This Master Services Agreement (including all exhibits, attachments and appendices, the “Agreement”),

dated this ____ day of __________________ (the “Effective Date”), is made by and between RushMyFood Technologies, LLC, a Rhode Island limited liability company with a principal place of business of 27 Congress St., Salem, MA 01970 (“RUSHMYFOOD” or “Provider”) and

____________________________________________________________________________

with a principal place of business of __________________________________________

____________________________________________________________ (“RESTAURANT”).

RUSHMYFOOD and RESTAURANT referred to herein individually as a “Party”; collectively, as the “Parties”.

RECITALS:

WHEREAS, RESTAURANT is in the business of providing victuals and comestibles, hereinafter referred to as (“PRODUCT”) to individuals or entities hereinafter referred to collectively as (“CUSTOMER(s)”) who may not be located at RESTAURANT’s principal place of business;

WHEREAS, RUSHMYFOOD is an online portal that will allow the online booking of independent RUSHMYFOOD contractors and/or other third party curriers (“DRIVER(s)”) to provide delivery services to RESTAURANT as set forth herein (the “Services”);

WHEREAS, the Parties to the Agreement intend to outline the terms and conditions relating to the provision of the Services by RUSHMYFOOD to RESTAURANT; and

WHEREAS, RUSHMYFOOD agrees to provide, and RESTAURANT agrees to accept, such Services based on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. RUSHMYFOOD Services.
1.1 Engagement; Scope of Services. RUSHMYFOOD hereby agrees to provide RESTAURANT with access to RUSHMYFOOD’s online portal by which RESTAURANT may schedule DRIVERS to pick up PRODUCT from RESTAURANT and deliver to RESTAURANT’s CUSTOMER(s) on an ad hoc basis. Additionally, RESTAURANT customer’s may place orders via the RUSHMYFOOD website or app. RESTAURANT may call a driver via the online portal provided for credit card orders at their discretion. Deliveries by RUSHMYFOOD may be delivered either by drivers associated with RUSHMYFOOD directly or a third party such as Doordash or UberEats. Additionally, RushMyFood can take third party online orders, such as, Grubhub and have those orders entered into our system for delivery the same way for a discounted fee.

1.2 Availability of Services. Generally speaking, RUSHMYFOOD services will be available during normal victualer operating hours, however from time to time during the Term (as defined hereafter), an increase in demand for Services from parties other than RESTAURANT or a reduction in available DRIVER(s) may make Services delayed or unavailable. RESTAURANT agrees and understands that these instances are normal and not under the control of RUSHMYFOOD and that RESTAURANT has the right to seek other delivery services at its own expense as its sole remedy.

2. Payment and Billing.

2.1 A complete description of the Services and associated costs shall be provided and agreed to by the Parties in Attachment A. Except for the circumstances described in Attachment “A,” RUSHMYFOOD will provide RESTAURANT with at least fourteen (14) days prior written notice of any changes to pricing.

2.2 In consideration for performing the Services set forth in this Agreement RESTAURANT shall pay to RUSHMYFOOD the fees, inclusive of any expenses agreed upon by the Parties, set forth in Attachment “A”. (the “Fees”).

2.3 Fees shall be billed on a weekly basis and paid by RESTAURANT to RUSHMYFOOD via electronic pre-printed check or ACH transfer as outlined on Attachment “B”. If RUSHMYFOOD owes RESTAURANT funds they will be direct deposited via ACH.

2.4 RESTAURANT shall keep a valid and current credit or debit card on file with RUSHMYFOOD as outlined on Attachment “C” as a backup payment method. In the event that any payment to RUSHMYFOOD via electronic check is rejected, RUSHMYFOOD shall have the right to bill RESTAURANT’s credit card for the rejected amount, in addition to additional fees as outlined on Attachment “A”.

3. Term and Termination.

3.1 Term. After execution by the Parties, this Agreement shall be deemed effective as of the Effective Date and shall remain in full force and effect for One (1) Calendar year from the Effective Date.

3.2 Termination. Either party may terminate this agreement for any reason with Thirty (30) Days written notice to the other Party. All unpaid services shall immediately be paid as per Section 2 above.

4. Relationship of the Parties. Each party hereby acknowledges and agrees that: (a) it is an independent contractor and not an employee, agent or representative of the other party, and (b) it is not authorized to assume or create any obligation or responsibility on behalf of the other party, including but not limited to obligations based on representations, warranties or guarantees. Neither Party shall have power or authority to act on behalf of the other Party or in its name or to bind it, either directly or indirectly, in any manner. With respect to any RUSHMYFOOD or THIRD PARTY DRIVER (as defined above) directly or indirectly used by RUSHMYFOOD to provide work under this Agreement, RUSHMYFOOD agrees to be liable for payment of their compensation.

5. Responsibilities of RESTAURANT.

5.1 Telephone Support. RESTAURANT agrees to call RUSHMYFOOD’s Support Number (as defined hereafter) published on [www.RushMyFood.com/restaurant] to receive support relating to the Services.

5.2 Tariff, Law, Tax, Ordinance or Action. RESTAURANT is responsible for paying any and all taxes, fees or tariffs associated with its business as required by law and agrees and understands that RUSHMYFOOD will not withhold any such taxes, fees or tariffs on its behalf.

5.3 Acceptable Use Policy. RESTAURANT hereby agrees to use the Services provided by RUSHMYFOOD in accordance with RUSHMYFOOD’ Acceptable Use Policy provided to RESTAURANT both in writing and available online at [www.RushMyFood.com/aup] (“Acceptable Use Policy”).

5.4 Cash Tracking. RESTAURANT is responsible for tracking their own cash orders for pickup and RushMyFood does not support or is responsible for cash deliveries.

6. Responsibilities of RUSHMYFOOD. In addition to the obligations set forth herein, RUSHMYFOOD shall provide telephone support Services during any hours in which Services are available. RUSHMYFOOD shall publish the current and accurate RUSHMYFOOD Support Number on www.RushMyFood.com/restaurant.

7. Representations and Warranties. In addition to any other representations and warranties set forth herein, each Party represents and warrants that (i) it has the authority to enter into this Agreement, (ii) it is not a party to any agreement with any third party which prohibits it from fulfilling its obligations under this Agreement and (iii) this Agreement, when executed and delivered, shall be a valid and binding obligation on such Party, enforceable in accordance with its terms. Additionally, RUSHMYFOOD hereby represents and warrants during the Term that (i) it possesses the requisite training, knowledge, skills, experience and expertise to provide the Services; (ii) its performance of the Services pursuant to this Agreement does not violate any existing agreement or obligation between RUSHMYFOOD and a third party; and (iii) it is compliant with all applicable federal, state, county, and local laws, ordinances, regulations, and codes in the performance of its obligations under this Agreement, including, but not limited to, procurement of all necessary licenses, authorization, permits, and consents.

8. Disclaimers and Limitations.

8.1 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED TO RESTAURANT WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8.2 No Consequential Damages. Notwithstanding anything in this Agreement to the contrary, RESTAURANT agrees that RUSHMYFOOD shall not be liable for any consequential, indirect, special, incidental, exemplary or punitive damages, including, but not limited to, any loss of profits, harm to business, harm to reputation, expense of procurement of substitute services, business interruption, or loss arising from claims of third parties, however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence) or otherwise, arising in any way out of this Agreement or otherwise in connection with any service hereunder even if RUSHMYFOOD has been or is advised of the possibility of such harm or damages.

8.3 Limitation of Liability. In no event will RUSHMYFOOD’s aggregate liability under this Agreement exceed the price paid by RESTAURANT for the specific Services provided by RUSHMYFOOD giving rise to the claim or cause of action.
8.4 Limitation of Actions. No action arising out of or relating to this Agreement or the transactions it contemplates may be commenced against RUSHMYFOOD more than twelve (12) months after the basis for such claim could reasonably have been discovered.
9. Indemnification.

9.1 RUSHMYFOOD agrees to defend, indemnify and hold harmless RESTAURANT, its corporations, trustees, officers, employees, students, representatives and agents (collectively, the “RESTAURANT Indemnitees”) from and against any and all claims, demands, suits, settlements, damages, losses, obligations, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses (collectively, “Losses”) of any kind or nature paid or incurred by, imposed on, or asserted against RESTAURANT Indemnitees, to the extent arising out of or relating to any claim, suit, proceeding, demand or action brought by a third party arising out of a breach by Supplier of its representations, warranties, covenants or obligations set forth in this Agreement.

9.2 RESTAURANT agrees to defend, indemnify and hold harmless RUSHMYFOOD, its corporations, trustees, officers, employees, students, representatives and agents (collectively, the “RUSHMYFOOD Indemnitees”) from and against any and all claims, demands, suits, settlements, damages, losses, obligations, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses (collectively, “Losses”) of any kind or nature paid or incurred by, imposed on, or asserted against RUSHMYFOOD Indemnitees relating to, arising out of, directly or indirectly, or in connection with this Agreement, including RESTAURANT’s or RESTAURANT Personnel’s (i) alleged or actual negligence; (ii) performance of its obligations under the Agreement (including, the Services); (iii) misrepresentation or breach of this Agreement; (iv) gross negligence or willful misconduct; (v) violation of law; (vi) actual or alleged infringement, misappropriation, or other unauthorized use of third-party’s intellectual property of any kind whatsoever; (vii) failure to pay withholding or other taxes resulting in determination by a government agency that RESTAURANT is not an independent contractor; or (viii) injury to persons or property or other tort arising out of any act, omission or negligence of RESTAURANT Personnel.

10. Disclosure; Publicity; Use of Name.

10.1 RESTAURANT agrees not to disclose information relating to the Fee, Term, and terms and conditions relating to the Services and this Agreement without the express written consent of RUSHMYFOOD. Such consent shall be at the sole discretion of RUSHMYFOOD.

10.2 Either party may use the trade name, “d/b/a”, other name or logo of the other party in advertising or promotional literature, electronic and otherwise. RUSHMYFOOD may implement marketing, advertising, promotional, and media activity, including press releases, utilizing any of RESTAURANT’s trademarks, copyrights, logos, and slogans.

11. Waiver. No claim or right arising out of a breach of this Agreement may be discharged in whole or part by waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing and signed by the aggrieved Party.

12. Severability. If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, then such provision shall be deemed stricken here from and the remainder of this Agreement shall remain at all times in full force and effect and such invalid or enforceable provision shall, to the extent legally permitted, be replaced by the valid and enforceable provision that some closest to the Parties’ intent underlying the invalid or unenforceable provision.

13. Notices. Any notices required to be given pursuant to the provisions of this Agreement shall be in writing, and given either in person or by certified mail, postage prepaid, mailed to the Party at the set forth in the preamble of this Agreement or such other address as a Party may specify in writing to the other.

14. Assignment. The rights and obligations of this Agreement may not be assigned by either Party without the prior written consent of the other Party; provided, however, that RUSHMYFOOD may assign this Agreement to an affiliate or to a successor to its business (whether by merger, asset sale, stock sale, or otherwise). Any assignment inconsistent with this provision shall be void and of no effect. In the event an assignment does occur, such assignment shall not relieve RESTAURANT from its liabilities or obligations hereunder. This Agreement shall inure to the benefit of, and be binding upon, the Parties hereto and their respective successors and permitted assigns. The Parties hereby agree that no there are no third-party beneficiaries to this Agreement.

15. Governing Law; Forum; Waiver of Jury Trial. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Rhode Island, without regard to its conflict of law principles. The Parties hereto hereby consent and agree to (i) the exclusive jurisdiction of the federal or state courts located in Providence County, Rhode Island for any actions, suits or proceedings arising out of or relating to this Agreement and the matters contemplated hereby; (ii) waives any objection to the laying of venue of any such litigation in such courts; and (iii) agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum. The Parties hereby waive the right to a jury trial in any actions, suits or proceedings arising out of or relating to this Agreement and the matters contemplated hereby.

16. Compliance with Law. RUSHMYFOOD and RESTAURANT shall at all times comply with all applicable federal, state and local laws, regulations, rules and ordinances, orders and decrees in connection with the performance of their respective obligations under this Agreement

17. Survival. The provisions of any such Sections necessary to effectuate the complete the post-termination obligations of the Parties (if any) set forth herein shall survive any cancellation or termination of this Agreement.

18. Entire Agreement. This Agreement sets forth the final and complete understanding of the Parties relating to the subject matter hereof. It is understood and agreed that there are no other representations with respect to this Agreement and that this Agreement supersedes all prior discussions, agreements and undertakings relating to the subject matter hereof. It is further agreed that the rights, interests, understandings, agreements and obligations of the respective Parties pertaining to the subject matter of this Agreement may not be amended, modified or supplemented in any respect except by a subsequent written instrument evidencing the express written consent of each of the Parties and duly executed by the Parties. Any terms inconsistent with or additional to the terms set forth in this Agreement which may be included with a purchase order, acknowledgment, invoice, etc., of either Party shall not be binding on the other Party hereto until such Party consents in writing. If any ambiguity or question of intent or interpretation arises, the Agreement must be construed as if it is drafted by all the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of authorship of any of the provisions of the Agreement.

19. Counterparts. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all counterparts together constituting only one instrument.

20. Force Majeure. Except for payment obligations, neither party shall be liable for delays in performance or for non-performance due to unforeseen circumstances or causes beyond such party’s reasonable control, including, without limitation, any act by any governmental authority, act of war, natural disaster, strike, boycott, embargo, shortage, riot, lockout, epidemic, labor dispute or civil commotion. A party affected by such an event shall give written notice to the other party of the occurrence of such event as soon as commercially practicable.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized representatives as of the Effective Date

RUSHMYFOOD TECHNOLOGIES, LLC RESTAURANT

Signature Signature

Printed Name
Printed Name

Title Title

Date Date

ATTACHMENT “A”
SCHEDULE OF FEES

ITEM AMOUNT DEFINITIONS
Delivery Fee (Minimum) $4.99 Delivery Fees are typically pushed to the customer, however this is up to RESTAURANT. This amount is the minimum cost, but increases may occur due to distance or by zipcode.
Order Percentage 15% Of Subtotal Subtotal refers to the total cost of goods before any discounts as shown on customer receipt. It should not include delivery fee, taxes, tips or any other fees.
Driver Return Fee $2.00-$4.00 If RESTAURANT requests the driver to return for a mistake originating from RESTAURANT or causes DRIVER to impede their delivery than this charge may be issued.
Minimum Order Amount $15.00 If RESTAURANT Order Amount as defined here is less than this Minimum, RUSHMYFOOD Fees to Restaurant will be calculated on this Amount.
Returned Payment Fee $25.00 For returned ACH for insufficient funds or other RESTAURANT related reason.
Credit Card Processing Percentage 3.95% Applies only to charges made against RESTAURANT’s backup funding source

Third Party Rate Savings Delivery Fee
Grubhub 5% min $4.99 min
UberEats 5% min $4.99 min
DoorDash 5% min $4.99 min
Other varies $4.99 min

Website Development Free $29/m
Google Marketing Cost of Ads Free 30 days
ATTACHMENT “B”
ELECTRONIC DRAFT AUTHORIZATION

RESTAURANT specifically authorizes RUSHMYFOOD to print bank draft checks or initiate ACH debit entries and adjustments and/or deposits and credits on behalf of RESTAURANT (on a weekly basis for the purpose of paying its Fees under this Agreement) drawn or deposited to RESTAURANT’s Financial Institution:

Corporate Name: ________________________________________________________

Bank Name: __________________________________________________________

Tax ID:___________________ You may receive a 1099k if required by the IRS

Bank Routing / ABA Number:________________________________________________

Account Number: ______________________________________________________

Please attach or send a voided check to: info@rushmyfood.com

Monies owed to RUSHMYFOOD shall have the words SIGNATURE ON FILE listed in the signature block and RESTAURANT specifically authorizes the financial institution above to honor such checks, otherwise ACH will be used for deductions.

The week begins on Monday and ends on Sunday for reporting purposes. Holidays may delay funding.

All deposits for funds owed to RESTAURANT are deposited by the following Friday.

RUSHMYFOOD may use this information ONLY for the purpose of collecting fees incurred and authorized by RESTAURANT under this Agreement.
_______________________________________________________________ RESTAURANT NAME AS LISTED ON BANK ACCOUNT
_________________________________________________________ Signature of officer / owner of RESTAURANT Date
_________________________________________________________ Signature of Signatory on Bank Account Date

ATTACHMENT “C”
CREDIT CARD AUTHORIZATION

In the event a bank draft payment as described under this Agreement from the account listed on Attachment “B” is rejected by RESTAURANT’s financial institution for any reason RUSHMYFOOD is authorized to bill the credit or debit card listed below for any rejected funds in addition to rejections fees and processing fees outlined on Attachment “A”.

_________________________________________________________
CARDHOLDER NAME

_____________________________________________________________________
CARD BILLING ADDRESS: STREET

_____________________________________________________________________
CARD BILLING ADDRESS: CITY, STATE ZIP CODE

CARD NUMBER

EXPIRES MM/YY SECURITY CODE

_________________________________________________________________
CARDHOLDER SIGNATURE DATE