1. Overview
a. BEFORE YOU USE THE URBAN POINT PLATFORM (“PLATFORM”) PLEASE READ THESE TERMS AND CONDITIONS (“T&Cs”) CAREFULLY. BY EXECUTING THE SERVICE CONTRACT WITH URBAN POINT (“WE”, “US”, “OUR”) OR USING THE PLATFORM, YOU, ANY ENTITIES THAT YOU REPRESENT AND ALL OF YOUR PARTICIPATING STORE LOCATIONS (“YOU” OR “THE MERCHANT”) AGREE TO BE BOUND BY THESE TERMS IN ADDITION TO THE TERMS ON YOUR SERVICE CONTRACT. SHOULD THE TERMS BE UPDATED FROM TIME TO TIME, THESE STATED ON THIS WEBSITE (“WEBSITE”, www.urbanpoint.com) WILL PREVAIL. 
b. AS OF AUGUST 2020, URBAN POINT HAS TWO SIDES TO ITS MOBILE APPLICATION (“APP”): (1) IN-STORE OFFERS (“IN-STORE”) AND (2) MENU LISTINGS THAT ALLOWS CUSTOMERS TO PLACE ORDER IN THE APP (“ORDERING”). FOR THE SECOND SIDE OF THE APP, THE MERCHANT MAY CHOOSE TO USE URBAN POINT DELIVERY SERVICES (“URBANDRIVE”) OR USE THEIR OWN DRIVERS, AS DEFINED IN THE SERVICE CONTRACT. THESE TERMS AND CONDITIONS GOVERN BOTH SIDES OF THE SERVICE, AND IN CASES WHERES THERE MAY BE A DIFFERENCE IN TERMS FOR THE IN-STORE OR ORDERING SIDES OF THE APPLICATION, THE DIFFERENCES ARE SPECIFIED IN THESE TERMS AND CONDITIONS. 

2. Definitions
a. Applicable to both sides of the App
i. “Account Manager” is the person who either dually signed your Service Contract or is stated at the bottom of the Service Contract below the signatures. This person is your main point of contact for the duration of the Contract. ii. “Agreement” includes the signed Service Contract together with these T&Cs and any dually signed “In-store” Contract, Addendums or changes requested by email from the Merchant to Urban Point.iii. “Customer” is the End User of the URBAN POINT Platform who may avail offers and order using the App.iv. “Merchant” or “you” means the Merchant or other entity that has agreed to participate in URBAN POINT Services by signing the Service Contract. v. “Merchant Content” includes, without limitation, menus, photographs (either provided by the Merchant or on the Merchant’s website), trademarks, logos and other materials provided by the Merchant to URBAN POINT.vi. “Merchant Items” or “Items” or “Menu Items” includes all Items offered for in-store purchases and take-away or delivery orders at Merchant Stores.vii. “Merchant Stores” means Merchant Store locations that participate in the URBAN POINT Services.viii. “Personal Information” means any information exchanged under this Agreement that (a) identifies or can be used to identify an individual (including without limitation, names, telephone numbers, addresses, signatures, email addresses or other unique identifiers); or (b) that can reasonably be used to authenticate an individual (including without limitation, name, contact information, precise location information, access credentials, persistent identifiers and any information that may be considered ‘personal data’ or ‘personal information’ under applicable law).ix. “Platform Term” or “Term” means the term of the agreement between URBAN POINT and the Merchant for the URBAN POINT Platform.x. “Service” or “Services” refers to the URBAN POINT services of listing the Merchant’s Store and Content on the URBAN POINT Platform for promoting their offers, enabling ordering and, when applicable, facilitating delivery (UrbanDrive) and any other secondary services necessary to support these primary Services. xi. “Services Agreements” are those provided by third parties such as Qpay, Payfort and Stripe. xii. “Service Contract” is the Summary Letter together with the Master Framework Agreement, any Addendums and In-store Contract signed by the Merchants to use the Service. Once the Service Contract is signed, these T&Cs also apply to comprise the full “Agreement”. xiii. “Terms and Conditions” or “Terms” also referred to as “T&Cs” are the full terms in the website (“Website”) www.urbanpoint.com. xiv. “Third Party Platform” means a technology interface, such as a middleware technology platform, other than the URBAN POINT order form and the Delivery API that enables the Merchant to request delivery fulfillment and provide information necessary to enable such delivery fulfillment.xv. “URBAN POINT App” or “App” is the URBAN POINT mobile application that allows customers to view merchant listings, avail offers for in-store orders and place Orders based on Merchant Menus listed on the App pages. xvi. “URBAN POINT Data” means any information that URBAN POINT provides or makes accessible to the Merchant through the URBAN POINT Platform, including without limitation Personal Information.xvii. “URBAN POINT Platform” means URBAN POINT’s proprietary mobile communication platform where Customers can view and search for the menus of The Merchants and/or place an order for Merchant Items via the URBAN POINT mobile application for delivery by a Driver to the Customer. This is also referred to herein as the URBAN POINT Platform.xviii. “URBAN POINT Services” means URBAN POINT Platform and UrbanDrive as applicable.
b. Applicable to Ordering & UrbanDrive
i. “Commission” means the commission collected by URBAN POINT in exchange for promoting and featuring the Merchant and Merchant Store(s) on the URBAN POINT Platform, which is charged as a percentage of revenues transacted, or in the case of in-store offers a percentage of the “Approximate Savings” on the URBAN POINT Platform.ii. “Coverage” is the radius of the delivery service. iii. “Drive Orders” means orders placed by the Merchant for delivery fulfilment through UrbanDrive.iv. “Drive Term” means the term of the agreement between URBAN POINT and the Merchant for UrbanDrive.v. “Driver” means independent third-party delivery contractor.vi. “Driver App” is the mobile application used by drivers to delivery orders placed through the Platform. vii. “Merchant Portal” is an online website, accessible at https://orders.adminurban.com/admin through which the Merchant may and regularly should review and confirm its transactions, fees and charges, account information and contact details on the Platform.viii. “Order Equipment” means and includes any equipment reasonably required by URBAN POINT for the Merchant to receive and process Orders, including, without limitation, a tablet, fax machine, or other automated, electronic means of receiving Orders.ix. “Order Portal” is an online website, accessible at https://orders.adminurban.com through which Merchant staff can process orders in Stores.x. “Ordering Service”, “Ordering Side” (of the App) or “Ordering” is that is the side of the App that enables in-app ordering by customer of Merchant Menu Items and the ability to get those Items delivered via UrbanDrive or by your own drivers. xi. “Payment Service” refers to when URBAN POINT accepts payments, on behalf of the Merchant, from Customers for orders processed via URBAN POINT through URBAN POINT's Debit or Credit Card payment gateways.xii. “Ordering Software” or “Software” refers to the Merchant Portal, Orders Portal and Driver App.xiii. “Platform Orders” means orders for Merchant Items through the URBAN POINT Platform from URBAN POINT Customers.xiv. “UrbanDrive” also “Drive” means the mechanism that enables delivery fulfillment for orders placed directly with the Merchant by the Customer. This is shorter form for “URBAN POINT Delivery Services” as mentioned in the Agreements. xv. “UrbanPearls” is a section on the app that contains all Ordering Side offers. Your Ordering Side offers as agreed in the Service Contract are referred to as UrbanPearls for End Users.  
c. Applicable to In-Store offers
i. “Approximate Savings” is the estimated savings on the in-store offers side of the application that customers save when using an offer. ii. “In-store” refers to the Service that allows customers to avail offers in your stores using your offers in the URBAN POINT App. iii. “PPR” or “Pay Per Redemption” is a percentage of the Approximate Savings charged as agreed in the In-store Contract

3. The Service Agreement 
a. URBAN POINT provides a digital platform using web- and mobile-based technology that connects The Merchants, independent delivery contractors (“Drivers”) and Customers, as described in these T&Cs for the URBAN POINT Platform and UrbanDrive. b. URBAN POINT does this by listing the Merchant and its menus on the URBAN POINT App, promoting the Merchant offers to customers and allowing ordering and payment in the application. As specified in the Service Contract's Summary Letter, URBAN POINT shall, in addition to providing the Ordering Service, accept payments, on behalf of the Merchant, from Customers for orders processed via URBAN POINT through URBAN POINT's Debit or Credit Card payment gateways (the Payment Service).c. To use URBAN POINT Services, The Merchants must sign a Service Contract, whose terms, any addendums, In-store Contract, together with these T&Cs constitute the “Agreement.” The Agreement applies to the Merchant and all its outlets or franchise companies that use the URBAN POINT Service. d. URBAN POINT reserves the right, at its sole discretion, to change, suspend, or discontinue the Platform (including without limitation, the availability of any feature or content) at any time. URBAN POINT may, at its sole discretion, remove Merchant Items or Stores from the URBAN POINT Platform if URBAN POINT determines that such Merchant Product or Merchant Store could subject URBAN POINT to undue regulatory risk, health and safety risk, or other liability. URBAN POINT also may revise these Terms from time to time. The changes will not be retroactive, and the most current version of the terms will be at https://www.URBAN POINT.com/the Merchant/the Merchant-terms/. We will notify The Merchants of material revisions via a service notification or an email to the email address associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.e. URBAN POINT is not a retailer, a Merchant or delivery service; it is an online connection platform. The Merchant and URBAN POINT agree they are independent businesses whose relationship is governed by the Service Contract and these T&Cs. Nothing in the Parties' agreements, relationship or transactions shall create or be construed as creating an agency, partnership, fiduciary or joint venture relationship between URBAN POINT and the Merchant (or The Merchant's employees, representatives or locations), URBAN POINT and Driver, or URBAN POINT and Customers. Except as expressly set forth in the Service Contract and these Terms, each Party shall be responsible for its own expenses, profits and losses.

4. Main Responsibilities of the Parties
For The Merchants who have signed the Service Contract, URBAN POINT and the Merchant will have the following responsibilities:
a. URBAN POINT Core Responsibilities.i. Display the Merchant’s logo; a listing of Merchant Stores; and a menu of Merchant Items on the URBAN POINT Platform;ii. Accept Orders from Customers;iii. Forward each Platform Order to the relevant Merchant Store; and in the case that the Merchant uses UrbanDrive, forward each Order to a Driver, so that the Driver can pick up the applicable Merchant Item(s) from Merchant Store to deliver to the Customer.iv. Pay the Merchant in accordance with the Parties' agreements, deduct the applicable Commission Rate, Marketing Fees (when applicable), Subscription Fees, Activation Fees, Renewal Fees, and any other fees you have agreed to with URBAN POINT (in each case, as may be adjusted by URBAN POINT as required by any applicable statute, regulation, or other legal requirement that is either temporary or permanent in nature). 
b. The Merchant Core Responsibilities. i. Provide URBAN POINT with the Merchant’s in-store or take-away menu, including the price of each item on such menu;ii. Monitor The Merchant’s menu and store information on the URBAN POINT Platform, promptly make updates via email to your URBAN POINT Account Manager to reflect the most up-to-date Items, pricing and other information or immediately notify URBAN POINT of any errors or changes in writing;iii. Accept all Platform Orders placed by URBAN POINT from The Merchant’s then-current menu;iv. Confirm all Platform Orders from URBAN POINT;v. Prepare Merchant Items for each Platform Order for pickup by a Driver at the designated time;vi. Process Platform Orders in the order in which they are received;vii. Notify URBAN POINT of any changes to the pricing, availability, description, or other characteristics of Merchant Items as per the Service Contract;viii. Notify URBAN POINT of its days and hours of operation, and remain open for business on URBAN POINT the same days and hours of operation as The Merchant’s in-store business; notify URBAN POINT of any changes to The Merchant’s hours of operations on holidays; and notify URBAN POINT if the Merchant closes earlier than The Merchant’s standard hours of operation or plans to close earlier than The Merchant’s standard hours of operation;ix. Notify all Merchant Store staff members of the relationship with URBAN POINT immediately upon execution of this Agreement; andx. Provide the same utensils, napkins, bags and other materials that the Merchant would typically provide in a standard take-away or delivery order.xi. On an ongoing basis, review and confirm the transactions, fees and charges on orders via the Merchant Portal, and promptly communicate to URBAN POINT any inaccuracies.xii. Charge the same prices on delivery and takeaway menus as on in-store menus.xiii. Provide associated cutlery and napkins free of charge to the Customer. xiv. Provide a stable and strong internet connection to receive Orders.  

5. Main UrbanDrive Responsibilities.
For The Merchants that have agreed to participate in UrbanDrive, URBAN POINT and the Merchant shall have the following responsibilities during the Drive Term:
a. URBAN POINT Core Responsibilities. URBAN POINT will, in a timely manner:Forward requests to a Driver, so that the Driver can pick up the applicable Merchant Item(s) from Merchant Store to deliver to the Customer.
b. The Merchant Core Responsibilities. The Merchant will:i. Accept and collect payments from Customers for their respective orders when customer pay Cash and the Merchant uses own drivers;ii. Notify Customers prior to placing a Drive Order that their telephone numbers and other personal contact information will be shared with URBAN POINT to enable deliveries to be made by Drivers and, in connection with the applicable deliveries, request the Customer’s consent to receive delivery status updates by e-mail, text messages, and telephone calls from URBAN POINT and Drivers; andiii. On an ongoing basis, review and confirm the transactions, fees and charges on invoices and via the Merchant Portal, and communicate to URBAN POINT any inaccuracies immediately.
c. Drive Operating Procedures.i. Order Placement. The Merchant agrees to submit a request for UrbanDrive Services at least twenty-four (24) hours in advance of delivery services needed, and the request should be to the Account Manager in writing. The Parties will mutually agree to exceptions.
ii. Hours of Operation. The pick-up and drop-off of deliveries will take place during URBAN POINT’s standard hours of availability, as may be updated from time to time in URBAN POINT’s sole discretion. The Merchant agrees to abide by the following standard procedures: (i) to notify URBAN POINT of any changes to its hours of operations on public holidays with reasonable advance notice; and (ii) to notify URBAN POINT with reasonable advance notice if a the Merchant location closes earlier than standard hours of operation or plans to close earlier than standard hours of operation.
iii. Delivery Radius. URBAN POINT will only accept Drive Orders to be delivered within a certain preset delivery radius based on either the Merchant or the End-Customer location, which will be communicated to the Merchant.
iv. Notification. The Merchant agrees to notify all staff members in Merchant Stores of The Merchant’s relationship with URBAN POINT prior to submitting any delivery requests to URBAN POINT.
v. Cancellations. Fees owed for any Drive Orders cancelled after a Driver has accepted a delivery opportunity will be non-refundable.
d. Promotions and Responsibilities of the Parties UrbanPearls are structured in such a way that the Merchant gives a discount on the overall bill per customer per month. How this discount is presented to the Customer may vary as per the local legal requirements and allowances, and URBANPOINT in its sole discretion may change the presentation of these agreed upon offers at any time.  
Any Merchants with in-store promotions also on URBAN POINT would be subject to the same T&Cs as apply regarding the menus, updating information, store hours and everything else as mentioned here in these T&Cs as is reasonably applicable. 
The Merchant shall provide to the Customers any and all special offers and discounts that are available to Customers ordering by phone or by other mediums. The Merchant shall communicate such special offers and discounts to URBAN POINT at least 3 working days before the commencement of those offers in order to allow URBAN POINT enough time to publish them in the Platform.
e. Merchant-related questions, concerns or disagreements Should the Merchant have any concerns or issues, it is the Merchant’s responsibility to contact URBAN POINT in writing or by phone to clarify the topic as soon as possible. We do the most we can to ensure that (a) our Merchants get the best response possible, (b) a smoothly running process and (c) fair business practices, and we therefore ask our Merchants to reach out first to their Account Managers and then if for whatever reason they don’t get a response, to email or call our customer service address or number, respectively as can be found on our Facebook page or website. 
For any issues regarding payment and payment processing, you may email us at .moc.tniopnabru%40stnuocca For all other inquiries, contact your Account Manager. 

6. Menus & Locations
The Merchant and URBAN POINT will on occasion jointly determine which Menu Items shall be available to the Customers in the Platform. The Merchant must give URBAN POINT not less than three (3) days’ prior written notice of a change in Menu details and/or the discontinuance of any Menu Item and/or a material change in the composition or description of a Menu Item. The Merchant shall at all times be entirely responsible and liable for the content of the menu and the Menu Items, and URBAN POINT assumes no responsibility or any liability whatsoever for any errors or omissions in the menu or the Menu Items.
The Merchant shall provide URBAN POINT on an ongoing basis with accurate descriptions, including details of any information, and photographs of Menu Items and the Merchant information for publishing in URBAN POINT's platform. Should the Merchant notice any error, the Merchant is obligated to inform URBAN POINT immediately by email or phone to the Merchant's Account Manager.
To add a new location, the Merchant must provide URBAN POINT with the full details not less than three (3) days prior written notice in order for the new location to be listed on the App.  

7. Pricing and payment
a. URBAN POINT Platform URBAN POINT reconciles the Merchant statement of accounts on 15-day activity cycles and pays the Merchants their dues up to 5 business days after the 15-day-period statements are finalized. URBAN POINT reserves the right to change that amount, if it receives more information from the Merchant or detects errors, and has up to 15 working days to make those adjustments. Should adjustments be necessary, we would process the payment up to 5 working days after the revised amounts have been finalized. URBAN POINT shall be entitled to deduct from such payments URBAN POINT’s Commission, Credit Card Payment Fees, Marketing Fees (when applicable and agreed upon), Equipment Fee, Registration Fee, Subscription Fees, Renewal Fees and any other fees you have agreed to in your Service Contract. This includes the small amount sent to your bank account before your first payment is transferred from us to ensure that we have your correct bank account information as provided on the Summary Letter of the Agreement. 
The Merchant agrees URBAN POINT may charge the Customer fees, including but not limited to a Delivery Fee, Service Fee, Surcharge Fee, and Small Order Fee where applicable in URBAN POINT's sole discretion. The Merchant shall be responsible for all taxes, duties, and other governmental charges on the sale of Merchant Items and for remitting such taxes, duties, and other governmental charges to the appropriate authorities. 
In the event that the Merchant raises the price for a menu item, URBAN POINT shall not be required to remit the higher price to the Merchant until 3 business days after the Merchant first provides notice to URBAN POINT of such pricing change.
b. UrbanDriveThe Merchant will pay URBAN POINT a fee per Drive Order as mutually agreed. The Merchant shall be responsible for all taxes, duties, and other governmental charges on the sale of Merchant Items and for remitting such taxes, duties, and other governmental charges to the appropriate authorities. As agreed by the parties, payment of all fees under this Section 7 shall be as follows.
To the extent that a third party provider renders services to the Merchant via the Platform (for example, a middleware provider) and charges fees to URBAN POINT, URBAN POINT may pass through such third party’s fees to The Merchant.
In some point in the future, URBAN POINT may be required to collect sales, use, or similar taxes from the Customer and remit such taxes directly to the tax authority. In such cases, URBAN POINT will inform the Merchant that URBAN POINT will remit Collected Taxes to the tax authority and URBAN POINT will be relieved of any responsibility to remit such Collected Taxes to The Merchant.
The Merchant agrees, on an ongoing basis, to review and confirm its transactions, fees and charges on orders and invoices on the Merchant Portal or as sent by URBAN POINT electronically, and to promptly communicate to URBAN POINT in writing any claimed inaccuracies, so that URBAN POINT has the opportunity to address and resolve any issues on a timely basis and so such issues do not persist, which URBAN POINT and the Merchant agree is in the best interests of both parties and their commercial relationship. The Merchant agrees to communicate to URBAN POINT any disagreement, non-conformity or any issue with any transaction, fee, charge or order within 60 days of the transaction, fee or order. The Merchant shall be deemed to have acquiesced in and ratified, and to have waived any claim or objection regarding, each transaction, fee, charge and order if the Merchant does not communicate a written claim or objection to URBAN POINT regarding such transaction, fee, charge or order within such 60-day period.
The Merchant agrees that the Merchant is fully responsible for the goods or Items that the Merchant provides through the Platform until the goods are picked up from The Merchant, and that title passes from the Merchant to the customer upon pickup at the Merchant’s location. The Merchant agrees that neither the Driver nor URBAN POINT holds title to or acquires any ownership interest in any goods or Items that the Merchant prepares or provides through the Platform.
c. When the Merchant owes URBAN POINTIn the case that the Merchant owes URBAN POINT more payments than URBAN POINT owes the Merchant at the end of the 15-day statement-of-accounts period, URBAN POINT will send an invoice with the statement, and payment is due within 7 days. If payment is not received within those 7 days, URBAN POINT may deduct that amount from subsequent Merchant payouts and will notify accordingly. 
d. Payment Processing Payment processing services for The Merchants on the URBAN POINT Platform are provided by Stripe, Qpay and/or Payfort and are subject to the their respective Connected Account Agreements, which includes their Services Agreements. By agreeing to these Terms, the Merchant agrees to be bound by the payment processor Services Agreements, as the same may be modified by the providers from time to time. As a condition of URBAN POINT enabling payment processing services through these payment processors, the Merchant agrees to provide URBAN POINT accurate and complete information about The Merchant’s representative and its business, and the Merchant authorizes URBAN POINT to share it and transaction information related to The Merchant’s use of the payment processing services provided by Stripe, Qpay and Payfort.

8. Order Processing
URBAN POINT’s Orders Portal notifies the Merchants of new orders received from Customers when an Order is placed by the Customer.
The Merchant is required to accept the Order in the Orders Portal within 5 minutes or either notify URBAN POINT if (a) the order cannot be made in time or (b) notify the Customer directly if any items are unavailable. 
The Merchant shall use the best of its ability to ensure that the relevant Menu Items are delivered to the Customers in appropriate packaging, or (ii) in case the Merchant subscribed to UrbanDrive, the relevant Menu Items are ready for pick-up by the third party Driver at the Merchant designated premises within the estimated time of the driver’s arrival at the Merchant. In any event, the Merchant shall give priority to any and all orders transmitted by URBAN POINT to ensure that these orders are ready within the prescribed time.
The Merchant will always ensure that orders are given to the correct driver in order to avoid any orders being delivered to the wrong Customers. 
Should the Merchant use UrbanDrive, the Merchant will make available to URBAN POINT’s Drivers a suitable place to wait in case an order is not ready to be handled over.
The Merchant shall ensure that the Menu Items packaged fully correspond to the ordered Menu Items, and that the Menu Items are properly packaged for delivery.
URBAN POINT will not be responsible for any damages or loss arising from a Customer’s act or omission (for example, if the Customer refuses an order or is not present at the address of delivery).
URBAN POINT may occasionally supply the Merchant with bags and/or other packaging or items such as stickers that have URBAN POINT’s branding. 
URBAN POINT shall have the right to determine, in its complete discretion, the territory covered by the Ordering Service and/or UrbanDrive (the Coverage). URBAN POINT shall have the right, in its entire discretion, to amend the Coverage by providing written notice to the Merchant.
The Merchant shall use the best care, skill and diligence and in accordance with best practice in the Merchant's industry, profession or trade to process and prepare Menu Items. 
The Merchant shall use its best of its ability to satisfy any request for a refund or proportionate price reduction of any order made by a Customer where the Merchant's act or omission is the cause of the refund or reduction request. In the event that such a refund or proportionate price reduction is granted by the Merchant, this shall not affect the Commission due to URBAN POINT, which shall be calculated on the full original amount of the order (i.e. regardless of any the refund or proportionate price reduction).

9. Returns, cancellations and refunds.
a. Refunds and re-orders will be addressed as follows:i. Platform Refunds. URBAN POINT shall be responsible for customer support issues relating to the ordering of Merchant Items and issues relating to a Customer’s URBAN POINT account. All other customer issues or complaints will be The Merchant’s sole responsibility. In the event that URBAN POINT, in its sole discretion, determines to issue a refund, credit or re-order for an Customer’s Order, the Merchant will prepare the food to the same specifications as the original Order (in the case of a re-order) and bear the full cost of that refund, credit or re-order.
ii. Drive Refunds. The Merchant acknowledges and agrees that URBAN POINT shall be responsible only for facilitating the delivery of Merchant Item(s) to Customers. The Merchant shall be solely responsible for any customer complaints regarding Merchant Item(s), including without limitation, complaints regarding the nature, quality, content, number, or packaging of Merchant Item(s). The Merchant agrees not to refer any Customer complaints directly to URBAN POINT. Any complaints regarding the timeliness or quality of a Driver’s delivery service shall be reported by the Merchant to URBAN POINT. If the completion of a Drive Order is more than 45 minutes late and due to fault of URBAN POINT, URBAN POINT will reimburse the Merchant for a portion of the delivery cost of the applicable Drive Order. If the Merchant elects to refund a Customer for any reason, such election shall not obligate URBAN POINT to provide a corresponding reimbursement to the Merchant. In the event that a Merchant Product has been visibly damaged with proof from the Customer, URBAN POINT may reimburse the Merchant for all or a portion of the order subtotal. For the purposes of this agreement, “The Merchant Product” or “Merchant Item” is the actual item, not the packaging that contains the Merchant Product. In no event shall URBAN POINT be obligated to issue any refunds directly to Customers.
b. Customer Cancellations are handled as follows:i. Customers have up to 3 minutes to cancel an order once you, the Merchant, have accepted. You will be notified in such cases on your Order Portal Dashboard. This is why you must have it open at all times when your store is accepting orders with the URBAN POINT Service. 
ii. Similarly, you the Merchant have the ability to reject and cancel orders from the Orders Portal with the understanding that doing so will incur a penalty of the applicable commission on the cancelled or rejected order because cancelling or rejecting orders damages the Customer experience and therefore damages both URBAN POINT and your Stores. 

10. Offer Promotions & Licensing
a. Offers & Licensing. URBAN POINT promotes the Merchant offers inside and outside of the URBAN POINT App to drive additional traffic to the Merchant partners. These offers must be in line with URBAN POINT’s Offer Structure, as mentioned in your Service Contract. All offers must be licensed with the Ministry of Economy and Commerce (“MEC”), and the Merchant allows URBAN POINT to obtain the license on the Merchant's behalf. The Merchant gives URBAN POINT the right to deduct this fee from the Merchant Revenue. 
b. Changes to offers. Changes to the offers may be made in the “Additional Information” section of the Summary Letter upon signing the Agreement or subsequently by email to your URBAN POINT Account Manager. URBAN POINT reserves the right to approve or reject such Offers. The Merchant is entitled to 1 offer change per year without additional charges and changes take a minimum of 2 days to process once the request and details are received by URBAN POINT from the Merchant. 
c. Marketing Channels. URBAN POINT may showcase the availability of the Merchant's Items and Offers via the URBAN POINT App and various promotional activities and channels, for examples through SMS, social media, google ads and email. The Merchant hereby grants URBAN POINT permission to use the Merchant's artwork, menus, offers and logos to promote the Merchant through any marketing channels URBAN POINT uses to tell customers about the Merchant's business.

11. Termination
The Merchant may terminate this Agreement for any reason at any time upon a 30-day prior written notice on the Ordering side of the App and a 3-months prior written notice for the In-Store Offers side of the App. URBAN POINT may terminate this Agreement or any promotion under this Agreement for any reason at any time upon written notice. Email shall suffice for written notice. Neither the Merchant nor URBAN POINT will be required to pay any fee in connection with a termination by either party, or be liable to the other as a result of termination of this Agreement for any damages, for the loss of goodwill, prospective profits or anticipated income, or for any expenditures, investments, leases or commitments made by either the Merchant or URBAN POINT. If a Merchant has offers in the app, then those offers must remain until the end of the calendar month after the notice period. 
However, if the Merchant has any promotions running, this will tie the Merchant to be present on the platform with those offers, for either side of the App, until the end of the calendar month in which they will terminate the Agreement.

12. Temporary Suspension
URBAN POINT may temporarily suspend the service to a Merchant if any of the following cases arise:
The percentage of the cancelled orders, due to The Merchant-related reasons within (7) consecutive days, is over 3%.
The average time a Merchant takes to respond to an order, within (7) consecutive days, is over (3) minutes.
The percentage of customer contact (including: calls, chats, emails) linked to an order, within (7) consecutive days, is over 5%.
The Average time a Merchant takes to hand in the Order to the Driver after the promised time, is more than 5 minutes.

13. Intellectual Property
During the Platform Term or PickUp Term, as applicable, the Merchant grants to URBAN POINT a royalty-free, non-exclusive, limited, revocable, non-transferable, non-sublicenseable right and license to use and display the Merchant Content in the provision of providing services to the Merchant. As used herein, “Merchant Content” includes, without limitation, menus, photographs (either provided by the Merchant or on the Merchant’s website), trademarks, logos and other materials provided by the Merchant to URBAN POINT.
If photographs of The Merchant’s menu items are not available or if they do not meet URBAN POINT’s requirements, as reasonably determined by URBAN POINT, then the Merchant allows URBAN POINT to engage a professional photographer to take photographs of the Merchant’s menu items or use stock photos and display such photographs on the URBAN POINT Platform as representations of the Merchant’s menu items; provided that the Merchant may contact URBAN POINT support to have such photographs removed from the Merchant’s store listing and, in such event, URBAN POINT will comply in a timely manner.
The Merchant shall be solely responsible for compliance with applicable IP laws, regulations, rules, standards, ownership, ownership safety, government related approvals. URBAN POINT will not be held responsible for any non-compliance by the Merchant with the foregoing, or any issue related to the usage of its logo with any third party.
The Merchant hereby warrants that it is the sole owner of or controls and will have paid for and cleared for all copyright consents, releases, trademarks, logos, service marks, designs, slogans, title, artwork, music, graphics, computer generated material throughout the relevant territory in the Merchant’s logo. The Merchant hereby confirms that the Merchant’s logo does not infringe the copyright, trademarks or any other rights of any third party throughout the relevant territory.

14. Software
a. To enable ordering, URBAN POINT provides the Merchant prior to the Start Date (as specified in the Summary Letter of Agreement) with the Merchant Portal, Orders Portal and Driver App (the “Ordering Software” or in this Section 4 as “Software”) which the Merchant must use in a professional manner for reviewing and processing all orders on the Platform. The Software is licensed to the Merchant free of charge and on a non-exclusive basis for an initial term of twelve (12) months from the Commencement Date (unless the Agreement is terminated prior to the expiry of such period, in which case the license would expire together with the termination of the Agreement). The license may be renewed at the end of the initial twelve (12) month term for subsequent periods of twelve (12) months or more, at URBAN POINT’s sole discretion.b. The Software will be the property of URBAN POINT at all times. The Merchant shall take due care of the Software running on the Merchant’s equipment (including embedded and operating software, together with any new releases, versions or updates of such software, and/or any replacement software). The Merchant shall not copy, modify, reverse engineer or attempt to discover the source code of the Software. URBAN POINT reserves the right to periodically update the Software on the Merchant’s equipment. c. The Merchant shall provide its staff with the relevant knowledge, training, and know-how in relation to operating and maintaining the Software in a diligent, competent and careful manner as URBAN POINT shall reasonably require throughout the duration of the Agreement. d. The Merchant will maintain the Software and keep it open and on at all relevant times to ensure that orders can be received and processed. The Merchant shall inform URBAN POINT immediately of any faults with, or damage to, the Software, and will allow URBAN POINT access to the Merchant at any time during normal opening hours to inspect, clean, repair, replace or remove the Software. URBAN POINT shall be entitled to make a reasonable charge for repairing or replacing any Software that may be damaged due to the Merchant misconduct or gross negligence, and such charges shall be deducted from the fees otherwise due to the Merchant by URBAN POINT following Section 7.

15. Data Privacy & Security
The Merchant agrees not to access, collect, store, retain, transfer, use or otherwise process in any manner URBAN POINT Data, including without limitation Personal Information, except as required to perform under this Agreement. The Merchant shall keep URBAN POINT Data secure from unauthorized access and maintain the accuracy and integrity of URBAN POINT Data in the Merchant’s custody or control by using appropriate organizational, physical and technical safeguards. If the Merchant becomes aware of any unauthorized access to URBAN POINT Data, the Merchant will immediately notify URBAN POINT, consult and cooperate with investigations and potentially required notices, and provide any information reasonably requested by URBAN POINT. The Merchant agrees to implement and use security procedures, protocols or access credentials as reasonably requested by URBAN POINT and will be responsible for damages resulting from the Merchant’s failure to comply. The Merchant will not allow any third party to use the URBAN POINT Platform and will be responsible for damages resulting from sharing the Merchant’s login credentials with unauthorized third parties or otherwise permitting unauthorized access to the Merchant’s account. The Merchants may not allow any third party to copy, modify, rent, lease, sell, distribute, reverse engineer, or otherwise attempt to gain access to the source code of the URBAN POINT Platform; damage, destroy or impede the services provided through the URBAN POINT Platform; transmit injurious code; or bypass or breach any security protection on the URBAN POINT Platform.

16. HardwareThe Merchants are responsible as of August 2020 to use their own hardware to process Orders. Tablets may be provided at a later date, in which cases these T&Cs would be updated accordingly. 
It is therefore the Merchant’s responsibility to ensure that the hardware it uses for the Service is fully operational and in good standing to enable successful execution of the Service.  

17. Confidential InformationThe term “Confidential Information” means any confidential or proprietary business, technical or financial information or materials of a party (“Disclosing Party”) provided to the other party (“Receiving Party”) in connection with this Agreement, whether orally or in physical form, and shall include the Terms of this Agreement. Without limiting the foregoing, URBAN POINT Data is Confidential Information of URBAN POINT.
Confidential Information does not include information that: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed to the Receiving Party in connection with this Agreement; (ii) was or becomes public domain other than by the fault of the Receiving Party; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not at the time under any obligation to maintain its confidentiality; or (iv) the Receiving Party can demonstrate by documentary records was independently developed by the Receiving Party without access to, use of or reference to any Confidential Information.
The Receiving Party shall: (i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations in accordance with this Agreement; (ii) not disclose or permit access to Confidential Information other than to its or any of its employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors and legal advisors (“Representatives”) who need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement, and prior to any such disclosure are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; and (iii) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most/similarly sensitive information and in no event less than a reasonable degree of care.
If the Receiving Party is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall promptly notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under these T&Cs and provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole expense, in opposing or seeking protective limitations on disclosure.
During the term of the Agreement, and for a period of two (2) years thereafter, each Party (the “Recipient”) shall, and shall use all reasonable effort to procure that its staff will keep confidential all Confidential Information received from the other party (the “Disclosing Party”). In doing so, the Recipient shall use at least the same degree of care it uses to keep its own information confidential, but in no event less than a reasonable degree of care.

18. Governing Law
The Merchant will be solely responsible for compliance with applicable laws of the country of its operations, regulations, rules and standards related to preparation, selling, marketing and safety of Menu Items and its components.

19. Representations and Warranties
Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement without breaching any obligation to any third party.
Each party represents and warrants that it will comply with all applicable laws and regulations in its performance of this Agreement, including without limitation (i) all applicable data protection and privacy laws, (ii) all applicable laws related to third party intellectual property and other proprietary rights.
The Merchant further represents, warrants and agrees that (i) it will comply with all applicable laws, rules, standards and regulations relating to licenses, health, product, food packaging and accessory items safety and sanitation, (ii) it has informed URBAN POINT of any required consumer-facing warnings, charges, opt-in requirements, and instructions associated with Merchant Item(s) and it will inform URBAN POINT of any such warnings, charges, opt-ins, and instructions that become required in the future, (iii) it will disclose common allergens in any The Merchant’s Menu Items listed on the URBAN POINT Platform, (iv) it will not include any age-restricted Items in The Merchant’s menus on the URBAN POINT Platform or request delivery of any age-restricted Items through the URBAN POINT Platform without first entering into a separate agreement with URBAN POINT specifying the promotion, sale and delivery of such Items in compliance with the laws of the applicable country in which such Items will be sold, (v) it will not disclose any information related to a Driver or a consumer to a third party (except as required to comply with law or pursuant to a court order) and (vi) it will comply with its obligations of this Agreement.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, URBAN POINT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE URBAN POINT PLATFORM, EQUIPMENT OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF THE MERCHANTABILITY, TITLE, SATISFACTORY QUALITY OR RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The Merchant acknowledges that the operation of the Platform may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and URBAN POINT shall not be responsible to the Merchant or others for any such interruptions, errors, or problems or an outright discontinuance of the Platform nor for any guarantee of results with respect to the URBAN POINT services or Platform. Both Parties acknowledge that neither party has any expectation or has received any assurances for future business or that any investment by a party will be recovered or recouped or that such party will obtain any anticipated amount of profits by virtue of this Agreement.

20. Disputes & Attorney’s Fees
Any disputes will be handled by local courts, and in any legal action to enforce the terms of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorneys’ fees and costs from the other party or as determined by the courts.

21. Indemnification
Each party (the “Indemnifying Party”) will defend, indemnify, and hold harmless the other party, its subsidiaries and affiliates, and their respective officers, directors, shareholders, employees, and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively “Losses”) with respect to any third-party claims arising out of or related to: (i) any bodily injury (including death) or damage to tangible or real property to the extent caused by the Indemnifying Party’s personnel and, in the case of URBAN POINT, Drivers (or, in the case of the Merchant as the Indemnifying Party, caused by Merchant Items); (ii) any claims that the Indemnifying Party breached its representations, warranties or covenants set forth in this Agreement; (iii) the violation of the intellectual property of the third party by the Indemnifying Party’s logos, trademarks, trade names, menus, documentation, or other intellectual property (collectively, “Materials”). In addition, the Merchant will defend, indemnify and hold harmless URBAN POINT from any and all Losses related to any violation or alleged violation of any applicable retail food or other health and safety code, rule, or regulation related to Merchant Item(s), except to the extent such Losses were caused directly by the gross negligence or willful misconduct of URBAN POINT. In each case the Indemnified Party shall provide the Indemnifying Party with (a) prompt notice of any claims such that the Indemnifying Party is not prejudiced by any delay of such notification, (b) the option to assume sole control over defense and settlement of any claim, and (c) reasonable assistance in connection with such defense and settlement (at the Indemnifying Party’s expense). The Indemnified Party may participate in the defense or settlement of such a claim with counsel of its own choice and at its own expense; however, the Indemnifying Party shall not enter into any settlement agreement that imposes any obligation on the Indemnified Party without the Indemnified Party’s express prior written consent. URBAN POINT assumes no liability, and shall have no liability, for any infringement claim based on the Merchant’s access to and/or use of the URBAN POINT Platform following notice of such an infringement claim; any unauthorized modification of the URBAN POINT Platform by the Merchant; or the Merchant’s combination of the URBAN POINT Platform with third party programs, services, data, hardware, or other materials which otherwise would not result in such infringement claim.

22. Force Majeure
Neither Party shall be liable for any failure nor postponement in performing their obligations under the Agreement, where such failure or postponement results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: cyber piracy and unusual technical fault, power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, pandemics, earthquakes, acts of terrorism, acts of war, governmental action or any other similar event. In any case, the effected party should send a notice to the other party informing him of such Force Majeure

23. Communication & Notices
The Merchant agrees to accept and receive communications from URBAN POINT or Drivers, including via email, text message, calls, and push notifications to the cellular telephone number the Merchant provides to URBAN POINT. 
All notices under the Agreement shall be in writing and be deemed duly given: on the same day when delivered, if delivered by hand during normal business hours of the recipient; or on the same day when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or on the third Business Day following mailing, if sent by post.
All notices under this Agreement shall be sent to the address and the e-mail address of each Party identified in the Letter of Agreement (or as otherwise modified, provided that such modification has been notified to the other Party in accordance with these Terms and Conditions). 

24. Limitation of Liability
IN NO EVENT WILL URBAN POINT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR USE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE RELEVANT URBAN POINT SERVICE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

25. General disclaimer
URBAN POINT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF THE MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. URBAN POINT IS NOT RESPONSIBLE OR OTHERWISE LIABLE (AND MAKES NO REPRESENTATION OR WARRANTY) FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR AVAILABILITY OF ANY SERVICE.