day not contained in a given month. Visit our website and click on the "Billing details" link on the "Account" page to see your next payment date. We may authorize your Payment Method in anticipation of membership or service-related charges through various methods, including authorizing it up to approximately one month of service as soon as you register. In some instances, your available balance or credit limit may be reduced to reflect the authorization during your free trial period.

Payment Methods. To use the QuenchTime service you must provide one or more Payment Methods. You authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, we may cancel your account. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.

Updating your Payment Methods. You can update your Payment Methods by going to the "Account" page. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).

Cancellation. You can cancel your QuenchTime membership at any time, and you will continue to have access to the QuenchTime service through the end of your billing period. To cancel, go to the "Account" page on our website and follow the instructions for cancellation. If you cancel your membership, your account will automatically close at the end of your current billing period. To see when your account will close, click "Billing details" on the "Account" page. Cancellation and termination will also automatically occur upon non-payment of the monthly subscription fee or any other required payments to QuenchTime.

Changes to the Price and Subscription Plans. We reserve the right to change our subscription plans or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Membership Terms, any price changes or changes to your subscription plan will take effect following notice to you.

No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

Member Responsibilities

Your Legal Information and Other Commitments. By opening a QuenchTime account (“Account”) and using the Service, you represent and warrant that: (1) you are legally capable of entering into a binding contract; (2) you are at least 18 years of age, or the age of majority in your jurisdiction; (3) you are a Resident of the United States; and (4) when registering for Membership you have provided, will provide, and will promptly update true, accurate, current, and complete data about yourself as reasonably requested by QuenchTime. Individuals under the age of 18, or applicable age of majority, may utilize the service only with the involvement of a parent or legal guardian, under such person's account and otherwise subject to these Membership Terms. You may only sign up for the Service from within the United States.
Personal Use. The QuenchTime Service and any content viewed through our services are for your personal use only. During your QuenchTime membership, we grant you a limited, non-exclusive, non-transferable right to access the QuenchTime service. Except for the foregoing, no right, title or interest shall be transferred to you.

Abide by Laws. You agree to use the QuenchTime service and programs, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the service or content therein. Except as explicitly authorized in these Membership Terms, you agree not to archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use content and information contained on or obtained from or through the QuenchTime service. You also agree not to circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the QuenchTime service; use any robot, spider, scraper or other automated means to access the QuenchTime service; decompile, reverse engineer or disassemble any software or other products or processes accessible through the QuenchTime service; insert any code or product or manipulate the content of the QuenchTime service in any way; or use any data mining, data gathering or extraction method. In addition, you agree not to upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the QuenchTime service, including any software viruses or any other computer code, files or programs. We may terminate or restrict your use of our service if you violate these Membership Terms or are engaged in illegal or fraudulent use of the service or our programs.

Your Account and Password Control. The member who created the QuenchTime account and whose Payment Method is charged (the "Member") has access and control over the QuenchTime account and the QuenchTime ready devices that are used to access our service and is responsible for any activity that occurs through the QuenchTime account. To maintain control over the account and prevent anyone from accessing the account (which could include information on use, viewing, or location history for the account), the Member should maintain control over the QuenchTime ready devices that are used to access the service and not reveal the password or details of the Payment Method associated to the account to anyone. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your account. We can terminate your account or place your account on hold in order to protect you, QuenchTime or our partners from identity theft or other fraudulent activity. QuenchTime is not obligated to credit or discount a membership for holds placed on the account by either a representative of QuenchTime or by the automated processes of QuenchTime.

Your Confidentiality Responsibility. You are solely responsible for maintaining the confidentiality of your Account and the information in your Account, and, except as otherwise required by applicable law, you are solely responsible for all use of your Account, whether or not authorized by you. You agree to immediately notify QuenchTime of any unauthorized use of your Account or any other breach of security related to your use of the Services.

Reviews, Comments, Communications, and Other Content. The Services may permit you to submit, transmit, post or otherwise provide content, including, but not limited to, reviews, comments, ratings, photos, images, videos, sounds, text, data, links and location information; send emails and other communications; and submit suggestions, ideas, comments, questions, or other information (“Member Content”). Any such Member Content must not be illegal, threatening, obscene, racist, defamatory, libelous, pornographic, infringing of intellectual property rights, promoting of illegal activity or harm to groups and/or individuals, invasive of a third party’s publicity or privacy rights, purposely false or otherwise injurious to third parties, or objectionable and must not consist of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity, malpractice, purposeful overcharging, false advertising, or health code violations (e.g., foreign objects in food, food poisoning, etc.). Your Member Content should be unbiased and objective. You may not submit reviews, comments or ratings for which you are being compensated in any manner, or for your own restaurant or any restaurant of your employer, friend, relative or a competitor. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of Member Content. The name or handle you choose to provide to QuenchTime may be displayed publicly with such Member Content. QuenchTime reserves the right (but has no obligation) to monitor, remove, or edit Member Content in QuenchTime’s sole discretion, including if Member Content violates these Membership Terms (including any QuenchTime Policies), but you acknowledge that QuenchTime may not regularly review submitted Member Content. If you do submit Member Content, and unless we indicate otherwise, you grant QuenchTime a nonexclusive, perpetual, royalty-free, irrevocable, and fully sublicensable (through multiple tiers, including to restaurants, partners and other third party websites and feeds) right to use, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise exploit such Member Content throughout the world in any media, and, where applicable, you hereby waive any privacy or publicity rights or any similar rights in an individual’s name or likeness in addition to any moral or other rights you may have in the Member Content you submit in favor of QuenchTime. You represent that you own or have the necessary permissions to use and authorize the use of Member Content as described herein. QuenchTime takes no responsibility and assumes no liability for any Member Content submitted by you or any other Member or third party, nor do we guarantee any confidentiality with respect to Member Content.

Your Representations and Indemnity. You represent and warrant that you own or otherwise control all of the rights to any Member Content submitted by you; that all Member Content submitted by you is accurate; and that exploitation of such Member Content by QuenchTime and its other Members, partners, and licensees will not violate these Membership Terms, cause injury to any person or entity, or infringe any third-party rights (including, without limitation, intellectual property rights and rights of privacy or publicity). You will indemnify, hold harmless, and (at QuenchTime’s request) defend QuenchTime, its affiliates, and its and their representatives, agents, directors, managers, officers, employees, and shareholders (collectively, the “QuenchTime Parties”) from and against all claims resulting from (1) any Member Content submitted by you, (2) your use of the Services, or (3) any breach or alleged breach by you of these Membership Terms.

Referral Fee Program

Referral Fee PLUS Program
1. Enrollment Acceptance, Continuity, and Eligibility for Referral Fees. Upon QuenchTime’s acceptance of your sign-up enrollment into a PLUS Membership category, the benefits of this QuenchTime Referral Fee PLUS Program will become immediately available. As long as you remain in good standing and adhere to these Membership Terms, these benefits include the following:
  - To refer new Members using your referral or QR code;
  - To participate in the QuenchTime Referral Fee PLUS Plan and thereby receive referral fees distributed in accordance with the Referral Fee PLUS Plan and applicable law;
  - To be invited to special events as offered by QuenchTime; and,
  - To access the QuenchTime Website and receive periodic QuenchTime literature and other company communications.
    1. Referrals and Designations Final. Each prospective Member has the ultimate choice to designate who referred them as a Member. QuenchTime shall regard the new Member’s Sign-up Form as submitted to and received by QuenchTime as controlling in such determination. YOU AGREE TO WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST QUENCHTIME FOR ITS DECISION REGARDING THE FINAL DISPOSITION SUCH REFERRAL DESIGNATIONS OR PLACEMENTS.
    2. Errors or Questions. If you have questions about or believe any errors have been made regarding referral fees, Members you have referred, or other related matters, you must notify us through the Website with a confirmed delivery receipt, within 15 days of the date of the purported error or incident in question. QuenchTime will not be responsible for any errors, omissions or problems not reported to QuenchTime within 15 days, unless a longer time is required by law.
  - Refer Only Eligible Persons. You shall only refer eligible individuals who meet QuenchTime eligibility requirements.
  - Operate in Accordance with QuenchTime Terms. You must adhere to our Membership Terms and terms of operation as set forth in official QuenchTime literature. You shall only refer individuals to join QuenchTime independently of any other program and without any preconditions other than those contained in the QuenchTime Member Agreement. You shall not offer the QuenchTime opportunity through, or in combination with, any other system, program or method of marketing other than that specifically set forth in official QuenchTime literature. You shall make and convey only accurate and truthful information about the Referral Fee PLUS Plan and income earnings potential which hereby QuenchTime puts forth a disclaimer.
  - Non-Solicitation and Non-Compete. During the term of this Agreement, you shall not use any Proprietary Information to compete with QuenchTime or for any purpose other than promoting QuenchTime referral business.
  - Subscription Geographic Limitations. Because of critical legal product and tax considerations, QuenchTime must limit the marketing and enrollment of QuenchTime subscriptions and you and QuenchTime must both limit the presentation of the QuenchTime referral fee opportunity to prospective Members located within jurisdictions officially opened by QuenchTime.
  - Use of Referral Information. Information on those persons you and others directly and indirectly referred into QuenchTime membership is proprietary to QuenchTime and includes lists of such Members and those who referred them, and all present and future information on or generated related to such persons (together, the “Referral Information”). This QuenchTime Referral Information constitutes a commercially advantageous, unique, and proprietary trade secret (Proprietary Information), which QuenchTime keeps proprietary and confidential and treats as a trade secret. QuenchTime is the exclusive owner of all Proprietary Information, which is derived, compiled, configured, and maintained through the expenditure of considerable time, effort, and resources by QuenchTime. Under this Section, you are granted a personal, non-exclusive, non-transferable and revocable right by QuenchTime to use Proprietary Information only as necessary to facilitate your operating as contemplated under these Membership Terms. The Company reserves the right to deny or revoke this right, at its sole discretion, at any time, for any or no reason. You shall maintain Proprietary Information in strictest confidence, and shall take all reasonable steps and appropriate measures to safeguard Proprietary Information and maintain the confidentiality thereof. Upon demand by QuenchTime, you will return the original and all copies of any Proprietary Information to QuenchTime.
2. 1. Income Taxes and Required Forms Are Your Responsibility. You are responsible for paying local, state and federal taxes on any income generated from the Referral Fee PLUS Plan. Every year, QuenchTime will or will cause to provide IRS Form 1099 (non-employee compensation) earnings statement to each U.S. resident who is required to be provided such Form, which under current law includes those who had earnings of over $600 in the previous calendar year. When you are requested by our payment processor and tax services provider (“Payments Processor”) to provide information to the Internal Revenue Service for 1099 tax reporting purposes, you must provide your Social Security Number, or a federal Employer Identification Number, to the Payments Provider. Failure to provide an accurate Social Security Number, or a federal Employer Identification Number, will result in (i) the withholding of referral fees until rectified if such is completed within one year of such request, or (ii) the forfeiture of such referral fees if such has not been rectified within one year of such request.
  2. Reports. All information provided by QuenchTime in any online or telephonic reports, including but not limited to referred Members and referral fees generated is believed to be accurate and reliable. Nevertheless, due to various factors, including the inherent possibility of human and mechanical error; the accuracy, completeness and timeliness of subscriptions; denial of credit or debit cards; and credit card and debit card chargebacks, the information is not guaranteed by QuenchTime or any persons creating or transmitting the information. All information is provided “as is” without warranties, expressed or implied, or representations of any kind whatsoever. In particular, but without limitation, there shall be no warranties of merchantability, fitness for a particular use or non-infringement. To the fullest extent permissible under applicable law, QuenchTime and/or other persons creating or transmitting the information will in no event be liable to any Member or anyone else for any direct, indirect, consequential, incidental, special or punitive damages that arise out of the use of or access to information (including but not limited to lost referral fees, loss of opportunity and damages that may result from inaccuracy, incompleteness, inconvenience, delay or loss of the use of the information), even if QuenchTime or other persons creating or transmitting the information shall have been advised of the possibility of such damages. To the fullest extent permitted by law, QuenchTime or other persons creating or transmitting the information shall have no responsibility or liability to you, a Member, or anyone else under any tort, contract, negligence, strict liability, products liability or other theory with respect to any subject matter of this Agreement or terms and conditions related thereto. Access to and use of QuenchTime’s online reporting services and your reliance upon such information is at your own risk. All such information is provided to you “as is.” If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access to QuenchTime’s online reporting services and your reliance upon the information.
  3. Use of QuenchTime Name, Trademarks, and Other Proprietary Marks. The name of QuenchTime and other names as may be adopted by QuenchTime are proprietary trade names, trademarks and service marks of QuenchTime (“QuenchTime Name”). As such, these marks are of great value to QuenchTime and are supplied to you for your use only in an expressly authorized manner. Use of the QuenchTime name on any item not produced by QuenchTime is prohibited. Use of the QuenchTime name is prohibited in advertising. Advertising is not limited to print media; it also includes internet advertising and other forms of advertising. It is prohibited for you to use an internet or email address that utilizes the trade name QuenchTime, or includes QuenchTime or The Ultimate Wine Club in a portion of the address. It is also prohibited for you to use any website materials that reference or relate to QuenchTime that are not authorized in writing by QuenchTime on a website. It is also prohibited for you to place links to unauthorized websites or webpages onto a website or webpage that has been authorized by QuenchTime. It is also prohibited for you to use any website materials on a website that references or relates to QuenchTime that is not authorized in writing by QuenchTime.
3. Voluntary Cancellation and Termination. As referenced in Section 2.4, a Member has a right to cancel, at any time, regardless of reason.
4. Involuntary Termination or Sanctions for Violations. Your violation of any of the terms of the Membership Terms, including any amendments that may be made by QuenchTime in its sole discretion, may result in cancellation or other sanctions, including the involuntary termination of your Membership with QuenchTime and your loss of eligibility and payments for any or all referral fees in any QuenchTime referral program. Cancellation shall be effective on the date on which written notice is emailed, mailed, faxed, or delivered to an express courier to the your last known address (or fax number), or to your attorney, or when you receive actual notice of termination whether by such notice delivered as aforementioned, whichever occurs first.
5. Effect of Cancellation. So long as you comply with the terms of the Agreement including these Policies and Procedures, QuenchTime shall pay fees to you in accordance with the Referral Fee PLUS Plan. Such fees constitute the entire consideration for your efforts in generating referrals, subscriptions and sales and all activities related to generating referrals, subscriptions and sales. Following voluntary or involuntary termination of Membership (all of these methods are collectively referred to as “termination”), you shall have no right, title, claim or interest to any direct or indirect referral fees. Once terminated, you will lose all rights as a Member. This includes termination of the right to obtain referral or any other fees or payments for any QuenchTime subscriptions, services, or products, and the right to receive future fees or other income from QuenchTime of any type. In the event of termination, you agree to waive all rights you may have, including but not limited to property rights which may exist or have existed.

Disclaimers of Warranties and Limitations on Liability

THE QUENCHTIME SERVICE AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE QUENCHTIME SERVICE, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. QUENCHTIME DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE QUENCHTIME SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. QUENCHTIME SPECIFICALLY DISCLAIMS LIABILITY FOR THE AVAILABILITY AND ACCESSABILITY OF PARTNERS AND INFORMATION PROVIDED ABOUT SUCH PARTNERS, AND QUENCHTIME SOFTWARE.

EXCEPT AS EXPRESSLY SPECIFIED HEREIN, IN NO EVENT SHALL THE QUENCHTIME PARTIES BE LIABLE FOR ANY INJURIES, LOSSES, CLAIMS, OR DIRECT DAMAGES OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHICH ARISE OUT OF OR ARE ANY WAY CONNECTED WITH (1) THIS AGREEMENT (INCLUDING ANY CHANGES THERETO), (2) ANY USE OF THE QUENCHTIME SITES, SERVICES, THE QUENCHTIME CONTENT, OR THE MEMBER CONTENT, (3) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF ANY OF THE SERVICES), OR (4) YOUR VISIT TO ANY RESTAURANT OR THE PERFORMANCE, NON-PERFORMANCE, CONDUCT, OR POLICIES OF ANY RESTAURANT OR MERCHANT IN CONNECTION WITH THE SERVICES. QUENCHTIME DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHER VIOLATIONS OF RIGHTS WITH THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. NO LIABILITY OR RESPONSIBILITY IS ASSUMED FOR ANY ERRORS OR OMISSIONS OF THE CONTENTS IN THE WEBSITE; ANY CORRECTED DEFECTS; ANY FAILURES, DELAYS, MALFUNCTIONS, OR INTERRUPTIONS IN THE DELIVERY OF THE ANY CONTENT ON THE WEBSITE; ANY LOSSES OR DAMAGES; OR ANY CONDUCT BY USERS OF THE WEBSITE, EITHER ONLINE OR OFFLINE. QUENCHTIME DOES NOT WARRANT OR REPRESENT THE USE OR RESULTS OF THE USE OF THE SERVICES OR MATERIALS ON THE WEBSITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. IN ADDITION, YOU SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING YOU TO THE QUENCHTIME SITE BY REFERRAL, LINK, OR ANY OTHER MEANS IS NOT LIABLE TO MEMBER FOR ANY REASON WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES OR THE QUENCHTIME CONTENT. QUENCHTIME IS NEITHER AN AGENT OF NOR OTHERWISE ASSOCIATED WITH ANY RESTAURANT FOR WHICH A MEMBER HAS MADE A RESERVATION OR DINED, CLAIMED AN OFFER OR PROMOTION, OR PAID A BILL USING THE PAYMENT SERVICES OR ANY MERCHANT THAT ISSUES A MERCHANT GIFT CARD.

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL QUENCHTIME PARTIES, INCLUDING ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

Arbitration Agreement

If you are a QuenchTime member in the United States (including its possessions and territories), you and QuenchTime agree that any dispute, claim or controversy arising out of or relating in any way to the QuenchTime service, these Membership Terms and this Arbitration Agreement, shall be determined by binding arbitration or in small claims court. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award and nothing in this Arbitration Agreement shall be interpreted as limiting any non-waivable statutory rights. You agree that, by agreeing to these Membership Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and QuenchTime are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Arbitration Agreement and the termination of your QuenchTime membership.

If you elect to seek arbitration or file a small claim court action, you must first send to QuenchTime, by certified mail, a written Notice of your claim ("Notice"). The Notice to QuenchTime must be addressed to: General Counsel, QuenchTime, 11450 SE Dixie Highway, Suite 206, Hobe Sound, FL 33455 ("Notice Address"). If QuenchTime initiates arbitration, it will send a written Notice to the email address used for your membership account. A Notice, whether sent by you or by QuenchTime, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If QuenchTime and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or QuenchTime may commence an arbitration proceeding or file a claim in small claims court.

You may download or copy a form Notice and a form to initiate arbitration at www.adr.org. If you are required to pay a filing fee, after QuenchTime receives notice at the Notice Address that you have commenced arbitration, QuenchTime will reimburse you for your payment of the filing fee, unless your claim is for greater than US$10,000, in which event you will be responsible for filing fees.

The arbitration will be governed by the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Arbitration Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by the terms of this Arbitration Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless QuenchTime and you agree otherwise, any arbitration hearings will take place in the county of your residence. The arbitrator's award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law.

If your claim is for US$10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of QuenchTime's last written settlement offer made before an arbitrator was selected (or if QuenchTime did not make a settlement offer before an arbitrator was selected), then QuenchTime will pay you the amount of the award or US$5,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.

YOU AND QUENCHTIME AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and QuenchTime agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

Miscellaneous

Governing Law. These Membership Terms shall be governed by and construed in accordance with the laws of the state of Florida, U.S.A., without regard to conflict of laws provisions. These terms will not limit any consumer protection rights that you may be entitled to under the mandatory laws of your state of residence. The American Arbitration Association shall govern all matters relating to arbitration.

Third-Party Websites, Applications and Services. The Services may contain hypertext links to websites and applications operated by parties other than QuenchTime. Such hypertext links are provided for Member’s reference only, and QuenchTime does not control such websites and is not responsible for their content. QuenchTime’s inclusion of any hypertext links to such websites or applications does not imply any endorsement of the material on such websites or applications or any association with their operators. QuenchTime assumes no liability whatsoever for any such third-party websites, applications or any content, features, products, or services made available through such third-party websites or applications. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary's terms of service, including any license transferability and other usage rules therein.

Intellectual Property Rights and Grant of Rights to Members. The features, information, and materials provided and depicted through the Services are protected by copyright, trademark, patent, and other intellectual property laws. All text, graphical content, video, data, and other content made available through the Services (collectively, the “QuenchTime Content”) are provided to Member by QuenchTime or its partners or licensors solely to support Member’s permitted use of the Services. The QuenchTime Content may be modified from time to time by QuenchTime in its sole discretion. Except as expressly set forth herein, no license is granted to Member for any other purpose, and any other use of the Services or the QuenchTime Content by Member shall constitute a material breach of these Membership Terms. QuenchTime and its partners or licensors retain all rights in the Services and QuenchTime Content and any associated patents, trademarks, copyrights, mask work rights, trade secrets, or other intellectual property rights. No license, right, or interest in any trademarks of QuenchTime or any third party is granted under these Membership Terms.

Application License. Subject to the terms and conditions of these Membership Terms, QuenchTime grants Member a non-exclusive, non-transferable, revocable license to use the QuenchTime mobile applications, in object code form only, on Member’s compatible mobile devices, solely to support Member’s permitted use of the Services.

Unsolicited Materials. QuenchTime does not accept unsolicited materials or ideas for QuenchTime content, and is not responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to QuenchTime. Should you send any unsolicited materials or ideas, you do so with the understanding that no additional consideration of any sort will be provided to you, and you are waiving any claim against QuenchTime and its affiliates regarding the use of such materials and ideas, even if material or an idea is used that is substantially similar to the material or idea you sent.

Feedback. QuenchTime is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us ("Feedback"), including responses to questionnaires or through postings to the QuenchTime service, including the QuenchTime website and user interfaces, worldwide and in perpetuity without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the QuenchTime service. In addition, you agree not to enforce any "moral rights" in and to the Feedback, to the extent permitted by applicable law.

Customer Support. To find more information about our service and its features, or if you need assistance with your account, please visit the QuenchTime Help Center on our website. In certain instances, Customer Service may best be able to assist you by using a remote access support tool through which we have full access to your computer. If you do not want us to have this access, you should not consent to support through the remote access tool, and we will assist you through other means. In the event of any conflict between these Membership Terms and information provided by Customer Service or other portions of our website, these Membership Terms will control.

Release. Restaurants, Partners, and Merchants are solely responsible for their interactions with you and any and all claims, injuries, illnesses, damages, liabilities, and costs (“Claims”) suffered by you (or, if applicable, any recipient of an QuenchTime Member Card or a Merchant Gift Card) as a result of your (or such recipient’s) interaction with or visit to any Restaurant, Partner, or Merchant or from any promotion, offer, product or service of any Restaurant, Partner, or Merchant. Members must resolve all disputes directly with Restaurants. To the maximum extent permitted by applicable law, you hereby release the QuenchTime Parties from any and all such Claims. IN CONNECTION WITH THE FOREGOING, IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims you may have against the QuenchTime Parties pertaining to the subject matter of this Section 7.8.

Severability. If any provision or provisions of these Membership Terms shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

Assignment. These Membership Terms and the rights granted and obligations undertaken hereunder may not be transferred, assigned, or delegated in any manner by Member, but may be freely transferred, assigned, or delegated by QuenchTime.

Changes to Membership Terms and Assignment. QuenchTime may, from time to time, change these Membership Terms without notice, including, without limitation, by removing, adding, or modifying portions of the QuenchTime Website, Partners, Restaurants, and/or merchants. QuenchTime shall have no liability to you for any of the foregoing actions. If you object to any such changes, your sole recourse shall be to cease using the Services. Such revisions shall be effective immediately; provided however, for existing members, revisions of any Billing or price changes shall, unless otherwise stated, be effective up until the next billing cycle or 30 days after posting as may be required by law.

Communication Preferences. If you use our Sites and Services, QuenchTime may communicate with you via electronic messages, including email, text message/SMS, or mobile push notifications in accordance with our Privacy Policy. We will send you information relating to your account (e.g., payment authorizations, invoices, changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Last Updated: November 12, 2020

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