APIU RESTAURANTS

Term of service.

-United states of America

Apiu Restaurants

Effective: July 22, 2020

BEFORE YOU USE THE APIU PLATFORM ("PLATFORM") PLEASE READ THESE TERMS CAREFULLY. BY EXECUTING THE SIGN-UP SHEET WITH APIU OR USING THE PLATFORM, YOU, ANY ENTITIES THAT YOU REPRESENT AND ALL OF YOUR PARTICIPATING STORE LOCATIONS ("YOU" OR "STORE") AGREE TO BE BOUND BY THESE TERMS IN ADDITION TO THE TERMS ON YOUR SIGN-UP SHEET.


1. “Driver” refers to independent third-party delivery contractor.

2. “Delivery APP” refers to the Apiu application programming interface (API) that allows the Store to exchange information with APIU.

3. “Apiu Data” refers to any information that Apiu provides or makes accessible to Store through the Apiu Platform, including without limitation Personal Information.

4. “Customer” means the customer who places an order for Store products through the Apiu APP, Apiu Drive or PickUp.

5. “Apiu APP” refers to Apiu’s proprietary online communication platform where Customers can view and search for the menus of Store and/or place an order for Store Products via the Apiu mobile application for delivery by a Driver to the Customer. This is also referred to herein as the Driver Platform.

6. “Apiu Driver APP” refers to the platform that enables delivery fulfillment for orders placed directly with the Store by the Customer.

7. “Store” means the restaurant or other entity that has agreed to participate in the DoorDash Services.

8. Store Products” includes all products offered for take-out or delivery orders at Stores.

9. “Apiu Store Term” refers to the term of the agreement between Apiu and Store for the Apiu APP.


The Parties' Relationship

Apiu provides an online artisan food marketplace platform using web-based technology that connects Store, independent delivery contractors and customers, as described in these Terms for Apiu APP, Apiu Driver APP and PickUp. Apiu is not a store or delivery service; it is an online connection platform. Store and Apiu agree they are independent businesses whose relationship is governed by the Sign-Up Sheet and 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 Apiu and Store, Apiu and customers. Except as expressly set forth in the Sign-Up Sheet and these Terms, each Party shall be responsible for its own expenses, profits and losses.

APP Responsibilities.

For Store that have agreed to participate in the Apiu APP, Apiu and Store shall have the following responsibilities during the Apiu Store Term:

Apiu APP Responsibilities. Apiu will, in a timely manner:

I. Display Store’s logo; a listing of the Stores; and a menu of Store Products on the Apiu Platform.

II. Accept Store Orders from Customers.

III. Forward each Store Order to the relevant Store.

IV. Forward each Store Order to a Driver, so that the Driver can pick up the applicable Store Product(s) from the Store to deliver to the Customer.

V. Pay the Store in accord with the Parties' agreements, deducting applicable Promotion Fees, marketing fees.

Store Responsibilities.

Store will, in a timely manner:

I. Provide Apiu with the Store’s in-store or take-out menu, including the price of each item on such menu.

II. Monitor Store’s menu and store information on the Apiu APP, promptly make updates via the Store portal to reflect the most up-to-date products, pricing and other information or immediately notify Apiu of any errors or changes in writing.

III. Accept all Store Orders placed by Apiu from Store’s then-current menu;

IV. Confirm all Store Orders from Apiu.

V. Prepare the Store Products for each Store Order for pickup by a Driver at the designated time.

VI. Process Store Orders in the order in which they are received.

VII. Notify Apiu of any changes to the pricing, availability, description, or other characteristics of the Store Products.

VIII. Notify Apiu of its days and hours of operation, and remain open for business on Apiu the same days and hours of operation as Store’s in-store business; notify Apiu of any changes to Store’s hours of operations on holidays; and notify Apiu if Store closes earlier than Store’s standard hours of operation or plans to close earlier than Store’s standard hours of operation.

IX. Notify all Store staff members of the relationship with Apiu immediately upon execution of this Agreement.

X. Provide the same utensils, napkins, bags and other materials that Store would typically provide in a standard take-out or delivery order.

XI. On an ongoing basis, review and confirm the transactions, fees and charges on orders via the Store Portal, and promptly communicate to Apiu any inaccuracies.

XII. The store must commit to comply with the previously programmed orders of Catering that the client made through the APIU APP.

Apiu Driver APP Responsibilities.

For Store that have agreed to participate in Apiu Drive, Apiu and Store shall have the following responsibilities during the Drive Term:

Apiu APP Responsibilities. Apiu will, in a timely manner:

I. Provide Store with an online order form or access to the Delivery APP to submit requests for deliveries, or receive information through a Third Party Platform.

II. Forward requests to a Driver, so that the Driver can pick up the applicable Store Product(s) from the Store to deliver to the Customer.

Store Responsibilities. Store will:

I. Via the online order form, the Delivery API, or a Third Party Platform, provide information requested by Apiu including the Customer’s address, contact information, and any special instructions required for delivery.

II. Accept and collect payments from Customers for their respective orders.

III. Notify Customers prior to placing a Drive Order that their telephone numbers and other personal contact information will be shared with Apiu to enable deliveries to be made by Driver and, in connection with the applicable deliveries, request the Customer’s consent to receive delivery status updates by e-mail, text messages, and telephone calls from Apiu and Drivers.

IV. Notifique a Apiu si un Cliente no ha dado su consentimiento para recibir actualizaciones de entrega o ha impuesto restricciones sobre los tipos de actualizaciones de entrega que dicho Cliente acepta recibir (por ejemplo, sin mensajes de texto). El comerciante consiente en recibir mensajes de texto y confirmaciones por correo electrónico de Apiu proporcionando actualizaciones de estado y confirmaciones de entrega en relación con cada entrega.

V. On an ongoing basis, review and confirm the transactions, fees and charges on invoices and via the Store Portal, and promptly communicate to Apiu any inaccuracies.

Drive Operating Procedures.

I. Order Placement. Store agrees to submit a Drive Order for delivery fulfillment at least twenty-four (24) hours in advance of scheduled delivery, and in no event less than two (2) hours in advance of scheduled pick-up. Exceptions will be mutually agreed to by the Parties.

II. Hours of Operation. The pickup and dropoff of deliveries will be scheduled to take place during Apiu’s standard hours of availability, as may be updated from time to time in Apiu’s sole discretion. Store agrees to abide by the following standard procedures: (i) to notify Apiu of any changes to its hours of operations on federal holidays with reasonable advance notice; and (ii) to notify Apiu with reasonable advance notice if a Store location closes earlier than standard hours of operation or plans to close earlier than standard hours of operation.

III. Delivery Radii. Apiu will only accept Drive Orders to be delivered within a certain preset delivery radius based on either the Merchant or the End-Customer location, which will be communicated to Merchant.

IV. Notification. Store agrees to notify all staff members in Merchant Stores of Merchant’s relationship with Driver prior to submitting any delivery requests to Driver.

Refunds and Re-Orders.

Refunds and re-orders will be addressed as follows:

· APIU APP Refunds. In the event that Apiu, in its sole reasonable discretion, has to issue a refund, credit or re-order on an Customer’s Order, Store 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 fault of the Driver or Apiu.

· Drive Refunds. Store acknowledges and agrees that Apiu shall be responsible only for facilitating the delivery of Store Product(s) to Customers. Store shall be solely responsible for any customer complaints regarding Store Product(s), including without limitation, complaints regarding the nature, quality, content, number, or packaging of Store Product(s). Store agrees not to refer any Customer complaints directly to Apiu. Any complaints regarding the timeliness or quality of a Driver’s delivery service shall be reported by Store to Apiu. If the completion of a Drive Order is more than 45 minutes late and due to fault of Apiu, Apiu will reimburse Store for all or a portion of the delivery cost of the applicable Drive Order. If Store elects to refund a Customer for any reason, such election shall not obligate Apiu to provide a corresponding reimbursement to Store. In the event that a Store Product has been visibly damaged with proof from customer, Apiu may reimburse Store for all or a portion of the order subtotal. For the purposes of this agreement, “Store Product” is the actual food or beverage item, not the packaging that contains the Store Product. In no event shall Apiu be obligated to issue any refunds directly to Customers.

Order Equipment.

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

Payment, Fees, Title and Taxes. Payment, fees, and taxes shall be addressed as follows:

  • Apiu APP and PickUp. Apiu will pay for Marketplace and PickUp Orders fulfilled by Merchant each week on a consistent day of the week, subject to change with no less than 10 days notice to Stores by email or service notification. Apiu shall be entitled to deduct from such payments Promotion Fees, marketing fees. Store agrees Apiu may charge the customer fees, including but not limited to a Delivery Fee, Service Fee, Surcharge Fee, and Small Order Fee where applicable in Apiu's sole discretion.

  • Store shall be responsible for all taxes, duties, and other governmental charges on the sale of Store Products and for remitting such taxes, duties, and other governmental charges to the appropriate authorities. In the event that Store raises the price for a menu item, Apiu shall not be required to remit the higher price to the Store until 3 business days after the Store first provides notice to Apiu of such pricing change.

  • Store agrees, on an ongoing basis, to review and confirm its transactions, fees and charges on orders and invoices and via the Store Portal, and to promptly communicate to Apiu in writing any claimed inaccuracies, so that Apiu has the prompt opportunity to address and resolve any issues and so such issues do not persist, which Apiu and Store agree is in the best interests of both parties and their commercial relationship. Store agrees to communicate to Apiu any disagreement, non-conformity or any issue with any transaction, fee, charge or order within 60 days of the transaction, fee or order. Store 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 Store does not communicate a written claim or objection to Apiu regarding such transaction, fee, charge or order within such 60-day period.

  • Title: Store agrees that Store holds title to the goods or products that Store provides through the Platform until the goods are picked up from Store, and that title passes from the Store to the customer upon pickup at the Store’s location. Store agrees that neither the Driver or Apiu holds title to or acquires any ownership interest in any goods or products that Store prepares or provides through the Platform.

Payment Processing.

  • Payment processing services for Store on the Apiu App 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, Store 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 Apiu enabling payment processing services through Stripe, Store agrees to provide Apiu accurate and complete information about Store’s representative and its business, and Store authorizes Apiu to share it and transaction information related to Store’s use of the payment processing services provided by Stripe.

Store Content and Trademark; Photographs of Menu Items.

  • During the Marketplace Term or PickUp Term, as applicable, Store grants to Apiu a royalty-free, non-exclusive, limited, revocable, non-transferable, non-sublicenseable right and license to use and display the Store Content in the provision of providing services to Store. As used herein, “Store Content” includes, without limitation, menus, photographs (either provided by Store or on Store’s website), trademarks, logos and other materials provided by Store to Apiu.

  • If photographs of Store’s menu items are not available or if they do not meet Apiu’s requirements, as reasonably determined by Apiu, then Store consents to Apiu engaging a professional photographer to take photographs of Store’s menu items and display such photographs on the Apiu APP as representations of Store’s menu items; provided that Store may contact Apiu support to have such photographs removed from the Store’s store listing and, in such event, Apiu will comply in a timely manner.

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, Apiu Data is the Confidential Information of Apiu.

  • Confidential Information does not include information that:

(i) It 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) It was or becomes public domain other than by the fault of the Receiving Party.

(iii) It 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

(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 subject to its compliance, 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.

(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.


Data Privacy and Security.

  • General. Store agrees not to access, collect, store, retain, transfer, use or otherwise process in any manner Apiu Data, including without limitation Personal Information, and the customer's information except as required to perform under this Agreement. Store shall keep Apiu Data secure from unauthorized access and maintain the accuracy and integrity of Apiu Data in Store’s custody or control by using appropriate organizational, physical and technical safeguards. If Store becomes aware of any unauthorized access to Apiu Data, Store will immediately notify Apiu, consult and cooperate with investigations and potentially required notices, and provide any information reasonably requested by Apiu. Store agrees to implement and use security procedures, protocols or access credentials as reasonably requested by Apiu and will be responsible for damages resulting from Merchant’s failure to comply. Merchant will not allow any third party to use the Apiu Platform; copy, modify, rent, lease, sell, distribute, reverse engineer or otherwise attempt to gain access to the source code of the Apiu Platform; damage, destroy or impede the services provided through the Apiu Platform; transmit injurious code; or bypass or breach any security protection on the Apiu Platform.

Delivery API.

During the Term, Apiu grants to Store a non-exclusive, royalty-free, non-assignable, non-transferable, non-sublicensable, revocable, limited license to access the Delivery API solely to transmit information to facilitate the Apiu store services. Store 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.

Termination.

Store may terminate this Agreement for any reason when the contract finish upon 7 days prior written notice. Apiu 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 Store nor Apiu 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 Store or Apiu.

Modifications.

Apiu 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. Apiu may, at its sole discretion, remove Store Products or Stores from the Apiu Marketplace if Apiu determines that such Merchant Product or Merchant Store could subject Apiu to undue regulatory risk, health and safety risk, or other liability. Apiu 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 www.apiapp.com. We will notify Store 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.


Representations and Warranties; Additional Responsibilities; Warranty Disclaimer.

  • Each party 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.

  • Each party 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.

  • Store 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 Apiu of any required consumer-facing warnings, charges, opt-in requirements, and instructions associated with Merchant Product(s) and it will inform Apiu of any such warnings, charges, opt-ins, and instructions that become required in the future, (iii) it will disclose common allergens in any Store’s menu items listed on the Apiu Store, (iv) it will not include any age-restricted products (including but not limited to alcohol and tobacco) in Store’s menus on the Apiu Marketplace or request delivery of any age-restricted products through the Apiu Platform without first entering into a separate agreement with Apiu memorializing the promotion, sale and delivery of such products in compliance with the laws of the applicable state in which such products will be sold, (v) it will not disclose any information related to a Driver or a consumer to a third party (except as required to comply with law or pursuant to a court order).

EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, APIU HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE APIU 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.

Store 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 Apiu shall not be responsible to Store 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 Apiu 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.

Indemnification.

Each party (the “Indemnifying Party”) will defend, indemnify, and hold harmless the other party, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, and agents (the “Indemnified Party”) from and against any and all 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 Indemnifying Party’s personnel and, in the case of Apiu, Drivers (or, in the case of Store as the Indemnifying Party, caused by the Store Products); (ii) any claims that the Indemnifying Party breached its representations, warranties or covenants set forth in of this Agreement; (iii) the violation of the intellectual property of the third party by the Indemnifying Party’s logos, trademarks, trade names, menus, documentation, or other intellectual property (collectively, “Materials”). In addition, Store will defend, indemnify and hold harmless Apiu from 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 Apiu. In each case the Indemnified Party shall provide the Indemnifying Party with (a) prompt notice of any claims such that the Indemnifying Party is not prejudiced by any delay of such notification, (b) the option to assume sole control over defense and settlement of any claim, and (c) reasonable assistance in connection with such defense and settlement (at the Indemnifying Party’s expense). The Indemnified Party may participate in the defense or settlement of such a claim with counsel of its own choice and at its own expense; however, the Indemnifying Party shall not enter into any settlement agreement that imposes any obligation on the Indemnified Party without the Indemnified Party’s express prior written consent. Apiu assumes no liability, and shall have no liability, for any infringement (iii) above based on Merchant’s access to and/or use of the Apiu Platform following notice of such an infringement claim; any unauthorized modification of the Apiu Platform by Store; or Merchant’s combination of the Apiu Platform with third party programs, services, data, hardware, or other materials which otherwise would not result in such infringement claim.

Limitation of Liability.

EXCEPT WITH RESPECT TO DAMAGES ARISING FROM VIOLATIONS OF LAW OR WILFUL MISCONDUCT, UNPAID AMOUNTS OWED TO APIU BY STORE IN EXCESS OF THE BELOW LIMIT, AND AMOUNTS PAYABLE TO THIRD PARTIES (INDEMNIFICATION), 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, 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 THE TOTAL AMOUNT PAID OR PAYABLE BY ONE PARTY TO THE OTHER PARTY MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

Insurance.

During the term of the Agreement and for one year after, each party will maintain adequate insurance in amounts not less than as required by law or that is common practice in such party’s business. Upon request, each party 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.


Dispute Resolution.

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH APIU AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.


  • 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 claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Apiu 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). Apiu and Store agree that, because both are business entities that mutually benefit from streamlined and confidential resolution, 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. In that regard, this Arbitration Agreement shall be binding upon and enforceable by not only the parties, but also their affiliates, and their owners, officers, directors, managers and employees. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement.

CASES HAVE BEEN FILED AGAINST APIU—AND OTHERS MAY BE FILED IN THE FUTURE—THAT ATTEMPT TO ASSERT CLASS ACTION CLAIMS, AND BY ACCEPTING THIS ARBITRATION AGREEMENT YOU ELECT NOT TO PARTICIPATE IN SUCH CASES. IF YOU AGREE TO ARBITRATION WITH APIU, 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 APIU IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.

  • Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Apiu’s registered agent. The arbitration will be conducted by JAMS under its rules and pursuant to the terms of this Agreement. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com (under the Rules/Clauses tab) or by calling JAMS at 800-352-5267. Payment of all filing, administration, and arbitration fees will be governed by JAMS’s rules. In addition, Apiu will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims with an amount in controversy totaling less than $10,000. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, video conference, based on written submissions, or in person in the country where you live or at another mutually agreed location.

  • Arbitrator Powers. The arbitrator, and not any federal, state, or local 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 Apiu. 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 Apiu.

  • Waiver of Jury Trial. YOU AND APIU WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Apiu are instead electing to have claims and disputes resolved by arbitration there is no judge or jury in arbitration, and court review of an arbitration award is limited.

  • Waiver of Class or Consolidated Actions; Sever-ability. YOU AND APIU AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. 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 Apiu is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court.

  • Survival. This Arbitration Agreement will survive any termination of your relationship with Apiu.

  • Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Apiu makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to the Company.

  • Litigation Class Action Waiver: To the extent allowed by applicable law, separate and apart from the Mutual Arbitration Provision, Store agrees that any proceeding to litigate in court any dispute arising out of or relating to this Agreement, whether because Store opted out of the Arbitration Provision or any other reason, will be conducted solely on an individual basis, and Store agrees not to seek to have any controversy, claim or dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which Merchant acts or proposes to act in a representative capacity (“Litigation Class Action Waiver”). Store further agrees that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all parties to any such proceeding. If a court of competent jurisdiction determines that all or part of this Litigation Class Action Waiver is unenforceable, unconscionable, void or voidable, the remainder of this Agreement shall remain in full force and effect.

Franchisees.

  • Franchisees operating a restaurant concept licensed by Store 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 Apiu to the Franchisee.


Partner Code of Conduct.

  • Store agrees to comply with the Partner Code of Conduct which may be updated by Apiu from time to time.

Communications from Apiu.

  • Merchant agrees to accept and receive communications from Apiu or Drivers, including via email, text message, calls, and push notifications to the cellular telephone number Store provides to Apiu. Store acknowledges that Apiu may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Apiu, its affiliated companies and/or Drivers. Store may opt out of such communications in Store’s Account Settings or by replying “STOP” from the mobile device receiving such messages.

General Provisions.

As set forth on the Sign-Up Sheet between Store and Apiu, the Sign-Up Sheet and 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. Store may not assign this Agreement in whole or in part without Apiu’s prior written consent. Apiu may freely assign this Agreement. This Agreement is binding upon, and inures to the benefit of, the employees, representatives, agents, affiliates, franchisors, franchisees, and permitted successors and assigns of each party, but shall not confer any rights or remedies upon any 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 set forth on the Sign-Up Sheet (or any updated address properly noticed hereunder). 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.

Contact Information

Apiu L.L.C.

Email: manager@apiuapp.com