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Terms of Service

BY (1) ACCEPTING AN ORDER VIA THE SERVICES, TOOLS, OR APP (AS DEFINED HEREIN) (2) CLICKING A BOX INDICATING THE MERCHANT’S ACCEPTANCE OF THESE TERMS, OR (3) EXECUTING AN ORDER FORM OR RELATED AGREEMENT THAT REFERENCES THESE TERMS, MERCHANT HEREBY ACCEPTS AND AGREES TOBE BOUND BY THE TERMS OF THIS AGREEMENT.IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “MERCHANT” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAYNOT USE THE SERVICES DESCRIBED HEREIN.SECTION 17 OF THIS AGREEMENT CONTAINS PROVISIONS THAT SHALL GOVERN ANY CLAIMS THAT THE PARTIES MAY HAVE AGAINST EACH OTHER, INCLUDING WITHOUT LIMITATION A MANDATORY ARBITRATION PROVISION.

1. GENERAL.
Upon consent or acceptance, as provided above, these Merchant Terms and Conditions ("Terms")are an agreement between the company either identified within the VQS EAT sign-up process or-that executes an Order Form or related agreement (in either case, “Merchant” or “You”) and(“VQS EATS LLC.,” which is a wholly-owned subsidiary of the app (“VQS EATS”).Upon acceptance of these Terms, the Merchant may request access to Sales Channels (as described in more detail herein) and Services. Such request(s) may require acceptance of additional addenda, terms or conditions, and/or terms of use by the Merchant.

VQS EATS LLC. of the VQS EATS app. maintains sole discretion for initial and/or ongoing provision of any such Sales Channel(s) or Service(s). These Terms may be subject to and/or incorporate an Order Form between Merchant and VQS EATS LLC. of the VQS EATS app. (the“Order Form”), and/or any applicable Sales app Channel, Product, or terms of use (these Terms, together with any such Order Form, addenda, or terms of use, collectively, the “Agreement”).

Merchant’s access to and use of the Services and Tools (as defined herein) is subject to the Agreement and may be modified or updated by VQS EATS LLC. of the VQS EATS app from time to time, effective upon posting an updated version of these Terms and/or an applicable Product or Sales Channel Addenda. Merchant is responsible for updating contact information and regularly reviewing the Agreement and any applicable Product or Sales Channel Addenda for updates and information from VQS EATS LLC. of the VQS EATS app. Continued use
of the Services, Tools, and/or App(s) after any such modifications or updates shall constitute Merchant’s consent to such changes.

Capitalized terms used but not otherwise defined in the Terms shall have the respective meanings ascribed to such terms in the applicable Order Form ,Product, or Sales Channel Services app.2.

SERVICES.2.1
Items and Services.VQS EATS LLC. of the VQS EATS app and its affiliates make available certain proprietary technology services that facilitate the marketing, sale, and fulfillment of orders for items (“Items”) from Merchant to Customers (as defined below), including on-demand lead generation, order processing, marketing, advertising and promotional services, proprietary information services, onboarding, operational and other support services (the “Services”). If Merchant is eligible to offer the sale and fulfillment of alcoholic beverages through specified Sales Channels in designated U.S. states (“Alcohol Items”), Merchant’s sale of Alcohol Items via the Services shall be subject to the Terms of Use for Alcohol Sales (“Alcohol Terms”) available here, as well as any Sales Channel addenda.The definition of Items shall include Alcohol Items as applicable and referenced within the Agreement. If any conflict between these Terms and the Alcohol Terms, the Alcohol Terms shall govern with respect to Alcoholic Items and these Terms shall govern with respect to Items.

2.2 Additional Tools.
In connection with the Services, VQS EATS LLC. of the VQS EATS app and its affiliates may also make available to Merchant a website, mobile application, or another technology interface for Merchant to access and use the Services (collectively, the “Tools”),which may include VQS EATS LLC. of the VQS EATS app and its affiliates’ proprietary technology platform, through which Merchant may, among other things, receive, accept and fulfill requests for Items from Customers and receive insights and analytics regarding Merchant’s performance and history using the

Services.2.3
The Application(s).VQS EATS LLC. of the VQS EATS app and its affiliates may also make available to Customers its proprietary technology that enables Customers to purchase Items from Merchant and request delivery services for said Items from delivery people (as defined below), who retrieve such Items from Merchant and deliver such Items to such Customers (the “App(s)”).delivery people are independent contractors, and as such, they reserve the right to refuse to accept any Item at their sole discretion.2.4 Sales Channels.
Merchant may request access to sell and deliver Items via various services provided by VQS EATS LLC. of the VQS EATS app: Full Service, Pick-Up, and Merchant Managed Delivery (each, a “Sales Channel” described in more detail below). By electing to use a Sales Channel, Merchant agrees to accept any relevant Sales Channel as follows:i)

FULL SERVICE (ALSO REFERRED TO AS MARKETPLACE):
Merchant may sell Items through the “Full Service Sales Channel,” whereby Merchant’s Items are presented in the App(s)to Customers who access and request on-demand delivery services provided by Delivery People as defined herein.ii) PICK-UP: Merchant may sell Items through the “Pick-Up Sales Channel,” where by Merchant’s Items are presented on the App(s) to Customers for pick-up at Merchant’s Location(i.e., without the use of a Delivery Person). For the avoidance of doubt, the provisions relating to Delivery People in the Terms will not apply to the sale of Items through this Pick-Up Sales Channel.iii)

MERCHANT MANAGED DELIVERY:
Merchant may sell Items through the “Merchant Managed Delivery Channel,” whereby Merchant’s Items are presented on the App(s) to Customers who access and request on-demand delivery services provided by Merchant Managed Delivery Staff (i.e., employees, contractors, workers or agents of Merchant who provide delivery services on Merchant’s behalf, arranged independently of VQS EATS LLC. of the VQS EATS app.3.

PORTIER OBLIGATIONS.3.1
Access to Services. Subject to the terms and conditions of this Agreement, VQS EATS LLC. Corp of the VQS EATS app and its affiliates may make available the applicable Services to Merchant, solely for use by Merchant at locations that are owned and operated by Merchant (each, a “Location”). Merchant shall provide VQS EATS LLC. of the VQS EATS app current and accurate Location information throughout the Term of this Agreement, including address and opening hours. In connection with the provision of Services to Merchant, VQS EATS LLC. of the VQS EATS app and its affiliates, on behalf of Merchant, may respond to complaints by end users of the App(s) (“Customers”) about Items sold by Merchant via the App(s). In addition, VQS EATS LLC. of the VQS EATS app may make available certain Tools to Merchant, and Merchant may access and use those Tools solely in connection with the Merchant’s use of the Services.

For the avoidance of doubt, as between Merchant and VQS EATS LLC. of the VQS EATS app will retain sole control over the App(s) (and all elements of the Customer experience and interface relating to the App(s), including: (i) the personalization of the App(s) for Customers; (ii) the prioritization and display of options available to Customers; (iii) the search functionality and results provided to Customers; (iv) the order fees charged to Customers for the delivery services provided by Delivery People; and (v) adding, removing or otherwise modifying any feature or functionality made available through the App(s) to optimize reliability or efficiency on the App(s).3.2 Technology, Not Delivery, Services.

Merchant agrees neither VQS EATS LLC. of the VQS EATS app nor its affiliates provide any delivery services. Rather, The VQS EATS app provides technology services that both (i) enable Merchant to connect with Customers who may purchase Items from Merchant and (ii) enable Delivery People to seek, receive and fulfill on-demand requests for delivery services by or on behalf of Customers seeking delivery services. Delivery People perform their delivery services for (and are paid by) the Customers and not Merchant. “Delivery Person” is defined as an independent contractor that intends to seek, receive and fulfill on-demand requests for delivery services using VQS EATS app proprietary technology under license from VQS EATS LLC. of the VQS EATS app or its affiliates.

4. MERCHANT OBLIGATIONS.4.1
Availability of Items. Merchant will make Items available for purchase through the App(s) (“Available Items”) during its normal business hours and ensure the Available Items menu is accurate. Merchant will prepare, handle, store, label, and package all Items in accordance with applicable laws and regulations, including without limitation all laws, rules, and regulations governing time or temperature controls required for food safety (“Food Safety Standards”) and, if applicable, all applicable laws, rules, and regulations for the handling and labeling of Alcohol Items (“Alcohol Safety Standards”). The merchant will determine any quality, portion, size, ingredient, or other criteria that apply to Items (“Criteria”) and Merchant is responsible for ensuring that all Items meet the applicable Criteria.

If Merchant fails to prepare or supply Items in accordance with Food or Alcohol Safety Standards or if any Item fails to meet the Criteria (each, a “Substandard Item”), VQS EATS LLC. of the VQS EATS app may, in its sole discretion, remove suchItem from the App(s). When using the VQS EATS Tools, or otherwise making Items available through the App(s), the Merchant must identify Items correctly, particularly where the Items may be subject to age restrictions or identification requirements (e.g. tagging alcohol Items, pharmaceutical Items). Items that contain (or may contain) an endangered species may not be made available for purchase through and will be removed from, the App(s). Merchant represents and warrants that all nutritional information for Items, including calorie count or allergen information, that is made available through the App(s) is, and at all times will remain, accurate.In addition, the Merchant will ensure that the contents of its menu include each Items Criteria(including any notifications about ingredients, nutritional information, allergen information, alcoholic content (if applicable), etc.) are accurate and comply with all applicable laws and regulations.

4.2 Item Responsibility.
Merchant shall be responsible for any reimbursement costs related to Customer refunds for Substandard Items or other related issues within Merchant’s control (including any costs associated with retrieving any such Substandard Items or otherwise unsatisfactory Item(s), if applicable)), including by way of example, missing or incomplete Items, Items not cooked thoroughly, and Items not prepared in accordance with Merchant’s internal standards. VQS EATS LLC. of the VQS EATS app may, in its sole discretion, deduct reimbursement costs from the payment.

Merchant agrees that neither VQS EATS LLC. of the VQS EATS app nor the Delivery Person takes title to any Item at any time.3 Third Party Services.If Merchant uses a third-party service to:1) access the Services  and Tools; or 2) transmit information to VQS EATS LLC. of the VQS EATS app r (a “Third Party Access Service”), Merchant agrees that Merchant’s obligations described herein shall apply to Merchants’ use of the Services and Tools via any Third Party Access Service unless otherwise agreed to between VQS EATS LLC. of the VQS EATS app and Merchant. Merchant agrees that failure by a Third Party Access Service to transmit accurate information such as Retail Price, Item descriptions, or Additional Information (as defined herein) to VQS EATS LLC. of the VQS EATS app shall not waive, suspend, or otherwise affect Merchant’s obligations described herein. Merchant remains solely responsible for the accuracy of information provided to VQS EATS LLC. of the VQS EATS app through any Third Party Access Service.

Additionally, ongoing access to the Services and Tools via any Third Party Access Services is subject to VQS EATS LLC. of the VQS EATS app agreement with such

Third Party.4.5
Use Restrictions.In connection with the access to and use of the Services and Tools, Merchant will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms used to provide the Services (except to the extent applicable law prohibits reverse engineering restrictions); (ii) provide, lease, lend, disclose, or otherwise use or allow others to use, in each case, for the direct benefit of any third party, the Tools or Services (except as otherwise authorized by VQS EATS LLC. of the VQS EATS app); or (iii)possess or use, or allow the transfer, transmission, export, or re-export of any software or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets Control, or any other government agency. Merchant will not (and will not allow any third party to) use the Services or any other transactional, operational, performance or other data or information that is related to the sale of Items to Customers through the App(s) (collectively, “VQS EATS Data”) to directly or indirectly compete with VQS EATS LLC. of the VQS EATS app or its affiliates or the Services, including, without limitation, VQS EATS Data that Merchant receives from VQS EATS LLC. of the VQS EATS app by way of a Third Party Access Service.4.6 Item Restrictions.

The following restricted Items may not be featured or sold via the App(s): people or animals of any size, illegal items, fragile items, dangerous items (like weapons, explosives, flammables, etc.), stolen goods, items containing endangered species or any items that Merchant does not have permission to offer. VQS EATS LLC. of the VQS EATS app may remove from—or otherwise limit your ability to post to—a Merchant’s menu any Items VQS EATS LLC. of the VQS EATS app deems prohibited or inappropriate in its sole discretion. For clarity, alcohol is only permitted on the App(s) if Merchant has agreed to VQS EATS LLC. of the VQS EATS app separate Terms of Use for Alcohol Sales and taken certain additional steps as may be required by VQS EATS LLC. Corp of the VQS EATS app to permit sales of alcohol through specific Sales Channels.

VQS EATS LLC. of the VQS EATS app may restrict the sale of Items via the App(s) based on physical attributes of such Items (e.g., weight (per Item or in aggregate), height, shape, or appropriateness for delivery).

4.7 Gratuities.
For the sale of Items via the Pick-Up and Merchant Managed Delivery Sales Channels, unless otherwise selected by Merchant, Merchant agrees to allow Customers to provide gratuities through the App(s). VQS EATS LLC. of the VQS EATS app shall remit to Merchant the full value of any gratuities provided by Customers. It is Merchant’s sole responsibility to comply with all applicable laws (including tax, gratuity, social security, and employment laws where applicable) regarding the distribution of any gratuities.4.8 Messaging and Contact Information.

Merchant agrees to receive calls or SMS messages for VQS EATS merchant account updates, including by autodialer and pre-recorded voice, from VQS EATS LLC. of the VQS EATS app and its affiliates to the number(s) provided.4.9 Delivery People Bathroom Access (Puerto Rico). Vieques merchants must provide access to a toilet facility to Delivery People who are lawfully on the Merchant’s premises to fulfill requests for Customer delivery.

5. FEES AND TAXES.5.1Calculation.
VQS EATS LLC. of the VQS EATS app will deduct applicable fees (“Fees”) from Item Revenue remitted to Merchant as further described herein. VQS EATS LLC. of the VQS EATS app will remit to Merchant the total Retail Price collected for all Items Merchant sells via the App(s) (including any Sales Taxes collected on its behalf) less: (a) the applicable retained Fees; and (b) any refunds given to Customers for Substandard Items (such final remitted amount being “Item Revenue”). All Item Revenue that is duly owed to Merchant will be remitted within fourteen (14) business days of the sale of the Item.If required by applicable law or regulation, VQS EATS LLC. of the VQS EATS app may adjust the Fee. Such adjustments may require adjustments to remittances off Item Revenue-owed to Merchant. Such adjustment may apply only to certain Items such as Alcohol Items.

VQS EATS LLC. of the VQS EATS app or its affiliates will deduct the Fee from the payment VQS EATS LLC. of the VQS EATS app collects on Merchant’s behalf. VQS EATS LLC. of the VQS EATS app reserves the right to suspend Merchant’s ability to make Items available for purchase by Customers through the App(s) if Merchant’s account is in arrears. If you are paid for an Item, you are responsible for the Fee even if a Delivery Person is unable to complete the delivery of such an Item. Except as expressly agreed in this Agreement, each party will be responsible for its expenses and costs during its performance under this Agreement.

All Fees under this Agreement will be paid in U.S. Dollars.5.2 Services Fee.The Retail Price (as defined below) of all Items that Merchant sells via the App(s) (excluding any Sales Tax collected on Merchant’s behalf) multiplied by the applicable fee percentage for the Sales Channel used to sell each such Item (“Services Fee”). Merchant agrees to pay VQS EATS LLC. of the VQS EATS app such Services Fee in consideration for on-demand lead generation services, connecting Merchant’s Customers to Delivery People (only for the Full-Service Sales Channel), order processing (which may be referred to independently as the “Order
Processing Fee”), marketing advertising and promotional services, and operational and other support related services.Unless 1) otherwise displayed in the Tools or agreed to by the parties or; 2) modified by requirement of applicable laws or regulations, the Fee shall be calculated as follows:i) VQS EATS FULL SERVICE SALES CHANNEL (ALSO REFERRED TO AS MARKETPLACE SALES CHANNEL): VQS EATS LLC. of the VQS EATS app will charge Merchant a fee percentage of 20% for each Item sold via the App(s) through the VQS EATS Full Service Sales Channel;ii) PICK-UP SALES CHANNEL: VQS EATS LLC. of the VQS EATS app will charge the Merchant a fee percentage of 6% for each Item sold via the App(s) through the Pick-Up Sales Channel;iii)

MERCHANT MANAGED DELIVERY SALES CHANNEL:
VQS EATS LLC. of the VQS EATS app will charge the Merchant a fee percentage of 10% for each Item sold via the App(s) through the Merchant Managed Delivery Sales Channel.5.3 Delivery Network Fee and a fee. If selected by Merchant, VQS EATS LLC. of the VQS EATS app shall charge Merchant a flat fee per order for connecting Customers to a Delivery Person (the “Delivery Network Fee”). VQS EATS LLC. of the VQS EATS app will charge the Merchant a fee percentage of 6% for each Item sold via the App(s) through the Merchant Managed Non-Delivery Sales Channel.5.4

Merchant agrees that VQS EATS LLC. of the VQS EATS app will deduct such Fees Taxes from Merchant Item Revenue.5.5 Taxes.The VQS EATS Services connect you with Customers who wish to purchase your Items. You are the “merchant”, “retailer”, or “seller” of all Items to be made available for sale via the app(s). As such, you are responsible for determining and setting the retail price for each Item (the “Retail Price”). You are also responsible for the collection and remittance of all applicable Sales Taxes, where required under applicable law. The term “Sales Tax” includes any sales, sellers’ use, transaction privilege, privilege, general excise, gross receipts, food & beverage, and similar transaction taxes, as well as any bottle, bag, plastic, or other similar fees. For the sake of clarity, the Retail Price for each Item excludes separately stated Sales Taxes.

Merchant hereby authorizes VQS EATS LLC. of the VQS EATS app to collect applicable Sales Taxes on Merchant's behalf based on information (including, without limitation, Item descriptions and Additional Information) provided by Merchant to VQS EATS LLC. of the VQS EATS app through the Tools or in a manner as otherwise agreed to by the Parties. The Tools’ functionality may be based on interpretations of federal, state, and local laws and regulations and information provided by taxing authorities. Merchant’s use of the Tools, including any communications with VQS EATS LLC. of the VQS EATS app, in no way constitutes the provision of legal or tax advice.While the Tools provide a means to apply Sales Taxes to your transactions, the tools may not currently support Sales Tax configurations applicable to certain Items which you desire to sell via the VQS EATS App(s). In such cases, VQS EATS LLC. of the VQS EATS app retains sole discretion regarding whether you may offer such Items for sale via the App(s). VQS EATS LLC. of the VQS EATS app may from time to time give Merchant notice of certain Items or Item categories that are not supported by the Tools and must be removed from the App(s) (“Unsupported Items”).

Merchant hereby agrees to comply with such notice, provided that if Merchant does not comply, Merchant shall be solely responsible for all risk of loss associated with the continued sale of such Unsupported Items. Merchant shall promptly notify VQS EATS LLC. of the VQS EATS app if it believes any charges (or lack of charges) for Sales Taxes were erroneous or inaccurate. If Sales Taxes charged by Merchant are not in accordance with (or in violation of) any law or regulation, VQS EATS LLC. of the VQS EATS app expressly reserves the right to, upon prior notice to Merchant, remove affected Items from Merchant’s menu on the App(s) and/or deactivate Merchant from the App(s).Certain legislation commonly known as “marketplace facilitator” laws (“Marketplace Facilitator Laws”) may require VQS EATS LLC. of the VQS EATS app to collect and remit Sales Taxes directly to the taxing authority. In jurisdictions with Marketplace Facilitator laws in effect
that are applicable to VQS EATS LLC. of the VQS EATS app due to this Agreement (each a “Marketplace Facilitator Jurisdiction” beginning the effective date of such legislation), VQS EATS LLC. of the VQS EATS app may determine, as of a date specified by VQS EATS LLC. of the VQS EATS app (“Switchover Date(s)”), the amount of applicable Sales Tax which VQS EATS LLC. of the VQS EATS app will collect and remit to the taxing authority based on Item descriptions and Additional Information provided by Merchant.

For the avoidance of doubt, for each Marketplace Facilitator Jurisdiction: (i) VQS EATS LLC. of the VQS EATS app will continue to collect Sales Taxes on behalf of, and remit such amounts to, Merchant until the applicable Switchover Date and (ii) beginning on the applicable Switchover Date, any covered Sales Taxes will be collected by VQS EATS LLC. of the VQS EATS app and remitted to the applicable tax authority on VQS EATS LLC. of the VQS EATS app s own account, and not on behalf of Merchant.5.6 Pricing. Notwithstanding anything to the contrary in this Section 5, Merchant agrees that you will not make an Item available under this Agreement at a price higher than the amount Merchant is charging for similar items through any comparable platform for food delivery services.5.7 Appointment of Limited Payment Collection Agent.Merchant is solely responsible for providing VQS EATS LLC. of the VQS EATS app with, and maintaining, accurate bank account information.

Merchant hereby appoints VQS EATS LLC. of the VQS EATS app and its affiliates, as the case may be, as Merchant’s limited payment collection agent solely for the purpose of (i) accepting payment of the Retail Price of Items sold by Merchant via the App(s) plus any applicable Sales Tax collected on Merchant’s behalf, via the payment processing functionality facilitated by the Tools, and (ii)remitting the Retail Price plus Sales Tax collected on Merchant’s behalf less the retained Fee and, if applicable, any refunds given to Customers on behalf of Merchant (“Item Revenue”). If reasonable, VQS EATS LLC. of the VQS EATS app may adjust the remittance of Item Revenue collected on Merchant’s behalf. VQS EATS LLC. of the VQS EATS app and its affiliates reserve the right to collect any amounts in connection with such adjustments via a deduction from the remittance of Item Revenue collected on the Merchant’s behalf, by debiting the payment method or Merchant’s bank account on record, or otherwise seeking reimbursement from Merchant by any lawful collection methods available.

Merchant authorizes VQS EATS LLC. of the VQS EATS app and its affiliates to use any or all of the above methods to seek such adjustments and reimbursements. In more serious situations, such as fraud (including any charges for Items that Customers did not place) or Customer complaints, VQS EATS LLC. of the VQS EATS app and its affiliates reserve the right to cancel a payment entirely. By agreeing to these terms, Merchant gives VQS EATS LLC. of the VQS EATS app and its affiliates express consent to adjust payments collected on Merchant’s behalf as set forth in this Section. Further, Merchant agrees that payment collected on its behalf by VQS EATS LLC. of the VQS EATS app or its affiliates will be considered the same as payment made directly to Merchant. Merchant agrees that if Merchant does not receive payment from VQS EATS LLC. of the VQS EATS app or its affiliates, Merchant’s only recourse will be against VQS EATS LLC. of the VQS EATS app and its affiliates.

5.8 Payment Compliance.
VQS EATS LLC. of the VQS EATS app and its affiliates may, from time to time, request information from the Merchant to confirm Merchant’s identity as may be necessary under any applicable compliance obligations before remitting any amounts to Merchant. VQS EATS LLC. of the VQS EATS app may reduce or withhold amounts owed to Merchant if1) Merchant fails to provide tax or employer identification information to VQS EATS LLC. of the VQS EATS app and/or; 2) there is a legal or regulatory risk or potential breach of law or regulation associated with such remittance to Merchant. Merchant agrees that VQS EATS LLC. of the VQS EATS app and its affiliates may describe or otherwise reflect the terms of this Section, and any related portions of the Agreement, in any terms of use, receipts, disclosures, or notices that may be deemed necessary or prudent.

5.9 Additional Information.
VQS EATS LLC. of the VQS EATS app may, from time to time, require Merchant to provide certain additional information (“Additional Information”) pertaining to, Merchant location, Merchant establishment type (e.g., restaurant vs. grocery), particular Items, or particular sales of Items for the proper determination, calculation, collection, and remittance of Sales Taxes, or to comply with other applicable laws or regulations. Additional Information may include but is not limited to Universal Product Codes (“UPCs”), Global Trade Item Numbers(“GTINs”), Stock Keeping Units (“SKUs”), ingredients, temperature, container, weight, volume, quantities, serving/portion size, nutritional facts, the inclusion of utensils, method of preparation(e.g., sliced), whether the item is “ready-to-eat”, or intended use. Merchant is solely responsible for providing requested Additional Information to VQS EATS LLC. of the VQS EATS app in a timely manner.

If Merchant fails to timely provide Additional Information in response to notification and request by VQS EATS LLC. of the VQS EATS app, VQS EATS LLC. of the VQS EATS app expressly reserves the right to temporarily remove affected Items from Merchant’s menu on the App(s) until such Additional Information is received.

6. REPORTING.
VQS EATS LLC of the VQS EATS app may provide Merchant aggregate information regarding the number of Items picked up by Delivery People and sold by Merchant to Customers pursuant to an Agreement. VQS EATS LLC. of the VQS EATS app will also provide reasonable information regarding any refunds given to Customers, including the date of the transaction, the Item ordered, the reason for the refund and any other information VQS EATS LLC. of the VQS EATS app is permitted to provide under applicable privacy laws and terms with Customers. To the extent applicable, the Merchant agrees that VQS EATS LLC. of the VQS EATS app may share Merchant’s transactional data regarding ordered meals, including sales data, with Merchant’s parent company or franchisor. Where:
1. codes, laws, legislation, licenses, orders (including court orders), ordinances, rules, regulations, or any other requirement imposed by a government authority
require the Merchant to collect and retain certain information in relation to the sale of Items (which may include Personal Data);
2. it is impossible for the Merchant to directly collect that information; and
3. VQS EATS LLC. of the VQS EATS app is reasonably able to collect and retain that information,
then the Merchant instructs VQS EATS LLC. of the VQS EATS app to, and VQS EATS LLC. of the VQS EATS app, pursuant to the Merchant’s instruction:
1. will collect and retain that information as required by the applicable codes, laws, legislation, licenses, orders (including court orders), ordinances, rules, regulations, or any other requirement imposed by a government authority; and
2. may disclose that information directly to the applicable authorities instead of providing it to the Merchant where the applicable codes, laws, legislation, licenses, orders (including court orders), ordinances, rules, regulations, or any other requirement imposed by a government authority allow.

7. INTELLECTUAL PROPERTY; MARKETING AND
PROMOTIONAL ACTIVITIES.7.1
Marks.Subject to this Agreement, each party hereby grants to the other party (and, in the case of VQS EATS LLC. of the VQS EATS app, to its affiliates) a limited, royalty-free, non-exclusive, and non-transferable license during the Term to use such party’s respective Marks in the territory, in connection with the activities related to this Agreement or any other activities relating to the Services. For purposes of this Agreement, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans, content, media, materials, identifying symbols, and indicia of the applicable party, or to the extent that the Merchant is not the owner, the same as used by Merchant. All uses of a party’s Marks by the other party will be in the form and format specified or approved by the owner of such marks. Other than as specifically set forth in this Agreement, neither party will use the other party’s Marks without the prior, express, written consent of the other party (by email is sufficient).

For the avoidance of doubt, however, any use or display of Merchant’s Marks by VQS EATS LLC. of the VQS EATS app or its affiliates in connection with making Items available through the App(s) in the ordinary course of business will not require any such prior, express, written consent. All goodwill related to the use of a party’s Marks by the other party will inure to the benefit of the owner of such Marks. Except as expressly set forth herein, neither party will be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights. All rights not granted are expressly reserved. Without limiting anything in the Agreement, the Merchant represents and warrants that Merchant’s Marks do not infringe, misappropriate, or otherwise violate any third party’s intellectual property or other proprietary rights. Merchant agrees that VQS EATS LLC. of the VQS EATS app or its affiliates may remove Merchant’s Marks from the App(s) if VQS EATS LLC. of the VQS EATS app or its affiliates receive notice or otherwise reasonably believe that such Merchant’s Marks may infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights.

7.2 No Development.EACH PARTY ACKNOWLEDGES AND AGREES THAT THERE SHALL BE NO DEVELOPMENT OF TECHNOLOGY, CONTENT, MEDIA, OR OTHER INTELLECTUAL PROPERTY BY EITHER PARTY FOR THE OTHER PARTY PURSUANT TO THIS AGREEMENT.
Any development activities relating to any technology, content, media, or other intellectual property must be the subject of a separate agreement between VQS EATS LLC. of the VQS EATS app and the Merchant prior to the commencement of any such activities.7.3 Marketing.VQS EATS LLC. of the VQS EATS app and its affiliates may showcase the availability of Merchant’s Items via the App(s) through various promotional activities (e.g., through social media channels, websites, advertisements, or blogs). VQS EATS LLC. of the VQS EATS app (or a party designated by VQS EATS LLC. of the VQS EATS app acting on VQS EATS LLC. of the VQS EATS app behalf) may take video and still images for marketing and other efforts related to the App(s) (“Photographs”). Merchant agrees that Photographs (including all intellectual property rights therein) are and will remain the sole and exclusive property of VQS EATS LLC of the VQS EATS app or its affiliates.Additionally, the Merchant may provide videos, still, images, or other materials to VQS EATS LLC. of the VQS EATS app or its affiliates (“Merchant Marketing Materials”) for use in connection with the display of Merchant’s Items on the App(s) or the marketing and promotion and the availability of your items via the App(s).

Merchant hereby grants VQS EATS LLC. of the VQS EATS app and its affiliates a non-exclusive, fully paid-up and royalty-free license to use and display such Merchant Marketing Materials in connection with Merchant’s Items and other promotional activities relating to the Services. VQS EATS LLC. of the VQS EATS app agrees that the Merchant Marketing Materials shall remain Merchant’s sole and exclusive property. Without limiting anything in the Agreement, the Merchant represents and warrants that the Merchant Marketing Materials do not infringe, misappropriate, or otherwise violate any third party’s intellectual property or other proprietary rights. To the extent that the Merchant Marketing Materials contain any third-party materials, the Merchant is solely responsible for and will secure any and all rights, licenses, consents, and permissions necessary for VQS EATS LLC. of the VQS EATS app to be able to use the Merchant Marketing Materials in accordance with this Section.

Merchant agrees that VQS EATS LLC. of the VQS EATS app or its affiliates may remove Merchant Marketing Materials from the App(s) if VQS EATS LLC. of the VQS EATS app or its affiliates receive notice or otherwise reasonably believe that such Merchant Marketing Materials may infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights.7.4 Promotions.“Promotion(s)” means offers that are available through the App(s) to stimulate Customer demand. When a Promotion is successfully applied to an order, the Merchant authorizes VQS EATS LLC. of the VQS EATS app to charge Customers for the post-Promotional value of an Item. Subject to App(s) functionality, VQS EATS LLC. of the VQS EATS app may, at its sole discretion, provide enhanced promotional placement or other visual treatment fora Promotion.i) Merchant Promotion(s). Subject to any other guidelines or eligibility criteria for Promotions that VQS EATS LLC. of the VQS EATS app may make available from time to time, Merchant may create Promotions that are designed and fulfilled by Merchant (“Merchant Promotion(s)”). Unless otherwise specified by VQS EATS LLC. of the VQS EATS app, the Merchant will be solely responsible for defining each Merchant Promotion (within the scope of functionality provided by VQS EATS LLC. of the VQS EATS app) either through the use of the Promotion Tool or through the Promotion Schedule (as defined below).1) VQS EATS LLC. of the VQS EATS app authorizes Merchant to use VQS EATS LLC. of the VQS EATS app proprietary, automated, self-service tool located within the Tools to create Promotions (“Promotion Tool”).

If provided access to the Promotion Tool, the Merchant agrees to only use and access such Promotion Tool within its functionality and technical capability and shall not circumvent or otherwise exploit the tool in such a way that is not intended.2) Merchant may create a Merchant Promotion by completing and providing VQS EATS LLC. of the VQS EATS app with a verbal or written promotion schedule (“Promotion Schedule”). If a verbal Promotion Schedule is provided to VQS EATS LLC. of the VQS EATS app by Merchant, Merchant will have a specified time period to confirm such Promotion Schedule prior to the Promotion being offered and such confirmation will constitute an agreement with VQS EATS LLC. of the VQS EATS app under the terms of this Agreement. To request a form Promotion Schedule, the Merchant should contact its customer support representative.ii) Co-Funded Promotion(s).

From time to time, VQS EATS LLC. of the VQS EATS app may agree to fund a portion of Merchant’s Promotion (each, a “Co-Funded Promotion”). Foreach such Co-Funded Promotion, the parties shall agree on a written Promotion Schedule setting forth: (1) a description of the Co-Funded Promotion; (2) the obligations of each party; and (3)any other details regarding the Co-Funded Promotion. For the sake of clarity, if Merchant is the owner of Location(s), such Co-Funded Promotion shall appear to the Customer as a Merchant Promotion, and VQS EATS LLC. Corp of the VQS EATS app shall issue an adjustment to Merchant’s Item Revenue to account for the amount of the Promotion that VQS EATS LLC. of the VQS EATS app has agreed to fund.iii). Parties’ Obligations. The parties’ obligations for each Promotion will include the following, but may be expanded upon in an applicable Promotion Schedule:1) Merchant’s Obligations. Merchant will: (A) fulfill the terms of Promotions offered by Merchant (solely or jointly with VQS EATS LLC of the VQS EATS app) to Customers who have successfully completed their order through the App(s); (B) be responsible for the fees associated with the Promotion up to the amount Merchant has agreed to fund for such Promotion; and (C) upon reasonable request, supply VQS EATS LLC. of the VQS EATS app with marketing materials, including but not limited to, photographs, graphics, audio, video, and copy, which VQS EATS LLC. of the VQS EATS app may opt to use in its sole discretion, without payment of any license or other fees and which do not violate the rights of any third party.

Notwithstanding anything to the contrary in this Agreement, Merchant acknowledges and agrees that Merchant will not be able to terminate the Agreement while a Promotion is live.2) VQS EATS LLC. of the VQS EATS app Obligations. VQS EATS LLC. of the VQS EATS app will
(A) honor and fulfill the terms of Promotions offered by VQS EATS LLC. of the VQS EATS app (solely or jointly with Merchant) to Customers who have successfully completed their order through the App(s);
(B) be responsible for the fees associated with the Promotion up to the amount VQS EATS LLC. of the VQS EATS app has agreed to fund such Promotion; (C) upon reasonable request, supply Merchant with marketing materials, including but not limited to, photographs, graphics, audio, video, and copy, which Merchant shall use to market such Promotion, provided that a Promotion Schedule authorizes Merchant to market such Promotion out of the App(s); and (D) use good faith efforts to provide Merchant with reasonable information regarding Promotions, which may include, without limitation, the amount Merchant spent on Promotions and the number of Items sold in connection with Promotions.iv) Fee on Promotion Orders. Notwithstanding anything to the contrary in this Agreement, if a Customer successfully applies a Merchant Promotion or Co-Funded Promotion to order through the App(s), the Fee shall be calculated based on the total Retail Value of the order minus the Merchant-funded portion of such Promotion applied to that order.

For the sake of illustrative purposes, if Merchant and VQS EATS LLC. of the VQS EATS app each funds $1 of a $2 off Promotion (so the Co-Funded Promotion is funded 50% by each party) on a $10 pre-Promotion order total, the Fee shall be calculated on the post- Promotion amount of $9.
v) Out of App Marketing. Unless otherwise specified in an applicable Promotion Schedule, the Merchant may not market or otherwise advertise a Promotion outside the App(s). If a Promotion Schedule authorizes the Merchant to market a Promotion out of the App(s), all such marketing materials will be subject to VQS EATS LLC. of the VQS EATS app prior review and written approval, which shall not be unreasonably withheld.7.5 Publicity.Except as may be expressly set forth in this Agreement or otherwise agreed by the parties in writing, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Agreement or otherwise, without the prior written consent of such other party.

8. PROPRIETARY INFORMATION; FEEDBACK.8.1
Definition.“Proprietary Information” means any confidential, proprietary, or other non-public information disclosed by or on behalf of one party (“Disclosure”) to the other (“Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects and includes transactional, operational, performance and other data or information that is related to the sale of Merchant’s Items to Customers through the App(s) and the terms and conditions of this Agreement. Proprietary Information will not include information that: (i) was previously known to the Recipient without an obligation of confidentiality; (ii) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (iii) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties other than Representatives, or use in any way other than as necessary to perform this Agreement, the Discloser’s Proprietary Information.

Each Recipient will ensure that Proprietary Information will only be made available to Recipient’s affiliates and Recipient’s and Recipient’s affiliates officers, directors, employees, and agents who have a need to know such Proprietary Information and who, prior to any disclosure of such Proprietary Information, are bound by written obligations of confidentiality with respect to such Proprietary Information that is no less stringent than those set forth in this Agreement (each, a “Representative”). The recipient will cause its Representatives to comply with the terms of this Agreement and will be solely responsible for any breach of this Agreement by any of its Representatives. Each Recipient will not, and will not authorize others to, remove or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Proprietary Information. The foregoing prohibition on use and disclosure of Proprietary Information will not apply to the extent: (i) the Discloser has authorized such use or disclosure (and Merchant hereby authorizes VQS EATS LLC. of the VQS EATS app and its Affiliates to disclose the terms of this Agreement to Merchant’s franchisees and/or franchisor as applicable in connection with executing contracts that reference this Agreement)and (ii) a Recipient is required to disclose certain Proprietary Information of the Discloser as a matter of law or by order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in obtaining a protective order prior to making such disclosure.

Upon expiration or termination of this Agreement and as requested by Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Proprietary Information, together with all copies thereof in whatever form.

8.2 Personal Data.
Merchant agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of fulfilling Items under this Agreement. Merchant will maintain the accuracy and integrity of any Personal Data provided by VQS EATS LLC. of the VQS EATS app and in Merchant’s possession, custody or control. Merchant agrees to retain Personal Data provided to Merchant by VQS EATS LLC. of the VQS EATS app solely by using the software and tools provided by VQS EATS LLC. of the VQS EATS app “Personal Data” means any information obtained in connection with this Agreement (i) relating to an identified or identifiable natural person; (ii) that can reasonably be used to identify or authenticate an individual, including name, contact information, precise location information, persistent identifiers, and (iii) any information that may otherwise be considered “personal data” or“personal information” under the applicable law.

8.3 Passwords.
The merchant is responsible for maintaining the integrity of information related to the Merchant’s access and use of the Tools and Services, including any password, login, or key information. Merchant represents and warrants that Merchant will not share such information with any third party.

8.4 Data Re-Identification Restriction.
Without limiting any other provision of this Agreement, including any provision in this Section 8, Merchant will not merge any of the data collected or otherwise obtained in connection with this Agreement, including any Personal Data, with other data collected from any source or otherwise use any of the data collected or otherwise obtained in connection with this Agreement, including any Personal Data, for the purpose of re-identification, targeted marketing, or any other similar purpose.8.5 Feedback. Merchant may, but is not obligated to, provide or otherwise make available to VQS EATS LLC. of the VQS EATS app or its affiliates certain feedback, suggestions, comments, ideas, or other concepts relating to VQS EATS LLC. of the VQS EATS app and its affiliate’s products and services (“Feedback”). However, to the extent that Merchant provides or otherwise makes available Feedback to VQS EATS LLC. of the VQS EATS app or its affiliates, Merchant hereby grants to VQS EATS LLC. of the VQS EATS app and its affiliates a worldwide, perpetual, irrevocable, transferable, sub-licensable, royalty-free license to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Feedback in all formats and distribution channels now known or
hereafter devised (including in connection with the Services and Uber's business and on third-party sites and services), without further notice to or consent from Merchant, and without the
requirement of payment to Merchant or any other person or entity.All Feedback is subject to the User Generated Content Terms.

8.6 Personal Data sharing required by law.
Where VQS EATS LLC. of the VQS EATS app is required by codes, laws, legislation, licenses, orders (including court orders), ordinances, rules, regulations, or any other requirement imposed by a government authority to share certain Personal Data with the Merchant, VQS EATS LLC. of the VQS EATS app will share only that Personal Data with the Merchants required by the applicable codes, laws, legislation, licenses, orders (including court orders),ordinances, rules, regulations, or any other requirement imposed by a government authority (e.g, laws related to the sale of alcohol Items). Should the Merchant receive any Personal Data pursuant to this section, the Merchant agrees to use, disclose, store, retain, or otherwise process that Personal Data solely for the purposes of complying with the applicable codes, laws, legislation, licenses, orders (including court orders), ordinances, rules, regulations, or other requirement imposed by a government authority.8.7 Compliance with Applicable Privacy and Data Protection Laws
Merchant represents and warrants that it will comply with all applicable privacy and data protection laws and regulations and the terms of this Section 8, with respect to all Personal Data it receives from VQS EATS LLC. of the VQS EATS app pursuant to this Agreement.

9. RATINGS, CUSTOMER FEEDBACK, AND IN-APP COMMUNICATIONS.
Merchant acknowledges and agrees that, after receiving Item(s), a Customer may be prompted by the App(s) to provide a rating of such Item(s) and, at such Customer’s option, to provide comments or feedback related to the Customer’s experience with Merchant and the relevant Item(s) on the App(s) (“Customer Feedback”). Merchant further acknowledges and agrees that the App(s) may allow: (i) Merchant and Customers, (ii) Merchant and Delivery People, or (iv)Delivery People and Customers, to communicate with each other (“In-App Communications”). VQS EATS LLC. of the VQS EATS app and its affiliates reserve the right to use, share, and display Customer Feedback or In-App Communications in any manner in connection with the business of VQS EATS LLC. of the VQS EATS app and its affiliates without attribution to or approval of Merchant. Merchant acknowledges that VQS EATS LLC. of the VQS EATS app and its affiliates are online service providers and are not publishers of Customer Feedback or In-App Communications; nonetheless, VQS EATS LLC. of the VQS EATS app and its affiliates may, but shall not be obligated to, review or monitor Customer Feedback or In-App Communications and may, in their sole discretion, remove, edit, or disable Customer Feedback or In-App Communications for any reason, including if VQS EATS LLC. of the VQS EATS app or its affiliates determine that Customer Feedback or In-App Communications violate this Agreement, the Community Guidelines (defined below), VQS EATS LLC. of the VQS EATS app Privacy Notice.

All (i) communications between VQS EATS or its affiliates and Merchant, (ii) Customer Feedback, and (iii) In-App Communications are subject to the User Generated Content Terms.

10. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.10.1
Representations and Warranties.Each party hereby represents and warrants that: (i) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (ii) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its origin; (iii) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with or performing under this Agreement; (iv) it will comply with all applicable laws and regulations in the performance of this Agreement and any activities hereunder (including all applicable consumer protection, data protection, and privacy laws and, in the case of Merchant, all applicable Food Safety Standards); and (v) the Marks used or provided by one party to the other pursuant to this Agreement shall not infringe or otherwise violate the intellectual property rights, rights of publicity, or other proprietary rights of any third party. In addition, Merchant further represents and warrants that to the extent Merchant has franchisees who participate in any activities under this Agreement, the Merchant will ensure that such franchisees will comply with, and be subject to, the applicable provisions of this Agreement when participating in such activities.

10.2 DISCLAIMER.EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.11. INDEMNITY.11.1 Indemnified Claims.Each Party (“Indemnifying Party”) will indemnify, defend and hold harmless the other, its affiliates, and respective directors, officers, employees, and agents (the “Indemnified Party”)from and against any and all claims, damages, liabilities, causes of action, and losses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to (i) the negligence or willful misconduct of the Indemnifying Party or its employees or agents in their performance of this Agreement; (ii) any claims that, if true, would be a material breach of any of the Indemnifying Party’s representations or warranties in this Agreement; or (iii) any claims that the Marks provided by the Indemnifying Party infringe a third party’s intellectual property rights, to the extent the Indemnified Party used such Marks in accordance with the manner approved by the Indemnifying Party. In addition, you will indemnify, defend and hold harmless the VQS EATS LLC. of the VQS EATS app Indemnified Parties from and against any and all Losses with respect to any third party claim arising out of or related to:
(A) Merchant’s violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation;
(B) Merchant’s failure to provide accurate and complete descriptions or Additional Information for Items, including information transmitted through a Device, point-of-sale, or Third Party Access Service, sufficient for accurate Sales Tax calculations;
(C) Merchant’s failure to comply with a notice with respect to Unsupported Items; or
(D) any claim related to Merchant’s failure to perform obligations contained in Section 2 of the Terms of Use for Alcohol Sales, if applicable, except in the case of each of (A)-(D) above, to the extent such harm was directly caused by the gross negligence or willful misconduct of VQS EATS LLC. of the VQS EATS app or its employees, agents or Delivery People.11.2 Procedure. Each Indemnified Party will provide prompt written notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without the written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense.

12. LIMITS OF LIABILITY.EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OBLIGATIONS: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT, WILLFUL, PUNITIVE, INCIDENTAL,EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF BUSINESS PROFITS, OR DAMAGES FOR LOSS OF BUSINESS OF MERCHANT OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, OR LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S TOTAL CUMULATIVE LIABILITY OF EACH AND EVERY KIND UNDER THIS AGREEMENT WILL NOT EXCEED $100,000. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

13. SUPPLEMENTAL TERMS.
Notwithstanding anything to the contrary, the terms and conditions of VQS EATS LLC. of the VQS EATS app.

14. TERM AND TERMINATION.
This Agreement will commence on the Effective Date and, unless earlier terminated as provided below, will continue for a period of one (1) year from the Effective Date (“Initial Term”) and will automatically renew for successive one (1) year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”). Either party may terminate this Agreement, in whole or in part(i.e., with respect to any Sales Channel), in the event of a material breach by the other party with two (2) days prior to written notice thereof by the non-breaching party. Either party may terminate this Agreement, in whole or in part (i.e., with respect to any Sales Channel), at anytime without cause by giving sixty (60) days prior written notice of termination to the other party, with the exception being that should either party attempt to terminate this Agreement during an active Promotion period, such termination will not take effect until such Promotion period has ended. Notwithstanding the foregoing, the termination of this Agreement will not relieve either party of its obligations to fulfill any promotional offer that has been redeemed by Customers in accordance with its terms. In addition, VQS EATS LLC. of the VQS EATS app may suspend or otherwise terminate this Agreement on written notice in the event of a Brand Matter. A “Brand Matter” means an event involving a Merchant that in VQS EATS LLC. of the VQS EATS app reasonable judgment, causes it or its affiliates to have as significant concern for the reputation of its respective Marks or brand, including matters related to the alleged violation of any applicable retail food or other health or safety code.

All payment obligations and Sections 1, 7.1, 8-13, this last sentence of 15, 16-17, and 19 will survive the expiration or termination of this Agreement.16. NOTICE.Any and all notices permitted or required to be given hereunder will be sent to the address listed below, or such other address as may be provided, and deemed duly given: (a) upon actual delivery, if delivery is by hand; or (b) one (1) day after being sent by overnight courier, charges prepaid; or (c) by electronic mail to the designated recipient. Notices to VQS EATS LLC. of the VQS EATS app should be provided to VQS EATS LLC. of the VQS EATS app: support@vqseats.com Notices to Merchant should be provided to the address provided by Merchant. The parties agree that all legal documents (including complaints and subpoenas) directed to VQS EATS LLC. of the VQS EATS app will be served on VQS EATS LLC. of the VQS EATS app registered agent for service of process.

DISPUTE RESOLUTION AND ARBITRATION.17.1
Arbitration. Any dispute, whether contractual or otherwise, arising out of or in connection with this Agreement or these dispute resolution procedures, including any question regarding its existence, performance, validity, or termination, will be referred to and finally resolved by arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures
(the “JAMS Rules”), which are deemed to be incorporated by reference into this clause. The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, scope, applicability, enforceability, or formation of this Agreement, including any claim that all or any part of this Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether this Agreements unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. In the event of a dispute, controversy, or claim arising out of or relating in any way to this Agreement, prior to submitting a demand for arbitration, the complaining party shall notify the other party in writing thereof. Within thirty (30) days of such notice, representatives of both parties shall attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days after such notice, the complaining party shall seek remedies exclusively through arbitration.

Furthermore, the parties agree:i) The Arbitrator’s award will be final and binding and judgment on the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be confirmed in a court of competent jurisdiction.ii) A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules.iii) The seat, or legal place, of arbitration, will be Vieques, Puerto Rico, USA or the JAMS location closest to the complaining party’s place of business.iv) The language to be used in the arbitral proceedings will be English.v) The arbitral tribunal will be composed of a sole arbitrator, which shall be nominated and appointed by JAMS in accordance with the JAMS Rules.vi) To the extent permitted by applicable law, the parties agree to keep all materials related to the dispute, including the existence of the dispute itself, the content of the arbitration, and all the submissions by the parties in the arbitration and awards rendered by the arbitral tribunal, confidential.vii) The parties each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.viii) Neither party may bring any class, collective, or representative action against the other party, and will preclude a party from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against the other party by someone else. Notwithstanding any other provision of this Arbitration Provision or the JAMSRules, disputes in court or arbitration regarding the validity, enforceability, conscionable or breach of this Class Action Waiver, or whether this Class Action Waiver is void or voidable, maybe resolved only by the court and not by an arbitrator. In any
case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial. The determination that all or part of this Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of this Class Action Waiver that is enforceable shall be enforced in arbitration.ix) Arbitrator fees and expenses plus any expenses of JAMS shall be split equally between the parties.

The Arbitrator shall be entitled to award the foregoing arbitration and administrative fees and expenses as damages at his/her discretion.x) Notwithstanding any choice of law or other provision in this Agreement, the parties agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. The parties intend the FAA and JAMS Rules to preempt all state laws to the fullest extent permitted by law. If the FAA and JAMS Rules are found to not apply to any issue that arises under this Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of California.17.2 Waiver of Jury Trial. Each party hereby waives to the fullest extent permitted by applicable law, any right it may have to a trial by jury of any arbitrable claim under this Agreement and in connection with the enforcement of an arbitral award rendered under this agreement. Each party (i) certifies that no representatives, agent or attorney of any other party have represented, expressly or otherwise, that such other party would not, in the event of such litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto have been induced to enter into this Agreement.18. DIVERSITY AND INCLUSION. Merchant will not, in its use of the VQS EATS Tools under this Agreement, discriminate against any customer, employee, contractor, or other person or individual based on race, color, gender, pregnancy, marital status, familial status, sexual orientation, gender identity or expression, religion, ancestry, national origin, disability, or age except that programs may target beneficial services for specific participant groups, as agreed upon between VQS EATS LLC. of the VQS EATS app of the VQS EATS app and Merchant. Merchant acknowledges and agrees that upon VQS EATS LLC. of the VQS EATS app receipt of evidence of Merchant’s discrimination under any of these categories, VQS EATS LLC. of the VQS EATS app will have the right to immediately terminate this Agreement following notice to Merchant.

15. FEE CAP LAWS.
Certain laws, rules, regulations, orders, or ordinances, may limit the Fees that VQS EATS LLC. may charge the Merchant under this Agreement, or otherwise change, restrict, or vary the terms and conditions of this Agreement (e.g. by changing termination rights, or requiring that VQS EATS LLC. of the VQS EATS app to provide the Merchant with certain benefits)(“Fee Cap Laws”). If Fee Cap Laws require VQS EATS LLC. of the VQS EATS app to:1. charge the Merchant lower Fees than the Fees set out in this Agreement:1. at a Location;2. for certain Items; or3. for certain Sales Channels;2. allow the Merchant to terminate this Agreement earlier than otherwise would be permitted by the terms and conditions of this Agreement; or3. provide certain benefits to the Merchant,(together “Fee Cap Law Requirements”) then VQS EATS LLC. of the VQS EATS app will, respectively:1. charge the Merchant a Fee as permitted by those Fee Cap Laws for that Location, those Items, or the applicable Sales Channel;2. allow the Merchant to terminate this Agreement as required by the Fee Cap Law; or3. provide the benefits to the Merchant required by the Fee Cap Law.The Merchant acknowledges and agrees that if:1. Fee Cap Laws require VQS EATS LLC. of the VQS EATS app of the VQS EATS app to implement Fee Cap Law Requirements in relation to this Agreement; and2. certain benefits to the Merchant were included in this Agreement in consideration for:1. the Fees in this Agreement;2. the Merchant agreeing to a particular Term; or3. the Merchant agreeing that it may not terminate this agreement without cause, then:1. where benefits were provided in consideration for the Fees in this Agreement, and VQS EATS LLC. of the VQS EATS app must charge the Merchant lower Fees, VQS EATS LLC. will not be required to provide those benefits to the Merchant at the applicable Location, for the applicable Items, or the applicable Sales Channel;2. where benefits have already been provided in advance, and the Merchant terminates this Agreement earlier than otherwise would be permitted by the terms and conditions of this Agreement, the Merchant must reimburse VQS EATS LLC. of the VQS EATS app for the value of those benefits; and3. in circumstances where the Agreement is not terminated, VQS EATS LLC. of the VQS EATS app will instead provide benefits to the Merchant at that Location that correspond to the maximum amount that  VQS EATS LLC.of the VQS EATS app may charge the Merchant in Fees under the applicable Fee Cap Laws for that Location, for the applicable Items, or the applicable Sales Channel.
If Fee Cap Laws allow termination of this Agreement to take effect during an active Promotion period, the Merchant must reimburse VQS EATS LLC. of the VQS EATS app for all costs associated with ending the Promotion early, including any costs associated with urgently removing advertising material, and costs associated with defending claims from third parties that result from ending the Promotion early.

Reimbursement or payment required as a result of this section will include interest, calculated from the date of the termination, on a compounding monthly basis at 1.5%, or the highest interstate legally allowed, whichever is lower.

16. ADDITIONAL TERMS.
The territory of this Agreement is the United States (“Territory”), and all payments issued under this Agreement must be in U.S. dollars. In this Agreement, “including” means “including, without limitation,” and examples are illustrative and not the sole examples of a particular concept. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, will not be construed as a waiver of such provision or option and will in no way affect that party’s right to enforce such provisions or exercise such option. This Agreement may not be assigned, transferred, delegated, or subcontracted, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Agreement, upon written notice to the other party, (a) to an affiliate of such party, or (b) in connection with the sale of all or substantially all of such party’s equity, business or assets to which this Agreement relates; provided that in the event of any such transfer by Merchant, Merchant explicitly consents that any such transferee will have access to and control of all Merchant accounts related to such transfer, including its accounts with VQS EATS LLC. of the VQS EATS app, access to historical reporting information about Items related to such transfer, and other account data relating to such transfer. In the event of a change of ownership involving the Merchant’s Location(s), the parties will need to execute a Change of Ownership form and the Merchant acknowledges and agrees that the Location will not be able to accept or process any Customer orders on the App until the Change of Ownership is executed. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of each party hereto and its respective successors and assigns. Any purported assignment, transfer, delegation, or sub contract in violation of this Section will be null and void. In the event any provision of this Agreement is determined to be invalid or unenforceable by the ruling of an arbitrator or a court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) will remain in full force and effect.

Any delay in or failure by either party in the performance of this Agreement will be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a “Force Majeure Event”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Agreement. Nothing in this Agreement will be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as otherwise expressly set forth above), and no party will have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of separate writing, executed by an authorized representative of the other party. Each party will be solely responsible for its employees and contractors used in connection with such party’s performance obligations under this Agreement.

This Agreement contains the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and agreements, whether oral or written, relating to the such subject matter hereof. This Agreement may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted in pdf format, each of which will be deemed an original and all of which, when taken together, will constitute one and the same original instrument. © 2023 VQS EATS LLC.