MixEatUp, Inc. Restaurant Service Terms and Conditions Agreement

1. General

1.1 The content of the pages of our Website & mobile phone / tablet application, and the products and services available through Our Service, are subject to change without notice. Continued use of Our Service constitutes acceptance of any changes to our Terms and other guidelines or policies governing Our Service, including our Privacy Policy.

1.2 You may utilize Our Service only if you are over the age of eighteen (18) and are capable of entering into contracts. Individuals under the age of eighteen (18) may use Our Service only with the written consent of their legal parent or guardian.

1.3 Use of Our Service shall not be for any illegal, harmful, or otherwise inappropriate purpose, as determined by us in our sole discretion, and such behavior constitutes a material breach of our agreement with you. This may result in immediate termination of your access to Our Service. All use of Our Service is also governed by the Privacy Policy, which you agree to by using the Service.

1.4 The language of these Terms of Use is not intended to create an agency relationship, joint venture, or partnership for any purpose.

2. Restaurant Platform Access

Restaurants may access and manage their listings through the MixEatUp website by creating an account and agreeing to these Terms. The MixEatUp Service includes the ability for users to book reservations through being redirected through the app to the Restaurant’s reservation system or MixEatUp acts as an intermediary between the user & Restaurant to enhance a user’s dining experience. Restaurants cannot make changes to their listings through the app; such actions must be done through the MixEatUp website. Restaurants are also required to comply with our Privacy Policy regarding the collection and use of personal information.

3. User Account

It is your exclusive obligation to maintain and control passwords to your account ("Restaurant Dashboard"). You are exclusively responsible for all activities that occur in connection with your username and password. You agree to immediately notify MixEatUp of any unauthorized uses of your username and password or any other breaches of security. MixEatUp will not be liable for any loss or damages of any kind, under any legal theory, caused by your failure to comply with the foregoing security obligations. Please refer to our Privacy Policy for details on how we protect your account information.

4. Setup and Integration

Restaurants are solely responsible for providing accurate and up-to-date information, including but not limited to contact details, menus, pricing, hours of operation, floorplans, inventory, and other necessary data about the restaurant. If any changes or modifications are made to this information, such as updated menus or changes in operating hours, the Restaurant is obligated to promptly update their profile on the MixEatUp platform or notify MixEatUp directly. This data will be handled in accordance with our Privacy Policy, and MixEatUp will not be held liable for any consequences arising from incomplete or outdated information.

MixEatUp will periodically send the Restaurant a reminder to check their restaurant dashboard to review their account summary & information and verify their account is up-to-date. The Restaurant must promptly review the summary and notify MixEatUp of any required changes or confirm the information as accurate. If no response is received, MixEatUp will assume the information provided remains accurate and up-to-date, MixEatUp is not liable for any operational, reputational, or financial losses resulting from errors, omissions, or outdated information provided by the Restaurant.

5. License and Use

MixEatUp retains full ownership of all intellectual property associated with its platform, including but not limited to software, design, features, and promotional materials. MixEatUp grants the Restaurant a limited, non-exclusive, non-transferable license to use MixEatUp's platform for the purposes outlined herein. This license includes, but is not limited to, the right to use Restaurant Content (e.g., name, logo, menu, images, etc.) for promotional purposes on MixEatUp's website, social media channels, printed materials, and other marketing outlets. The handling of data related to this license is subject to the terms outlined in our Privacy Policy.

Any content or article written about the Restaurant on LinkedIn or similar platforms will be submitted to the Restaurant for review and approval. The Restaurant is expected to respond within a reasonable timeframe. If no response is received within seven (7) business days, MixEatUp reserves the right not to publish the article. However, MixEatUp shall have full discretion to make necessary modifications to published content for accuracy or promotional purposes.

Restaurants may not sublicense, distribute, or modify the MixEatUp Service or its associated software. Any misuse of the platform by the Restaurant, including unauthorized sharing of credentials or modification of service, is prohibited.

6. End User Information & Privacy

Restaurants may obtain certain personal information about users (end-users) through MixEatUp's reservation experience enhancement services, including, but not limited to, users' names, contact information, dining preferences, and allergy information. Restaurants agree to handle all End-User Data in compliance with applicable privacy laws and regulations as outlined in our Privacy Policy, including, but not limited to, GDPR and CCPA.

MixEatUp's Privacy Policy governs the collection, use, and sharing of End-User Data, and Restaurants must comply with this policy. Restaurants are solely responsible for ensuring that their marketing communications with end-users, such as email or SMS messages, comply with all relevant laws, including obtaining any necessary user consent as further described in our Privacy Policy.

7. Fees and Payments

The fee for using MixEatUp's platform is based on the rate outlined in the onboarding process, via Stripe (or other payment processing system). Commencing the thirteenth (13th) month, rates will increase to market rates, subject to change with thirty (30) days' written notice. Payment is due on the 1st of each month and must be made using a valid credit card. Restaurants will be billed through Stripe (subject to change). If payment is not received by the 10th calendar day of the month, the Restaurant will receive two (2) 5-day grace periods. On the third late payment date and after the two grace periods, a 1.5% late fee will be charged each day payment is delayed.

Culinary Icon Program

Access to MixEatUp's platform free of charge ("Free Months") is not guaranteed and is granted solely at MixEatUp's discretion. Free Month(s), if any, will only be provided when expressly authorized in written documentation or email correspondence from MixEatUp's authorized personnel. Such written authorization must specify the applicable duration and terms of any Free Months. In the absence of such authorization, the Restaurant shall be subject to the standard rates and terms outlined in these Terms.

After any initial Free Months period, Restaurant will be charged the current rate with a lifetime discount of 15% off the market rate, commencing the thirteenth (13th) month.

8. Term and Termination

These Terms are effective as of the date of acceptance and will automatically renew every month unless terminated with 30 days' written notice by either Party.

Immediate Termination Rights

MixEatUp reserves the right to terminate the agreement immediately if:

• The Restaurant fails to make any payment within 45 days of the due date.
• The Restaurant or its employees engage in any actions that may bring MixEatUp or its brand into disrepute, scandal, public contempt, or ridicule, or which may offend public morals or reflect unfavorably on MixEatUp in any way, or are judged by MixEatUp to be detrimental to its brand or business.
• The Restaurant's reviews & ratings fall below the MixEatUp platform's qualifications.
• The Restaurant has not verified that their profile on the MixEatUp restaurant dashboard is up-to-date in 2+ months.

9. Indemnification

The Restaurant agrees to defend, indemnify, and hold harmless MixEatUp, its affiliates, and their respective officers, directors, employees, agents, and representatives (collectively, the "MixEatUp Parties") from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• The Restaurant's use or misuse of the MixEatUp Service.
• The Restaurant Content, including but not limited to intellectual property infringement claims.
• Any breach of these Terms by the Restaurant or its personnel.
• Any violation of applicable laws or regulations by the Restaurant or its personnel.
• Any disputes between the Restaurant and its customers, including but not limited to issues arising from dining experiences, reservations or reservation preferences, menus or payments processed through the MixEatUp Service.

MixEatUp shall have the sole right to select its defense counsel and manage any claim, suit, or proceeding at the Restaurant's sole expense. The Restaurant will promptly reimburse MixEatUp for any costs incurred, regardless of the outcome. The Restaurant will not settle any claim, suit, or proceeding without the prior written consent of MixEatUp, which will not be unreasonably withheld.

10. Confidentiality

During the term of this agreement, both Parties will have access to certain confidential information of the other Party ("Confidential Information"). Confidential Information includes, but is not limited to, business strategies, pricing, marketing plans, financial data, user information, and any other proprietary information disclosed during the course of this relationship.

Both Parties agree to maintain the confidentiality of such information with the same degree of care used to protect their own confidential information and to not disclose it to any third party without the prior written consent of the other Party.

Breach of Confidentiality

If a Restaurant or its personnel breaches confidentiality obligations under this Agreement including unauthorized sharing its portal or the sign-up page (i.e., the website) with anyone outside of their organization, or if a current or former employee shares the website or related credentials with unauthorized individuals, MixEatUp reserves the right to immediately:

• Suspend the Restaurant's access to the MixEatUp platform.
• Terminate this Agreement without prior notice.
• Impose liquidated damages of $10,000 per breach, payable within 30 days of notification, in addition to any other remedies available under law.

11. Client Data and Personal Data

MixEatUp agrees to use, store, and process Client Data in accordance with applicable privacy laws. This includes any information provided by the Restaurant through the MixEatUp platform for the purposes of promoting, listing, or managing the Restaurant's profile. Client Data includes but is not limited to restaurant descriptions, menus, hours of operation, reservation information, and customer reviews. MixEatUp will implement reasonable security measures to protect Client Data from unauthorized access or disclosure.

Restaurants can request an export of their data from the platform during the contract term and for a period of 30 days after termination.

12. Linked Sites

12.1 Our Service might provide links to other sites by allowing you to leave Our Service to access third-party material or by bringing third-party material into this Website via "inverse" hyperlinks and framing technology (a "Linked Site"). MixEatUp has no discretion to alter, update, or control the content on a Linked Site. The fact that MixEatUp has provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers and is intended for your convenience. There are inherent risks in relying upon, using, or retrieving any information found on the Internet, and MixEatUp urges you to make sure you understand these risks before relying upon, using, or retrieving any such information on a Linked Site.

12.2 All content, products, and services on Our Service, or obtained from a Linked Site are provided to you "AS IS" without warranty of any kind either express or implied including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, title, non-infringement, security, or accuracy.

12.3 MixEatUp does not endorse and is not responsible for (i) the accuracy or reliability of an opinion, advice, or statement made through Our Service by any party other than MixEatUp, (ii) any content provided on Linked Sites, or (iii) the capabilities or reliability of any product or service obtained from a Linked Site. Other than as required under applicable consumer protection law, under no circumstance will MixEatUp be liable for any loss or damage caused by your reliance on any information, product, or service obtained through Our Service or a Linked Site. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any opinion, advice, or other content available through Our Service or obtained from a Linked Site. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific opinion, advice, product, service, or other content.

12.4 Our app may contain links to other websites or resources. MixEatUp is not responsible for the content or practices of these third-party sites. The inclusion of such links does not imply endorsement or association with the linked sites.

13. Limitation of Liability

To the maximum extent permitted by law, MixEatUp shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (i) the Restaurant's use or inability to use the platform; (ii) unauthorized access to or alteration of the Restaurant's transmissions or data; or (iii) any other matter relating to the MixEatUp platform. MixEatUp's aggregate liability for all claims under this Agreement shall not exceed the lesser of $1,000 or the total fees paid by the Restaurant to MixEatUp in the six (6) months preceding the claim.

14. Third-Party Integrations

MixEatUp may allow Restaurants to integrate third-party platforms (such as payment processors, social media, or other reservation systems) with the MixEatUp platform. MixEatUp is not responsible for the performance, security, or functionality of these third-party platforms. Any use of such platforms will be subject to the terms and conditions and privacy policies of the respective third-party provider.

15. Governing Law, Arbitration, and Class Action Waiver

15.1. Governing Law

These Terms and any disputes arising from or related to them shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

15.2. Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms that cannot be resolved amicably shall be finally settled by binding arbitration under the rules of the American Arbitration Association in Wilmington, Delaware. The arbitration shall be conducted in English, and the award rendered shall be final and binding on both Parties. The prevailing party shall be entitled to recover reasonable costs and attorneys' fees.

15.3. Class Action Waiver

The Parties agree that any disputes between them shall be resolved on an individual basis, and neither Party shall participate in a class action or class-wide arbitration for any claims covered by these Terms.

15.4. Limitation for Bringing Claims

The Restaurant agrees that any claim or cause of action arising out of or related to the use of the MixEatUp Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

16. Intellectual Property

16.1. Marks and Content

The trademarks, logos, and service marks ("Marks") displayed through our Website are the property of MixEatUp and other parties. You are prohibited from using any Marks for any purpose, including but not limited to use as keywords or metatags on other pages or Websites on the World Wide Web, without the written permission of MixEatUp or such third party which may own the Marks. All information and content located on our Website is protected by copyright, and your access to such information on our Website is strictly permitted through the limited non-exclusive license granted under these Terms. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works, or using any content available on or through our Website for commercial or public purposes. Unauthorized use of our Website may give rise to a claim for damages and/or may constitute a criminal offense.

16.2. Respect for Intellectual Property Rights

MixEatUp respects the intellectual property rights of others. If you believe that the content and/or materials on our Website are infringing upon another's copyright, you may send a written notice to us at: MixEatUp, Inc. 625 Kenmoor Ave SE Ste 350 PMB 518157, Grand Rapids, MI, 49546-2395, US.

17. Miscellaneous

17.1. Relationship of the Parties

The Parties are independent contractors, and nothing in these Terms shall be construed to create a partnership, joint venture, or agency relationship between them. Neither Party has the authority to bind the other in any respect.

17.2. No Third-Party Beneficiaries

These Terms are for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

17.3. Entire Agreement and Severability

These Terms, along with any other agreements or policies referenced herein, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, agreements, or proposals. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions of these Terms shall remain in full force and effect.

17.4. Force Majeure

Neither Party shall be liable for any failure to perform its obligations under these Terms where such failure results from any cause beyond its reasonable control, including, but not limited to, mechanical, electronic, or communications failure or degradation.

17.5. Assignment

The Restaurant may not assign, transfer, or sublicense any of its rights or obligations under these Terms without MixEatUp's prior written consent. MixEatUp may assign, transfer, or delegate any of its rights and obligations under these Terms without the Restaurant's consent.

17.6. Notices

All notices under these Terms shall be in writing and shall be deemed to have been duly given when received if personally delivered or sent by certified or registered mail, return receipt requested, when receipt is electronically confirmed if transmitted by facsimile or e-mail, or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices should be sent to: [email protected] or MixEatUp, Inc. 625 Kenmoor Ave SE Ste 350 PMB 518157, Grand Rapids, MI, 49546-2395, US for MixEatUp and the Restaurant's registered email on file.

17.7. Modifications and Waiver

MixEatUp may modify these Terms at any time by posting the revised terms on its website. Changes will become effective ten (10) days after they are posted. The Restaurant's continued use of the MixEatUp Service after the changes take effect will constitute acceptance of the revised terms. No waiver of any provision of these Terms shall be effective unless in writing and signed by both Parties.

17.8. Headings and Interpretation

The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation. Any use of "including," "for example," or "such as" in these Terms shall be read as being followed by "without limitation."

17.9. Data Protection Addendum

The Parties agree to comply with all applicable data protection, which is incorporated herein by reference.

17.10. Survival

The obligations set forth in Sections 7, 8, 9, 10, 11, and 12 shall survive any termination of these Terms.

18. Electronic Signature

The Parties agree that this Agreement and any other agreements, orders, or documents related to the MixEatUp services may be executed and accepted electronically. By clicking "I Agree," or any similar online acceptance button, or by otherwise providing an electronic signature, the Restaurant acknowledges and agrees that such electronic signature constitutes a valid and binding form of acceptance of this Agreement. The individual providing the electronic signature represents and warrants that they are authorized to sign on behalf of the Restaurant and bind the Restaurant to the terms of this Agreement.

19. Authority to Sign

The individual signing this Agreement on behalf of the Restaurant represents and warrants that they have the full legal authority to bind the Restaurant to these Terms. By signing this Agreement, the Restaurant agrees to be bound by all the terms, conditions, and obligations set forth herein.

20. Drink and Appetizer Vouchers

As part of this Agreement, the Restaurant agrees to provide a minimum of five (5) drink vouchers (which may include mocktails, cocktails, wine, happy hour or beer) and / or five (5) appetizer vouchers (which can include happy hour specials). These vouchers may be used by end-users as part of their dining experience through the MixEatUp platform. The specific type of vouchers (drink and / or appetizer) and their use will be determined in collaboration with MixEatUp, and the Restaurant agrees to honor these vouchers when presented by users in accordance with the terms provided by MixEatUp.

21. Round Table Events

Restaurants will have the opportunity to host round table events for influencers or other restaurant owners. The Restaurant will be solely responsible for all costs associated with food, drinks, venue preparation, and staffing for the event.

21.1 Invite List for Restaurant Owner Round Tables

MixEatUp will curate the invite list, including influencers and/or restaurant owners, with final approval from the Restaurant regarding other restaurant owners. The Restaurant's approval of the invite list for restaurant owners shall not be unreasonably withheld. The Restaurant will have five (5) business days to notify MixEatUp in writing if they approve or request edits to the invite list for restaurant owners. If no written notification is received within this period, the invite list will be considered approved. For influencer round tables, the Restaurant may provide a list of influencers they would like to include on the invite list. However, the final decision on the influencers invited will remain at MixEatUp's discretion, and the Restaurant will not have approval rights over the influencer invite list.

22. Recommendation Platform

The recommendation system used by MixEatUp is based on objective, pre-determined criteria and algorithms. MixEatUp does not accept payments, sponsorships, or any other form of compensation to influence or alter the recommendations provided. Restaurants waive any right to dispute or influence their placement or ranking within the system.

23. Reports

Certain Restaurants may, at MixEatUp's sole discretion, be provided with reports summarizing platform activity or other relevant metrics ("Reports"). These Reports are not guaranteed as part of the standard service and are offered on an "as-is" and "as-available" basis. MixEatUp expressly disclaims any and all liability for errors, omissions, inaccuracies, or delays in the Reports. The Restaurant acknowledges and agrees that it is solely responsible for independently verifying the accuracy and relevance of the information contained in the Reports. MixEatUp shall not be liable for any decisions, actions, or outcomes based on the use of the Reports. MixEatUp reserves the right to modify, suspend, or discontinue the provision of Reports at any time, with or without notice, at its sole discretion. In the event notice is provided, it will be delivered at least thirty (30) days' in advance to the Restaurant's registered contract.