<\/title> <\/head> <body> <h2 style=\"text-align: center;\">RIVAS AGREEMENT <\/h2> <p style=\"\">THIS AGREEMENT (this \"Agreement\") is made and entered into as of <span>{{effective_date}}<\/span> (the \"Effective Date\"), by and between RIVAS LLC (hereinafter referred to as \"Company\"), a California limited liability company and <span>{{restaurant_name}}<\/span>, with an address at <span>{{restaurant_address}}<\/span> (hereinafter referred to as \"Provider\").<\/p> <h2 style=\"text-align: center;\">BACKGROUND<\/h2> <p style=\"\">Company provides a mobile application and website (collectively the \"App\") that enables users to order and request delivery of food from local restaurants. Once the food is prepared by the participating restaurant after receipt of a customer order, Company coordinates the pick-up and delivery of the ordered food to the customer. This Agreement governs the relationship between Company and the participating restaurant (the Provider).<\/p> <p style=\"\">In consideration of the mutual promises and understandings set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:<\/p> <ul style=\"list-style: none;\"> \t<li style=\"margin-bottom: 15px;\">1. <span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Independent Contractor Treatment.<\/span> The parties agree that this Agreement creates an independent contractor relationship, not an employment, partnership or joint venture relationship either between the parties. Except as expressly provided herein, the parties acknowledge that neither party has, or shall be deemed to have, the authority to bind the other party.<\/li> \t<li style=\"margin-bottom: 15px;\">2.\t<span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Provider Services.<\/span> Upon execution of this Agreement Provider will work with Company to set up Provider's systems to accommodate user orders through Company's App. Upon receiving such user orders, Provider agrees to expeditiously process such orders, charge the users' credit cards for such orders, and prepare the orders for pick-up by Company's agent. Provider further agrees to remit to Company the Commission Amount, as defined below.<\/li> \t<li style=\"margin-bottom: 15px;\">3.\t<span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Commission Payments.<\/span> Provider agrees to pay Company on each order placed through the App <span>{{commission_amount}}<\/span>% of the amount Provider charges for each such order, less sales tax charged to the user (the \"Commission Amount\"). Accrued commissions shall be paid to Company every <span>{{commission_pay_date}}<\/span>. At least once per month, Provider shall give Company a detailed written report of the orders placed, amounts charged to the users and the corresponding Commission Amounts.<\/li> \t<li style=\"margin-bottom: 15px;\">4.\t<span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Term & Termination.<\/span> This Agreement shall take effect as of the Effective Date and shall continue until terminated in accordance with this Agreement. Either party may terminate this Agreement upon 30 days' written (including email) notice to the other.<\/li> \t<li style=\"margin-bottom: 15px;\">5.\t<span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Limited Trademark License.<\/span> Provider grants Company a limited, non-exclusive, license to use Provider's trademark(s) to market and promote Provider's services on the App and in connection with Company's promotion of the App. The limited license will terminate at the termination of this Agreement.<\/li> \t \t<li style=\"margin-bottom: 15px;\">7. <span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Mutual Confidentiality.<\/span><br> \t\t<p>(a) \"Confidential Information\" shall mean all information (financial, technical or otherwise) in whatever form (written, oral or otherwise) concerning the party's trade secrets, projects, activities, business, trade practices, know-how or affairs, methods of operations, transactions, strategies and forecasts and other technical or business information, which, at the time of disclosure, is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the parties, exercising reasonable business judgment, to be confidential and which the parties disclose to each other. User credit card information supplied by Company for order processing shall always constitute Confidential Information and shall be strictly protected, to the highest standards, and utilized solely for purposes of processing orders. Provider shall always delete such credit card information following the transaction requiring the information.<\/p> \t\t<p>(b) Except as provided in subsection (c) below, the party which receives such Confidential Information (the \"Receiving Party\") from the other party (the \"Disclosing Party\") agrees to treat the same as strictly confidential and shall not divulge, directly or indirectly, to any other person, firm, corporation, association or entity, for any purpose whatsoever, such Confidential Information, and shall not make use of such Confidential Information except for the purpose described herein, without the prior written consent of the Disclosing Party. The Receiving Party shall protect Confidential Information disclosed under this Agreement with at least the same degree of care it employs to protect its own Confidential Information. Confidential Information may be disclosed only to those employees, agents or consultants of the Receiving Party who reasonably require access to such Confidential Information for the purpose for which it was disclosed and who have contractual or legal obligations to the Receiving Party to maintain the confidentiality of information it receives and which obligations would extend or apply to, by their contractual or legal terms, the Confidential Information.<\/p> \t\t<p>(c) The obligations set forth in subsection (b) above shall not in any way restrict or impair the right of the Receiving Party to disclose or use any Confidential Information:<br> \t\t\t<ul style=\"list-style: none;\"> \t\t\t\t<li>(i) which at the time of disclosure is published or is otherwise in the public domain;<\/li> \t\t\t\t<li>(ii) which after disclosure becomes part of the public domain otherwise than through a breach of this Agreement by the Receiving Party or a breach of another agreement or other duty by a third party;<\/li> \t\t\t\t<li>(iii) which was known to the Receiving Party prior to receipt from the Disclosing Party, provided such prior knowledge can be adequately sustained by documentary evidence antedating the disclosure by the party, or which is independently developed by the Receiving Party without knowledge or use of or reference to Confidential Information of the Disclosing Party;<\/li> \t\t\t\t<li>(iv) which is disclosed to the Receiving Party by a third party (other than employees or agents of either party) which, in making such information available to the Receiving Party, is not in violation of any obligation of confidentiality to the Disclosing Party; or<\/li> \t\t\t\t<li>(v)\twhere such disclosure is compelled by law, provided the Receiving Party provides the Disclosing Party with prompt notice of any efforts to compel disclosure and reasonably co-operates with the Disclosing Party's lawful attempts to prevent disclosure or to obtain a protective order.<\/li> \t\t\t<\/ul> \t\t<\/p> \t\t \t<\/li> \t<li style=\"margin-bottom: 15px;\">7.\t<span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Limitation of Liability.<\/span> Neither party shall be liable to the other for any incidental, consequential, special or punitive damages arising out of this Agreement, whether in an action or arising out of breach of contract, tort or any other cause of action, even if such party has been advised of the possibility of such damages. Notwithstanding anything to the contrary in this agreement, in no event shall Company's liability to Provider, whether in contract, tort, under any warranty or any other theory of liability, exceed the aggregate amount paid by Provider to Company under this Agreement during the one year period preceding the date when such liability arose.<\/li> \t<li style=\"margin-bottom: 15px;\">8.\t<span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Disclaimers.<\/span> Except as expressly provided otherwise in a written agreement between Company and Provider, the App is provided to users \u201cas is\u201d without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose. Without limiting the foregoing, we make no warranty that (i) the App will generate business for Provider; or (ii) the App will be uninterrupted, timely, secure, or error-free. Company reserves the right to shut down the App or discontinue offering the services under the App. In addition, and notwithstanding anything to the contrary in this Agreement, Company reserves the right to remove Provider as a listed restaurant from the App without liability if Company receives complaints relating to the Provider, its food or services (including without limitation complaints relating to preparation time and food quality). The Company shall have the sole power to determine whether a complaint or complaints justify the removal of Provider from the App.<\/li> \t<li style=\"margin-bottom: 15px;\">9.\t<span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Indemnification.<\/span> Provider agrees to indemnify, protect and hold forever harmless Company and its officers, directors, members, and employees from and against any and all claims, costs, or expenses, including attorneys' and experts' fees, arising from any claim or action against Company or Provider resulting from Provider's actions or failure to act in accordance with this Agreement or in accordance with applicable law or applicable industry standards, including, without limitation, liabilities resulting from injury caused by food prepared or supplied by Provider.<\/li> \t<li style=\"margin-bottom: 15px;\">10. <span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Notices.<\/span> Any notice provided pursuant to this Agreement will be in writing and will be sent to the addresses provided in the signature areas of this Agreement. Email notices shall constitute proper notice under this Agreement if sent to the email address provided in the signature areas of this Agreement. Either party may change its address or its designated addressee by giving written notice to the other party in accordance with the terms of this Section.<\/li> \t<li style=\"margin-bottom: 15px;\">11. <span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Assignment.<\/span> Neither party may assign or delegate its rights, duties or obligations under this Agreement without the prior written consent of the other party, which will not be unreasonably withheld, delayed, or conditioned. Notwithstanding the foregoing, either party may assign this Agreement in its entirety or all of its rights and obligations hereunder without the other's prior written approval to a successor-in-interest as a result of a merger or consolidation or in connection with the sale or transfer of all or substantially all of its business or assets to which this Agreement relates. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.<\/li> \t<li style=\"margin-bottom: 15px;\">12. <span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Non-Exclusivity.<\/span> Nothing in this Agreement limits the ability of either party (i) to enter into other agreements with third parties with respect to arrangements similar in nature to or the same as those covered under this Agreement, or (ii) to provide goods or services that compete with the goods or services of the other party.<\/li> \t<li style=\"margin-bottom: 15px;\">13. <span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">No Waiver.<\/span> No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against which such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, and no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof.<\/li> \t<li style=\"margin-bottom: 15px;\">14. <span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Governing Law.<\/span> This Agreement and each party's respective performance hereunder shall be governed by the laws of the State of California, without regard to its conflicts of laws rules. Each party consents to the exclusive jurisdiction of the state and federal courts located in San Diego, California and each party consents to personal jurisdiction in such courts.<\/li> \t<li style=\"margin-bottom: 15px;\">15. <span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Severability.<\/span> If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement will remain in full force and effect.<\/li> \t<li style=\"margin-bottom: 15px;\">16. <span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Entire Agreement.<\/span> This Agreement constitutes the entire agreement of the parties relating to the subject matter hereof and supersedes all prior or contemporaneous communications, understandings and agreements, oral or written, relating to such subject matter.<\/li> \t<li style=\"margin-bottom: 15px;\">17. <span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Modifications.<\/span> This Agreement may be modified only in a writing signed by both parties.<\/li> \t<li style=\"margin-bottom: 15px;\">18. <span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Headings.<\/span> Section headings are for convenience only, and will not be used to interpret this Agreement.<\/li> \t<li style=\"margin-bottom: 15px;\">19. <span style=\"font-weight: bold;font-size: 20px;text-decoration: underline;font-style: italic;\">Counterparts.<\/span> This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one agreement.<\/li> <\/ul> <\/body> <\/html>","agreement_pay_commission":"10.00","agreement_pay_date":"Month","site_tax":"22.00","reward_point_status":"Yes","reward_point":"1","redemption_point":"2000","min_reward_withdrawal":"200","is_sms_enabled":"No","smtp_from_name":"RIVAS","smtp_from":"twilio@rivasmexicangrill.app","smtp_host":"mail.rivasmexicangrill.app","smtp_user":"twilio@rivasmexicangrill.app","smtp_password":"H*W21flfybF%","smtp_port":"465","is_fax_enabled":"No","is_printer_enabled":"No","is_push_enabled":"Yes","is_facebook_enabled":"No","map_api_key":"AIzaSyCE7o979GNiFIAWDAeVR7whe4JeZYmbsLU","android_push_api":"AAAADu9J2fk:APA91bE27E20Q7PK3y-tXxd7aidSglTmtJoZ8j4AX0CWKnxxw7uK45V5Jvc_2J_QYt0LQSVtPF0gxe83MSlDOYblZy6E4pPusDQQ9SxuvORC5GAkXTLvAwquFq5w4_-vajVvO-y0Kg0P","distance_unit":"Mi","developer_email_notification":"Yes","developer_emails":null,"is_delivery_enabled":"No","is_pickup_enabled":"Yes","is_dinein_enabled":"No","is_tablebooking_enabled":"No","site_date_format":"d M, y","site_time_format":"h:m A","app_sidebar_logo":"side_app_logo_20220622055606.png","app_sidebar_bg":"sidebar_bg_20230803012416.png","google_site_key":"6LeL0mggAAAAABzlSHTJCDOmTYap2I6dsKtCIgfP","google_secret_key":"6LeL0mggAAAAAKhpzhcBt9MjeSGpgDeBMp-36rqK","app_ora_bg":"ora_bg_20200922033846.png"},"ANDROID_APP_NAME":"ANDROID_APP_NAME","ANDROID_APP_URL":"ANDROID_APP_URL","IOS_APP_URL":"IOS_APP