Last Updated Date: March 13, 2024

This Restaurant Collaboration Agreement ("RCA") is a legal contract between the Business and ILS Ventures LT, UAB ("Air Platter"), governing the use of Air Platter's technology platform ("Platform") which facilitates direct online ordering (“Platform”) and provides related services ("Service").

By accepting this RCA—whether by clicking an acceptance box, using any part of the Service, or otherwise affirming agreement—you, the individual, affirm your authority to bind the Business to these terms. If you lack this authority, or disagree with these terms, do not accept this agreement, and the Business must refrain from accessing the Service.

Arbitration Notice: Most disputes under this RCA will be resolved through binding arbitration. Acceptance of this agreement includes a waiver of the right to a jury trial and participation in class actions.

The Service allows restaurant customers ("Customers") to order and pay for food online. Business can review current service fees on Air Platter's pricing page (the “Pricing Page”) for restaurants operated by Business (each, a “Restaurant”).

Using the Service requires adherence to Air Platter’s Privacy Policy, which Business has read and agreed to. The Privacy Policy details data collection, use, and sharing practices and is incorporated into this RCA. Additionally, account creation on the Service requires Business to provide contact details, names, addresses (including those of associated restaurants), email, and payment information, such as credit card or bank account details and billing address. Business confirms the accuracy of this information and commits to maintaining its currency.

Business commits to not disadvantaging or delaying Customer Orders made through the Service, ensuring food and beverages match the quality of those served in-person. They'll strive to prepare orders promptly unless overwhelmed by demand, in which case they can request a temporary suspension of orders for a specific location with Air Platter’s support. For deliveries, Business will inform Air Platter about the mode of delivery, any geographic limits, expected preparation, and delivery times for each order. Orders should be ready within 30 minutes, and any delays will be communicated to Air Platter. Delivery risks and losses are borne by Business, who also agrees that delivery services are not guaranteed by Air Platter. Additionally, Business and its staff must comply with all food safety laws and industry practices to ensure food quality and safety.

Business is prohibited from selling tobacco products and, unless otherwise agreed with Air Platter, alcoholic beverages on or through the Service. Additionally, if Business chooses to use DoorDash for delivery via the Direct Delivery Connection Platform, they must agree to DoorDash's terms and conditions available online. If alcohol is sold and distributed through DoorDash, Business must also adhere to the specific terms outlined in DoorDash’s Alcohol Addendum, referenced as Addendum A-1.

Air Platter may charge Business a non-refundable setup fee at the beginning of their service use. Business authorizes Air Platter to automatically charge these fees to the provided payment method at registration. Transactions are processed by a third-party, and Air Platter does not store credit card information. Business must keep its payment information current and can review payment plans and account details through the service dashboard.

The Service may include subscription plans with recurring monthly payments (“Subscription Service”). The subscription starts on the "Subscription Billing Date," when the Business is registered, and lasts for one month ("Initial Subscription Period"). It automatically renews each month unless the Business cancels or Air Platter terminates the subscription. Business authorizes Air Platter or its payment processors to charge all due fees periodically until the subscription is canceled. Fees are automatically billed on the Subscription Billing Date and each renewal date thereafter, including applicable taxes. To avoid charges for the upcoming period, Business must cancel the subscription before the renewal date by contacting Air Platter at support@airplatter.com.

Cancellations must be received before the renewal date to prevent charges for the next period.

Air Platter may suspend or terminate service access, including fee-based sections, for any account with unpaid dues. Delinquent accounts will incur additional fees related to chargebacks or collections of unpaid amounts. Air Platter also reserves the right to offset any amounts owed to Business under this RCA, including Balance Payments, against the outstanding fees. If Business’s payment method is invalid when fees are due, Air Platter may delete the Business’s account and its associated information without liability.

For every Customer Order placed through the Platform, Air Platter will apply transaction fees as listed on the Pricing Page ("Transaction Fee"). If the order requires delivery by a Delivery Partner, Air Platter will also charge a delivery fee as specified in the order ("Delivery Fee"), potentially calculated as a percentage of the total order price. Business agrees that Air Platter may directly charge Customers for these orders and authorizes Air Platter and its payment processors to collect payments on its behalf. Air Platter will then pay Business the collected amounts minus any Transaction Fees and Delivery Fees ("Balance Payments"). Business is responsible for covering any refunds, chargebacks, or related fees associated with Customer Orders and must reimburse Air Platter for any such expenses it incurs. Air Platter has the right to offset any debts Business owes against the Balance Payments. Business must ensure that pricing information provided to the Service is current, as this will determine the prices charged to Customers.

All fees and payments from Business to Air Platter do not include taxes such as sales, use, excise, value-added, or other governmental charges related to the use of the Service or any Customer Orders. Business is responsible for paying all these taxes, except those based on Air Platter’s net income.

In this RCA, Business acknowledges several key points: The Platform is licensed, not sold, and can only be used as outlined in this agreement. Business consents to the collection, use, and disclosure of its provided and obtained information in line with AirPlatter’s Privacy Policy. The Platform and Service are offered "as is" with no warranties, and AirPlatter's liability is limited. Disputes will be resolved through binding arbitration, with both parties waiving rights to jury trials and class actions.

Under the terms of this RCA, Air Platter grants Business access to and use of various content, including designs, text, graphics, images, video, logos, and software (collectively, "Air Platter Content"), solely for Business's use of the Service. All Air Platter Content remains the property of Air Platter or its licensors and is protected by copyright, trademark, and other laws. Business is prohibited from any unauthorized use and must maintain all proprietary notices. The license does not confer any ownership or sale of rights in Air Platter Content to Business; it is merely a non-exclusive, limited license, with all intellectual property rights retained by Air Platter. Furthermore, the Service may include Third Party Content owned by Air Platter's licensors. Business gains no rights to this Third Party Content through the Service and cannot copy, modify, or distribute it beyond the permissions granted in this RCA. All rights not explicitly granted are reserved to Air Platter

The Service allows Business to create and post its own content, such as menus ("Business Content"), over which Air Platter claims no ownership. Business retains all intellectual property rights in this content. By posting Business Content on the Service, Business grants Air Platter a worldwide, non-exclusive, royalty-free license to use, modify, publish, and display this content solely for operating and promoting the Service. This usage will cease within a reasonable time after this RCA ends. Business can object to any alterations of its content by notifying Air Platter, who will consider reasonable requests regarding use. Air Platter also reserves the right to refuse any Business Content at its discretion. Additionally, Air Platter may offer tools to export information to third-party services, and by using these tools, Business agrees to the transfer of information, acknowledging that Air Platter isn't responsible for the third-party’s use of the information or for the content of third-party websites linked through the Service.

The Service allows Business to offer loyalty programs ("Loyalty Program"), where customers can earn rewards for placing orders. Business is responsible for legally operating these programs and must honor any promised rewards. Additionally, if Business uses the Service to conduct promotions, such as contests or sweepstakes ("Promotion"), it must ensure these are legally compliant, including setting clear rules, terms, eligibility criteria, and securing necessary approvals. Promotions must also clearly release Air Platter from any liability and state that they are not sponsored by Air Platter. Air Platter provides no support for promotions and their use of the Service for such purposes is at Business’s own risk.

Business must use the Service solely for its intended purpose and in accordance with all relevant laws concerning privacy, data protection, and intellectual property. Business is prohibited from copying or duplicating Air Platter Content, using data mining tools, compromising the Service's security, interfering with its operations, gaining unauthorized access, reverse engineering the Service, or linking to the Service without permission. Business cannot submit viruses, overload Air Platter’s infrastructure, access other users' accounts without authorization, or transfer rights to use the Service without Air Platter’s written consent. Additionally, Business must not use the Service in any way that could cause legal disputes or liabilities, use it illegally, access it from unauthorized locations, or misuse Customer Data contrary to the Privacy Policy.

The Platform may feature software owned or licensed by third parties ("Third Party Software"), which is governed by separate license terms that Air Platter may provide or make available to Business.

Business consents to Air Platter and its service providers collecting and using technical data and related information from Business's devices and systems. This includes device identifiers and technical details which help in providing software updates, product support, and services related to the Platform. This data also supports tracking and analytics within the Service. For detailed information on how personally identifiable information is used and disclosed, refer to the Privacy Policy. Additionally, "Customer Data," which includes information collected about Customers through the Service like contact details, may only be used by Business in connection with the Services and must comply with the Privacy Policy at all times. Furthermore, Air Platter is permitted to share anonymized customer information with third-party advertising platforms, such as Facebook, to enhance marketing efforts.

The Service and all Air Platter Content, including intellectual property rights, are exclusively owned by Air Platter and its licensors, though Business retains rights to any Business Content it uploads. Business is granted a limited license under this RCA, and no other rights are implied. All unexpressed rights are reserved. Additionally, while Air Platter welcomes feedback, any creative ideas, suggestions, or materials submitted by Business may be used by Air Platter without confidentiality obligations or compensation, for any purpose, commercial or otherwise.

The RCA remains effective until terminated by either Business or Air Platter. Business's rights under this RCA will automatically end without notice if Business breaches any terms, including license restrictions. Business can terminate the RCA by notifying Air Platter. Upon termination, Business must cease all use of the Platform, destroy all copies, remove all Air Platter references, and return all loaned items within five days. Certain obligations will persist post-termination, including payment duties and compliance with specific sections of the RCA. Air Platter can end the RCA immediately if notified, and may also terminate it with 10 days’ notice if Business breaches the agreement and fails to remedy the breach within that period or immediately if the breach cannot be remedied.

Air Platter may revise this RCA or the pricing terms at any time with notice to Business, which will become effective 30 days after the notice is given. Notice may be delivered via email. If Business objects to any revisions, it can terminate the RCA by notifying Air Platter within 30 days of receiving such notice. If Business objects but continues to use the Service, it may do so under the original terms for up to 90 days after the revision notice. Business’s use of the Service during this period, until the termination takes effect, will be governed by the terms of the RCA that were in place before the revisions.

Business agrees to indemnify and hold harmless Air Platter and its affiliates, including officers, directors, employees, agents, and licensors, from any claims, liabilities, damages, losses, and expenses, including legal and accounting fees, related to: (i) Business Content or other materials provided by Business; (ii) Business’s use or misuse of the Service or Air Platter Content; (iii) any breach of this RCA by Business; (iv) Business’s Loyalty Programs or Promotions; (v) injuries or deaths caused by Business’s products or services; (vi) issues related to Business’s sale or use of Gift Cards, including legal violations and customer claims; or (vii) Business’s interactions with Customers. Air Platter will make reasonable efforts to notify Business of any related claims, actions, or proceedings as soon as possible, but Business’s indemnity obligations remain even if communication delays occur due to outdated contact information.

Business acknowledges and agrees that the use of the Service and all Air Platter Content is solely at its own risk. Except as specifically covered by the RCA, these are provided "as is" and "as available," without any kind of warranty. Air Platter, along with its suppliers and licensors, disclaims all warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Air Platter does not guarantee that the Service or hardware will meet Business’s needs, operate without interruption, be secure, or be error-free, and any defects may not necessarily be corrected. Advice from Air Platter or its representatives does not create warranties beyond those explicitly stated in this RCA. If the Service or hardware proves defective, Business is responsible for all costs of repair or correction. The applicability of these disclaimers and limitations may vary based on local laws, but they will apply to the maximum extent enforceable.

To the fullest extent permitted by law, the Released Parties will not be liable for any personal injury or any incidental, special, indirect, or consequential damages, including losses of profits, data, or business interruption, arising from the use or inability to use the Service or any Air Platter Content, regardless of the cause and even if advised of the possibility of such damages. In jurisdictions where such limitations are not allowed, this may not apply. The total liability of the Released Parties for all damages, excluding personal injury cases as required by law, will not exceed the amount Business has paid to Air Platter under this RCA in the twelve months prior to the claim. These limitations apply even if the proposed remedies fail their essential purpose and will be enforced to the maximum extent permissible under applicable law where limitations are restricted.

Air Platter is not responsible for disputes between Business and any third parties encountered through the Service; Business assumes all risks associated with these interactions and agrees to handle disputes directly. For disputes involving this RCA, Business and Air Platter agree to resolve them through binding arbitration, as outlined in the arbitration agreement which includes all potential claims and remains in effect even after this RCA terminates. Exceptions to arbitration include small claims court actions, enforcement actions through federal or state agencies, seeking injunctive relief in court to support arbitration, or addressing intellectual property claims in court. Business can opt-out of arbitration within 30 days of agreeing to the RCA by sending a letter to Air Platter’s legal department. Arbitration will follow the AAA Rules and any proceedings should be initiated with a written notice. Arbitration may take place based on document submission, remotely, or in-person depending on the claim size and specific circumstances. The arbitrator’s decision is final unless legal review or injunctive relief is involved. This agreement prohibits class action suits, ensuring claims are brought individually. Any changes to this arbitration provision can be rejected by Business within 30 days of such change, which can lead to account termination with Air Platter. If the no class action clause or the entire arbitration section is found unenforceable, or if an opt-out is received, jurisdiction reverts to the courts as specified in the governing law section of this RCA.

This RCA and the relationship between Business and Air Platter are governed by the laws of California, without regard to its conflict of law provisions. Disputes allowed under this RCA will be resolved in the state and federal courts of Los Angeles County, California. Business cannot assign this RCA without Air Platter’s prior written consent, but Air Platter can assign it without restriction. By using the Service, Business consents to receive electronic communications as outlined in the Privacy Policy. If Business provides a mobile number to Air Platter, it consents to receive automated calls and messages from Air Platter for various purposes. Business is responsible for compliance with local laws when accessing the Service from other locations. This RCA, along with the Privacy Policy and any other referenced agreements, constitutes the entire agreement between Business and Air Platter. Changes to this RCA must be made in writing and signed by both parties. The enforceability of this RCA is ensured even if a part is deemed unenforceable, with the rest remaining in effect. Section headers do not affect the interpretation of this RCA. Definitions and expressions within this RCA are meant to be interpreted broadly. Business can contact Air Platter via email at support@airplatter.com.