These Future Foods LLC. Referral Terms and Conditions (“Terms”) are in addition to the Future Foods LLC. Website Terms and Conditions and any other Future Foods LLC. terms (together “Future Foods LLC. Terms”) that you (“You” or “Referrer”) and Restaurant Technology Solutions, LLC (“Future Foods LLC.” orCompany”) agreed to when using the suite of Future Foods LLC. platform services (“Services”). To the extent the Future Foods LLC. Terms are inconsistent with these terms, these terms will control with respect to the Referral Program only.
a.Through the Future Foods LLC. Customer Referral Program (the “Referral Program”), you may invite friends to sign up for Future Foods LLC. Services by sending them an invitation and providing us information about their business such as the business name and number of business locations (each, an “Invitee”). Please send invites only to individuals and businesses you know personally who will be glad to get them. Future Foods LLC. will send one invite email on your behalf to each friend you invite via the Referral Program through our portal located a https://futurefoods.io/referral/. Only referrals sent through the portal shall be eligible for the Referral Program. The Future Foods LLC. may, in its discretion, meet or negotiate independently with an Invitee after an introduction. The Company will have sole discretion to enter into or not enter into an arrangement with a potential Invitee. All referrals submitted through the Referral Program shall only be active for a period of 30 days.
A. During the Term, Future Foods LLC. shall pay you a $150 credit added to your automated weekly payouts (“Referral Commission”). A “Closed Referral” means an Invitee, that meets the following conditions (as reasonably determined by Future Foods LLC.): (i) is not already a current or past customer of Future Foods LLC. or an affiliate of any customer of Future Foods LLC., (ii) enters into a definitive agreement for paid Services within 30 days of the referral, and (iii) remains in good standing for at least 90 consecutive days, (iii) located in the US or Canada, (iv) was not in active discussions with the Invitee (as determined by Future Foods LLC.’s records (e.g. Salesforce platform)), or any of its affiliates, prior to your introduction.
B. Company shall pay Referrer the Referral Commission within 30 days of a Closed Referral. The compensation outlined above shall be considered complete consideration for all Potential Licensees made during the Term. Referrer shall be responsible for any and all income and other taxes applicable to it in connection with its receipt of Referral Commission and. The Company will not be responsible for any expenses of the Referrer in the course of the performance of its obligations.
C. Please note that not all invitations will be considered valid. For example, your Invitee(s) may receive multiple invitations because we have members who provide us with duplicative information for invitations, and we can't promise your Invitee(s) will respond to the invitation based on the information we receive from you. Also, your Invitee(s) may decide independently to open an account directly on our website, or they might already have a Future Foods LLC. account when they receive the invitation. We might also change or terminate the Referral Program in the future for existing and/or new users. We reserve the right, in our sole discretion, to determine that incentives are not warranted, and/or to change the terms of the Referral Program with or without notice to you.
The term (the “Initial Term”) of this Agreement shall commence on the Effective Date and shall continue until terminated by either party in accordance with this Agreement (“Term”). This Agreement may be terminated by either party for any or no reason with written notice. The following provisions shall survive the Termination Date: Sections 4 (for the period outlined therein), 5 and 6 and any introductions made prior to termination may still earn a Referral Commission.
Definition. A party may need to share certain non-public business or technical information relating to the party’s business that the party designates as “confidential” or “proprietary” at the time of disclosure or due to its nature or under the circumstances of its disclosure the party receiving such information knows or has reason to know should be treated as confidential or proprietary (“Confidential Information”). Company’s Confidential Information shall include the fact Referrer is providing potential leads to Company, along with all information regarding Company’s business model and expansion plans. Confidential Information does not include information that: (1) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (2) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (3) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; (4) the receiving party rightfully obtains from a third party without restriction on use or disclosure; or (5) is disclosed with the prior written approval of the other party.Use and Disclosure Restrictions. Each party will not use the other party’s Confidential Information except as necessary for the performance of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a need to know such Confidential Information for the performance of this Agreement, provided that each such employee and subcontractor is bound by a written agreement that contains use and nondisclosure restrictions consistent with the terms set forth in this Section. Each party will employ all reasonable steps to protect such Confidential Information from unauthorized use or disclosure, including, but not limited to, all steps that it takes to protect its own information that it considers proprietary and trade secret.Exclusions. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (1) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; (2) to its legal or financial advisers; and (3) as required under applicable securities regulations. This Section 4 shall survive termination for an additional 5 years thereafter (except for trade secrets which shall be protected until they are no longer trade secrets as defined by applicable law).
5.1 Content. Unless otherwise noted on the Website, all Content available through the Website or Content, including all text, audio, video, photographs, illustrations, graphics, testimonials, and other media, is owned or licensed by Future Foods LLC. other third party providers. All Content is provided for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for Your use of any Content. Future Foods LLC. has not verified the accuracy of, and will not be responsible for any errors or omissions in any Content. Future Foods LLC. makes no guarantees regarding the accuracy, currency, suitability, or quality of any Content. Except as set forth in this Terms of Service, You are granted no licenses or other rights in or to any Content, or any IPR therein or related thereto. If You would like to use any Content in a manner not permitted by this Terms of Service, please contact Future Foods LLC. at support@tryFuture Foods LLC..com.
5.2 To Third-Party Services. The Website may provide You with the choice to access certain Services developed, provided, or maintained by other third-party service providers ("Third Party Services"). In addition to the terms of these Terms of Service, Your access to and use of any Third Party Services is also subject to any other agreement You may agree to before being given access to the Third Party Services (each, a "Third Party Service Agreement"). The terms of any Third Party Service Agreement (which may include payment of fees) will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of these Terms of Service, but will not apply to any other Services You may access through the Website. Except as set forth in these Terms of Service, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of these Terms of Service and that Third Party Service Agreement.
Each of Referrer and Company represents and warrants that: (i) it has the right to enter into this Agreement and the right to grant the rights and licenses granted herein; (ii) it is not a party to any agreement, contract, or understanding that would prevent, limit or hinder its performance of this Agreement, and (iii) it has a personal or business relationship with the in Invitee and the Invitee hereby consents to its referral to Company. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY AND AFFILIATES SHALL NOT BE LIABLE TO REFERRER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE 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. NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THE AGREEMENT, OUR TOTAL AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS $150. NOTHING IN THIS SECTION SHALL LIMIT A PARTY’S LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR UNLAWFUL ACTIVITY.
Notice. All notices under this Agreement will be given in writing or by written telecommunications via overnight mail, facsimile, or electronic mail to the addresses set forth in the introductory paragraph of this Agreement, or such other address as either party may substitute by notice hereunder and all such notices given in accordance hereunder will be deemed as given as of the date of sending.Partial Invalidity. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination will not affect the validity or enforceability of any other part or provision of this Agreement.Waiver. The waiver by any party of any breach of any provision of the Agreement by any other party will not be construed to be a waiver of that party’s rights regarding any succeeding breach of any such provision or a waiver of the provision itself.Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to this subject matter and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications among the parties. This Agreement may not be released, discharged or modified except by an instrument in writing signed by the parties.Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to any applicable conflicts of laws, except to the extent that certain matters may be governed by federal law by reason of preemption. Any disputes under this Agreement may be brought in the state and federal courts located in Los Angeles, California, and the parties hereby consent to the personal jurisdiction and exclusive venue of these courts. Relationship of Parties. Nothing contained in this Agreement will be deemed or construed as creating a joint venture or partnership between Company and Referrer. Neither party, by virtue of this Agreement, is authorized as an agent, employee or legal representative of the other. Except as specifically set forth herein, neither party will have the power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent contractors.Assignment; Effect of Change in Control. Neither party may assign its rights or obligations under this Agreement (whether by merger, consolidation, sale of assets, sale of stock or otherwise) without the other parties’ written consent.
BY ENTERING INTO THE AGREEMENT, EACH PARTY IS REQUIRED TO USE ARBITRATION TO RESOLVE CLAIMS OR DISPUTES ON AN INDIVIDUAL BASIS, AS FURTHER SET FORTH IN THIS SECTION. Except for claims or disputes related to a party’s intellectual property, each party agrees that any claim or dispute arising out of or relating to this Agreement, or any breach thereof, shall be settled by binding arbitration before a single arbitrator, and not in a court of law. The arbitration will be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. A party who desires to initiate arbitration must provide the other party with a written demand for arbitration as specified in such rules. Unless the parties agree in writing otherwise, the arbitration will be conducted in the city of Los Angeles, California. The award and decision of the arbitrator will be conclusive and binding upon all parties, and judgment upon the award may be entered in any court of competent jurisdiction. The arbitrator will have the right to include in the award any relief which he or she deems proper in the circumstances, only to the extent permitted by the Agreement and applicable law, provided that the arbitrator will not have the authority to award exemplary or punitive damages. The arbitrator shall award the prevailing party its reasonable attorneys’ fees and expenses. Each party hereby agrees that arbitration will be conducted on an individual, not a class-wide, basis and that any arbitration proceeding between you and Future Foods LLC. will not be consolidated with any other arbitration proceeding involving Future Foods LLC. or any other person or entity. This Section 7 is the full and complete agreement relating to the formal resolution of disputes arising out of or related to this Agreement and/or arising out of or related to the Referral Program or any related actions you may conduct. In the event any portion of this Arbitration section is deemed unenforceable or invalid, the unenforceable or invalid provision or provisions will be restricted or severed from this Arbitration section, in order to preserve as much of the parties’ Arbitration section as possible.