MOBEE FOODS RESTAURANT CONTRACT
Activation Fee: Waived
Promotional Fee: Ongoing, if applicable.
- RESTAURANT. You shall determine which items will be available for delivery and pricing of said items. Evidence of items and pricing structure shall be attached to, and become part of this agreement.
- EXPEDITED SERVICES. Neither we nor our affiliates provide expedited provisioning, delivery or logistics services. What we provide is a platform for companies like yours to connect you with Delivery Partners for expedited provision of Meals to your customers and to receive demand prediction (in the case of Mobee App), payment processing and related information services in connection with the sale of your Meals. We and the Delivery Partners operate under cover of your retail license privileges and control for the expedited provision of Meals to your customers, as your agent and not your employee. As between you and us, you, through the services provided by Delivery Partners, are responsible for the expedited provision of Meals to your customers and you maintain possession, control and care of the Meals at all times.
- INDEPENDENT CONTRACTOR. Delivery Partners are independent contractors who license our (or one of our affiliate’s) proprietary technology to provide on-demand services on an expedited basis, and they can refuse to accept any item in their sole discretion. You may not send any people or animals of any size, illegal, fragile or dangerous items (like weapons, explosives or flammables), alcohol, stolen goods, or any items you do not have the permission to send.
- THE CUSTOMER. Your customers must agree that we and/or Delivery Partners may contact them regarding the receipt of their Meal(s) before you may use Originated Orders to provide Meal(s) to them. Before implementing any integration or process that provides for the collection of a customer’s phone number, you will ensure that each customer clearly and conspicuously agrees to being contacted in this manner. We reserve the right to collect information regarding the use of the Originated Orders tool to analyze trends and secure, operate and improve our products, platforms and services. In addition, we will use any feedback you provide to us related to your use of Mobee (without acknowledgement or compensation).
- MEALS & SAFETY STANDARDS. You will prepare all hot Meals at no less than 140F and all cold Meals at less than 41F ("Safe Temperature Range"). Meals will be available for expedited provisioning by you for a maximum of 4 hours from the time you prepared such Meal(s) ("Time Window"). You will determine all quality, portion, size, ingredient or other criteria that apply to the Meals ("Criteria") and you are solely responsible for ensuring that your Meals meet such Criteria. In the event you fail to prepare Meals within the Safe Temperature Range or if any Meals are inconsistent with the Criteria (each, a "Substandard Meal"), we do not have to make these Substandard Meals available for your sale or expedited provisioning via the Mobee Platform. Costs of all Substandard Meals are your responsibility, including refunds and Substandard Meal retrieval costs. To the best of your ability, will provide well packaged and labeled meals in a timely fashion.
- DEVICES. If we give you a tablet or other mobile device ("Device") to use in connection with the Mobee Platform, you agree that Device(s) may only be used for the Mobee Platform, and Device(s) may not be transferred, loaned, sold or otherwise provided in any manner to any third party. Mobee Foods would charge $10 per month for device provided until the contract is effective between Mobee and restaurant. This fees would cover initial cost and Insurance in case of device stops working or get damaged during normal operation. Devices(s) will at all times remain our property, and upon expiration or termination of the Agreement, or your extended absence from the Mobee Platform for longer than forty-five (45) days, you will return all Device(s) to us within ten (10) days.
- GENERAL. You are responsible for determining and setting the retail price ("Retail Price") for each Meal to be made available via the Mobee Platform, but you agree that you will not set a Retail Price higher than the amount you are charging for similar meals in-restaurant or through any comparable technology platform for food delivery or logistics services (including, but not limited to, GrubHub, Postmates, etc.). You are the "retailer" or "seller" of all Meals for local and state sales tax purposes and the responsible party for collection and remittance of applicable sales tax. The Retail Price for each Meal will not include sales tax, but you are solely responsible for determining all applicable sales tax and identifying and informing us of the appropriate sales tax amount for us to charge on your behalf for Meals sold via Mobee App. We are each responsible for our own expenses and costs.
- SERVICE FEE. In consideration for use of the Mobee Platform, we will charge you a service fee as specifically set forth above for each Meal provided via the applicable Mobee Platform ("Service Fee"). The Service Fee is net of any taxes that you are liable for. For Mobee App, the Service Fee is the Retail Price of all Meals sold by you via the Mobee App (excluding any sales tax collected on your behalf) multiplied by the applicable Service Fee. We will remit to you the total Retail Price collected for all Meals sold by you via Mobee App plus the taxes collected on your behalf via the Mobee App less the retained Service Fee and any refunds given to your customers (such remitted amount, the "Meal Revenue") (remittance will be within 14 days of Meals being sold). If you are paid for a Meal, you are responsible for the Service Fee even if a Delivery Partner is unable to complete the expedited provisioning services. All fees under this Agreement shall be paid in U.S. Dollars.
In the event your business and Mobee Foods agree that your products are subject to White Label Services, meaning the products will be labeled under Mobee Foods trademark, this understanding and Agreement will be in accordance with Exhibit B of this Agreement.
- BRAND. You may use Mobee Food’s name, logo and telephone number in their advertising to promote the fact that your food is available for delivery in a limited area through Mobee Foods. Mobee Foods shall have the right to use your restaurant’s name and logo in Mobee Foods advertising, promoting the fact that your restaurant’s food is available for delivery in a limited area through Mobee Foods.
- MARKETING. Mobee Foods will, create, post, and promote your menu online, engage drivers and hire dispatchers as necessary to deliver your food. Mobee Foods reserves the right to choose the paper, printer, fonts, type sizes and distribution method necessary to create and distribute menu guides, flyers, mailers, newsletters and posting to the internet.
- ATTORNEY FEES. Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to legal proceedings in connection with this Agreement or the Restaurant’s relationship with the Mobee Foods, the party or parties prevailing in such legal proceedings shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs in such legal proceedings from the non-prevailing party or parties.
- GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan without regard to conflict of law principles.
- ENTIRE AGREEMENT. This Agreement, contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof.
- AMMENDMENT. This Agreement may be amended only by a writing signed by Mobee Foods and by a duly authorized representative of the Restaurant.
- SEVERABILITY. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.
- CONSTRUCTION. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party.
- RIGHTS CUMULATIVE. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.
- NON-WAIVER. No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of Mobee Foods, by an officer of Mobee Foods or other person duly authorized by Mobee Foods.
- REMEDY FOR BREACH. The parties hereto agree that, in the event of breach or threatened breach of any covenants of Restaurant, the damage or imminent damage to the value and the goodwill of Mobee Foods’ business shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that Mobee Foods shall be entitled to injunctive relief against the Restaurant in the event of any breach or threatened breach of any of such provisions by the Restaurant in addition to any other relief (including damages) available to Mobee Foods under this Agreement or under law.
- NOTICES. Any notice, request, consent or approval required or permitted to be given under this Agreement or pursuant to law shall be sufficient if in writing, and if and when sent by certified or registered mail, with postage prepaid.
- ASSISTANCE. You shall, during and after termination of services rendered, upon reasonable notice, furnish such information and proper assistance to Mobee Foods as may reasonably be required by Mobee Foods in connection with work performed by Contractor; provided, however, that such assistance following termination shall be furnished at the same level of compensation.
- DISPUTES. Any controversy, claim or dispute arising out of or relating to this Agreement or the relationship, either during the existence of the relationship or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or agents, shall be litigated solely in state or federal court in Washtenaw County, Michigan. Each party (1) submits to the jurisdiction of such court, (2) waives the defense of an inconvenient forum, (3) agrees that valid consent to service may be made by mailing or delivery of such service to the Secretary of State (the "Agent") or to the party at the party's last known address, if personal service delivery cannot be easily effected, and (4) authorizes and directs the Agent to accept such service in the event that personal service delivery cannot easily be effected. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.