Terms of Service

Effective date: July 19, 2026

These Terms of Service ("Terms") form a legal agreement between Pengda Chen, operating as TableNote ("TableNote," "we," "us," or "our") and the business entity or individual using the service for a restaurant or other food-service business ("Owner," "you," or "your").

TableNote is a business-to-business software service available through tablenote.ca. It allows restaurant owners to upload or enter business information, including menus, hours, and policies, and to embed an AI-powered chat widget on their own websites so diners can ask questions.

These Terms apply only to Owners and other business customers using TableNote. They do not govern diners or other end users who interact with a widget on a restaurant website.

By clicking "I agree," "Create account," "Subscribe," or a similar assent mechanism, or by accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Overview of the Service

TableNote is designed to help restaurant businesses respond to diner questions using information provided by the Owner, such as:

  • menu items
  • hours of operation
  • business policies
  • other restaurant content submitted through the Service

The Service may generate AI-assisted responses, decline to answer, or escalate questions for human follow-up.

Where the Owner enables it, the Service also takes reservations on the Owner's behalf: recording bookings against the Owner's table inventory, maintaining a waitlist, sending confirmations and reminders to diners, and — if the Owner configures one — collecting a deposit for large parties. These features are described in Section 25.

The Service is offered as a paid subscription and includes recurring billing, dashboard access, and related account-management features.

2. Eligibility, Business Use, and Authority

You represent and warrant that:

  • you are using the Service for business purposes, not as a consumer for personal, family, or household use;
  • you are at least the age of majority in your jurisdiction;
  • you have the legal authority to bind the restaurant, business, or organization on whose behalf you use the Service; and
  • all information you provide to us is accurate, current, and complete.

If you are accepting these Terms for a company, partnership, sole proprietorship, or other organization, you represent that you are authorized to do so.

3. Account Registration and Security

To use certain features, you must create an account.

You are responsible for:

  • maintaining the confidentiality of your login credentials;
  • restricting access to your account and dashboard;
  • ensuring that each person who accesses the Service through your account is authorized to do so; and
  • all activity that occurs under your account, whether or not authorized by you, except to the extent caused by our own breach of these Terms or applicable law.

You must promptly notify us at contactus@tablenote.ca if you believe your account has been compromised or accessed without authorization.

We may suspend or restrict access if we reasonably suspect unauthorized access, fraud, abuse, or a security risk.

4. Clickwrap Acceptance and Electronic Communications

You agree that:

  • electronic acceptance of these Terms has the same force and effect as a handwritten signature;
  • we may keep records of assent, account creation, plan selection, billing status, and related transactions;
  • notices, disclosures, invoices, service messages, and other communications may be provided electronically; and
  • your use of the Service after receiving updated Terms or notices may constitute acceptance where permitted by law and as described in these Terms.

5. Owner Content and License

5.1 Owner Content

You may submit or make available information, text, menus, hours, policies, business contact details, and other content through the Service ("Owner Content").

5.2 Your Ownership

As between you and us, you retain your rights in Owner Content, subject to the rights you grant in these Terms.

5.3 License to TableNote

You grant TableNote a non-exclusive, worldwide, royalty-free license to host, copy, store, process, transmit, display, adapt, and use Owner Content only as reasonably necessary to:

  • provide, maintain, and support the Service;
  • generate and display chat responses;
  • route escalations and service notifications;
  • detect abuse, troubleshoot issues, and maintain security;
  • create internal backups and logs; and
  • comply with applicable law and enforce these Terms.

This license continues for as long as reasonably necessary to provide the Service and carry out the purposes described above, subject to our retention practices and applicable law.

5.4 Owner Content Warranties

You represent and warrant that:

  • you own or control all rights necessary to provide the Owner Content and grant the license above;
  • the Owner Content is accurate, current, and not misleading in any material respect;
  • the Owner Content does not infringe, misappropriate, or violate any third-party rights;
  • your submission and use of Owner Content through the Service complies with applicable law; and
  • you have all permissions needed to disclose any personal information included in Owner Content.

6. Owner Responsibilities

You are solely responsible for:

  • the accuracy, completeness, legality, and appropriateness of Owner Content;
  • reviewing and updating menus, hours, policies, and other business information;
  • monitoring recent conversations, escalations, and follow-up requests;
  • responding directly to diners when escalation or human clarification is needed;
  • determining what information should or should not be provided through the widget; and
  • your restaurant's own operations, food preparation, ingredient sourcing, labeling, service, and customer communications.

You acknowledge that TableNote does not know your actual kitchen practices, ingredient substitutions, cross-contact conditions, inventory changes, or live operational conditions unless you provide accurate and current information and independently verify it.

7. Prohibited Uses and Acceptable Use Rules

You must not, and must not permit others to:

  • use the Service for any unlawful, fraudulent, deceptive, or abusive purpose;
  • use the Service in a way that violates food labeling, consumer protection, privacy, advertising, or other applicable laws;
  • submit false, misleading, defamatory, infringing, or unauthorized content;
  • upload malware, harmful code, or content designed to disrupt systems;
  • interfere with or attempt to circumvent rate limits, authentication, access controls, or security measures;
  • access, scrape, probe, or attempt to access another customer's data or account;
  • reverse engineer, decompile, copy, frame, mirror, or create derivative works of the Service except to the extent such restriction is prohibited by law;
  • use the Service to develop or benchmark a competing product without our prior written consent;
  • use the Service to send spam or unauthorized commercial messages; or
  • use the Service in any manner that could damage, disable, overburden, or impair the Service or its infrastructure.

We may investigate suspected misuse and take action including suspension, removal of content, termination, and cooperation with lawful authorities.

8. AI Output and Critical Safety Limitation

8.1 AI-Assisted Nature of the Service

The Service uses AI-assisted processing to generate responses based on Owner Content and related system logic. AI-generated output may be incomplete, outdated, ambiguous, or incorrect.

The Service may refuse to answer, may summarize information imperfectly, and may escalate certain questions instead of providing a response.

8.2 Mandatory Non-Reliance Rule for Allergen, Ingredient, Dietary, and Medical-Safety Questions

The Service must not be relied on to confirm, determine, or guarantee:

  • allergens or allergen absence;
  • ingredients or ingredient substitutions;
  • cross-contamination or cross-contact risk;
  • gluten-free, dairy-free, nut-free, halal, kosher, vegan, vegetarian, or similar dietary suitability;
  • whether any food or beverage is safe for a person with an allergy, intolerance, sensitivity, religious restriction, or medical condition; or
  • any other dietary or medical safety conclusion.

Diners must contact the restaurant directly for confirmation of those matters.

You agree that you will not present the Service as a substitute for direct restaurant confirmation on these topics and will not instruct diners to rely exclusively on widget output for such decisions.

8.3 Owner Verification Duty

You are responsible for reviewing, verifying, and monitoring the information and responses made available through the Service, including escalated questions and high-risk inquiries. You must use your own judgment before relying on any output for your business operations or customer communications.

9. Third-Party Providers and Integrations

The Service may rely on third-party providers and infrastructure, including for:

  • payment processing;
  • hosting and deployment;
  • authentication and database services;
  • email delivery;
  • AI model access;
  • embeddings or similarity processing; and
  • security, analytics, or related technical functions.

Your use of certain third-party features may also be subject to separate third-party terms or policies.

We are not responsible for third-party services, products, policies, outages, or acts or omissions, except to the extent required by applicable law. Availability of the Service may depend in part on those third-party providers.

10. Service Changes, Availability, and Support

We may modify, improve, replace, suspend, or discontinue any part of the Service from time to time.

We do not guarantee that the Service will be uninterrupted, error-free, or available at all times. Scheduled maintenance, security work, provider outages, technical failures, or other events may affect availability.

We may, but are not obligated to, provide support, updates, maintenance, bug fixes, or feature enhancements.

If we make a change that materially reduces core functionality during an active paid term, we will use commercially reasonable efforts to provide notice where practical.

11. Fees, Billing, Renewal, and Cancellation

11.1 Subscription Fees

The Service is offered on a paid subscription basis unless we expressly state otherwise. You agree to pay all fees, charges, and applicable taxes associated with your selected plan.

Pricing, billing frequency, and included features will be presented at signup, checkout, or in your account.

11.2 Stripe Billing

Subscription billing is processed through Stripe. By subscribing, you authorize Stripe and TableNote, as applicable, to charge the payment method associated with your account for recurring subscription fees, taxes, and other properly due amounts.

11.3 No Free Trial

The Service does not include a free trial. Subscriptions begin, and billing starts, when you complete checkout. Any evaluation of the Service before subscribing is provided as a demonstration only, is time-limited, and does not create a subscription or an account.

If we ever offer a trial or promotional period, its terms will be expressly shown to you at signup and will govern that offer.

11.4 Automatic Renewal

Unless cancelled, subscriptions renew automatically for successive billing periods matching the plan you selected. You authorize recurring charges until cancellation takes effect.

11.5 Cancellation

You may cancel your subscription at any time through the "Manage billing" link in your dashboard, which opens Stripe's billing portal, or through another cancellation method we expressly make available.

If you cancel:

  • the cancellation stops future renewal charges;
  • you retain access through the end of the billing period already paid for; and
  • your account may become inactive at the end of that paid period unless you resubscribe.

11.6 No Partial-Period Refunds

Except where required by applicable law, fees are non-refundable, and we do not provide refunds or credits for:

  • unused time;
  • partial billing periods;
  • mid-cycle cancellations; or
  • reduced usage.

11.7 Taxes

Displayed fees do not currently include sales, value-added, goods and services, harmonized sales, provincial sales, withholding, or other similar taxes. We are not currently registered to collect these taxes and do not add them to your invoice. If we become required to collect such taxes in the future, we will begin adding them to invoices and will update this section accordingly. Regardless of whether we collect them, you remain responsible for any taxes properly owed on your subscription, other than taxes based on our own net income.

11.8 Payment Failure

If a charge is declined or unpaid, we may:

  • retry the payment method;
  • suspend or limit access;
  • downgrade or deactivate the account;
  • require an updated payment method; and
  • collect overdue amounts using lawful means.

You remain responsible for all unpaid amounts lawfully due.

11.9 Plan Changes

If you upgrade, downgrade, or otherwise change plans, the new pricing and billing treatment disclosed at the time of the change will apply.

12. Intellectual Property

12.1 Our Rights

The Service, including its software, code, design, branding, interfaces, documentation, workflows, and all related intellectual property rights, is owned by TableNote or its licensors and is protected by applicable law.

Except for the limited rights expressly granted in these Terms, no rights are transferred to you.

12.2 Limited Right to Use the Service

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during your subscription term to access and use the Service for your internal business purposes in connection with your restaurant or food-service operations.

12.3 Feedback

If you provide suggestions, comments, or feedback about the Service, you grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate that feedback without restriction or compensation, provided we do not thereby acquire ownership of your confidential business information as such.

13. Confidentiality and Privacy

13.1 Confidentiality

Each party may receive non-public information from the other that is identified as confidential or that reasonably should be understood to be confidential under the circumstances ("Confidential Information").

The receiving party will:

  • use Confidential Information only as necessary to exercise rights or perform obligations under these Terms;
  • protect it using reasonable care; and
  • not disclose it to third parties except to employees, contractors, or service providers who need to know it and are bound by appropriate confidentiality obligations, or as required by law.

Confidential Information does not include information that:

  • is or becomes public without breach of these Terms;
  • was lawfully known without restriction before disclosure;
  • is lawfully received from a third party without breach of duty; or
  • is independently developed without use of the disclosing party's Confidential Information.

13.2 Privacy

Our collection, use, disclosure, and retention of personal information is described in our Privacy Policy. You agree to use the Service in a manner consistent with applicable privacy laws and your own obligations to diners and website visitors.

You acknowledge that conversations submitted through your widget may be visible to your business through the Service dashboard or related escalation tools.

14. Suspension and Termination

14.1 Suspension

We may suspend or restrict access immediately, with or without notice, if we reasonably believe:

  • you breached these Terms;
  • your use creates a security risk or legal risk;
  • your account is involved in fraud, abuse, or unauthorized activity;
  • payment is overdue; or
  • suspension is necessary to protect the Service, other customers, or third parties.

14.2 Termination by You

You may stop using the Service at any time. Subscription cancellation is governed by Section 11.

14.3 Termination by Us

We may terminate these Terms or your access to the Service:

  • for cause, if you materially breach these Terms and fail to cure the breach within a reasonable period if cure is feasible; or
  • immediately where the breach is not curable or where immediate action is reasonably necessary for security, fraud prevention, legal compliance, or protection of the Service or others.

14.4 Effect of Termination

Upon termination or expiration:

  • your right to access and use the Service ends, except to the extent we expressly allow limited post-termination access;
  • fees already due remain payable;
  • we may deactivate your account and begin ordinary deletion, anonymization, or retention handling in accordance with our policies and legal obligations; and
  • Sections that by their nature should survive will survive, including provisions on payment, intellectual property, confidentiality, disclaimers, indemnity, limitations of liability, governing law, dispute venue, and general terms.

15. Indemnity

You will defend, indemnify, and hold harmless Pengda Chen operating as TableNote, and his affiliates, contractors, service providers, and representatives, from and against any third-party claims, demands, actions, proceedings, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable legal fees, arising out of or related to:

  • your use of the Service;
  • Owner Content;
  • your restaurant's menus, ingredient information, hours, policies, or customer communications;
  • food preparation, labeling, allergen handling, cross-contact, substitutions, or service decisions made by your business;
  • your violation of these Terms;
  • your violation of applicable law; or
  • your infringement or violation of any third-party rights.

This indemnity does not apply to the extent a claim is finally determined to have resulted directly from our gross negligence, fraud, or wilful misconduct, where such carve-out is required or recognized by applicable law.

We may control the defense and settlement of any indemnified claim, provided we act reasonably. You will cooperate as reasonably requested. You may not settle any claim in a manner that imposes liability or obligations on us without our prior written consent.

16. Disclaimers

16.1 Service Provided "As Is"

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."

16.2 No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MENU ASSISTANT DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF:

  • MERCHANTABILITY;
  • MERCHANTABLE QUALITY;
  • FITNESS FOR A PARTICULAR PURPOSE;
  • SATISFACTORY QUALITY;
  • TITLE;
  • NON-INFRINGEMENT;
  • QUIET ENJOYMENT;
  • ACCURACY;
  • COMPLETENESS;
  • RELIABILITY;
  • TIMELINESS;
  • AVAILABILITY; AND
  • RESULTS TO BE OBTAINED FROM USE OF THE SERVICE.

Without limiting the foregoing, we do not warrant that:

  • the Service will be uninterrupted, secure, or error-free;
  • any output will be accurate, complete, or appropriate for your purposes;
  • the Service will detect, prevent, or correctly handle all high-risk inquiries;
  • the Service is suitable for legal, medical, allergen, nutritional, safety-critical, or compliance-critical decisions; or
  • defects will be corrected.

16.3 No Professional or Safety Advice

The Service does not provide legal, medical, nutritional, allergen, food safety, or other professional advice. Any output is informational only and must be independently reviewed by you.

17. Limitation of Liability

17.1 Scope

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SECTION APPLIES TO ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, STATUTE, EQUITY, OR ANY OTHER LEGAL THEORY.

17.2 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MENU ASSISTANT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, ANTICIPATED SAVINGS, OR REPUTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.3 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF MENU ASSISTANT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

  • THE TOTAL FEES PAID OR PAYABLE BY YOU TO MENU ASSISTANT FOR THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND
  • CAD $500.

This cap is cumulative and applies in the aggregate, not per claim, incident, or theory of liability.

17.4 Carve-Outs

Nothing in these Terms limits or excludes liability to the extent such limitation or exclusion is prohibited by applicable law.

In addition, the limitations in this Section do not apply to:

  • your obligation to pay fees lawfully due;
  • your indemnity obligations under Section 15; or
  • liability that cannot legally be limited or excluded under applicable law.

17.5 Allocation of Risk

You acknowledge that the fees charged for the Service reflect the allocation of risk set out in these Terms and that TableNote would not provide the Service on the same terms without these limitations.

18. Changes to the Service or These Terms

We may update these Terms from time to time.

If we make a material change, we will provide advance notice by reasonable means, such as:

  • posting the updated Terms on tablenote.ca;
  • updating the effective date;
  • sending an email to the address associated with your account; or
  • providing notice through the dashboard or Service.

Unless a different effective date is stated, material changes will take effect no earlier than 15 days after notice is provided. Non-material changes may take effect upon posting.

If you do not agree to an updated version, you must stop using the Service and cancel your subscription before the updated Terms take effect. Continued use of the Service after the effective date of updated Terms constitutes acceptance of the updated Terms to the extent permitted by law.

19. Notices

You agree that we may provide notices to you by:

  • email to the address associated with your account;
  • posting within the Service or dashboard; or
  • posting on tablenote.ca where appropriate.

You must send legal notices to us by email at contactus@tablenote.ca. We may request additional information to verify the sender and the subject of the notice.

You are responsible for keeping your contact information current.

20. Assignment

You may not assign, transfer, delegate, or sublicense these Terms or any of your rights or obligations under them without our prior written consent.

We may assign or transfer these Terms, in whole or in part, in connection with a sale of assets, business reorganization, financing, merger, succession, or similar transaction, or to a successor operator of the Service.

Any prohibited assignment by you is void to the extent permitted by law.

21. Force Majeure

We are not liable for delay, failure, or interruption caused by events beyond our reasonable control, including:

  • acts of God;
  • fire, flood, severe weather, or natural disaster;
  • war, terrorism, civil unrest, or labour disruption;
  • internet, telecommunications, hosting, cloud, or utility outages;
  • third-party service failures;
  • governmental action or legal restriction; or
  • cyberattacks or security incidents not caused by our failure to use reasonable measures under the circumstances.

This Section does not excuse your payment obligations for amounts already due.

22. Governing Law and Exclusive Courts

These Terms, and any dispute, claim, or controversy arising out of or relating to the Service or these Terms, are governed by the laws of the Province of Manitoba and the federal laws of Canada applicable there, without regard to conflict of laws principles.

You and TableNote agree that the courts located in Manitoba, Canada will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party attorns to the exclusive jurisdiction of those courts.

23. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

24. Waiver

No failure or delay by either party in exercising any right or remedy under these Terms operates as a waiver. Any waiver must be express and in writing to be effective.

25. Reservations, Waitlist, and Deposits

25.1 The Owner's Book, Not Ours

Reservations taken through the Service are agreements between the Owner and the diner. TableNote records and communicates them; it is not a party to them, does not guarantee that a table will be available or honoured, and does not operate a marketplace or take a commission on any cover.

25.2 Accuracy and Overbooking

Availability is derived from the table inventory, service hours, closures, and limits the Owner configures. If those are wrong or out of date, the Service will offer times that do not reflect the Owner's actual capacity. The Owner is responsible for keeping them current and for honouring, moving, or declining any individual booking.

25.3 Waitlist

A waitlist entry is not a reservation. When a table is released, the Service may invite the longest-waiting guest who fits to book it. That invitation does not hold the table, and the table may be taken by someone else before the guest responds.

25.4 Messages to Diners

The Service may send a diner a booking confirmation by email and a reminder by text message, using contact details the diner provides for that reservation. These are transactional messages relating to a booking the diner requested. The Owner must not use the Service to send diners marketing or promotional messages.

25.5 Deposits

If the Owner turns on deposits, a diner booking a party at or above the Owner's chosen size is asked to pay a deposit before the sitting.

  • The deposit is charged to, and settles in, the Owner's own payment account. TableNote does not hold, custody, or receive these funds.
  • TableNote takes no commission, application fee, or other cut of a deposit.
  • The Owner sets the amount and the threshold, and is solely responsible for its deposit and refund policy, for communicating that policy to diners, and for issuing any refund.
  • A booking is created before payment is requested, so an unpaid deposit does not cancel a reservation automatically. Whether to hold, chase, or release such a booking is the Owner's decision.
  • Deposits require the Owner to complete onboarding with our payment provider and are subject to that provider's own terms.

25.6 No-Shows and Cancellations

Cancellation windows, no-show handling, and any charge or penalty are matters between the Owner and the diner. TableNote records the outcome the Owner or the diner enters; it does not enforce, arbitrate, or collect on the Owner's behalf.

26. Entire Agreement

These Terms, together with any applicable order details, pricing disclosures, plan descriptions, and policies expressly incorporated by reference, constitute the entire agreement between you and TableNote regarding the Service and supersede prior or contemporaneous understandings relating to the same subject matter.

If there is a conflict between these Terms and a pricing or plan description, these Terms govern unless the other document expressly states that it overrides a specific provision of these Terms.

27. Survival

Any provision that by its nature should survive termination or expiration will survive, including provisions concerning:

  • fees and payment obligations;
  • licenses granted where continued performance requires them;
  • intellectual property;
  • confidentiality;
  • indemnity;
  • disclaimers;
  • limitations of liability;
  • governing law and exclusive venue;
  • notices; and
  • general interpretive provisions.

28. Contact Information

TableNote — Operated by Pengda Chen
Website: tablenote.ca
Email: contactus@tablenote.ca

If you have questions about these Terms, please contact us at the email address above.