Technology Services Agreement

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TECHNOLOGY SERVICES AGREEMENT
This Technology Services Agreement (“Agreement”) constitutes a legal agreement between you, an individual (“you”) and SareFood.Com, LLC(“Company”).
Company, through its SareFood Services (as defined below),provides a means for independent food preparersto identify potential customers. The SareFood Services enable an authorized food preparer to seek, receive and fulfill requests for food services from an authorized user of SareFood’s mobile applications and web-based applications. You desire to enter into this Agreement for the purpose of accessing and using the Sarefood Services.

You acknowledge and agree that Company is a technology services provider that does not prepare Food for use or sale, nor does Company operate any Food Establishments.
In order to use the SareFood Services, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and Company shall be bound by the terms and conditions set forth herein.

IMPORTANT: PLEASE NOTE THAT TO USE THE SAREFOOD SERVICES, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW. BY VIRTUE OF YOUR ELECTRONIC EXECUTION OF THIS AGREEMENT, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION.

Definitions
1. “Food” means raw, cooked, or processed edible substances, ice, beverages, or ingredients used or intended for use or for sale in whole or in part for human consumption, or chewing gum.
2. “Food Laws” means all federal, state, and local laws regulating the preparation, service, sale, and consumption ofFood.
3. “Food Establishment” means a place where you prepare Food that: (a) meets the requirements of then-current Food Laws and Company requirements; and (b) Company authorizes for your use for the purpose of providing Food Preparation Services.
4. “Food Preparer” means a natural person authorized by the Company to utilize the SareFood Services to provide Food Preparation Services to Users.
5. “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity.
6. “City Addendum” means an addendum or supplemental information to this Agreement setting forth additional Territory-specific terms, as made available and as updated by Company from time to time.
7. “Company Data” means all data related to the access and use of the SareFood Services hereunder, including all data related to Users (including User Information), all data related to the provision of Food Preparation Services via the SareFood Services and the Food Preparer App, and the Food Preparer ID.
8. “Food Preparer App” means the mobile application, websites and/or web-based applications provided by Company that enables Food Preparers to access the SareFood Services for the purpose of seeking, receiving and fulfilling requests for Food Preparation Services by Users, as may be updated or modified from time to time.
9. “Food Preparer ID” means the identification and password key assigned by Company to you that enables you to use and access the Food Preparer App.
10. “Price” has the meaning set forth in Section 4.1.
11. “Service Fee” has the meaning set forth in Section 4.3.
12. “Territory” means the city or metro areas in the United States in which you are enabled by the Food Preparer App to receive requests for Food Preparation Services.
13. “Food Preparation Services” means your provision of a SareFood Mealto Users via the SareFood Services in the Territory compliant with all applicable Food Laws and this Agreement.
14. “SareFood Services” mean Company’scustomer identification and related services that enable authorized Food Preparers to advertise Food Preparation Services, seek, receive and fulfill requests for Food Preparation Services by Users; such SareFood Services include access to the Food Preparer App and Company’ssoftware, websites, payment services as described in Section 4 below, and related support services systems, as may be updated or modified from time to time.
15. “SareFood Meal” meansfresh Food compliant with all applicable Food Laws, and to the extent preparation is required, the Food Preparer who receives the request for Food Preparation Services completes such preparation only after receiving a request for Food Preparation Services using fresh Food ingredients.
16. “User” means an end user authorized by Companyto use the Companymobile application and web-based services for the purpose of obtaining Food Preparation Services offered by Food Preparers.
17. “User Information” means information about a User made available to you in connection with such User’s request for and use of Food Preparation Services, which may include the User’s name, location, contact information and photo.
18. “Your Device” means a mobile device owned or controlled by you that meets the then-current Company specifications for mobile devices as set forth atwww.sarefood.comon which the Food Preparer App has been installed as authorized by Company solely for the purpose of providing Food Preparation Services.
Use of the SareFood Services.
1. Preparer IDs. Company will issue you a Food Preparer ID to enable you to access and use the Food Preparer App on Your Device in accordance with this Agreement. Company reserves the right to deactivate your Food Preparer ID if you have not fulfilled a request for FoodPreparation Services using the Food Preparer App at least once a month. You agree that you will maintain your Food Preparer ID in confidence and not share your Food Preparer ID with any third party. You will immediately notify Company of any actual or suspected breach or improper use or disclosure of your Food Preparer ID or the Food Preparer App.
2. Provision of Food Preparation Services.
  1. A Food Preparer must utilize the Sarefood Services to particularly describe the SareFood Meal(s) to be offered to Users and must comply with the processes for delivering SareFood Meals to Users as described in the Chef Guidelines issued by Company from time to time. You acknowledge and agree that any written description or photo that you present to Users through the SareFood Services is your own property and is an accurate representation of the SareFood Meal actually provided to Users.
  2. You acknowledge and agree that once a User has submitted a request for Food Preparation Services, Company’s mobile application or web-basedapplications may provide certain information about you to the User, including your first name, contact information, photo and location, and information about your Food Establishment. You shall not contact any Users or use any User’s personal data for any reason other than for the purposes of fulfilling Food Preparation Services. As between Company and you, you acknowledge and agree that: (a) you shall be solely responsible for fulfillingthe Food Preparation Services advertised by you in compliance with all Food Lawsand this Agreement; and (b) except for the SareFood Services you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform Food Preparation Services.
3. Your Relationship with Users. You acknowledge and agree that your provision of Food Preparation Services to Users creates a direct business relationship between you and the User. Company is not responsible or liable for the actions or inactions of a User in relation to you, your activities or your Food Establishment. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of Food Preparation Services. You acknowledge andagree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable Food Laws including general liability insurance) regarding any acts or omissions of a User or third party. You acknowledge and agree that Company may release your contact and/or insurance information to a User upon such User’s reasonable request. You acknowledge and agree that you shall provide exactly the Food Preparation Services that you have advertised on the Food Preparer App in a manner that complies with all applicable Food Laws.
4. Your Relationship with Company. You acknowledge and agree that Company’s provision to you of the Food Preparer App and the SareFood Services creates a direct business relationship between Company and you. Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Food Preparation Services, your acts or omissions, or your operation and maintenance of your Food Establishment. You retain the sole right to determine when, at what Food Establishment, and for how long you will utilize the Food Preparer App or the SareFood Services. You retain the option, via the Food Preparer App to offer to UsersFood Preparation Services and to cancel an accepted request for Food Preparation Services via the Food Preparer App. Your cancellation of an accepted request for Food Preparation Services shall be subject to Section 4.4.2 below.With the exception of any signage required by local law or permit/license requirements, Company shall have no right to require you to: (a) display Company’s or any of its Affiliates’ names, logos or colors at your Food Establishment; or (b) wear a uniform or any other clothing displaying Company’s or any of its Affiliates’ names, logos or colors. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. For the sake of clarity, you understand that you retain the complete right to; (i) use other software application services in addition to the SareFood Services; and (ii) engage in any other occupation or business. Company retains the right to deactivate or otherwise restrict you from accessing or using the Food Preparer App or the SareFood Services in the event of a violation or alleged violation of this Agreement, your disparagement of Company or any of its Affiliates, your act or omission that causes harm to Company’s or its Affiliates’ brand, reputation or business as determined by Company in its sole discretion.
5. Ratings.
  1. You acknowledge and agree that: (a) after receiving Food Preparation Services, a User will be prompted by Company’s mobile application or web-based applicationsto provide a rating of you and such Food Preparation Services and, optionally, to provide comments or feedback about you and such Food Preparation Services; and (b) after providing Food Preparation Services, you will be prompted by the Food Preparer App to provide a rating of the User and, optionally, to provide comments or feedback about the User. You shall provide your ratings and feedback in good faith.
  2. You acknowledge that Company desires that Users have access to high-quality services via Company’s mobile application and web-based applications. In order to continue to receive access to the Food Preparer App and the SareFood Services, you must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Company for your Territory, as may be updated from time to time in the Community Guidelines by Company in its sole discretion (“Minimum Average Rating”). Your average rating is intended to reflect Users’ satisfaction with yourFood Preparation Services rather than your compliance with any of Company’s policies or recommendations. In the event your average rating falls below the Minimum Average Rating, Company will notify you and may provide you, in Company’s discretion, a limited period of time to raise your average rating above the Minimum Average Rating. If you do not increase your average rating above the Minimum Average Rating within the time period allowed (if any), Company reserves the right to deactivate your access to the Food Preparer App and the SareFood Services. Additionally, you acknowledge that your repeated failure to accept User requests for Food Preparation Services while you are logged in to the Food Preparer App creates a negative experience for Users of Company’s mobile application and web-based applications. If you do not wish to accept User requests for Food Preparation Services for a period of time, you agree that you will log off of the Food Preparer App.
  3. Company and its Affiliates reserve the right to use, share and display your User ratings and comments in any manner in connection with the business of Company and its Affiliates without attribution to you or your approval. You acknowledge and agree that Company and its Affiliates are distributors (without any obligation to verify) and not publishers of your User ratings and comments, provided that Company and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Company’s or its Affiliates’ content policies.
6. Your Device.Company encourages you to use Your Device in providing Food Preparation Services. In using Your Devices: (i) you are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan; and (ii) Company shall make available the Food Preparer App for installation on Your Device. Company hereby grants you a personal, non-exclusive, non-transferable license to install and use the Food Preparer App on Your Device solely for the purpose of providing Food Preparation Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the Food Preparer App (or any data associated therewith) with any third party. The foregoing license grant shall immediately terminate and you will delete and fully remove the Food Preparer App from Your Device in the event that you cease to provide Food Preparation Services using Your Device. You agree that: (i) use of the Food Preparer App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your ownexpense; and (ii) use of the Food Preparer App on Your Device as an interface with the SareFood Services may consume very large amounts of data through the data plan. COMPANY ADVISES THAT YOUR DEVICE SHOULD ONLY BE USED UNDER A DATA PLAN WITH UNLIMITED OR VERY HIGH DATA USAGE LIMITS, AND COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.
7. Location Based Services. You acknowledge and agree that your geo-location information must be provided to the SareFood Services via Your Device in order to provide Food Preparation Services. You acknowledge and agree that: (a) your geo-location information may be obtained by the SareFood Services while the Food Preparer App is running; and (b) the location of your Food Establishment will be displayed to the User before and during the provision of Food Preparation Services to such User. In addition, Company and its Affiliates may monitor, track and share with third parties Food Preparer’s geo-location information obtained by the Food Preparer App and Your Device for safety and security purposes.
You and Your Food Establishment.
1. Your Requirements. You acknowledge and agree that at all times, you shall: (a) hold and maintain all licenses, permits, approvals and authority applicable to you that are necessary to provide Food PreparationServices to third parties in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide Food Preparation Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. You acknowledge and agree that you may be subject to certain background checks from time to time in order to qualify to provide, and remain eligible to provide, Food Preparation Services. You acknowledge and agree that Company reserves the right, at any time in Company’s sole discretion, to deactivate or otherwise restrict you from accessing or using the Food Preparer App or the SareFood Services if you fail to meet the requirements set forth in this Agreement.
2. Food Establishment Requirements. You acknowledge and agree that theFood Establishmentthat you own , lease, or rent for the purposes of providing Food Preparation Services shall at all times be: (a) operated in compliance with applicable Food Laws; (b) properly registered and licensed to operate as a Food Establishment in the Territory; (c) owned, leased, or rented by you, or otherwise in your lawful possession at the time you advertise your Food Preparation Services; (d) suitable for performing the Food PreparationServices contemplated by this Agreement; and (e) maintained in good operating condition, consistent with industry safety and maintenance standards for a Food Establishment of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition.
3. Documentation. To ensure your compliance with all requirements in Sections 3.1 and 3.2 above, you must provide Company with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to your provision of any Food Preparation Services and anything else that may be reasonably required. Thereafter, you must submit to Company written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. Company shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Company reserves the right to independently verify your documentation from time to time in any way Company deems appropriate in its reasonable discretion.
Financial Terms.
1. Price Calculation and Your Payment. You are entitled to charge a price for each instance of completed Food Preparation Services provided to a User (“Price”), where such Price is calculated by you in your sole discretion (“Price Calculation”). You acknowledge and agree that the Price provided under the Price Calculation is the only payment you will receive in connection with the provision of Food Preparation Services, and that neither the Price nor the Price Calculation includes any gratuity. You are also entitled to charge User for any taxes or fees (other than the Service Fee as defined below) incurred during the provision of Food Preparation Services, if applicable. You: (i) appoint Company as your limited payment collection agent solely for the purpose of accepting the Price and Service Fee, and, depending on the region and/or if requested by you, applicable taxes and fees from the User on your behalf via the payment processing functionality facilitated by the SareFood Services; and (ii) agree that payment made by User to Company (or to an Affiliate of Company acting as an agent of Company) shall be considered the same as payment made directly by User to you. If you have separately agreed that other amounts may be deducted from the Price prior to remittance to you (e.g., lease payments, mobile device usage charges, etc.), the order of any such deductions from the Price shall be determined exclusively by Company (as between you and Company).
2. Price Adjustment. Company reserves the right to: (i) adjust the Price for a particular instance of Food Preparation Services (e.g., you failed to deliver the Food Preparation Services as advertised, you failed to deliver the Food Preparation Services at the agreed upon time, technical error in the SareFood Services, etc.); or (ii) cancel the Price for a particular instance of Food Preparation Services (e.g., User is charged for Food Preparation Services that were not provided, in the event of a User complaint, fraud, etc.). Company’s decision to reduce or cancel the Price in any such manner shall be exercised in a reasonable manner.
3. Service Fee. In consideration of Company’s provision of the Food Preparer App and the SareFood Services for your use and benefit hereunder, you agree that the Company, in its sole discretion,may attach to the Price a service fee on a per Food Preparation Services transaction basis calculated as a percentage of the Price not to exceed 40%, as provided to you via email or otherwise made available electronically by Company from time to time for the applicable Territory (“Service Fee”). In the event regulations applicable to your Territory require taxes to be calculated on the Price, Company shall calculate the Service Fee based on the Price net of such taxes. Company reserves the right to change the Service Fee at any time in Company’s discretionbased upon local market factors, and Company will provide you with notice in the event of such change. Continued use of the SareFood Services after any such change in the Service Fee calculation shall constitute your consent to such change.
4. Cancellation Charges.
  1. You acknowledge and agree that Users may elect to cancel requests for Food Preparation Services that have been accepted by you via the Food Preparer App up to 1 hour prior to the agreed upon pick-up time. In the event that a User cancels an accepted request for Food Preparation Services, Company may charge the User a cancellation fee on your behalf. If charged, this cancellation fee shall be deemed the Price for the cancelled Food Preparation Services for the purpose of remittance to you hereunder (“Cancellation Fee”). The parties acknowledge and agree that as between you and Company, this Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee is to act as the default amount in the event you do not negotiate a different amount. You shall always have the right to: (i) charge a cancellation fee that is less than the Cancellation Fee; or (ii) negotiate, at your request, a cancellation fee that is lower than the Cancellation Fee (each of (i) and (ii) herein, a “Negotiated Cancellation Fee”). If charged, the Cancellation Fee (regardless of any Negotiated Cancellation Fee) shall be deemed the Price for the cancelled Food Preparation Services for the purpose of remittance to you hereunder.
  2. You acknowledge and agree that you will notify Company in a timely manner via the Food Preparer App if you need to cancel Food Preparation Services that you have previously accepted. Company may attempt to fulfill the request with another Food Preparer. If the request for Food Preparation Services is not fulfilled, Company, in its sole discretion, maycharge you a fee (“Food Preparer Cancellation Fee”). Additionally, Company retains the right to deactivate or otherwise restrict you from accessing or using the Food Preparer App or the SareFood Services for any such cancellation.
5. Receipts. As part of the SareFood Services, Company provides you a system for the delivery of receipts to Users for Food Preparation Services rendered. Upon your completion of Food Preparation Services for a User, Company prepares an applicable receipt and issues such receipt to the User via email on your behalf. Such receipts are also provided to you via email or the online portal available to you through the SareFood Services. Receipts include the breakdown of amounts charged to the User for Food Preparation Services and may include specific information about you, including your name, contact information and photo, as well as a description of the Food you prepared. Any corrections to a User’s receipt for Food Preparation Services must be submitted to Company in writing within three (3) business days after the completion of such Food Preparation Services. Absent such a notice, Company shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Price.
6. No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Company and its Affiliates may seek to attract new Users to Company and to increase existing Users’ use of Company’s mobile application and web-based applications. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.
7. Taxes. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Food Preparation Services as required by applicable law; and (b) provide Company with all relevant tax information. You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of Food Preparation Services. Notwithstanding anything to the contrary in this Agreement, Company may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Food Preparation Services and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this Section 4.7 directly to the applicable governmental tax authorities on your behalf or otherwise.
Proprietary Rights; License.
1. License Grant. Subject to the terms and conditions of this Agreement, Company hereby grants you a non-exclusive, non-transferable, non-sublicensable and non-assignable license, during the term of this Agreement, to use the SareFood Services (including the Food Preparer App on Your Device) solely for the purpose of providing Food Preparation Services to Users and tracking resulting Prices and Fees. All rights not expressly granted to you are reserved by Company, its Affiliates and their respective licensors.
2. Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the SareFood Services or Food Preparer App in any way; (b) modify or make derivative works based upon the SareFood Services, Food Preparer App or Company’s or its Affiliates’ other mobile applications, websites or web-based applications (collectively, the “Technology”); (c) improperly use the SareFood Services or Food Preparer App, including creating Internet “links” to any part of the SareFood Services or Food Preparer App, “framing” or “mirroring” any part of the SareFood Services or Food Preparer App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the SareFood Services or Food Preparer App; (d) reverse engineer, decompile, modify, or disassemble the SareFood Services or Food Preparer App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the SareFood Services or Food Preparer App to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Technology applications an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Technology or (iv) attempt to gain unauthorized access to the SareFood Services or its related systems or networks.
3. Ownership. The SareFood Services, Food Preparer App and Company Data, including all intellectual property rights therein, are and shall remain (as between you and Company) the property of Company, its Affiliates or their respective licensors. Neither this Agreement nor your use of the SareFood Services, Food Preparer App or Company Data conveys or grants to you any rights in or related to the SareFood Services, Food Preparer App or Company Data, except for the limited license granted above. Other than as specifically permitted by the Company in connection with the SareFood Services, you are not permitted to use or reference in any manner Company’s, its Affiliates’, or their respective licensors’ company names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the "SAREFOOD Marks and Names") for any commercial purposes. You agree that you will not try to register or otherwise use and/or claim ownership in any of the SAREFOOD Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.
Confidentiality.
1. Confidential Information. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential and/or proprietary information of the other party ("Confidential Information"). Confidential Information includes Company Data, Food Preparer IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.Company hereby designates User Information relating to each User’s name and any contact information as Confidential Information.
2. Use and Disclosure.Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use, reproduce, duplicate or retain in any form Confidential Information of the other party for any purpose except as expressly set forth in this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; (d)it shall return or destroy all Confidential Information and copies thereofreceived from the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Company, its internal record-keeping requirements).
3. Exclusions. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
4. Prohibitions. During the term of this Agreement and for a one-year period after termination of this Agreement you shall not use any Confidential Information, including but not limited to User Information, directly or indirectly, to contact, solicit, induce, appropriate, call on, take away from Company, or attempt to contact, solicit, induce, appropriate, call on, or take away from Company any User or other customer of Company of whom you have provided Food and/or Food Preparation Services to or with whom you became acquainted during the term of this Agreement, as the direct or indirect result of your use of the SareFood Services.
5. Non-Solicitation. You acknowledge and agree that during the term of this Agreement and for a one-year period after the termination of this Agreement you will not (a) induce or attempt to induce any employee or independent contractor of the Company to terminate or breach an employment, contractual or other such relationship with the Company; (b) induce or attempt to induce any employee or independent contractor of the Companyon behalf of any other business enterprise; (c) induce or attempt to induce any customer, client, potential customer or client, or supplier or vendor, not to transact business with Company or to transact business with any business in competition with Company at any time during the term of this Agreement.
Privacy.
1. Disclosure of Your Information. Subject to applicable law, Company and its Affiliates may, but shall not be required to, provide to you, a User, an insurance company and/or relevant authorities and/or regulatory agencies any information (including personal information (e.g., information obtained about you through any background check) and any Company Data) about you or any Food Preparation Services provided hereunder if: (a) there is a complaint, dispute or conflict between you and a User; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in Company’s or any Affiliate’s sole discretion, by applicable law or regulatory requirements (e.g., Company or its Affiliates receive a subpoena, warrant, or other legal process for information); (d) it is necessary, in Company’s or any Affiliate’s sole discretion, to (1) protect the safety, rights, property or security of Company or its Affiliates, the SareFood Services or any third party; (2) to protect the safety of the public for any reason including the facilitation of insurance claims related to the SareFood Services; (3) to detect, prevent or otherwise address fraud, security or technical issues; (4) to prevent or stop activity which Company or any of its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity); or (e) it is required or necessary, in Company’s or any Affiliate’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the SareFood Services. You understand that Company may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.
2. Collection of Your Information.Company and its Affiliates may collect your personal data for, and use of, the SareFood Services, or may obtain information about you from third parties. Such information may be stored, processed, transferred, and accessed by Company and its Affiliates, third parties, and service providers for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Company’s and its Affiliates’ legitimate business needs. You expressly consent to such use of personal data.
Insurance
1. You agree to maintain during the term of this Agreement general liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy the minimum requirements as set forth by Company, but in no event less thanthe minimum requirements to operate a Food Establishment within the Territory. You agree to name the Company as an additional insured and, upon request, to provide Company and its Affiliates a copy of the insurance policy, policy declarations, proof of insurance and proof of premium payment for the insurance policy required in this Section 8.1. Furthermore, you must provide Company with written notice of cancellation of any insurance policy required by Company. Company shall have no right to control your selection or maintenance of your policy. You must be a named insured on the insurance policy required in this Section 8.1 at all times.
2. You agree to maintain during the term of this Agreement workers’ compensation insurance as required by all applicable laws in the Territory. If permitted by applicable law, you may choose to insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Furthermore, if permitted by applicable law, you may choose not to insure yourself against industrial injuries at all, but do so at your own risk.
3. You understand and acknowledge that your general liability insurance policy may not afford coverage for all of the Food Preparation Services you provide pursuant to this Agreement. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility, not that of Company, to resolve them with your insurer(s).
4. Company may maintain during the term of this Agreement insurance related to your provision of Food Preparation Services as determined by Company in its reasonable discretion provided that Company and its Affiliates are not required to provide you with any specific insurance coverage for any loss to you or your Food Establishment. You are required to promptly notify Company of any accidents that occur while providing Food Preparation Services and to cooperate and provide all necessary information related thereto.
Representations and Warranties; Disclaimers
1. By You. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws (including but not limited to Food Laws) in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide (i) Food Preparation Services using the Food Establishments pursuant to this Agreement, and (ii) Food Preparation Services to third parties in the Territory generally.
2. Disclaimer of Warranties. COMPANY AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE SAREFOOD SERVICES AND FOOD PREPARER APP ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE SAREFOOD SERVICES ORFOOD PREPARER APP: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR FOOD PREPARATIONSERVICES. COMPANY AND ITS AFFILIATES FUNCTION AS A LEAD GENERATION AND RELATED SERVICE ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE USERS WHO MAY REQUEST OR RECEIVE FOOD PREPARATION SERVICES FROM YOU, AND COMPANY AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE USERS. BY USING THE SAREFOOD SERVICES AND FOOD PREPARER APP, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE SAREFOOD SERVICES OR FOOD PREPARER APP.NOTWITHSTANDING COMPANY’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM USERS ON YOUR BEHALF AS SET FORTH IN SECTION 4 ABOVE, COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY USER OR OTHER THIRD PARTY.
3. No Service Guarantee. COMPANY AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE SAREFOOD SERVICES OR FOOD PREPARER APP. YOU ACKNOWLEDGE AND AGREE THAT THE SAREFOOD SERVICES OR FOOD PREPARER APP MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE SAREFOOD SERVICES OR FOOD PREPARER APP MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.
Indemnification. You shall indemnify, defend (at Company’s option) and hold harmless Company and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Food Preparation Services or use of the SareFood Services. This indemnification provision shall not apply to your breach of any representations regarding your status as an independent contractor.
Limits of Liability. COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. EXCEPT FOR COMPANY’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 4 ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF COMPANY OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO COMPANY HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIMZ
Term and Termination
1. Term. This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.
2. Termination. Either party may terminate this Agreement: (a) without cause at any time upon thirty (30) days prior written notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Company may terminate this Agreement or deactivate your Food Preparer ID immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Company and its Affiliates, to provide Food Preparation Services or to operate a Food Establishment, or as otherwise set forth in this Agreement.
3. Effect of Termination. Upon termination of the Agreement, you shall immediately delete and fully remove the Food Preparer App from any of Your Devices. Outstanding payment obligations and Sections1, 2.3, 2.4, 2.5.3, 4.7, 5, 6, 7, 9, 10, 11, 12, 13 and 14 and shall survive the termination of this Agreement.
Relationship of the Parties
1. Except as otherwise expressly provided herein with respect to Company acting as the limited payment collection agent solely for the purpose of collecting payment from Users on your behalf, the relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between Company and you; and (b) no joint venture, partnership, or agency relationship exists between Company and you.
2. You have no authority to bind Company or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of Company or its Affiliates. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of Company, you undertake and agree to indemnify, defend (at Company’s option) and hold Company and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.
Miscellaneous Terms
1. Modification. In the event Company modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Company reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the SareFood Services, or downloading, installing or using the Food Preparer App, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Price Calculations. Continued use of the SareFood Services or Food Preparer App after any such changes shall constitute your consent to such changes. Unless changes are made to the arbitration provisions herein, you acknowledge and agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration.
2. Supplemental Terms. Supplemental terms may apply to your use of the SareFood Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.
3. Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
4. Assignment. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an Affiliate; or (b) to an acquirer of all or substantially all of Company’s business, equity or assets.
5. Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
6. No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
7. Notices. Any notice delivered by Company to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the SareFood Services. Any notice delivered by you to Company under this Agreement will be delivered by contacting Company at sharma@sarefood.com or though http://www.sarefood.com/contact/.
8. Governing Law; Venue; Attorneys’ Fees. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Missouri, without respect to principles regarding conflicts of law, and shall, subject to the assignment restrictions in Section 14.4, benefit and be binding upon the parties hereto and their respective successors and assigns. Each party irrevocably consents to the exclusive jurisdiction of the Circuit Court of St. Louis County, Missouri (or, for actions with exclusive federal jurisdiction, the United States District Court for the Eastern District of Missouri) for any dispute arising from or relating to this Agreement. In the event of such a dispute, the prevailing party shall be entitled to recover all reasonable fees and expenses incurred (including court costs and attorneys’ fees), in addition to any other remedies to which such party may be entitled.
9. Injunctive Relief. You acknowledge and agree that any breach or threatened of this Agreement (including but not limited to Sections 2, 5, 6, 7, 9, and/or 13) may result in irreparable harm to Company of which thereis no adequate remedy in money or other damages, and accordingly Company shall be entitled to equitable relief (including, but not limited to, the right to secure specific performance, a temporary restraining order, preliminary injunction or permanent injunction), in addition to and cumulative with all of her other rights and remedies at law. The election of any one remedy shall not be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement. You hereby agree to waive, to the extent such requirement is subject to waiver, any requirement of a bond in connection with such equitable relief.
10. Waiver of Jury Trial. THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.