Restaurant Partner Agreement

Current Version: May 23, 2026

Also see: Terms of Service · Privacy Policy · Data Deletion

By creating a restaurant account on TogoPlato or by subscribing to any subscription plan (including the Free plan), the restaurant and its authorized representative ("Restaurant") agree to be bound by this Restaurant Partner Agreement ("Agreement"). This Agreement governs the B2B relationship between Restaurant and Tula Web Design LLC, operating as TogoPlato ("Platform," "we," "our," or "us"). The person who accepts this Agreement represents that they are an authorized representative of the Restaurant with the authority to legally bind it.

This Agreement is in addition to, and incorporates by reference, the General Terms of Service and the Privacy Policy. In the event of a conflict between this Agreement and the General Terms of Service with respect to restaurant owner rights and obligations, this Agreement controls.

1. Definitions

The following terms have the meanings set forth below when used in this Agreement:

1.1 “Agreement”

This Restaurant Partner Agreement, including all documents incorporated herein by reference.

1.2 “Customer”

Any individual who browses a Restaurant's menu, places an Order, or creates a customer account on a Restaurant's TogoPlato subdomain.

1.3 “Effective Date”

The date on which Restaurant first creates a restaurant account on the Platform.

1.4 “Fees”

Collectively, the Subscription Fee (if any) and the Platform Fee charged per Order, as defined in Section 4.

1.5 “Order”

A food or beverage order placed by a Customer through the Platform on behalf of a specific Restaurant.

1.6 “Order Data”

Data collected in connection with an Order, including items ordered, amounts, timestamps, Customer contact and delivery information, and payment status.

1.7 “Platform”

The TogoPlato software-as-a-service platform operated by Tula Web Design LLC, including all features, APIs, the subdomain ordering system, the restaurant dashboard, and any associated services.

1.8 “Platform Fee”

The per-order fee charged by the Platform, calculated as a flat amount plus a percentage of the Order subtotal, as specified by the Restaurant's active Subscription Plan.

1.9 “POS Provider”

A third-party point-of-sale provider (Square, Toast, or Clover) whose integration is available on eligible Subscription Plans.

1.10 “Restaurant Content”

Any content submitted to the Platform by Restaurant or on Restaurant's behalf, including the Menu, photographs, descriptions, Restaurant Marks, pricing, hours, and contact information.

1.11 “Restaurant Marks”

Restaurant's trademarks, service marks, logos, trade names, and other distinctive brand features.

1.12 “Services”

All features and functionality provided by the Platform to Restaurant under the active Subscription Plan, including online ordering, the restaurant dashboard, reporting, POS integration (where available), and customer management tools.

1.13 “Subscription Fee”

The recurring monthly or annual fee charged for the Restaurant's selected Subscription Plan. The Free plan has no Subscription Fee.

1.14 “Subscription Plan”

The service tier (Free, Plus, or Pro) selected by Restaurant, which determines available features, resource limits, and Fee rates.

1.15 “Stripe”

Stripe, Inc., the third-party payment processor used by the Platform for online payment collection and payouts to Restaurant.

1.16 “User”

An employee, contractor, or agent of Restaurant who is authorized by Restaurant to access and use the Platform on Restaurant's behalf.

2. License Grants and Content

2.1 License from Restaurant to Platform

Subject to the terms of this Agreement, Restaurant hereby grants Tula Web Design LLC a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, and reproduce the Restaurant Content and Restaurant Marks for the following purposes:

• Operating, displaying, and promoting Restaurant's storefront on the Platform;
• Processing and fulfilling Orders;
• Marketing and promoting the Platform generally (e.g., listing Restaurant as a powered-by-TogoPlato partner), with Restaurant's prior written consent for individually identifiable promotional materials;
• Providing technical support and troubleshooting related to Restaurant's account.

All goodwill arising from use of the Restaurant Marks inures to Restaurant's benefit. The Platform's right to modify Restaurant Marks is limited to resizing or reformatting to fit the Platform's display requirements.

2.2 Accuracy of Restaurant Content

Restaurant is solely responsible for ensuring that all Restaurant Content is accurate, complete, current, and compliant with applicable laws at all times. This includes, without limitation, menu items, pricing, allergen information, operating hours, and location details. The Platform is not responsible for errors or omissions in Restaurant Content.

2.3 Right to Remove Content

The Platform reserves the right to remove or decline to display any Restaurant Content that, in the Platform's reasonable judgment: (a) violates applicable law; (b) violates these Terms; (c) is false, misleading, or harmful; or (d) poses a safety or legal risk to Customers or the Platform.

3. Account Setup and Maintenance

3.1 Account Creation

Upon creating a restaurant account, Restaurant must provide accurate, complete, and current information, including the legal business name, business address, contact information, and, for paid plans, a valid payment method. Restaurant is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account.

3.2 Authorized Users

Restaurant may authorize Users to access the Platform on its behalf. Restaurant is fully responsible for all acts and omissions of its Users. Restaurant will promptly notify us at support@togoplato.com of any unauthorized access to its account.

3.3 One Account Per Restaurant

Each distinct restaurant business location requires a separate restaurant account and, where applicable, a separate Subscription. Multiple locations may be managed from a single account subject to the location limits of the Restaurant's active Subscription Plan.

3.4 Ongoing Information Requirements

As the Platform's compliance obligations evolve, we may periodically request additional information from Restaurant (e.g., business verification, tax identification numbers, or updated payment details). Failure to provide accurate and timely information may result in restricted access or suspension of Restaurant's account.

4. Subscription Plans and Fees

4.1 Available Plans

The Platform currently offers three Subscription Plans. Plan features and limits are as specified on the Pricing Page, which may be updated from time to time with thirty (30) days' written notice to Restaurant.

Plan details, exact feature limits, and current pricing are governed by the Pricing Page. The table above is a summary; the Pricing Page controls in the event of any discrepancy.

4.2 Platform Fee

For every Order processed through the Platform, the Platform Fee is deducted from the Order proceeds prior to settlement to Restaurant. The applicable Platform Fee rate is determined by Restaurant's active Subscription Plan at the time of the Order.

• Platform Fees are non-refundable unless the underlying Order is fully refunded to the Customer.
• If an Order is partially refunded, the Platform Fee is recalculated against the net settled amount.
• The Platform reserves the right to adjust Platform Fee rates with thirty (30) days' written notice delivered to Restaurant's account email address or via the restaurant dashboard.

4.3 Payment Processing Fees (Stripe)

For all online Orders processed through Stripe (i.e., orders where the Customer pays by card at checkout), Stripe's standard payment processing fees are charged in addition to the Platform Fee. As of the Effective Date, Stripe's fees are 2.9% + $0.30 per transaction, applied to the gross Order amount (subtotal + tax + any applicable fees). These fees are deducted by Stripe before funds are settled and are separate from the Platform Fee retained by Tula Web Design LLC. Stripe may change its fee schedule at any time; current rates are published at stripe.com/pricing. Pay-at-Restaurant orders are not subject to Stripe processing fees.

4.4 Subscription Fee Billing

• The Subscription Fee for paid plans (Plus or Pro) is billed at the start of each billing period (monthly or annual, as selected).
• Annual plans are billed as a single up-front payment covering twelve (12) months.
• Subscription Fees are non-refundable except as required by applicable law or as expressly set forth in this Agreement.
• If a paid subscription payment fails, the Platform will retry the charge. Continued failure may result in downgrade to the Free plan or suspension of Restaurant's account.

4.5 Free Trial

Where a free trial is offered for a paid plan, the trial converts automatically to a paid subscription at the end of the trial period unless Restaurant cancels before the trial expires. No charge is made during the trial period; Restaurant's payment method is charged on the first day following trial expiration.

4.6 Taxes

Restaurant is solely responsible for determining, collecting, reporting, and remitting all applicable sales, use, VAT, GST, and other taxes on Customer Orders. The Platform does not provide tax advice. Subscription Fees may be subject to applicable taxes in Restaurant's jurisdiction; where required by law, the Platform will collect such taxes in addition to the Subscription Fee.

4.7 Plan Upgrades and Downgrades

• Upgrade: Takes effect immediately. The new Platform Fee rate applies to all Orders processed after the upgrade. The Subscription Fee difference is prorated for the remainder of the current billing period.
• Downgrade: Takes effect at the end of the current billing period. Restaurant retains access to the current plan's features until the period ends.

5. Payment Processing

5.1 Stripe Connect (Online Payments — Non-POS Restaurants)

Restaurants that do not use a POS Provider and wish to accept online card payments must connect a Stripe account through the Platform's Stripe Connect onboarding flow. By completing Stripe Connect onboarding, Restaurant agrees to:

• The Stripe Connected Account Agreement, which governs Restaurant's Stripe account.
• Stripe's identity verification and Know Your Customer (KYC) requirements, including providing business and personal identification as required by Stripe and applicable law.

The Platform is not a party to the Stripe Connected Account Agreement and has no liability for Stripe's failure to remit payment to Restaurant. Restaurant's recourse for any Stripe payment disputes is directly against Stripe under the Connected Account Agreement.

5.2 Payout Settlement (Stripe-Processed Orders)

For Orders paid online through Stripe, the Platform deducts the Platform Fee and any applicable refunds from the Order proceeds before routing the net amount to Restaurant's connected Stripe account. Payout timing is subject to Stripe's standard settlement schedule (typically 1–2 business days after Order settlement, subject to Restaurant's bank processing times). The Platform reserves the right to hold payouts in cases of suspected fraud, excessive chargebacks, or pending disputes.

5.3 Pay-at-Restaurant Orders

For Orders where the Customer selects "Pay at Restaurant," no online payment is collected through Stripe. The Platform Fee for such Orders is tracked and invoiced monthly to Restaurant. Restaurant authorizes the Platform to deduct outstanding Pay-at-Restaurant Platform Fees from future Stripe payouts or, where no Stripe account is connected, to invoice Restaurant directly.

5.4 Chargebacks and Disputes

Restaurant is responsible for cooperating with the Platform and Stripe in resolving Customer chargebacks. The Platform may deduct chargeback amounts from Restaurant's future payouts. If the Platform determines, in its reasonable discretion, that a chargeback resulted from Restaurant's negligence, fraud, or failure to fulfill an Order, Restaurant shall reimburse the Platform for the full chargeback amount.

5.5 PCI Compliance

The Platform handles all online payment card data through Stripe and does not store full card numbers on its own servers. The Platform maintains compliance with applicable Payment Card Industry Data Security Standards (PCI-DSS) for the payment flows it controls. Restaurant must not collect, store, or transmit cardholder data except through the Platform's approved payment interface.

6. POS Integration Terms (Plus and Pro Plans)

6.1 Availability

POS integration with Square, Toast, or Clover is available on the Plus and Pro Subscription Plans. The Free plan does not support POS integration.

6.2 Authorization

By connecting a POS Provider through the Platform's OAuth-based integration flow, Restaurant authorizes the Platform to:

• Read and sync Restaurant's menu items, categories, modifiers, and pricing from the POS Provider;
• Write incoming Orders to the POS Provider's order management system;
• Access sales and reporting data from the POS Provider to populate the Platform's reporting features.

6.3 Third-Party POS Terms

Restaurant's use of a POS integration is also governed by the applicable third-party POS Provider's terms of service. By connecting a POS Provider, Restaurant agrees to comply with:

• Square: Square General Terms of Service
• Toast: Toast Platform Terms
• Clover: Clover Terms of Service

The Platform is not a party to these agreements. Restaurant is solely responsible for maintaining its relationship with the POS Provider and for any costs, fees, or obligations arising under those agreements.

6.4 POS Payment Settlement

When a Restaurant is connected to a POS Provider and orders are settled through the POS payment system (not through Stripe), the Platform Fee is not automatically deducted from payment proceeds. Instead, the Platform Fee is tracked monthly and invoiced to Restaurant via a Delivery Settlement Invoice. Restaurant is responsible for paying such invoices promptly.

6.5 POS OAuth Credentials

The Platform stores POS OAuth access tokens in encrypted form and uses them solely to provide the POS integration features described above. Upon termination or disconnection of the POS integration, the Platform will revoke and delete stored credentials within a commercially reasonable time.

7. Delivery Services

7.1 Overview

The Platform supports two types of delivery fulfillment: Self-Delivery, where Restaurant dispatches its own staff or drivers, and Third-Party Delivery, where delivery is fulfilled by an integrated third-party courier network. Both modes are optional and require an eligible Subscription Plan as described in Section 4.1. Restaurant may also operate on a pickup-only basis without enabling any delivery option.

7.2 Self-Delivery (Plus and Pro Plans)

Self-Delivery is available on the Plus and Pro Subscription Plans. When Restaurant enables Self-Delivery:

• Restaurant dispatches its own employees or contracted drivers to fulfill delivery Orders.
• Restaurant configures delivery zones, delivery hours, minimum order amounts, and any delivery fee charged to Customers directly in the Platform dashboard.
• Restaurant is solely responsible for all delivery-related operations, including driver licensing, vehicle registration, insurance coverage, worker classification under applicable employment and labor laws, food safety during transit, and any incident, injury, or loss occurring during delivery.
• The Platform is not a party to the delivery transaction and assumes no liability for late, failed, incomplete, or unsafe Self-Delivery fulfillments.

7.3 Third-Party Delivery (Pro Plan)

Third-Party Delivery dispatch is available on the Pro Subscription Plan. When Restaurant enables Third-Party Delivery, Orders are routed to an integrated third-party courier network for on-demand driver dispatch. The Platform currently integrates with:

• Uber Direct — on-demand same-day delivery via Uber’s courier network.
• DoorDash Drive (planned) — availability will be announced in the restaurant dashboard when live.

By enabling a Third-Party Delivery integration, Restaurant agrees to comply with the applicable provider’s terms of service. The Platform is not a party to those agreements, and Restaurant is solely responsible for all obligations arising thereunder.

7.4 Third-Party Delivery Fees

Third-party delivery providers charge a per-delivery fee (the “Third-Party Delivery Fee”) based on factors such as delivery distance, order size, and market rates. Third-Party Delivery Fees are separate from and in addition to the Platform Fee and Stripe processing fees described in Sections 4.2 and 4.3. Restaurant may configure how the Third-Party Delivery Fee is treated for each Order in its dashboard by selecting one of the following options:

Pass to Customer

The full Third-Party Delivery Fee is added to the Customer’s checkout total as a delivery charge. The Customer pays the fee at checkout.

Absorb

Restaurant bears the full Third-Party Delivery Fee. No delivery charge is shown to the Customer at checkout.

Split

Restaurant and Customer share the Third-Party Delivery Fee at a split percentage configured by Restaurant in the dashboard. The Customer’s portion appears as a delivery charge at checkout; Restaurant absorbs the remainder.

Regardless of the fee treatment chosen, the Platform Fee is calculated on the Order subtotal and is not reduced or waived on account of any Third-Party Delivery Fee. The Platform may advance Third-Party Delivery Fees on Restaurant’s behalf and collect the corresponding amount by deduction from future Stripe payouts or, where no Stripe account is active, via monthly invoice.

7.5 Delivery Disputes and Liability

• The Platform is not responsible for lost, stolen, delayed, or damaged deliveries caused by Restaurant’s own drivers (Self-Delivery) or by a third-party courier network (Third-Party Delivery).
• Disputes regarding Third-Party Delivery performance — such as a courier failing to pick up an Order, late arrival, or damaged goods — must be directed to the applicable delivery provider through their merchant support channels.
• In the event of a Customer complaint arising from a delivery failure, the Platform may facilitate communication between the parties but does not guarantee refunds and does not make final determinations on delivery claims.
• Restaurant acknowledges that third-party delivery providers are independent contractors and that the Platform does not control, supervise, or employ such providers’ drivers.

8. Restaurant Obligations

8.1 Legal Authorization

Restaurant represents and warrants that it is legally authorized to operate the food service business it registers on the Platform, and that it holds all required business licenses, permits, and health certifications required in its jurisdiction.

8.2 Menu Accuracy and Pricing

• Restaurant must ensure that all menu items, descriptions, photographs, and prices are accurate, current, and not misleading.
• Prices on the Platform must be equal to or lower than the prices Restaurant charges through its other ordering channels for the same items.
• Restaurant must promptly update the Platform menu if items are unavailable, prices change, or descriptions are inaccurate.
• Restaurant is solely responsible for allergen and dietary information disclosed to Customers.

8.3 Order Fulfillment

• Restaurant is solely responsible for accepting, preparing, and fulfilling all Orders placed through the Platform.
• Restaurant must process Orders in a timely, accurate, and lawful manner.
• Restaurant must notify Customers promptly of any Order cancellation, delay, or inability to fulfill, using the Platform's notification tools.
• Restaurants offering delivery must ensure adequate packaging, appropriate food handling standards, and timely dispatch.

8.4 Food Safety and Compliance

• Restaurant is solely responsible for compliance with all applicable food safety, health, and sanitation laws and regulations.
• Restaurant must hold all permits and certifications required by its jurisdiction for the preparation, handling, and sale of food and beverages.
• If Restaurant offers alcohol for sale through the Platform, Restaurant is solely responsible for compliance with all applicable alcohol licensing laws, including age verification at the point of delivery or pickup.
• Restaurant may not list or sell tobacco, nicotine products, or controlled substances through the Platform.

8.5 Tax Compliance

Restaurant is responsible for correctly configuring applicable sales tax rates in its restaurant dashboard and for remitting all taxes on Orders to the appropriate taxing authorities. The Platform provides tax collection tooling as a convenience; it does not constitute tax advice or guarantee regulatory compliance.

8.6 Prohibited Uses

Restaurant must not use the Platform to:

• Violate any applicable law or regulation;
• Engage in fraudulent activity, including submission of false Order data or manipulation of the Platform's systems;
• Circumvent, disable, or interfere with the Platform's security features or payment systems;
• Harvest or collect Customer personal data for purposes outside of fulfilling Orders;
• Resell or sublicense access to the Platform to any third party;
• Engage in any activity that disparages the Platform or its operators.

9. Data Ownership and Privacy

9.1 Joint Ownership of Order Data

Order Data is jointly owned by Restaurant and the Platform. Each Party may use Order Data for internal business operations, Platform improvement, reporting, and other lawful purposes, in compliance with applicable privacy and data protection laws. Neither Party may "sell" Order Data (as that term is defined under applicable privacy laws) to third parties.

9.2 Restaurant's Use of Customer Data

Restaurant may use Customer personal data contained in Order Data solely for the purpose of fulfilling Orders and communicating with Customers about their Orders. Restaurant may not use Customer data for unrelated marketing, share it with third parties for their independent use, or sell it to data brokers.

9.3 Platform Data Practices

The Platform's collection, use, and protection of personal data is described in the Privacy Policy, which is incorporated into this Agreement by reference.

9.4 Security Incident Notification

If Restaurant becomes aware of any unauthorized access to, or disclosure of, Customer personal data originating from Restaurant's systems or actions, Restaurant must notify the Platform at support@togoplato.com without undue delay and in no event later than seventy-two (72) hours after becoming aware of the incident. Restaurant must cooperate with the Platform in investigating and remediating the incident.

9.5 Data After Termination

Upon termination of Restaurant's account, the Platform will retain Order Data as required by law and its Data Deletion Policy. Restaurant may request an export of its Order Data within thirty (30) days of account closure by contacting support@togoplato.com.

10. Intellectual Property

10.1 Platform Ownership

Tula Web Design LLC owns and retains all right, title, and interest in and to the Platform, including all software, design, features, functionality, trademarks, and aggregated anonymized data. Restaurant acquires no ownership rights in the Platform by virtue of this Agreement. Restaurant is granted a limited, non-exclusive, non-transferable license to access and use the Platform during the Term solely for the purposes described in this Agreement.

10.2 Restaurant Ownership

Restaurant owns and retains all right, title, and interest in and to the Restaurant Content and Restaurant Marks. The Platform acquires no ownership rights in Restaurant Content beyond the license granted in Section 2.1.

10.3 Feedback

If Restaurant submits suggestions, ideas, or feedback about the Platform ("Feedback"), Restaurant grants the Platform a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback into the Platform without restriction or compensation.

11. Term, Termination, and Suspension

11.1 Term

This Agreement begins on the Effective Date and continues until terminated by either Party in accordance with this Section.

11.2 Termination by Restaurant

• Free plan: Restaurant may terminate this Agreement at any time by closing its account through the account settings or by contacting support@togoplato.com.
• Monthly paid plans (Plus or Pro): Restaurant may cancel at any time; cancellation takes effect at the end of the current billing month. No refund is issued for unused days in the current period.
• Annual paid plans (Plus or Pro): Restaurant may cancel at any time; cancellation takes effect at the end of the current annual term. No partial-year refunds are issued unless required by applicable law.

11.3 Termination by Platform for Cause

The Platform may terminate this Agreement immediately upon written notice to Restaurant if:

• Restaurant materially breaches this Agreement and fails to cure such breach within five (5) business days of written notice;
• Restaurant engages in fraudulent, illegal, or deceptive activity in connection with the Platform;
• Restaurant violates applicable food safety, licensing, or consumer protection laws;
• Restaurant sells or attempts to sell tobacco, nicotine, alcohol (without required licenses), or controlled substances through the Platform in violation of applicable law;
• Restaurant's continued operation on the Platform poses a material risk to Customers, the Platform, or third parties.

11.4 Termination by Platform for Convenience

The Platform may terminate this Agreement or discontinue any feature or Service with thirty (30) days' prior written notice to Restaurant for any reason or no reason. In such case, the Platform will issue a pro-rated refund of any prepaid Subscription Fee for the unused portion of the then-current billing period.

11.5 Suspension

The Platform may suspend Restaurant's account (with or without prior notice depending on the severity) if:

• A Subscription Fee payment fails and is not resolved within a reasonable cure period;
• Platform Fees, POS settlement invoices, or chargeback reimbursements remain outstanding;
• The Platform reasonably believes Restaurant, its Customers, or a third party is engaged in fraudulent, illegal, or harmful activity;
• Required from the Platform to protect the security or integrity of the Platform or its users.

Suspension will remain in effect until the underlying issue is resolved to the Platform's satisfaction.

11.6 Effect of Termination

Upon termination:

• Restaurant's access to the Platform ceases immediately (or at the end of the current billing period for Restaurant-initiated cancellations on paid plans).
• All outstanding Fees become immediately due and payable.
• The Platform will settle any pending payouts to Restaurant's connected Stripe account after deducting outstanding Fees, chargebacks, and Platform Fees owed.
• Restaurant must cease using any Platform-provided widgets, embed codes, or integrations installed on Restaurant's own website.
• Data retention following termination is governed by the Data Deletion Policy.

11.7 Survival

The following sections survive termination: Section 1 (Definitions), Section 2.1 (to the extent of residual licenses for pre-termination content), Section 7 (Delivery Services — outstanding fee obligations), Section 9 (Data Ownership and Privacy), Section 10 (Intellectual Property), Section 12 (Representations and Warranties), Section 13 (Disclaimer), Section 14 (Limitation of Liability), Section 15 (Indemnification), and Section 16 (Miscellaneous Provisions).

12. Representations and Warranties

12.1 Mutual

Each Party represents and warrants that:

• It has full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;
• This Agreement does not conflict with any other agreement binding on it.

12.2 Restaurant's Additional Representations

Restaurant represents, warrants, and covenants that:

• All information provided to the Platform is and will remain accurate, complete, and current;
• Restaurant is duly organized and validly operating under applicable law;
• Restaurant holds all licenses, permits, and authorizations required to operate its restaurant business and fulfill Orders in its jurisdiction;
• Restaurant Content does not infringe any third party's intellectual property rights, rights of publicity, or privacy rights;
• Restaurant has obtained all third-party clearances required in connection with the Platform's use of the Restaurant Content;
• Restaurant will comply with all applicable federal, state, and local laws and regulations in connection with its use of the Platform and fulfillment of Orders.

13. Disclaimer

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TULA WEB DESIGN LLC MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM OR SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

THE PLATFORM MAKES NO GUARANTEE REGARDING THE REVENUE OR ORDER VOLUME RESTAURANT MAY EARN THROUGH THE PLATFORM. THE PLATFORM IS NOT RESPONSIBLE FOR THIRD-PARTY SERVICES (INCLUDING STRIPE, SQUARE, TOAST, CLOVER, OR DELIVERY PROVIDERS) AND MAKES NO WARRANTIES REGARDING THEIR PERFORMANCE, RELIABILITY, OR AVAILABILITY.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TULA WEB DESIGN LLC BE LIABLE TO RESTAURANT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PLATFORM, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND REGARDLESS OF WHETHER TULA WEB DESIGN LLC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TULA WEB DESIGN LLC'S TOTAL AGGREGATE LIABILITY TO RESTAURANT FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF:

• (A) THE TOTAL SUBSCRIPTION FEES PAID BY RESTAURANT TO THE PLATFORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
• (B) ONE HUNDRED DOLLARS ($100.00 USD).

THE FOREGOING LIMITATIONS DO NOT APPLY TO DAMAGES ARISING FROM TULA WEB DESIGN LLC'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15.

15. Indemnification

15.1 Indemnification by Restaurant

Restaurant shall indemnify, defend, and hold harmless Tula Web Design LLC and its officers, directors, employees, contractors, and agents (collectively, "Indemnitees") from and against any and all claims, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising from or related to:

• Restaurant's breach of any representation, warranty, or obligation under this Agreement;
• Restaurant's violation of any applicable law or regulation;
• Any claim by a Customer or third party arising from an Order, including food safety incidents, allergic reactions, food-borne illness, or failure to fulfill an Order;
• Restaurant's use of a POS Provider or third-party delivery service in violation of their terms of service or applicable law;
• Any infringement of a third party's intellectual property rights by the Restaurant Content or Restaurant Marks.

15.2 Indemnification by Platform

The Platform shall indemnify, defend, and hold harmless Restaurant and its officers, directors, and employees from and against any Losses arising from a third-party claim that the Platform software, as provided to Restaurant and used in accordance with this Agreement, infringes any third party's intellectual property rights, excluding claims arising from Restaurant Content.

15.3 Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim that imposes obligations or restrictions on the indemnified party without prior written consent); and (c) provide reasonable cooperation to the indemnifying party in the defense of the claim.

16. Miscellaneous Provisions

16.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the state in which Tula Web Design LLC is registered, without regard to its conflict of law provisions.

16.2 Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the dispute in good faith through direct negotiation. If the dispute is not resolved within thirty (30) days, it shall be submitted to binding arbitration conducted by a recognized arbitration body in the jurisdiction of Tula Web Design LLC's principal place of business, with costs shared equally between the Parties unless the arbitrator awards costs otherwise.

16.3 Class Action Waiver

ALL CLAIMS AND DISPUTES MUST BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S OR ENTITY'S CLAIMS.

16.4 Independent Contractors

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, employment, or agency relationship between Restaurant and the Platform. Neither Party has authority to bind the other.

16.5 Entire Agreement; Modifications

This Agreement, together with the General Terms of Service and Privacy Policy, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. The Platform may modify this Agreement by posting an updated version to togoplato.com/restaurant-agreement/ and providing thirty (30) days' advance notice via the restaurant dashboard or account email. Continued use of the Platform after the effective date of modifications constitutes acceptance. Restaurant may not modify this Agreement except by a written instrument signed by an authorized representative of Tula Web Design LLC.

16.6 Assignment

Restaurant may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Tula Web Design LLC. Tula Web Design LLC may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder. Any purported assignment in violation of this Section is void.

16.7 Severability

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

16.8 Waiver

No failure or delay by either Party to exercise any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

16.9 Notices

Notices to the Platform must be sent by email to support@togoplato.com or by mail to Tula Web Design LLC at its registered business address. Notices to Restaurant will be delivered to the email address associated with Restaurant's account and are deemed received twenty-four (24) hours after sending.

16.10 Force Majeure

Neither Party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government actions, internet outages, or third-party service provider failures. The affected Party must provide prompt notice and use commercially reasonable efforts to resume performance as soon as practicable.

17. Contact

Questions about this Agreement? Contact us at:

Tula Web Design LLC — operating as TogoPlato
support@togoplato.com
Contact Form