Allset for Restaurants - Terms of Use

Please read these Restaurant Terms and Conditions (“Terms”) carefully before using the services offered by Allset Technologies, Inc. (Allset). If you accept these terms on behalf of an organization, you represent and warrant that you are authorized to bind that organization. If these Terms are considered an offer, acceptance is expressly limited to such terms. These Terms contain, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.

Restaurant Terms and Conditions

1. Allset’s Services

Allset will provide an app and website that allows Customers to make Orders from Restaurant. If Restaurant alerts Allset to changes in its menu or prices, Allset will work with Restaurant to update these changes on its app and website. For each Order that Customer places, Allset will charge and collect from Customer the price for each Order and all applicable fees and taxes. Allset will pay these amounts to Restaurant, withholding the appropriate Commission and Card Processing Fee, as outlined in our Order Form. Notwithstanding anything to the contrary in these Terms or otherwise, Allset shall be an independent contractor of Restaurant during the term of the Agreement. Allset has the discretion (but not the obligation) to edit any content that Restaurant provides, including editing typos, removing inappropriate content, or removing Menu Offerings.

2. Restaurant’s Services

Restaurant will

(a) provide the address(es) of its location(s), the food and drinks that it provides (its “Menu Offerings”) and corresponding price of each Menu Offering (the “Prices”); and

(b) provide photos of Menu Offering if requested by Allset.

For each Order, Restaurant will promptly:

(c) accept the Order;

(d) prepare the Order,

(e) if the Order is Dine In,

(f) reserve a table for Customer, or,

(g) if space is not permitting, alert Allset that the Order will be packaged for Takeout, and

(h) if the Order is Takeout, properly package the Order.

Restaurant will ensure the quality, condition, availability, packaging and freshness of each Order before picked up by Customer. Restaurant will ensure that all Menu Offerings are of similar quality and taste as the same items Restaurant serves to other diners not using Allset. All relevant Restaurant employees, subcontractors, and agents, including, but not limited to, waiters, will comply with the applicable terms of these Terms. Restaurant will be liable for the work performed by, and for the acts and omissions of, all its employees, contractors, and agents including following food safety regulations. Restaurant will be liable for additional charges that Allset may impose, including order errors or delays caused by Restaurant, missing items, equipment damage, or if Restaurant closures without notice. If Customer has any queries or issues with the total of the Order, Restaurant (not Allset) will be responsible for handling them. Allset’s obligation is only to facilitate the payment of the amount shown on the Order. Further, Restaurant takes full responsibility for the following scenarios (and Allset disclaims responsibility):

- If Restaurant does not confirm an Order but begins working on it. Customers can cancel unconfirmed Orders in their discretion;

- If Customer cancels the Order after Restaurant has started preparing an Order;

- If Restaurant lists different prices on its menu than it has shared with Allset;

- If Customer arrives late and Restaurant must remake an Order;

- If Restaurant refuses to accept any Order.

Restaurant agrees the price of each Menu Offering listed on Allset’s app or website will not be greater than the price it regularly charges for that Menu Offering absent any food ordering platforms. Allset may update the prices, or deduct the difference in future payments to Restaurant, to ensure the foregoing.

3. Mutual Representations and Warranties

Allset and Restaurant each represent and warrant that they: (a) have full power and authority to enter into the Agreement and perform its obligations hereunder; and (b) will comply with all laws and regulations applicable to their performance obligations herein, including for Restaurant any applicable federal, state, and local laws related to Restaurant’s sale of Menu Offerings consisting of alcoholic beverages or other non-perishable non-food items.

4. Restaurant’s Representations and Warranties

Restaurant hereby represents and warrants that: (a) Allset’s use of Restaurant’s trademark does not and will not infringe or violate any trademark or other intellectual property of any third party; (b) the Prices of each Menu Offering listed on Allset’s app or website shall not be greater than the price Restaurant regularly charges for that Menu Offering absent any food ordering platform(s); and (c) sales tax information provided by the Restaurant is accurate. In the event that Restaurant sells Menu Offerings consisting of alcoholic beverages, Restaurant represents and warrants that it has obtained all necessary and applicable local state permits and/or licenses for selling and serving alcohol off premises for all Restaurant locations selling such Menu Offerings on Allset’s app or website.

5. Device Rental

In the event Allset provides Restaurant a Device, Restaurant warrants and covenants that it shall: (w) use the device strictly for the limited purpose of receiving and processing Orders from Allset hereunder; (y) promptly return the Device in good, working order upon termination of the Agreement; and (z) be liable to Allset for any inappropriate use, damage, or repairs due to Restaurant’s misuse, negligence or willful misconduct (other than normal wear and tear). Allset will impose fines for the cost of repair or the replacement of lost items. If the Device or any related devices are missing or damaged upon return, the Restaurant will be responsible for the current replacement cost. Allset retains ownership of the Device. The Device must be turned over to Allset upon request for content inspection, maintenance, or other administrative or support actions. Restaurant must provide access and passcodes to the Device upon request by any Allset staff member. Restaurant has no expectation of privacy in materials or content created, received, sent, viewed, or otherwise accessed on the Device even if using a personal account (such as a personal webmail or social media account). The Device may contain tracking and/or monitoring software that allow Allset to obtain and record information concerning use of the Device. Allset may review and record activities on the Internet, use of personal, password protected websites and accounts, webmail, social media, or other accounts accessed on the Device. Allset may also use tracking location services or a mobile device management.

6. Trademark

Restaurant may use Allset’s name, logo, promo code (if applicable) and link to the Allset website and services in its advertising to promote the fact that their food is available for pre-ordering through Allset. Allset shall have the right to use Restaurant name, trademark, photos (if provided) and logo in the platform and in connection with all reasonable marketing and advertising. If Restaurant uses Allset’s name, logo or any other intellectual property in a manner that Allset reasonably considers to negatively affect its business or brand, upon notification to Restaurant, Restaurant will promptly remove any and all uses of Allset’s name, logo and intellectual property in accordance with Allset’s notification. For the avoidance of doubt, all names, logos, designs, trademarks and other intellectual property remain solely the property of the owning party. Nothing in these Terms provides for the transfer of ownership of any such intellectual property.

7. Communication

Restaurant consents to accept and receive communications from Allset, including e-mail, text messages, calls, and push notifications to the cellular telephone number Restaurant provides to Allset. Standard message and data rates applied by Restaurant’s cell phone carrier may apply to the text messages Allset sends Restaurant. Restaurant may opt-out of receiving communications by following the unsubscribe options provided by Allset. Restaurant acknowledges that opting out of receiving communications may impact Restaurant’s use of the Services. Carriers are not responsible or liable for undelivered or delayed messages.

8. Confidentiality

The terms of the Agreement and any and all information disclosed by Allset to Restaurant pursuant to these Terms are confidential (including the Commission amount), and Restaurant agrees not to disclose the terms of the Agreement or any such confidential information to any third party.

9. Payment

Allset shall charge Restaurant the percentage Commission stated in the Sign Up Sheet on the Net Revenue less Taxes for any order. “Net Revenue” means the gross amount actually received by Allset for Orders, less promotional discounts, tips and taxes. Allset will determine the sales, use, privilege, gross receipts, restaurant, tariff, excise or other tax due in connection with the sale of food or beverages (and delivery fee, if applicable) by Restaurant through Allset (“Taxes”). Allset shall collect Taxes from Customers on behalf of Restaurant, shall tender collected Taxes to the Restaurant (as discussed above) and Restaurant shall be solely responsible for (a) verifying that the collected, tendered Tax amount is correct, (b) filing all Tax returns and (c) remitting all required Taxes to the appropriate taxing authorities.

Allset uses a third-party payment processor (the “Payment Processor”) to charge Customers for Orders. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. Restaurant is subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. By agreeing to these Terms, Merchant agrees to be bound by the Stripe Connected Account Agreement available here: https://stripe.com/connect-account/legal and the Stripe Services Agreement available here: https://stripe.com/legal, as the same may be modified by Stripe from time to time. As a condition of Allset enabling payment processing services through Stripe, Restaurant agrees to provide Allset accurate and complete information about Restaurant’s representative and its business, and Restaurant authorizes Allset to share it and transaction information related to Restaurant’s use of the payment processing services provided by Stripe.

10. Term and Termination

The term of the Agreement shall begin on the Effective Date. Either party may terminate the Agreement for any reason or no reason upon fourteen days’ notice to the other party. Section 8 (Confidentiality), Section 10 (Term and Termination), Section 11 (Indemnification), Section 12 (Data), Section 15 (Misuse of the App), Section 17 (Limitation of Liability), and Section 18 (Miscellaneous) shall survive termination.

11. Indemnification

Restaurant, at its expense, will defend, indemnify and hold harmless Allset against all loss, cost, liability, damages and expense, including attorneys’ fees, arising out of all third party claims arising out of Restaurant’s obligations or performance under the Agreement, including claims related to (i) the death of or injury to any person, (ii) Restaurant’s failure to redeem any consumer’s purchase, (iii) any allegation that any item provided by Restaurant infringes or misappropriates any intellectual property right of any third party, or (iv) computation and payment of local sales taxes to the appropriate taxing authority, and (v) all matters concerning the quality and condition of the food and beverages and the preparation of the food and beverages

12. Data

Allset’s Privacy Policy, available at allset.now/privacy/ is incorporated into these Terms by reference, as Allset updates from time to time. Restaurant will only collect, use, and share personal information of Customer (“Customer Data”) in compliance with Allset’s Privacy Policy as well as applicable privacy laws and only for the purpose of preparing Orders to Customers. Restaurant will not use Customer Data for any other purpose other than as contemplated by the Agreement or as agreed to in writing by the parties.

13. Allset URL in Google Search and Google Maps

The link to Allset will appear automatically with restaurant's listings in Google Search and Google Maps. This link leads to the restaurant page inside Allset app or website. From the Allset app or website, a user can make a reservation to Dine In at a Restaurant. This link is updated automatically via Allset. There's no way to add, edit, or remove this link in Google My Business. If you want to remove or fix the link in your listing, please contact the Allset support team.

14. Use of the App

Allset may supply the App to Restaurant after the Effective Date which Restaurant must install on its device or device provided by Allset. Allset does not provide any hardware, and is strictly a software mobile application provider. Allset will use best efforts to ensure the App is operational 24 hours a day, 7 days a week. However, there may be issues or delays due to events outside Allset’s control. Similarly, Allset may have to suspend the App if it has to deal with technical problems, or to make improvements. When possible, Allset will contact Restaurant to let it know in advance where this occurs, unless the problem is urgent or an emergency. If you encounter any defect with the App: please contact Allset as soon as reasonably possible, and give Allset a reasonable opportunity to repair or fix any defect. Restaurant’s staff is responsible for reservations and payment at Restaurant, and must go through Allset’s training, and must accept Orders from Customers in accordance with the rules set forth at: https://allsetnow.com/help/for-restaurants.

15. Misuse of the App

You represent, warrant, and agree that you will not use the Services or App, interact with the Services or App, in a manner that:

(a) Infringes or violates the intellectual property rights or any other rights of anyone else (including Allset);

(b) Violates any law or regulation, including, without limitation, any applicable export control laws;

(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

(d) Jeopardizes the security of your Allset account or anyone else’s (such as allowing someone else to log in to the Services as you);

(e) Attempts, in any manner, to obtain the password, account, or other security information from any other user;

(f) Violates the security of any computer network, or cracks any passwords or security encryption codes;

(g) Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

(h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or content (through use of manual or automated means);

(i) Copies or stores any significant portion of the content; or

(j) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

16. Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, ALLSET MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SUBJECT MATTER OF THE AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALLSET DOES NOT REPRESENT OR WARRANT THAT OPERATION OF THE WEBSITE OR ANY OTHER ALLSET SYSTEMS WILL BE UNINTERRUPTED OR ERROR-FREE.

17. Limitation of Liability

ALLSET WILL NOT BE LIABLE TO RESTAURANT FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF RESTAURANT HAS BEEN INFORMED OF THE POSSIBILITY OF THOSE DAMAGES. ALLSET’S LIABILITY FOR DIRECT DAMAGES HEREUNDER WILL NOT EXCEED $100.

18. Miscellaneous

The Agreement contains the entire agreement between the parties regarding its subject matter. The Agreement will be governed by the laws of the State of California. The parties consent to the exclusive jurisdiction of state and federal courts San Francisco, California and expressly waive any objection or defense based upon lack of personal jurisdiction or venue in connection with any dispute arising out of or relating to the Agreement. Restaurant may not assign any of its rights or obligations under the Agreement without the prior written consent of Allset. The Agreement will benefit and bind permitted successors and assigns, if any, of the parties. If a court or other tribunal of competent jurisdiction holds that any of the provisions of these Terms are illegal, invalid, or unenforceable, those provisions will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect.

Effective Date of these Terms of Service: July 9, 2020