Carriage House Merchant Agreement


Carriage House has a structured model that focuses on all three sides of the business model of food supply and can establish coordination between restaurants, couriers and customers. It allows restaurants and customers, giving them the ability to track the courier's location to predict the time of shipment or delivery. Carriage House acts as an integrator between restaurants and users who want to order food online. It also offers employment to people looking for full-time or part-time employment. Thus, the customer segments related to Carriage House Business Model are: In addition to no commissions, there is a one-time $250 per location fee to set up menu and online marketing and you’re advertising on their application. (Click here) Each order is its own separate contract, in accordance with our contract with Carriage House. The affiliated restaurant must be paid for orders by Courier with a company card or Smart phone technology. that are awarded and accepted by binders by contract if they are delayed by the application or restaurant.


The platform allows users to find a restaurant and order food on one side, and on the other, Carriage House gives restaurants access to a wider clientele. It also benefits people by offering them jobs for the supply of food. Since its inception, Carriage House has been able to raise decent financing from investors and has partnered with many popular restaurant chains in major U.S. cities. Carriage House hires its own couriers, called Couriers. The delivery rate depends on the distance from the trip and Carriage House`s connection which is normally a 10-mile radius. For now, Carriage House focuses solely on the supply of food, but in the long run it could expand to other spaces and face fierce competition in the on-demand delivery industry.

Partnership Terms

  1. Whereas the Partners wish to collaborate in the governance of the Restaurant, the Partners agree to the following:
  2. The Partners agree to an affiliated partnership for Carriage House food delivery to act as a third-party food delivery service.
  3. The Restaurant’s principal place of business shall be the address listed above. All records related to the partnership or the Restaurant shall be maintained at this address.
  4. This restaurant partnership agreement shall commence as of the date it is signed by both partners, and shall continue indefinitely until rightfully dissolved by either partner.
  5. The Partners may continue to engage in additional, non-related business interests, but must disclose those ventures to the other Partner.
  6. Restaurant gives Carriage House consent to utilize the restaurant's logo, menu images and food names for purposes of marketing merchants on delivery food app and website.
  7. At time of sign-up, Carriage House charges the restaurant a one-time signup fee of $250 for addition of the restaurant to the platform, menu build-out, and marketing.

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

THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SETING FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION AGREEMENT COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING PROPOSED CLASS ACTION LITIGATION. PLEASE SEE SECTION 19 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

1. Definitions.

  1. “Courier” means independent third-party delivery contractor.
  2. “Delivery API” means the CARRIAGE HOUSE application programming interface (API) that allows the Merchant to exchange information with CARRIAGE HOUSE.
  3. “CARRIAGE HOUSE Data” shall mean any information that CARRIAGE HOUSE provides or makes accessible to Merchant through the CARRIAGE HOUSE Platform, including without limitation Personal Information.
  4. “Shopper” means the customer who places an order for Merchant Products through the CARRIAGE HOUSE Platform or CARRIAGE HOUSE Site.
  5. “CARRIAGE HOUSE Marketplace” means CARRIAGE HOUSE’s proprietary online communication platform where Customers can view and search for the menus of Merchants and/or place an order for Merchant Products via the CARRIAGE HOUSE website or mobile application for delivery by a Courier to the Customer or for pickup by Customer.
  6. “CARRIAGE HOUSE Platform” means CARRIAGE HOUSE Marketplace
  7. “CARRIAGE HOUSE Drive” means the platform that enables delivery fulfillment for orders placed directly with the Merchant by the Customer.
  8. “CARRIAGE HOUSE Services” means CARRIAGE HOUSE Platform and, CARRIAGE HOUSE Drive, as applicable.
  9. “Drive Orders” means orders placed by Merchant for delivery fulfilment by CARRIAGE HOUSE.
  10. “Drive Term” means the term of the agreement between CARRIAGE HOUSE and Merchant for CARRIAGE HOUSE Drive.
  11. “Marketplace Orders” means orders for Merchant Products through the CARRIAGE HOUSE Platform from Customers for delivery by Courier.
  12. “Merchant” means the restaurant or other entity that has agreed to participate in the CARRIAGE HOUSE Services.
  13. “Merchant Products” includes all products offered for take-out or delivery orders at Merchant Stores.
  14. “Merchant Stores” means the Merchant restaurant locations that participate in the CARRIAGE HOUSE Services and includes: (i) Merchant Stores owned and operated by Merchant or its affiliates, and/or (ii) Merchant Stores owned and operated by Franchisees of Merchant or its affiliates.
  15. “Marketplace Term” means the term of the agreement between CARRIAGE HOUSE and Merchant for the CARRIAGE HOUSE Platform.
  16. “Pick Up Orders” means orders for Merchant Products through the CARRIAGE HOUSE Platform from Customers for pickup by the Customer.
  17. “Pick Up Program” means Customers can view and search for the menus of Merchants and place an order for Merchant Products via the CARRIAGE HOUSE Platform for pickup by the Customer.
  18. “Order” means a Marketplace Order, a Pick -Up Order, or a Drive Order, as applicable.
  19. “Personal Information” shall mean any information exchanged under this Agreement that (i) identifies or can be used to identify an individual (including without limitation, names, telephone numbers, addresses, signatures, email addresses or other unique identifiers); or (ii) that can reasonably be used to authenticate an individual (including without limitation, name, contact information, precise location information, access credentials, persistent identifiers and any information that may be considered ‘personal data’ or ‘personal information’ under applicable law).
  20. “Commission Rate” Because CARRIAGE HOUSE has no integration system or software. We are able to cut the commission rate to $0.00 per as long as this agreement is in place. In the event CARRIAGE HOUSE is purchased by another brand they would have to honor the electronically signed agreement and can’t change this policy under any circumstances to be modified for a minimum of 10 years of the finalization of the legal transfer.
  21. “Schedule for Later Order” shall mean an Order to be fulfilled at a particular time later in the same day or at a later date.
  22. “Terms” means the provisions herein.
  23. “Third Party Platform” means a technology interface, such as a middleware technology platform, other than the online order form and the Delivery API that enables Merchant to request delivery fulfillment and provide information necessary to enable such delivery fulfillment.

2. The Parties' Relationship.

CARRIAGE HOUSE provides the CARRIAGE HOUSE Marketplace the web-based technology that connects Merchants, independent delivery contractors ("Courier") and Customers, as described in these Terms for CARRIAGE HOUSE Platform. CARRIAGE HOUSE is not a merchant, seller of goods, or delivery service; it is an online connection platform. Merchant and CARRIAGE HOUSE agree they are independent businesses whose relationship is governed by the Sign-Up Sheet, these Terms, and any applicable terms between the Parties. Nothing in the Parties' agreements, relationship or transactions shall create or be construed as creating an agency, partnership, fiduciary or joint venture relationship between CARRIAGE HOUSE and Merchant (or Merchant's employees, representatives or locations), CARRIAGE HOUSE and Courier, or CARRIAGE HOUSE and Shopper. Except as expressly set forth in the Sign-Up Sheet, these Terms, and any applicable terms between the Parties, each Party shall be responsible for its own expenses, profits and losses.

3. CARRIAGE HOUSE Marketplace Core Responsibilities.

For Merchants that have agreed to participate in the CARRIAGE HOUSE Marketplace, CARRIAGE HOUSE and Merchant shall have the following responsibilities during the Marketplace Term:

  1. CARRIAGE HOUSE Core Responsibilities. CARRIAGE HOUSE will, in a timely manner:
    1. Display Merchant’s logo; a listing of the Merchant Stores; and a menu of Merchant Products on the CARRIAGE HOUSE Platform;
    2. Accept Marketplace payments from Courier;
    3. Forward each Marketplace Order to the relevant Merchant Store; and
    4. Forward each Marketplace Order to a Courier, so that the Courier can pick up the applicable Merchant Product(s) from the Merchant Store to deliver to the Shopper.
  2. Merchant Core Responsibilities. Merchant will, in a timely manner
    1. Provide CARRIAGE HOUSE with the Merchant’s in-store or take-out menu, including the price of each item on such menu;
    2. Monitor Merchant’s menu and store information on the CARRIAGE HOUSE Platform, promptly make updates via the Merchant Portal to reflect the most up-to-date products, pricing and other information or immediately notify CARRIAGE HOUSE of any errors or changes in writing;
    3. Accept all Marketplace Orders placed by CARRIAGE HOUSE from Merchant’s then-current menu;
    4. Confirm all Marketplace Orders from CARRIAGE HOUSE;
    5. Prepare the Merchant Products for each Marketplace Order for pickup by a Courier’s at the designated time;
    6. Process Marketplace Orders in the order in which they are received;
    7. Notify CARRIAGE HOUSE of any changes to the pricing, availability, description, or other characteristics of the Merchant Products;
    8. Notify CARRIAGE HOUSE of its days and hours of operation, and remain open for business on CARRIAGE HOUSE the same days and hours of operation as Merchant’s in-store business; notify CARRIAGE HOUSE of any changes to Merchant’s hours of operations on holidays; and notify CARRIAGE HOUSE if Merchant closes earlier than Merchant’s standard hours of operation or plans to close earlier than Merchant’s standard hours of operation;
    9. Notify all Merchant store staff members of the relationship with CARRIAGE HOUSE immediately upon execution of this Agreement;
    10. Provide the same utensils, napkins, bags and other materials that Merchant would typically provide in a standard take-out or delivery order, subject to Section 15(3)(i);
    11. If CARRIAGE HOUSE collects and passes tips from Customers to Merchant, Merchant will distribute such tips in accordance with applicable law, including but not limited to tip pooling laws.

5. Refunds and Re-Orders.

Refunds and re-orders will be addressed as follows:

  1. Marketplace Order Refunds. In the event that CARRIAGE HOUSE, in its sole reasonable discretion, has to issue a refund, credit or re-order on an Customer’s Order, Merchant will prepare the food to the same specifications as the original Order (in the case of a re-order) and bear the full cost of that refund, credit or re-order, as applicable, unless the refund, credit or re-order is due to the fault of the Courier’s or CARRIAGE HOUSE.
  2. Drive Order Refunds. Merchant acknowledges and agrees that CARRIAGE HOUSE shall be responsible only for facilitating the delivery of Merchant Product(s) to Customers. Merchant shall be solely responsible for any customer complaints regarding Merchant Product(s), including without limitation, complaints regarding the nature, quality, content, number, or packaging of Merchant Product(s). Merchant agrees not to refer any Customer complaints directly to CARRIAGE HOUSE. Any complaints regarding the timeliness or quality of a Courier’s delivery service shall be reported by Merchant to CARRIAGE HOUSE. If Merchant elects to refund a Customer for any reason, such election shall not obligate CARRIAGE HOUSE to provide a corresponding reimbursement to Merchant. In the event that a Merchant Product has been visibly damaged with proof from Customer, CARRIAGE HOUSE may reimburse Merchant for all or a portion of the order subtotal. For the purposes of this agreement, “Merchant Product” is the actual food or beverage item, not the packaging that contains the Merchant Product. In no event shall CARRIAGE HOUSE be obligated to issue any refunds directly to Customers.
  3. Pick-Up Order Refunds. CARRIAGE HOUSE shall be responsible for customer support issues relating to the ordering of Merchant Products and issues relating to a Shopper’s CARRIAGE HOUSE account. All other customer issues or complaints will be the Merchant's sole responsibility. In the event that CARRIAGE HOUSE, in its sole discretion, determines to issue a refund, credit or re-order for a Customer’s Order, Merchant will prepare the food to the same specifications as the original Pick-Up Order (in the case of a re-order) and bear the full cost of that refund, credit or re-order.

7. Order Equipment.

There will be no equipment

8. Payment, Fees, Title and Taxes.

Payment, fees, and taxes shall be addressed as follows:

  1. CARRIAGE HOUSE will pay for Marketplace and Pick-Up Orders fulfilled at time of purchase.
  2. Merchant agrees, on an ongoing basis, to review and confirm its transactions, fees and charges on orders and invoices and via the Merchant Portal, and to promptly communicate to CARRIAGE HOUSE in writing any claimed inaccuracies, so that CARRIAGE HOUSE has the prompt opportunity to address and resolve any issues and so such issues do not persist, which CARRIAGE HOUSE and Merchant agree is in the best interests of both parties and their commercial relationship. Merchant agrees to communicate to CARRIAGE HOUSE any disagreement, non-conformity or any issue with any transaction, fee, charge or order within 60 days of the transaction, fee or order. Merchant shall be deemed to have acquiesced in and ratified, and to have waived any claim or objection regarding, each transaction, fee, charge and order if Merchant does not communicate a written claim or objection to CARRIAGE HOUSE regarding such transaction, fee, charge or order within such 60-day period.

9. Payment Processing.

Payment processing services for Merchants on the CARRIAGE HOUSE Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. By agreeing to these Terms, Merchant agrees to be bound by the Stripe Connected Account Agreement and the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of CARRIAGE HOUSE enabling payment processing services through Stripe, Merchant agrees to provide CARRIAGE HOUSE accurate and complete information about Merchant’s representative and its business, and Merchant authorizes CARRIAGE HOUSE to share it and transaction information related to Merchant’s use of the payment processing services provided by Stripe. Stripe has been audited by a PCI-certified auditor and is certified to PCI Service Provider Level 1.

10. Merchant Content and Trademark; Photographs of Menu Items.

  1. During the Marketplace Term Merchant grants to CARRIAGE HOUSE a royalty-free, non-exclusive, limited, revocable, non-transferable, non-sublicensable right and license to use and display the Merchant Content in the provision of services to Merchant, including listing Merchant as a merchant on the CARRIAGE HOUSE Platform, referencing Merchant as a CARRIAGE HOUSE partner, and to promote CARRIAGE HOUSE’s products and services. As used herein, “Merchant Content” includes, without limitation, menus, photographs (either provided by Merchant or on Merchant’s website), trademarks, logos and other materials provided by Merchant to CARRIAGE HOUSE.
  2. If photographs of Merchant’s menu items are not available or if they do not meet CARRIAGE HOUSE’s requirements, as reasonably determined by CARRIAGE HOUSE, then Merchant consents to CARRIAGE HOUSE (i) engaging a professional photographer to take photographs of Merchant’s menu items (ii) enhancing the quality of Merchant’s existing photographs or (iii) using stock photos of the menu item, and displaying such photographs on the CARRIAGE HOUSE Platform as representations of Merchant’s menu items; provided that Merchant may contact CARRIAGE HOUSE support to have such photographs removed from the Merchant’s store listing and, in such event, CARRIAGE HOUSE will comply in a timely manner.

11. Confidential Information.

  1. 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, CARRIAGE HOUSE Data is the Confidential Information of CARRIAGE HOUSE.
  2. 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.
  3. The Receiving Party shall: (i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations in accordance with this Agreement; (ii) except subject to its compliance with Section 11(d), 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.
  4. 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 or waive its rights under Section 11(c) and provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole expense, in opposing or seeking protective limitations on disclosure.

12. Data Privacy and Security.

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

13. Termination.

Merchant may terminate this Agreement for any reason at any time upon seven (7) days prior written notice. CARRIAGE HOUSE may terminate this Agreement or any promotion under this Agreement for any reason at any time upon written notice. Email shall suffice for written notice. Neither Merchant nor CARRIAGE HOUSE will be required to pay any fee in connection with a termination by either party, or be liable to the other as a result of termination of this Agreement for any damages, for the loss of goodwill, prospective profits or anticipated income, or for any expenditures, investments, leases or commitments made by either Merchant or CARRIAGE HOUSE.

14. Modifications.

CARRIAGE HOUSE reserves the right, at its sole discretion, to change, suspend, or discontinue the Platform (including without limitation, the availability of any feature or content) at any time. CARRIAGE HOUSE may, at its sole discretion, remove Merchant Products or Stores from the CARRIAGE HOUSE Platform if CARRIAGE HOUSE determines that such Merchant Product or Merchant Store could subject CARRIAGE HOUSE to undue regulatory risk, health and safety risk, or other liability. CARRIAGE HOUSE also may revise these Terms from time to time. We will notify Merchants 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.

15. Representations and Warranties; Additional Responsibilities; Warranty Disclaimer.

  1. 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.
  2. 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.
  3. Merchant further represents, warrants and agrees that (i) it 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 food ware, plasticware, and other disposable restaurant supplies), and food safety and sanitation, (ii) it has informed CARRIAGE HOUSE of any required consumer-facing warnings, charges, opt-in requirements, and instructions associated with Merchant Product(s) and it will inform CARRIAGE HOUSE of any such warnings, charges, opt-ins, and instructions that become required in the future, (iii) it will disclose common allergens in any Merchant’s menu items listed on the CARRIAGE HOUSE Platform, (iv) it will only list menu items or products for sale, product descriptions, and prices on the CARRIAGE HOUSE Platform, (v) it will not include any age-restricted products (including but not limited to alcohol and tobacco) in Merchant’s menus on the CARRIAGE HOUSE Platform or request delivery of any age-restricted products through the CARRIAGE HOUSE Platform without first entering into a separate agreement with CARRIAGE HOUSE memorializing the promotion, sale and delivery of such products in compliance with the laws of the applicable state in which such products will be sold, (vi) it will not disclose any information related to a Courier’s or a Customer to a third party (except as required to comply with law or pursuant to a court order), (vii) it will comply with the guidelines CARRIAGE HOUSE publishes that govern any content Merchant posts on the CARRIAGE HOUSE Platform or Merchant Portal, and (viii) it will comply with its obligations under Section 4(b)(iii) and 4(b)(iv) of this Agreement.
  4. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, CARRIAGE HOUSE HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE CARRIAGE HOUSE PLATFORM, THE DELIVERY API, EQUIPMENT OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, SATISFACTORY QUALITY OR RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Merchant acknowledges that the operation of the Platform may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and CARRIAGE HOUSE shall not be responsible to Merchant or others for any such interruptions, errors, or problems or an outright discontinuance of the Platform nor for any guarantee of results with respect to the CARRIAGE HOUSE 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.

16. Indemnification.

Each party (the “Indemnifying Party”) will defend, indemnify, and hold harmless the other party, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively “Losses”) with respect to any third-party claims arising out of or related to: (i) any bodily injury (including death) or damage to tangible or real property to the extent caused by the Indemnifying Party’s personnel and, in the case of CARRIAGE HOUSE, Courier’s (or, in the case of Merchant as the Indemnifying Party, caused by the Merchant Products); (ii) any claims that the Indemnifying Party breached its representations, warranties or covenants set forth in Section 11 and Section 12, and Section 15 of this Agreement; (iii) the violation of the intellectual property of the third party by the Indemnifying Party’s logos, trademarks, trade names, menus, documentation, or other intellectual property (collectively, “Materials”); or (iv) in the case of Merchant as the Indemnifying Party, Merchant’s failure to distribute tips as required by applicable law. In addition, Merchant will defend, indemnify and hold harmless CARRIAGE HOUSE from any and all Losses related to any violation or alleged violation of any applicable retail food or other health and safety code, rule, or regulation related to Merchant Product(s), except to the extent such Losses were caused directly by the gross negligence or willful misconduct of CARRIAGE HOUSE. 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. CARRIAGE HOUSE assumes no liability, and shall have no liability, for any infringement claim pursuant to section 15(4) above based on Merchant’s access to and/or use of the CARRIAGE HOUSE Platform following notice of such an infringement claim; any unauthorized modification of the CARRIAGE HOUSE Platform by Merchant; or Merchant’s combination of the CARRIAGE HOUSE Platform with third party programs, services, data, hardware, or other materials which otherwise would not result in such infringement claim.

17. Limitation of Liability.

EXCEPT WITH RESPECT TO DAMAGES ARISING FROM VIOLATIONS OF LAW OR WILFUL MISCONDUCT, UNPAID AMOUNTS OWED TO CARRIAGE HOUSE BY MERCHANT IN EXCESS OF THE BELOW LIMIT, AND AMOUNTS PAYABLE TO THIRD PARTIES UNDER SECTION 16 (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.

18. 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.

19. Dispute Resolution.

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH CARRIAGE HOUSE FOOD DELIVERY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 19 OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”.

  1. Scope of Arbitration Agreement. Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including the breach, termination or validity thereof, shall be finally resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or CARRIAGE HOUSE may seek injunctive relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). CARRIAGE HOUSE and Merchant 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 CARRIAGE HOUSE —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 CARRIAGE HOUSE, 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 CARRIAGE HOUSE IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
  2. Informal Resolution. You and CARRIAGE HOUSE agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and CARRIAGE HOUSE therefore agree that, before either you or CARRIAGE HOUSE demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify CARRIAGE HOUSE that you intend to initiate an informal dispute resolution conference, merchantservices@werechd.com, providing your name, telephone number associated with your CARRIAGE HOUSE account (if any), the email address associated with your CARRIAGE HOUSE account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
  3. Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. If for whatever reason the rules and procedures of the Federal Arbitration Act cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply. Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration and certifying completion of the informal dispute resolution conference pursuant to paragraph 19(2). If this notice is being sent to CARRIAGE HOUSE, it must be sent by email to the counsel who represented CARRIAGE HOUSE in the informal dispute resolution process, or if there was no such counsel then by mail to General Counsel, 2000 East 12ave #75271 Tampa Fl 33675. The arbitration will be conducted by JAMS under its rules and pursuant to the terms of this Agreement, but in the event of a conflict between the two, the provisions of this Arbitration Agreement shall supersede any and all conflicting arbitration administrator’s rules or procedures. Arbitration demands filed with JAMS must include (1) the name, telephone number, mailing address, and e-mail address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy, enumerated in United States Dollars (any request for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (4) the signature of the party seeking arbitration. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com (under the Rules/Clauses tab) or by calling JAMS at 800-352-5267. Payment of all filing, administration, and arbitration fees will be governed by JAMS’s rules. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, video conference, or in person in the country where you live or at another mutually agreed location.
  4. Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. All disputes regarding the payment of arbitrator or arbitration-organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court. The arbitration will decide the rights and liabilities, if any, of you and CARRIAGE HOUSE. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and CARRIAGE HOUSE.
  5. Waiver of Jury Trial. YOU AND CARRIAGE HOUSE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and CARRIAGE HOUSE are instead electing to have claims and disputes resolved by arbitration, except as specified in Section 19(1) above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
  6. Waiver of Class or Consolidated Actions; Severability. YOU AND CARRIAGE HOUSE 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 CARRIAGE HOUSE 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 20, and all other provisions of this Section 19 (Dispute Resolution) shall remain in force. If any provision of this Section 19 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 19. Nothing in this provision shall prevent you or CARRIAGE HOUSE from participating in a class-wide settlement of claims.
  7. Opt Out. CARRIAGE HOUSE’s updates to these Terms of Service do not provide a new opportunity to opt out of the Arbitration Agreement if you had previously agreed to a version of CARRIAGE HOUSE’s Terms of Service and did not validly opt out of arbitration. CARRIAGE HOUSE will continue to honor the valid opt outs of merchants who validly opted out of the Arbitration Agreement in a prior version of the Terms of Service. If you create a CARRIAGE HOUSE account for the first time on or after December 9, 2020, you may opt out of this Arbitration Agreement. If you do so, neither you nor CARRIAGE HOUSE can force the other to arbitrate as a result of this Agreement. To opt out, you must notify CARRIAGE HOUSE in writing of your intention to opt out by sending a letter, by First Class Mail, to CARRIAGE HOUSE, Inc., 2000 East 12ave #75271 Tampa Fl 33675. 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 your first order on the Platform. Your notice must include your name and address, your CARRIAGE HOUSE username (if any), the email address you used to set up your CARRIAGE HOUSE 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 merchants 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.
  8. Survival. This Arbitration Agreement will survive any termination of your relationship with CARRIAGE HOUSE. Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if CARRIAGE HOUSE 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.
  9. Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if CARRIAGE HOUSE 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.

20. Litigation Class Action Waiver.

To the extent allowed by applicable law, separate and apart from the Mutual Arbitration Provision found in Section 19, Merchant agrees that any proceeding to litigate in court any dispute arising out of or relating to this Agreement, whether because Merchant opted out of the Arbitration Provision or any other reason, will be conducted solely on an individual basis, and Merchant agrees not to seek to have any controversy, claim or dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which Merchant acts or proposes to act in a representative capacity (“Litigation Class Action Waiver”). Merchant further agrees that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all parties to any such proceeding. If a court of competent jurisdiction determines that all or part of this Litigation Class Action Waiver is unenforceable, unconscionable, void or voidable, the remainder of this Agreement shall remain in full force and effect.

21. Franchisees.

Franchisees operating a branded restaurant or store concept licensed by Merchant may participate in the Program pursuant to the terms and conditions of this Agreement provided that the individual franchisee: (1) is in compliance with its franchise agreement; and (2) enters into an agreement in substantially the same form as the Supplemental Agreement provided by CARRIAGE HOUSE to the Franchisee. Unless the parties mutually agree otherwise in writing, all Merchant owned branded restaurant(s) and store concept(s) shall be included and subject to the terms hereunder.

22. Partner Code of Conduct.

Merchant agrees to comply with the Partner Code of Conduct which may be updated by CARRIAGE HOUSE from time to time.

23. Communications from CARRIAGE HOUSE.

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

24. Attorneys’ Fees.

In any legal action to enforce the terms of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees and costs from the other party.