Merchant Terms and Conditions
Terms & Conditions
Acceptance of Terms
MERCHANT HEREBY ACCEPTS AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY (1) ACCEPTING AN ORDER VIA THE SERVICES, TOOLS, OR APP (AS DEFINED HEREIN) (2) CLICKING A BOX INDICATING MERCHANT’S ACCEPTANCE OF THESE TERMS, OR (3) EXECUTING AN ORDER FORM OR RELATED AGREEMENT THAT REFERENCES THESE TERMS.
IN THE CIRCUMSTANCE THAT THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “MERCHANT” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. ON THE CONTRARY, IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES DESCRIBED HEREIN.
SECTION 15 OF THIS AGREEMENT CONTAINS PROVISIONS THAT SHALL GOVERN ANY CLAIMS THAT THE PARTIES MAY HAVE AGAINST EACH OTHER, INCLUDING WITHOUT LIMITATION A MANDATORY ARBITRATION PROVISION.
1. Items and Services
EatMe and/or its affiliates will make available certain proprietary technology services that facilitate the marketing, sale, and fulfillment of orders for items (“Items”) from Merchant to Customers (as defined below), including on-demand lead generation, order processing, marketing, advertising, and promotional services, proprietary information services, onboarding, operational and other support services (the “Services”).
1.2 Additional Tools
In connection with the Services, EatMe and/or its affiliates may also make available to Merchant a website, mobile application, or other technology interfaces for Merchant to access and use the Services (collectively, the “Tools”), which may include EatMe and/or its affiliates’ technology platform, through which Merchant may, among other things, receive, accept and fulfill requests for Items from Customers and receive insights and analytics regarding Merchant’s performance and history using the Services.
1.3 The Application(s)
EatMe and/or its affiliates may also make their own technology, referred to as the “App(s),” available to customers. This technology enables customers to order goods from merchants and have delivery services for those goods provided by delivery people (as defined below). Delivery People are independent contractors, and as such, they reserve the right to refuse and accept any Item at their sole discretion.
2. OBLIGATIONS OF EATME AND/OR ITS AFFILIATES
2.1 Access to Services
EatMe and/or its affiliates may make the relevant Services accessible to Merchant, subject to the terms and conditions of this Agreement, solely for use by Merchant at locations that are owned and run by Merchant (each, a “Location”). Merchant shall take steps to provide EatMe and/or its affiliates current and accurate Location information throughout the Term of this Agreement. In association with the provision of Services to Merchant, EatMe and/or its affiliates may respond to complaints by end-users of the App(s) (“Customers”) about Items sold by Merchant via the App(s) on behalf of Merchant. In addition, EatMe and/or its affiliates may make available certain Tools to Merchant, and Merchant may access and use those Tools solely in connection with Merchant’s use of the Services. For the avoidance of doubt, as between Merchant and EatMe and/or its affiliates, EatMe and/or its affiliates will retain sole control over the App(s) (and all elements of the Customer experience and interface relating to the App(s)), including: (i) the personalization of the App(s) for Customers; (ii) the prioritization and display of options available to Customers; (iii) the search functionality and results provided to Customers; (iv) the order fees charged to Customers for the delivery services provided by Delivery People; and (v) adding, removing or otherwise modifying any feature or functionality made available through the App(s) to optimize reliability or efficiency on the App(s)
2.2 Technology, Not Delivery, Services
Merchant agrees that EatMe and/or its affiliates does not provide any delivery/dining services and only provides technology services that both (i) enable Merchant to connect with customers who may purchase Items from Merchant, and (ii) enable Delivery People to seek, receive and fulfill on-demand requests for delivery services by or on behalf of Customers seeking delivery services. Delivery People perform their delivery services for (and are paid by) the Customers and not Merchant. EatMe and/or its affiliates may make the relevant Services accessible to Merchant, subject to the terms and conditions of this Agreement, solely for use by Merchant at locations that are owned and controlled by Merchant (each, a “Location”)
3. MERCHANT OBLIGATIONS
3.1 Availability of Items
Through the App(s) (“Available Items”), Merchants will make Items available for purchase during their normal business hours and ensure the Available Items menu is accurate. All Items will be handled, stored, labeled, and packaged by the Merchant in accordance with all applicable laws and regulations, including without limitation all laws, rules, and regulations governing time or temperature controls necessary for food safety (“Food Safety Standards”). Merchant will determine any quality, portion, size, ingredient, or other criteria that apply to Items (“Criteria”) and Merchant is responsible for ensuring that all Items meet the applicable criteria. EatMe and/or its affiliates may, in its sole discretion, remove such Item from the App(s) if Merchant fails to prepare or supply Items in accordance with Food Safety Standards or if any item fails to meet the Criteria (each, a “Substandard Item”)
3.2 Item Responsibility
Any costs incurred in retrieving any such substandard items or other unsatisfactory items, if applicable, as well as costs related to missing or imperfect items, items that haven’t been cooked thoroughly, and items that haven’t been prepared in accordance with the merchant’s internal standards, are all the responsibility of the merchant and must be reimbursed to the customer. EatMe and/or its affiliates may deduct reimbursement fees from the money it sends to the merchant in compliance with this Section 4 at its sole discretion.
If EatMe and/or its affiliates supplies a tablet or other mobile device (“Device”) to Merchant to use in connection with the availability of Items via the App(s), Merchant agrees that: (i) Device(s) may only be used for the purpose of accepting orders via the App(s), and (ii) Device(s) may not be transferred, loaned, sold or otherwise provided in any manner to any third-party. Device(s) will at all times remain the property of EatMe and/or its affiliates and upon expiration or termination of the Agreement, or the extended absence of all of Merchant’s location(s) from the App(s) for longer than forty-five (45) days, Merchant will return all applicable Device(s) to EatMe and/or its affiliates within ten (10) days. In the circumstance that the Merchant receives a wireless data plan for the Device, EatMe and/or its affiliates may charge a weekly reimbursement to Merchant for the costs associated with the wireless data plan of each applicable Device. Merchant agrees that the loss or theft of a Device, the failure to timely return a Device, or any damage to a Device outside of normal wear and tear, may result in a fee (“Damage Fee”). Merchant agrees that EatMe and/or its affiliates may deduct the reimbursement or Damage Fee from the Item Revenue prior to remittance of such Item Revenue to Merchant. The cost of the Damage fee if any will be determined at the time the Merchant returns the device.
3.4 Third-Party Services
In the event that Merchant uses a third-party service (a “Third-Party Access Service”) to 1) access the Services and Tools; or 2) send data to EatMe and/or its affiliates, Merchant acknowledges and agrees that the obligations set forth in this agreement will apply to Merchant’s use of the Services and Tools via any Third-Party Access Service unless otherwise agreed to in writing by EatMe and/or its affiliates and Merchant. The Merchant acknowledges that the failure of a Third-Party Access Service to provide accurate information to EatMe and/or its affiliates, such as the Retail Price, item descriptions, or Additional Information (as defined herein), shall not constitute a waiver, suspension, or other modification of the obligations of the Merchant set forth in this agreement. The veracity of the data supplied to EatMe and/or its affiliates by the merchant via any Third-Party Access Service is exclusively the merchant’s responsibility. Additionally, EatMe and/or its affiliate’s agreement with the applicable Third-Party must be followed to continue receiving access to the Services and Tools via any Third-Party Access Services.
3.5 Use Restrictions
In connection with the access to and use of the Services and Tools, Merchant will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms used to provide the Services (except to the extent applicable law prohibits reverse engineering restrictions); (ii) provide, lease, lend, disclose, or otherwise use or allow others to use, in each case, for the direct benefit of any third party, the Tools or Services (except as otherwise authorized by EatMe and/or its affiliates); or (iii) possess or use, or allow the transfer, transmission, export, or re-export of any software. In order to prevent direct or indirect competition with EatMe and/or its affiliates or its affiliates or the Services, Merchant will not use the Services or any other transactional, operational, performance, or other data or information related to the sale of Items to Customers through the App(s) (collectively, “EatMe and/or its affiliates Data”). This includes, without limitation, EatMe and/or its affiliate’s Data that Merchant obtains from EatMe and/or its affiliates through a Third-Party Access Service.
The EatMe and/or its affiliate’s Services connect Merchant with Customers who wish to purchase Merchant Items. Merchant also known as “retailer”, or “seller” of all Items to be made available for sale via the App(s). As such, Merchant may be responsible for determining and setting the retail price for each Item (the “Retail Price”). Merchant is also responsible for the collection and remittance of all applicable Sales Taxes, where required under applicable law. Retail prices of each item should include all taxes.
Merchant consents not to make an Item offered under this Agreement available for a price more than what the Merchant is charging for at their store location.
6. INTELLECTUAL PROPERTY; MARKETING AND PROMOTIONAL ACTIVITIES
6.1. EatMe and/or its affiliate’s Intellectual Property may only be used by Merchant in the manner, the form and format approved by EatMe and/or its affiliates, and Merchant will not otherwise use or modify EatMe and/or its affiliate’s Intellectual Property without EatMe and/or its affiliate’s prior written consent.
6.2. EatMe and/or its affiliates is hereby granted permission by the Merchant to display EatMe and/or its affiliate’s Intellectual Property for the term in accordance with any applicable brand guidelines.
6.3. Neither party may use or allude to the other party’s name, logo, trade intellectual property, or service intellectual property in a press release or elsewhere, except as expressly provided herein, without the other party’s prior consent in each instance.
“Promotion(s)” refers to deals made available via the App(s) to pique customer interest. EatMe and/or its affiliates has permission from the merchant to charge customers for the post-promotional value of an item once a promotion has been successfully applied to an order (not including Sales Taxes and applicable Fees). EatMe and/or its affiliates may, in its sole discretion, offer improved promotional positioning or other visual treatment for a Promotion, subject to the operation of the App(s).
i) Merchant Promotion(s). Merchant may create Promotions that are planned and executed by Merchant (“Merchant Promotion(s)”), subject to any additional rules or eligibility requirements for Promotions that EatMe and/or its affiliates may make available from time to time. Without EatMe and/or its affiliate’s express permission, the merchant is exclusively responsible for specifying each merchant promotion (within the parameters of EatMe and/or its affiliate’s capabilities), either manually or with the aid of the promotion tool.
7. PROPRIETARY INFORMATION; FEEDBACK
“Proprietary Information” includes transactional, operational, performance, and other data or information relating to the sale of Merchant’s Items to Customers through the App(s) and the terms and conditions of this Agreement. It also includes any confidential, proprietary, or other non-public information disclosed by or on behalf of one party (“Discloser”) to the other (“Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects.
Each Recipient certifies that it will not divulge the Discloser’s proprietary information to any parties other than Representatives or use it in any way other than as required to carry out this Agreement. Each Recipient will ensure that Proprietary Information will only be made available to Recipient’s affiliates, Recipient’s and Recipient’s affiliates officers, directors, employees and agents who have a need to know such Proprietary Information and who, prior to any disclosure of such Proprietary Information, are bound by written obligations of confidentiality with respect to such Proprietary Information that are no less stringent than those set forth in this Agreement (each, a “Representative”). Recipient will cause its Representatives to comply with the terms of this Agreement and will be solely responsible for any breach of this Agreement by any of its Representatives.
7.2 Personal Data
In order to fulfill Items under this Agreement, Merchant commits to use, disclose, keep, retain, or otherwise handle Personal Data only for that reason. Any Personal Data given by EatMe and/or its affiliates and in Merchant’s possession, custody, or control will be kept accurate and complete. By using only the software and tools offered by EatMe and/or its affiliates, the Merchant commits to keep the Personal Data that EatMe and/or its affiliates has provided to the Merchant.“Personal Data” refers to any information obtained in connection with this Agreement (i) relating to an identified or identifiable natural person; (ii) that can reasonably be used to identify or authenticate an individual, including name, contact information, precise location information, persistent identifiers, and (iii) any information that may otherwise be deemed “personal data” or “personal information” under the relevant law.
When a customer receives an item, the merchant acknowledges and agrees that the customer may be asked by the app(s) to rate the item(s) and, at the customer’s discretion, to provide comments or feedback on their interaction with the merchant and the relevant item(s) (“Customer Feedback”). Without giving credit to or seeking the merchant’s consent, EatMe and/or its affiliates reserves the right to use, distribute, and display customer feedback in any way in connection with its business. Merchant acknowledges that EatMe and/or its affiliates and its affiliates are distributors of Customer Feedback (without any duty to verify) and not publishers, but that EatMe and/or its affiliates and its affiliates reserve the right to edit or remove comments if they contain obscenities or other objectionable material, contain a person’s name or other personal information, or otherwise violate any privacy or other laws or EatMe and/or its affiliate’s content policies.
9. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
9.1 Representations and Warranties
Each party hereby represents and warrants that: (i) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (iii) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with or performing under this Agreement; (iv) it will comply with all applicable laws and regulations in the performance of this Agreement and any activities hereunder (including all applicable consumer protection, data protection and privacy laws and, in the case of Merchant, all applicable Food Safety Standards); and (v) the Marks used or provided by one party to the other pursuant to this Agreement shall not infringe or otherwise violate the intellectual property rights, rights of publicity, or other proprietary rights of any third-party. Additionally, Merchant further affirms and guarantees that, to the extent that Merchant has franchisees who engage in any activities covered by this Agreement, Merchant will make sure that those franchisees abide by and be bound by the relevant provisions of this Agreement.
EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
10. INDEMNIFIED CLAIMS
10.1 Indemnified Claims
Each Party (“Indemnifying Party”) will indemnify, defend and hold harmless the other, its affiliates and respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, liabilities, causes of action, and losses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (i) the negligence or willful misconduct of the Indemnifying Party or its employees or agents in their performance of this Agreement; (ii) any claims that, if true, would be a material breach of any of the Indemnifying Party’s representations or warranties in this Agreement; or (iii) any claims that the Marks provided by the Indemnifying Party infringe a third-party’s intellectual property rights, to the extent the Indemnified Party used such Marks in accordance with the manner approved by the Indemnifying Party. In addition, Merchant will indemnify, defend and hold harmless the EatMe and/or its affiliates Indemnified Parties from and against any and all Losses with respect to any third party claim arising out of or related to: (A) Merchant’s violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation; (B) Merchant’s failure to provide accurate and complete descriptions or Additional Information for Items, including information transmitted through a Device, point-of-sale, or Third-Party Access Service, sufficient for accurate Sales Tax calculations; or (C) Merchant’s failure to comply with a notice with respect to Unsupported Items, except in the case of each of (A)-(C) above, to the extent such harm was directly caused by the gross negligence or willful misconduct of EatMe and/or its affiliates or its employees, agents or Delivery People.
Any possible claim subject to indemnification under this agreement will be promptly writtenly notified to the indemnifying party by each indemnified party. Through counsel chosen by it and reasonably acceptable to the Indemnified Party, the Indemnifying Party will take over the defense of the claim. Without the indemnified party’s explicit consent, which will not be unreasonably refused, the indemnifying party will not compromise or settle any claims or agree to the entry of any judgment. At the expense of the indemnifying party, the indemnified party will fairly assist that party in the defense of a claim.
11. LIMITS OF LIABILITY
EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OBLIGATIONS: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT, WILLFUL, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF BUSINESS PROFITS, OR DAMAGES FOR LOSS OF BUSINESS OF MERCHANT OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, OR LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S TOTAL CUMULATIVE LIABILITY OF EACH AND EVERY KIND UNDER THIS AGREEMENT WILL NOT EXCEED $100,000. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
12. DISPUTE RESOLUTION
Any disagreement, conflict, or difference that arises between the Parties under or in connection with this Agreement shall be resolved amicably by direct informal negotiation in the interest of mutual cooperation.
Arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with its Comprehensive Arbitration Rules and Procedures (2010) (the “JAMS Rules”), which are deemed to be incorporated by reference into this provision, will be used to settle any dispute, whether contractual or otherwise, arising out of or in connection with this Agreement or these dispute resolution procedures, including any question regarding its existence, performance, validity, or termination. The parties acknowledge and agree that any disputes regarding the interpretation, scope, applicability, enforceability, or formation of this Agreement, including any claim that all or any portion of this Agreement is void or voidable, shall be resolved solely by the arbitrator (the “Arbitrator”) and not by any federal, state, or local court or agency. Additionally, the Arbitrator shall decide on all basic arbitrability issues, such as whether or not this Agreement is unconscionable or illusory, as well as any objections to arbitration, such as waiver, delay, laches, or estoppel. Prior to submitting a demand for arbitration, the complaining party shall give written notice to the other party of any dispute, controversy, or claim arising out of or connected in any way to this Agreement. Representatives of the parties shall seek in good faith to resolve the disagreement within thirty (30) days of such notice. If after such notice the matter is not settled within thirty (30) days, the complaining party shall only pursue arbitral remedies. Additionally, the parties fully agree:
- i) Any court with jurisdiction over the matter may enter judgment on the arbitrator’s award, which will be final and binding. However, any award may be upheld by a court with appropriate authority.
- ii) According to the JAMS Rules, a party that wishes to enter arbitration must serve the other party a written Demand for Arbitration.
iii) The arbitration shall take place in Singapore or the JAMS office that is most conveniently located to the place of business of the party making the complaint.
- iv) The arbitral procedures shall be conducted in English.
- v) A single arbitrator, who will be chosen and appointed by JAMS in line with the JAMS Rules, will make up the arbitral panel.
- vi) The parties agree to maintain the confidentiality of all information pertaining to the dispute, including the existence of the dispute itself, the substance of the arbitration, all submissions made by the parties in the arbitration, and any awards made by the arbitral tribunal, to the extent permitted by applicable law.
vii) The right to seek injunctive or other equitable remedy from a court with appropriate jurisdiction is reserved by each party to stop actual or threatened violations of the other party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
viii) A party will not be permitted to join or receive compensation from any current or future class, collective, consolidated, or representative actions filed against the other party by someone else, and neither party may bring any class, collective, or representative action against the other party. Any disputes regarding the legality, enforceability, conscionability, or breach of this class action waiver, or whether or not this class action waiver is void or voidable, may be resolved in court, not by an arbitrator, notwithstanding any other provision of this arbitration provision or the JAMS rules. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of this Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of this Class Action Waiver that is enforceable shall be enforced in arbitration.
- ix) The parties shall divide equally the fees and expenses of the arbitrator as well as any JAMS The aforementioned arbitration and administrative fees and expenditures may, at the arbitrator’s sole discretion, be awarded as damages.
- x) Notwithstanding any choice of law or other provision in this Agreement, the parties agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the Arbitration Act 2001 (Revised by 2020 Act) and Comprehensive Arbitration Rules and Procedures (2010) will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the JAMS Rules and Comprehensive Arbitration Rules and Procedures (2010) shall preempt all laws to the fullest extent permitted by law. If the JAMS Rules and Comprehensive Arbitration Rules and Procedures (2010) are found to not apply to any issue that arises under this Agreement or the enforcement thereof, then that issue shall be resolved under the laws of Singapore..
14. DIVERSITY AND INCLUSION
Merchant will not, in its use of Services or Tools under this Agreement, discriminate against any customer, employee, contractor or other person or individual on the basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation, gender identity or expression, religion, ancestry, national origin, disability, or age except that programs may target beneficial services for specific participant groups, as agreed upon between EatMe and/or its affiliates and Merchant. Merchant understands and agrees that EatMe and/or its affiliates will have the right to immediately terminate this Agreement with notice to Merchant upon receipt of evidence of Merchant’s discrimination under any of these categories.
15. ADDITIONAL TERMS
Singapore (“Territory”) is the jurisdiction of this Agreement, and all payments made hereunder shall be made in Singaporean dollars. Examples are provided only as illustrations and not as the sole applications of a certain idea in this Agreement, where “including” means “including, without limitation.”The failure of either party to enforce any of the provisions of this agreement at any time or for any length of time, or the failure of either party to exercise any option herein, will not be interpreted as a waiver of such provision or option and will not in any way limit that party’s ability to enforce such provisions or exercise such option in the future. This Agreement may not be assigned, transferred, delegated or subcontracted, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Agreement, upon written notice to the other party, (a) to an affiliate of such party, or (b) in connection with the sale of all or substantially all of such party’s equity, business or assets to which this Agreement relates; provided that in the event of any such transfer by Merchant, Merchant explicitly consents that any such transferee will have access to and control of all Merchant accounts related to such transfer, including its accounts with EatMe and/or its affiliates, access to historical reporting information about Items related to such transfer, and other account data relating to such transfer.The parties involved in a change of ownership involving a Merchant’s location(s) will need to sign a Change of Ownership form, and the Merchant acknowledges and agrees that until the Change of Ownership is signed, the location will not be able to accept or process any customer orders placed through the app. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of each party hereto and its respective successors and assigns. Any purported assignment, transfer, delegation or subcontract in violation of this Section will be null and void. In the event any provision of this Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or a court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) will remain in full force and effect. Any delay in or failure by either party in the performance of this Agreement will be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including decrees or restraints of Government, acts of God, strikes, work stoppage or other labor disturbances, war or sabotage (each being a “Force Majeure Event”). Upon becoming aware of any Force Majeure, whether it has already occurred or is imminent, the affected party shall promptly notify the other party and shall use commercially reasonable steps to limit any ensuing delay or interference with the execution of its obligations under this Agreement.Nothing in this Agreement will be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as otherwise expressly set forth above), and no party will have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate writing, executed by an authorized representative of the other party. Each party’s employment of employees and contractors to carry out its duties under this Agreement will be solely its responsibility.This Agreement contains the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and agreements, whether oral or written, relating such subject matter hereof. This Agreement may be executed in one or more counterparts, and it may also be executed by the exchange of counterparts that have been electronically signed and sent in PDF format. Each counterpart will be treated as an original, and all counterparts taken together will constitute a single original document.
Updated on 12 July 2022 2:53pm