Partner Places Agreement

Effective: September 10, 2019

1. Contractual Relationship
This Agreement ("Agreement") is made and entered into by and between the partner place ("PARTNER PLACE / RESTAURANT"), the undersigned contractor ("INDEPENDENT PARTNER"), an independent partner engaged in the business of performing the transportation / customer acquisition services described by this Agreement, and BERYMO, Inc. ("BERYMO" or/and "BERYMO PLACES"). This Agreement will become effective on the date it is accepted regardless of whether you are eligible to, or ever do, perform any Contracted Services.

BEFORE YOU PARTICIPATE IN THE PROGRAM(S) OPERATED BY BERYMO, INC. (“BERYMO”) THAT ARE COVERED BY THESE BERYMO PARTNER PLACES TERMS OF USE (“PARTNER PLACES TERMS” ), PLEASE READ THESE TERMS CAREFULLY. BY EXECUTING THE PARTNERSHIP PROGRAM WITH BERYMO, YOU OR THE ENTITY THAT YOU REPRESENT AGREE ON BEHALF OF ALL PARTICIPATING RESTAURANT LOCATIONS TO BE BOUND BY THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS.
2. Berymo Core Responsibilities.
Berymo will:
- Display Berymo Places logo; a listing of the partner places that are listed on the "Berymo Places Website" or later added by an exchange of emails.
- Accept transportation requests for Partner Places through Berymo's proprietary system (the “Berymo Web Platform”) from Berymo Riders (“Customers”);
- Forward each transportation request to the relevant Place; and
- Forward each transportation request to a third-party delivery contractor (“Berymo Driver”), so that the Driver can pick up the rider ("customer") to transport to the Place. If Berymo determines that the Place could subject Berymo to undue regulatory risk or other liability, then Berymo may remove such Place from the Berymo Platform.
3. Partner Place Responsibilities.
Partner Place will:
- Provide Berymo Places with some of the Place's in-store menu, and notify Berymo Places of any updates made to the Place’s in-store menu within 2 business days from the date of change;
- Confirm all ride request from Berymo Places in a prompt and timely manner by being online;
- Prepare the designated seating for each transportation request for the rider ("customer");
- Notify Berymo Places of any changes to the pricing, availability, description, or other characteristics of the Place Menu;
- Notify Berymo Places of any changes to Place’s hours of operations on federal holidays, and notify Berymo Places if a Place closes earlier than Place’s standard hours of operation or plans to close earlier than Place’s standard hours of operation;
- Notify all Place staff members of the relationship with Berymo Places immediately upon execution of this Agreement; and Provide the Berymo code.
- Pay a service fee per customer who has been checked-in at the place;
- Schedule Payments on every Monday ( if your service fee exceeds $100 daily, you will be charged immediately instead on Monday due to payments we make to our drivers.)
4. Request Cancellations and Non Checked in Customer
In the event of the trip request cancellation by the customer ("rider") and/or non checked-in customer, Berymo Places will pay the full amount to the place which has been requested by the customer.
5. Use of Place Trademark and Content
For so long as the Place Agreement remains in effect, Place grants to Berymo Places a royalty-free, non-exclusive, limited, revocable, non-transferable right and license to use the content, including without limitation, menus, photographs, trademarks, and logos provided by Place to Berymo Places to use in providing services to the Place.
6. Confidential Information
The term “Confidential Information” shall mean any confidential or proprietary business, technical or financial information or materials of a party (“Disclosing Party”) provided to the other party (“Receiving Party”) in connection with this Agreement, whether orally or in physical form, and shall include the terms of this Agreement.
7. Data Privacy
Place agrees not to access, collect, store, retain, transfer, use or otherwise process in any manner Berymo Data, including without limitation Personal Information, except as required to perform under this Agreement. Place shall keep Berymo Places Data secure from unauthorized access and maintain the accuracy and integrity of Berymo Places Data in Place’s custody or control by using appropriate organizational, physical and technical safeguards. If a Place becomes aware of any unauthorized access to Berymo Places Data, Place will immediately notify Berymo Places, consult and cooperate with investigations and potentially require notices, and provide any information reasonably requested by Berymo Places.
8. Termination
Place may terminate this agreement for any reason at any time upon 10 days prior written notice. Berymo Places may terminate this agreement for any reason at any time upon written notice. Email shall suffice for written notice. Neither Place nor Berymo Places will be required to pay any fee in connection with a termination by either party, or be liable to the other as a result of termination of this Agreement for any damages, for the loss of goodwill, prospective profits or anticipated income, or on account of any expenditures, investments, leases or commitments made by either Place or Berymo Places.
9. Modifications
Berymo Places reserves the right, at its sole discretion, to change, suspend, or discontinue the Platform (including without limitation, the availability of any feature or content) at any time. Berymo Places also may revise these Terms from time to time. We will notify Partner Places of material revisions via a service notification or an email to the email associated with your account. By continuing to access or use the services after those revisions become effective, you agree to be bound by the revised Terms.
10. Representations and Warranties; Disclaimer
Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement without breaching any obligation to any third party. Place represents and warrants that it will comply with all applicable laws and regulations in its performance of this Agreement, including without limitation;

(i) all applicable data protection and privacy laws;

(ii) all applicable laws, rules, standards and regulations relating to licenses, health, food safety, and sanitation and

(iii) all applicable laws related to third party intellectual property and other proprietary rights.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BERYMO HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE BERYMO PLATFORM, EQUIPMENT OR SERVICES.

Place acknowledges that the operation of the Platform may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Berymo Places shall not be responsible for Place or others for any such interruptions, errors, or problems or an outright discontinuance of the Platform nor for any guarantee of results with respect to the Berymo Places services contemplated herein. Both Parties acknowledge that neither party has any expectation or has received any assurances for future business or that any investment by a party will be recovered or recouped or that such party will obtain any anticipated amount of profits by virtue of this Agreement.
11. General Provisions
Nothing in these Terms is to be construed as creating an agency, partnership, or joint venture relationship between Berymo Places and Place, and except as expressly set forth herein, each party shall be responsible for its own costs of performance hereunder. As set forth on the Place Agreement executed between Place and Berymo Places, these Terms form part of an Agreement between the parties, which supersedes all prior agreements and communications of the parties, oral or written, with respect to the subject matter hereof. Except as set forth herein, no amendment to, or waiver of, any provision of this Agreement will be valid unless in writing and signed by both parties. The waiver by any party of any breach or default will not constitute a waiver of any different or subsequent breach or default. This Agreement is governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws principles thereof. Place may not assign this Agreement in whole or in part without Berymo Place's prior written consent. Berymo Places may freely assign this Agreement. This Agreement will be binding upon, and inure to the benefit of, the permitted successors and assigns of each party, but shall not confer any rights or remedies upon any other third party.