Meal Deals Merchant Terms & Conditions

Effective March 26, 2024.

These Merchant Terms and Conditions (the "Terms and Conditions") govern and are incorporated into the Meal Deals Merchant Agreement between Meal Deals and Merchant (collectively, the "Agreement"). Meal Deals, subject to the provisions of this paragraph, may amend the Terms and Conditions in its sole discretion and at any time. The most recent version of the Terms and Conditions (as may be amended by Meal Deals from time to time) will be available on Meal Deals' Restaurant Dashboard. The Merchant agrees that these notification methods constitute adequate notice to inform Merchant of any amendments to the Agreement and Merchant further agrees to be bound by any such amendments to the Agreement upon such notification.

Definitions

"MERCHANT OFFERING" means the goods and/or services to be provided by the Merchant, stated on the Voucher as presented on Meal Deals. Values determined by Merchant.

"FULL OFFER VALUE" means the Amount Paid plus the Promotional Value.

"AMOUNT PAID" means the amount a purchaser pays for each Voucher.

"PROMOTIONAL VALUE" means the Full Offer Value less the Amount Paid.

"PROMOTIONAL VALUE EXPIRATION DATE" means the date stated on the Voucher when the Promotional Value expires.

"FINE PRINT" means the conditions and restrictions concerning Voucher redemption and the Merchant Offering stated on the Website and Voucher.

Voucher Program

Meal Deals is authorized to promote Vouchers on https://MealDeals.app on Merchants behalf subject to the terms of this Agreement. The Voucher will evidence the Merchant Offering. To redeem the Voucher, the user will present the Merchant the Voucher in electronic form. The Merchant is the issuer of the Vouchers and seller of the Merchant Offering. The Merchant holds the final binding rights on the redemption and acceptance of the Voucher.

Meal Deals is authorized to promote Voucher's on Merchants behalf through any platform, including its feature deal-of-the-day, affiliates, business partner network, marketplace, or referral network. The Vouchers may be offered to all or part of the Meal Deals' subscriber base or its affiliate subscriber base or referral network and segmented by various variables including gender, age, location, and consumer preferences. The features may be offered through a variety of distribution channels, including, the Internet, the Website, affiliate websites, business partner network, email, mobile applications, other types of electronic offerings and other platforms or distribution channels owned, controlled, or operated by Meal Deals, its affiliates or business partners.

For appointment based Merchant Offerings, Meal Deals may require that Merchants provide Meal Deals with a calendar of available appointment times and allow Meal Deals users to schedule appointments with the Merchant through any third party service the Merchant may use

The Merchant shall honor the Vouchers for the Merchant Offering through the Promotional Value Expiration Date.

The Merchant agrees that in providing the Merchant Offering, the Merchant will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the Voucher, including the Fine Print. Unless disclosed in the Fine Print, the Merchant further agrees not to impose different terms or conditions on the Merchant Offering, than what is imposed on its non-Meal Deals customers.

The Merchant agrees that so long as an appointment or reservation is made to redeem a Voucher, or the User has made an attempt to make an appointment, before the Voucher's Promotional Value Expiration Date, the Voucher will be honored for the Full Offer Value without restriction, even though the services may be provided after the Promotional Value Expiration Date.

The Merchant is responsible for all customer service in connection with the Merchant Offering and for supplying all goods and services stated in the Merchant Offering. The Merchant is also responsible for any customer loyalty programs associated with the Merchant Offering.

Meal Deals reserves the continuing right to reject, revise, or discontinue any Merchant Offering, at any time and for any reason in Meal Deals's sole discretion, and to terminate the Merchant Offering and to remove all references to the Merchant Offering and Voucher from the Website; and redirect or delete any URL used in connection with the Merchant Offering. Meal Deals may audit Merchants response times using various methods, including but not limited to, phone-calls, drop-ins and random restaurant visits. If Meal Deals, in its sole discretion, determines Merchant response times or the quality of service provided to purchasers is unsatisfactory, Meal Deals may terminate the Agreement. If Meal Deals terminates Merchant any agreement due to unsatisfactory Merchant conduct, NO refund will be provided for any fees or monies paid to promote, sell, or advertise on Meal Deals.

Payment

Amounts paid to Meal Deals by the Merchant are compensation to Meal Deals for marketing, promoting, and advertising the Merchant Offering and distributing the Vouchers on behalf of the Merchant.

The Merchant's Meal Deals membership renews every year on the anniversary of the initial signup. If the Merchant is offered any discounts, those percentage discounts will continue to apply for future renewals.

Early termination or cancellation of Meal Deals by the Merchant will void all discounts. No partial refunds will be issued and the Merchant will have access to the Meal Deals Restaurant Dashboard until the end of their billing period. This assumes that the Merchant account is in good standing.

Term and Termination

This Agreement will continue in effect until terminated by either party in accordance with this Section ("Term"). Meal Deals is authorized to terminate this Agreement, at any time for any reason, upon written notice to the Merchant. The Merchant is authorized to terminate this Agreement with fifteen (15) business days prior written notice to Meal Deals. In the event of an early cancellation or termination, NO REFUNDS will be issued.

The Merchant agrees to comply with the Voucher terms and conditions as stated on the Website, including but not limited to the "Terms of Use" of the Website, and to ensure that the Vouchers comply with all laws that govern vouchers and coupons.

Marketing

Meal Deals and its business partners may communicate with the Merchant with regard to products, promotions, and other services that may be of interest to the Merchant. This may include email or other communications. Meal Deals may also solicit the Merchant's opinion for market research purposes.

Intellectual Property Rights

The Merchant grants to Meal Deals a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (a) The Merchant's name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved to use by the Merchant (collectively, " the Merchant IP "); and (b) any third party's name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by the Merchant (collectively, " Third Party IP "), in each case in connection with the promotion, sale/resale (as may be applicable) or distribution of the Merchant Offering in all media or formats now known or hereinafter developed (" License "). Any use of the Merchant IP or Third Party IP as contemplated in this Agreement is within Meal Deals's sole discretion.

The Merchant acknowledges and agrees that, as between the parties, Meal Deals owns all interest in and to the Website, Customer Data, Meal Deals trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by Meal Deals or at Meal Deals' direction, or assigned to Meal Deals, and any materials, software, technology or tools used or provided by Meal Deals to promote, sell/resell (as may be applicable) or distribute the Merchant Offering and conduct its business in connection therewith (collectively "Meal Deals IP").

The Merchant shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the Meal Deals IP or any portion thereof, or use such Meal Deals IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution, except that Meal Deals grants the Merchant a limited, non-exclusive, revocable, non-transferable, non-sub licensable license during the Term.

The Merchant shall not use or display any Meal Deals IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between Merchant or a third party and Meal Deals. All rights to the Meal Deals IP not expressly granted in this Agreement are reserved by Meal Deals.

If the Merchant provides Meal Deals or any of its affiliates with feedback, suggestions, reviews, modifications, data, images, text, or other information or content about a Meal Deals product or service or otherwise in connection with this Agreement, any Meal Deals IP, or Merchant's participation in the Merchant Offering or Voucher, (collectively, “ Feedback ”), the Merchant irrevocably assigns to Meal Deals all rights, title, and interest in and to the Feedback. In the event your assignment to Meal Deals is invalid for any reason, you hereby irrevocably grant Meal Deals and its affiliates a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (i) use, reproduce, perform, display, and distribute Feedback; (ii) adapt, modify, re-format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person or entity. The Merchant warrants that: (A) The Feedback is the Merchant's original work, or the Merchant obtained the Feedback in a lawful manner; and (B) Meal Deals and its sublicensees' exercise of rights under the license above will not violate any person's or entity's rights, including any copyright rights. The Merchant agrees to provide Meal Deals such assistance as Meal Deals might require to document, perfect, or maintain Meal Deals's rights in and to the Feedback.

Representations and Warranties

The Merchant represents and warrants that: (a) the Merchant has the right, power and authority to enter into this Agreement; (b) the Merchant, if required by applicable law, is registered for sales and use tax collection purposes in all jurisdictions where the Merchant's goods and services will be provided; (c) the Voucher, upon being delivered by Meal Deals, will be available immediately for redemption and the Merchant will have sufficient goods and/or services available for redemption through the Promotional Value Expiration Date. The Merchant is allowed to adjust the Promotional Value Expiration Date as they deem best; (d) the terms and conditions of the Voucher, including any discounts or goods and services offered thereunder do not and will not violate any, local, state, provincial, territorial or federal law, statute, rule, regulation, or order, including but not limited to, any law or regulation governing the use, sale, and distribution of alcohol and any laws governing vouchers, gift cards, coupons, and gift certificates; (e) the Merchant's redemption of the Voucher will result in the bona fide provision of goods and/or services by the Merchant to the User; (f) Merchant owns all interest in and to the Merchant IP and has licensing rights in (with the right to sublicense to Meal Deals) the Third Party IP, and has the right to grant the License stated in this Agreement; (g) the Merchant IP and the Third Party IP, the Merchant Offering, Meal Deals' use and promotion thereof, and the results of such Merchant Offerings, will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity; (h) the Merchant IP and Third Party IP does not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any law; (i) the Vouchers and any advertising or promotion of Merchant's goods and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable law; (j) Merchant and its employees, contractors and agents have had the proper education and training and hold all required and up-to-date regulatory authorization, licenses and certifications relating to any Merchant Offering to provide the goods or services described in this Agreement

Indemnification

To the extent allowed under applicable law, the Merchant agrees to defend, indemnify and hold Meal Deals, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorneys' fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by the Merchant of this Agreement, or the representations and warranties made in this Agreement; (b) any claim for state sales, use, or similar tax obligations of the Merchant arising from the sale and redemption of a Voucher; (c) any claim arising out of a violation of any law or regulation by the Merchant or governing Merchant's goods and/or services; (d) any claim arising out of Merchant's violation of law or regulation governing the use, sale, and distribution of alcohol; (e) any claim by a purchaser or anyone else arising out of or relating to the goods and services provided by Merchant and/or pick up of the goods and services at the Redemption Site, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages; and (f) any claim arising out of the Merchant's negligence, fraud or willful misconduct.

Meal Deals maintains the right to control its own defense and to choose and appoint its own defense counsel, regardless of the presence or absence of a conflict of interest between Meal Deals and the Merchant. The Merchant's duty to defend and indemnify Meal Deals includes the duty to pay Meal Deals' reasonable attorneys' fees and costs, including any expert fees.

Confidentiality

The terms for the Merchant Offering described in this Agreement are confidential, and the Merchant agrees not to disclose the terms described in this Agreement to any party (other than to its employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis or as required by applicable public records and other law, if the Merchant has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such parties). In the event of a breach, Meal Deals is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law (including monetary damages if appropriate).

Limitation of Liability

EXCEPT FOR THE MERCHANT'S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT IS EITHER PARTY LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST BUSINESS, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. MEAL DEALS' IS NOT LIABILE TO THE MERCHANT FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY ERRORS, OMISSIONS OR MISPLACEMENTS OF ANY VOUCHER. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.

Dispute Resolution/Arbitration Agreement

(a) Binding Arbitration . Except as specifically stated herein, any dispute or claim between the Merchant and Meal Deals and/or its subsidiaries, affiliates, and/or any of their respective members, officers, directors, and employees (all such entities collectively referred to herein as the “Meal Deals Entities”) arising out of, relating in any way to, or in connection with the Terms of Use, the Site or the Merchant's use of the Site, their Personal Information, or any Products or Merchant Offerings (“Dispute(s)”) shall be resolved exclusively by final, binding arbitration. By virtue of this Dispute Agreement (defined below), the Merchant and Meal Deals are each giving up the right to go to court and have a Dispute heard by a judge or jury. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award, if appropriate

To begin an arbitration proceeding, you must submit a Notice to Request to Arbitrate by utilizing the forms available on ADRIC site (ADRIC.ca), and simultaneously sending a copy of the completed form to the following address:

ADR Institute of Canada, Inc. 705-130 Albert Street, Ottawa, ON K1P 5G4.

Class Action Waiver

WE EACH AGREE THAT WE SHALL BRING ANY DISPUTE AGAINST THE OTHER IN OUR RESPECTIVE INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. IN ADDITION, WE EACH AGREE THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.

Choice of Law/No Jury Trial

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario. The Merchant and Meal Deals hereby irrevocably adhere to the jurisdiction of the courts of the Province of Ontario.

If for any reason a Dispute proceeds in court: (i) the Merchant and Meal Deals agree that any such Dispute may only be instituted in a provincial court in Ontario; (ii) the Merchant and Meal Deals irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; (iii) the Merchant and Meal Deals agree any dispute or claim between the Merchant and Meal Deals shall be resolved exclusively by final, binding arbitration,and (iv) the Merchant and Meal Deals are each giving up the right to go to court and have a Dispute heard by a judge or jury and waive any right to a trial by jury.

Injunctive Relief/Attorneys' Fees

In the event Meal Deals is the prevailing party in any Dispute, the Merchant shall pay to Meal Deals all reasonable attorneys' fees and costs incurred by Meal Deals in connection with any Dispute.

Other

The parties are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party's prior written approval, to bind or commit the other in any way.

This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.

The Merchant is not authorized to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without Meal Deals's prior written consent. Any waiver must be in writing and signed by an authorized signatory of Meal Deals.

Meal Deals is authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to the Merchant.

If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS NOR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. MEAL DEALS DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE VOUCHERS ARE ERROR-FREE, OR THAT ANY MERCHANT OFFERING WILL RESULT IN ANY REVENUE OR PROFIT FOR MERCHANT.

Password Security

You must safeguard your password for, and supervise the use of, Meal Deals' self-serve platform and tools, including, without limitation, the Restaurant Dashboard, and all information concerning purchases of the Merchant Offering (together your “Account”). You are solely responsible for maintaining the security of your Account and maintaining settings that reflect your preferences. We will assume that anyone using your Account is you or is authorized by you to do so. You agree that you are solely responsible and liable for any activity that occurs under your Account.