OneTablet Terms of Service

These terms constitute the services agreement between the entity using the Software or receiving the Services ("Restaurant") and MEALCO, Inc., a Delaware corporation ("OneTablet"). The parties agree as follows:

Definitions

• "End User" means the individual who placed the order.
• "Order Data" means all information submitted by End Users, and may include name, physical address, phone number, email address, items ordered, preferences, and special instructions.
• "Services" means the proprietary services OneTablet provides to Restaurant under this agreement, including access to and use of the Software.
• "Software" means any combination of the below proprietary services or products that OneTablet provides to facilitate the transfer of order, menu, and other related data. Some of these products may integrate with Restaurant point-of-sale systems or printer devices.
  • First-party web ordering
  • First-party mobile app ordering (iOS or Android)
  • Third-party ordering system (TOOS) integrations
  • Delivery-as-a-Service
  • Restaurant Web App Access
  • Restaurant Kitchen App Access
• "Taxes" means any sales, use and other applicable taxes or duties that the Services may be subject to, however designated, including without limitation, withholding taxes, royalties, know‐how payments, customs, privilege, excise, sales, use, value‐added and property taxes.
• "TOOS" means third party online ordering software and related technology services that allow End Users to place orders.

Services: Use and Restrictions

During the Term, and subject to Restaurant's compliance with all of its obligations, OneTablet will provide the Services to Restaurant. OneTablet may, in its sole discretion, make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance the quality or delivery of OneTablet's services, the competitive strength of or market for OneTablet's services or the cost efficiency or performance of the services; or (b) to comply with applicable law.

Restaurant may elect to utilize first party ordering software as part of the Services. Content, design and display elements and preferences are subject to Restaurant's discretion and Restaurant's sole responsibility; OneTablet is not responsible for how menu content, pricing, images, and other related information (collectively, the "Menu Data") appears on Restaurant's website or mobile app(s). Restaurant understands and agrees that it (not OneTablet) is responsible for ensuring that Restaurant's website or mobile app(s) and the substance and display of Menu Data is in compliance with all applicable laws, including the Americans with Disabilities Act.

OneTablet provides the Services solely and exclusively for Restaurant's own use and access directly related to its business and confined solely to its own servers and within its place of business. Restaurant shall not use the Services except in compliance with the terms of this agreement.

If OneTablet receives any feedback from Restaurant relating to the Services, Restaurant hereby licenses such feedback to OneTablet, without compensation.

OneTablet will provide on-going assistance to Restaurant for technical, administrative and service-oriented issues relating to the utilization, transmission and maintenance of the Services as Restaurant may reasonably request and OneTablet may reasonably accommodate, in any mode of communication that OneTablet deems appropriate (e.g., text, phone, and email). Support for technical, administrative and service-related matters may be requested via [email protected].

Representations

Restaurant represents to OneTablet that:

• neither this agreement, nor the Services performed by OneTablet in accordance with or to satisfy its obligations pursuant to the agreement, violates or will violate the terms of any agreement between Restaurant and a third party;
• Restaurant complies with all applicable law in operating its business, including the preparation and sale of food and beverages;
• Restaurant is responsible for the quality of its food and beverages;
• Menu Data, including any modifications, is complete, current, and accurate;
• Menu Data does not violate any third-party intellectual property rights;
• Restaurant shall frequently review Menu Data as displayed on TOOS, and Restaurant's websites, and apps to ensure that the information is complete, current, and accurate;
• it will not reidentify or attempt to reidentify, and it will prohibit its employees, agents, and affiliates from reidentifying or attempting to reidentify, any personal information of End Users that may be associated with orders that OneTablet processes in deidentified or encrypted form as part of the Services;
• when it provides OneTablet with direct access to Restaurant's accounts on third-party platforms, it consents to OneTablet's use of such platforms as an agent of Restaurant for purposes of enabling OneTablet to deliver the Services required by this agreement, and therefore OneTablet's use will not constitute a violation of a third party's rights;
• Restaurant shall not, and shall not permit or authorize any third party to, (1) reverse engineer, disassemble, decompile, copy, distribute, transfer, reproduce, archive, or otherwise interfere with any portion of the Software or other parts of the Services or data provided by OneTablet, or (2) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component;
• Restaurant is responsible for all Claims relating to Restaurant's business and all acts and omissions of its service providers, merchants, vendors, and agents; and
• Restaurant represents that it is not engaged in, and will not engage in, the operation of any illegal business and will not use, or permit anyone else to use, the Services for any illegal purpose.

Restaurant acknowledges and agrees that OneTablet does not process, collect, or remit payments for any orders placed by End Users. OneTablet provides access to the Services solely to facilitate the transfer of Order Data between End Users, TOOS, and Restaurant. OneTablet acts exclusively as a technology and order aggregation platform, and is not a party to any payment transaction between Restaurant and End Users or between Restaurant and any third-party platform. Restaurant is solely responsible for all aspects of payment processing, including any reconciliation, remittance, or fees associated with TOOS or other third-party services used in connection with the Services.

OneTablet may require Restaurant to cease its use of the Services immediately if, in the sole reasonable judgment of OneTablet, OneTablet believes that Restaurant's use is outside the scope of the permitted use as set forth in this agreement.

Term and Termination

This agreement is effective as of Restaurant's first use of the Services (the "Effective Date").

If Restaurant has selected the monthly payment plan, the "Term" of this agreement shall be for one month following the Effective Date, thereafter automatically renewing every month, until either party provides at least 30 days' prior written notice of termination to the other party. For security and quality control purposes, a valid termination notice requires an authorized representative of Restaurant to complete and submit a termination request via email to [email protected], and to meet with OneTablet by phone, video, or in person to discuss the termination request.

If Restaurant has selected the annual payment plan, the "Term" of this agreement shall be for one year from the Effective Date (the "Initial Term"), thereafter automatically renewing for successive one-year periods (each, a "Renewal Term") until either party provides a valid written notice of termination to the other party at least 60 days before the end of the Initial Term or a Renewal Term. OneTablet may impose an early termination fee on any Restaurant with an annual payment plan that attempts to terminate this agreement before the end of the Initial Term or a Renewal Term and not pursuant to section 4(e)(i) or 4(e)(iii) below. For example, if there are still six months remaining on the Initial Term or Renewal Term, OneTablet may require immediate payment of remaining fees owed (i.e., an amount equal to six months * Restaurant's monthly fee).

This agreement will also terminate upon any of the following conditions:

• Either party may terminate the agreement upon the occurrence of a material breach thereof by the other party, which breach is not cured (or for which a detailed remedial plan is not presented to the terminating party) within 30 days after notice is given by the terminating party;
• If Restaurant fails to pay fees when due under this agreement that are not the subject of a good faith dispute, which failure is not cured within 10 business days after OneTablet provides Restaurant with written notice, OneTablet may, in addition to pursuing any remedies available to it under the law, suspend its performance of Services until Restaurant pays the undisputed fees in full, or immediately terminate this agreement following notice to Restaurant; or
• Either party becoming insolvent or the subject of a bankruptcy, conservatorship, receivership or similar proceeding, or making a general assignment for the benefit of its creditors.

Following termination, Restaurant must uninstall and destroy all copies of the Software in its possession and discontinue use of the Services.

Intellectual Property

Restaurant acknowledges and agrees that, as between Restaurant and OneTablet, OneTablet exclusively owns all rights, title, and interest in, to and related to the Software and the Services, as such may be modified, upgraded and/or enhanced from time to time, including all ownership and intellectual property rights therein resulting from or relating to performance of the Services, including, patents, copyrights, trademarks, trade secrets, rights of publicity, rights of privacy, sui generis database rights, moral rights, and other intellectual property or proprietary rights anywhere in the world. All other rights in and to the Services are expressly reserved by OneTablet and the respective third-party licensors.

Restaurant hereby acknowledges and agrees that OneTablet may, by means of the Software or Services, gather and compile Order Data, and that OneTablet may use such data for any lawful purpose which may include disclosure to third parties for OneTablet's commercial purposes. Restaurant hereby consents to such gathering, compilation and disclosure.

Neither party may use any trademark service marks, names, logos, or other identifiers of the other party without the other party's prior written consent; however, Restaurant may use OneTablet's name for the purpose of source attribution and OneTablet may publicly identify Restaurant as a customer and may generally describe the Services provided to Restaurant as part of OneTablet's sales and marketing efforts. Each party authorizes the other party to use its trademarks to the extent permitted in this subsection (c), subject to usage guidelines that the other party may provide.

Fees and Payment Terms

Fees. For its use of the Services, Restaurant agrees to pay OneTablet all applicable fees as outlined in the Onboarding Form and/or as selected through the Stripe subscription interface, until the effective termination date of this agreement.

Payment Due Dates. Fees are due automatically on each billing date as set forth in Restaurant's subscription plan. Restaurant is responsible for maintaining valid and up-to-date payment information and ensuring sufficient funds are available at the time of billing. Any unpaid amounts remaining 30 days or more after the due date may be subject to a late fee of 1.5% per month or the maximum permitted by law, whichever is lower.

Payment Method. Restaurant authorizes OneTablet (or its third-party billing provider, including but not limited to Stripe) to charge the applicable fees to the credit card or bank account provided. If Restaurant pays via ACH, it affirms that the bank account has been verified and authorized for use prior to the start of Services. Services are deemed to have commenced when any feature listed in Section 1(d) becomes available to Restaurant.

Taxes. All fees are exclusive of Taxes. Restaurant is solely responsible for paying any applicable Taxes related to the Services (excluding taxes based on OneTablet's income), including any interest or penalties. No amounts shall be withheld from payments to OneTablet.

Additional Services. If Restaurant elects to receive additional services during the Term, such services shall be governed by a separate written agreement outlining the scope, pricing, and any applicable third-party terms or policies. Restaurant agrees to comply with the third-party provider's terms of service and policies applicable to such services.

Fee Increases. OneTablet may adjust subscription fees by providing at least 30 days' written notice. Such changes will take effect at the start of the next applicable billing cycle following the notice period.

Confidentiality

During the Term and for five years thereafter, neither party shall disclose Confidential Information disclosed to it by the other party or use such information other than for purposes of the agreement. "Confidential Information" means all communications, documents and other information, whether in written, oral, electronic, or other form, which a party furnishes or otherwise discloses (the "Discloser") to the other party (the "Recipient") relating to the business relationship between OneTablet and Restaurant, including the terms of this agreement.

Confidential Information does not include any information that:

• is or becomes generally known to the public not as a result of a disclosure by the Recipient;
• is already known by the Recipient prior to disclosure by the Discloser;
• is received by the Recipient from a third party without restriction on disclosure and without breach of any confidentiality agreement by such third party; or
• is independently developed by the Recipient without reliance upon the Discloser's information.

After the termination or expiration of the agreement, at the Discloser's written request, the Recipient shall promptly (but no later than 14 days following the request) destroy the Discloser's Confidential Information and certify in writing that this action has occurred. Recipient may retain Confidential Information to the extent contained in deleted emails and electronic documents which are archived by or on behalf of Recipient consistent with Recipient's standard archival processes but which, in the ordinary course of operations, are not accessible by the individuals who created or received such emails or documents.

Restaurant Information

Restaurant shall defend and indemnify OneTablet and its shareholders, directors, officers, employees and agents, from and against any and all liabilities, damages, awards, settlements, losses, claims, and expenses, including reasonable attorneys' fees and costs of investigation (collectively, "Claims"), due to any claim by a third party arising from or in connection with (a) Restaurant's gross negligence, willful misconduct, or breach of any of its representations or obligations in this agreement, (b) Restaurant's use of third-party services (including breach of third-party service terms), or (c) any claim relating to the Services or Restaurant's use of the Services that is brought by or on behalf of an End User, employee or contractor of Restaurant, Delivery Partner, TOOS or point-of-sale company.

Limitation of Liability

Neither OneTablet nor its employees, agents, or affiliates is liable to Restaurant for any indirect, special, incidental or consequential loss or damages of any kind, or for any loss that could have been avoided by OneTablet's use of reasonable diligence, even if OneTablet had been advised or should be aware of the possibility of such damages. In no event is OneTablet liable to Restaurant for any punitive damages. The aggregate monetary liability of OneTablet and any of its employees, agents, subsidiaries, or affiliates under any theory of law will not exceed the lesser of (a) $500 and (b) the fees that Restaurant paid to OneTablet under this agreement in the three months preceding the first act giving rise to liability.

Disclaimer

Restaurant accepts the Services "as is", with no implied warranty of any kind, including implied warranties of merchantability, noninfringement of intellectual property rights, course of performance, course of dealing and usage of trade.

General

The parties agree to attempt to resolve any dispute relating to this agreement by mediation, which shall be conducted under the then-current mediation procedures of The CPR Institute or any other mediation procedures upon which the parties may agree. The parties further agree that their good-faith participation in mediation is a condition precedent to pursuing any other available legal (but not equitable) remedy.

Restaurant acknowledges that violating this agreement may cause substantial and irreparable injury to OneTablet for which remedies at law may not be adequate. Accordingly, Restaurant agrees that OneTablet shall be entitled to injunctive relief with respect to any breach, or threatened breach, of this agreement, and that such right shall be in addition to any other rights or remedies to which OneTablet may be entitled at law or in equity. The rights and remedies provided for in this agreement are cumulative and shall be in addition to any other rights and remedies provided by law or in equity.

Either party may commence the mediation process by providing written notice to the other party, setting forth the subject of the dispute and the relief requested. Within ten business days after the receipt of the notice, the other party shall deliver a written response. The initial mediation session will be held within 30 days after the initial notice. The parties agree to share the costs and expenses of the mediation (which does not include the expenses incurred by each party for its own legal representation in connection with the mediation).

The parties further agree that mediation proceedings are settlement negotiations, and that all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties or their agents will be confidential and inadmissible in any subsequent legal proceeding involving the parties; provided, however, that evidence that would be independently admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

The parties agree that any settlement agreement that they may enter into during the mediation process is fully binding and enforceable by any court with jurisdiction of the dispute. The party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys' fees, to be paid by the party against whom enforcement is ordered.

If a dispute is not settled by mediation, the parties agree that that the exclusive venue for the litigation of any claim arising out of this agreement will be the state and federal courts located in New York, New York. The parties irrevocably consent to the personal jurisdiction of these courts and irrevocably waive, to the fullest extent permitted by law, any objection thereto.

Governing Law. This agreement will be governed in all respects by the laws of the State of New York as they apply to agreements entered into and to be performed entirely within New York between New York residents, without regard to conflict of law provisions.

Force Majeure. OneTablet shall not be liable for any default or delay in the performance of its obligations hereunder due to acts of God, war, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond OneTablet's reasonable control and only for the duration of such event.

The parties agree that any controversy that may arise under this agreement is likely to involve complicated and difficult issues, and therefore each party irrevocably and unconditionally waives any right it may have to a trial by jury in any legal action relating to this agreement or the transactions contemplated hereby.

Except for notices pursuant to sections 2(b), 2(f), and 4, all notices regarding this agreement shall be delivered to Restaurant by OneTablet sending an email to the email address provided by Restaurant for the delivery of notices as set forth herein and to OneTablet by Restaurant sending an email to [email protected]. Notice shall be deemed given on the day of delivery.

Restaurant may not assign its rights or delegate its obligations under this agreement without OneTablet's prior written consent. OneTablet may assign its rights under this agreement. Any purported assignment in violation of this section will be void.