Merchant Terms & Conditions - CaterCurator

Last updated date Sept 7th, 2020

This CaterCurator Services Agreement (the “Agreement”), effective as of the last date indicated on the signature page (the “Effective Date”) is made by and between CaterCurator, Inc. (“CaterCurator”, “we”, “our” or “us”) and food provider (“you”, “your”, “caterer” or “merchant” and together with CaterCurator, the “parties” and each a “party”). 

1. Nature of Agreement:

You own and/or are a franchisor or franchisee of one or more restaurant and/or catering locations. We offer “Services” which include the CaterCurator Marketplace (the “Marketplace” or “Platform”) and Get your own Website Catering Link, that helps restaurants and caterers manage their catering and associated businesses.
“CaterCurator Marketplace” is CaterCurator’s proprietary online communication platform where customers can view and search for your menus and/or place an order for your products offered via the website or mobile application for delivery to the Customer. This is also referred to herein as the CaterCurator Platform. It helps you grow and manage your catering business through our suite of marketing, promotional and catering management solutions. 
“Get Your Own Website Catering Link” lets you take catering orders on your own website, Facebook page and other relevant online portals. It gives your online portal visitors the ability to place catering orders directly from you using our services. 
All orders generated using the CaterCurator Marketplace or Get Your Own Website Catering Link will be collectively called the “CaterCurator Orders”
You agree that we may work with third parties who assist with or to perform certain services we provide, we are responsible for their compliance with the relevant obligations of this Agreement.
 

2. Payment & Fees:

(a) Customer Payments: CaterCurator shall be solely responsible for collecting payment for all CaterCurator Orders from Customer. 
(b) Your Payment: CaterCurator will pay you by electronic funds transfer or check (as per your request) twice a month the total amount paid for CaterCurator Orders you have fulfilled less the Fees outlined under 2(c). The first payment each month will cover orders fulfilled in the first 15 days of the month. The second will cover orders fulfilled from 16th day through the end of the month. We send payment within five (5) days of the end of each half-month period. This payment schedule may change at our discretion. If any orders are in dispute, we may withhold payment on those orders, and will try to resolve the dispute as soon as possible. We will bear any loss associated with fraudulent transactions and claims relating to your CaterCurator Orders.
(c) Fees: Our fee is Commission + Credit Card Fee + Curator Ranking Booster (optional, merchant opted) + Curator Rewards (Optional, merchant opted). You agree to pay us the fees set forth below in consideration for the services we provide to you:

  

Services	Commission	Credit Card Fee	Curator Ranking Booster	Curator Rewards
CaterCurator Marketplace	10%	2.75%	Charged only if you have opted to participate from your merchant portal.	Charged only if you have opted to participate from your merchant portal.
Get Your Own Website Catering Link	0%	2.75%	Not Applicable	Not Applicable

The commissions are subject to change.

“Commission” means a percentage of the total amount a customer pays for an order they place with you through CaterCurator, excluding any voluntary tip and taxes. 
“Credit Card Fees” means a percentage of the total amount a customer pays for an order they place with you through CaterCurator.
“Curator Ranking Booster” means a percentage of the total amount a customer pays for an order they place with you through CaterCurator, excluding any voluntary tip and taxes.  This will only be added if you choose to participate in the Curator Ranking Boosting Program through your merchant portal which improves your placement in search results.
“Curator Rewards” means a percentage of the total amount a customer pays for an order they place with you through CaterCurator, excluding any voluntary tip and taxes.  This will only be added if you choose to participate in the Curator Rewards Program through your merchant portal which provides rewards to customers on their purchases and also improves your placement in search results. So the credit for this fee is passed on to the customer in the form of a gift card. 
You receive 100% of voluntary tips. 
Sales Tax : Many states have new sales tax laws that affect how we handle your sales taxes. Some of the states shift the responsibility of remitting state sales tax from you to us (Marketplace Facilitator). In all states where CaterCurator orders are taxable, we will collect taxes. In all states where marketplace facilitator are required to remit taxes, we will remit taxes on your behalf and CaterCurator payments to you will not include these taxes. In all states where marketplace facilitator are not required to remit taxes, your CaterCurator payments to you will include these taxes and you will be responsible for remitting all state and locally administered taxes correctly and in a timely manner to the appropriate agencies.
 

3. Proprietary Rights:

(a) CaterCurator Merchant Portal and Other Technology: During the Term, we grant to you a limited non-exclusive, non-transferable, non-sublicensable, license to access and use the CaterCurator Merchant Portal and other technology included with the Services (collectively, “Technology”) solely for your internal use to grow and manage your catering business. You will not: (i) copy, modify, or create derivative works of the Technology, (ii) reverse engineer, disassemble or attempt to reconstruct, identify or discover any source code, underlying ideas, user interface techniques or algorithms of the Technology, or (iii) attempt to circumvent any use restrictions built into the Technology except for the limited license granted here, we retain all right, title and interest, including all intellectual property rights in and to the Technology and all related modifications improvements and derivative works thereof.
(b) Your Content: During the Term you grant to us a limited, non-exclusive, non-transferable, non-sublicensable, license to use the restaurant, business and catering information you provide us, including your name, logos, descriptions, menus, pricing and images (collectively, “Your Content”) as reasonably necessary to provide the Services. This includes that we may use Your Content to promote you on the Marketplace and your CaterCurator pages, if applicable and to otherwise market to drive customers to your Marketplace and/or CaterCurator pages. Except for the limited license granted here, you retain all right, title and interest, including all intellectual property rights in and to Your Content. We may also feature your restaurant in marketing materials and campaigns. 
 

4. Core Responsibilities:

CaterCurator and you shall have the following responsibilities during your Term:
(a) CaterCurator’s Core Responsibilities: CaterCurator will, in a timely manner:
(i) display you on CaterCurator’s Marketplace to enable customers to place orders.
(ii) may feature you in marketing materials and campaigns and/or offer you the opportunity to participate in opt-in paid marketing programs from time-to-time to make you more attractive to customers and/or modify your placement in the Marketplace. 
(iii) handle and address all customer questions, charges and issues of all CaterCurator Orders. 
(iv) provide you, under “Get your own Website Catering Link” service, your ordering link to place on your website and other online locations. Customers who click on this link will be directed to a CaterCurator Ordering page that we will host and create for you and may place orders through that page. 
(v) promote your Marketplace presence in other ways including online as well as offline channels and campaigns.
(vi) forward each CaterCurator Orders to you and provide you all necessary information needed to execute the orders.
(vi) Additionally, for orders received under “Get your own Website Catering Link” service, provide you the customer name and contact information we receive, to the extent permitted by applicable Federal and state law.
(vii) CaterCurator offers delivery on demand service called "CuratorDelivery". This service enables delivery fulfilment for orders placed with the Caterer on the CaterCurator platform by the Customer. If you opt for CuratorDelivery for any particular CaterCurator order, CaterCurator and you shall have the following responsibilities: Provide you with relevant access to submit requests for deliveries, or receive information through a Third Party Platform; Forward requests to our Delivery Partner, so that their Driver can pick up the order from your store to deliver to the Customer.
(b) Your Core Responsibilities: You will, in a timely manner:
(i) supply all requested information, item databases, logos, artwork, menus, pricing, and other content and information necessary to allow us to host such a menu. 
(ii) monitor the Marketplace information and promptly contact us when your menu items, its prices, delivery fees and other information change so we can keep them up-to-date in the Marketplace. 
(iii) be responsible for the pricing, content and on-going accuracy of your menus and items included on the Marketplace. We guarantee customers that your menu prices on CaterCurator Platform always matches your prices in-store, over the phone or through any other website or online channel for catering orders (except limited-time promotional offers). Any discrepancies shall be subject to refund if requested by the customer. 
(iv) promptly confirm acceptance (or rejection) of all orders within 30 minutes of receipt during business hours, or if order is received outside business hours then 30 minutes after the start of your normal business hours the following day, via your merchant portal or web URL shared via email/text. 
(v) redirect all customers to us if they contact you directly for any queries or changes regarding orders placed through our Platform. You should only accept order changes from CaterCurator. This ensures that the amount that customers pay and that you receive are correct. Also, you agree to work with us to address any customer service issues we cannot address on our own. 
(vi) not directly solicit customers for catering business outside of the CaterCurator relationship while on deliveries or otherwise.
(vii) prepare orders in accordance with the order details and instructions we provide.
(viii) fulfill and deliver orders (or in case of take-out or CuratorDelivery, keep the orders ready for pick-up) no more than 15 minutes before or 5 minutes after the delivery time. 
(ix) provide polite and courteous service to customers while fulfilling orders.

5. Modifications, Termination and Survival:

This Agreement begins on the Effective Date and continues until terminated by either you or us (the “Term”). Either you or we may terminate this Agreement:
(a) Upon 30 days written notice, for any or no reason
(b) Upon 10 days written notice, if the other party breaches this Agreement and fails to cure the breach within the notice period
(c) Immediately, if the other party: (i) becomes insolvent, files a petition in bankruptcy makes an assignment for the benefit of its creditors or has a UCC lien filed against all or a portion of its asses or (ii) commits or otherwise becomes associated with for any reason any act that would reasonably be expected to have an adverse impact on the reputation or public image of the terminating party. Alternatively either of us may immediately suspend services rather than terminate this Agreement in the event of clause (i) or (ii).
Your obligation to pay outstanding Fees or other amounts due to us as of the termination of this Agreement and our obligation to remit payments to you for orders fulfilled prior to termination survive the termination of this Agreement.
CaterCurator reserves the right, at its sole discretion, to change, suspend, or discontinue the Platform upon 10 days written notice (including without limitation, the availability of any feature or content) at any time. CaterCurator also may revise these Terms from time to time. The changes will not be retroactive, and the most current version of the terms will be found here. We will notify you of material revisions via a service notification or an email to the email address associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

6. Confidentiality Information:

The term “Confidential Information” shall mean any confidential or proprietary business, technical or financial information or materials of a party (“Disclosing Party”) provided to the other party (“Receiving Party”) in connection with this Agreement, whether orally or in physical form, and shall include the terms of this Agreement. Without limiting the foregoing, CaterCurator Data is the Confidential Information of CaterCurator. Confidential Information does not include information that: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed to the Receiving Party in connection with this Agreement; (ii) was or becomes public domain other than by the fault of the Receiving Party; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not at the time under any obligation to maintain its confidentiality; or (iv) the Receiving Party can demonstrate by documentary records was independently developed by the Receiving Party without access to, use of or reference to any Confidential Information. The Receiving Party shall: (i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations in accordance with this Agreement; (ii) not disclose or permit access to Confidential Information other than to its or any of its employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors and legal advisors (“Representatives”) who need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement, and prior to any such disclosure are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; and (iii) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most/similarly sensitive information and in no event less than a reasonable degree of care. If the Receiving Party is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy, and provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole expense, in opposing or seeking protective limitations on disclosure.

7. Representations and Warranties; Additional Responsibilities; Warranty Disclaimer

Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement without breaching any obligation to any third party. Each party represents and warrants that it will comply with all applicable laws and regulations in its performance of this Agreement, including without limitation (i) all applicable data protection and privacy laws, and (ii) all applicable laws related to third party intellectual property and other proprietary rights. 
You further represent, warrant and agree that (i) you will comply with all applicable laws, rules, standards and regulations relating to licenses, health (including Proposition 65 in California), food packaging and accessory items (including but not limited to foodware, plasticware, and other disposable restaurant supplies), and food safety and sanitation,  (ii) you will inform CaterCurator of any required consumer-facing warnings, charges, opt-in requirements, and instructions associated with your  products offered on CaterCurator Platform and it will inform CaterCurator of any such warnings, charges, opt-ins, and instructions that become required in the future, (iii) you will disclose common allergens in any menu items listed on the CaterCurator Marketplace. 
In case of CuratorDelivery, the third party delivery service shall comply with all applicable laws, rules, standards and regulations relating to licenses, health (including Proposition 65 in California), and accessory items, and food safety and sanitation.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, SATISFACTORY QUALITY OR RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. You acknowledge that the operation of the Platform may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and CaterCurator shall not be responsible for any such interruptions, errors, or problems or an outright discontinuance of the Platform nor for any guarantee of results with respect to the CaterCurator services or Platform. Both Parties acknowledge that neither party has any expectation or has received any assurances for future business or that any investment by a party will be recovered or recouped or that such party will obtain any anticipated amount of profits by virtue of this Agreement.

8. Indemnification:

Each party (the “Indemnifying Party”) will defend, indemnify, and hold harmless the other party, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively “Losses”) with respect to any third-party claims arising out of or related to: (i) any bodily injury (including death) or damage to tangible or real property to the extent caused by the Indemnifying Party’s personnel and, (in your case as the Indemnifying Party, caused by the your products offered on CaterCurator Platform); (ii) any claims that the Indemnifying Party breached its representations, warranties or covenants set forth in this Agreement;  (iii) the violation of the intellectual property of the third party by the Indemnifying Party’s logos, trademarks, trade names, menus, documentation, or other intellectual property (collectively, “Materials”). In addition, you will defend, indemnify and hold harmless CaterCurator from any and all Losses related to any violation or alleged violation of any applicable retail food or other health and safety code, rule, or regulation related to your products offered on CaterCurator Platform, except to the extent such Losses were caused directly by the gross negligence or willful misconduct of CaterCurator. In each case the Indemnified Party shall provide the Indemnifying Party with (a) prompt notice of any claims such that the Indemnifying Party is not prejudiced by any delay of such notification, (b) the option to assume sole control over defense and settlement of any claim, and (c) reasonable assistance in connection with such defense and settlement (at the Indemnifying Party’s expense). The Indemnified Party may participate in the defense or settlement of such a claim with counsel of its own choice and at its own expense; however, the Indemnifying Party shall not enter into any settlement agreement that imposes any obligation on the Indemnified Party without the Indemnified Party’s express prior written consent. CaterCurator assumes no liability, and shall have no liability, for any infringement claim based on your access to and/or use of the CaterCurator Platform following notice of such an infringement claim; any unauthorized modification of the CaterCurator Platform by you; or your combination of the CaterCurator Platform with third party programs, services, data, hardware, or other materials which otherwise would not result in such infringement claim.
 

9. Insurance:

During the term of the Agreement and for one year after, each party will maintain adequate insurance in amounts not less than as required by law or that is common practice in such party’s business. Upon request, each party will provide the other with current evidence of coverage. Such insurance shall not be cancelled or materially reduced without thirty (30) days prior written notice. In no event shall the limits of any insurance policy be considered as limiting the liability of a party under this Agreement.

10. Limitation of Liability:

You certify that they have the proper catering licensing as required by their state.
EXCEPT WITH RESPECT TO DAMAGES ARISING FROM VIOLATIONS OF LAW OR WILFUL MISCONDUCT, UNPAID AMOUNTS OWED TO CATERCURATOR BY YOU IN EXCESS OF THE BELOW LIMIT, AND AMOUNTS PAYABLE TO THIRD PARTIES UNDER “INDEMNIFICATION”, TO THE EXTENT PERMITTED BY APPLICABLE LAW, (I) NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT, FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, HARM TO GOODWILL, OR THE COSTS FOR PROCURING REPLACEMENT SERVICES, WHETHER BASED ON TORT, CONTRACT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) EACH PARTY’S MAXIMUM AGGREGATE LIABILITIES RELATED TO OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY ONE PARTY TO THE OTHER PARTY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11. Dispute Resolution:

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH CATERCURATOR AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 11 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”.
(i) Scope - Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including the breach, termination or validity thereof, shall be finally resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or CaterCurator may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). CaterCurator and you agree that, because both are business entities that mutually benefit from streamlined and confidential resolution, this Arbitration Agreement shall apply to all disputes arising from or relating to the subject matter of this Agreement or the relationship between the parties and their personnel. In that regard, this Arbitration Agreement shall be binding upon and enforceable by not only the parties, but also their affiliates, and their owners, officers, directors, managers and employees. This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement. CASES HAVE BEEN FILED AGAINST CATERCURATOR—AND OTHERS MAY BE FILED IN THE FUTURE—THAT ATTEMPT TO ASSERT CLASS ACTION CLAIMS, AND BY ACCEPTING THIS ARBITRATION AGREEMENT YOU ELECT NOT TO PARTICIPATE IN SUCH CASES. IF YOU AGREE TO ARBITRATION WITH CATERCURATOR, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUIT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST CATERCURATOR IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
(ii) Rules and Forum - This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to address or email address set forth in the  “Contact Us” section below. The arbitration will be conducted by JAMS under its rules and pursuant to the terms of this Agreement. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures. JAMS’s rules are available at www.jamsadr.com (under the Rules/Clauses tab) or by calling JAMS at 800-352-5267. Payment of all filing, administration, and arbitration fees will be governed by JAMS’s rules. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, CaterCurator will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, CaterCurator will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If you are a resident of the United States, arbitration will take place in Orange County, Florida, unless you and we both agree to another location or telephonic arbitration. For individuals residing outside the United States, arbitration shall be initiated in Orange County, Florida, United States, and you and CaterCurator agree to submit to the personal jurisdiction of any federal or state court in Orange County, Florida in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. 
(iii) Waiver of Jury Trial - YOU AND CATERCURATOR WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and CaterCurator are instead electing to have claims and disputes resolved by arbitration, except as specified in Section 11(i) above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
(iv) Waiver of Class or Consolidated Actions; Severability - YOU AND CATERCURATOR AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE MERCHANT CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor CaterCurator is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in Section 12, and all other provisions of this Section 11 (Dispute Resolution) shall remain in force. If any provision of this Section 11 is adjudged to be void or otherwise unenforceable, in whole or in part, the void or unenforceable provision shall be severed and such adjudication shall not affect the validity of the remainder of this Section 11.
(v) Opt Out - You may opt out of this Arbitration Agreement. If you do so, neither you nor CaterCurator can force the other to arbitrate as a result of this Agreement. To opt out, you must notify CaterCurator in writing of your intention to opt out by sending a letter, by First Class Mail, to CaterCurator, Inc., Suite 537, 8815 Conroy Windermere Rd., Orlando, FL 32835. Any attempt to opt out by email will be ineffective.  To be effective, your opt-out notice must be postmarked no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your CaterCurator username (if any), the email address you used to set up your CaterCurator account (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. The letter may opt out, at most, only one merchant, and letters that purport to opt out multiple merchant will not be effective as to any. No merchant (or his or her agent or representative) may effectuate an opt out on behalf of other persons. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us. 
(vi) Survival - This Arbitration Agreement will survive any termination of your relationship with CaterCurator.
(vii) Modification - Notwithstanding any provision in the Agreement to the contrary, we agree that if CaterCurator makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to the Company.

12. Litigation Class Action Waiver:  

To the extent allowed by applicable law, separate and apart from the Mutual Arbitration Provision found in Section 11, you agree that any proceeding to litigate in court any dispute arising out of or relating to this Agreement, whether because you opted out of the Arbitration Provision or any other reason, will be conducted solely on an individual basis, and you agree not to seek to have any controversy, claim or dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which you act or propose to act in a representative capacity (“Litigation Class Action Waiver”). You further agree that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all parties to any such proceeding. If a court of competent jurisdiction determines that all or part of this Litigation Class Action Waiver is unenforceable, unconscionable, void or voidable, the remainder of this Agreement shall remain in full force and effect.
 

13. Communications from CaterCurator:

You agree to accept and receive communications from CaterCurator, including via email, text message, calls, and push notifications to the cellular telephone number you provide us. You acknowledge that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of us, or our affiliated companies. You may also opt-out of receiving text messages from CaterCurator by replying “STOP” from the mobile device receiving the messages or please email us at info@catercurator.com.

14. General Provisions:

CaterCurator provides an online marketplace platform using web-based technology that connects Caterers, independent delivery contractors ("Drivers") and customers ("Platform"), as described in these Terms for CaterCurator Marketplace & CuratorDelivery. CaterCurator is not a Food Provider or delivery service; it is an online connection platform. Caterer and CaterCurator agree they are independent businesses whose relationship is governed by the Sign-Up Sheet and these Terms. Nothing in the Parties' agreements, relationship or transactions shall create or be construed as creating an agency, partnership, fiduciary or joint venture relationship between CaterCurator and Caterer (or Caterer's employees, representatives or locations), CaterCurator and Driver, or CaterCurator and customers. Except as expressly set forth in the Sign-Up Sheet and these Terms, each Party shall be responsible for its own expenses, profits and losses.
As set forth on the Sign-Up Sheet between you and CaterCurator, the Sign-Up Sheet and these Terms constitute an integrated Agreement between the parties, which supersedes all prior agreements and communications of the parties, oral or written, with respect to the subject matter hereof. The rights and obligations set forth in these Terms, which by their nature should, or by their express terms do, survive or extend beyond the termination or expiration of these Terms shall so survive and extend. This Agreement is governed by and interpreted in accordance with the laws of the State of Florida without regard to the conflicts of laws principles thereof. You agree that, except as set forth above in Section 11 (“Dispute Resolution”), the parties hereby consent to exclusive jurisdiction in the courts of Orlando, Florida. You may not assign this Agreement in whole or in part without our prior written consent. CaterCurator may freely assign this Agreement. This Agreement is binding upon, and inures to the benefit of, the employees, representatives, agents, affiliates, franchisors, franchisees, and permitted successors and assigns of each party, but shall not confer any rights or remedies upon any third party. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained here.

15. Contact Us:

All notices, requests, consents and other communications under the Parties' agreements must be in writing, and delivered by overnight courier to the addresses set forth on the Sign-Up Sheet (or any updated address properly noticed hereunder). 

CaterCurator, Inc.
Suite 537
8815 Conroy Windermere Rd. 
Orlando, FL 32835