(rev. September 2020)
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THIS RESTAURANT AGREEMENT IS COMPRISED OF THE FOLLOWING DOCUMENTS, WHICH TOGETHER CONSTITUTE THE “AGREEMENT”:
• ORDER FORM
• TERMS AND CONDITIONS
• ADDENDUM A – MARKETPLACE SERVICES
• ADDENDUM B – LISTINGS MANAGEMENT SERVICES
• ADDENDUM C – WEB PRESENCE SERVICES
• ADDENDUM D – PHONE MANAGEMENT SERVICES
• ADDENDUM E – SHOP MANAGEMENT SERVICES
• ADDENDUM F – VOLUME DISCOUNTS
• ADDENDUM G – CONSULTING SERVICES
• ADDENDUM H – INTEGRATED DELIVERY SERVICES
• ADDENDUM I – PROJECT BY SLICE
• ADDENDUM J - SLICE DIGITAL MARKETING PRODUCT
THE DOCUMENTS LISTED ABOVE ARE ALL INCORPORATED INTO AND MADE A PART OF THESE TERMS AND CONDITIONS, AND COLLECTIVELY CONSTITUTE A LEGAL AGREEMENT (THE “AGREEMENT”) BETWEEN MYPIZZA TECHNOLOGIES, INC., A DELAWARE CORPORATION, D/B/A SLICE (“SLICE”) AND THE RESTAURANT SET FORTH IN THE ORDER FORM TO WHICH THIS AGREEMENT IS ATTACHED (INCLUDING ITS AFFILIATES, “RESTAURANT”).
BY ACCEPTING THIS AGREEMENT EITHER BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) USING THE PLATFORM (AS DEFINED BELOW), OR (3) EXECUTING THE ORDER FORM THAT INCORPORATES THIS AGREEMENT (“ORDER FORM”), RESTAURANT HEREBY ACCEPTS AND AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO LEGALLY BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. THIS AGREEMENT IS EFFECTIVE BETWEEN RESTAURANT AND SLICE AS OF THE DATE OF RESTAURANT’S ACCEPTANCE AS STATED ABOVE (THE “EFFECTIVE DATE”).
IF RESTAURANT DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, IT MAY NOT USE THE PLATFORM OR SLICE SERVICES. IN ADDITION, BY AGREEING TO THIS AGREEMENT, RESTAURANT ACCEPTS AND AGREES (A) TO BE BOUND THE ARBITRATION CLAUSE HEREIN, WHICH PROVIDES THAT THE PARTIES DESIRE TO RESOLVE DISPUTES RELATING TO THIS AGREEMENT THROUGH ARBITRATION; AND (B) THAT BY AGREEING TO SUCH ARBITRATION, RESTAURANT IS GIVING UP VARIOUS RIGHTS, INCLUDING THE RIGHT TO TRIAL BY JURY AND THE WAIVER OF CONSOLIDATED OR CLASS-ACTION ARBITRATION OR LITIGATION.
Terms and Conditions
1. Platform and Services. Slice has developed, operates and maintains an online order management system that enables restaurants to, among other things, manage and fulfill Orders (as defined below) placed by customers of Restaurant (each a “Customer”), including but not limited to Slice’s website and mobile applications (iOS and Android) (collectively, the “Platform”). In addition, Slice may from time to time provide certain advertising and marketing services, loyalty tools, and website development services (collectively with the services referenced in the prior sentence, the “Services”) as described in one or more Addenda to this Agreement. SLICE IS A SOFTWARE-AS-A-SERVICE PROVIDER. OUR PLATFORM FACILITATES ONLINE FOOD AND BEVERAGE ORDERING AND DELIVERY. SLICE IS NOT A FOOD OR BEVERAGE DELIVERY SERVICE AND SHALL NOT BE DEEMED A FOOD DELIVERY SERVICE AS THAT TERM IS DEFINED UNDER ANY FEDERAL, STATE, OR LOCAL LAW, RULE, REGULATION, OR ORDINANCE. This Agreement establishes terms and conditions which apply to the Platform provided to, and the Services to be performed for, Restaurant by Slice. Depending upon which Services and features of the Platform Restaurant has ordered pursuant to the Order Form, certain Addenda hereto may not be applicable to Restaurant. Unless otherwise agreed to in writing by the parties, the parties agree that this Agreement shall govern all usage of the Platform and/or receipt of Services by Restaurant, including that which may have occurred prior to the Effective Date hereof.
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2. Grant of Rights by Slice.
(A) Scope. Subject to the terms and conditions of this Agreement, Slice hereby grants to Restaurant a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license to use or access the Platform and Services during the Term, solely for Restaurant’s internal business purposes. Slice may modify, update, interrupt, suspend and/or terminate the Platform or Services or any feature or functionality thereof in its sole discretion from time to time, without liability. Slice will use commercially reasonable efforts, consistent with applicable laws, to notify Restaurant of any such suspension or termination.
(B) Authorized Users. As used herein, “Authorized User” means each individual employee or agent of Restaurant that Restaurant has designated as authorized to use the Platform and Services. Restaurant is solely responsible for the authorization of Authorized Users and all acts and omissions thereof. Restaurant shall not permit Authorized Users to share user names or passwords with one another or with any third party (“Credentials”). Restaurant is responsible for all activities that occur under Restaurant’s Authorized User accounts, including without limitation, maintaining the security and confidentiality of the Credentials, preventing unauthorized access to the Platform, and compliance with this Agreement as if such activities were those of Restaurant. Restaurant shall notify Slice promptly if it becomes aware of any unauthorized use or disclosure of Credentials. Slice will not be liable for any loss or damage caused by any unauthorized use of Restaurant’s account.
(C) Restrictions. Restaurant shall not, shall not attempt to, and shall not allow any Authorized User or third party to (i) interfere in any manner with the operation of the Platform or Services; (ii) copy, transfer, adapt, modify, alter, or make derivative works based on any part of the Platform; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any component of the Platform or any associated software of the Platform, or permit a third party to do any of the foregoing; (iv) sublicense, assign, sell, or lease the Platform or the Order Equipment (as defined below) to, or otherwise allow access to the Platform or the Order Equipment by, any person other than an Authorized User; (v) use the Platform or the Order Equipment for purposes of providing third-party hosting or third-party application integration, service bureau, subscription or application service provider-type services; (vi) remove or alter any proprietary or other notice, legend or symbol on or embedded in the Platform; or (vii) use the Platform or the Order Equipment in violation of any applicable law or regulation or for any purpose not specifically permitted in this Agreement; (vi) introduce into the Platform or the Order Equipment any software, virus, worm, “back door,” Trojan Horse, or similar harmful code.
(D) Order Equipment. Any equipment (including, without limitation, tablets or other means of receiving Orders) (“Order Equipment”) provided by Slice will remain Slice’s sole property and Restaurant shall only use Order Equipment for purposes related to fulfilling its obligations under this Agreement. Restaurant will be responsible for maintaining Order Equipment in good working order and will be responsible for any damage to (excluding ordinary wear and tear) or loss to the Order Equipment. Restaurant will not upload, download or otherwise transmit any material on the Order Equipment that contains viruses or any other computer code, files or programs that could disable, overburden, impair the proper working order, interrupt, destroy or limit the functionality of the Platform or Order Equipment. Slice reserves the right to recover the replacement cost of damaged or lost Order Equipment by deducting such amount from Grand Totals (as defined below) owed to Restaurant under this Agreement. Restaurant shall have no right, title, or interest in or to the Order Equipment except the right to possession and use thereof during the Term and pursuant to the conditions in this Agreement. The Order Equipment shall remain personal property, regardless of whether or not they are affixed to any real property at Restaurant’s location. Restaurant shall at all times protect and defend, at Restaurant’s own cost and expense, the title and interest of Slice from and against all claims, liens, and legal processes of any trustee in bankruptcy, receiver, creditor, or other successor of Restaurant and keep the Order Equipment free and clear from all such claims, liens, processes, and any other encumbrance. Restaurant shall not sublease, transfer, or dispose of the Order Equipment or grant or permit any lien on them. Restaurant agrees that it will not mortgage or otherwise encumber the Order Equipment. The Order Equipment shall be located in the Restaurant, and Restaurant, nor its employees shall not remove, or permit (by act or omission) them to be removed from the Restaurant without the prior written consent of Slice. Upon termination of this Agreement for any reason, Restaurant shall promptly return the Order Equipment to Slice, by delivering them in a manner consistent with the manufacturers’ recommendations and practices to such place or on board such carrier (packed properly and in accordance with the manufacturers’ instructions) as Slice shall specify, or, at Slice’s option, Restaurant shall cooperate with Slice in the disposition of the Order Equipment. Provided Slice has not instructed Restaurant to dispose of the items, if the Order Equipment is not in Slice’s possession within thirty (30) days of termination, Slice may, in its sole discretion, automatically authorize Restaurant’s credit card, bank account, or other approved facility provided during the registration process for the value of the Order Equipment as determined by Slice. Slice reserves the right to retain such sums as a deposit (the “Deposit”) until such items are returned to Slice in good working order pursuant to and in accordance with this Section. Upon such return, Slice shall promptly credit Restaurant the amount of the Deposit. If one or more of the items are not returned, or if any of the items are returned damaged, Slice reserves the right to retain the Deposit or a portion thereof at Slice’s reasonable discretion. Restaurant shall ensure that the Order Equipment will be returned to Slice free and clear of all claims, liens, processes, and any other encumbrances. SLICE, NOT BEING THE SUPPLIER OR MANUFACTURER OF THE ORDER EQUIPMENT NOR THE SUPPLIERS’ OR MANUFACTURERS’ AGENT, MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE ORDER EQUIPMENT AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.
(B) Authorized Users. As used herein, “Authorized User” means each individual employee or agent of Restaurant that Restaurant has designated as authorized to use the Platform and Services. Restaurant is solely responsible for the authorization of Authorized Users and all acts and omissions thereof. Restaurant shall not permit Authorized Users to share user names or passwords with one another or with any third party (“Credentials”). Restaurant is responsible for all activities that occur under Restaurant’s Authorized User accounts, including without limitation, maintaining the security and confidentiality of the Credentials, preventing unauthorized access to the Platform, and compliance with this Agreement as if such activities were those of Restaurant. Restaurant shall notify Slice promptly if it becomes aware of any unauthorized use or disclosure of Credentials. Slice will not be liable for any loss or damage caused by any unauthorized use of Restaurant’s account.
(C) Restrictions. Restaurant shall not, shall not attempt to, and shall not allow any Authorized User or third party to (i) interfere in any manner with the operation of the Platform or Services; (ii) copy, transfer, adapt, modify, alter, or make derivative works based on any part of the Platform; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any component of the Platform or any associated software of the Platform, or permit a third party to do any of the foregoing; (iv) sublicense, assign, sell, or lease the Platform or the Order Equipment (as defined below) to, or otherwise allow access to the Platform or the Order Equipment by, any person other than an Authorized User; (v) use the Platform or the Order Equipment for purposes of providing third-party hosting or third-party application integration, service bureau, subscription or application service provider-type services; (vi) remove or alter any proprietary or other notice, legend or symbol on or embedded in the Platform; or (vii) use the Platform or the Order Equipment in violation of any applicable law or regulation or for any purpose not specifically permitted in this Agreement; (vi) introduce into the Platform or the Order Equipment any software, virus, worm, “back door,” Trojan Horse, or similar harmful code.
(D) Order Equipment. Any equipment (including, without limitation, tablets or other means of receiving Orders) (“Order Equipment”) provided by Slice will remain Slice’s sole property and Restaurant shall only use Order Equipment for purposes related to fulfilling its obligations under this Agreement. Restaurant will be responsible for maintaining Order Equipment in good working order and will be responsible for any damage to (excluding ordinary wear and tear) or loss to the Order Equipment. Restaurant will not upload, download or otherwise transmit any material on the Order Equipment that contains viruses or any other computer code, files or programs that could disable, overburden, impair the proper working order, interrupt, destroy or limit the functionality of the Platform or Order Equipment. Slice reserves the right to recover the replacement cost of damaged or lost Order Equipment by deducting such amount from Grand Totals (as defined below) owed to Restaurant under this Agreement. Restaurant shall have no right, title, or interest in or to the Order Equipment except the right to possession and use thereof during the Term and pursuant to the conditions in this Agreement. The Order Equipment shall remain personal property, regardless of whether or not they are affixed to any real property at Restaurant’s location. Restaurant shall at all times protect and defend, at Restaurant’s own cost and expense, the title and interest of Slice from and against all claims, liens, and legal processes of any trustee in bankruptcy, receiver, creditor, or other successor of Restaurant and keep the Order Equipment free and clear from all such claims, liens, processes, and any other encumbrance. Restaurant shall not sublease, transfer, or dispose of the Order Equipment or grant or permit any lien on them. Restaurant agrees that it will not mortgage or otherwise encumber the Order Equipment. The Order Equipment shall be located in the Restaurant, and Restaurant, nor its employees shall not remove, or permit (by act or omission) them to be removed from the Restaurant without the prior written consent of Slice. Upon termination of this Agreement for any reason, Restaurant shall promptly return the Order Equipment to Slice, by delivering them in a manner consistent with the manufacturers’ recommendations and practices to such place or on board such carrier (packed properly and in accordance with the manufacturers’ instructions) as Slice shall specify, or, at Slice’s option, Restaurant shall cooperate with Slice in the disposition of the Order Equipment. Provided Slice has not instructed Restaurant to dispose of the items, if the Order Equipment is not in Slice’s possession within thirty (30) days of termination, Slice may, in its sole discretion, automatically authorize Restaurant’s credit card, bank account, or other approved facility provided during the registration process for the value of the Order Equipment as determined by Slice. Slice reserves the right to retain such sums as a deposit (the “Deposit”) until such items are returned to Slice in good working order pursuant to and in accordance with this Section. Upon such return, Slice shall promptly credit Restaurant the amount of the Deposit. If one or more of the items are not returned, or if any of the items are returned damaged, Slice reserves the right to retain the Deposit or a portion thereof at Slice’s reasonable discretion. Restaurant shall ensure that the Order Equipment will be returned to Slice free and clear of all claims, liens, processes, and any other encumbrances. SLICE, NOT BEING THE SUPPLIER OR MANUFACTURER OF THE ORDER EQUIPMENT NOR THE SUPPLIERS’ OR MANUFACTURERS’ AGENT, MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE ORDER EQUIPMENT AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.
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3. Services.
(A) Services. Restaurant agrees to allow Slice to perform all of the Services herein at Slice’s discretion. Services may also be mutually agreed to by the parties from time to time under additional terms set forth in one or more Order Forms under the terms of this Agreement. In the course of providing the Services, Slice may access, or submit a management request or claim of, an online business listing on Restaurant’s behalf, with the intention of optimizing the listing to maximize Orders; provided, however, that such rights shall terminate upon termination of this Agreement and a reasonable wind-down period thereafter (not less than thirty (30) days following termination of this Agreement for any reason). Without limiting the generality of the foregoing, Slice has integrated with Google to permit Slice to verify Restaurant’s business in Google’s business listings using information that Slice has on file about Restaurant. Google business verification helps ensure the accuracy of a business’s information across Google, and optimizes the business’s Google search results. Only verified businesses are able to edit the business information that appears on Google products. If Restaurant has opted into Slice’s “Direct” Services pursuant to the Order Form, Restaurant hereby authorizes Slice as its exclusive representative and agent to claim and validate its Google business listing and to update such listing from time to time during the Term as appropriate. Restaurant shall not authorize or permit any third party to claim or validate restaurant’s Google business listing on Restaurant’s behalf during the Term.
(B) No Support or Maintenance. Slice may, in its discretion, provide technical support, maintenance services (including the provision of updates, upgrades, patches, bug fixes or error corrections), or other support for the Platform (“Support”), however Slice is not obligated to provide Support. If Slice chooses to provide any Support to Restaurant from time to time.
(C) Order Processing Services. Slice shall process all Orders placed through the Platform. Slice reserves the right to reverse Orders due to Order cancellations, disputed charges, fraudulent sign-ups or Orders, account deactivations and violations of Slice’s website Terms of Use, as they may be in effect from time to time.
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4. Obligations and Acknowledgements of Restaurant.
(A) Order Fulfillment. Restaurant agrees to prepare and deliver food and beverage items (“Products”) in accordance with orders placed by Customers via the Platform (the “Orders”) for pickup by such Customers in accordance with the specifications set by Restaurant (regarding operating hours, minimum charges, applicable Taxes, etc.) and communicated to Slice for inclusion on the Platform (the “Specifications”). The Specifications and Product pricing must be at least as favorable to the Customer as that which is available for Restaurant’s standard takeout menu or as offered to any Customer or through any other third party pickup service. Restaurant may change the Specifications or available Product offerings by providing at least forty-eight (48) hours’ advanced written notice to Slice of such change. Restaurant is responsible for providing up-to-date Specifications and immediately notifying Slice of any errors or changes in writing.
(B) Licenses to Slice. Restaurant hereby grants (and did grant, as of Restaurant’s first use of the Platform, if such first use occurred prior to the Effective Date hereof) to Slice a limited, non-exclusive, royalty-free, fully paid up, worldwide right and license under the Restaurant Trademarks (as defined below), the Specifications, Product listings, menu, and any and all other content and information submitted by Restaurant to Slice or otherwise posted by Restaurant on its social media accounts or business listings on a third-party site (collectively, the “Restaurant Content”), to copy, encode, store, archive, distribute, transmit, modify, translate, render into an audible and/or visual format, publicly-display, publicly-perform, use, and otherwise exploit such Restaurant Content for the sole purpose of providing the Platform and Services. In addition, Restaurant hereby grants Slice a non-exclusive, worldwide, fully paid-up, royalty-free right and license to use, copy, encode, store, archive, distribute, transmit, render into an audible and/or visual format, publicly-display, and publicly-perform Restaurant’s name, tradenames, trademarks, service marks, and logos (the “Restaurant Trademarks”), along with all other Restaurant Content, in any and all media now known or hereafter devised in connection with the presentation, marketing, advertising, and/or promotion of the Restaurant, and the marketing, advertising, and promotion of Slice and the Platform and Services. All goodwill generated by Slice’s use of the Restaurant Trademarks as set forth herein shall inure to the benefit of Restaurant. For avoidance of doubt, Slice shall have the right to identify Restaurant as a client of Slice in public relations and marketing efforts without limitation. Slice shall have the right to sublicense the rights and licenses set forth in this Section 4(B) to any subcontractors performing services on Slice’s behalf. All sublicenses granted pursuant to this Section will be subject to the same restrictions that apply to Slice with respect to the use of the Restaurant Content including the Restaurant Trademarks.
(C) Call Disclosures. Restaurant understands and agrees that the calls placed by Slice may be automatically dialed. Restaurant consents to receiving such calls and agrees they will not be considered “unsolicited” calls or telemarketing calls for purposes of state or federal law. Restaurant agrees that Slice may record and maintain interactions with Restaurant personnel, including by recording phone calls, in accordance with applicable law.
(D) Slice Delivery Services. Restaurant may opt-in to using Slice’s third-party integrated delivery services. Restaurant shall pay an additional fee on a per-order basis for all Orders delivered through Slice’s third-party integrated delivery providers (the “Third-Party Delivery Providers”). Such fees shall be set forth in the applicable Order Form or otherwise agreed by the parties in writing. Use of the third-party integrated delivery services are subject to the additional terms and conditions set forth in Addendum H.
(E) Promotions and Offers. In its sole discretion, Slice may notify Restaurant (with email notice permissible) of promotions and offers to be extended to Consumers (“Required Promotions”). [Slice shall provide at least [30] days’ notice to Restaurant of any Required Promotions.] Slice shall communicate the material requirements of such Required Promotions to Restaurant. Restaurant agrees that it will fully participate in all Required Promotions as a condition of using the Services. If Restaurant elects not to participate in Required Promotions, Restaurant’s sole and exclusive remedy is to terminate this Agreement and any Order Forms in accordance with Section 7(b).
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5. Intellectual Property; Data.
(A) Ownership. As between Restaurant and Slice, Slice owns, and retains all rights, title and interest in and to, the Platform, the Services, together with all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, and derivative works thereto, as well as the domain(s) of any Restaurant Website (as defined in Addendum C) purchased by Slice, subject to the provisions of Addendum C (collectively, “Slice IP”). Without limiting the foregoing, all intellectual property rights, title, and interest in the methodology, technology, and know-how that Slice uses to deliver the Platform and Services under this Agreement, including all enhancements and improvements thereto, shall be deemed Slice IP hereunder. Restaurant will have no rights with respect to the Slice IP other than those expressly granted hereunder. As between the parties, Restaurant owns and shall retain all right, title, and interest in and to the Restaurant Content and the Restaurant Trademarks, including all copyrights and other intellectual property rights relating thereto (the “Restaurant IP”). Slice will have no rights with respect to the Restaurant IP other than those expressly granted hereunder.
(B) Data. As between the parties, all data and information collected by or on behalf of Slice by or through the Platform or Services, including, without limitation, usage data, performance data, and data about Customers (including personally identifiable information) (collectively, “Data”), are and shall remain the exclusive property of Slice. Restaurant may have access to certain Customer information for purposes of fulfilling Orders and otherwise performing its obligations under this Agreement. Restaurant shall not use Customer information for any other purpose. In connection with its access and use of Customer information, Restaurant will at all times comply with the terms and conditions of Slice’s privacy policy available at <https://slicelife.com/pages/privacy>, and Restaurant will not access, collect, store, retain, transfer or otherwise use Customer information, except in compliance with and for the limited period of time required to perform under this Agreement.
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6. Confidentiality; Feedback.
(A) “Confidential Information” means: (i) with respect to Slice, the Platform, any and all source code relating thereto, the Services, the Data, and any other non-public information or material regarding Slice’s legal or business affairs, financing, customers, properties, pricing, or data; and (ii) with respect to Restaurant, any non-public information or material regarding Restaurant’s legal or business affairs, financing, Authorized Users, properties, or data. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party
(B) Obligations. The Receiving Party will protect and preserve the Confidential Information of the Disclosing Party as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement and applicable Order Forms. The Receiving Party may disclose, distribute, or disseminate the Disclosing Party’s Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors, or agents (its “Representatives”), provided that the Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will not disclose, distribute, or disseminate the Confidential Information to any third party, other than its Representatives, without the prior written consent of the Disclosing Party. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives. If the Receiving Party is legally compelled to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is advised by its counsel is legally required to be disclosed, and will use commercially reasonable efforts to insure that confidential treatment will be afforded such disclosed portion of the Confidential Information.
(C) Specific Performance and Injunctive Relief. The Receiving Party acknowledges that in the event of a breach of this Section 6 by the Receiving Party or its Representatives, substantial injury could result to the Disclosing Party and money damages will not be a sufficient remedy for such breach. Therefore, in the event that the Receiving Party or its Representatives engage in, or threaten to engage in, any act which violates this Section 6, the Disclosing Party will be entitled, in addition to all other remedies which may be available to it under law, to seek injunctive relief (including, without limitation, temporary restraining orders or preliminary or permanent injunctions) and specific enforcement of the terms of this Section 6. The Disclosing Party will not be required to post a bond or other security in connection with the granting of any such relief.
(D) Feedback. During the Term, Restaurant or its Authorized Users may elect to provide us with feedback, comments, and suggestions with respect to the Platform or the Services (“Feedback”). Restaurant agrees that Slice will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to Restaurant or any Authorized User.
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7. Term and Termination.
(A) Term. This Agreement shall become effective upon Restaurant’s acceptance as described above, and shall remain in full force and effect thereafter until terminated as provided herein (the “Term”).
(B) Termination. Either party may terminate this Agreement for any reason or no reason upon 30 days’ prior written notice to the other party. In addition, Slice may terminate this Agreement for a material breach by Restaurant where such breach is not cured within five (5) business days of written notice of such breach, and under the limited circumstances in Section 11(B). Further, Slice may suspend access to the Platform or remove some or all Restaurant Content in Slice’s sole discretion, if Slice reasonably believes that Restaurant, Restaurant’s patrons, or any third party is engaged in: (x) any activity that may harm Slice, its systems, or any third-party systems; or (y) fraudulent or illegal activity or any other activity that could result in legal liability to Slice or any third party. Any such suspension may continue until the activity causing the suspension has been cured, and Slice has received satisfactory assurances that it will not recur.
(C) Effect of Termination. Upon termination, all licenses granted pursuant to this Agreement will cease and each party will, within a time period that is reasonably practicable, cease using any intellectual property or other materials licensed by the other party. Further, Restaurant shall promptly return all Order Equipment to Slice in accordance with Section 2(D) above.
(D) Survival. The terms of this Agreement (including any Addenda) which by their nature are intended to survive termination or expiration hereof shall survive, including, without limitation, Section 2(D) (“Order Equipment”), Section 5 (“Intellectual Property; Data”), Section 6 (“Confidentiality; Feedback”); Section 7(C) (“Effect of Termination”), this Section 7(D) (“Survival”), Section 8(C) (“Taxes”), Section 8(E) (“Responding to Legal Process”), Section 9 (“Representations and Warranties; Disclaimer”), Section 10 (“Limitation of Liability”), Section 11 (“Indemnification”), and Section 12 (“Miscellaneous”).
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8. Fees, Payment and Taxes.
(A) Fees. Restaurant shall pay Slice for use of the Platform and the Services at Slice’s then-current rates as set forth in the applicable Order Form or as otherwise agreed to by the Parties, which are subject to change at any time upon notice to Restaurant (the “Fees”). In addition to the Fees, Restaurant will be responsible for credit card fees and other processing fees and surcharges.
(B) Payment. Slice collects payment from Customers for Orders using its third-party payment processor. At the end of each applicable statement period (as agreed by the parties), Slice shall remit the Grand Total (as defined below) to Restaurant, less the Fees retained by Slice, the applicable credit card fees and other processing fees and surcharges. Payment to the Restaurant may also be offset by late fees or other amounts due and owing to Slice. “Grand Total” means the amount received by Slice from a Customer for Orders placed with Restaurant on the Platform, including Products, taxes, and any other fees. Restaurant acknowledges and understands that Slice is under no obligation to remit amounts to Restaurant until Slice receives the payment in full and all applicable documentation required by law and tax authorities.
(C) Taxes. Unless otherwise required by applicable laws, Restaurant is solely responsible for calculating, reporting and remitting all taxes, levies, duties or similar government assessments of any nature, including, for example sales taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”) associated with Orders. In the event Slice is required under applicable law to calculate, report and remit any Taxes in connection with the transactions described in this Agreement, Slice shall retain the proper amount of such Taxes from the Grand Total.
(D) Refunds. Slice reserves the right, in its sole discretion, to issue a refund to a Customer, and in the event Slice elects to issue a refund, such election shall not obligate Slice to provide a corresponding reimbursement to Restaurant. If any Fee is invoiced by Slice, Restaurant shall pay the invoice thirty (30) days of issuance of the invoice. Unpaid Fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
(E) Responding to Legal Process. Slice may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant or other legal order (“Legal Process”) that Slice believes is valid and may deliver or hold any funds or data as required under such Legal Process. Where permitted by law, Slice will make reasonable efforts to provide Restaurant notice of such Legal Process. Slice is not responsible for any losses, whether direct or indirect, that Restaurant may incur as a result of Slice’s response or compliance with a Legal Process.
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9. Representations and Warranties; Disclaimer.
(A) Mutual Representations and Warranties. Each party represents and warrants to the other party that: (i) it has the full right, power, and authority to enter into this Agreement, to discharge its obligations hereunder, and to grant the licenses granted hereunder, and (ii) the execution and delivery of this Agreement by it and the performance of its obligations hereunder are not in violation or breach of, and will not conflict with or constitute a default under, any contract, agreement, or commitment binding upon it, including, with respect to Restaurant, any franchise agreement.
(B) Restaurant Additional Representations and Warranties. In addition to the representations and warranties set forth above, Restaurant represents, warrants, and covenants to Slice that: (i) the prices it charges Customers through the Platform shall be the same prices (or lower) that it charges customers not using the Platform; (ii) it shall periodically update the prices on the Platform to ensure that it is in compliance with the representation set forth in subsection (i) above; (iii) it shall timely and properly process all Orders and make them available to Customers, and the timeliness, quality, and other characteristics of the Orders shall be as favorable as those extended to its other customers not using the Platform; (iv) it understands the applicable alcohol control laws and regulations in its jurisdiction, and when a Customer places an Order that includes alcohol, Restaurant shall abide by such laws and regulations, including, without limitation, checking Customer’s ID at the time of delivery to confirm that Customer is permitted to purchase and receive the alcohol; (v) the Restaurant Content (including the Restaurant Trademarks) and Slice’s exercise of any license granted hereunder, do not and will not, infringe, misappropriate, or otherwise violate the rights of any third party, including, without limitation, any intellectual property rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, moral rights, rights of attribution, or any other rights of third parties not specifically identified in this Agreement; (vi) Restaurant has acquired all third-party clearances, permissions, and licenses which are necessary in connection with Slice’s use of the Restaurant Content and/or Slice’s exercise of any license granted hereunder, and Slice shall not be obligated to pay any fees in connection therewith; (vii) Restaurant shall ensure that the tax rates provided to Slice are accurate, complete, and up-to-date and shall update and change such tax rates if the tax rates change; and (viii) Restaurant shall pay all applicable sales, use, and other such Taxes related to all Orders and the processing of such Orders for Customers (excluding any taxes imposed or based on Slice’s income). Restaurant is solely responsible for ensuring that the Restaurant Content is at all times accurate, complete, and up to date on the Platform including, without limitation, Restaurant’s menu, hours, address, pricing, and promotions. Slice is not responsible for any Restaurant Content that is incorrectly entered or out of date on the Platform.
(C) Disclaimer. EXCEPT AS EXPRESSLY SET FORTH ABOVE, SLICE EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PLATFORM, ORDER EQUIPMENT, AND SERVICES, INCLUDING WITHOUT LIMITATION IMPLIED OR EXPRESS WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SLICE DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE AVAILABLE AT ALL TIMES, OR THAT EVERY ERROR IN THE PLATFORM OR PROBLEM RAISED BY RESTAURANT WILL BE RESOLVED. THE PLATFORM, THE SERVICES, THE ORDER EQUIPMENT, AND THEIR COMPONENTS, AND ANY OTHER MATERIALS PROVIDED BY SLICE HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SLICE MAKES NO GUARANTEE REGARDING THE LEVEL OF REVENUE RESTAURANT MAY EARN THROUGH THE PLATFORM OR SERVICES. IN NO EVENT SHALL SLICE BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISES OUT OF OR IS ANY WAY CONNECTED WITH (I) ANY USE OF THE SERVICES, ORDER EQUIPMENT OR THE PLATFORM BY RESTAURANT OR ANY CUSTOMER, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE SERVICES, THE ORDER EQUIPMENT OR THE PLATFORM FOR ORDERS OR LOSS OF DATA), (III) THE PERFORMANCE OR NON-PERFORMANCE OF RESTAURANT IN CONNECTION WITH THE USE OF THE PLATFORM, ORDER EQUIPMENT OR SERVICES OR THE FULFILLMENT OF ORDERS, OR (IV) RESTAURANT’S PROVISION, CALCULATION, REPORTING OR REMISSION OF TAXES. THE PLATFORM MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. SLICE IS NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE PLATFORM.
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10. Limitation of Liability. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION, EACH PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID TO SLICE HEREUNDER DURING THE PERIOD TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO: (A) DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) A PARTY’S INDEMNIFICATION OBLIGATIONS; (C) ANY DAMAGE TO OR LOSS OF THE ORDER EQUIPMENT; OR (D) RESTAURANT’S BREACH OF SECTION 2(C) OR SECTION 5.
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11. Indemnification.
(A) By Restaurant. Restaurant will indemnify, defend and hold harmless Slice, its affiliates, and its and their respective owners, directors, members, managers, employees, contractors, officers, agents, successors and permitted assigns (each, a “Slice Indemnitee”), from and against any and all losses, liabilities, damages, fines, penalties, judgments, costs, or expenses (including, without limitation, reasonable attorney’s fees) (collectively, “Losses”) incurred by any Slice Indemnitee in connection with any third-party claim, action, or proceed (each, a “Claim”) arising out of or relating to (i) a breach by Restaurant of any of its representations and warranties under Section 9, (ii) Restaurant’s gross negligence or willful misconduct or violation of applicable law, (iii) the processing of Orders for alcoholic beverages and the purchase and/or consumption of alcoholic beverages by Customers or (iv) any Order or Product, including, without limitation, any negative symptoms experienced by Customers that are associated with the handling and/or consumption of any items in an Order.
(B) By Slice. Slice will indemnify, defend and hold harmless Restaurant and its owners, directors, members, managers, employees, contractors, officers, agents, successors and permitted assigns (each, a “Restaurant Indemnitee”), from and against any and all Losses incurred by any Restaurant Indemnitee in connection with any third-party Claim arising out of or relating to (i) the infringement or misappropriation of a third party’s U.S. intellectual property rights by the Platform, except to the extent arising from the use or combination of the Platform or any part thereof with software, hardware, data, Restaurant Content or processes not provided by Slice or modification of the Platform without Slice’s approval, or (ii) Slice’s gross negligence or willful misconduct. If, due to a claim of infringement, the Platform is held by a court of competent jurisdiction to be or are believed by Slice to be infringing, Slice may, at its option and expense (a) replace or modify the Platform to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Restaurant a license to continue using the Platform, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement (and any applicable Order Form). The obligations in this Section 11(B) constitute Restaurant’s sole and exclusive remedy, and Slice’s sole and exclusive liability for, any claim of infringement or misappropriation.
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12. Miscellaneous.
(A) Amendments and Waivers. This Agreement may be updated by Slice from time to time, with reasonable notice to Restaurant, including via transmission of such updated terms via electronic means and in connection with any Order Forms. No waiver by any party of any default, misrepresentation or covenant herein, whether intentional or not, will be deemed to extend any prior or subsequent default, misrepresentation, or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence.
(B) Relationship of the Parties. The parties hereto are independent contractors. Slice has no control over the methods and means of fulfilling the Orders and all transactions are between the Customer and Restaurant, and Slice is not a party to any such transactions. Neither party will be construed to be an employee or agent of the other party. Nothing this Agreement is to be construed to create any agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship between the parties; neither party has the authority to act as agent for, or on behalf of, the other party, or to represent or bind the other party in any manner.
(C) Succession and Assignment. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Restaurant may not assign this Agreement, or any part of this Agreement, or any of its rights, interests, duties or obligations under this Agreement, without the prior written approval of Slice.
(D) Dispute Resolution. Slice and Restaurant will attempt to settle all disputes arising under or in connection with this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. Except for claims solely for injunctive relief, as described below, any past, present, or future controversy or claim arising out of or related to this Agreement shall be brought exclusively in the Borough of Manhattan, City of New York and shall be resolved solely by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and, upon order of the arbitrator upon the request of one or more parties, in accordance with the Expedited Procedures in those Rules, and including, if applicable, the supplementary procedures for the resolution of consumer-related disputes]. Consolidated or class action arbitrations shall not be permitted and Restaurant agrees it shall not take part in any such action. No claim subject to arbitration under this Agreement may be combined with a claim subject to resolution before a court of law. The arbitrability of disputes shall be determined by the arbitrator. Judgment upon an arbitration award may be entered in any court having competent jurisdiction. If any portion of this Section is held to be unenforceable, the remainder shall continue to be enforceable.
(E) Severability. If any provision of this Agreement is held for any reason to be invalid or unenforceable the remaining provisions of this Agreement will be unimpaired and, unless a modification or replacement of the invalid or unenforceable provision is further held to deprive a party of a material benefit, in which case the Agreement will immediately terminate, the invalid or unenforceable provision will be replaced with a provision that is valid and enforceable and that comes closest to the parties’ intention underlying the invalid or unenforceable provision.
(F) Governing Law; Jurisdiction; Venue. The interpretation, validity and enforcement of this Agreement, and all legal actions brought under or in connection with the subject matter of this Agreement, shall be governed by the law of the State of New York (except that any conflicts-of-law principles of such state that would result in the application of the law of another jurisdiction shall be disregarded). Any and all legal actions other than those solely for injunctive relief shall be brought in accordance with the “Dispute Resolution” mechanisms set forth in Section 12(D). Any legal action solely for injunctive relief brought under or in connection with the subject matter of this Agreement shall be brought only in the United States District Court for the Southern District of New York or, if such court would not have jurisdiction over the matter, then only in a New York State court sitting in the Borough of Manhattan, City of New York. Each Party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of this Agreement in any other court or forum. Each Party waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of this Agreement before an Arbitrator in or in the Federal or state courts sitting in the Borough of Manhattan, City of New York, as set forth in the Dispute Resolution and Jurisdiction sections of this Agreement, and agrees not to plead or claim before such arbitrator or in such courts that any such action has been brought in an inconvenient forum.
(G) Entire Agreement. This Agreement, including the Order Forms and applicable Addenda, constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes all prior communications, negotiations, understandings, agreements or representations, either written or oral, by or among the parties regarding such subject matter.
(H) Headings; Counterparts. Section headings and captions contained in this Agreement are for convenience only and will not affect in any way the meaning or interpretation of this Agreement. This Agreement may be executed in one or more original counterparts, all of which together will constitute one agreement, and facsimile signatures will have the same effect as original signatures.
(I) Force Majeure. Except for Restaurant’s payment obligations hereunder, notwithstanding anything to the contrary in this Agreement, a party shall have no liability to the other for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its control, including, but not limited to, acts of God, terrorism, flood, natural disaster, regulation or governmental acts, pandemics, failures of telecommunications or Internet services, fire, civil disturbance, weather, in whole or in part.
Slice Service Addendum (A):
Marketplace Services
Service Description:
● Listings on slicelife.com, Slice mobile applications, third party website listings in Google Assistant, Trip Advisor, OneBite and Facebook Online order capabilities on the above listed site, applications and third party websites
● Review of online orders for accuracy and legitimacy
● Transmission of order details to Restaurants via phone, fax, email, table or other point of sale device
● Processing of order adjustments and order cancellations
● Customer loyalty marketing campaigns to support customer retention
Additional Terms and Conditions for Service:
This Addendum A is applicable only to the extent Marketplace Services have been ordered by Restaurant under the applicable Order Form.
Restaurant’s participation in order capabilities on third party websites shall at all times be subject to the applicable terms of service of each such website (the “Third Party Terms”). The Third Party Terms are deemed incorporated into and made a part of this Addendum A by reference. In the event of any inconsistency or conflict between the Third Party Terms and the terms of this Agreement, such Third Party Terms shall govern with respect to Restaurant’s use of the third party websites.
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Slice Service Addendum (B):
Listings Management Services
This Addendum is made a part of, and incorporated into, the Agreement to which it is attached. Capitalized terms used but not defined in this Addendum have the meanings given them in the Agreement. The following Service descriptions are subject to change from time to time by Slice in its sole discretion. Restaurant authorizes Slice and Slice agrees to provide the following Services:
Service Description:
• Oversight of online presence and auditing of all third party platforms and webpages containing business listings, such as Google My Business, Facebook, Tripadvisor, Yelp and Bing Places
• Management of content and links on any online business listings using Restaurant Content
Additional Terms and Conditions for Service:
In the management of content on any third party platforms and webpages, Restaurant understands that Slice does not control ratings, reviews, photos, videos, messages and other information that originates from parties other than Slice which is made available in connection with the third party platforms and webpages (“Third Party Content”). You agree that Slice is in no way be responsible or liable for such Third Party Content. Restaurant designates and appoints Slice to respond to Third Party Content on behalf of Restaurant.
This Addendum B is subject to the terms of Section 3(A) of the Terms and Conditions.
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Slice Service Addendum (C):
Web Presence Services
This Addendum is made a part of, and incorporated into, the Agreement to which it is attached. Capitalized terms used but not defined in this Addendum have the meanings given them in the Agreement. The following Service descriptions are subject to change from time to time by Slice in its sole discretion. Restaurant authorizes Slice and Slice agrees to provide the following Services:
Service Description:
• Maximizing search engine optimization
• Reputation management, search engine management, pay-per-click campaigns, content production/posts including management of deals or images on Google.
• Creation of mobile and SEO-optimized website, containing Restaurant Content and purchased by Slice (hosted by GoDaddy) (the “Restaurant Website”), including, without limitation:
o Operationally critical information including business name, address, hours, ETA for delivery, delivery zone, menu, delivery fees, discounts if applicable and contact info
o Photography either provided by Restaurant or commissioned by Slice through a third party contracted photographer and uploading of those images
o Code snippet for a button and link to the orderable menu hosted by Slice, available for Restaurant’s use on Restaurant’s existing website (if any)
o Credit card payment processing capability via third parties (such as Stripe or Paypal)
Additional Terms and Conditions for Service:
a. Slice and/or its third-party service providers shall purchase the domain(s) for the Restaurant Website and design and develop the Restaurant Website using the tools, templates, and methodologies of Slice and its third-party service providers. For clarity, Restaurant acknowledges and agrees that Slice’s right and license to Restaurant Content, including Restaurant Trademarks, may be (or may have been, for users who were using this Service prior to the Effective Date) used in connection with Slice’s purchase of domain(s) for the Restaurant Website.
b. Upon termination of this Agreement, (i) Slice and its hosting providers shall no longer host the Restaurant Website; and (ii) Restaurant shall cease all use of the Restaurant Website, although Restaurant may continue to use any Restaurant Content.
c. This Addendum C is subject to Section 5(A) of the Terms and Conditions.
THE RESTAURANT WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE, AND SLICE AND ITS THIRD-PARTY SUPPLIERS, LICENSORS, AND SERVICE PROVIDERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER SLICE NOR ITS THIRD-PARTY SUPPLIERS, LICENSORS, OR SERVICE PROVIDERS MAKE ANY WARRANTY THAT THE RESTAURANT WEBSITE WILL BE ERROR FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED.
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Slice Service Addendum (D):
Phone Management Services
This Addendum is made a part of, and incorporated into, the Agreement to which it is attached. Capitalized terms used but not defined in this Addendum have the meanings given them in the Agreement. The following Service descriptions are subject to change from time to time by Slice in its sole discretion. Restaurant authorizes Slice and Slice agrees to provide the following Services:
Service Description: Slice will provide a managed phone number for Restaurant, including:
• Unique phone number purchased by Slice on Restaurant’s behalf, used on online menu webpages for processing of phone orders, for which Restaurant will be responsible for a fee, and recording calls for operational purposes, including customer service
Additional Terms and Conditions for Service:
Restaurant understands that phone carriers may charge for certain communications, such as SMS messages or phone calls, and Slice is not responsible for any such charges. As between the parties, Restaurant shall be the owner of the phone number.
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Slice Service Addendum (E):
Shop Management Services
This Addendum is made a part of, and incorporated into, the Agreement to which it is attached. Capitalized terms used but not defined in this Addendum have the meanings given them in the Agreement. The following Service descriptions are subject to change from time to time by Slice in its sole discretion. Restaurant authorizes Slice and Slice agrees to provide the following Services:
Service Description: Slice provides Restaurant with web and mobile access to our administrative dashboard, with tools including:
• The ability to open or close Restaurant’s online ordering capabilities
• The ability to adjust Restaurant’s standard schedule / hours for accepting online orders
• Real time order data being processed on Slice including Customer name, Grand Total, and line item details
• Reporting on financials and operational metrics including shop payout statements, total earnings by timeframe, average order volume and average confirmation time
• The ability to playback and listen to any phone orders received and recorded by Slice
• Customer feedback as received by Slice through its marketplace channels
• The ability to view Restaurant’s menu
• Slice account support via phone, text, SMS and chat for digital ordering capabilities
Additional Terms and Conditions for Service:
For purposes of the Agreement, the administrative dashboard shall be deemed a part of the Platform, and all access and usage rights and restrictions set forth in the Agreement with respect to the Platform shall apply to the administrative dashboard.
Restaurant shall keep all Restaurant Content current and accurate by making updates on the dashboard as frequently as needed.
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Slice Service Addendum (F):
Volume Discounts
This Addendum is made a part of, and incorporated into, the Agreement to which it is attached. Capitalized terms used but not defined in this Addendum have the meanings given them in the Agreement. The following Service descriptions are subject to change from time to time by Slice in its sole discretion. Restaurant authorizes Slice and Slice agrees to provide the following Services:
Service Description: Slice will provide Restaurant its volume discount pricing for pizza boxes, branded paper/plastic bags, cups, box liners, pizza bags, car toppers available at https://shop.slicelife.com.
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Slice Service Addendum (G):
Consulting Services
Consulting Services
This Addendum is made a part of, and incorporated into, the Agreement to which it is attached. Capitalized terms used but not defined in this Addendum have the meanings given them in the Agreement. The following Service descriptions are subject to change from time to time by Slice in its sole discretion. Restaurant authorizes Slice and Slice agrees to provide the following Services:
Service Description: Slice will provide consultation to Restaurant on branding and social media management, as requested and set forth in a separate writing signed by the parties.
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Slice Service Addendum (H): Integrated Delivery Services
If Restaurant has opted into Slice’s third-party integrated delivery services, then the Third-Party Delivery Provider’s terms and conditions of service are and shall be hereby incorporated into and made a part of this Agreement (the “Incorporated Terms”), and Restaurant’s use of the integrated delivery services shall at all times be subject to the Incorporated Terms. The Incorporated Terms may be modified from time to time by the applicable Third-Party Delivery Provider without notice to Restaurant.
Slice may periodically add new Third-Party Delivery Providers to its network, and Slice reserves the right to update this Addendum H from time to time, with or without notice to Restaurant. Restaurant shall have the right to opt in each time a new Third-Party Delivery Provider is added, and the applicable terms and conditions of use shall become Incorporated Terms herein. Restaurant acknowledges and agrees that by opting in to the integrated delivery option, all transactions through such option shall be facilitated by Slice but shall ultimately be made directly between Restaurant and the Third-Party Delivery Provider, and Slice shall not be a party to such transactions. Accordingly, Slice shall have no liability to any party in connection with any transactions between Restaurant and the Third-Party Delivery Provider.
DoorDash
Slice currently uses DoorDash as its Third-Party Delivery Provider. A link to the DoorDash Incorporated Terms are found here: https://help.doordash.com/merchants/s/terms-of-service-us?language=en_US. With respect to the DoorDash Incorporated Terms, only those terms governing the Door Dash Drive services shall be applicable; the DoorDash Marketplace terms shall not be applicable to Restaurant. DoorDash’s terms and conditions may be updated by DoorDash from time to time without notice to Restaurant.
In addition to the DoorDash Incorporated Terms, if Restaurant desires to use the DoorDash integrated delivery services with respect to the sale of alcoholic beverages, Restaurant shall be required to sign an additional agreement directly with DoorDash in the form provided by Slice.
Addendum (I)
Project By Slice Services
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Nonwithstanding anything to the contrary in the Terms and Conditions above, the following terms and conditions will apply to the Project By Slice Services. This Addendum is made a part of, and incorporated into, the Agreement to which it is attached. Capitalized terms used but not defined in this Addendum have the meanings given them in the Agreement. The following Service descriptions are subject to change from time to time by Slice in its sole discretion. To the extent Restaurant has ordered Project By Slice Services as set forth in the Order Form, Restaurant authorizes Slice and Slice agrees to provide the following Services:
Slice commits to providing Partner:
• VIP account management team
• Creative services for logo, t-shirts, pizza boxes, website, storefront, and shop interior design
• Access to preferential pricing on custom supplies Early access to Slice products pilots
• Monthly business insights
• Preferred positioning on Slice digital platforms
• Timely responses to Restaurant communications and requests (Slack, e-mail, call, or text message)
• Menu structure and pricing recommendations
Partner commits to providing Slice:
• Point of contact with ability to make decisions on behalf of Restaurant
• Monthly reporting of shop revenues and profits at granular level; revenue by channel (walk-in, phone, Slice, store site, other digital) if possible
• Commitment to remain on the Slice platform, adopt recommended Slice products, and provide quality feedback
• Commitment to use Slice data and designs in marketing materials
• Commitment to participating in Slice marketing programs, including:
o Social media marketing (e.g., Instagram)
o Purchasing and using co-branded materials (e.g., pizza boxes, bags)
• Timely responses to Slice communications and requests (Slack, e-mail, call, or text message)
Key processes:
• Invoicing: Slice may make purchases on behalf of Restaurant. Before doing so, Slice must share order and pricing details in writing and receive written confirmation from Restaurant (Slack, email, or text message may suffice). Restaurant may elect to receive an invoice from Slice or have Slice debit the amount owed from Restaurant Slice sales.
• Communication: Slice will optionally provide Restaurant access to Slack software for near real-time communication.
Addendum (J)
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Slice Digital Marketing Product
Notwithstanding anything to the contrary in the Terms and Conditions above, the following terms and conditions will apply to the Slice Digital Marketing Product Services. This Addendum is made a part of, and incorporated into, the Agreement to which it is attached. Capitalized terms used but not defined in this Addendum have the meanings given them in the Agreement. The following Service descriptions are subject to change from time to time by Slice in its sole discretion. To the extent Restaurant has ordered Slice Digital Marketing Product Services as set forth in the Order Form, Restaurant authorizes Slice and Slice agrees to provide the following Services:
Services Description: Slice will provide three (3) months of paid social media support, including Facebook and Instagram, along with Google Search support. Slice will provide a minimum of 20,000 impressions across paid social media and search marketing. After the three (3) month initial period ends, the subscription will not automatically renew, and Restaurant must choose to renew these services.
Additional Terms and Conditions for Service:
Ownership of Work Product: Subject to Slice’s rights in the Slice IP (which, for the avoidance of doubt, includes Slice’s design templates), all content developed by Slice exclusively for Restaurant as a result of the design services provided under this Agreement (the “Content”) shall be owned by Restaurant as “works made for hire,” and to the extent that Restaurant does not own such Content as a matter of law, Slice hereby assigns to Restaurant all of its right, title and interest in and to such Content. To the extent any Slice IP, including any design templates, is incorporated into any Content, Slice hereby grants Restaurant a perpetual, worldwide, irrevocable, fully-paid, non-exclusive, non-transferable, royalty-free right and license to use all such Slice IP solely as incorporated into such Content. For the avoidance of doubt, the foregoing license does not in any fashion extend to, permit, or otherwise enable or authorize Restaurant and/or any third party to use such Slice IP separate and apart from the Content in which it is embedded.
Co-Branding; Trademark License: During the term of this Agreement, Slice grants to Restaurant limited, non-exclusive license to use Slice’s logo and name (the “Slice Marks”) solely in connection with co-branded marketing materials or supplies provided to Restaurant under this Agreement. All goodwill generated from Restaurant’s use of the Slice Marks as set forth herein shall inure to the benefit of Slice.
Third-Party Suppliers: Through the Program, Restaurant shall have the ability to purchase supplies and materials (the “Supplies”) through third party suppliers with whom Slice has a relationship (“Third Party Suppliers”). Restaurant acknowledges and agrees that all Supplies are manufactured and sold by Third Party Suppliers and not by Slice, and that Slice will not be responsible for or have any obligations or liability with respect to any Supplies or any transactions between Restaurant and any Third Party Supplier. Slice shall not be a party to any such transaction.
Restaurant has the option of either (1) paying Third Party Suppliers directly for the Supplies, or (2) having Slice purchase Supplies on behalf of Restaurant.
In the event that Restaurant utilizes option (2) above, then (i) Slice must share order and pricing details with Restaurant in writing and receive written confirmation from Restaurant (Slack, email or text message may suffice) before placing an order for Supplies with the applicable Third Party Supplier; and (ii) Restaurant may elect to either receive an invoice from Slice for the fees paid for such Supplies, or have Slice debit the amount owed by Restaurant to Slice from Restaurant’s sales account balance with Slice.