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membership policies & terms
Membership Policies & Terms
RTN members will be identified by company name and/or logo on a Members List maintained on the “public-facing” sections of the RTN website, in RTN’s marketing content and presentations, and on RTN’s press releases, social media channels, and at industry events.
Any individual in an RTN voluntary leadership position (Board of Governors, Vendor Advisory Council, Workgroup Chairs/Co-chairs), agrees to have his/her name, title, company, and RTN leadership affiliation shared by RTN to the public. This information may be shared throughout RTN’s website, and related press release distributions, social media channels, event presentations and other marketing materials. RTN reserves the right to remove any individual from voluntary leadership roles for violation of the RTN terms and conditions, for actions not in accordance with the RTN code of conduct, or for actions deemed by RTN to be contrary to the RTN Mission Statement.
If a Member is accepted to participate in an RTN Workgroup, that Member’s company name may be used in RTN press releases and other communication materials, and any resume or biographical material submitted to RTN, including but not limited to basic contact information, will be shared with other participants on the same RTN Workgroup, and may also be published in meeting notices or minutes available to all RTN members.
1) Good Faith:
All members agree and represent that they are joining RTN in good faith, for the sole purpose of supporting the RTN mission, Vision and Values. Member represents that information provided to RTN during the Member registration process is true and correct. Should it be found that the Member has misrepresented information or its intention as stated within the RTN registration process, or intentionally misused or disclosed information distributed to Members by RTN, Member agrees and acknowledges that RTN shall be entitled to cancel Member’s Membership, and Member shall forfeit any dues already paid.
RTN has the sole right and authority to revoke Membership at any time if a Member or Member representative violates the Terms and Conditions of Membership, or for actions not in accordance with the RTN Code of Conduct or RTN Mission, Vision & Values. As it relates to individuals serving on RTN Workgroups, RTN Board of Governors, RTN Vendor Advisory Council, or other RTN groups, RTN reserves the right to remove any individual from such a role for violation of the RTN terms and conditions, for actions not in accordance with the RTN Code of Conduct.
3) RTN Website Access:
Access to members-only sections of the RTN website is limited to enrolled Members who have paid their membership fees, and member login information may not be shared with third parties.
4) Membership Fees:
RTN Membership fees are collected up front on an annual basis; are due in full upon signing or renewing a Membership Agreement; and are nonrefundable. Membership begins upon receipt of payment and is valid for 12 months.
RTN will issue an invoice to Member at least thirty (30) days before the end of the Membership term for renewal of Member’s RTN Membership for a new 1-year term, at RTN’s then current rate for annual dues, payable upon receipt. Upon Member’s timely payment of such invoice, Member’s Membership shall renew for an additional 1-year term. If Member has pre-authorized auto-renewal via credit card, Membership dues will be automatically charged to the authorized credit card.
6) Lapsed Membership:
Any Member whose Membership has lapsed may not participate in any RTN members-only activities until they have renewed Membership and paid all agreed-upon Membership dues in full.
7) Late Payment:
RTN, at RTN’s sole discretion, may accept or reject any late payment of Membership renewal dues. A late payment of annual dues does not extend the original expiration date of Membership.
"Restaurant Technology Network” and any logos depicting the brand and likeness are trademarks of Restaurant Technology Network, and may be used only with RTN’s express, written permission. In particular, reference to implementation of products based on RTN’s specifications is strictly regulated. All Logos or materials used pursuant to rights granted to members (member badge, for example) must be removed from all printed and electronic materials within 30 days of Membership termination.
9) RTN Copyrights:
RTN: All right, title, and interest in RTN Content or any portion thereof, will be owned by RTN. RTN Content is defined as, without limitation: Workgroup content, materials created and/or published digitally or printed by RTN, and materials created within the context of Workgroups. RTN will also own with respect to RTN Content all patent rights, copyrights, trademarks, service marks, related goodwill and all modifications (including all ideas and know-how) to and derivative of works based upon RTN Content constitutes and shall remain the sole property of RTN. Member shall not take any action to jeopardize, limit or interfere with RTN’s ownership of and rights with respect to RTN Content.
Member: Any RTN Member that contributes copyrighted materials to RTN shall retain copyright ownership of its original work, while at the same time granting RTN, and its Members, a non-exclusive, irrevocable, worldwide, perpetual, royalty-free license allowing them to reproduce, distribute, publish, display, perform, and create derivative works of such copyright based on that original work for the purpose of developing RTN Draft Specifications or RTN Content under RTN’s own copyright, including all guidance and work groups documents created by RTN’s work groups.
Contributed Works: An RTN Member that contributes copyrighted materials to RTN shall retain copyright ownership of its original work, while at the same time granting RTN and its Members a non-exclusive, irrevocable, worldwide, perpetual, royalty-free license under the Workgroup Member’s copyrights allowing RTN to reproduce, distribute, publish, display, perform, and create derivative works of the copyright based on that original work for the purpose of developing RTN Draft Specifications, or RTN Content under RTN’s own copyright, including all guidance and work groups documents created by RTN’s work groups.
10) Disclaimer of Warranty:
RTN neither accepts nor assumes any liability with respect to any information provided by a Member, or its representative(s), to RTN or its Workgroups; nor does it make any representation or warranty relating to any concept or representation, including but not limited to: any standards or guidance documents that may be released by RTN, or that arise out of any workgroup, or through any Member’s activities. The intent of this provision is to make it clear that RTN will not be legally responsible for any content, standards or guidance documents of any kind arising from or related to information, (digital or otherwise), provided by its members and/or their representatives to RTN or its members.Additionally, RTN shall not be responsible for any representation made by its members, nor will RTN take any action to verify such representations. RTN AND ITS MEMBERS MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, FITNESS, CONDITION, USE OR APPROPRIATENESS FOR MEMBER'S PURPOSES OF THE INFORMATION, DOCUMENTATION OR RESULTS OF ANY MEMBER AND/OR WORKGROUP.
11) Mandatory Mediation:
As a condition of Membership, and prior to instituting any legal action against RTN, all members agree to submit any dispute arising under this Agreement to non-binding mediation before the American Arbitration Association (AAA). The AAA shall mediate such matters in accordance with its rules and those set by the appointed mediator. In the event the dispute cannot be resolved, and a member seeks to file legal action, members agree to institute such action in the state and federal courts of Illinois, and members expressly waive any right to a jury and agree to personal jurisdiction over them in the courts in Illinois.
1) Corporate Membership
grants the Member Company with specific benefits based on the type of company/Membership level, as set forth in RTN Membership types. Among those benefits, each Corporate Member company receives a set number of User Licenses, granted to the Corporate Member for its employees to gain access to and participate in RTN. User Licenses provide access to RTN activities including its website portal, RTN Workgroups, RTN members-only content, and RTN virtual and in-person events. All persons granted a Member License under their employer’s Corporate Membership agree, individually, and on behalf of their employer, are bound by RTN Policies, Terms and Conditions.
is eligible to be held by companies that engineer, implement or manage technology solutions, including hardware, software, and related services, for the restaurant industry. Technology Supplier Corporate Memberships are not available to individuals, and are subject to RTN approval. Membership benefits vary based on Membership level, as set forth in RTN Technology Supplier Membership packages.
is eligible to be held by technology supplier companies as defined in section 2.ii above, and that meet the following parameters: a member must be incorporated less than three years from the date of Membership application; must not receive funding by an established company (including online distribution); and may not hold RTN Start-up Membership for more than two years. Evidence of incorporation date is required. RTN reserves the right to decline startup Membership in situations that are contrary to the spirit of the program, for example: a newly-formed company purchasing another company’s assets or an existing company incorporating in a new region.
is eligible to be held by individuals who are under the employ of a company that owns, operates, or manages a commercial restaurant or foodservice establishment. Membership may only be held by individual persons and are non-transferrable.
3) Consultant Memberships:
are available to individuals, and independent consultants. Consultants are defined as those who provide professional advice, charge a fee for time and expertise, but do not sell products or other services. This Membership is limited to members with less than $5M in annual gross revenue from such activities. Consultant Memberships are also available to other individuals or entities who operate under a similar professional model, at the sole discretion of RTN. Consultants are required to sign a statement of eligibility, and RTN will review such Memberships annually. RTN reserves the right to deny Consultant Memberships to any individual or entity, and to revoke without refund, if the individual holding the Membership ceases to qualify.
are available for educators, researchers and students contributing to the advancement of, or keenly interested in, collaborating inside the restaurant technology industry. These Memberships are rooted in the spirit of academic nurturing of individuals, rather than economic gain as a buyer or seller of technology or technology-based services. RTN reserves the right to deny Academic or Student Memberships to any individual, and to revoke without refund if the individual holding the Membership ceases to qualify and/or uses the Membership for commercial gain as a buyer or seller of technology or technology-based services.
5) Media and Association Memberships:
are available to members of the trade media in press and editorial roles; and industry associations. Media & Association Members are not permitted to attend RTN Workgroups. Such Memberships are approved by RTN on a case by case basis. These Memberships are rooted in the spirit of industry collaboration. RTN reserves the right to deny such Memberships to any individual, company, or association, and to revoke without refund if the member ceases to qualify and/or uses the Membership for commercial gain as a buyer or seller of technology or technology-based services.
RTN will administer, manage and execute collaborative Workgroups. RTN reserves the right to work with subcontractors for Workgroup services. By participating in an RTN Workgroup (or any forum, team or group organized by RTN), Members agree, individually and on behalf of their employer, to be bound by the following policies. In addition, RTN Members participating in Workgroups must acknowledge receipt of and abide by the RTN Patent and IP Disclosure Policy.
1) Chartering a New Workgroup:
Eligible RTN members in good standing, or any group of eligible RTN members, may propose a new Workgroup as discussed below. Initial discussions on a proposed workgroup topic are generally held with RTN staff and other interested or prospective members. If a Workgroup proposal generates interest from RTN Members, RTN staff will aid in the process of preparing an initial Workgroup charter application. Upon completing the charter application, it will be submitted to RTN for review, consideration and possible approval.
RTN may accept the Workgroup proposal, decline it, defer it, or provide recommendations to refine it. Accepted proposals become chartered Workgroups. RTN will prioritize proposed Workgroups according to available financial and management resources. RTN may consider any factors it deems relevant in approving and prioritizing proposed Workgroups, including the breadth and magnitude of anticipated benefit, the level of interest expressed by members, the potential for rapid delivery of meaningful results, and any available sponsorship funding. RTN reserves the right to charter or terminate any Workgroup at any time at its sole discretion.
Participation in RTN Workgroups is open to any license-holding RTN Member, with the exception of Academic, Student, Media & Association Members. Applicants' RTN Membership dues must be fully paid at the time of Workgroup sign-up. Individuals who are not current members of RTN may be eligible to participate in Workgroups on a limited basis at the sole discretion of RTN. This policy is intended to allow a Workgroup to enlist expert assistance, on a volunteer basis, without requiring such volunteers to pay Membership dues. This option requires the approval of RTN management, and RTN reserves the right to revoke such approval at any time. RTN will generally not approve non-member participation opportunities concerning companies that would expect to realize material commercial benefits, as a provider or consumer of technology products or services, derived from the Workgroup's output.
Intellectual Property: No transfer of any of Member’s intellectual property rights is granted or implied by an individual’s participation in the Workgroups. All Workgroup participants agree that they will not make contributions of intellectual property to their Workgroup unless they have the express written permission of their employer, the owner of the IP, or any other party that has an interest in such intellectual property. The owner of any contributed intellectual property must understand that RTN cannot guarantee the confidentiality of such intellectual property. Any owner who seeks to contribute such intellectual property agrees to an early disclosure process (in advance of the contribution) any patent or other intellectual right that may become “essential” to the Workgroup’s guidance and solutions output, and shall affirmatively disclose any possible restriction on the use or modification of such contributed intellectual property as more fully discussed under RTN’s Patent and IP Policy. RTN shall not be obligated to oversee such royalties or restrictions arising from such contribution as more fully specified in the Patent and IP Policy. Any member contributing such intellectual property must adhere to the RTN Patent and IP Policy. Prior to contribution of any IP, patentable or otherwise, the contributor must disclose in writing such intent to RTN, and agree in writing that they have legal authority to disclose such IP, and agree to indemnify RTN in connection with such misrepresentation of its authority and that such contribution shall be under the terms of the Patent and IP Policy and the Patent Declaration Form, including disclosing any royalty terms for essential patent technology. These representations will be in the form of a separate Patent Policy and Patent Declaration Form
With approval from RTN, Workgroups may establish the following:
RTN Workgroups may implement voting to reach group consensus in certain circumstances (such as to select Workgroup chairs, or before publishing final recommendations in Workgroup documents).
All members agree to abide by the RTN Code of Conduct. Corporate Members agree to hold employees, and anyone they authorize to participate in RTN on their behalf, accountable to RTN’s Code of Conduct.
Summary of Policy
1.2.4 Negotiation of License Terms
The negotiation or discussion of license terms by WG Members or with third-parties is prohibited at all RTN and WG meetings
1.3 Arbitration Procedure
Any RTN member who believes a WG Member or the RTN Member Company that the WG Member represents has not complied with his/her or its obligations under this Patent and IP Policy, including, but not limited to the grant of licenses on the terms set forth herein, may submit his/her claim in this respect to the applicable WG [Chairperson]. If the claim is not thereupon resolved on an informal basis within fifteen (15) days of its submission, the WG [Chairperson] will notify the WG Member and the RTN Member Company may commence an arbitration procedure in accordance with the provisions set forth below.
The Arbitration Panel will consist of three persons: one person selected by the party asserting noncompliance; one person selected by the party whose compliance or noncompliance is at issue; and a third person jointly selected by the other two selected persons. The first two selected persons cannot be affiliated with RTN members represented on the Working Group in question, but may be affiliated with other RTN members if so desired. The third jointly selected person, who will act as Chair of the Panel, cannot be affiliated with any RTN member or with RTN. The entire panel must be selected within fifteen (15) days of the commencement of this Arbitration Procedure as referenced in the paragraph above.
The Arbitration Panel will submit a binding determination to the Parties to the arbitration with a copy to RTN’s WG Chairperson within forty-five (45) days of commencement of the arbitration procedure, unless extended by the Panel.
All RTN members and the RTN Member Companies expressly agree, warrant and accept that the Panel’s Decision as a final and binding determination of the dispute under this arbitration procedure and expressly waive any right to maintain any matter before any state, federal international or administrative body.
The arbitration panel has discretion to award any costs incurred in connection with the arbitration procedure, and will also specify the party or parties responsible for payment of all such costs. General principles to be followed are that: (a) a party who initiates an arbitration procedure, but whose claim is ultimately rejected will pay all costs; and (b) a party that is ultimately found to have not complied with its obligations will pay all costs.
1.4 Copyright; Trademark; Confidentiality
Each WG Member that contributes copyrighted materials to RTN shall retain copyright ownership of its original work, while at the same time granting RTN and its Members a non-exclusive, irrevocable, worldwide, perpetual, royalty-free license under the WG Member’s copyrights allowing RTN to reproduce, distribute, publish, display, perform, and create derivative works of the copyright based on that original work for the purpose of developing RTN Draft Specifications, or RTN Content under RTN’s own copyright, including all guidance and work groups documents created by RTN’s work groups.
Each WG Member shall retain ownership of their trademarks, and RTN shall retain ownership of RTN’s trademarks. No licenses to trademarks are granted hereunder.
No materials, including, but not limited to Declarations, copyrighted or trademarked materials, contributed by any WG Member to a WG or RTN shall be considered proprietary or confidential, regardless of how such materials are marked.
Issues requiring official interpretation of a standard, specification or guidance must be submitted in writing to the WG Chairperson, including, but not limited to, whether a patent is essential as defined herein. The WG Chairperson will submit the issue to three (3) technical experts for investigation and review. After review the technical experts will produce an opinion within 30 days. If the experts do not agree on a single interpretation, then a majority opinion and a minority opinion shall be issued. Such opinions shall be considered opinions only and shall not be legally binding. The working group responsible for the standard shall review split opinions to determine if a revision to the standard is appropriate, including whether the standard is incorporating an essential patent of a WG Member and shall have final authority to determine this matter. The Workgroup Members working on the specific interpretation agree to split the cost of the expert fees.
RTN’s Policies and Procedures requires a WG Member to complete and execute a Declaration on behalf of the RTN Member Company he or she represents. The Declaration is irrevocable. Any subsequent Declaration covering information disclosed in this Declaration may only supersede this Declaration if the subsequent Declaration is less restrictive upon prospective licensees than the information set forth in this Declaration.
1.6.1 This Declaration will apply to the Draft RTN Specification identified in Section 1.2.3 and to all reaffirmations or revisions to such Draft RTN Specification. The Form of Declaration is set forth in Ex. A hereto and is expressly incorporated herein.
4 For purposes of this Declaration, “WG Member” includes all levels of membership described in Section [ ] of the RTN Policies and Procedures.
5 For purposes of this Declaration, “Draft RTN Specification” includes any eventual standard developed and adopted under RTN’s Policies and Procedures.
[EXHIBIT A] RTN Member Company’s Declaration regarding the Licensing of Essential Patents
A. RTN Member Company
Legal Name of Organization _____________________________________________
B. WG Member Representing the RTN Member Company Name & Department:______________________________________________________
Telephone: Fax: E-Mail: ____________________________ URL: ________________________
C. Draft RTN Specification
D. Disclosure of Patents Containing Essential Claims
1. In accordance with Section 1.2.3 of RTN’s Patent and IP Policy , the undersigned WG Member shall disclose, on behalf of the RTN Member Company he or she represents, all patents or patent applications that the RTN Member Company (or its Affiliates ) may own or control and that it believes may contain claims essential to create an implementation compliant with the Draft RTN Specification or Guidance Document identified above in Section C of this Declaration.
Patent / Application No. / Country:____________________________________________________
Patent / Application No. / Country:____________________________________________________
Patent / Application No. / Country:____________________________________________________
6 For purposes of this Declaration, an “Affiliate” is any entity that directly or indirectly controls, is controlled by, or is under common control with, another entity, so long as such control exists. For purposes of this definition, with respect to a business entity, control means direct or indirect beneficial ownership of or the right to exercise (i) greater than fifty percent (50%) of the voting stock or equity in an entity; or (ii) greater than fifty percent (50%) of the ownership interest representing the right to make the decisions for the subject entity in the event that there is no voting stock or equity.
Attach additional pages if necessary.
2. Does the RTN Member Company the undersigned represents hold a license from another party to a patent having a claim that is or may become essential to create an implementation compliant with the Draft RTN Specification identified above in Section C of this Declaration?
If yes, the undersigned shall disclose on behalf of the RTN Member Company all patents to which the RTN Member Company holds a license from another party having a claim that is or may become essential to create an implementation compliant with the Draft RTN Specification identified above in Section C.
Attach additional pages if necessary.
In accordance with Section 1.2.3 of RTN’s Patent and IP Policy, the RTN Member Company, by and through the undersigned, hereby declares for itself, its Affiliates, successors, assigns, and transferees of its patent rights, its licensing position with respect to all patents that it may hold or control and that contain claims that are or may be essential to create an implementation compliant with the Draft RTN Specification identified above in Section C of this Declaration, as follows:
By signing this Declaration, the undersigned represents that he or she is authorized to bind the RTN Member Company as stated herein. The undersigned acknowledges and agrees that this Declaration is a binding agreement between the RTN Member Company and RTN, and its terms are enforceable against the RTN Member Company, its Affiliates, successors, assigns, and transferees. The undersigned further acknowledges and agrees on behalf of the RTN Member Company that each licensee and prospective licensee of patent claims essential to implement the Draft RTN Specification identified above in Section C is an intended beneficiary of this agreement, and each such beneficiary is entitled to rely upon and enforce against the RTN Member Company the provisions set forth in this Declaration.
Print Name Date
Attachment to Ex. A
Patent Information Statement
FAQs on RTN’s Patent Policy
Questions have arisen concerning the proper interpretation of some aspects of RTN’s new patent policy as adopted by the membership. We set forth below answers to these questions to clarify the policy for all members.
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Please do not hesitate to bring any other questions or concerns about the patent policy to our attention. We will address them as promptly as possible.