BEFORE YOU USE THE LET’S EAT PLATFORM ("PLATFORM" or “LET’S EAT PLATFORM”) OPERATED BY LET’S EATLTD. (“LET’S EAT,” “WE” OR “OUR”) PLEASE READ THESE TERMS CAREFULLY. BY EXECUTING THESETERMS OR BY USING THE LET’S EAT PLATFORM, YOU, ANY ENTITIES THAT YOU REPRESENT AND ALL OF YOUR PARTICIPATING STORE LOCATIONS ("YOU" OR "MERCHANT") AGREE TO BE BOUND BY THESE TERMS.

SECTION 18 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SECTION 18 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A CLAIMANTIN A REPRESENTATIVE ACTION OR PROCEEDING; AND YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE SEE SECTION 18 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

1. Definitions

• “Delivery API” means the Let’s Eat application programming interface (API) that allows the Merchant to exchange information with Let’s Eat.
• “Let’s Eat Data” shall mean any data or information that Let’s Eat generates or collects in connection with the provision or operation of the Let’s Eat Platform or the Let’s Eat Services provided under this Agreement, including transaction data and customer data, and any information or data it provides or makes accessible to Merchant through the Let’s Eat Platform, including without limitation Personal Information.
• “Customer” means the customer who places an order for Merchant Products through the Let’s Eat Marketplaceor PickUp.
• “Let’s Eat Marketplace” means Let’s Eat’s proprietary online communication platform where Customers can view and search for the menus of Merchants and/or place an order for Merchant Products via the Let’s Eatwebsite or mobile application for delivery by Let’s Eat to the Customer. This is also referred to herein as the Let’s Eat Platform.
• “Let’s Eat Services” means Let’s Eat Marketplaceand PickUp, as applicable.
• “Marketplace Orders” means orders for Merchant Products through the Let’s Eat Marketplace from Let’s Eat Customers.
• “Merchant” means the restaurant or other entity that has agreed to participate in the Let’s Eat Services.
• "Merchant Portal" is an online website, accessible at http://www.LetsEat.ky which Merchant may and regularly should review and confirm its transactions, fees and charges and account on the Platform.
• “Merchant Products” includes all products offered for take-out or delivery orders at Merchant Stores.
• “Merchant Stores” means the Merchant restaurant locations that participate in the Let’s Eat Services.
• “Marketplace Term” means the term of the agreement between Let’s Eat and Merchant for the Let’s Eat Marketplace.
• “Order” means a Marketplace Order or PickUp Order, as applicable.
• “Order Equipment” means and includes any equipment reasonably required by Let’s Eat for Merchant to receive and process Orders, including, without limitation, a tablet, fax machine, or other automated, electronic means of receiving Orders.
• "PickUp" means the online Let’s Eat communication platform where Customers can place an order for Merchant Products for pick up by the customer or the customer's agent at a Merchant location.
• “PickUp Term” means the term of the agreement between Let’s Eat and Merchant for the PickUp.
• “PickUp Term” means the term of the agreement between Let’s Eat and Merchant for the PickUp.
• “Promotion Fee” means the fees collected by Let’s Eat as a commission in exchange for promoting and featuring the Merchant and Merchant Store(s) on the Let’s Eat Platform, which is charged as a percentage of revenues transacted on the Let’s Eat Platform.
• “Schedule for Later Order” shall mean an Order to be fulfilled at a particular time later in the same day or at a later date.
• “Third Party Platform” means a technology interface, such as a middleware technology platform, other than the online order form and the Delivery API that enables Merchant to request delivery fulfillment and provide information necessary to enable such delivery fulfillment.

2. The Parties' Relationship

Let’s Eat provides an online marketplace platform using web-based technology that connects Merchants, Let’s Eat and customers ("Platform"), as described in these Terms for Let’s Eat Marketplaceand PickUp.Merchant and Let’s Eat agree they are independent businesses whose relationship is governed by these Terms. Nothing in the Parties' agreements, relationship or transactions shall create or be construed as creating an agency, partnership, fiduciary or joint venture relationship between Let’s Eat and Merchant (or Merchant's employees, representatives or locations) or Let’s Eat and customers. Except as expressly set forth in these Terms, each Party shall be responsible for its own expenses, profits and losses.

3. Marketplace Core Responsibilities

For Merchants that have agreed to participate in the Let’s Eat Marketplace, Let’s Eat and Merchant shall have the following responsibilities during the Marketplace Term:

a. Let’s Eat Core Responsibilities: Let’s Eat will:

• Display, as applicable, Merchant’s name, logo, photographs, a listing of the Merchant Stores and a menu of Merchant Products on the Let’s Eat Platform;
• Receive Marketplace Orders from Customers;
• Forward each Marketplace Order to the relevant Merchant Store; and
• Pick up the applicable Merchant Product(s) from the Merchant Store to deliver to the Customer.
• Pay the Merchant in accord with the Parties' agreements, deducting applicable Promotion Fees, marketing fees, subscription fees and, activation fees.

b. Merchant Core Responsibilities: Merchant will, in a timely manner:

• Provide Let’s Eat with the Merchant’s in-store or take-out menu, including the price of each item on such menu;
• Monitor Merchant’s menu and store information on the Let’s Eat Marketplace, promptly make updates via the Merchant Portal to reflect the most up-to-date products, pricing and other information or immediately notify Let’s Eat of any errors or changes in writing;
• Accept all Marketplace Orders placed by Let’s Eat from Merchant’s then-current menu;
• Confirm all Marketplace Orders from Let’s Eat;
• Prepare the Merchant Products for each Marketplace Order for pickup by a Let’s Eat at the designated time;
• Process Marketplace Orders in the order in which they are received;
• Notify Let’s Eat of any changes to the pricing, availability, description, or other characteristics of the Merchant Products;
• Notify Let’s Eat of its days and hours of operation, and remain open for business on Let’s Eat the same days and hours of operation as Merchant’s in-store business; notify Let’s Eat of any changes to Merchant’s hours of operations on holidays; and notify Let’s Eat if Merchant closes earlier than Merchant’s standard hours of operation or plans to close earlier than Merchant’s standard hours of operation;
• Provide the same utensils, napkins, bags and other materials that Merchant would typically provide in a standard take-out or delivery order;
• Use its standard business practices to prepare the Merchant Products that are the subject of each Marketplace Order; and
• On an ongoing basis, review and confirm the transactions, fees and charges on orders via the Merchant Portal, and promptly communicate to Let’s Eat any inaccuracies.

4. PickUp Core Responsibilities

For Merchants that have agreed to participate in the PickUp program, during the PickUp Term, Let’s Eat will have the same responsibilities as set forth in Section 3(a)(i) - (a)(iii) and Merchant will have the same responsibilities as set forth in Section 3(b)(i) - (xi).

5. Refunds and Re-Orders:

Refunds and re-orders will be addressed as follows:

• Marketplace Refunds.In the event that Let’s Eat, in its sole reasonable discretion, has to issue a refund, credit or re-order on aCustomer’s Order, Merchant will prepare the food to the same specifications as the original Order (in the case of a re-order) and bear the full cost of that refund, credit or re-order, as applicable, unless the refund, credit or re-order is due to the gross negligence or willful misconduct of Let’s Eat.
• Drive Refunds. Merchant acknowledges and agrees that Let’s Eat shall be responsible only for facilitating the delivery of Merchant Product(s) to Customers, and, if applicable, providing delivery status updates to Customers. Merchant shall be solely responsible for any customer complaints regarding Merchant Product(s), including without limitation, complaints regarding the nature, quality, content, number, or packaging of Merchant Product(s). Merchant agrees not to refer any Customer complaints directly to Let’s Eat. Any complaints regarding the timeliness or quality of Let’s Eat delivery service shall be reported by Merchant to Let’s Eat. If Merchant elects to refund a Customer for any reason, such election shall not obligate Let’s Eat to provide a corresponding reimbursement to Merchant. In the event that a Merchant Product has been visibly damaged with proof from customer, Let’s Eat may reimburse Merchant for all or a portion of the order subtotal. For the purposes of this agreement, “Merchant Product” is the actual food or beverage item, not the packaging that contains the Merchant Product. In no event shall Let’s Eat be obligated to issue any refunds directly to Customers.
• PickUp Refunds. Let’s Eat shall be responsible for customer support issues relating to the ordering of Merchant Products and issues relating to a Customer’s Let’s Eat account. All other customer issues or complaints will be Merchant’s sole responsibility. In the event that Let’s Eat, in its sole discretion, determines to issue a refund, credit or re-order for an Customer’s Order, Merchant will prepare the food to the same specifications as the original PickUp Order (in the case of a reorder) and bear the full cost of that refund, credit or re-order

6. Order Equipment

With respect to the Let’s Eat Marketplace, Merchant will install any equipment, software, or connect to any application programing interface reasonably required by Let’s Eat for Merchant to receive and process Orders (including, without limitation, a tablet, fax machine, or other automated, electronic means of receiving Orders) (“Order Equipment”). If any Order Equipment is provided by Let’s Eat, Merchant will pay Let’s Eat an Order Equipment fee, as agreed to by the Parties, in exchange for the right to use the Order Equipment to access the Let’s Eat Platform in order to receive, process, and accept Marketplace Orders. Any Order Equipment provided by Let’s Eat will remain Let’s Eat’s sole property and may be used solely for purposes related to fulfilling Merchant’s responsibilities under this Agreement. Merchant will inspect all hardware, and shall notify Let’s Eat in writing if any Order Equipment is missing or was damaged as soon as practicable after discovering such damage. Let’s Eat may restrict or rescind Merchant’s right to use the Let’s Eat Platform at any time. Merchant will be responsible for any damage to or loss of any Order Equipment provided by Let’s Eat (excluding ordinary wear and tear), which will be promptly reimbursed by Merchant (at the replacement cost thereof). Let’s Eat may recover the replacement cost of damaged or lost Order Equipment by deducting such amount from bi-weekly payments. Merchant agrees to pay all subscription fees and deposits reasonably charged by Let’s Eat for Order Equipment, and agrees Let’s Eat may deduct such fees and deposits from amounts payable by Let’s Eat to Merchant.

7. Payment, Fees, Title and Taxes

Payment, fees, and taxes shall be addressed as follows:

• Let’s Eat Marketplace and PickUp. Payment for Marketplace Orders fulfilled by Merchant will be settled to the Merchant’s bank account bi-weekly on a consistent day of the week, subject to change with no less than 10 days’ notice to Merchants by email or service notification, provided that Let’s Eat shall be entitled to deduct from such settlement payments Promotion Fees, marketing fees, activation fees and subscription fees. If Merchant has opted for Let’s Eat to provide Order Equipment, Let’s Eat will also deduct a bi-weekly Order Equipment fee, as agreed to by the Parties, in exchange for the Merchant’s right to use the Order Equipment to access the Let’s Eat Platform in order to receive, process, and accept Orders. Merchant agrees Let’s Eat may charge the customer fees, including but not limited to a delivery fee, a service fee, a surcharge fee, and/or small order fee where applicable, as well as an additional markup for Merchant Products, in Let’s Eat's sole discretion, and, in such circumstances, the additional mark-up will be added to the Promotion Fee. Merchant shall be responsible for any and all applicable taxes, duties, and other governmental charges, if any, on the sale of Merchant Products under this Agreement and for remitting such taxes, duties, and other governmental charges to the appropriate authorities. In the event that Merchant raises the price for a menu item, Let’s Eat shall not be required to remit the higher price to the Merchant until 3 business days after the Merchant first provides notice to Let’s Eat of such pricing change.
• Fees. Let’sEat’s Promotion Fee is equal to 25% of the subtotal for each order. For the avoidance of doubt, Let’s Eat reserves the right to change the customer fees, including but not limited to Delivery Fee, Service Fee, Surcharge Fee, and SmallOrder Fee where applicable. Merchant agrees Let’s Eat may charge the customer fees, including a Delivery Fee, Service Fee,Surcharge Fee, and Small Order Fee where applicable.
• Review: Merchant agrees, on an ongoing basis, to review and confirm its transactions, fees and charges on orders and invoices and via the Merchant Portal, and to promptly communicate to Let’s Eat in writing any claimed inaccuracies, so that Let’s Eat has the prompt opportunity to address and resolve any issues and so such issues do not persist, which Let’s Eat and Merchant agree is in the best interests of both parties and their commercial relationship. Merchant agrees to communicate to Let’s Eat any disagreement, non-conformity or any issue with any transaction, fee, charge or order within 60 days of the transaction, fee or order. Merchant shall be deemed to have acquiesced in and ratified, and to have waived any claim or objection regarding, each transaction, fee, charge and order if Merchant does not communicate a written claim or objection to Let’s Eat regarding such transaction, fee, charge or order within such 60-day period.
• Title: Merchant agrees that Merchant holds title to Merchant Products the subject of any Order until the goods are picked up from Merchant by Let’s Eat or Customer (as applicable), at which point title passes from the Merchant to the Customer. Merchant agrees that Let’s Eatdoes not hold title to or acquireany ownership interest in any Merchant Products that Merchant prepares or provides through the Platform.

8. Payment Processing

Payment processing services for Merchants on the Let’s Eat Marketplace and PickUp are provided by Stripe and are 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 and the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Let’s Eat enabling payment processing services through Stripe, Merchant agrees to provide Let’s Eat accurate and complete information about Merchant’s representative and its business, and Merchant authorizes Let’s Eat to share it and transaction information related to Merchant’s use of the payment processing services provided by Stripe. Stripe has been audited by a PCI-certified auditor and is certified to PCI Service Provider Level 1.

9. Merchant Content and Trademark; Photographs of Menu Items

• During the Marketplace Term or PickUp Term, as applicable, Merchant grants to Let’s Eat a worldwide, royalty-free, non-exclusive, limited, revocable, non-transferable, non-sublicenseable right and license to use, modify, and display the Merchant Content in the provision of providing services to Merchant. As used herein, “Merchant Content” includes, without limitation, menus, photographs (either provided by Merchant or on Merchant’s website), trademarks, logos and other materials provided by Merchant to Let’s Eat.
• If photographs of Merchant’s menu items are not available or if they do not meet Let’s Eat’s requirements, as reasonably determined by Let’s Eat, then Merchant consents to Let’s Eat capturing an image ortaking photographs of Merchant’s menu items and display such photographs on the Let’s Eat Marketplace as representations of Merchant’s menu items; provided that Merchant may contact Let’s Eat support to have such photographs removed from the Merchant’s store listing and, in such event, Let’s Eat will comply in a timely manner.

10. 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. Without limiting the foregoing, Let’s Eat Data is the Confidential Information of Let’s Eat (and not of the Merchant).
• Confidential Information does not include information that: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed to the Receiving Party in connection with this Agreement; (ii) was or becomes public domain other than by the fault of the Receiving Party; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not at the time under any obligation to maintain its confidentiality; or (iv) the Receiving Party can demonstrate by documentary records was independently developed by the Receiving Party without access to, use of or reference to any Confidential Information.
• The Receiving Party shall: (i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations in accordance with this Agreement; (ii) except where otherwise permitted by this Agreement, not disclose or permit access to Confidential Information other than to its or any of its employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors and legal advisors (“Representatives”) who need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement, and prior to any such disclosure are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; and (iii) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most/similarly sensitive information and in no event less than a reasonable degree of care.
• Where Let’s Eat is the Receiving Party, Let’s Eat may: (i) disclose and permit access to Merchant’s and its franchisee’s Confidential Information to Let’s Eat’s related corporate affiliates; and (ii) use, anonymise and/or aggregate Merchant’s and its franchisee’s Confidential Information for the purpose of providing or improving the Let’s Eat Platform or Let’s Eat Services.
• Where Let’s Eat is the Receiving Party, Let’s Eat may: (i) disclose and permit access to Merchant’s and its franchisee’s Confidential Information to Let’s Eat’s related corporate affiliates; and (ii) use, anonymise and/or aggregate Merchant’s and its franchisee’s Confidential Information for the purpose of providing or improving the Let’s Eat Platform or Let’s Eat Services.

11. Data Privacy and Security

1. General: Merchant acknowledges and agrees that (i) the rights, title and interest in Let’s Eat Data is owned by Let’s Eat and that Let’s Eat will access, collect, store, retain, transfer, use, disclose or otherwise process in any manner Let’s Eat Data, including without limitation Personal Information (including information about Merchant’s franchisees provided by Merchant to Let’s Eat under this Agreement), and (ii) Let’s Eat may disclose data and information relating to, or in connection with, transactions between Merchant’s franchisees and Customers with Merchant. Merchant agrees not to access, collect, store, retain, transfer, use, disclose or otherwise process in any manner Let’s Eat Data, including without limitation Personal Information, except as required to perform under this Agreement and in accordance with the Data Protection Law, 2017. Merchant shall keep Let’s Eat Data secure from unauthorized access and maintain the accuracy and integrity of Let’s Eat Data in Merchant’s custody or control by using appropriate organizational, physical and technical safeguards. If Merchant becomes aware of any unauthorized access to Let’s Eat Data, Merchant will immediately notify Let’s Eat, consult and cooperate with investigations and potentially required notices, and provide any information reasonably requested by Let’s Eat. Merchant agrees to implement and use security procedures, protocols or access credentials as reasonably requested by Let’s Eat and will be responsible for damages resulting from Merchant’s failure to comply. Merchant will not allow any third party to use the Let’s Eat Platform; copy, modify, rent, lease, sell, distribute, reverse engineer or otherwise attempt to gain access to the source code of the Let’s Eat Platform; damage, destroy or impede the services provided through the Let’s Eat Platform; transmit injurious code; or bypass or breach any security protection on the Let’s Eat Platform. Where Merchant party becomes aware of any “personal data breach” (as that term is defined in the Data Protection Law, 2017) in respect of Personal Information in its possession or control received from Let’s Eat, Merchant must promptly notify Let’s Eat and cooperate with investigations regarding the same.
2. Delivery API: During the Term, Let’s Eat grants to Merchant a non-exclusive, royalty-free, non-assignable, non-transferable, non-sublicensable, revocable, limited, fully paid-up license to access the Delivery API solely to transmit information to facilitate the Let’s Eat Drive services. Merchant will not and will not permit or authorize any third party to (i) sell, license, rent, resell, lease, assign (except as permitted herein), transfer, or otherwise commercially exploit the Delivery API; (ii) circumvent or disable any security or other technological features or measures of, or otherwise gain or attempt to gain unauthorized access to the Delivery API; (iii) reverse engineer, dissemble, decompile, or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure, or organization of the Delivery API; (iv) use the Delivery API in any manner or for any purpose that violates any law or regulation; and (v) use the Delivery API for a reason other than as specifically provided or intended under this Agreement. Each Party agrees not to perform any action with the intent of introducing to the other Party’s systems, products, or services (including the Delivery API) any viruses, worms, defect, Trojan horses, malware, or any items of a destructive nature.

12. Termination

Merchant may terminate this Agreement for any reason at any time upon 7 days prior written notice. Let’s Eat may terminate this Agreement or any promotion under this Agreement for any reason at any time upon written notice. Email shall suffice for written notice. Neither Merchant nor Let’s Eat 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 for any expenditures, investments, leases or commitments made by either Merchant or Let’s Eat.

13. Modifications

Let’s Eat 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. Let’s Eat may, at its sole discretion, remove Merchant Products or Stores from the Let’s Eat Marketplace if Let’s Eat determines that such Merchant Product or Merchant Store could subject Let’s Eat to undue regulatory risk, health and safety risk, or other liability. Let’s Eat also may revise these Terms from time to time. The changes will not be retroactive, and the most current version of the terms will be at http://www.LetsEat.ky . We will notify Merchants of material revisions via a service notification or an email to the email address 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. If you do not agree to the revised Terms, you may terminate this Agreement by notice to Let’s Eat.

14. Representations and Warranties; Additional Responsibilities; Warranty Disclaimer

1. Merchant 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.
2. Merchant 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, and (ii) all applicable laws related to third party intellectual property and other proprietary rights.
3. Merchant further represents, warrants and agrees that (i) it will comply with all applicable laws, rules, standards and regulations relating to licenses, health, food packaging and accessory items (including but not limited to foodware, plasticware, and other disposable restaurant supplies), and food safety and sanitation, (ii) it has informed Let’s Eat of any required consumer-facing warnings, charges, opt-in requirements, and instructions associated with Merchant Product(s) and it will inform Let’s Eat of any such warnings, charges, opt-ins, and instructions that become required in the future, (iii) it will disclose common allergens in any Merchant’s menu items listed on the Let’s Eat Marketplace, (iv) it will not include any age-restricted products (including but not limited to alcohol and tobacco) in Merchant’s menus on the Let’s Eat Marketplace or request delivery of any age-restricted products through the Let’s Eat Platform without first entering into a separate agreement with Let’s Eat memorializing the promotion, sale and delivery of such products in compliance with the applicable laws of the jurisdiction in which such products will be sold, (v) it will not disclose any information related toa consumer to a third party (except as required to comply with law or pursuant to a court order) and (vi) it will comply with its obligations under Section 3(b)(iii) and 3(b)(iv) of this Agreement.
4. EXCEPT AS EXPRESSLY EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, LET’S EAT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LET’S EAT PLATFORM, THE DELIVERY API, EQUIPMENT OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, SATISFACTORY QUALITY OR RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Merchant 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 Let’s Eat shall not be responsible to Merchant 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 Let’s Eat services or Platform. 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.

15. Indemnification

Merchant will defend, indemnify, and hold harmless Let’s Eat, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, and agents from and against any and all direct or indirect claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively “Losses”) with respect to any third-party claims arising out of or related to: (i) any bodily injury (including death) or damage to tangible or real property to the extent caused by the Merchant, its personnel or Merchant Products; (ii) any claims that Merchant breached its representations, warranties or covenants set forth in this Agreement; (iii) the violation of the intellectual property of the third party by the Merchant’s logos, trademarks, trade names, menus, documentation, or other intellectual property; (iv) any and all Losses related to any violation or alleged violation of any applicable retail food or other health and safety code, rule, or regulation related to Merchant Product(s), except to the extent such Losses were caused directly by the gross negligence or willful misconduct of Let’s Eat. Let’s Eat assumes no liability, and shall have no liability, for any infringement claim pursuant to section 15(iii) above based on Merchant’s access to and/or use of the Let’s Eat Platform following notice of such an infringement claim; any unauthorized modification of the Let’s Eat Platform by Merchant; or Merchant’s combination of the Let’s Eat Platform with third party programs, services, data, hardware, or other materials which otherwise would not result in such infringement claim.

16. Limitation of Liability

EXCEPT WITH RESPECT TO MERCHANT’S OBLIGATIONS UNDER SECTION 15 (INDEMNIFICATION), DAMAGES ARISING FROM GROSS NEGLIGENCE OR WILFUL MISCONDUCT, UNPAID FEES OWED TO LET’S EAT BY MERCHANT IN EXCESS OF THE BELOW LIMIT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, (I) NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT, FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, HARM TO GOODWILL, OR THE COSTS FOR PROCURING REPLACEMENT SERVICES, WHETHER BASED ON TORT, CONTRACT OR ANY OTHER LEGAL THEORY (INCLUDING NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) EACH PARTY’S MAXIMUM AGGREGATE LIABILITIES RELATED TO OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS (USD $1,000) , WHETHER BASED ON TORT, CONTRACT OR ANY OTHER LEGAL THEORY (INCLUDING NEGLIGENCE). THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

17. Insurance

During the term of the Agreement and for one year after, Merchant will maintain adequate insurance in amounts not less than as required by law or that is common practice in such Merchant’s business. Upon request, Merchant will provide the other with current evidence of coverage. Such insurance shall not be cancelled or materially reduced without thirty (30) days prior written notice. In no event shall the limits of any insurance policy be considered as limiting the liability of a party under this Agreement.

18. Dispute Resolution

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH LET’S EAT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 18OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”.

1. Scope of Arbitration Agreement. Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including the breach, termination or validity thereof, shall be finally resolved by binding arbitration, rather than in court, except that (1) you may assert small claims in Summary Court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-representative) basis; and (2) you or Let’s Eat may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply to all disputes arising from or relating to the subject matter of this Agreement or the relationship between the parties and their personnel. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement. CLAIMS MAY HAVE BEEN FILED AGAINST LET’S EAT—AND OTHERS MAY BE FILED IN THE FUTURE—THAT ATTEMPT TO ASSERT CLAIMS IN A REPRESENTATIVE ACTION, AND BY ACCEPTING THIS ARBITRATION AGREEMENT YOU ELECT NOT TO PARTICIPATE IN SUCH CASES. IF YOU AGREE TO ARBITRATION WITH LET’S EAT, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST LET’S EAT IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
2. Arbitration Rules and Forum. Arbitration will be conducted by the Cayman Islands Association of Mediators and Arbitrators under its then-current arbitration rules and pursuant to the terms of this Agreement.
3. Arbitrator Powers The arbitrator, and not any court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Let’s Eat. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Let’s Eat.
4. Waiver of Class or Consolidated Actions; Severability. YOU AND LET’S EAT AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVEBASIS. CLAIMS OF MORE THAN ONE MERCHANT CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Let’s Eat is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in Section 22, and all other provisions of this Section 18 (Dispute Resolution) shall remain in force. If any provision of this Section 18 is adjudged to be void or otherwise unenforceable, in whole or in part, the void or unenforceable provision shall be severed and such adjudication shall not affect the validity of the remainder of this Section 18.
5. Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Let’s Eat can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Let’s Eat in writing of your intention to opt out by sending a letter to: Let’s Eat, 11 Ashgo Street, George Town, Grand Cayman, KY1-1101. Any attempt to opt out by email will be ineffective. To be effective, your opt-out notice must be postmarked no later than 30 days after your first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Let’s Eat username (if any), the email address you used to set up your Let’s Eat account (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. The letter may opt out, at most, only one Merchant, and letters that purport to opt out multiple Merchants will not be effective as to any. No Merchant (or his or her agent or representative) may effectuate an opt out on behalf of other persons. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us.
6. Survival This Arbitration Agreement will survive any termination of your relationship with Let’sEat.
7. Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Let’s Eat makes any future material change to this Arbitration Agreement, it will not apply to anyindividual claim(s) that you had already provided notice of to the Let’s Eat.

19. Franchisees

Franchisees operating a restaurant concept licensed by Merchant may participate in the Program pursuant to the terms and conditions of this Agreement provided that the individual franchisee: (1) is in compliance with its franchise agreement; and (2) enters into an agreement in substantially the same form as the Supplemental Agreement provided by Let’s Eat to the Franchisee. The parties anticipate that, in the normal course of performance, Let’s Eat and Franchisee will enter into future promotions where written amendment to this Agreement is not necessary and the parties’ performance is sufficient and the terms of this Agreement and will apply.

20. Partner Code of Conduct

Merchant agrees to comply with the Partner Code of Conduct (available at http://www.LetsEat.ky) which may be updated by Let’s Eat from time to time. If Merchant does not agree with those amendments, Merchant may immediately terminate this Agreement.

21. Communications from Let’s Eat

Merchant agrees to accept and receive communications from Let’s Eat and/or its affiliated companies, including via email, text message, calls, and push notifications to the mobile telephone number Merchant provides to Let’s Eat. Merchant acknowledges that Merchant may receive communications generated by automatic telephone dialing systems and/or which will deliver pre-recorded messages sent by or on behalf of Let’s Eat and/or its affiliated companies. Merchant may opt out of such communications in Merchant’s Account Settings, by following the instructions set up in the communication, (for example, by replying “STOP” from the mobile device receiving such messages), or where that communication has been sent by, or on behalf of, Let’s Eat, by emailing Let’s Eat at Let’s Eat, 11 Ashgo Street, George Town, Grand Cayman, KY1-1101.

22. General Provisions

These Terms constitute an integrated Agreement between the parties, which supersedes all prior agreements and communications of the parties, oral or written, with respect to the subject matter hereof. The rights and obligations set forth in these Terms, which by their nature should, or by their express terms do, survive or extend beyond the termination or expiration of these Terms shall so survive and extend. This Agreement is governed by and interpreted in accordance with the laws of the Cayman Islands without regard to the conflicts of laws principles thereof. Merchant agrees that, except as set forth above in Section 18 (“Dispute Resolution”), the parties hereby consent to non-exclusive jurisdiction in the courts of the Cayman Islands. Merchant may not assign this Agreement in whole or in part without Let’s Eat’s prior written consent, which Let’s Eat will not unreasonably withheld. Let’s Eat may freely assign this Agreement. This Agreement is 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. All notices, requests, consents and other communications under the Parties' agreements must be in writing, and delivered by overnight courier to the addresses provided by Merchant to Let’s Eat in writing (or any updated address properly noticed hereunder). Let’s Eat’s address is Let’s Eat, 11 Ashgo Street, George Town, Grand Cayman, KY1-1101. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained here.