Say2eat, Inc. DBA Sauce is delighted to offer an online food ordering service for _____________ (the "Restaurant") in English (the "Service"), subject to the terms below and the Terms and Conditions attached as Exhibit A.

 

Say2eat, Inc. DBA Sauce Contact Details:

Phone Number: +1-888-477-1537

Email: Support@GetSauce.com

 

End Users: Your customers who wish to order the food via the Service.

 

Payment: You shall pay to Say2eat, Inc. DBA Sauce according to the pricing plan you agreed on, per messaging platform and per location -

 

• There are NO Subscription or Delivery Fees (for the first 5 miles) unless otherwise agreed upon between the sides/selected on the payment form. Any service fees/markups will go fully to Sauce.

• Extra Range Delivery Fees - Above the first 5 miles, for each additional 5 miles $3 for the restaurant, End User would pay the rest. 100% of tips for delivery orders are passed through to the delivery couriers.

• Catering Fees - 5% per order + Catering Delivery Fees of - 0-12 miles $35 or 12-20 miles $50 to be split (not evenly) between the Restaurant and the End User which would pay the rest. 100% of tips for catering delivery orders are passed through to the delivery couriers.​​​​​​​​

• ​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​Special terms could be approved via email/official quote​​.

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1. Service. Say2eat, Inc. DBA Sauce shall provide the Service through Your business private messages function. Say2eat, Inc. DBA Sauce shall use a customized system for receiving and processing the order placed through the private messages function and shall send it to You once order is done. The Service's features shall include:

   • Menu. The End Users shall be provided with the option to choose dishes out of the Restaurant's menu (the "Menu"). The Menu shall contain the Restaurant's dishes and prices provided to Say2eat, Inc. DBA Sauce by You. It is Your responsibility to update Say2eat, Inc. DBA Sauce with the available Menu dishes and prices and to make sure that all information is accurate.

   • End Users. End Users shall be requested to provide phone numbers and address for the delivery (the "Delivery Point").

   • Delivery of Orders. End Users shall be able to engage with the Service on a daily basis, during the Restaurant’s opening times provided by You to Say2eat, Inc. DBA Sauce, and to order any of the Menu dishes to the Delivery Point (the "Order"). Upon completion of an order by an End User, Say2eat, Inc. DBA Sauce shall send You a notice with each Order details by an email or fax to the Designated Address, or by any other way otherwise agreed to by You and Say2eat, Inc. DBA Sauce in writing (the "Delivery Notice"). It is Your responsibility to: (i) provide us with a valid Designated Address and Designated Phone; and (ii) to be available at such Designated Address and Designated Phone during Opening Hours. Say2eat, Inc. DBA Sauce shall be responsible only for the one-time delivery of the Delivery Notices and You solely shall be responsible to provide the Orders and any other actions.

2. Validation. The offer provided in this Form is for a period of 30 days starting on this Form First Receiving Date.

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The use of the Service is subject to the attached Terms and Conditions. Your signature on the website form confirms Your acceptance of the terms of this Form and the attached Terms and Conditions.

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Exhibit A

Say2eat, Inc. DBA Sauce Terms and Conditions  

These Terms and Conditions shall constitute a binding agreement between Say2eat, Inc. DBA Sauce and You (together with the Order Form to which these Terms and Conditions are attached to, the “Agreement"). Unless provided otherwise, all capitalized terms shall have the meanings as defined in such Form.

 

1.Terms. Subject to the terms of this Agreement, You are granted a personal, non-exclusive and non-transferable limited right to use and have End-Users use the Service during the Term (as defined below). You shall not, and shall ensure that Your employees, contractors, agents and affiliates shall not: (i) use any of part of the Service in violation of applicable laws, rules or regulations, including without limitation any food and health safety laws; (ii) copy all or any portion of the Service; (iii) modify, translate or create any derivative works based upon any part of the Service; (iv) reverse engineer, reverse assemble, decompile or otherwise attempt to derive source code from the Service or any part thereof; (v) use the Service other than in accordance with the terms of this Agreement. Use of the Service by End Users shall be made free of charge.

 

2.Payment.  The Setup Fee shall be paid within 7 days of the Effective Date (the “Term”). Monthly Fees shall be paid on the 1st day of the following month. Transactions Fees shall be deducted in real time. You shall be responsible for all fees and taxes resulting out of the Services (including but not limited to VAT, and any applicable Sales Tax, Federal Tax and State Tax), and for any clearing fee resulting out of any End User's payment. Processing fees - 2.9% + 30 cents paid by restaurant. If given without a monthly fee, the End User may pay a service fee per order that would go to Say2eat, Inc. DBA Sauce.

 

3.Proprietary Rights; Consents.

3.1.Say2eat, Inc. DBA Sauce's logo, commercial names and trademarks, the Service, Confidential Information (as defined below) and other materials of Say2eat, Inc. DBA Sauce are all owned by Say2eat, Inc. DBA Sauce as trade secrets or proprietary materials or information. In addition, all techniques, algorithms and processes contained in the Service or any modification and extraction thereof constitute trade secrets or proprietary materials or information of Say2eat, Inc. DBA Sauce.

3.2.Say2eat, Inc. DBA Sauce retains exclusive ownership of the Service and any patent, copyright, trade secret, trade name and other proprietary or intellectual property rights related to the Service. Say2eat, Inc. DBA Sauce reserves all rights to and in the Service and all feedback, modifications, improvements, reports, recommendations, inventions, specifications and other materials in connection with Your or the End Users' use of the Service, and all intellectual property rights therein, whether by Say2eat, Inc. DBA Sauce or by others (the “Developments”), as well as in all information generated by the use of the Service by You or others including among others the conversion of an [restaurant]'s menu into a file (collectively, the “Data”). You assign to Say2eat, Inc. DBA Sauce all of Your rights in the Developments and Data and agree to cooperate with the Say2eat, Inc. DBA Sauce as reasonably required to perfect such assignments.

3.3.You warrant and represent that by using the Services, each End User agrees that he or she has read, gave consent and validly accepted Say2eat, Inc. DBA Sauce's Terms of Use, as may be updated from time to time (for clarification, in case of an End User who is a minor, such consent and acceptance shall be provided by such End User's legal guardian).You further warrant and represent that You may not allow any End User that has not read, gave consent and validly accepted Say2eat, Inc. DBA Sauce's Terms of Use in accordance with this Section 2.3, to use the Service.

 

4.Confidentiality. Neither You nor Your directors, officers, consultants or employees will, except as expressly permitted under this Agreement, use, transfer, make available or disclose to any third party any non-public information regarding the Service, Data or any know-how, technical data and other information disclosed to You by Say2eat, Inc. DBA Sauce and any other proprietary material or information of Say2eat, Inc. DBA Sauce, including without limitation the Developments (collectively, “Confidential Information”). You shall keep Confidential Information in strict confidence and allow its use only by Your employees who have a need to know the Confidential Information for the purpose of the performance of this Agreement. You shall notify Say2eat, Inc. DBA Sauce in writing upon becoming aware of any misuse of misappropriation of Confidential Information. You may not, without Say2eat, Inc. DBA Sauce’s prior written consent, make any representation to a third party regarding Your approval or disapproval of the Service or Say2eat, Inc. DBA Sauce. Say2eat, Inc. DBA Sauce may disclose the existence of this Agreement. Say2eat, Inc. DBA Sauce may use Your name and logo for inclusion on Say2eat, Inc. DBA Sauce’s public materials and press releases.

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5.Warranty; Limitation of Liability.

5.1.Say2eat, Inc. DBA Sauce shall use its commercially reasonable efforts to materially comply with the description of the Service as provided on the Order Form. The sole remedy and exclusive liability for breach of this warranty shall be re-performance of Say2eat, Inc. DBA Sauce's obligations. Except as expressly provided above, THE SERVICE IS PROVIDED “AS IS”. Say2eat, Inc. DBA Sauce DISCLAIMS ALL OTHER WARRANTIES REGARDING THIS AGREEMENT, THE SERVICE OR ITS USE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR ACCURATE. YOU SHALL RELEASE Say2eat, Inc. DBA Sauce FROM ANY LIABILITY THAT MAY ARISE FROM ITEMS THAT YOU MAKE AVAILABLE THROUGH THE SERVICES. You acknowledge and agree that Say2eat, Inc. DBA Sauce shall not provide any logistics or courier services or any other services beside the Service, and shall have no responsibility for third party services used by Say2eat, Inc. DBA Sauce such as payment services or any private messages function or others.

5.2.Notwithstanding anything to the contrary, Say2eat, Inc. DBA Sauce’s entire and aggregate liability arising out of or in connection with this Agreement shall not exceed US$ 500.  IN NO EVENT WILL Say2eat, Inc. DBA Sauce BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST REVENUE, PROFIT OR DATA) HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT, INFIRNGEMENT OR OTHERWISE.

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6.Indemnification. You represent, covenant and warrant that You will use the Service only in compliance with Say2eat, Inc. DBA Sauce’s Terms and Conditions then in effect and all applicable laws and regulations, and shall indemnify and hold harmless Say2eat, Inc. DBA Sauce against any damages, losses, liabilities, costs and/or expenses including attorneys' fees and other legal expenses in connection with any claim or action that arises from: (i) Your use of Service (unless resulted from Say2eat, Inc. DBA Sauce's gross negligence); (ii) any third party's claim or action (including a claim or action by End User or his/her legal guardian) arising from the use of the Service, and/or from payment obligations and/or regarding pricing methods, including with respect to compromise of such third party's privacy; (iii) Your failure to redeem any of the Order's purchases; (iv) the quality, preparation and conditions of the food and beverages; (v) Your failure to comply with any applicable laws; or (vi) any of Your obligations under this Agreement.

 

7.Termination. The Agreement shall be effective during 12 months starting on the Effective Date (the “Term”), and shall automatically renew for 12-month periods constantly. During the renewal period either party may terminate this Agreement for convenience upon a 30-day prior written notice before the end of the 12 months. In addition, either party may terminate this Agreement with immediate effect if the other party has materially breached this Agreement and has failed to cure such breach within 14 days from the non breaching party's written notice to the breaching party. Upon termination of this Agreement: (i) Say2eat, Inc. DBA Sauce may disconnect You from any connection to the Service and disable any use of the Service; (ii) You shall cease any use of the Service and shall return to Say2eat, Inc. DBA Sauce or destroy all copies of the Confidential Information; and (iii) Sections 2 to 7 of this Agreement shall survive such termination.  

          

8.General. Nothing in this Agreement shall be deemed to establish any partnership, joint venture or agency relationship between the parties other than that of independent contractors, and no party shall be entitled to make any representation or warranty or assume any obligation or liability on behalf of the other party. You shall be responsible for all taxes associated with Your use of the Service, and all sales, use, gross receipts, restaurant, tariff, excise and other taxes due in connection with the sale of Menu items. This Agreement is governed by the laws of Delaware. without regard to its conflict of laws rules. The courts of Delaware, USA shall have exclusive jurisdiction over any dispute arising out of this Agreement. Neither party may assign or transfer its rights under this Agreement, except to a successor of all or substantially all of its business. If any term of this Agreement is held to be void or unenforceable, such term is amended to the extent necessary for this Agreement to be otherwise enforceable. This is the entire agreement and understanding between the parties with respect to its subject matter, and supersedes any prior oral or written agreement. Any amendment to this Agreement shall be binding only if in writing and signed by the party to be charged.

 

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Copyright © 2017, Say2eat, Inc. DBA Sauce, Inc. All rights reserved.

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