This is a legally binding contract between all Users and LivCity Corp. regarding the access and use of the LivCity Applications.  If You are using the LivCity Applications on behalf of another person or a corporate entity, You represent and warrant that You have the authority to bind such person or entity to these Terms of Service.  You acknowledge and agree that the LivCity Applications are made available to facilitate the ordering of food, beverages or other products provided by Venues. You understand that LivCity’s technology and services facilitate these transactions and that LivCity is not a Venue, nor is LivCity responsible for fulfilling orders placed by You with Venues.

BY ACCESSING, BROWSING AND USING THE LIVCITY APPLICATIONS, YOU INDICATE THAT YOU HAVE READ AND ACCEPT THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN YOU MAY NOT ACCESS OR USE THE LIVCITY APPLICATIONS.

THESE TERMS OF SERVICE ARE SUBJECT TO CHANGE BY LIVCITY IN ITS SOLE DISCRETION AT ANY TIME TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.  When changes are made, LivCity will make a new copy of the Terms of Service available at www.livcity.ca/terms.  The changes will be effective immediately and Your continued use of the LivCity Applications will constitute Your acceptance of such changes.  PLEASE REGULARLY CHECK THE LIVCITY APPLICATIONS TO VIEW THE MOST CURRENT TERMS.

 1    Basic Terms

 “LivCity” means LivCity Corp., a corporation incorporated under the laws of Canada.

“LivCity Applications” means any software distributed by LivCity Corp.

“Privacy Policy” means LivCity’s Privacy Policy which can be accessed at http://www.livcity.ca/privacy.  The Privacy Policy contains important information about the collection, use and disclosure of User’s personal information collected from the LivCity Applications.  The terms of the Privacy Policy are incorporated into this Terms of Service.

“User” or “Users” means Venues, end customers, advertisers and any other person who accesses the LivCity Applications.  

“Venue” or “Venues” means restaurants, bars and stores that offer goods through the LivCity Applications.  In addition to these Terms of Service and the Privacy Policy, Venues are subject to additional terms agreed in separate agreements with LivCity.  In the event of any conflict between these Terms of Services and the separate agreements You have with LivCity, the terms of the separate agreement will govern.

“You” or “Your” means the individual or legal entity, as applicable, who is a User.

1.1 Parties

These Terms of Service are entered into between You and LivCity.  The download providers, Apple Inc. and Google Inc., are not a party to these Terms of Service and will not have any obligations with respect to the LivCity Application.

1.2 LivCity Accounts

Access

You must create an account to access the LivCity Applications. Subject to Your compliance with these Terms of Service, LivCity grants You a personal, revocable, non-exclusive and non-transferable license to use the LivCity Applications.  However, LivCity reserves the right, at its sole discretion, to deny access to anyone at any time.  You will cease and desist from any such access or use of the LivCity Applications immediately upon request from LivCity.

Accurate Information

You represent that all information supplied by You on the LivCity Applications or in connection with Your use of the LivCity Applications is true, accurate, current and complete.  This includes all information provided by You to create an account.

Security

You are responsible for keeping Your account secure. You agree that You will not share or disclose Your LivCity password or PIN number with anyone.  LivCity will not be liable for any loss or damage arising from Your failure to safeguard Your password, PIN number, mobile phone or tablet device. 

Account Deletion

If You do not have a gift card balance or an outstanding debt on Your account, You may request the deletion of Your account by emailing account@livcity.ca.  LivCity will disable Your account but may keep the disabled account for fraud prevention or other lawful purposes.  If You request deletion of Your account, stop using the LivCity Applications and uninstall and remove all local software components thereof.  LivCity may delete an account at any time by giving notice to You, at our discretion, by email or phone to the contact information on file with us or through the LivCity Applications.

1.3 Use

Permitted Use

You may use the LivCity Applications to create an account, place orders, purchase gift cards, pay for goods and view menus, deals and events happening around You.  Venues may use the appropriate LivCity Applications to manage and fill orders, place advertisements, set up loyalty programs and manage menus and inventory.

Prohibited Use

You may not, without LivCity’s prior written permission, use the LivCity Applications or any content on the LivCity Applications for purposes other than those explicitly permitted in these Terms of Service. Without limiting the generality of the foregoing, You will not:

1. Reproduce, distribute, sell, license or publish any part of the LivCity Applications or the content found on the LivCity Applications.
2. Copy, modify or create derivative works based on the LivCity Applications or the content found on the LivCity Applications;
3. Modify, manipulate or attempt to change any headers or identifiers the LivCity Applications use;
4. Attempt to circumvent, disable or defeat any of the security features, including encryption, that protect the LivCity Applications;
5. Decompile, disassemble, or reverse engineer any part of the LivCity Applications;
6. Attempt to manipulate, change or create content that would appear attributable to another User;
7. Upload to or transmit through the LivCity Applications any information, images, text, data, media or other content that is offensive, harmful, tortuous, hateful, obscene, defamatory or violates any laws or is otherwise objectionable, in each case as determined by LivCity in its sole discretion; or
8. Violate any laws.

1.4 Availability and Updates

LivCity will use reasonable efforts to make the LivCity Applications available 24 hours a day, 7 days a week, except for (a) planned downtime for maintenance and updates, or (b) any unavailability caused by circumstances beyond LivCity’s reasonable control, including without limitation, acts of God, acts of government, Internet service provider failures or delays or denial of service attacks.

While LivCity tries to ensure this availability, LivCity does not guarantee availability and will not be liable to You if the LivCity Applications is unavailable at any time.  LivCity reserves the right to alter, suspend or discontinue the LivCity Applications at any time without notice.

1.5 Intellectual Property

All information, photographs and text that is posted or transmitted to the LivCity Applications by Users (“User Content”) is the sole responsibility of such Users.  This means that the User, and not LivCity is responsible for all User Content made available on the LivCity Applications.  LivCity may monitor User Content from time to time but LivCity does not guarantee the accuracy, integrity or quality of such content.  Under no circumstances will LivCity be liable in any way for any User Content including any loss or damage incurred as a result of the viewing or use of such material made available on the LivCity Applications.  To the extent that User Content contains any personally identifiable information, that data is handled in accordance with the LivCity Privacy Policy.

By submitting, posting or displaying User Content on or through the LivCity Applications, You grant LivCity a worldwide, non-exclusive, royalty-free, perpetual, transferable and fully sublicensable right to use, refrain from using or modify User Content.  You represent and warrant that You have all the rights, power and authority necessary to grant the rights granted herein to any User Content that You submit.  

The LivCity Applications and all content contained therein is owned or licensed by LivCity and protected by copyright, trade-mark and other intellectual property laws.  LivCity expressly reserves all right in the LivCity Applications and all materials provided by LivCity in connection with these Terms of Service that are not specifically granted to You. 

You may only use content found on the LivCity Applications for the applicable permitted uses described in Section 1.3.  If You access another User’s Personal Information through or in connection with the LivCity Applications or LivCity’s social media advertising, You agree that You will treat such Personal Information in accordance with LivCity’s current Privacy Policy and You will not collect or harvest any Personal Information.

2 GIFT CARDS

You may purchase LivCity gift cards through Your account with Apple Pay or Google Pay.  Each purchase will result in a separate gift card that is stored in electronic form and linked to a unique gift card id.  LivCity charges a one-time $0.35 activation fee for every gift card that You purchase.  You can view the combined credit of all Your gift cards in the “Account“ tab of Your LivCity Application.  The receipt for each gift card can be found in the “Settings“ tab of Your LivCity Application by tapping “Gift Cards”.  Contact information and gift card support can also be found in the “Settings“ tab or by emailing support@livcity.ca.

LivCity gift cards are redeemable at all Venues listed on the LivCity Applications.  LivCity gift cards do not expire or decrease in value if unused.  LivCity gift cards cannot be resold, reloaded or transferred to another User.  LivCity gift cards are nonrefundable and their dollar value may not be redeemed for cash.  Gift cards may be used as partial payment at any Venue.  To use a gift card as partial payment You must (1) create an order for a dollar value greater than the remaining credit balance in Your account at the Venue where You wish to make the partial payment, (2) confirm Your order and enter Your pin, (3) click the “receive a credit” button on the insufficient funds alert, and (4) confirm Your order.  A green screen receipt with the credit balance will represent that the transaction was successful.  You will then need to place an order at the Venue outside of the LivCity Application and show Your credit receipt.  The Venue will not give You cash back so You will need to provide another form of payment for any cost that exceeds the credit.

The risk of loss and title for gift cards pass to You upon our electronic transmission of the gift card to You.  LivCity is not responsible if any gift card is lost, stolen, destroyed or used without Your permission, or if You lose access to Your account.  LivCity reserves the right to void the gift card if LivCity suspects that the gift card was obtained or used fraudulently, unlawfully or otherwise in violation of these Terms of Service.

To the extent permitted by law, we reserve the right, at any time and in our sole discretion, to add to or amend terms and conditions (including these Terms of Service) in relation to the use of gift cards. LivCity also reserves the right to restrict the use of Gift Cards to comply with applicable law. 

2.1 Gift Card Payment Processing

Gift card payment processing services for the LivCity Applications are provided by payment service providers as LivCity may choose from time to time (collectively referred to as the “Payment Processing Services Provider”).  You hereby authorize the LivCity Application to send an encrypted Apple Pay or Google Pay token to the Payment Processing Services Provider which may contain financial information, banking details and transaction information related to Your use of the payment processing services and the LivCity Application.  You also agree that the LivCity is not responsible for the use or misuse of such financial information, banking details and transaction information by the Payment Processing Services Provider or any third party.  LivCity will not store Your financial information, banking details or card information. 

3 ORDERS

You may place orders for goods from Venues through the LivCity Application.  LivCity provides associated services like payment processing and access to the LivCity Applications.  LivCity does not prepare or fulfil any orders for goods and LivCity will not be liable for any transactions between Users.  Menus and other Venue-related information on the LivCity Application is content provided by the Venue and not LivCity.

3.1 Access and Placing Orders

You may access the ordering services by creating a User Account and purchasing LivCity gift cards.  Once You have an account, You may select goods from a Venue’s menu, choose Your desired quantity and options, and then add them to Your bill.  Your bill can be edited at any time prior to placing an order.  Once You have made Your selection, You may proceed to place an order.  At this time, You will have the opportunity to review Your bill.  After You have reviewed and confirmed the items on Your bill, You will be prompted to enter Your PIN number.  Upon verification of Your PIN, You will receive a green screen receipt and Your order will be created and sent to the Venue.  Once You have placed Your order, You will not be entitled to change or cancel Your order and You will not be entitled to a refund (except where required by law).  Notwithstanding that You have no right to change or cancel Your order (except where required by law), You may contact the Venue directly and request a change or cancellation. 

We encourage Venues to communicate any inability or unwillingness to fulfil order promptly.  If a Venue is unable to fulfill Your order, You will receive a rejected order notification and You will be refunded for the full amount the order. You agree that LivCity or the Venue will have no liability to You for orders that are rejected.

3.2 Claiming Orders

To claim an order at a Venue, You must present Your green screen receipt to the Venue.  To view Your current green screen receipts, navigate to the “Account” tab at the bottom of the LivCity Application and select the “Bill” button.  Alternatively, You can see any outstanding orders at a particular Venue by tapping the “Bill” button at the top of the Venue page. 

The process of claiming orders may differ from Venue to Venue. If the Venue offers a server service then Your Order will be delivered to the table or location where You checked in when You placed the order.  If the Venue has a pick-up service then You will be notified by a push notification when Your order is ready.  You must then go to the designated pick-up area and claim Your order.  If the Venue offers a pick and go service then You may enter Your order and collect the items Yourself.  Note that You must have a valid green screen receipt before You leave a Venue’s premises if You are using the pick and go service.  If You leave a Venue’s premise before receiving a green screen this is stealing and You are liable to be reprimanded to the fullest extent of the law.  Venues have the right to ask for Your green screen receipt to verify Your order at any time. 

It is Your responsibility to ensure that You claim Your orders.  Failure to pick up a completed order in a reasonable period of time is not a valid reason for a refund.  If You are unsure the status of Your order, You should inquire directly with the Venue.

3.3 Alcohol

If You order alcohol, You warrant that You are of legal age to purchase and consume alcohol in the jurisdiction where the alcohol is served and You are not ordering alcohol for any person below the legal age in the applicable jurisdiction.  You acknowledge and agree that Venues may require valid government-issued photo identification(s) from You and have the right to withhold alcohol products at their discretion.  Any refund for alcohol withheld by a Venue will be based on the discretion of the Venue or LivCity. 

3.4 Goods Contract

The legal contract for the purchase of goods will in all cases be between the User and the Venue.  You irrevocably appoint and authorize LivCity to act as Your sole and exclusive agent for the purpose of concluding contracts for the sale of goods between You and the Venue by means of You placing orders via the LivCity Application.  LivCity may act as agent for the User and Venue for the legal contract for the purchase and sale of the goods.  YOU ACKNOWLEDGE AND AGREE THAT LIVCITY HAS NO CONTROL OVER THE QUALITY OF THE GOODS OR SERVICES OFFERED BY VENUES AND THAT LIVCITY WILL HAVE NO LIABILITY TO YOU FOR ANY PROBLEMS CAUSED BY THE VENUE CONCERNING YOUR ORDERS, INCLUDING, WITHOUT LIMITATION, MISSED ITEMS AND ANY PROBLEMS WITH RESPECT TO THE QUALITY OF THE GOODS INCLUDING IF THE GOODS CAUSE ILLNESS, ALLEGIC REACTIONS OR HAVE INCORRECT NUTRITIONAL VALUES.

3.5 Complaints and Refunds

The best way to resolve an issue is directly with the Venue at the time the issue arises.  Venues have the capability to provide refunds through the LivCity Applications but are not required to do so.  Any refunds will be in the Venues discretion.  If You have a right to a refund by law and the Venue does not issue a refund then You should email LivCity a detailed description of the issue at support@livcity.ca.

3.6 Allergies and Dietary Preferences

The LivCity application provides Users the opportunity to enter allergy information or dietary preferences into a setting on their account.  If a Venue has attached a corresponding allergy or dietary preference to a menu item, LivCity will alert You by coloring the text of item yellow, in the case of an allergy, and green, in the case of a dietary preference.  This functionality is supposed to assist You in identifying which menu items to select or avoid but it is not to be relied on exclusively.  You have the responsibility to notify a Venue of Your allergies and confirm any dietary preferences.  Venues are responsible for providing menu information and ensuring that it is factually accurate and up-to-date, and LivCity does not undertake any such responsibility.  You acknowledge and agree that menu item information is the responsibility of Venues and LivCity has no control over the quality of the goods delivered.

4 COUPONS

Venues may create custom coupons for their stores.  Users with an account may claim these coupons. Coupons may only be applied towards orders on the LivCity Application.  There is a limit of one coupon per order.  The LivCity Application will calculate the highest value coupon that is applicable to each selection You make and ask You whether You would like to add the Coupon to Your order.

Coupons can apply to specific menu items or orders generally (“Qualifying Items”), if You do not purchase the Qualifying Items the discount will not apply.  Coupons may have a specific dollar amount or may provide a percentage-based discount. All coupons have an expiry date and some coupons may have other additional terms like time restrictions on when the coupon can be used.  To view the particular additional terms of each coupon, navigate to the “Account” tab and click the “Coupon” button, then You can tap on an individual coupon to see the additional terms (including the Venue it is redeemable at by clicking the “Venue” button in the terms alert).  Coupon offers are good while supplies last.  Coupons may not be transferred, assigned, copied, reproduced, exchanged or refunded for cash.  If You return any of the items purchased with a coupon, the coupon discount or value may be subtracted from the return credit. 

To add a coupon to Your order, You must select the appropriate Qualifying Items.  For example, if You have a buy four get one free coupon, You must add four items to Your bill.  If You have a coupon that applies to Your whole order then You will be asked to add it when You click checkout.

If You unsubscribed from a Venue, You will be removed from that Venue’s loyalty programs and You will forfeit all coupons associated with that program.  LivCity is not responsible if any coupon is lost, stolen, destroyed or used without your permission, or if You lose access to Your account.

5 DISCLAIMERS

5.1 Content

While LivCity will try to ensure that information on the LivCity Applications is correct, LivCity does not promise it is accurate or complete. LivCity may make changes to the material on the LivCity Application including to the menu items and prices, at any time without notice.

5.2 Allergy and Dietary Preferences

Venues are responsible for providing menu information, which includes adding allergy warnings and dietary preferences.  It is the Venue’s responsibility to keep this information up-to-date and LivCity does not take any such responsibility.  If You are in doubt about allergy warnings, contents of a dish or any other menu information, You should confirm with the Venue directly before ordering.

5.3 Venue Actions and Omissions

The legal contract for the supply and purchase of goods is between the User and the Venue that the order is placed.  LivCity has no control over the actions or omissions of any Venue.  Without limiting the generality of the foregoing, You acknowledge and accept the following by using the LivCity Applications:

1. LivCity does not give any undertaking that the food, beverages and goods ordered from any Venue through the LivCity Applications will be of satisfactory quality or suitable for Your purpose and we disclaim any such warranties.
2. LivCity encourages all Venues to accept all orders and to communicate any rejection promptly. LivCity will send You push notification (if allowed in Your settings) as soon as reasonably practicable if a Venue rejects Your order.  You may also check Your order receipt for any updates on rejections.  LivCity does not guarantee that Venues will accept all orders, and Venues have the discretion to reject orders at any time.

The foregoing disclaimers do not affect Your statutory rights against any Venue.

5.4 Viruses

The downloading and viewing of the LivCity Applications are done at Your own risk.  LivCity cannot and does not guarantee or warrant that the LivCity Applications or their content are compatible with Your devices or that any links from the LivCity Applications will be free of viruses, worms, malware, trojan horses or disabling devices or other code that manifests contaminating or destructive properties.  You are responsible for implementing safeguards to protect the security and integrity of Your device, and You are responsible for the entire cost of any service, repairs or connections of and to Your device that may be necessary as a result of Your use of the LivCity Applications.

5.5 Communications Not Confidential

LivCity does not guarantee the confidentiality of any communications made by You through the LivCity Applications.  Although LivCity generally adheres to the accepted industry practices in securing the transmission of data to, from and through the LivCity Applications, You understand, agree and acknowledge that LivCity cannot and does not guarantee the security of data transmitted over the internet or public networks in connection with Your use of the LivCity Applications.

6 NO IMPLIED WARRANTIES; LIMITATION OF LIABILITY

6.1 No Implied Warranties

The LivCity Applications and their content are provided “as is” without warranty or condition of any kind.  To the fullest extent permitted by law, LivCity disclaims all warranties, representations and conditions of any kind with respect the LivCity Applications and their content and services, whether express, implied, statutory or collateral, including, without limitation, the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement or that the LivCity Applications and their content and services will be error-free or will operate without interruption.

6.2 Exclusion of Indirect Damages

In no event will LivCity be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any damages of any kind (including, without limitation, indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of revenue, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities), whether or not LivCity is advised of the possibility of such damages, resulting from or related to the use of, or the inability to make use of, the LivCity Applications, their content or their services.

6.3 No Responsibility For Venues

Venues offering food, beverages or other goods or services through the LivCity Applications are independent persons or organizations and not representatives, agents or employees of LivCity.  LivCity is not liable for the acts, errors, omissions, representations, warranties, contractual breaches or negligence of any Venues or for any personal injury, death, property damage, or other damages or expenses resulting therefrom and takes no responsibility whatsoever for the products or services offered by Venues.

6.4 Limitation of Liability

To the extent that the foregoing limitations do not apply, in no event will the total aggregate liability of LivCity in connection with or under these Terms of Service, including in connection with Your use of, or inability to make use of, the LivCity Applications or their content or services exceed CAD $100.00 (one hundred Canadian dollars).  For greater certainty, the existence of one or more claims under these Terms of Service will not increase the maximum liability amount.

6.5 Additional Cost

You assume full and sole responsibility for any additional costs that You may incur in connection with or as a result of Your use of the LivCity Applications, including without limitation costs relating to the servicing, repair or adaptation of any equipment, software or data that You may own, lease, license or otherwise use.

THE LIMITATIONS ABOVE REFLECT A FAIR ALLOCATION OF RISK BUT FOR WHICH LIVCITY WOULD NOT MAKE THE LIVCITY APPLICATIONS AVAILABLE TO USERS. THE LIMITATIONS IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

7 INDEMNIFICATION

You agree to defend, indemnify and hold harmless LivCity, its licensors and their directors, officers, agents, contractors, partners, representatives and employees from and against any threatened or actual claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal fees, incurred in connection with or as a result of:

1. Your breach of these Terms of Service or any documents referenced herein;
2. Your violation of any law or the rights of a third party (including, without limitation, intellectual property rights); or
3. Your breach of or failure to perform in respect of any Orders made by You or by any third party acting on Your behalf or with Your permission.

LivCity reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate as fully as reasonably required by LivCity.

8 MISCELLANEOUS

8.1 Governing Law

These Terms of Service will be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. These laws apply to Your access to or use of the LivCity Applications, including any content or related services, notwithstanding Your domicile, residency or physical location. The LivCity Applications are intended for use only in jurisdictions where they may lawfully be offered for use.

8.2 Dispute Resolution

You and LivCity agree that disputes will be resolved on an individual basis.  Any claim You may have must be brought individually, in Your individual capacity and not as a representative plaintiff or class member, and You will not join such claim with claims of any other person or entity, or bring, or join or participate in a class action lawsuit, collective or representative proceeding of any kind (existing or future) against LivCity.

8.3 Entire Agreement

If You are a User but not a Venue, these Terms of Service, the Privacy Policy and any documents incorporated by reference herein constitute the entire agreement between LivCity and You pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and LivCity with respect to the LivCity Applications.

8.4 No Waiver

LivCity’s failure to insist upon or enforce strict performance of any provision of these Terms of Service will not be construed as a waiver of any provisions or right.

8.5 Severability

If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

8.6 Force Majeure

LivCity will not be liable to You for any failure of or delay in the performance of its obligations under these Terms of Service for the period that such failure or delay is due to causes beyond LivCity’s reasonable control, including but not limited to acts of God, power outages, internet disconnection, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.

8.7 Assignment

You may not transfer any of Your rights or obligations under these Terms of Service without LivCity’s prior written consent. LivCity may transfer any of our rights or obligations under these Terms of Service without Your prior written consent to any of our affiliates or any business that we enter into a joint venture with, purchase or are sold to.

9 Contact

Beyond the contact information contained within, LivCity can be contacted by email at info@livcity.ca.