Digital Ordering Terms

 Byaccepting these Merchant Digital Ordering Terms of Service (“Digital OrderingTerms” or “Terms”), Merchant acknowledges and agrees that these Termssupplement and, in the event of a conflict, supersede and amend the terms of,the Merchant Agreement between Merchant and Moovs, Inc. ("Moovs,""we," “us” or “our”), located at https://moovsapp.com/merchant-agreement.The Digital Ordering Terms govern the Digital Orderingfeatures, including Online Ordering, as well as the mobile application andassociated website, software, and other products and services provided by Moovsto enable Passengers to make Purchases from Merchant, known as the Moovs CustomerApp (collectively, “Moovs Digital Ordering Channels”). Merchant agrees to bebound by, and to take all necessary measures to ensure its Employees have read,understand, and are bound by, these Digital Ordering Terms when Merchant usesits Moovs Account to access the Moovs Digital Ordering Channels.These Digital Ordering Terms apply to Merchant’sparticipation in any of the Moovs Digital Ordering Channels in addition to theterms and conditions specified in the Merchant Agreement. In the event of aconflict between these Digital Ordering Terms and the Merchant Agreement, theseDigital Ordering Terms will govern. Capitalized terms not defined in theseTerms shall have the meanings set forth in the Merchant Agreement.1. Moovs DigitalOrdering Channels1.1. The Moovs Digital Ordering Channels, including the MoovsCustomer App (“Customer App” or the “App”), Online Ordering, and other similarservices as may be made available by Moovs, provide technology services toMerchant to enable customers (each, a “Passenger”) to place orders and servicesprovided by Merchant (each, a “Purchase”) and facilitates payment to Merchantby the Passenger for those Purchases with a permitted payment method (“PaymentMethod”) through any of the Digital Ordering Channels (each, a “PaymentTransaction”). Moovs facilitates the Purchase process with Merchant andprocesses Passengers’ payments to Merchant, on behalf of and as agent forMerchant.1.2. Purchases and Payment Transactions that a Passengersubmits through any of the Digital Ordering Channels are transactions between Passengerand Merchant, and not with Moovs or any of our affiliates. Moovs is not theseller of any product or service offered by Merchant and is not a party to anyPayment Transaction facilitated through a Digital Ordering Channel. Moovs is athird-party service provider facilitating Payment Transactions for Merchant,and is not acting for or on behalf of a Passenger in a Payment Transaction.2. Merchant’sResponsibilities2.1. Merchant is solely responsible and liable formarketing, selling, pricing, packaging and provision of any products orservices offered to Passengers through the Digital Ordering Channels, all incompliance with Applicable Law and Rules. Merchant acknowledges and agrees thatMoovs is not in any way responsible for, and makes no representation orwarranty regarding, whether Merchant holds any required or applicable permit,license, registration or other credential for its business, whetherrepresentations by Merchant to a Passenger or any third party are true oraccurate, or whether Merchant complies with Applicable Law and Rules, and Moovsis not responsible for any of the foregoing or the quality of the products orservices provided by Merchant to a Passenger or any other third party.2.2. AlcoholicBeverage Product Purchases. If Merchant holds an alcoholic beverage licenseand sells alcoholic beverage products, the Merchant may be required to approveeach Purchase before the Purchase will be finalized, and only upon acceptanceof the Purchase by the licensee will a Passenger’s Payment Method be charged.The portion of the funds charged to a Passenger’s Payment Method which pertainsto Passenger’s alcoholic beverage product purchase may be held in an accountfor the benefit of the alcoholic beverage supplier in compliance withApplicable Law and Rules. Moovs acts as a third-party technology provider toand facilitates payment processing on behalf of the Merchant, and has noresponsibility or liability to a Passenger or any other person for anyalcoholic beverage products a Passenger may purchase from a Merchant or for anyMerchant’s compliance with Applicable Law and Rules, including withoutlimitation, local regulations regarding the sale of alcohol. Merchant isresponsible for (i) not enabling procurement of alcoholic beverage products byor for persons under twenty-one (21) years of age in the United States, orunder nineteen (19) years of age in British Columbia or Ontario, Canada; (ii)ensuring the Passenger provides bona fide government issued photoidentification evidencing he/she is twenty-one (21) years of age or older inthe United States, or nineteen (19) years of age in British Columbia orOntario, Canada as a prerequisite to receiving the Purchase; and (iii) ensuringthat the Passenger is purchasing alcoholic beverage products for his/herpersonal consumption and not for any commercial purpose or resale or for anyperson under twenty-one (21) years of age in the United States or undernineteen (19) years of age in British Columbia or Ontario, Canada.3. Implementation of theMoovs Digital Ordering ChannelsMerchant must have a Moovs Account to use the Moovs DigitalOrdering Channels. Moovs, in its sole discretion, may retain control of theability to add any of the Moovs Digital Ordering Channels to a Merchant’s MoovsAccount or to cause Merchant’s business to appear on the Customer App. To belisted on the Customer App, Merchant must provide Moovs with certain minimumrequired information via the Moovs Platform, including without limitation itshours of operation and menu items and pricing. Merchant must provide accurateand complete information in response to any questions on the Moovs Platform andkeep such information current at all times, and Moovs disclaims any liabilityor responsibility in connection with any information provided by Merchant thatis inaccurate, incomplete, or outdated. Moovs reserves the right to suspend orterminate the access of any Merchant who provides inaccurate, untrue, orincomplete information to any or all of the Digital Ordering Channels. WhileMerchant may change most of the information Merchant provides, Moovs maintainscontrol over certain standard labeling and design elements of the Moovs DigitalOrdering Channels, including but not limited to the Customer App user interfacefor all listings on the App, which can only be changed or modified by Moovs atthe request of Merchant.4. Payment Processing4.1. Moovs makes available the Moovs Digital OrderingChannels, and processes Payment Transactions for Purchases on behalf ofMerchant as the agent of the Merchant through the payment networks.4.2. Merchant designates Moovs as its agent for the soleand limited purpose of receiving and processing Purchases and PaymentTransactions made by Passengers for products and services provided by Merchantthrough the Moovs Digital Ordering Channels. When a Passenger pays for aPurchase placed through a Digital Ordering Channel, Moovs will submit thecharge to the Passenger’s Payment Method, as the agent of Merchant, in theamount of the Purchase (including any gratuities, fees and taxes) as well asany credits in connection with Chargebacks, refunds or adjustments. Moovs, asthe agent of Merchant, will assist Merchant in submitting the PaymentTransaction to the payment network and processing the Payment Transaction.Receipt of payment by Moovs (including authorization of the PaymentTransaction) from the issuer of the Passenger’s Payment Method shall constitutepayment to Merchant for the Purchase, and the Passenger’s payment obligation toMerchant shall be deemed completed at that time and Merchant shall have nofurther claims against the Passenger with respect to such payment (except inthe case of a later Chargeback).4.3. Merchant acknowledges and agrees that Moovs may, inits sole discretion, establish limitations concerning use of the Moovs DigitalOrdering Channels by Merchant or a Passenger, including without limitationindividual or aggregate transaction limits on the dollar amount or number ofPayment Transactions a Passenger may make or Merchant may receive withincertain time periods. Moovs may decline to process any Payment Transactionwithout any notice to Merchant or Passenger. Moovs may delay processing of orhold or cancel processing of any Payment Transaction upon Merchant’s directionor if Moovs believes, in its sole discretion, that the transaction is invalid,suspicious, involves misconduct or fraud, or otherwise violates Applicable Lawand Rules, these Digital Ordering Terms or any applicable Moovs policies.4.4. By participating in the Moovs Digital OrderingChannels, Merchant agrees that: Moovs is not responsible for and does not control any aspect of the     products or services sold by Merchant or the description of the products     or services offered through the Digital Ordering Channels. Moovs will not be responsible for and does not control if a Passenger     will complete a purchase or payment for products or services to Merchant     through any Digital Ordering Channel. When a Passenger seeks to make a     purchase with a Payment Method through a Digital Ordering Channel, Moovs     will receive and process the Payment Transaction as the agent of the     Merchant through the appropriate payment network, including the credit     card or debit card networks. Merchant will only use the Digital Ordering Channels for its own     business purposes and not for personal purposes or the purposes of any     other user or merchant. Merchant will not use the Digital Ordering Channels in any way that     violates Applicable Law or Rules, these Terms, the Merchant Agreement of     which these Terms are expressly incorporated and made a part, or other     agreements, policies or rules that are applicable to Merchant or the     Digital Ordering Channels. Merchant may only use the Digital Ordering Channels to receive     Purchases for and payments for a legitimate, bona fide product or service     that is purchased from Merchant. The Digital Ordering Channels may not be     used to transfer money or process a Payment Transaction that is unrelated     to a purchase of a product or service from Merchant.5. PrivacyTheprivacy and security of personal information is important to Moovs. Moovs’s Privacy Statement describes whatinformation Moovs collects about individuals and how Moovs may use personalinformation. Moovs encourages Merchant and Merchant’s Employees to readthe Privacy Statement carefully,as it forms a binding part of these Moovs Digital Ordering Terms and containsimportant information about individuals’ rights.6. Purchase Changes,Cancellations, Refunds and Customer Service6.1. Merchant is responsible for setting its owncancellation and refund policies for products and services sold through theDigital Ordering Channels. Once a Purchase has been submitted through a DigitalOrdering Channel, Merchant acknowledges and agrees that a Passenger mustcontact Merchant directly to inquire if Passenger can make a change to orcancel such Purchase or whether Passenger may receive a refund for suchPurchase.6.2. Passengers will be directed to contact Merchant withquestions or for customer service regarding a Purchase or the product orservice provided by Merchant.6.3.Merchant’s contact information for customer service will be made available by Moovsthrough the Digital Ordering Channels, including the Customer App. It is theMerchant’s responsibility to keep its customer service contact informationregistered with Moovs accurate and up-to-date. Merchant may change its contactinformation by contacting Moovs’s Customer Care team. Merchant is responsiblefor Merchant-specific customer service issues except to the extent that Moovsexpressly takes responsibility for any support issues in the MerchantAgreement, Privacy Statement, Passenger Terms of Service, or other Moovspolicies or terms.7. ElectronicCommunications7.1. Moovs may be required to provide Merchant with certaindisclosures, notices and communications (collectively, “Communications”) inwritten form. Merchant agrees to receive all Communications regarding its useof any of the Services, including without limitation through the DigitalOrdering Channels, electronically instead of in paper form, including bysending electronic mail to the e-mail address Merchant registered with Moovs,or by posting a notice or communicating with Merchant through the Customer App.Communications include these Digital Ordering Terms or other agreements orpolicies to which Merchant must agree in order to use the Services, includingupdates to those agreements and policies; payment authorizations andtransaction confirmations; customer service matters; and any othercommunications related to Merchant’s use of the Services.7.2. Communications in electronic format will be consideredto be in “writing” and are considered received by Merchant upon posting thoughour website, or the Moovs Platform, or a Moovs App, or sending to Merchant viaelectronic mail, regardless of whether Merchant has accessed thatCommunication.7.3. In order to access and retain electronicCommunications, Merchant will need to have a computer or mobile device withInternet connectivity, software capable of opening PDF documents, access to thevalid email address that Merchant used to register with Moovs, a current webbrowser that includes 128-bit encryption with cookies enabled, and sufficientstorage space to save communications electronically or to print them. Merchantshould print or electronically save a copy of any electronic Communication andretain it for Merchant’s records.7.4. Merchant’s consent to electronic Communications isvalid until Merchant revokes it. However, consent to electronic Communicationsis a condition of the Services, and if Merchant revokes its consent, Merchantwill no longer be permitted to use the Services. Merchant agrees it isresponsible for keeping its e-mail address registered with Moovs accurate andup to date.7.5. Merchant acknowledges and agrees that by itsrepresentative clicking on the “I Agree”, the “Submit” or similar button on theMoovs website or the Moovs Platform or a Moovs App and associated with theseDigital Ordering Terms or with any other electronic document authorizing Moovsto provide the Services to Merchant, Merchant is indicating its intent to signthese Digital Ordering Terms and any other document. Merchant also agrees thatits representative clicking on these buttons on the Moovs website or the MoovsPlatform or in a Moovs App shall constitute Merchant’s electronic signature byan authorized representative of Merchant to these Digital Ordering Terms orother such document displayed with the buttons and relating to the Services.Merchant further agrees that its representative’s electronic signature on theseTerms and other such documents has the same legal effect under state andfederal law as if an authorized representative of Merchant signed the documentsin ink on paper.8. PromotionsMoovs may, in Moovs’s sole discretion, run promotions thatmay make available marketing and advertising opportunities, including offeringdiscounts to Passengers on purchases at Merchant restaurants, subject to anyterms that Moovs establishes on a per-promotion basis (collectively,“Promotions”). In the event that such Promotions include promotionaldiscount(s), Merchant acknowledges and agrees that any money that Moovs owes toMerchant pursuant to any Promotion will be credited to Merchant’s MoovsMerchant Account on the statement for the month following the Promotion. In theevent that Moovs enables Merchants to facilitate their own promotions, anyrelated features will appear in the Moovs discount tool(s) that Merchant mayuse for Digital Ordering Channels. Merchant agrees to comply with and honor theterms of any Promotions sponsored by Moovs, including the start and end times.9. Modification ofDigital Ordering TermsMoovsreserves the right to modify any portion of these Digital Ordering Terms at anytime in its sole discretion by notifying Merchant of any changes by electronicmail, posting of the updated Terms on its website or on the Customer App, ordelivering an alert within the Moovs Platform. The changes will becomeeffective, and shall be deemed accepted by Merchant, upon the effective datestated or initial posting/delivery date (if none is stated) and shall beeffective on a going-forward basis. If Merchant does not agree to these DigitalOrdering Terms or any updated version of these Terms, its sole and exclusiveremedy is to terminate Merchant’s use of the Moovs Digital Ordering Channels.