1. This Restaurant Sign Up, and Agreement (“Agreement”) is by and between and among ZenDelivery, a Wyoming Corporation and (“ZenD”) having a business address of 370 RR 620 South, Suite 107 Austin, TX, 78734; email address: [email protected]; and the undersigned restaurant (“Restaurant”) whose name, business address, and email address are as indicated under section NAME OF RESTAURANT / RESTAURANT OWNER/CONTACT NAME.
2. Delivery In-House/Courier
Doordash Delivery Fee $6.75 ($8.75 in CA) for up to 5 miles. + $1.00/mile. First Delivery fees $5.75 first two miles and $.50 for every mile thereafter. It is not ZenD’s responsibility if the driver takes a portion of the food or does not fulfill the delivery.
3. Sales Deposits
ZenD will pay Restaurant all amounts earned from online orders less incurred fees within each week on the following Tuesday or Friday depending on acccountancy. Separate payouts will be made for each store location (if applicable). Payouts may be made via check or direct deposit at Restaurant’s option as selected above. Restaurant may change the payout method at any time by providing written notice to ZenD.
4. Customer Payments & Fees
4.1 Restaurant’s customers may order from the online menu using credit card, debit card, or via Paypal. Payment is deposited into a ZenD merchant account. The credit card processing rate is up to 3% + $0.30 per transaction.
4.2 Restaurant agrees to request customer refunds through the ZenD Dashboard backend application, or through ZenD customer support.
4.3 In the event of a chargeback, Restaurant agrees to work with ZenD to resolve chargeback to the customer's satisfaction. In the event the Restaurant does not assist with resolving the chargeback, Restaurant agrees to pay a fee of fifteen dollars ($15) per chargeback. ZenD agrees to provide instruction on how to avoid chargebacks.
4.4 ZenD reserves the right to charge a facsimile (fax) transmission fee of $0.10/pg per fax to orders requested via fax.
5. Term & Termination
5. 1 The term of this Agreement will begin upon execution of this Agreement and continue for a one (1) month subscription period (“Subscription Period”). This Agreement will automatically renew on a month-by-month basis after the original Subscription Period expires until terminated by either party.
5.2 Either party may terminate this Agreement with thirty (30) days’ written notice.
6. Non-Disclosure of Proprietary Information
6.1 “Proprietary Information” means any information of the ZenD which is (i) a trade secret, (ii) proprietary in nature, (iii) maintained in confidence, or (iv) identified or marked as such, or by its nature, information that reasonably appears to be confidential or proprietary, regardless of form, including, without limitation, (A) any information, technical data, content, or know-how relating to discoveries, ideas, inventions, concepts, software, equipment, designs, drawings, specifications, techniques, models, data, source code, object code, research, business plans, or opportunities, business strategies, projects or products under consideration; (B) customer lists and the identity of prospective clients; and (C) financial and employment information. “Confidential Information” also includes any information described above which ZenD has obtained from a third party and which such party treats as proprietary or confidential information.
6.2 Restaurant agrees not to use the Proprietary Information for any purposes other than in association with the purpose and scope of this Agreement and agrees to disclose the Proprietary Information only to those employees, affiliates or agents subject to a duty of confidentiality, and even then, only to those who have a need to know the Proprietary Information. Restaurant shall not use any of the Proprietary Information for any other purpose, and neither Restaurant nor its representatives or agents will use the Proprietary Information in any way detrimental to ZenD. Without limiting the foregoing, Restaurant and its representative and agents will not at any time use any of the Proprietary Information, in connection with soliciting, discussing, or offering employment or other association to any of the ZenD’s employees, sales representatives, or other agents, or in connection with soliciting any customers, suppliers, clients, or accounts of the ZenD. Restaurant agrees that it will use the same or a higher degree of care that Restaurant utilizes to protect its own Proprietary Information of a similar nature, but in no event less than a reasonable standard of care.
6.3 If Restaurant becomes legally compelled to disclose any Proprietary Information, Restaurant shall promptly, but in any event within ten (10) days, notify ZenD of such requirement before any disclosure is made so that ZenD may seek a protective order limiting disclosure or use of such information. If such protective order or other remedy is not obtained, Restaurant agrees that only that portion of the Proprietary Information which it is legally required to disclose will be disclosed, and Restaurant agrees to exercise its best efforts to obtain assurance that the Proprietary Information will be treated confidentially upon disclosure.
6.4 Restaurant shall mark any reproduction of the Proprietary Information with a legend substantially similar to that carried by the Proprietary Information as originally received.
6.5 Restaurant agrees to return or destroy all Proprietary Information upon termination of thisAgreement.
7. Intellectual Property & License
7. 1 “Intellectual Property” means all of the following which were, are or will be created, made, conceived or reduced to writing or practice by ZenD, or under ZenD’s direction or jointly with others, prior to or during the term of this Agreement: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice) and all improvements thereto, all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof; (ii) all trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith; (iii) all copyrightable works, all copyrights and all applications, registrations, and renewals in connection therewith; (iv) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists,pricing and cost information, and business and marketing plans and proposals); (v) all other proprietary rights; and (vi) all copies and tangible embodiments of any of the foregoing (in whatever form or medium).
7.2 ZenD hereby grants to Restaurant one (1) revocable license for use of the Intellectual Property to the extent necessary to implement and use ZenD’s online ordering ZenD and menu builder as provided herein. Such license shall expire upon termination of this Agreement.
7.3 Upon termination of the license, Restaurant agrees to cease use and return or destroy all Intellectual Property as directed by ZenD.
8. Property Ownership
8.1 ZenD acknowledges that Restaurant’s digital assets including but not limited to its Domain Name and App/Play Store Identity (“Digital Assets”) are fully owned by Restaurant, even if managed by ZenD. Upon termination of this Agreement, ZenD will remit responsibility for all of Restaurant’s Digital Assets to Restaurant.
8.2 All hardware provided by ZenD to Restaurant or any affiliate is owned in full by ZenD. Restaurant agrees to return all hardware upon request or termination of this Agreement. Hardware includes but is not limited to touch-screen tablets, printers, stands, etc.
9. General Terms
9.1 In the event Restaurant desires ZenD’s services for additional store location(s) owned by Restaurant, Restaurant shall notify ZenD and provide all information required in Sections 1-8 above for each location to be serviced. Such additional locations shall be serviced under the terms and conditions of this Agreement, and Restaurant agrees to be bound hereby with regard to each such additional location.
9.2 This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into this Agreement.
9.3 No Representations or Warranties.ZenD makes no promises, representations warranties, or guarantees concerning its services and expressly disclaims such, including that any of ZenD’s services will result in a profit, or will not result in a loss, to Restaurant. Restaurant is not relying upon any statements or representations by ZenD in entering into this Agreement and has had the opportunity to consultant its own competent personnel and is solely relying upon its own personnel, consultants, and business judgment.
9.4 Notice.All notices required under this Agreement shall be provided in writing via electronic mail or US Mail at the addresses provided on the first page of this Agreement. Restaurant may update contact information or other restaurant information or preferences on the online restaurant ZenD, and such update shall constitute notice of such change.
9.5 Choice of Law.This Agreement shall be governed and construed in accordance with the laws of the State of Texas, including all matters of construction, validity, performance, and enforcement, without giving effect to the principles of conflicts of laws. Restaurant consents to the exclusive jurisdiction of the courts in Texas(federal or state Court as may be appropriate) in any action arising out of or related to this Agreement. Restaurant agrees that any action by it or any claim arising out of this Agreement against ZenD arising from this Agreement will only be brought in a court located within the State of Texas.
9.6 This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and assigns.
9.7 This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which shall constitute one and the same instrument. A signature transmitted by facsimile or other electronic means shall have the same force and effect as an original signature.
10. Indemnification and Limitations of Liability
10.1 Restaurant agrees to indemnify and hold ZenD (and its agents and contractors) harmless and will not seek to impose any liability upon them for any interruption of online systems including online ordering, web presence, or other technical delay during the Pilot Stage or caused by the implementation of ZenD’s systems whether caused by any active or passive fault or otherwise.
10.2 To the fullest extent permitted by applicable law, the Restaurant will defend, hold harmless and indemnify ZenD (along with its agents and contractors) against any and all claims and actions , including, without limitation, attorneys fees, costs, expenses, judgments, fines, settlements, losses and other amounts or damages arising from or related to the work performed by ZenD under or related to this Agreement, including but not limited to website development, hosting, maintenance, ordering, delivery or accessibility, privacy or compliance issues.
10.3 ZenD and its agents and contractors shall not be liable to Restaurant for any equitable or implied indemnity, consequential, punitive or special damages related to work ZenD performs under this Agreement and in the event of any liability whatsoever by ZenD (and its agents and contractors) to Restaurant for any and all claims regardless of theory of liability, including for any active conduct or passive negligence to the fullest extent under the law, ZenD and its agents and contractors collectively, shall not be liable to Restaurant for any claims, damages, fees or costs in excess of the total amount of one (1) month’s revenue to ZenD from Restaurant arising out of this Agreement calculated based on the average preceding 12 months of revenue from Restaurant to ZenD. Restaurant is advised to obtain insurance for all losses arising from or related to its operations and intends to look solely to such insurance to the extent possible. The availability or amount of coverage by insurance does not alter or effect the limitations of liability in this section.
10.4 The statute of limitations for any claims by Restaurant arising out of or related to this agreement shall be the lesser of one (1) year from the first date work at issue in any such claim was performed, or the applicable statute of limitations under the law.
10.5 Cooperation.Both Parties agree to cooperate in good faith and provide any and all information to each of the other as may be necessary for the defense of any claim or action by third-party if any arising out of this Agreement.
10.6 Upon execution of this agreement. You hereby give authorization to ZenDelivery and authorized agent to become an authorized admin to your Google Business Account. Restaurant agrees to hold ZenDelivery harmless for any changes made.
11. Electronic Signature/Consent
By executing below Restaurant consents to the terms of this Agreement as well as warrants and represents that the signatory below has the authority to consent to such. My signature constitutes a valid and binding signature.