SLICE SOLUTIONS, INC.
TERMS AND CONDITIONS

Last updated December 19, 2024

The Terms and Conditions hereinafter set forth, as amended from time to time (these “Terms and Conditions”) together with each Order Form (these Terms and Conditions and any Order Forms are referred to collectively as this “Agreement”) sets forth the terms pursuant to which Slice Solutions, Inc. (“Slice”) provides the restaurant customer of Slice (the “Restaurant” or “Merchant”) various products and services, as set forth in the Order Form (collectively, the “Services”). This Agreement is composed of Attachment 1 General Terms, and to the extent applicable to the Services identified in an Order Form or Sales Confirmation or as otherwise incorporated by reference in the provisions of an annex, Annex 1 Slice Platform Terms, Annex 2 Professional Services, Annex 3 Slice POS Terms, Annex 4 Hardware Terms, Annex 5 Product Specific Terms and Descriptions, Annex 6 Supplies Terms and Annex 7 Acquiring Addendum, together with all Order Forms entered into under this Agreement. All Services are subject to the General Terms and certain of the Services are also subject to additional terms and conditions as specified in the annexes to the General Terms.

This Agreement is effective between Restaurant and Slice as of the date of Slice’s provision of Services to Restaurant or Restaurant’s execution of the initial Order Form, whichever is earlier (the “Effective Date”). The individual ordering the applicable Services or accepting the Order Form on behalf of Restaurant represents and warrants that such individual has the authority to legally bind Restaurant to this Agreement, and agrees that “you” and “yours” hereunder will refer to the Restaurant and/or such individual, as appropriate in light of the context in which the term is used. For clarity, an Order Form will be considered executed once you click or check the box indicating acceptance at the end of the Order Form. Slice has no obligation to provide any Service not specified in an Order Form.

RESTAURANT ACKNOWLEDGES AND AGREES THAT SLICE’S PLATFORM FACILITATES FOOD AND BEVERAGE ORDERING AND DELIVERY. SLICE IS NOT A FOOD OR BEVERAGE DELIVERY SERVICE AND SHALL NOT BE DEEMED A FOOD DELIVERY SERVICE AS THAT TERM IS DEFINED UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, REGULATION OR ORDINANCE.

ATTACHMENT 1
GENERAL TERMS

These general terms (“General Terms”) apply to all Services and Beta Services.

1. Definitions. Unless otherwise provided in this Agreement or as the context requires, capitalized terms used in this Agreement will have the following meanings:

“Account” means a unique account, or accounts, created by Restaurant in order to access and use the Platform, Slice POS and the other Services.

“Administrator” means an Authorized User designated by Restaurant to manage the Account.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Aggregated Data” means any data that is derived or aggregated, in deidentified form, from (i) Restaurant Data; or (ii) Restaurant and Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Platform, Online Ordering Platform, Slice Register, Slice Standalone Payments and any of their respective component features and functionalities.

“Agreement” has the meaning set forth on the cover page.

“Authorized User” means an individual who is authorized by Restaurant to use the Services. Authorized Users may include, for example, Restaurant employees, consultants, contractors and agents.

“Adyen” has the meaning set forth in Section 6(e) of the General Terms.

“Beta Services” means services that Slice may offer to Restaurant that are not generally available to Slice customers.

“Card Schemes” has the meaning set forth in Annex 7.

“Claim Against Slice” has the meaning set forth in Section 11(b) of the General Terms.

“Claim Against Restaurant” has the meaning set forth in Section 11(a) of the General Terms.

“Communications Tools” has the meaning set forth in Section 3 of the General Terms.

“Confidential Information” has the meaning set forth in Section 5(a) of the General Terms.

“Consumer Data” means data that identifies, relates to, or is linked or reasonably linkable to Consumers (including any data that is defined as “personally identifiable information,” “personal data,” “personal information” or any similar term under applicable privacy and data security laws) collected by Slice in connection with the Online Ordering Platform and related Services.

“Consumer Service Fee” has the meaning set forth in Section 6(a) of the General Terms.

“Consumers” means end users who place Orders or otherwise communicate with Restaurant through the Platform.

“Damaged Hardware Fee” has the meaning set forth in Section 4 of Annex 4.

“Digital Marketing Product” has the meaning set forth in Section 7(a) of Annex 5.

“Direct Mail Product” has the meaning set forth in Section 8(a) of Annex 5.

“Delivery Incorporated Terms” has the meaning set forth in Section 6(a) of Annex 5.

“Delivery Point” has the meaning set forth in Section 1(b) of Annex 6.

“Designated Hardware” has the meaning set forth in Section 6 of Annex 4.

“Disclosing Party” has the meaning set forth in Section 5(a) of the General Terms.

“DoorDash Incorporated Terms” has the meaning set forth in Section 6(c) of Annex 5.

“Early Termination Fee” has the meaning set forth in Section 6(m) of the General Terms.

“Effective Date” has the meaning set forth on the cover page.

“Failure to Return Fee” has the meaning set forth in Section 3 of Annex 4.

“Fees” has the meaning set forth in Section 6(a) of the General Terms.

“Force Majeure Event” has the meaning set forth in Section 13(d) of the General Terms.

“General Terms” has the meaning set forth above.

“Grand Total” has the meaning set forth in Section 6(d) of the General Terms.

“Goods” has the meaning set forth in Annex 6.

“Goods Prices” has the meaning set forth in Section 6(a) of Annex 6.

“Hardware” means the hardware specified in the applicable Order Form.

“Hardware Measurement Date” has the meaning set forth in Annex 4.

“Hardware Fee” has the meaning set forth in Section 2 of Annex 4.

“Hardware Terms” has the meaning set forth in Annex 4.

“In-Store Collateral Product” has the meaning set forth in Section 9(a) of Annex 5.

“Inspection Period” has the meaning set forth in Section 5(a) of Annex 6.

“Integrated Delivery Services” has the meaning set forth in Section 6 of Annex 5.

“Intellectual Property” means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all applications, renewals, extensions and restorations therefore, and any and all other intellectual property and proprietary rights, whether now or hereafter in force or effect worldwide.

“Legal Process” has the meaning set forth in Section5(c) of the General Terms.

“Listing Management Services” has the meaning set forth in Section 3(a) of Annex 5.

“Listing Services” has the meaning set forth in Section 2(a) of Annex 5.

“Lost Hardware Fee” has the meaning set forth in Section 4 of Annex 4.

“Member” has the meaning set forth in Annex 7.

“Merchant Agreement” has the meaning set forth in Annex 7.

“Merchant Deposit Account” has the meaning set forth in Section 9(a) of Annex 3.

“Nonconforming Goods” has the meaning set forth in Section 5(a) of Annex 6.

“Objected To Promotion” has the meaning set forth in Section 3(e) of Annex 1.

“Online Ordering” has the meaning set forth in Section 1(a) of Annex 5.

“Online Ordering Platform” means the online ordering platform available at https://slicelife.com or https://slice.com, and the Slice mobile application made available to Restaurant during the Order Form Service Term for receiving and fulfilling online Orders, all content available thereon, and all Intellectual Property rights contained in any of the foregoing.

“Order” means a request for goods or services offered by Restaurant from Consumers through the Platform.

“Order Form” means an ordering document, online order or other order confirmed in writing by Slice (e.g., order for Goods via text) entered into between Restaurant and Slice in which the Services to be provided by Slice to Restaurant are specified, including any Service Amendment. Each Order Form incorporates and is governed by the terms of this Agreement.

“Order Form Service Term” means the applicable period during which Slice will, as the case may be, make the Platform available to Restaurant, provide Services specified in the Order Form, and provide the Hardware, in each case, as set forth in an applicable Order Form.

“Platform” means the online platform available at https://slicelife.com or https://slice.com, and the Slice mobile application made available to Restaurant during the Order Form Service Term by Slice, all content available thereon, and all Intellectual Property rights contained in any of the foregoing. For the avoidance of doubt, the Platform may include, to the extent specified in an Order Form, the Online Ordering Platform, Slice Register and Slice Standalone Payments.

“Phone Management Services” has the meaning set forth in Section 4(a) of Annex 5.

“Product Specific Terms and Descriptions” has the meaning set forth in Annex 5.

“Processor” has the meaning set forth in Section 6(e) of the General Terms.

“Professional Services” means the sales, marketing or other services to be provided by Slice to Restaurant as agreed between the parties. Professional Services shall be considered “Services” under this Agreement.

“Professional Services Work Product” has the meaning set forth in Section 1(d) of Annex 2.

“Receiving Party” has the meaning set forth in Section 5(a) of the General Terms.

“Register Consumer Data” means data that identifies, relates to, or is linked or reasonably linkable to individuals (including any data that is defined as “personally identifiable information,” “personal data,” “personal information” or any similar term under applicable privacy and data security laws) collected by Slice in connection with the Slice Register or Slice Standalone Payments, as applicable.

“Restaurant” has the meaning set forth on the cover page.

“Restaurant Data” means the content and information submitted or otherwise made available by Restaurant to Slice in connection with the Services, including, without limitation, product listings, menus, photographs or images, customer lists, Restaurant Marketing Materials and other Intellectual Property owned by or licensed to Restaurant.

“Restaurant Marketing Materials” means product listings, menus, photographs, images, advertising or marketing materials submitted or otherwise made available by Restaurant to Slice in connection with the Services. Restaurant Marketing Materials shall also include marketing materials and content that are considered Professional Services Work Product under Annex 2.

“Restaurant Website” means a website either created by Slice for the Restaurant or provided by Restaurant to be maintained by Slice that is used exclusively to promote the Restaurant and solicit Orders from Consumers in accordance with the terms of Annex 5.

“Restocking Fee” has the meaning set forth in Section 3 of Annex 4.

“Restricted and Prohibited Products and Services List” has the meaning set forth in Section 6(e) of the General Terms.

“Required Promotions” has the meaning set forth in Section 3(e) of Annex 1.

“Sales Confirmation” has the meaning set forth in Section 1(a) of Annex 6.

“Sales Proceeds” has the meaning set forth in Section 9(a) of Annex 3.

“Scheme Rules” has the meaning set forth in Annex 7.

“Security Incident” means the breach of security leading to the loss, theft, misuse, unauthorized access, modification, alteration, destruction or disclosure of data, including Consumer Data and Register Consumer Data.

“Service Amendment” has the meaning set forth in Section 13(b) of the General Terms.

“Services” has the meaning set forth on the cover page.

“Shop Support” has the meaning set forth in Section 2 of Annex 1.

“Slice” has the meaning set forth on the cover page.

“Slice IP” means the Intellectual Property owned by Slice, including, but not limited to, its Trademarks, the Services, Platform, Beta Services, all content made available thereon, all improvements, modifications or derivative works thereof, and all Intellectual Property rights in any of the foregoing.

“Slice Phone Ordering” has the meaning set forth in Section 5(a) of Annex 5.

“Slice POS” or “Slice Register and Standalone Payment Services” means, together, the Slice Standalone Payments and Slice Register services.

“Slice POS Terms” has the meaning set forth in Annex 3.

“Slice Platform Terms” has the meaning set forth in Annex 1.

“Slice Register” means the point of sale service provided by Slice that allows participating Restaurants to receive orders, process payments and analyze data.

“Slice Standalone Payments” means the payment processing service provided by Slice that enables participating Restaurants to process in-store payments without the use of Slice Register.

“Specifications” has the meaning set forth in Section 3(a) of Annex 1.

“Sponsored Acquiring Services” has the meaning set forth in Annex 7.

“Stripe” has the meaning set forth in Section 6(e) of the General Terms.

“Stripe Services Agreement” has the meaning set forth in Section 6(e) of the General Terms.

“Supplies Terms” has the meaning set forth in Annex 6.

“Taxes” has the meaning set forth in Section 6(f) of the General Terms.

“Term” has the meaning set forth in Section 8(a) of the General Terms.

“Third-Party Content” has the meaning set forth in Section 3(b)(i) of Annex 5.

“Third-Party Services” has the meaning set forth in Section 2 of the General Terms.

“Third-Party Terms” has the meaning set forth in Section 2(b) of Annex 5.

“Trademarks” means registered and un-registered trademarks, trade names, service marks, logos and/or service names.

“Warranty Period” has the meaning set forth in Section 7(a) of Annex 4.

2. Third-Party Integrations and Services. Certain features and functionalities within the Platform may allow Restaurant and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Platform or otherwise. Slice does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Platform or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Restaurant is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Restaurant to use the Third-Party Services in connection with the Platform.

3. Communications With Third Parties. Restaurant may now or in the future have access to outbound communications tools made available by Slice that permit Restaurant to draft, schedule and/or transmit outbound communications to Consumers and other third parties, including phone calls, recorded phone messages, text messages, facsimile messages and electronic mail (collectively, “Communications Tools”). Restaurant shall not use the Communications Tools or any Services provided by Slice in a manner that violates (i) any law, rule, or regulation, including the Telephone Consumer Protection Act and the CAN-SPAM Act, (ii) any law, rule, or regulation requiring that consent be obtained prior to transmitting, recording, collecting, or monitoring data or communications or (iii) any law, rule, or regulation requiring compliance with opt-out requests or “do-not-contact” lists for any data or communications. Restaurant expressly acknowledges and agrees that applicable law may restrict Restaurant’s use of the Communications Tools, for instance by requiring Restaurant to obtain legally sufficient consent from the Consumer or other recipient prior to transmitting outbound communications, or by requiring Restaurant to honor “opt-outs” from further communications. Restaurant shall be solely responsible for ensuring that Restaurant’s use of the Communications Tools complies with applicable law, including without limitation obtaining and retaining records of any required consent to communications and honoring “opt-out” requests.

4. Authorized Users; Authorization to Access Devices and Hardware.

Authorized Users. Restaurant shall identify an Administrator who will designate Authorized Users that will be permitted to access the Services via Restaurant’s Account. Restaurant will ensure that its Affiliates and all Authorized Users using the Services comply with all of Restaurant’s obligations under this Agreement, and Restaurant is solely responsible for its, its Affiliates and their respective Authorized Users’ acts and omissions relating to the Agreement, and for the use of the Services by any such person, as though they were those of Restaurant. Restaurant represents and warrants that such Authorized Users have full power and authority to make purchases on behalf of the Restaurant and act on behalf of the Restaurant. Restaurant shall notify Slice promptly if it becomes aware of any unauthorized use of its Account. Slice will not be liable for any loss or damage caused by any unauthorized use of any Account.

Device and Hardware Access. Restaurant hereby authorizes Slice to access, connect to and manage (i) each of Restaurant's devices on which the mobile version of the Platform is installed, and (ii) each of Restaurant’s devices on which any component of the Platform is installed, in each case, including Hardware, via remote technologies as required for the proper performance of the applicable Services without first contacting Restaurant in advance. These activities may include but are not limited to: (i) updating or changing software drivers; (ii) installing and applying software patches, including updating the Platform application; (iii) updating the device operating system; (iv) rebooting devices for support purposes; and (v) starting or restarting application services. Notwithstanding the above, Restaurant will notify Slice in advance of any restrictions on remote access, connections or management activities.

5. Confidentiality.

Definition of Confidential Information. “Confidential Information” means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of its disclosure. Except as otherwise specifically provided in this Agreement, Slice’s Confidential Information includes the Platform, designs and processes used in the performance of the Professional Services, Consumer Data, the terms and conditions of this Agreement and all Order Forms (including pricing), the Online Ordering Platform, Slice POS and Beta Services as well as business and marketing plans, technology and technical information, product plans and designs, business processes, development tools and processes, computer printouts, computer programs, design drawings and manuals, and Intellectual Property of any kind of nature, plans for future development and new product concepts, contemplated products, research, development and strategies disclosed by Slice. However, Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party who rightfully possesses the information without confidential or proprietary restrictions, or (iv) was independently developed by the Receiving Party.
Protection of Confidential Information. Except as otherwise specifically provided in this Agreement, each party covenants and agrees that it will not disclose to any person or entity any Confidential Information of the other party, except as necessary in the performance of the terms of this Agreement. Each party covenants and agrees that it will: (i) not use any Confidential Information of the Disclosing Party except as necessary to fulfill its obligations or exercise its rights under this Agreement; (ii) use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information (but not less than reasonable care under the circumstances); (iii) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, service providers and contractors who need to access such Confidential Information for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Liability for damages due to disclosure of the Confidential Information by any such third party shall be with the party that disclosed the Confidential Information to the third party. For the avoidance of doubt, Slice may refer to Restaurant as a user of its Services and use the Restaurant’s Trademarks and basic facts about the Services purchased by Restaurant for the purpose of referencing Restaurant as a client of Slice on its website and in its sales presentations, marketing collateral, press releases, case studies and other similar marketing materials.
Compelled Disclosure. Notwithstanding any term of this Agreement to the contrary, Slice may respond to and comply with any writ of attachment, lien, UCC notice, levy, subpoena, warrant or other legal order or request (“Legal Process”) that Slice believes is valid and Slice may deliver or hold any funds or information (including any of Restaurant’s Confidential Information) as requested pursuant to such Legal Process. Slice may use its reasonable efforts to contact Restaurant regarding the validity of any alleged lien or other Legal Process but is not obligated to do so. Slice is not responsible for any losses, whether direct or indirect, that Restaurant may incur as a result of Slice’s response or compliance with a Legal Process, whether or not such Legal Process is valid, and Restaurant waives all claims against Slice for withholding any funds otherwise due to Restaurant if Slice reasonably determines such funds may be owed to a third party, as set forth in such Legal Process.

6. Fees and Payment Terms.

Fees. Restaurant shall pay Slice the fees set forth in the applicable Order Form or Sales Confirmation and such other fees that are specified in this Agreement (the “Fees”), subject to the possibility for Slice to revise such Fees from time to time in its sole discretion, upon written notice to Restaurant (email is sufficient). In the event that Slice implements a change to its Fees, Restaurant may terminate the Services subject to such revised Fees upon written notice to Slice within fourteen (14) days of receiving the Fee change notice from Slice. If Restaurant does not provide written notice of termination within the specified time frame, Restaurant will be deemed to have accepted the new Fees and will be subject to the revised Fees effective on the specified date. Unless otherwise provided in the applicable Order Form, in addition to the Fees, Restaurant will be responsible for payment card fees and other processing fees, fines and penalties. Restaurant acknowledges and agrees that Slice may charge its own additional fees to Consumers in connection with Orders placed by Consumers using the Platform (e.g., Slice’s “Consumer Service Fee”).
Payment. Restaurant will pay the Fees in accordance with the payment terms set forth in the Order Form or as otherwise specified for a Service in the Product Specific Terms and Description or this Section 6. If Slice sends Restaurant an invoice for all or a portion of the Fees, Restaurant is responsible for timely paying all charges, fees, duties and taxes listed on such invoice. If Restaurant has signed up for automatic billing, Slice will charge Restaurant’s selected payment method for any Fees on the applicable payment date, including any applicable Taxes (as defined below). If Slice cannot charge Restaurant’s selected payment method for any reason (such as expiration or insufficient funds), Restaurant remains responsible for any uncollected amounts, and Slice will attempt to charge the payment method again as Restaurant may update its payment method information. In accordance with applicable law, Slice may update information regarding Restaurant’s selected payment method if provided such information by Restaurant’s financial institution. Slice may also elect to deduct, at Slice’s sole discretion, any amounts owed to Slice from the Grand Total and Restaurant hereby authorizes Slice to make any such deduction.
Subscription Fees. By signing or otherwise agreeing to an Order Form that includes subscription fees and providing Slice with a payment method for Restaurant, Restaurant is signing up to an auto-renewing subscription and Restaurant agrees to pay the subscription fees as described in the applicable Order Form and as set forth on the applicable invoice provided by Slice. If Slice terminates Restaurant’s subscription to any Services, Slice will give Restaurant a prorated refund based on the amount of time remaining in any pre-paid subscription; provided, however, that Slice will not be obligated to grant Restaurant a refund if Slice terminates Restaurant’s Account or Restaurant’s subscription because Slice determines, in its sole discretion, that Restaurant, its Authorized Users, Restaurant’s Consumers or any third party associated with Restaurant is engaged in: (i) any activity that may harm Slice, its systems, any Slice IP or any third-party systems; (ii) fraudulent or illegal activity or any other activity that could result in legal liability to Slice or any third party; or (iii) violation of the terms of this Agreement or any other legal agreement between Restaurant and Slice. Without limiting any other terms of this Agreement, (i) Slice may invoice Restaurant in advance for any subscription fees due to Slice, (ii) subscription fees may be drawn from the previous pay period funds accrued by Restaurant and, for new Restaurants, Slice may draw subscription fees from the next applicable pay period, and (iii) in the event the funds during the pay period are insufficient to cover subscription fees, Restaurant authorizes Slice to charge the payment card associated with Restaurant’s Account.
Grand Total Payouts. “Grand Total” means the amount received from Consumers for (i) Orders placed by Consumers with Restaurant on the Platform, including products, Taxes and any other fees and (ii) Sales Proceeds collected through Slice POS. The Grand Total shall be remitted to Restaurant, less the Fees retained by Slice, any fees charged by Slice directly to the Consumer (e.g., Consumer Service Fee) and any applicable payment card fees and other processing fees, fines and penalties assessed by the payment processor and/or the payment networks. Upon termination or expiration of this Agreement, Slice may withhold the Grand Total for a period of at least thirty (30) days to settle any chargebacks, refunds or Fees.
Payment Processing. Slice or the Processor will act as Restaurant’s agent to collect and hold all monies received from Consumer on Restaurant’s behalf and to remit the funds that may be owed to Restaurant’s designated account, except for cash transactions. Restaurant hereby agrees that payment by a Consumer to the Processor or Slice of any and all monies owed to the Restaurant will constitute full and final settlement of such amounts. Slice or the Processor, not the Consumer, is solely liable to Restaurant if the Processor or Slice fails to remit payments received to Restaurant. Slice has entered into agreements with Adyen N.V. (“Adyen”), and Stripe, Inc. (“Stripe”), which are third-party providers of payment processing and acquiring services (each a, “Processor”).

Payment processing services for Restaurants may be provided by Stripe and, in such case, are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By signing up with Slice or continuing to operate as a Restaurant hereunder, Restaurant agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. To the extent Slice obtains information about Restaurant and Restaurant’s business on behalf of Stripe or otherwise, Restaurant authorizes Slice to share it and transaction information related to Restaurant’s use of the payment processing services provided by Stripe or others. Stripe receives that information and processes it in accordance with Stripe's Privacy Policy.With respect to payment services provided by Stripe, Stripe is a Payment Facilitator and/or Independent Sales Organization (ISO) of:
• Cross River Bank, 2115 Linwood Avenue, Fort Lee, NJ 07024, [email protected] or +1-201-808-7000 (Payment Facilitator and ISO),
• Deutsche Bank Trust Company Americas, One Columbus Circle, New York, NY 10019, [email protected] (Payment Facilitator),
• Goldman Sachs Bank USA, 200 West Street, New York, New York 10282, [email protected] or +1-212-902-2000 (Payment Facilitator),
• PNC Bank, N.A., 1600 Market Street, 8th Floor, Pittsburgh, PA 19103, +1-800-PNC-BANK (Payment Facilitator and ISO), and
• Wells Fargo Bank, N.A., P.O. Box 6079, Concord, CA 94524, +1-844-284-6834 (Payment Facilitator and ISO).
The Processor may require that Restaurant have a direct contractual relationship with it, and in conjunction with such relationship, it may conduct Know Your Customer and Anti-Money Laundering and Anti-Terrorist Financing (AML) checks. Processor has the right to approve or reject any Restaurant. If approved, Restaurant shall receive all settlement directly from Processor. It being understood that the pricing for the Slice and Processor relationship is set by Slice. Restaurant may only use the Processor payment services to accept payment for products and services sold by it to its Consumers and, if applicable, only for the type of sales described in Restaurant’s application for payment services with Processor. Restaurant agrees that the Processor may provide Slice with access to Restaurant’s data and settings in the Processor’s systems, so that Slice may manage Restaurant’s account and provide Services. Restaurant shall only use the payment processing services in the legal name of the registered Restaurant. Restaurant shall not resell, hire or allow third parties to use the payment services available through the Services to enable such third parties to receive payment for their services.
Payment processing services for Restaurants may be provided by Adyen. By signing up with Slice or continuing to operate as a Restaurant hereunder, you agree to Adyen’s Terms and Conditions. Restaurant further agrees to Adyen’s Restricted and Prohibited Products and Services List, and Restaurant agrees not to use the Services for any product or service that appears on such Restricted and Prohibited Products and Services List. Slice is not responsible for any payment processing conducted by the Processor, which is not affiliated with Slice.
As a condition of Restaurant’s use of the Services, Restaurant further agrees to the Acquiring Addendum – Wells Fargo Bank, N.A. (USA) attached hereto as Annex 7.
Taxes. Unless otherwise required by applicable laws, Restaurant is solely responsible for calculating, reporting and remitting all taxes, levies, duties or similar government assessments of any nature (collectively, “Taxes”), including, for example sales taxes and meal taxes, if applicable, assessable by any jurisdiction whatsoever associated with (i) Orders and (ii) all amounts payable by Restaurant to Slice pursuant to this Agreement. All payments to Slice are payable in full without reduction for Taxes, except as expressly set forth herein. In the event Slice is required under applicable law to calculate, report and remit any Taxes in connection with the transactions described in this Agreement, Slice shall retain the proper amount of such Taxes from the Grand Total and/or, at Slice’s election, invoice Restaurant for such Taxes pursuant to Section 6(b) of the General Terms. Restaurant is responsible for payment of all Taxes, excluding taxes owed by Slice based on Slice’s income. If Slice has the legal obligation to pay or collect Taxes for which Restaurant is responsible pursuant to this Section, the appropriate amount shall be invoiced to and paid by Restaurant, unless Restaurant provides Slice with a valid tax exemption certificate authorized by the appropriate taxing authority.
Overdue Charges. If any invoiced amount is not received by Slice by the due date, then without limiting Slice’s rights or remedies, Slice may, in its sole discretion, (i) charge interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower and/or (ii) condition the future provision of Services on payment terms different than those specified in Section 6 herein and the applicable Order Form agreed between the parties.
Card on File. Slice may require Restaurant to have a payment card or other payment method associated with Restaurant’s Account. Restaurant authorizes Slice to charge all Fees to the payment method designated in Restaurant’s Account. If there is a problem charging the selected payment method, Slice may charge any other valid payment method associated with Restaurant’s Account. Slice reserves the right to request additional information from Restaurant if Slice has reason to believe, in its sole discretion, that a payment method may be fraudulent. If Restaurant’s payment card expires or is replaced by Restaurant’s issuing bank, the card network may provide Slice with updated card details associated with the same account. Slice may use these new details to prevent any interruption to Services. In addition, Slice may charge another stored payment card if Restaurant’s default payment is declined or no longer available to Slice.
Suspension of Services for Non-Payment. If any amount owed by Restaurant under this Agreement (including any Order Forms) are thirty (30) or more days overdue, Slice may, without limiting Slice’s other rights and remedies, suspend the provision of any Services to Restaurant and/or Restaurant’s access to the Platform until all such amounts are paid in full.
Refunds to Consumers; Sales Transaction Refunds and Chargebacks.

Refunds to Consumers. Slice reserves the right, in its sole discretion, to issue a refund to a Consumer, and in the event Slice elects to issue a refund, such election shall not obligate Slice to provide a corresponding reimbursement to Restaurant.
Sales Transaction Refunds. Restaurant agrees to pay Slice credit card processing fees and transactions fees as set forth in the Order Form. Restaurant understands that such processing and transaction fees are not refundable, even if Restaurant initiates a refund for a particular sales transaction. Where Restaurant initiates a refund for a particular sales transaction, Slice may deduct the amount of that refund from Restaurant’s Grand Total. Restaurant agrees that it shall not add a surcharge to transactions, except as expressly permitted by, and in full compliance with, applicable law and any relevant Card Schemes.
Chargebacks. Restaurant agrees to pay chargeback fees as set forth in the Order Form or as otherwise communicated to Restaurant by Slice. Restaurant understands and agrees that it is solely responsible for assessing and disputing any chargebacks, even if Slice assists Restaurant in disputing a chargeback. Restaurant further understands all chargeback fees are nonrefundable, even if Restaurant successfully challenges and reverses a chargeback.

Disputed Fees. If Restaurant disputes any amounts charged as Fees to Restaurant for the Services, Restaurant must notify Slice at [email protected] in writing within thirty (30) days of incurring the charge that Restaurant disputes. If Restaurant notifies Slice after thirty (30) days, Restaurant agrees Slice has no obligation to provide any adjustments or refunds with respect to the disputed Fees. Restaurant and Slice shall make good-faith attempts to resolve the dispute within thirty (30) days of Restaurant’s timely notice to Slice. If the dispute is not resolved within the 30-day period, Slice may, at its option, terminate this Agreement (in whole or in part) immediately or suspend Restaurant’s access to the Services. Restaurant agrees that all undisputed amounts shall remain due and payable as specified herein.
Functionality. Restaurant agrees that its subscription or other purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Slice regarding future functionality or features. Notwithstanding any terms of this Agreement to the contrary, Slice may modify or update any aspects of the Services in its discretion. In the event any modification or update results in a material reduction by Slice of the scope, features or functionality of the Services set forth in the Order Form, Restaurant may, within thirty (30) days of the effective date of such modification or update, terminate this Agreement upon written notice to Slice. Restaurant’s failure to provide notice within such notice period is deemed to be Restaurant’s acceptance of Slice’s modification and/or update to the Services. The Services may contain or use third-party materials, products or services, and Slice reserves the right to replace, supplement or discontinue any such materials, products or services.
Early Termination Fee. If Slice permits Restaurant to terminate a Service prior to the end of the initial Order Form Service Term or any subsequent renewal term (other than due to Slice’s material breach pursuant to Section 8(c)), Restaurant shall immediately pay Slice (i) any amounts due and owing to Slice under this Agreement (including, without limitation, Hardware return fees as set forth in Annex 4) and (ii) an amount equal to the aggregate fees (calculated without any discounts) that would otherwise have been payable by Restaurant during the initial Order Form Service Term or relevant renewal term, as applicable, for all terminated Services (including, without limitation, any subscription Fees and Hardware Fees, and excluding per transaction fees) (collectively, the “Early Termination Fee”). The parties agree that it may be difficult to ascertain the actual damages that would result from such early termination by Restaurant and that the above amount is a reasonable estimate of the damages that would be incurred by Slice. The parties acknowledge that this provision is intended to be a genuine estimate of damages and not a penalty. Payment of this Early Termination Fee shall not limit Slice’s right to seek other remedies available under this Agreement or at law.

7. General Representations and Warranties. Restaurant represents and warrants that:

it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement;
the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Restaurant and have been duly authorized by all necessary corporate action on the part of Restaurant, and constitute a valid and binding agreement of Restaurant;
at all times during the Term, Restaurant will comply with the terms of this Agreement and all applicable laws, regulations and ordinances, including laws governing the sale of food or other products offered by Restaurant;
Restaurant Data (including the Restaurant Marketing Materials, Restaurant's Trademarks and any images of Restaurant's items or other marketing material made available by Restaurant to Slice hereunder) and Slice's exercise of any license granted hereunder, do not and will not, infringe, misappropriate or otherwise violate the rights of any third party, including, without limitation, any Intellectual Property rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, moral rights, rights of attribution or any other rights of third parties not specifically identified in this Agreement;
Restaurant has obtained all third-party clearances, permissions and licenses which are necessary in connection with Slice's use of the Restaurant Data and/or Slice's exercise of any rights granted to it hereunder, including, but not limited to, licenses to allow Slice to use and display Restaurant Data on the Platform, and Slice shall not be obligated to pay any fees in connection therewith;
Restaurant shall ensure that the tax rates provided to Slice are accurate, complete and up-to-date and shall immediately update and change such tax rates if the tax rates change;
Restaurant is not barred or otherwise legally prohibited from accessing or using any of the Services; and
Neither Restaurant nor any of its Authorized Users are, nor shall be at any time, subject to any sanctions imposed by the Office of Foreign Assets Control (OFAC) of the U.S. Department of Treasury or restricted from doing business under the regulations of OFAC, and neither Restaurant nor any of its Authorized Users are, nor shall be at any time, listed on the Specially Designated Nationals and Blocked Persons List or any other similar list maintained by OFAC.

8. Term and Termination

Term of Agreement. This Agreement commences on the Effective Date and continues until all Order Forms hereunder have expired or been terminated by either party (the “Term”).
Service Periods. Slice will provide the specific Service identified in an Order Form, which may include the use of Hardware, subject to the terms and conditions of this Agreement and the applicable provisions of the Product Specific Terms and Descriptions during the Order Form Service Term specified in the applicable Order Form for such Service. After the initial Order Form Service Term ends, unless otherwise specified in the Product Specific Terms and Descriptions or the Order Form, the Order Form Service Term for each Service will automatically renew for consecutive periods of the same duration as the initial Order Form Service Term, unless either party provides the other with at least thirty (30) days’ written notice of its intent not to renew the then-current Order Form Service Term for such Service. If no Order Form Service Term is specified for a Service in the Order Form, unless otherwise specified in the Product Specific Terms and Descriptions, the initial Order Form Service Term for such Service will be one month, and such Order Form Service Term will renew for consecutive one-month periods unless either party provides the other with at least thirty (30) days’ written notice of its intent not to renew the then-current period. Notwithstanding this Section, sales of Goods shall not be subject to an Order Form Service Term unless expressly provided in the applicable Order Form or Sales Confirmation.
Termination. Slice may terminate this Agreement for any reason or no reason upon thirty (30) days’ prior written notice to the other party. In addition, either party may terminate this Agreement at any time for a material breach of this Agreement by the other party if such party fails to remedy such breach within thirty (30) days after receiving notice of the breach. Further, Slice may suspend access to any portion of the Platform, remove some or all Restaurant Data or immediately terminate this Agreement (or any portion thereof), in Slice’s sole discretion, if Slice reasonably believes that Restaurant, its Authorized Users, Restaurant’s Consumers or any third party is engaged in: (i) any activity that may harm Slice, its systems, any Slice IP or any third-party systems; (ii) fraudulent or illegal activity or any other activity that could result in legal liability to Slice or any third party; or (iii) violation of the terms of this Agreement. In case of a suspension, any such suspension may continue until Slice has received satisfactory assurances that the activity causing the suspension has been cured, and it will not recur.
Effect of Termination. Except as explicitly provided herein, upon termination or expiration of this Agreement, all licenses granted pursuant to this Agreement will cease and Restaurant will immediately cease using the Platform, any Intellectual Property, Confidential Information or other materials licensed or otherwise made available by Slice, subject to any surviving rights that may be granted hereunder. For the avoidance of doubt, the foregoing does not restrict Slice’s rights to the Aggregated Data under Section 9(f) of the General Terms.
Portability and Deletion of Restaurant Data. Upon request by Restaurant made within thirty (30) days after the effective date of termination or expiration of this Agreement, Slice will make Restaurant Data available to Restaurant for export or download. After that thirty (30) day period, Slice will have no obligation to maintain Restaurant Data, and may thereafter delete or destroy all copies of Restaurant Data maintained by Slice. The foregoing does not restrict Slice’s rights to the Aggregated Data under Section 9(f) of the General Terms.
Survival. The terms of this Agreement (including the applicable Annex) which by their nature are intended to survive termination or expiration hereof shall survive, including the following provisions: Sections 1, 5, 6, 7, 8(d), 8(e), 8(f), 9, 10, 11,12(c), 12(e), and 13 of these General Terms; Sections 1(c), 3(b), and 5 of Annex 1 (Slice Platform Terms); Sections 1(c) and 1(d) of Annex 2 (Professional Services); Sections 2(a), 2(b), 2(c), 3, 4, 5, and 7 of Annex 3 (Slice POS Terms); Sections 2, 3, 4, 5, 6, 7, 8, 9, and 10 of Annex 4 (Hardware Terms); Sections 1(b)(i), 2(b), 3(b), 5(b), and 6(b) of Annex 5 (Product Specific Terms and Descriptions); Sections 2(b), 2(c), 2(d), 3, 4, 5(c), 6, 7, 8, and 9 of Annex 6 (Supplies Terms); and the terms of Annex 7 identified as surviving therein.

9. Proprietary Rights and Licenses.

Reservation of Rights. Nothing in this Agreement or the performance thereof will operate to grant Restaurant any right, title or interest, whether by implication, estoppel or otherwise, in or to the Slice IP, other than the limited rights expressly granted to Restaurant hereunder. As between the parties, Slice exclusively owns, and reserves all rights, title, and interest in and to the Slice IP.
License to Restaurant Data. Restaurant grants to Slice and its Affiliates a worldwide, non-exclusive, royalty-free, fully paid-up license to access, use, modify, translate, process, copy, distribute, perform, export and display Restaurant Data (i) to provide, maintain, and update the Services; (ii) to prevent or address service, security, support or technical issues; or (iii) as otherwise authorized by Restaurant. Restaurant is solely responsible for Restaurant Data, including, without limitation, its accuracy, quality, content and legality, the means by which it is acquired, and any transfer of Restaurant Data in connection with or outside of the Services by Restaurant, any of its Authorized Users, or any third party authorized by Restaurant. Without limiting the foregoing, Restaurant represents and warrants that it has secured all rights in and to Restaurant Data from its Authorized Users or third parties as may be necessary to grant the license to Restaurant Data, and for Slice to perform the Services using Restaurant Data. As part of this representation and guarantee, Restaurant represents and warrants that it either owns the copyright or other Intellectual Property rights to any images or other Restaurant Data provided to Slice to perform the Services, or Restaurant has acquired all necessary worldwide, fully paid-up license rights for Slice to perform the Services using the Restaurant Data, including but not limited to rights to copy, transmit and display on the Platform or on other website or advertising any images provided by Restaurant or used on the Restaurant Website as may be requested pursuant to an Order Form. Restaurant will provide Slice written proof of ownership or sufficient license rights to Restaurant Data upon demand.
License to Feedback. Restaurant grants to Slice and its Affiliates a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use and incorporate into its products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by Restaurant or Authorized Users relating to any of the Services, Beta Services or any other Slice product or service without obligation or restriction of any kind.
License to Restaurant’s Trademarks and Restaurant Marketing Materials. Restaurant grants to Slice and its Affiliates a worldwide, royalty-free license to use and display any of Restaurant’s Trademarks and all Restaurant Marketing Materials in connection with Slice’s performance of the Services, to disclose that Slice provides services to Restaurant, to market and promote Restaurant’s products and other promotional activities undertaken by Slice relating to the Platform. Restaurant is solely responsible for obtaining all necessary rights, permissions, consents and licenses necessary for Slice to use third-party materials contained in Restaurant Marketing Materials in accordance with this Agreement.
License to Slice’s Trademarks. During the Term, Slice grants to Restaurant a limited, non-exclusive license to use Slice’s Trademarks solely in connection with any co-branded marketing materials developed pursuant to Professional Services or Goods provided by or on behalf of Slice to Restaurant under this Agreement. All goodwill generated from Restaurant’s use of Slice’s Trademarks as set forth herein shall inure to the benefit of Slice.
Aggregated Data. Restaurant agrees that Slice may collect, create, use and disclose Aggregated Data, or de-identified data for its business purposes, including, without limitation, industry analysis, benchmarking, analytics, and marketing. Without limiting the foregoing, Slice may aggregate, anonymize, or de-identify Register Consumer Data and Consumer Data such that it no longer constitutes Register Consumer Data or Consumer Data and process such information for its own lawful business purposes, including without limitation for purposes of creating data insights and analytics.

10. Limitation of Liability.

Limitation of Liability. UNDER NO CIRCUMSTANCES WILL SLICE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY RESTAURANT HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM UNDER THIS AGREEMENT. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE THEORY OF LIABILITY.
Exclusion of Consequential and Related Damages. NEITHER SLICE NOR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS WILL BE LIABLE TO RESTAURANT OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOSS OF PROFITS, REVENUES, INCOME, DATA, BUSINESS INTERRUPTION OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE SERVICES, WHETHER AN ACTION IS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SLICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Basis of the Bargain. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

11. Indemnification.

Indemnification by Slice. Slice will defend Restaurant against any claim, demand, suit or proceeding made or brought against Restaurant by a third party alleging that the Platform infringes or misappropriates such third party's Intellectual Property rights (a “Claim Against Restaurant”), and will indemnify Restaurant from any damages, attorney fees and costs finally awarded against Restaurant as a result of a Claim Against Restaurant, or for amounts paid by Restaurant under a court-approved settlement of a Claim Against Restaurant, provided Restaurant (i) promptly gives Slice written notice of the Claim Against Restaurant, (ii) gives Slice sole control of the defense (including selection of attorneys) and settlement of the Claim Against Restaurant (except that Slice may not settle any Claim Against Restaurant unless the settlement releases Restaurant of all liability) and (iii) gives Slice necessary assistance, at Slice’s reasonable expense (not to include payment of wages, travel, or lodging costs for Restaurant employees or officers). The above defense and indemnification obligations do not apply to the extent a Claim Against Restaurant arises from use of Restaurant Data, Restaurant’s breach of this Agreement, misuse of the Platform or Restaurant Website, modification of the Platform or Restaurant Website, or Restaurant’s failure to use any enhancements, modifications or updates to the Platform or Services (including with any Hardware) that have been made available by Slice. If Slice receives information about an alleged infringement or misappropriation claim related to the Platform or Services, Slice may, in its discretion and at no additional cost to Restaurant: (1) modify the Platform or Services to attempt to ameliorate the alleged infringement or misappropriation; (2) obtain a license for Restaurant’s continued use of the Platform or Services in accordance with this Agreement; or (3) terminate Restaurant’s subscriptions for the Services upon 30 days' written notice and refund Restaurant any prepaid fees covering the remainder of the term of the terminated Order Form. Notwithstanding any contrary provision in this Agreement, if Slice provides any of the remedies set forth in this Section 11(a), Restaurant agrees that such action satisfies Slice’s obligations under this Agreement, and Restaurant is not eligible for further relief. This Section 11(a) states Slice’s sole liability to, and the Restaurant’s exclusive remedy against Slice for type of claim described in this Section 11(a).
Indemnification by Restaurant. Restaurant will indemnify, defend (at Slice’s option) and hold Slice and its Affiliates and their respective directors, officers, employees, contractors, agents, successors and assigns harmless from and against any damage, cost, loss, liability and expense (including, without limitation, attorneys’ and experts’ fees and costs) incurred in connection with any claim, demand, suit or proceeding made or brought against Slice by a third party arising out of or alleging that Restaurant Data infringes or misappropriates such third party's Intellectual Property rights or violates applicable law, or any claims by a third party or by Slice in connection with (i) Restaurant’s breach of this Agreement or of any applicable law, (ii) illness or any harm associated with the provision, handling, delivery and/or consumption of any items in an Order, (iii) any response by Slice to any Legal Process, (iv) Restaurant’s violation of any third-party right, including any right of publicity, confidentiality, property or privacy right, (v) any dispute between Restaurant and a third party, (vi) any activities under Restaurant’s Account, (vii) Restaurant’s use of any Consumer Data and/or Register Consumer Data; (viii) negligent or willful misconduct of Restaurant or any of its officers, directors, employees, contractors, consultants, service providers or agents; (ix) Restaurant’s failure to maintain reasonable security in connection with the use of Slice POS; and (x) any claim that Restaurant is in breach of the terms of any agreement entered into between it and any Processor, as well as any fines, fees, penalties and chargebacks for which Slice is charged as a result of Restaurant’s entering into such agreement or with respect to any claims by a Processor (each a "Claim Against Slice"). Restaurant will not settle, compromise, or otherwise enter into any agreement regarding the disposition of any Claim Against Slice without the prior written consent and approval of Slice. Slice reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Restaurant (without limiting Restaurant’s indemnification obligations), and Restaurant agrees to cooperate with Slice’s defense of that claim. If the defense or settlement is assumed by Restaurant, Slice may at any time thereafter elect to take over control of the defense and settlement of the claim.

12. Beta Services.

Beta Services. Slice may, but does not have the obligation to, offer Restaurant to try Beta Services at no additional charge. Restaurant may accept or decline any such trial in Restaurant’s sole discretion. Beta Services will be designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes only, and not for production use. They are not considered “Services” under this Agreement, are not supported and may be subject to additional terms.
Term and Availability of Beta Services. Unless otherwise stated in an Order Form, or in the specific terms applicable to such Beta Services, any Beta Services trial period will expire upon the earlier of (i) one (1) year from the trial start date, (ii) the termination by either party of its provision or use, as applicable, of the Beta Services, or (iii) the date that a version of the Beta Services becomes generally available. Slice reserves the right to modify or terminate the Beta Services, or to limit access to the Beta Services, at any time, in its sole discretion, with or without notice. Except as otherwise set forth in an Order Form, Restaurant may discontinue its use of the Beta Services at any time upon notice to Slice.
Data. The content, data and information made available to Slice in connection with the Beta Services shall be considered Register Consumer Data, Consumer Data and/or Restaurant Data, as applicable, and all related terms and conditions shall apply. Further, any data that is derived or aggregated, in deidentified form, regarding Restaurant’s use of the Beta Services shall be considered Aggregated Data under this Agreement and all related terms and conditions shall apply.
Access and Use Restrictions. Restaurant agrees to (a) test the Beta Services and cooperate with Slice in evaluating the Beta Services, (b) access and use the Beta Services only for evaluation and testing purposes and (c) provide Slice with feedback as reasonably requested by Slice from time to time. Restaurant shall not: (a) make the Beta Services available to, or use the Beta Services for the benefit of, anyone other than Restaurant; (b) use the Beta Services for any fraudulent or illegal purposes or in any manner that could damage, disable, overburden, impair or otherwise interfere with Slice making the Beta Services available to its customers generally; or (c) access or use the Beta Services in order to build a competitive product or service.
No Liability or Warranties. Slice will have no liability for any harm or damage arising out of or in connection with the Beta Services, and Restaurant accepts all risk associated with its use of the Beta Services. THE BETA SERVICES AND ANY OTHER MATERIALS PROVIDED BY SLICE IN CONNECTION WITH THE BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,”AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SLICE SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

13. Miscellaneous.

Notices. Except as otherwise set forth herein, all notices under this Agreement will be in writing and if intended for Restaurant shall be directed to Restaurant’s address set forth on the Order Form or such other address provided by Restaurant to Slice pursuant to this Notice provision, and if intended for Slice shall be directed to the attention of Restaurant’s partner success manager at [email protected] with a copy to Slice’s General Counsel at 349 Fifth Avenue, 6th Floor, New York, New York 10016, email: [email protected] or such other address provided by Slice to Restaurant. Such notice will be deemed to have been duly given (i) when received, if personally delivered; (ii) the first business day after sending by email; (iii) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (iv) upon receipt, if sent by certified or registered mail, return receipt requested.
Amendments. This Agreement may be modified, amended or updated by Slice from time to time by posting updated terms and conditions. Slice shall provide Restaurant with reasonable notice, including via transmission of such updated terms via electronic means and in connection with any Order Forms, of any material updates to this Agreement. Restaurant’s continued use of the Services on or after the date the updated version of this Agreement becomes effective constitutes Restaurant’s acceptance of the updated version of this Agreement. Without limiting the foregoing, the Order Form may be amended to add or subtract Services set forth therein pursuant to the oral agreement of Restaurant and Slice provided that Slice shall not be bound by any such oral agreement unless Slice provides Restaurant with written notice (which may be pursuant to email) of such addition, subtraction or change following such oral agreement (each, a “Service Amendment”). Restaurant agrees that the Services subject to any Service Amendment shall continue to be subject to this Agreement.
Relationship of the Parties. Slice is performing the Services as an independent contractor and nothing in this Agreement will be construed as establishing an employment, agency, partnership or joint venture relationship between Restaurant and Slice or any Slice employees or other persons performing Slice’s obligations hereunder. Except as expressly set forth herein, neither party will have the authority to act on behalf of or bind the other party in any manner.
Force Majeure. Except for obligations to pay money, neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of such party, which may include hosting provider or service provider failure or delay, denial-of-service attacks, strikes, shortages, riots, fires, acts of God, war, disease, terrorism and governmental action (each, a “Force Majeure Event”).
Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver by either party of any default, misrepresentation or covenant in this Agreement, whether intentional or not, will be deemed to extend to any prior or subsequent default, misrepresentation or covenant under this Agreement or affect in any way any rights arising by virtue of any prior or subsequent occurrence.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however that Slice may assign this Agreement in its entirety (including all Order Forms), without Restaurant’s consent, to an Affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Restaurant shall promptly notify Slice of any merger, acquisition, corporate reorganization or sale of all or substantially all of its assets and provide all necessary documentation requested by Slice evidencing such transfer. Upon Slice’s consent (email is sufficient), Restaurant may transfer this Agreement and all of its rights and obligations hereunder to a third party and shall execute all documentation reasonably requested by Slice to effectuate such transfer. Restaurant shall indemnify and hold harmless each of Slice and its Affiliates’ respective directors, officers, employees, contractors, agents, successors and assigns from and against any damage, cost, loss, liability and expense (including, without limitation, attorneys’ fees and costs) arising out of such assignment or transfer. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. Any assignment or transfer of this Agreement made in contravention of this provision shall be null and void and of no effect.
Communications With Slice. Slice may now or in the future contact Restaurant for various purposes in connection with the Services. By entering into this Agreement, Restaurant grants its prior express consent to receive all communications, including automated phone calls and text messages, prerecorded phone messages, facsimile messages and electronic mail, from or on behalf of Slice, its Affiliates and its or their employees, agents and contractors (including third-party service providers), for any purpose. Message and data rates may apply. Restaurant represents that it is the owner or authorized user of the phone number(s) associated with Restaurant’s Account, and that the person executing this Agreement on behalf of Restaurant is authorized to approve any applicable charges. This consent shall be irrevocable and shall continue in force so long as Restaurant continues to be subject to this Agreement or continues to use Slice’s Services, unless applicable law requires such consent to be revocable. Nothing in this Section shall be construed as an acknowledgment that Slice is required under applicable law to obtain consent to send any such communications. Restaurant understands and agrees that the calls placed by Slice may be automatically dialed. Restaurant consents to receiving such calls and agrees they will not be considered “unsolicited” calls or telemarketing calls for purposes of applicable state or federal laws. Restaurant agrees that Slice may record and maintain interactions with Restaurant personnel, including by recording phone calls, in accordance with applicable law. Further, Slice and its service providers may receive and store data about text messages exchanged, including the date and time of the text message, the phone number, and the content of the text message.
Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in New York County, New York, and the parties irrevocably consent to the personal jurisdiction and venue therein.
Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Restaurant and Slice regarding Restaurant’s use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency between an applicable Order Form, and these Terms and Conditions, these Terms and Conditions will govern unless the Order Form expressly provides that it is intended to govern in the event of such conflict or inconsistency. Without limiting the foregoing, this Agreement prevails over any of Restaurant’s general terms and conditions of purchase regardless of whether or when Restaurant has submitted its purchase order or such terms. Fulfillment of Restaurant’s order for Goods or other Services does not constitute acceptance of any of Restaurant’s terms and conditions and does not serve to modify or amend this Agreement.
Headings. The headings used in this Agreement are for reference only and do not define, limit, or otherwise affect the meaning of any provisions hereof.

ANNEX 1
SLICE PLATFORM TERMS

These Slice Platform Terms (“Slice Platform Terms”) govern Restaurant’s access to and use of the Platform and related Services that Slice provides to Restaurant.

1. Platform Access and Use

License to Platform. During the applicable Order Form Service Term, and subject to Restaurant’s compliance with the terms and conditions of this Agreement and the applicable Order Form, Slice grants Restaurant a limited, non-sublicensable, non-transferable, non-exclusive license to access and use, solely for Restaurant’s internal business purposes, the portions of the Platform that Slice has agreed pursuant to the applicable Order Form to make available to Restaurant excluding Slice POS .
Access to Slice’s Administrative Dashboard. To the extent deemed applicable by Slice, Slice will provide Restaurant with web and mobile access to an administrative dashboard. For purposes of this Agreement, the administrative dashboard shall be deemed a part of the Platform, and all access and usage rights and restrictions set forth in Section 1(c) of this Annex 1 with respect to the Platform shall apply to the administrative dashboard. Restaurant shall keep all Restaurant Data current and accurate by making updates on the administrative dashboard as frequently as needed.
Use Restrictions.
1. Restaurant shall not: (A) make the Platform available to, or use the Platform for the benefit of, anyone other than Restaurant; (B) sell, resell, license, sublicense, distribute, rent or lease the Platform; (C) use the Platform for any fraudulent or illegal purposes or in any manner that could damage, disable, overburden, impair or otherwise interfere with Slice making the Platform available to its customers generally; (D) store or transmit infringing, libelous, obscene, immoral, vulgar or otherwise unlawful or tortious material through the Platform; (E) store, transmit, display or otherwise use malicious code, or material that violates the rights of any third party including, without limitation, Intellectual Property, proprietary, privacy or similar rights through the Platform; (F) interfere with or disrupt the integrity or performance of the Platform or content contained therein; (G) attempt to gain unauthorized access to the Platform or its related systems or networks; (H) permit direct or indirect access to or use of the Platform in a way that circumvents a contractual usage limit, or otherwise in any manner not expressly authorized in this Agreement; (I) copy the Platform or its content or any part, feature, function or user interface thereof; (J) access the Platform or its content in order to build a competitive product or service; (K) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Platform or any part thereof; (L) modify, translate, or otherwise create derivative works of the Platform or its content; (M) pharm, pretext, spider, crawl, or scrape the Platform or (N) allow the removal, alteration, covering, or obscuring of any of Slice’s Trademarks that appear on the Platform or its content.
2. Slice reserves the right to, in its sole discretion: (A) suspend or immediately terminate Restaurant’s access to the Platform in the event of a breach by Restaurant, including any Authorized User, of Section 1(c)(i) of this Annex 1; (B) remove or delete any material that Slice determines violates Section 1(c)(i) of this Annex 1 and (C) cancel Orders due to disputed charges, fraudulent sign-ups or Orders, Account deactivations, any violations of Slice’s Terms of Service by any Consumers at https://slicelife.com/pages/terms-of-service#termsofuseor as otherwise deemed appropriate by Slice.

2. Restaurant Platform Support and Consumer Support Services; Hardware. Unless otherwise specified in an Order Form for the Platform and related Services, and subject to Restaurant’s compliance with the terms of this Agreement, Slice will provide Restaurant with reasonable support services for the Platform by calling Slice at such customer support number as made available by Slice to Restaurant. Further, Slice may designate a dedicated partner success manager for Restaurant upon acceptance of this Agreement (“Shop Support”).

Restaurant agrees to reasonably cooperate with Slice to troubleshoot any malfunctioning Hardware, including by telephonic support or in-person support. If Slice determines, in its reasonable discretion, that the Hardware should be replaced, Slice will ship replacement Hardware to Restaurant, subject to Restaurant’s compliance with the return procedure communicated by Slice and the terms of Annex 4. Notwithstanding the foregoing, Slice may in its discretion not provide Shop Support with respect to Hardware (including Hardware) not running the most-current version of the Platform, where Restaurant has failed to use any enhancements, modifications or updates to the Platform or Services that Slice has made available or where Restaurant has interfered with Slice’s ability to perform device management as contemplated in Section 4(b) of the General Terms. Separately and in addition to Shop Support, Slice will provide reasonable customer support services to Consumers solely with respect to its Online Ordering Platform pursuant to and in accordance with Slice’s Terms of Service at https://slicelife.com/pages/terms-of-service#termsofuse.

Slice may perform maintenance on or provide updates to the Platform, which may result in service interruptions, delays, or errors. Slice will not be liable for any such interruptions, delays, or errors, including without limitation, lost business as a result of such interruptions, delays or errors. Slice may, at its discretion, release enhancements, improvements or other updates to any software. If Slice notifies Restaurant that such update requires an installation, Restaurant shall integrate and install such update into Restaurant’s systems within the earlier of (i) fourteen (14) calendar days of receipt of such notice or (ii) such other date as indicated by Slice. Failure to install any updates in a timely fashion may impair the functionality of the Platform. Slice shall have no liability for Restaurant’s failure to properly install the most current version of any software or any update, and Slice shall have no obligation to provide support or services for any outdated versions. Certain software can automatically install, download and/or deploy updated and/or new components, which may include a new version of the software itself. Restaurant shall not, in any event or in any manner, interrupt, delay or otherwise impede the updating process.

3. Restaurant Responsibilities.

Order Processing. Restaurant agrees to promptly provide Slice with information Slice reasonably requires to provide the Platform and related Services. Without limitation, Restaurant shall provide to Slice and maintain the accuracy of (i) the items offered by Restaurant to Consumers; (ii) the prices of items offered by Restaurant to Consumers, including any applicable fees or taxes; (iii) the descriptions of any items offered by Restaurant to Consumers; and (iv) Restaurant’s hours of operation, including changes due to holidays or other events (collectively, the “Specifications”). The Specifications must be at least as favorable to the Consumer as that which is available for Restaurant’s standard takeout menu or as offered by Restaurant to any Consumer either directly or through any other third-party ordering, pickup or delivery service. Restaurant is solely responsible for accuracy of the Specifications. Restaurant further agrees it will accept and timely honor all Orders placed by Consumers on the Online Ordering Platform, and Restaurant is solely responsible to Consumers for any delay or errors that may occur in connection with any Orders. If Restaurant collects tips from Consumers through the Platform, Restaurant represents and warrants it will distribute such tips in accordance with applicable law.
Data Security. Restaurant shall implement and maintain reasonable and appropriate physical, technical and organizational safeguards to protect Consumer Data and Register Consumer Data that it accesses against Security Incidents. Restaurant will promptly (i.e., within 48 hours) notify Slice in writing in the event any such Consumer Data or Register Consumer Data is subject to a Security Incident, and such notice shall include, at a minimum: (i) a description of the Security Incident, including the types of information impacted by the Security Incident; (ii) steps Restaurant has taken and will take to mitigate the impact of the Security Incident and remediate the causes of the Security Incident; and (iii) any other information reasonably requested by Slice. Restaurant shall provide Slice with reasonable assistance in responding to such Security Incident, including with respect to notifying impacted Consumers and governmental authorities.
1. Consumer Data—Online Ordering Platform. As between Slice and Restaurant, all data and information collected by or on behalf of Slice through the Online Ordering Platform or related Services, including, without limitation, usage data, performance data and Consumer Data, are and shall remain the exclusive property of Slice. Notwithstanding the foregoing, Slice may, in its sole discretion, provide Consumer Data to Restaurant for purposes of providing products and/or services requested by Consumers (including fulfilling Orders), and/or where the Consumer uses or directs Slice to intentionally disclose the Consumer Data to, or interact with, Restaurant. Restaurant shall only use Consumer Data for the purposes for which it was disclosed by Slice, and the parties agree that any such disclosure is not intended to be a “sale” of Consumer Data, as such term is defined under applicable privacy and data security laws. In connection with its access and use of Consumer Data, Restaurant will at all times: (i) comply with the terms and conditions of this Agreement, applicable privacy and data security laws (including providing the same level of data protection as required of Slice under applicable privacy and data security laws), and Slice’s privacy policy available at https://slicelife.com/pages/privacy; and (ii) limit access to Authorized Users and third parties who have a need to know such Consumer Data and are obligated (in the case of third parties, contractually) to maintain the privacy, security and confidentiality of such Consumer Data. Restaurant will be solely liable for any access, collection or other use or misuse of any Consumer Data by Restaurant, its Authorized Users or any third party to the extent such third party’s access, collection or use was made possible by Restaurant.
Prohibition on Sale of Alcohol. Restaurant may not offer alcohol through the Platform without Slice’s prior written consent. Restaurant shall only offer alcoholic beverages in compliance with all applicable laws, rules and regulations, and subject to the terms and conditions of this Agreement. Restaurant shall, and will be solely responsible to ensure, that the recipient of any alcoholic beverage is of age to purchase alcohol. Alcoholic beverages may not, under any circumstances, be delivered through contactless delivery. Restaurant acknowledges and agrees that all sales of alcohol made through the Platform are processed and made by Restaurant, and Slice is not a party to the transaction between Restaurant and the Consumer for the sale of alcohol. Restaurant, and not Slice, shall be responsible for the delivery of any Orders containing alcohol.
Prohibition on Certain Regulated Goods and Services. Restaurant may not offer any regulated products or services via the Platform, including, without limitation, marijuana or marijuana dispensary services, any cannabis-based products, guns, ammunition, flammable and combustible substances, and gambling services (online gambling, lottery, games of chance or fantasy sports leagues). In addition, Restaurant may not (i) offer any illegal substances, drugs, or drug paraphernalia or any pyramid or Ponzi investment schemes via the Platform or (ii) operate as an adult entertainment business offering adult-related products and services, a psychic business, or currency exchange. Slice may, in addition to other available remedies under this Agreement, suspend access to any portion of the Platform, remove some or all Restaurant Data or immediately terminate this Agreement (or any portion thereof), in Slice’s sole discretion, if Slice believes that Restaurant or its Authorized Users is in violation of this provision.
Internet Connectivity. Restaurant is responsible for obtaining and maintaining a high-speed internet connection and all related software, hardware (including network systems) and internet service provider relationships necessary or appropriate for Restaurant to properly access the Platform and the Services, including when utilizing Hardware provided pursuant to Annex 4. Slice has no responsibility or liability under this Agreement for any unavailability or failure of, or non-conformity or defect in the Services that is caused by or related in any manner to any failure of Restaurant to obtain and maintain all such internet connectivity and related software, hardware, equipment and relationships.
Promotions and Offers. In its sole discretion, Slice may from time-to-time notify Restaurant (with email notice permissible) of promotions and offers to be extended to Consumers (“Required Promotions”). Restaurant agrees that it will fully participate in all Required Promotions as a condition of using the Platform; provided that if Restaurant objects to any Required Promotions, then Restaurant shall notify Slice of such objection in writing within five (5) days of Slice’s notice of such Required Promotion (the “Objected To Promotion”). If Slice continues to require Restaurant to participate in the Objected To Promotion after receiving such notice, then Restaurant may terminate this Agreement upon written notice to Slice within five (5) days of Slice’s response to Restaurant’s objection. If Restaurant fails to object to a Required Promotion within the time period set out in this Section, Restaurant is deemed to agree to participate in such Required Promotion. Restaurant will honor and fulfill the terms of all Required Promotions to all eligible Consumers who comply with the terms of such Required Promotions.

4. Additional Representations and Warranties. In addition to and without limiting Restaurant’s representations and warranties elsewhere in this Agreement, Restaurant further represents and warrants that:

Restaurant’s use of the Platform or execution of this Agreement does not and will not conflict with Restaurant’s obligations to any third parties, including, without limitation, franchise agreements;
Restaurant will charge Consumers the same prices (or lower) that it charges for consumers who do not use the Platform;
Restaurant will maintain the accuracy of the information made available to Consumers through the Platform, including menu prices;
Restaurant will timely and properly process all Orders, and the timeliness, quality, and other characteristics of the Orders shall be as favorable as those extended to its other customers not using the Platform; and
Any images included on the Platform of any items offered by Restaurant through the Platform are accurate representations of such items.

5. Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED IN THESE PLATFORM TERMS, IN ADDITION TO DISCLAIMERS SET FORTH IN THE OTHER ANNEXES OF THIS AGREEMENT, SLICE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE PLATFORM OR THE SERVICES, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SLICE SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OR THE OTHER DISCLAIMERS SET FORTH IN THE OTHER ANNEXES OF THIS AGREEMENT, SLICE DISCLAIMS ANY WARRANTY THAT THE PLATFORM WILL BE AVAILABLE AT ALL TIMES, FREE OF ERRORS OR THAT EVERY ERROR IN THE PLATFORM OR PROBLEM RAISED BY RESTAURANT WILL BE RESOLVED. THE PLATFORM, THE SERVICES, AND THEIR COMPONENTS, AND ANY OTHER MATERIALS PROVIDED BY SLICE HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” FURTHER, SLICE MAKES NO GUARANTEE REGARDING THE LEVEL OF REVENUE RESTAURANT MAY EARN THROUGH THE PLATFORM OR SERVICES.
IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE OTHER ANNEXES OF THIS AGREEMENT, IN NO EVENT WILL SLICE BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISES OUT OF OR IS ANY WAY CONNECTED WITH (I) ANY FOOD OR PRODUCTS DELIVERED BY OR ON BEHALF OF RESTAURANT TO CONSUMERS; (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE SERVICES OR THE PLATFORM FOR ORDERS, OR LOSS OF DATA), (III) THE PERFORMANCE OR NON-PERFORMANCE OF RESTAURANT IN CONNECTION WITH THE USE OF THE PLATFORM OR SERVICES OR THE FULFILLMENT OF ORDERS, (IV) RESTAURANT’S PROVISION, CALCULATION, REPORTING OR REMISSION OF TAXES, OR (V) RESTAURANT’S FAILURE TO USE ANY ENHANCEMENTS, MODIFICATIONS OR UPDATES TO THE PLATFORM OR SERVICES (INCLUDING WITH ANY HARDWARE) THAT HAVE BEEN MADE AVAILABLE BY SLICE.

THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

ANNEX 2
PROFESSIONAL SERVICES

1. Professional Services

Slice Obligations. Slice will provide the Professional Services set forth in the Order Form.
Third-Party Services.

Access Authorization. Certain Professional Services, such as marketing services, reviews management and website design and management services, may require Slice to access accounts or listings maintained by third parties. Restaurant authorizes Slice, and hereby represents and warrants that it has obtained all permissions and consents required to authorize Slice, to access and manage such accounts or listings as reasonably necessary for Slice to provide such Professional Services to Restaurant.
Use of Third-Party Services. Certain Professional Services, such as delivery services, may require or permit Restaurant to utilize Third-Party Services. Restaurant agrees that the Third-Party Services provided by third parties are governed by the terms and conditions imposed by such third parties, and Slice is neither a party to, nor responsible for the transaction between Restaurant and the third party, or any conduct, products, or services arising from such transaction. Slice disclaims all liability arising out of or in connection with Restaurant’s use of the Third-Party Services.

Website URL. If the Professional Services agreed upon by the parties include website design or management, the parties agree that (i) Slice shall own any website URL acquired by Slice; and (ii) Restaurant shall own any website URL acquired by Restaurant. Where Restaurant acquires the website URL, Restaurant grants Slice a limited, revocable, non-sublicensable, non-transferable license to access and manage the Restaurant-acquired URL to enable the provision by Slice of the Professional Services.
Ownership of Professional Services Work Product. Subject to Slice’s rights reserved in this Agreement, including any Order Forms (which, for the avoidance of doubt, includes Slice’s design templates), all content developed by Slice exclusively for Restaurant as a result of the design services provided under this Agreement (the “Professional Services Work Product”) shall be owned by Restaurant as “works made for hire,” and to the extent that Restaurant does not own such Professional Services Work Product as a matter of law, Slice hereby assigns to Restaurant all of its right, title and interest in and to such Professional Services Work Product. To the extent Slice integrates Slice IP, including any design templates, into any Professional Services Work Product, Slice hereby grants Restaurant a worldwide, fully-paid, non-exclusive, non-transferable, royalty-free right and license to use all such Slice IP solely as incorporated into such Professional Services Work Product and to the extent needed to make full use of such Professional Services Work Product during the Term of this Agreement. For the avoidance of doubt, the foregoing license does not in any fashion extend to, permit, or otherwise enable or authorize Restaurant and/or any third party to use such Slice IP separate and apart from the Professional Services Work Product in which it is embedded or the manner in which Slice embedded it.

ANNEX 3
SLICE POS TERMS

These Slice POS terms (“Slice POS Terms”) apply to Slice’s provision of Slice Standalone Payments and Slice Register.

1. License to Access Slice POS. Subject to Restaurant’s compliance with this Agreement and all other terms governing Restaurant’s use of Slice Register and Slice Standalone Payments or other related Services offered by Slice, and as consistent with the services set forth in the applicable Order Form, Slice grants Restaurant a personal, limited, non-exclusive, revocable, non-transferable, non-sublicensable, and non-assignable license to access and use Slice Register and/or Slice Standalone Payments (as specified in the Order Form) for Restaurant’s internal business use solely to conduct point of sale activities and analyze Restaurant’s Restaurant Data.

2. Additional Terms and Policies for Slice POS.

Order Form, Restaurant Agreement and Other Terms. Certain areas and/or products available to Restaurant from Slice may have different terms and conditions posted, or they may require Restaurant to agree with and accept additional terms and conditions or policies. If there is a conflict between these Slice POS Terms and the General Terms or other Annexes, the Slice POS Terms take precedence only to the extent of the conflict. If there is a conflict between these Slice POS Terms and an Order Form, the Slice POS Terms takes precedence unless the Order Form expressly provides that it is intended to govern in the event of such conflict or inconsistency.
Register Consumer Data - Privacy. Restaurant agrees to comply with all applicable privacy and data security laws with respect to all Register Consumer Data Restaurant accesses or otherwise processes in connection with the Slice Register and Standalone Payment Services. Restaurant represents and warrants that any Register Consumer Data Restaurant provides to Slice in connection with the Slice Register and Standalone Payment Services was collected and at all times processed and maintained by Restaurant or on its behalf in compliance with all applicable privacy and data security laws, including with respect to any applicable obligations to provide notice to and/or obtain consent from Consumers. For purposes of applicable privacy and data security laws, Slice acts as a “processor” or “service provider” of Register Consumer Data that it processes in connection with the Slice Register and Standalone Payment Services.
Payment Processor. Slice does not receive full payment card details in its provision of Slice Register and Slice Standalone Payments. Slice has engaged a Processor that conducts payment processing of transactions submitted through Slice Register and Slice Standalone Payments. Restaurant understands and agrees that Slice may share any of Restaurant’s information with Slice’s Processor and that Restaurant is subject to Section 6(e) of the General Terms in connection with such Processor.
Sole Solution. If Restaurant has agreed to use Slice Register, Restaurant further agrees that, during the applicable Order Form Service Term for Slice Register, Restaurant shall use Slice Register as its exclusive point of sale system. If Restaurant has agreed to use Slice Standalone Payments, Restaurant further agrees that, during the Order Form Service Term for Slice Standalone Payments, Restaurant shall use Slice Standalone Payments as its exclusive card processing system.

3. Prohibitions. In addition to and without limiting use restrictions elsewhere in this Agreement, in connection with Slice Register and/ or Slice Standalone Payments, Restaurant may not:

Use another business’s Slice account;
Take any action that (i) may unreasonably encumber the infrastructure of Slice Register and/or Slice Standalone Payments; (ii) interferes or attempts to interfere with the proper working of Slice Services, including Slice Register and Slice Standalone Payments; (iii) bypasses measures that are used to prevent or restrict access to Slice Register and/or Slice Standalone Payments; (iv) circumvents, disables or otherwise interferes with security features of Slice Register and/or Slice Standalone Payments; or (v) uses Slice Register and/or Slice Payments in a way that violates any copyrights, trade secrets, or other rights of Slice or any third party, including privacy or publicity rights;
Use Slice Register and/or Slice Standalone Payments in any manner that circumvents Restaurant’s obligation to pay Fees owed to Slice;
Access or use Slice Register and/or Slice Standalone Payments through any time-sharing service, service bureau, network, consortium, or other means;
Engage in fraudulent or illegal conduct, including but not limited to using Slice Register and/or Slice Standalone Payments to process unauthorized charges or engage in money laundering;
Use Slice Register and/or Slice Standalone Payments from a location not authorized by Slice;
Attempt to indirectly undertake any of the foregoing; or
Engage in any activities when using the Slice Register and/or Slice Standalone Payments that violate any applicable laws, regulations, rules or ordinances.

4. Restaurant Responsibilities.

Slice Register and Slice Standalone Payments provide only a payment processing platform. Without limitation, Restaurant is solely responsible for:
1. Fulfilling and delivering orders;
2. Refunding orders;
3. Customer service;
4. Accuracy of any data Restaurant provides to Slice;
5. Paying taxes, fees and costs associated with Restaurant’s business, including appropriate charging of taxes to Restaurant’s customers;
6. Reporting, collection and remitting obligations to applicable governmental authorities in connection with Restaurant’s business;
7. Handling disputes with Restaurant’s customers, including disputes related to chargebacks;
8. Notifying Restaurant’s customers or end users of taxes or associated obligations; and
9. Restaurant’s collection, handling and use of any cardholder data, Register Consumer Data, customer information, and other point of sale information collected.
In addition to the terms in these Slice POS Terms, Restaurant otherwise agrees to comply with all applicable laws, rules, regulations and ordinances in Restaurant’s use of Slice Register and/or Slice Standalone Payments including, without limitation, any consumer protection and privacy laws.
Slice may use Restaurant’s information to verify compliance with federal laws and regulations, and Restaurant further agrees to provide Slice with additional information reasonably necessary for such verification purposes.

5. Additional Representations and Warranties. In addition to and without limiting Restaurant’s representations and warranties elsewhere in this Agreement, Restaurant further represents and warrants that:

Any sales transaction submitted through Slice Register and/or Slice Standalone Payments (a) is genuine and arises from a genuine sale or service that the Restaurant directly sold or provided; (b) accurately describes the goods or services sold and delivered to its customer ; and (c) represents the correct amount of goods or services purchased from the Restaurant;
Restaurant shall fulfill all of its obligations to each of its customers for whom a transaction is submitted through Slice Register and/or Slice Standalone Payments;
Restaurant shall resolve any dispute or complaint from a customer directly with that customer;
Any transactions or other information submitted through Slice Register and/or Slice Standalone Payments complies with all laws, rules and regulations applicable to Restaurant, including tax laws and regulations and card association rules and regulations;
Except in the ordinary course of business, no sales transaction submitted by Restaurant through Slice Register and/or Slice Standalone Payments will represent a sale to any principal, partner, proprietor or owner of the Restaurant; and
Restaurant is not engaged in and shall not accept payment for any illegal activity.Restaurant shall remain solely responsible for compliance with all applicable laws relating to its transactions with its customers, including without limitation any tax laws and card association regulations.

6. Telecommunications.

Internet Connection. Slice Register requires a consistent wired or wireless broadband connection to the Internet. Even where the applicable Order Form includes a Slice-provided wireless router, Slice does not provide Internet access or any related services needed to access the Internet. Restaurant is solely responsible for obtaining such connection. Restaurant is solely responsible for the payment of any fees that may be imposed by Restaurant’s Internet or telecommunications service provider. Restaurant’s use of Slice Register and Slice Standalone Payments is subject to: (a) the terms of any agreements Restaurant has with its Internet or telecommunications provider; and (b) availability, transmission range and uptime of Restaurant’s wireless equipment, for which Restaurant and Restaurant’s Internet service provider are solely responsible. Restaurant agrees that Slice shall not bear any liability arising directly or indirectly from or otherwise concerning any termination, suspension, delay or disruption of Slice Register and/or Slice Standalone Payments caused by any issues in relation to Restaurant’s Internet access, any common carrier or any third-party service provider.
Offline Transactions. Except as provided in an Order Form, Restaurant may use Slice Register and Slice Standalone Payments to conduct point of sale activities offline. Transactions initiated offline will be queued and submitted for authorization when Internet connectivity to the applicable Hardware is restored. Slice reserves the right to limit the number of offline transactions that may be queued. Unless otherwise specified in an Order Form, offline transactions may not exceed $100 per transaction. Restaurant assumes all risk, responsibility and liability associated with any transaction that Restaurant conducts while Slice Register and/or Slice Standalone Payments is offline.

7. Slice POS Fees.

Deposit of Transactions. In connection with the Slice POS, Restaurant must maintain a deposit account (“Merchant Deposit Account”) to enable Slice or its vendors or partners to deposit proceeds of sales transactions Restaurant processes through Slice POS (the “Sales Proceeds”). Restaurant agrees that Slice is not responsible for any delays in deposits of Sales Proceeds due to actions not within Slice’s reasonable control, such as delays caused by banks, hosting providers, payment processors, or other third parties.
Debit Authorization. In connection with the Slice POS, Restaurant understands and authorizes Slice to debit all Fees for the Slice POS owed to Slice from the Merchant Deposit Account and/or Sales Proceeds. Restaurant will not change the Merchant Deposit Account without obtaining prior written consent from Slice. If the applicable Fees and other amounts owed under the Slice POS Terms or a debit for such amounts causes the balance in the Merchant Deposit Account to be less than zero ($0), Slice or its partners may (i) charge an overdraft fee; (ii) require that Restaurant makes a wire transfer to the Merchant Deposit Account within one (1) banking business day of notice; (iii) collect under any guaranty, (iv) charge the outstanding Fees under the Slice POS Terms to any other payment card designated in Restaurant’s Account; and/or (iv) take any other action authorized by law.

ANNEX 4
HARDWARE TERMS

The following provisions apply to Hardware (“Hardware Terms”).

The following provisions 1 to 6 of these Hardware Terms apply (i) with respect to Hardware acquired at any time by Restaurant from Slice for use in connection with the Online Order Platform and (ii) with respect to any other Hardware acquired after April 16, 2024 (the “Hardware Measurement Date”).

1. General. Slice will provide Restaurant with the hardware specified in the applicable Order Form. Any Hardware (including, without limitation, printers, tablets or other hardware) provided by Slice will remain Slice’s sole property and Restaurant shall only use the Hardware in connection with, as applicable, the Platform or other Services provided by Slice pursuant to this Agreement. Without limiting the foregoing, Restaurant’s use of the Hardware is governed by this Agreement and any other instructions that Slice may communicate to Restaurant from time to time. Restaurant is solely responsible for any use of the Hardware not expressly contemplated by this Agreement. Restaurant will not upload, download or otherwise transmit any material on the Hardware that contains viruses or any other computer code, files or programs that could disable, overburden, impair the proper working order, interrupt, destroy or limit the functionality of the Hardware or the Platform. Restaurant shall have no right, title or interest in or to the Hardware except the right to possession and use thereof during the applicable Order Form Service Term and pursuant to the conditions in this Agreement. The Hardware shall remain personal property, regardless of whether or not it is affixed to any real property at Restaurant’s location. Restaurant shall at all times protect and defend, at Restaurant’s own cost and expense, the title and interest of Slice from and against all claims, liens and legal processes of any trustee in bankruptcy, receiver, creditor or other successor of Restaurant and keep the Hardware free and clear from all such claims, liens, processes and any other encumbrance. Restaurant shall not sublease, transfer or dispose of the Hardware or grant or permit any lien on them. Restaurant agrees that it will not mortgage or otherwise encumber the Hardware. The Hardware shall be located in the Restaurant’s facility, and neither Restaurant, nor its employees shall remove, or permit (by act or omission) the Hardware to be removed from the Restaurant’s facility without the prior written consent of Slice. Slice will use commercially reasonable efforts to meet the estimated delivery dates specified in the applicable Order Form, but Restaurant hereby acknowledges that such dates are estimates only. Further, Slice reserves the right to cancel or delay shipment of the Hardware if Restaurant fails to make any payment due to Slice, or otherwise fails to comply with this Agreement or the terms and conditions of any other agreement between Restaurant and Slice. Slice will not be liable to Restaurant or to any other party for any delay in the delivery of the Hardware. Restaurant shall comply with any end user license agreements to which the Hardware is subject. Slice may elect to replace any Hardware with such other Hardware as Slice deems appropriate and Restaurant shall cooperate with Slice with respect to such replacement, including, without limitation, returning Hardware to Slice promptly following Slice’s request. Slice does not support hardware purchased from third-party vendors and use of such unauthorized hardware is at Restaurant’s sole risk.

2. Installation. Slice may provide installation services of certain hardware to Restaurant at Restaurant’s location, which shall be considered a “Service” under the Agreement. Installation services may be performed by a third-party service provider. Restaurant agrees to cooperate with Slice or such third-party service provider and promptly provide information as requested to schedule and perform the installation, including, without limitation, allowing access to the premises at the time of the scheduled installation. If installation cannot be completed at the scheduled time due to Restaurant’s failure or rescheduling within 24 hours of the scheduled installation, Slice may charge Restaurant a rescheduling fee. Restaurant acknowledges and agrees that the following services shall not be performed as part of installation services: (i) set up of internet services or connectivity systems, (ii) migration or transfer of data, (iii) warranty service or support, as the installation service is a one-time event, (iv) configuration of IP addresses, (v) virus removal or disaster recovery, (vi) configuration of third-party systems, (vii) network troubleshooting, or (viii) system or network security. Slice does not assume any responsibility for damages due to or during the removal or modification of existing materials or surfaces during the installation. Slice does not represent or warrant Hardware or software compatibility. SLICE SHALL NOT BE RESPONSIBLE FOR DAMAGE TO THE HARDWARE OR ANY OTHER INSTALLATION MATERIALS. SLICE IS NOT LIABLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE TO ANY CAUSE BEYOND ITS CONTROL.

3. Hardware Fee. In exchange for the provision of the Hardware during the applicable Order Form Service Term, Restaurant will pay Slice the non-refundable monthly fee set forth in the applicable Order Form (“Hardware Fee”). Restaurant acknowledges that should these Hardware Terms and/or any Order Form be terminated before the end of the Order Form Service Term of any applicable Order Form, Restaurant will not be refunded for any Hardware Fee already paid to Slice pursuant to the applicable Order Form.

4. Return. Upon termination of the applicable Order Form or this Agreement for any reason, or as otherwise requested by Slice, Restaurant shall promptly return the Hardware to Slice, or such third party as designated by Slice, in good working order (at Restaurant’s expense), by delivering the Hardware in a manner (packed properly and in accordance with Slice’s instructions) and by such date as Slice shall specify. Slice may charge Restaurant, subject to these Hardware Terms, a restocking fee of up to $100.00 with respect to each item of returned Hardware (the “Restocking Fee”). If Restaurant fails to return any item of Hardware to Slice in good working order by such date as requested by Slice, then Slice further reserves the right to charge Restaurant a fee of up to $349.00 with respect to each such item of Hardware (“Failure to Return Fee”). Slice may, in its sole discretion, automatically authorize Restaurant’s credit card, bank account or other approved facility previously provided to Slice for the amount of the Restocking Fee and/or the Failure to Return Fee, as applicable, or otherwise deduct such amount from the Merchant Deposit Account, Sales Proceeds or Grand Total, as applicable. Restaurant shall ensure that the Hardware will be returned to Slice free and clear of all claims, liens, processes and any other encumbrances.

5. Damage or Loss of Hardware. Restaurant shall take reasonable care of any Hardware, and Restaurant is solely responsible for any loss of the Hardware or any damage to the Hardware beyond normal wear and tear. If Slice determines in its reasonable discretion that Restaurant’s violation of this obligation caused damage to any item of Hardware, then Slice may charge Restaurant a $100.00 refurbishment fee with respect to each such item of Hardware or such other amount up to $349.00 per item as Slice deems appropriate given the condition of such Hardware (the “Damaged Hardware Fee”). Restaurant shall notify Slice immediately if it learns that Hardware has been lost or stolen. If any item of Hardware is lost or stolen, then Slice may charge Restaurant a fee of up to $349.00 with respect to each such item of Hardware (“Lost Hardware Fee”). Slice may, in its sole discretion, automatically authorize Restaurant’s credit card, bank account or other approved facility previously provided to Slice for the amount of the Damaged Hardware Fee and Lost Hardware Fee, as applicable, or otherwise deduct such amount from the Merchant Deposit Account, Sales Proceeds or Grand Total, as applicable. Restaurant is responsible for all costs of shipping in connection with any repair or replacement of Hardware. For the avoidance of doubt, Slice may charge Restaurant multiple fees pursuant to these Hardware Terms and charging a fee under these Hardware Terms does not preclude charging additional fees under these Hardware Terms, or any other applicable section of this Agreement, as determined appropriate by Slice.

6. Hardware Related Limitations of Liability.

IN ADDITION TO THE DISCLAIMERS SET FORTH IN OTHER ANNEXES OF THIS AGREEMENT, SLICE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, IN CONNECTION WITH THE HARDWARE AND RELATED INSTALLATION SERVICES, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
SLICE’S TOTAL LIABILITY TO RESTAURANT IN CONNECTION WITH THE HARDWARE AND RELATED INSTALLATION SERVICES WILL BE LIMITED TO AND WILL NOT EXCEED THE ACTUAL AMOUNTS PAID TO SLICE BY RESTAURANT FOR THE HARDWARE. IN NO EVENT WILL SLICE BE LIABLE TO RESTAURANT FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY HARDWARE OR RELATED INSTALLATION SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SLICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS SECTION 5 (HARDWARE RELATED LIMITATIONS OF LIABILITY) IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

The following provisions 7 to 10 of these Hardware Terms only apply with respect to Hardware acquired by Restaurant, other than for use in connection with the Online Order Platform, from Slice prior to the Hardware Measurement Date.

7. Shipment and Delivery. Slice will provide Restaurant with the Hardware specified in the applicable Order Form prior to the Hardware Measurement Date (the “Designated Hardware”). Slice will ship the Designated Hardware FOB, Restaurant’s point of shipment. Shipments will be made to the address identified by Restaurant in the applicable Order Form. Unless specified in an accepted purchase order, Slice will select the mode of delivery and the carrier. Title and all risk of loss of or damage to the Designated Hardware will pass to Restaurant upon delivery by Slice to the carrier. Slice will use its commercially reasonable efforts to meet the delivery dates specified in the applicable Order Form, but Slice reserves the right to cancel or delay shipment of the Designated Hardware if Restaurant fails to make any payment as provided in this Agreement, or otherwise fails to comply with the terms and conditions of this Agreement. Slice will not be liable to Restaurant or to any other party for any delay in the delivery of the Designated Hardware. Restaurant’s use of the Designated Hardware is governed by the terms of this Agreement and any other instructions that Slice may communicate to you or any restaurant customer from time to time. Restaurant is solely responsible for its use of the Designated Hardware not expressly contemplated in this Agreement.

8. Limited Hardware Warranty for Designated Hardware.

Slice warrants that for six (6) months after the installation date (“Warranty Period”), the Designated Hardware will perform in accordance with the specifications provided together with the Designated Hardware. As Restaurant’s sole and exclusive remedy and Slice’s entire liability for any breach of this limited warranty, Slice will provide Restaurant with the support services for Designated Hardware described in these Hardware Terms, or in the applicable Order Form, as applicable. If Slice determines, in its sole discretion, that the Designated Hardware initially provided must be replaced during the Warranty Period, Slice will communicate to Restaurant the procedure to be followed for the return of the original Designated Hardware. Unless otherwise provided by Slice, Restaurant shall return the malfunctioning Designated Hardware to Slice within thirty (30) days of Restaurant’s receipt of the replacement Designated Hardware. If Restaurant does not return the malfunctioning Designated Hardware in accordance with these requirements, Restaurant agrees that Slice may either charge or invoice Restaurant for the replacement value of the applicable Designated Hardware, and Restaurant agrees to pay for such costs within thirty (30) days of the date of Slice’s invoice to Restaurant for these costs. Only Designated Hardware returned in accordance with such procedure will be accepted by Slice. Except for damages to Designated Hardware as described in these Hardware Terms that are not caused by Restaurant (including its personnel or agents), the risk of damage or loss of Designated Hardware remains solely with Restaurant until Slice receives Restaurant’s return. Designated Hardware should be securely packaged during the return process, such as in the original packaging Restaurant received. Slice is not responsible for any damage to Designated Hardware during the return shipping process. Replacement Hardware may consist of both new and used components and is warranted for the unexpired portion of the original Warranty Period. All replacement Hardware becomes the property of Restaurant, unless Slice expressly specifies that such replacement Hardware is provided on a temporary basis while the initial Designated Hardware is being repaired. Slice will not be responsible for Restaurant’s or any third party’s software, firmware, information or data contained in or stored on any Designated Hardware returned to Slice, whether under warranty or not.
Notwithstanding the foregoing, Restaurant shall take reasonable care of any and all Designated Hardware (including replacement Hardware), and Restaurant is solely responsible for any damage to the Designated Hardware (including replacement Hardware) beyond normal wear and tear. If Slice determines in its reasonable discretion that Restaurant’s violation of this obligation caused damage to Designated Hardware and/or replacement Hardware, Restaurant agrees that Slice may either charge or invoice Restaurant for all costs associated with the repair or replacement of the damaged Hardware, and Restaurant agrees to pay for such costs within thirty (30) days of the date of Slice’s invoice to Restaurant for these costs.
Restaurant shall notify Slice immediately if it learns that Designated Hardware has been lost or stolen. If Designated Hardware has been lost or stolen, Restaurant agrees that Slice may charge or invoice Restaurant for all costs associated with the replacement of the lost Designated Hardware, and Restaurant agrees to pay for such costs within thirty (30) days of the date of Slice’s invoice to Restaurant for these costs.

9. Early Termination and Return of Designated Hardware.

Account termination requests within thirty (30) days of installation of the Designated Hardware are eligible for a full refund of the fees paid by Restaurant for the Designated Hardware, provided all Designated Hardware is returned within thirty (30) days of account termination, in working resalable condition, as reasonably determined by Slice. Restaurant must contact Slice at [email protected] to receive a return label for such return. Failure to use the supplied return label may lead to loss of the Designated Hardware, for which Restaurant will be solely responsible.
For any account terminations that occur within twelve (12) months of installation of the Designated Hardware, Restaurant agrees to pay the original invoiced MSRP hardware balance for Designated Hardware in full within thirty (30) days of termination. For any account terminations that occur more than twelve (12) months after installation of the Designated Hardware, Restaurant must pay any balance on discounted hardware package within thirty (30) days of account termination.
As is the case for damaged Designated Hardware, the risk of damage or loss of such Designated Hardware remains solely with Restaurant until Slice receives Restaurant’s return. Designated Hardware should be securely packaged during the return process, such as in the original packaging Restaurant received. Slice is not responsible for any damage to Designated Hardware during the return shipping process.

10. Designated Hardware Related Limitations of Liability.

THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 9 (DESIGNATED HARDWARE RELATED LIMITATIONS OF LIABILITY) ARE IN LIEU OF, AND SLICE EXPRESSLY DISCLAIMS, IN ADDITION TO THE DISCLAIMERS IN THE ANNEXES OF THIS AGREEMENT, ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, IN CONNECTION WITH THE DESIGNATED HARDWARE, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
SLICE’S TOTAL LIABILITY TO RESTAURANT IN CONNECTION WITH THE DESIGNATED HARDWARE WILL BE LIMITED TO AND WILL NOT EXCEED THE ACTUAL AMOUNTS PAID TO SLICE BY RESTAURANT FOR THE DESIGNATED HARDWARE. IN NO EVENT WILL SLICE BE LIABLE TO RESTAURANT FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY DESIGNATED HARDWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SLICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS SECTION 9 (DESIGNATED HARDWARE RELATED LIMITATIONS OF LIABILITY) IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

ANNEX 5
PRODUCT SPECIFIC TERMS AND DESCRIPTIONS

To the extent Restaurant orders the applicable Service described below, Restaurant agrees to the additional terms and conditions included in these product specific terms and descriptions (“Product Specific Terms and Descriptions”) applicable to the applicable Service. The following Service descriptions are subject to change from time to time by Slice in its sole discretion.

1. Online Ordering. The following provisions apply to the Online Ordering Service.

Service Description. The online ordering Service (“Online Ordering”) consists of:
1. Enabling a Restaurant’s own direct online ordering through a commerce enabled customized website created and hosted by Slice, or order integration button located on the Restaurant’s existing website.
2. The Listing Services.
3. Reputation management, search engine management, content production/posts including management of deals or images on Google, Bing and Apple Maps.
4. Creation of mobile and SEO-optimized website containing Restaurant Data and with the URL either purchased by Slice or provided by the Restaurant for the Restaurant Website, including, without limitation: (A) Operationally critical information including business name, address, hours, ETA for delivery, delivery zone, menu, delivery fees, discounts if applicable and contact info, (B) Photography either provided by Restaurant or commissioned by Slice through a third-party contracted photographer and uploading of those images, (C) Code snippet for a button and link to the orderable menu hosted by Slice, available for Restaurant’s use on Restaurant’s existing website (if any), and (D) Credit card payment processing capability via third parties.
5. Provision of code to add a button to Restaurant's Website in order to enable Slice and the Restaurant owner to adjust the appearance and message of the button from Slice’s admin system or the owner’s administrative portal made available by Slice.
6. Automated customer loyalty marketing available to Restaurant to support customer retention.
Additional Terms and Conditions for Online Ordering Service.
1. Slice and/or its third-party service providers shall purchase the domain(s) for the Restaurant Website and design and develop the Restaurant Website using the tools, templates, and methodologies of Slice and its third-party service providers. For clarity, Restaurant acknowledges and agrees that Slice’s right and license to Restaurant Data, including Restaurant Trademarks, may be (or may have been, for users who were using this Service prior to the Effective Date) used in connection with Slice’s purchase of domain(s) for the Restaurant Website. Upon termination of this Agreement, (A) Slice and its hosting providers shall no longer host the Restaurant Website; and (B) Restaurant shall cease all use of the Restaurant Website, although Restaurant may continue to use any Restaurant Data in accordance with the Agreement.
2. Restaurant hereby authorizes Slice, as Restaurant’s exclusive representative and agent, to claim and validate Restaurant’s Google business listing and any other third-party business listing that Restaurant authorizes from time to time, and to update such listing from time to time during the Order Form Service Term, as determined appropriate by Slice. During the Order Form Service Term, Restaurant will not authorize or permit any other person to claim or validate Restaurant’s Google business listing or any other business listing authorized by Restaurant on Restaurant’s behalf. Without limiting the foregoing, Restaurant shall cooperate with Slice, and Slice may take such action as it deems appropriate, to add Slice as “co-manager” for Restaurant’s “Google My Business” or other third-party account.

2. Listing Services. The following provisions apply to Listing Services.

Service Description. The listing services Service (“Listing Services”) consists of:
1. Listings on slicelife.com, Slice mobile applications, third-party website listings including Google Assistant, Google Maps, Apple Maps, Bing, Trip Advisor, OneBite and Facebook.
2. Online ordering capabilities on the above listed site, applications and third-party websites.
3. Review of online orders for accuracy and legitimacy.
4. Transmission of Order details to Restaurants via phone, fax, email, tablet or point of sale device.
5. Processing of Order adjustments and Order cancellations.
6. Automated customer loyalty marketing available to Restaurant to support customer retention.
Additional Third-Party Terms and Conditions for Listing Services. Restaurant’s participation in ordering capabilities on third-party websites shall at all times be subject to the applicable terms of service of such third-party website (the “Third-Party Terms”). Restaurant hereby represents and warrants to Slice that Restaurant will comply at all times with such Third-Party Terms. Restaurant is solely responsible for its non-compliance with such Third-Party Terms, and Slice disclaims all liability arising out of or in connection with such non-compliance.

3. Listings Management Services. The following provisions apply to Listing Management Services:

Service Description. The listing management services Service (“Listing Management Services”) consists of a base package of the Listing Management Services, which includes: (i) Oversight of online presence and auditing of third-party platforms and webpages containing business listings, which may include Google My Business, Apple Business Connect, Facebook, Tripadvisor, Yelp and Bing Places; and (ii) Management of content and links on online business listings using Restaurant Data. For an additional fee as set out on the applicable Order Form, Slice will also provide, as part of the Listing Management Services, and pursuant to the terms of this Agreement, the following premium online brand management services: (i) Periodic reporting on Restaurant’s online demand data analytics and insights; and (ii) Monitoring of reviews left on designated third-party platforms and web pages containing business listings of Restaurant, which may include Google My Business and Apple Business Connect, and responses to customer reviews posted on such listings, as determined by Slice using its reasonable business judgment.
Additional Terms and Conditions for Listing Management Services.
1. In the management of content on any third-party platforms and webpages, Restaurant understands that Slice does not control ratings, reviews, photos, videos, messages or any other information that originates from parties other than Slice, which is made available in connection with the third-party platforms and webpages (“Third-Party Content”). Restaurant agrees that Slice is in no way responsible or liable for such Third-Party Content. Restaurant hereby authorizes designates and appoints Slice to respond to Third-Party Content on behalf of Restaurant.
2. Restaurant hereby authorizes Slice, as Restaurant’s exclusive representative and agent, to claim and validate Restaurant’s Google business listing and any other third-party business listing that Restaurant authorizes from time to time, and to update such listing from time to time during the Order Form Service Term, as determined appropriate by Slice. During the Order Form Service Term, Restaurant will not authorize or permit any other person to claim or validate Restaurant’s Google business listing or any other business listing authorized by Restaurant on Restaurant’s behalf. Without limiting the foregoing, Restaurant shall cooperate with Slice, and Slice may take such action as it deems appropriate, to add Slice as “co-manager” for Restaurant’s “Google My Business” or other third-party account.

4. Phone Management Services. The following provisions apply to Phone Management Services.

Service Description. The phone management services Service (“Phone Management Services”) consists of the provision of a managed phone number for Restaurant, which includes: a unique phone number purchased by Slice on Restaurant’s behalf to be used on online menu webpages for processing of phone orders, for which Restaurant will be responsible to pay a fee and recording calls for operational purposes.
Additional Terms and Conditions for Phone Management Service. Restaurant understands that phone carriers may charge for certain communications, such as SMS messages or phone calls, and Slice is not responsible for any such charges. As between the parties, Restaurant shall be the owner of the phone number.

5. Slice Phone Ordering. The following provisions apply to the Service referred to by Slice as Slice Phone Ordering.

Service Description. A phone assistance service (“Slice Phone Ordering”) whereby Slice representatives answer phone calls for Restaurant, transmit Orders received from Consumers from such phone calls to Restaurant and take other actions as deemed appropriate by Slice with respect to such phone calls.
Additional Terms and Conditions for Slice Phone Ordering.
1. By signing up for Slice Phone Ordering and providing Slice with access to Restaurant’s business phone number(s), Restaurant hereby authorizes Slice, as Restaurant’s exclusive representative and agent, to (i) provide such assistance and take any actions determined appropriate by Slice with respect to calls received by Slice in connection with Slice Phone Ordering; (ii) communicate with Restaurant’s customers to, among other things, take orders and provide customer service via the phone; (iii) to transmit Orders to Restaurant via Slice Register or as otherwise deemed appropriate by Slice; and (iv) accept credit card and other payments from Consumers on behalf of Restaurant.
2. Without limiting the foregoing, Restaurant shall be fully responsible for maintaining any phone numbers associated with Slice Phone Ordering and paying all applicable third-party fees relating to such phone numbers.
3. By providing Slice with access to Restaurant’s business phone number, you represent that you are the owner or authorized user of the phone number, and that you are authorized to approve any applicable charges and provide Slice with access to the phone number. You may not consent on behalf of someone else. Slice and applicable third-party service providers of Slice may receive and store data about phone calls, the Restaurant’s phone number, and the content of the phone calls.
4. Restaurant will timely and properly process all Orders transmitted pursuant to Slice Phone Ordering in a way that is as favorable as those extended to its other customers not using Slice Phone Ordering.

6. Integrated Delivery Services. The following provisions apply to the integrated delivery services (“Integrated Delivery Services”).

Service Description. The Integrated Delivery Services allows Restaurant to utilize third-party delivery providers facilitated by Slice. Restaurant may have the ability to opt into the Integrated Delivery Services through the owner’s administrative portal provided by Slice and shall be bound by any additional terms and conditions set forth therein.
Additional Terms and Conditions for Integrated Delivery Services.
1. If Restaurant has opted into Slice’s third-party Integrated Delivery Services, then the third-party delivery provider’s terms and conditions of service are and shall be hereby incorporated into and made a part of this Agreement (the “Delivery Incorporated Terms”), and Restaurant’s use of the Integrated Delivery Services shall at all times be subject to the Delivery Incorporated Terms. The Delivery Incorporated Terms may be modified from time to time by the applicable third-party delivery provider without notice to Restaurant, and Restaurant must at all times ensure that it is up to date with the current version of the Delivery Incorporated Terms.
2. Restaurant represents and warrants that (i) its representative that opts in to the Integrated Delivery Services has the authority to bind the restaurant to this Agreement and incur Fees on behalf of the Restaurant; (ii) Restaurant shall pay all applicable Fees to Slice for such Integrated Delivery Services, which includes fees charged by third-party delivery providers; and (iii) it shall comply with all applicable laws, regulations and ordinances in connection with its use of the Integrated Delivery Services, including, without limitation, applicable local delivery provider fee caps.
3. Slice may periodically add new third-party delivery providers to its network, and Slice reserves the right to update these Product Specific Terms and Descriptions from time to time, with or without notice to Restaurant. Restaurant shall have the right to opt in each time a new third-party delivery provider is added, and the applicable terms and conditions of use shall become Delivery Incorporated Terms herein. Restaurant acknowledges and agrees that by opting into the integrated delivery option, all transactions through such option shall be facilitated by Slice but shall ultimately be made directly between Restaurant and the third-party delivery provider, and Slice will not be a party to such transactions. Accordingly, Slice shall have no liability to any party in connection with any transactions between Restaurant and a third-party delivery provider.
Integrated Delivery Services with DoorDash. Slice currently uses DoorDash as its third-party delivery provider. A link to the DoorDash Incorporated Terms can be found here: https://help.doordash.com/merchants/s/terms-of-service-us?language=en_US (“DoorDash Incorporated Terms”). With respect to the DoorDash Incorporated Terms, only those terms governing the Door Dash drive services are applicable (the DoorDash Marketplace terms are not applicable to Restaurant). DoorDash’s terms and conditions may be updated by DoorDash from time to time without notice to Restaurant. In addition to the DoorDash Incorporated Terms and the restrictions set forth in Section 3(c) of Annex 1, if Restaurant desires to use the Integrated Delivery Services with respect to the sale of alcoholic beverages, Restaurant shall be required to sign an additional agreement directly with DoorDash in the form provided by DoorDash (either directly or via Slice).

7. Slice Digital Marketing Product. The following provisions apply to the Slice Digital Marketing Product.

Service Description. The digital marketing product Service (“Digital Marketing Product”) consists of:
1. Paid Social Media. Slice will provide paid social media support, which may include Facebook and Instagram. Social media ads “hunt” for users who will most likely order from Restaurant. Slice pays Facebook and Instagram to find these users and show them the ad in the desired format (feed or story) and at an optimized time (e.g., dinner time).
2. Paid Search Marketing. Slice will provide Google/Bing search support, utilizing keywords that are associated with Restaurant and related to the online food ordering business in an effort to ensure that a customer who conducts a search on Google or Bing using a selected keyword will see Restaurant’s ads.
3. Ad Impressions. If applicable, Slice will provide impressions across paid social media and paid search marketing, as described above, though an exact number of impressions or orders cannot be guaranteed. Ads may be co-branded using the Restaurant’s and Slice’s branding materials.
Additional Terms and Conditions for Digital Marketing Product.
1. Cycled Subscription. Where specified in the applicable Order Form, Slice will provide the Digital Marketing Product for a period of two (2) to four (4) months, at Slice’s discretion. After this period ends, the applicable Order Form Service Term will not automatically renew, and Restaurant may choose to renew the Digital Marketing Product with Slice’s consent.
2. Auto-renewal Subscription. Where specified in the applicable Order Form, Slice will provide the Digital Marketing Product during the applicable Order Form Service Term. Either party may elect to terminate the auto-renewal subscription upon thirty (30) days prior written notice to the other party; provided that if Slice chooses to terminate the subscription pursuant to this Section, Slice shall provide a refund of any unused Fees paid in advance by Restaurant.

8. Slice Direct Mail. The following provisions apply to the Direct Mail Product.

Service Description. The direct mail Service (“Direct Mail Product”) consists of the ability of Restaurant, as a purchaser of the Direct Mail Product, to: (A) Opt-in to a shared direct mail program; and (B) Select Restaurant’s shop-funded promotion (e.g., $10.00 off for first time Restaurants). Slice will design the promotional materials, and its third-party service provider will produce and mail the promotional materials.
Additional Terms and Conditions for Direct Mail Product.
1. Variable Pricing. Restaurant acknowledges and agrees that pricing will vary depending on its location, quantity purchased and other factors.
2. No Guarantee. Slice cannot guarantee that Restaurant will receive any new customers or a certain number of orders as a result of the Direct Mail Product. All direct mailings will be co-branded using the Restaurant’s and Slice’s branding materials.
3. Term and Renewal. Slice will provide the Direct Mail Product during the term specified in the applicable Order Form. After the Order Form Service Term ends, the applicable service term will not automatically renew, and Restaurant may choose to renew the Direct Mail Product Service with Slice’s consent.

ANNEX 6
SUPPLIES TERMS

To the extent Restaurant orders any supplies (other than Hardware) or Slice branded items from Slice (the “Goods”), Restaurant agrees to the additional terms and conditions included in these supplies terms (“Supplies Terms”).

1. Delivery of Goods and Performance of Services.

The Goods will be delivered within a reasonable time after the receipt of Restaurant’s order, subject to availability of Goods, Slice’s acceptance of such order and Slice’s confirmation of its agreement to such order (“Sales Confirmation”). Slice will not be liable for any delays, loss or damage in transit.
Unless otherwise agreed in writing by the parties, Slice will deliver the Goods to the location agreed upon in the Order Form or otherwise stated in the Sales Confirmation (the “Delivery Point”) using Slice’s standard methods for packaging and delivering such Goods.
Slice may, in its sole discretion, without liability or penalty, make partial deliveries of Goods to Restaurant. Each delivery will constitute a separate sale, and Restaurant will pay for the units delivered whether such delivery is in whole or partial fulfillment of Restaurant’s order.
If for any reason Restaurant fails to accept delivery of any of the Goods on the date in the Order Form or otherwise specified in the Sales Confirmation, or if Slice is unable to deliver the Goods at the Delivery Point on such date because Restaurant has not provided appropriate instructions, is closed or any other reason under the control of Restaurant: (i) risk of loss to the Goods will pass to Restaurant; (ii) the Goods will be deemed to have been delivered; and (iii) Slice, at its option, may store the Goods until Restaurant picks them up or makes other delivery arrangements, whereupon Restaurant will be liable for all related costs and expenses (including, without limitation, storage and insurance).
Slice will use reasonable efforts to meet any performance dates agreed to by Slice, and any such dates will be estimates only.

2. Non-Delivery.

The quantity of any installment of Goods as recorded by Slice on dispatch from Slice’s place of business is conclusive evidence of the quantity received by Restaurant on delivery unless Restaurant can provide conclusive evidence proving the contrary.
Slice will not be liable for any non-delivery of Goods (even if caused by Slice’s negligence) unless Restaurant gives written notice to Slice of the non-delivery within five (5) days of the date when the Goods would in the ordinary course of events have been received.
Any liability of Slice for non-delivery of the Goods will be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.
Restaurant acknowledges and agrees that the remedies set forth in this Section 2 are Restaurant’s exclusive remedies for any non-delivery of Goods.

3. Title and Risk of Loss. Title and risk of loss pass to Restaurant upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Restaurant hereby grants to Slice a lien on and security interest in and to all of the right, title and interest of Restaurant in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under Slice’s State Uniform Commercial Code.

4. Restaurant’s Acts or Omissions and Force Majeure Event. If Slice’s performance of its obligations under this Agreement is prevented or delayed by a Force Majeure Event or any act or omission of Restaurant or its agents, subcontractors, consultants or employees, Slice will not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Restaurant, in each case, to the extent arising directly or indirectly from such prevention or delay.

5. Inspection and Rejection of Nonconforming Goods.

Restaurant will inspect the Goods within five (5) days upon receipt (“Inspection Period”). Restaurant will be deemed to have accepted the Goods unless it notifies Slice in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Slice. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Restaurant’s order; or (ii) product’s label or packaging incorrectly identifies its contents.
If Restaurant timely notifies Slice of any Nonconforming Goods, Slice will, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods or (ii) credit or refund the price for such Nonconforming Goods. Slice may impose such conditions on the replacement of any such Nonconforming Goods as it deems appropriate.
Restaurant acknowledges and agrees that the remedies set forth in Section 5(b) are Restaurant’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 5(b), all sales of Goods to Restaurant are made on a one-way basis and Restaurant has no right to return Goods purchased under this Agreement to Slice.

6. Price.

Restaurant will purchase the Goods from Slice at the prices (the “Goods Prices”) set forth in Slice’s published price list in force as of the date that Slice accepts Restaurant’s order for such Goods or such other Goods Prices as agreed to in writing by Restaurant and Slice as set forth in an applicable Order Form or Sales Confirmation.
All Goods Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Restaurant. Restaurant will be responsible for all such charges, costs and taxes; provided that Restaurant will not be responsible for any taxes imposed on, or with respect to, Slice’s income.

7. Payment Terms.

Restaurant will pay all amounts due to Slice for Goods at or prior to delivery. Slice reserves the right to charge any payment card Restaurant has placed on file with Slice for such purpose or to deduct, at Slice’s sole discretion, any amounts owed to Slice from the Grand Total, Merchant Deposit Account and/or Sales Proceeds and Restaurant hereby authorizes Slice to make any such deductions.
Restaurant will pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Restaurant will reimburse Slice for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Slice does not waive by the exercise of any rights hereunder), Slice will be entitled to suspend the delivery of any Goods and stop Goods in transit if Restaurant fails to pay any amounts when due hereunder.
Restaurant will not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Slice, whether relating to Slice’s breach, bankruptcy or otherwise.

8. Disclaimer of Warranties. IN ADDITION TO THE DISCLAIMERS SET FORTH IN OTHER ANNEXES OF THIS AGREEMENT, SLICE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, IN CONNECTION WITH THE GOODS, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Limitation of Liability. SLICE’S TOTAL LIABILITY TO RESTAURANT IN CONNECTION WITH THE GOODS WILL BE LIMITED TO AND WILL NOT EXCEED THE ACTUAL AMOUNTS PAID TO SLICE BY RESTAURANT FOR THE GOODS. IN NO EVENT WILL SLICE BE LIABLE TO RESTAURANT FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY GOODS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SLICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS SECTION IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

ANNEX 7
ACQUIRING ADDENDUM - WELLS FARGO BANK, N.A. (USA)

Introduction: Scope and applicability. This Acquiring Addendum is applicable to Merchants: (1) who are an entity established in the United States; (2) who entered into a Merchant Agreement with Adyen N.V. for the provision of payment services (the “Merchant Agreement”); and (3) who have card transactions acquired via Adyen (the “Sponsored Acquiring Services”) under the acquiring licenses of WELLS FARGO BANK, N.A. (“Member”), a member of various card schemes such as Visa and MasterCard (the “Card Schemes”). This Acquiring Addendum constitutes a separate legally binding contract between Merchant, Member and Adyen applicable to the Sponsored Acquiring Services. As between Adyen and Merchant, the terms of the Merchant Agreement also apply to the Sponsored Acquiring Services, provided that where a conflict exists between the Merchant Agreement and this Acquiring Addendum, the terms of this Acquiring Addendum will take precedence where it concerns the Sponsored Acquiring Services. Merchant acknowledges that Member’s obligations in connection with the Sponsored Acquiring Services are limited solely to acting, under Member’s acquiring license, as an acquirer of record for Merchant’s payment transactions on Adyen’s behalf. All other obligations relating to the provision of the Sponsored Acquiring Services (other than those of Merchant) are the responsibility of Adyen. Merchant agrees that, for the Sponsored Acquiring Services for which Member will be the acquirer of record in the United States, Member is a party to the Merchant Agreement for that purpose and for that part of the Merchant Agreement only. This Acquiring Addendum is entered into by the parties to satisfy the requirement of the owners of the Card Schemes and Member that Merchants wishing to accept card payments via such Card Schemes commit to comply with the terms prescribed by the Card Schemes regarding the processing of payments via the Card Schemes (the “Scheme Rules”).

Agreement to comply with Scheme Rules. Merchant hereby agrees to comply with applicable laws, the applicable Scheme Rules as set by the Card Schemes and as modified by the Card Schemes from time-to-time, with respect to the use of the Sponsored Acquiring Services by Merchant. Merchant is advised and agrees that pursuant to the Scheme Rules, among other requirements: (1) transactions may be made subject to chargebacks (leading to an obligation for Merchant to return funds received for such transaction); (2) settlement of funds for processed transactions may be delayed or withheld; (3) the Sponsored Acquiring Services may be suspended or terminated; and/or (4) fines for violations of applicable law or Scheme Rules may be payable. Further information on applicable Scheme Rules is published on the websites of the Card Schemes (usa.visa.com/merchants/merchant-support/international-operating-regulations.jsp and www.mastercard.com/us/merchant/support/rules.html) and further guidance on Scheme Rules is made available by Member via Adyen to Merchant. However, Merchant acknowledges and agrees that it shall be subject to the requirements of applicable law and Scheme Rules and, regardless of whether Member has advised Merchant through Adyen or Merchant is otherwise aware of such requirements.

Settlement via Member funds received from the Card Schemes for payment transactions acquired via the Sponsored Acquiring Services will be received from the Card Schemes and credited to bank accounts held by Member and paid out to Merchant directly from such bank accounts. Merchant hereby authorises Adyen to, and authorises Member to allow Adyen to, initiate debits or credits to such accounts related to the funds resulting from settlement of Merchant’s payment transactions acquired via the Sponsored Acquiring Services. Without limiting the generality of the preceding sentence, Merchant hereby authorises Adyen to, and authorises Member to allow Adyen to, initiate debits to such accounts or otherwise withhold amounts from such funds (including for refunds, adjustments, chargebacks, fines, fees, other amounts due to Adyen or Member, any applicable reserve amounts, and any other obligation of Merchant or as otherwise provided under the Merchant Agreement or this Acquiring Addendum), pursuant to the terms of the Merchant Agreement or this Acquiring Addendum. No fees are payable by Merchant to Member hereunder. The fees and other charges payable by Merchant for use of the Sponsored Acquiring Services are fully set out in the Merchant Agreement and are payable by Merchant to Adyen pursuant to the terms thereof.

Term and termination. This Acquiring Addendum is effective upon the date Merchant signed the Merchant Agreement to which this Acquiring Addendum is attached or the date Merchant otherwise agrees to this Acquiring Addendum, and continues so long as Merchant uses the Sponsored Acquiring Services via the services of Adyen. This Acquiring Addendum will further terminate automatically upon any termination or expiration of the Merchant Agreement. This Acquiring Addendum may be terminated by Member or Adyen with immediate effect at any time by giving writing notice in case of: (i) a material breach of any of Merchant obligations under this Acquiring Addendum, the Merchant Agreement, applicable law and/or the Scheme Rules, or (ii) the termination of the agreement between Adyen and Member relating to the Sponsored Acquiring Services. Upon termination of this Acquiring Addendum, those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive.

Liability Limitation and Indemnification. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEMBER SHALL NOT BE LIABLE TO MERCHANT UNDER ANY THEORY OF LIABILITY. ADYEN ASSUMES RESPONSIBILITY FOR THE PROVISION OF THE SPONSORED ACQUIRING SERVICES TO THE MERCHANT PER THE TERMS AND LIABILITY LIMITATIONS SET OUT IN THE MERCHANT AGREEMENT. MEMBER IS NOT RESPONSIBLE OR LIABLE TO MERCHANT FOR ANY ACT OR OMISSION OF ADYEN TOWARD MERCHANT OR ADYEN’S PERFORMANCE OF THE SPONSORED ACQUIRING SERVICES. MERCHANT AGREES TO INDEMNIFY AND HOLD MEMBER HARMLESS FROM AND AGAINST ALL LOSSES, LIABILITIES, DAMAGES AND EXPENSES RESULTING FROM AND/OR ARISING OUT OF ANY BREACH OF ANY OBLIGATION BY MERCHANT OF THE TERMS OF THIS ACQUIRING ADDENDUM, THE MERCHANT AGREEMENT, APPLICABLE LAW AND/OR THE SCHEME RULES, EXPRESSLY INCLUDING ANY FINE OR OTHER CLAIM MADE AGAINST MEMBER BY A CARD SCHEME AS A RESULT OF SUCH BREACH.

Changes to Acquiring Addendum. Member or Adyen may amend this Acquiring Addendum at any time by Adyen providing written notice to Merchant where Member or Adyen in its/their reasonable discretion deems the amendment to be necessary to ensure compliance with applicable laws, and/or Scheme Rules. The revised version will be effective 30 days after the date of such notice, unless otherwise specified in such notice. Merchant will be considered to expressly consent to all changes to the Acquiring Addendum if Merchant continues to use the Sponsored Acquiring Services after the effective date of the change.

Waiver. The failure of a party to assert any of its rights under this Acquiring Addendum, including the right to terminate this Acquiring Addendum in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this Acquiring Addendum in accordance with its terms.

Relationship between the Parties. No agency, partnership, joint venture or employment relationship is created between Adyen, Member and/or Merchant by way of this Acquiring Addendum. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors.

Severability. Whenever possible, each provision of this Acquiring Addendum will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Acquiring Addendum.

Merchant Details:

As recorded on the Merchant Registration Form

Appendix to this Acquiring Addendum:

Appendix 1 – Member disclosures Wells Fargo Bank

Appendix 1 - Member Disclosures Wells Fargo Bank

Member contact information: WELLS FARGO BANK, N.A. may be contacted by mail at: 1200 Montego, Walnut Creek, CA 94598 and by phone at (925) 746-4167.

Adyen contact information: ADYEN N.V. may be contacted by mail via its US subsidiary Adyen Inc. at 274 Brannan Street, Suite 600, San Francisco, CA 94107 and by phone at (415) 957 1000

Important Member Responsibilities:

A. Member is the entity approved to extend acceptance of Card Scheme products directly to you.

B. Member must be a principal (signer) to the relevant Acquiring Addendum.

C. Member is responsible for educating you on pertinent Visa and MasterCard Rules with which you must comply; but this information may be provided to you by Adyen.

D. Member is responsible for and must provide settlement funds to you.

E. Member is responsible for all settlement funds prior to funding you (or Adyen as your agent).

Important Merchant Responsibilities:

A. Ensure compliance with cardholder data security and storage requirements.

B. Maintain fraud and chargebacks below Card Scheme thresholds.

C. Review and understand the terms of the Acquiring Addendum.

D. Comply with Visa and MasterCard rules.

The responsibilities listed above do not supersede terms of the Merchant Agreement or this Acquiring Addendum and are provided to ensure Merchant understands some important obligations of each party and that Member is the ultimate authority should Merchant have any problems.

ATTACHMENT 1
GENERAL TERMS

ANNEX 1
SLICE PLATFORM TERMS

ANNEX 2
PROFESSIONAL SERVICES

ANNEX 3
SLICE POS TERMS

ANNEX 4
HARDWARE TERMS

ANNEX 5
PRODUCT SPECIFIC TERMS AND DESCRIPTIONS

ANNEX 6
SUPPLIES TERMS

ANNEX 7
ACQUIRING ADDENDUM - WELLS FARGO BANK, N.A. (USA)

Appendix 1 - Member Disclosures Wells Fargo Bank

SOLUTIONS

RESOURCES

OWNER'S PORTAL

COMPANY

OUR MISSION

ATTACHMENT 1GENERAL TERMS

ANNEX 1SLICE PLATFORM TERMS

ANNEX 2PROFESSIONAL SERVICES

ANNEX 3SLICE POS TERMS

ANNEX 4HARDWARE TERMS

ANNEX 5PRODUCT SPECIFIC TERMS AND DESCRIPTIONS

ANNEX 6SUPPLIES TERMS

ANNEX 7ACQUIRING ADDENDUM - WELLS FARGO BANK, N.A. (USA)

Appendix 1 - Member Disclosures Wells Fargo Bank

SOLUTIONS

RESOURCES

OWNER'S PORTAL

COMPANY

OUR MISSION

ATTACHMENT 1
GENERAL TERMS

ANNEX 1
SLICE PLATFORM TERMS

ANNEX 2
PROFESSIONAL SERVICES

ANNEX 3
SLICE POS TERMS

ANNEX 4
HARDWARE TERMS

ANNEX 5
PRODUCT SPECIFIC TERMS AND DESCRIPTIONS

ANNEX 6
SUPPLIES TERMS

ANNEX 7
ACQUIRING ADDENDUM - WELLS FARGO BANK, N.A. (USA)