a. YOU UNDERSTAND AND AGREE THAT WE WILL BE MAKING DECISIONS ON YOUR BEHALF AS TO WHAT PROMOTIONS TO OFFER OR NOT OFFER YOUR END CONSUMERS ON THIRD PARTY VENDOR DELIVERY PLATFORMS SUCH AS UBER EATS, DOORDASH, GRUBHUB, POSTMATES AND OTHERS. YOU FURTHER UNDERSTAND THAT THERE IS NO GUARANTEE THAT THE PROMOTIONS WILL GENERATE ANY ADDITIONAL REVENUE FOR YOUR RESTAURANT AND MAY LEAD TO LOSS OF REVENUE.

b. We agree to use commercially reasonable efforts to provide the Order Boost Services (defined below) in connection with one or more of the Future Foods’ virtual brands you are operating, as designated by you (collectively, “Restaurants”). In exchange for the fees outlined in this Addendum, we will provide the following services (collectively, the “Order Boost Services”): (i) reviewing available promotions offered by Third Party Vendors; (ii) triggering such promotions; (iii) and any other act reasonably necessary to manage your promotions on Third Party Vendors. Except as otherwise provided to us in writing, you are requesting we provide the Order Boost Services for all your brands.

c. You will be solely responsible for the production and supply of all food, beverages, and/or products (collectively, “Products”) to be sold by your Restaurants. You agree to prepare for sale, and facilitate the sale to the end user of such Products out of your restaurant or kitchen facility, including handling any order changes or cancellations by end users. Each Restaurant shall be associated with one or more online food, beverage, or product ordering platforms operated by each Third Party Vendor.

a. In consideration of the Order Boost Services, you agree to pay us a per order fee of $3 per every promotional order, or as otherwise stated in writing by us (“Fee”). We reserve the right to change the Fee by providing you with at least thirty (30) days prior written notice (email sufficient) prior to the end of each Term. 

b. The Fee will be automatically deducted from your Future Foods payment. You agree that we may use a third party provider to process amounts paid hereunder. For the avoidance of doubt, you are responsible for all refunds, credits, chargebacks, penalty charges, or any retrieval costs (“Refunds”) (including issues with the quality of the Products). 

c. As the seller of the Products, you agree to pay all applicable taxes assessed on the sale of Products to end users (including, but not limited to, all sales, use, VAT or similar taxes against the full retail price of the Product), and, if we ask, you agree to provide us with reasonable evidence that you are collecting and paying such taxes. A party shall be solely responsible for any taxes assessed on its income related to this Addendum. 

We may terminate this Addendum at any time with prior notice to you. You may only terminate this Addendum with prior written notice with at least 1 day prior written notice at the end of each cycle as described in your Order Form You understand that the services of Third Party Vendors are provided by third parties and as such, we have no responsibility for the Third Party Vendors, or the technology or services they provide. You agree that we will not be liable to you or to any third party for any modification, suspensions, or discontinuance of any Third Party Vendors. Notwithstanding anything to the contrary, if you materially breach the Tech Services terms of use and such terms of use are terminated in accordance therein, we may also immediately terminate this Addendum or suspend your access to the Tech Services without any further obligation or liability.

a. You represent and warrant that you (and any third party you contract with to prepare Products for your Restaurants, if applicable): (1) will comply with all Applicable Laws related to Product food safety, including time or temperature controls and Product packaging and merchantability, including ensuring that Products are prepared with a consistent standard of the highest quality and are not adulterated or misbranded, (2) will not violate any obligations to any third party by entering into and performing under this Addendum, and (3) have the right to use, and allow our use of your authorized Third Party Vendor accounts, including the right to appoint us as your agent to access and use your accounts as described in this Addendum. 

b. YOU AGREE THAT WE ARE NOT LIABLE FOR ANY COSTS, EXPENSES, OR LOSSES FROM YOUR INABILITY TO DISTRIBUTE PRODUCTS THROUGH ANY PARTICULAR THIRD PARTY VENDOR. EXCEPT AS EXPRESSLY SET FORTH ABOVE, WE DO NOT MAKE ANY COMMITMENTS OR WARRANTIES ABOUT THE ORDER BOOST SERVICES WE PROVIDE, NOR DO WE GUARANTEE THE ACTUAL OR POTENTIAL SALES, INCOME OR PROFIT OF A RESTAURANT HEREUNDER. WE DO NOT PROVIDE ANY IMPLIED WARRANTIES, SUCH AS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, UNLESS REQUIRED UNDER APPLICABLE LAW.

a. Unless prohibited by Applicable Law, you agree to indemnify and defend (at our option) Company and our affiliates (including their respective officers, directors, employees and agents), and hold them harmless against any claims or legal proceedings (including actions by government authorities), liabilities, damages and costs (including reasonable attorney fees and final settlement amounts) arising out of or relating to: (i) the Products (including any claims relating to product and food safety or taxes owed in connection with the sale of the Products), (ii) of illness, injury, death, or damage as a result of the consumption or use of any Product, (iii) risks against which you are insured or required to be insured against pursuant to this Addendum, or (iv) an allegation that, if true, would constitute your breach of this Addendum.

b. YOU HEREBY RELEASE US AND OUR AFFILIATES FOR ANY LOSSES, CLAIMS (KNOWN OR UNKNOWN), EXPENSES, OR LIABILITY RESULTING FROM YOUR USE OF THE ORDER BOOST SERVICES, INCLUDING LOST RESTAURANT REVENUE. FURTHER, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US AND OUR AFFILIATES HARMLESS FOR ANY LOSSES, COSTS AND EXPENSES OF ANY KIND, INCLUDING REASONABLE ATTORNEYS’ FEES, CLAIM, DEMAND OR ACTION ARISING FROM OR RELATED TO THE ORDER BOOST SERVICES. THIS OBLIGATION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE ADDENDUM.

c. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR SIMILAR DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF THE CAUSE OF ACTION UPON WHICH THEY ARE BASED, INCLUDING CLAIMS FOR LOSS OF GOODWILL OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. THE TOTAL, AGGREGATE LIABILITY OF EACH PARTY IN CONNECTION WITH THIS ADDENDUM WILL NOT EXCEED THE AMOUNTS PAID BY YOU DURING THE FIRST 12 MONTHS OF THIS ADDENDUM. NOTHING IN THIS SECTION WILL APPLY TO EITHER PARTY’S OBLIGATIONS TO INDEMNIFY, DEFEND, OR HOLD HARMLESS IN THIS ADDENDUM. NOTHING IN THIS SECTION WILL LIMIT A PARTY’S LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR UNLAWFUL ACTIVITY.THIS OBLIGATION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE ADDENDUM.

At your sole expense, during the Term, you agree to maintain commercial general liability insurance policy in the amount of at least one million dollars per occurrence and two million dollars in the annual aggregate (which includes products-completed operations, spoilage, and food borne illness coverage). All policies must (i) name or cover Company and its affiliates as an additional insured and (ii) be primary insurance and any insurance carried by Company or its affiliates will be excess insurance only. If we ask, you agree to furnish us with a certificate of insurance in such coverage, such certificate to be in a form reasonably acceptable to us.