Merchant Terms of Service

BEFORE YOU USE THE GOGOGUEST PLATFORM:  DATA MANAGEMENT, GUEST ENGAGEMENT, EXPRESS COMMERCE (PICK-UP), PARTNER INTEGRATIONS PRODUCTS AND PROFESSIONAL SERVICES  PLEASE READ THESE TERMS OF SERVICE (“TERMS OF SERVICE”) CAREFULLY. BY EXECUTING THE ORDER FORM OR SIGN-UP SHEET  WITH GOGOGUEST OR USING THE PLATFORM, YOU, ANY ENTITIES THAT YOU REPRESENT AS STATED IN THE ORDER FORM OR SIGN-UP SHEET AND ALL OF YOUR PARTICIPATING MERCHANT LOCATIONS ("YOU" OR "MERCHANT") AGREE TO BE BOUND BY THESE TERMS OF SERVICE IN ADDITION TO THE TERMS ON YOUR ORDER FORM OR SIGN-UP SHEET OR EXPRESS COMMERCE ORDER. GOGOGUEST MAY REVISE THESE TERMS FROM TIME TO TIME. WE WILL NOTIFY YOU 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.

SECTION 11 (GOVERNING LAW & DISPUTE RESOLUTION) OF THE TERMS OF SERVICE CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SECTION 13 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION AGREEMENT COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING PROPOSED CLASS ACTION LITIGATION. PLEASE SEE SECTION 10 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

BY ENTERING INTO THESE TERMS OF SERVICE WITH GOGOGUEST, YOU AGREE TO COMPLY WITH APPLICABLE LOCAL LAWS AND GUIDELINES. ADDITIONALLY, YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU MAY BE WAIVING YOUR RIGHTS AND OPTING OUT OF FEE LIMITS UNDER CERTAIN LAWS. 

These Terms of Service, together with the Order Form or Sign-Up Sheet, and other attachments or exhibits hereto, (the “Agreement”) between GoGoGuest and Merchant are effective as of the date that you enter into the Order Form or Sign-Up Sheet with GoGoGuest. In the event of a conflict between any of the terms in this Terms of Service, and/or the Order Form or Sign-Up Sheet.

PREAMBLE.GoGoGuest provides a suite of products, services, and technology solutions to enable merchants to grow their businesses, including customer data management, guest engagement (email marketing and SMS marketing), and serving as an online ordering sales channel for pick-up orders, among others. Merchants are full service restaurants, fast-casual restaurants, coffee shops, bars and breweries, and/or businesses that sell products to consumers. GoGoGuest and Merchant wish to enter into a partnership pursuant to the terms set forth in this Agreement.  Merchant may opt-in into certain GoGoGuest Products by entering into the applicable Product Addendum.  This Agreement applies to all Merchant locations operated by Merchant, unless excluded in an attached exhibit or mutually agreed in writing. For Merchants operating a franchisee or similar structure, please refer to Addendum A, Franchisee Agreement.

1. ELIGIBILITY TO USE THE SERVICES

Compliance with Laws.  Merchants are responsible for complying with all laws and regulations in the country in which you live when you access and use the Products or Services.  You agree to use the Services only in compliance with these Terms and applicable law, and in a manner that does not violate our legal rights or those of any third party.

Age Requirements.  The Products or Services are not intended for users under 18 years of age.  By accessing or using the Products or Services, you represent that you are at least 18 years of age.

2. OPERATING PROCEDURES.

2.1. GoGoGuest Responsibilities. GoGoGuest will perform the obligations listed in the applicable Order Form or Sign-Up Sheet.

2.2. Merchant Responsibilities. Merchant will: (a) perform the obligations listed in the applicable Product Addenda; (b) notify GoGoGuest of its days and hours of operation, including on holidays; and (c) notify relevant Merchant Location staff members of the relationship with GoGoGuest, and train staff members on receiving and fulfilling GoGoGuest Orders as soon as practicable upon execution of this Product Addendum and on an ongoing basis.

2.3. Malware. Each Party agrees not to perform any action with the intent of introducing to the other Party’s systems, products or services (including the applicable GoGoGuest Product and/or Merchant Application) any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.

2.4. Hours of Operation. GoGoGuest will push marketing messages and process Orders during the operating hours for the applicable GoGoGuest Product, which may vary by Merchant Location.

2.5. Modifications. GoGoGuest reserves the right, at its sole discretion, to change, suspend, or discontinue any GoGoGuest Product (including the availability of any guest engagement or content).  Merchant shall not list or include any Merchant Products or Locations that subject GoGoGuest to undue regulatory risk, health and safety risk, or other liability. Any such Merchant Products or Locations are subject to removal by GoGoGuest. If applicable, GoGoGuest may, at its sole discretion, remove any Merchant from the GoGoGuest Product, if GoGoGuest determines that such brand concept does not meet and maintain certain eligibility requirements as communicated by GoGoGuest, provided, however, that GoGoGuest shall use commercially reasonable efforts to inform Merchant of such removal.

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3. PAYMENTS. Merchant agrees to pay the Fee(s) as agreed in the Product Addendum and as described in the Rate Card for the applicable GoGoGuest  Product. Except as expressly set forth in this Agreement, each Party is responsible for its own costs. Merchant agrees to communicate to GoGoGuest  any Dispute, disagreement, or issue with a transaction, Fee, or Order, including those made in connection with fraudulent transactions or payments, within fourteen (14) days of the applicable transaction, Fee, or Order.

4. TAXES. Merchant is responsible for all taxes, duties, and other governmental charges on the sale of Merchant Products under this Agreement, and remitting such taxes, duties, and other governmental charges to the appropriate authorities. 

5. LICENSE.

5.1 Ownership of Our Products and Content.  GoGoGuest is  the sole and exclusive copyright owners of the Products, Services and our Content, including, but not limited to, visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, reports, analytics and other usage-related data in connection with activities associated with your account and all other elements and components of the Products or Services excluding third party content (“Our Content”).  GoGoGuest also exclusively own the copyrights, trademarks, service marks, logos, trade names, trade dress and other intellectual and proprietary rights throughout the world (the “IP Rights”) associated with the Services and Our Content, which may be protected by copyright, patent, trademark and other applicable intellectual property and proprietary rights and laws.  Merchants acknowledge that the Products and Services contain original works that have been developed, compiled, prepared, revised, selected, and arranged by us and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of us and such others.  Merchants  agree to protect our proprietary rights and the proprietary rights of all others having rights in the Products or Services during and after the term of this agreement. To the fullest extent permitted by applicable law, we neither warrant nor represent that your use of materials displayed on the Services will not infringe rights of third parties not owned by or affiliated with us. You agree to immediately notify us upon becoming aware of any claim that the Services infringe upon any copyright, trademark, or other contractual, intellectual, statutory, or common law rights by contacting us using the information below.

5.2 Your License to Our Content.   We grant you, the Merchant a nonexclusive, non-transferable, revocable, limited license to view, copy, print and distribute Our Content only for your personal, noncommercial use; however, you may not remove or obscure any copyright notice, trademark notice, or other proprietary rights notices displayed on, or in conjunction with, Our Content. Any violation by you of the license provisions contained in this section may result in the immediate termination of your right to use the Services, as well as potential liability for copyright or other IP Rights infringement depending on the circumstances.

5.3. Use of GoGoGuest Products and Services. During the Term, GoGoGuest grants to Merchant a non-exclusive, royalty-free, non-assignable, non-transferable, non-sublicensable, revocable, limited, and fully paid-up license to access the GoGoGuest Products solely to transmit information to facilitate pick up in accordance with the terms of this Agreement. GoGoGuest owns and retains all rights, title, and interest in GoGoGuest IP.

5.4. GoGoGuest Product Restrictions. Without limiting the generality of these Terms, in using the Services, you specifically agree not to engage in any activity that, in our sole discretion:

Merchant will not and will not permit or authorize any third party to: (a) sell, license, rent, resell, lease, assign (except as permitted herein), transfer, or otherwise commercially exploit the GoGoGuest Product; (b) circumvent or disable any security or other technological features or measures of, or otherwise gain or attempt to gain unauthorized access to the GoGoGuest Product; (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure, or organization of the GoGoGuest Product unless such actions are authorized by compulsory provisions of applicable law; (d) use the GoGoGuest Product in any manner or for any purpose that violates any Law; and (e) use the GoGoGuest Product for a reason other than as specifically provided or intended under this Agreement, including but is not limited to:

Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;

Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;

Is illegal, or violates any federal, state, or local law or regulation;

Attempts to impersonate another person or entity;

Falsely states, misrepresents, or conceals your affiliation with another person or entity;

Accesses or uses the account of another user without permission;

Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;

Interferes with, disrupts, or destroys the functionality or use of any features of the Services or the servers or networks connected to the Services;

“Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;

Decompiles, reverse engineers, disassembles or otherwise attempts to derive source code from the Services;

Removes, circumvents, disables, damages or otherwise interferes with security-related features, or features that enforce limitations on use of, the Services;

Violates the restrictions in any robot exclusion headers on the Services, if any, or bypasses or circumvents other measures employed to prevent or limit access;

Collects, accesses, or stores personal or private information about other users;

Modifies, copies, scrapes or crawls, displays, publishes, licenses, sells, rents, leases, lends, transfers or otherwise commercialize any rights to the Services or Our Content; or

Attempts to do any of the foregoing.

If you believe content on the Products Services violates the above restrictions, please contact us via the information provided below. You acknowledge that we have no obligation to monitor your – or anyone else’s – access to or use of the Services for violations of the Terms of Service, or to review or edit any content. However, we have the right to do so for the purpose of operating and improving the Products and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with the Terms of Service and to comply with applicable law or the order or requirement of legal process, a court, consent decree, administrative agency or other governmental body.

5.5. Merchant Content and Trademark; Photographs of Merchant Products.

5.5.1. Merchant grants to GoGoGuest a royalty-free, non-exclusive, limited, revocable, and non-transferable right and license to use and display the Merchant Content in the provision of services to Merchant, including, where applicable, listing Merchant as a merchant on the GoGoGuest Product, referencing Merchant as a GoGoGuest partner, promoting GoGoGuest’s products and services, and sharing Merchant Content with third parties, including third party services which enable GoGoGuest Customers to access GoGoGuest Products (including its web pages) for Orders.

5.5.2. If photographs of Merchant Products are not available or if they do not meet GoGoGuest’s requirements, as reasonably determined by GoGoGuest, then Merchant consents to GoGoGuest: (ii) enhancing the quality of Merchant’s existing photographs; (ii) using stock photographs of the Merchant Products or other products; and/or (iii) using photographs from Merchant’s website or social media channels, and displaying such photographs on the applicable GoGoGuest Product as representations of Merchant Products; provided that Merchant may contact GoGoGuest support to have such photographs removed from the Merchant’s store listing and, in such event, GoGoGuest will comply in a timely manner.

5.6. Goodwill. If Licensee, in the course of performing this Agreement, acquires any goodwill or reputation in any of the Marks, all such goodwill or reputation will automatically vest in Licensor: (a) when and as such acquisition of goodwill or reputation occurs; (b) at the expiration or termination of this Agreement; and (c) without any separate payment or other consideration of any kind to Licensee. Licensee agrees to take all such actions reasonably necessary to effect such vesting. Licensee will not contest the validity of any of the Marks or Licensor’s exclusive ownership of them. During the Term, Licensee will not adopt, use or register, whether as a corporate name, trademark, service mark, or other indication of origin, any of the Marks or any word or mark confusingly similar to them in any jurisdiction. As it pertains to GoGoGuest, GoGoGuest’s parent company (if applicable) may be considered a “Licensor” hereunder.

5.7. Feedback.Merchant may provide GoGoGuest with Feedback. Merchant hereby grants and agrees to grant GoGoGuest all rights, title, and ownership of such Feedback on an unrestricted basis.

5.8. Third-Party Integrations, Content, Links and Advertisements

Some of the content available through the GoGoGuest Products or Services may include or link to materials that belong to third parties. A merchant may choose to authorize GoGoGuest to access their data from third-party sources for the use of guest WiFi,  cleaning,  organization and the understanding of data from third-party integrations that a Merchant has connected or authorized for GoGoGuest to access.  Please note that a Merchant’s  use of such third party services will be governed by the terms and privacy policy applicable to the corresponding third party. GoGoGuest  encourages Merchants to review the third party’s applicable policies and contact the third party, if you have questions.  GoGoGuest has no control over, and makes no representation or endorsement regarding the accuracy, legality, completeness, or quality of any product, services, advertisements and other content appearing in or linked to from the Services.

5.9 Modifications to Products and Services

GoGoGuest reserves the right to modify, suspend, or discontinue all or any part of the Products and Services at any time. Under no circumstances will we be held liable for any damages due to such interruptions or lack of availability. Upgrades or updates of the Products and Services may be made available from time to time. We do this to improve the quality of the Products and Services that we provide to Merchants and other users.

6. TERM AND TERMINATION.

6.1. Term. The Agreement will begin on the Effective Date and continue until terminated in accordance with this Agreement, or once all Product Addenda hereunder have terminated or expired, whichever is earlier.

6.2. Termination. Merchant may terminate this Agreement or any Product Addendum for any reason at any time upon thirty (30) days’ prior written notice to GoGoGuest unless otherwise stated in the Order Form. GoGoGuest may terminate this Agreement or any Product Addendum for any reason at any time upon written notice. Either Party may terminate this Agreement effective 30-days after notice unless otherwise stated in the Order Form , (a) in the event of a material breach by the other Party or (b) if the other Party ceases to do business, becomes insolvent, or seeks protection under any bankruptcy or comparable proceedings. If either Party terminates the Agreement, all Product Addenda shall automatically terminate.

6.3. Survival. Sections 3 (Payments), 4 (Taxes), 5 (License), 6 (Term and Termination), 7 (Representations and Warranties), 8 (Indemnification), 9 (Limitation of Liability), 10 (Confidentiality), 11 (Data Privacy and Security), 13 (Governing Law, Arbitration, Class Action Waiver), and 14 (Miscellaneous) and rights and obligations in this Agreement which, by their nature, should (or by their express terms do) survive or extend beyond the termination or expiration of this Agreement, shall so survive and extend.

7. REPRESENTATIONS, WARRANTIES, AND WAIVERS.

7.1. Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has the full right, power, and authority to enter into and perform its obligations under this Agreement, including any Product Addendum; (b) its performance of its obligations under this Agreement will not result in a breach of any obligation to any third party; (c) such Party’s Marks and materials owned, licensed, developed or used in performance of this Agreement do not knowingly infringe or violate any third-party intellectual property right; (d) it will obtain any necessary permits, consents, certificates, approvals, inspections, releases, authorizations, and licenses and/or file any registration forms (if any) in connection with performing its obligations under this Agreement; and (e) it will comply with all applicable law, regulations, and rules in operating its business and performing its responsibilities hereunder (including, if applicable to Merchant, all such Laws regarding health, food safety, sanitation, food packaging and labeling, including required consumer-facing warnings and calorie information).

7.2. Merchant. Merchant represents and warrants that: (a) it will offer products or services on the GoGoGuest platform that are available for pick-up at a Merchant location; (b) if applicable, it will disclose common allergens in any Merchant Products items listed on or sold through the GoGoGuest Product; (c) it will not include any products that are restricted by GoGoGuest (“Restricted Items”) as a Merchant Product available on a GoGoGuest Product, or request pick-up of any Restricted Items through the GoGoGuest Product, (d) it will comply with the guidelines GoGoGuest publishes that govern any Merchant Content posts on the applicable GoGoGuest Product or Curated Picker; and (e) it shall not use the GoGoGuest Products for any purpose that is detrimental to GoGoGuest or the GoGoGuest Product. The list of Restricted Items is available at Merchant Platform Restricted Items and is updated by GoGoGuest from time to time.

7.3. Disclaimer Warranties.  MERCHANT ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GOGOGUEST, AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, AND LICENSORS (“GoGoGuest PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE OF THEM. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE GOGOGUEST PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS THAT THE SERVICES HAVE BEEN AND WILL BE PROVIDED WITH DUE SKILL, CARE AND DILIGENCE, THAT YOU WILL OBTAIN ANY SPECIFIC RESULTS THROUGH USE OF THE SERVICES, OR THAT THE SERVICE’S CONTENT IS ACCURATE OR COMPLETE.  THE GoGoGuest PARTIES ASSUME NO RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES THROUGH THE ACTIONS OF ANY THIRD PARTY, (VI) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SERVICES AND/OR (VII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, SENT VIA SMS, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

NON-INFRINGEMENT. Merchant acknowledges that the operation of the GoGoGuest Product may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and GoGoGuest shall not be responsible to 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 GoGoGuest Product or Services. 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.

7.4. Compliance with Local Laws; Waivers. Each Party agrees to comply with applicable local laws and guidelines (“Local Laws”) currently in effect or enacted in the future. To the extent that Merchant avails of the GoGoGuest Products in jurisdictions where industry specific Local Laws apply, Merchant agrees that all such Local Laws.  Merchant acknowledges that Merchant has read and understood all applicable Waivers. This list is non-exhaustive and it shall be each Party’s responsibility to identify and comply with any additional laws that apply to their operations.

7.5. Remedies. In the event of a breach of Section 7.1(c), the non-breaching Party’s sole remedy, and the breaching Party’s sole liability, is indemnification pursuant to Section 8.1.

8. INDEMNIFICATION.

8.1. Indemnification. Merchant agrees to indemnify, defend, and hold harmless the GoGoGuest Parties from and against any third party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by us arising as a result of, or in connection with: (i) your unauthorized use of the Products and Services, or products or services included or advertised in the Products or Services; (ii) your access to and use of the Products or Services; (iii) your violation of any rights of another party; or (iv) your breach of these Terms. We retain the exclusive right to settle, compromise and pay, without your prior consent, any and all claims or causes of action which are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

9. LIMITATION OF LIABILITY.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE GOGOGUEST PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVERS, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (VI) ANY LOSS OF YOUR DATA OR CONTENT FROM THE SERVICES (VII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE GOGOGUEST PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND/OR (VIII) THE DISCLOSURE OF INFORMATION PURSUANT TO THESE TERMS OR OUR PRIVACY POLICY. DESPITE THE ABOVE, OUR TOTAL LIABILITY TO YOU FOR ANY CAUSE OF ACTION YOU TAKE AGAINST US WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNT YOU HAVE PAID TO US IN THE LAST TWELVE (12) MONTHS, IF ANY, whichever is greater.

9.1. Franchisees. For Merchants operating a franchise or similar structure, this limitation of liability applies to all Merchant Locations and all franchisees cumulatively and not individually.

10. TERMINATION OF YOUR ACCESS TO THE SERVICES

You can terminate your use of the Products or Services at any time by ceasing further use of the Products or Services. We may terminate your use of the Products or Services and deny you access to the Products or Services in our sole discretion for any reason or no reason, including your violation of these Terms. You agree that any termination of your access to the Services may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and/or bar any further access to your account or the Services. You agree that we shall not be liable to you or any third party for the discontinuation or termination of your access to the Services.

11. ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION 10 CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

“Disputes” are defined as any claim, controversy, or dispute between you and GoGoGuest, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), including any claims relating in any way to these Terms or the Services, or any other aspect of our relationship.

You and GoGoGuest agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

11.1. Initial Dispute Resolution. Most Disputes can be resolved without resort to arbitration. If you have any Dispute with us, you agree that before taking any formal action, you will contact us at legal@GoGoGuest.com, and provide a brief, written description of the dispute and your contact information. The parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with one another, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

11.2. Binding Arbitration. Except as provided herein, if we cannot resolve a dispute informally, any dispute will be resolved only by binding arbitration in San Francisco, CA or another location that we have both agreed to, and not in courts of general jurisdiction. The arbitration will be conducted under the rules of JAMS that are in effect at the time the arbitration is initiated (referred to as the “JAMS Rules”) and under the rules set forth in these Terms. If there is a conflict between JAMS Rules and the rules set forth in these Terms, the rules set forth in these Terms will govern. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to your state’s law.

If you decide to initiate arbitration on behalf of the company or legal entity you represent, you will be required to pay the arbitration initiation fee as well as any additional deposit required by JAMS to initiate your arbitration. You also agree to pay the costs of the arbitration proceeding. Other fees, such as attorney’s fees and expenses of travel to the arbitration, will be paid in accordance with JAMS Rules. To start an arbitration, you or we must do the following things:

Write a Demand for Arbitration. The demand must include a description of the Claim and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at www.jamsadr.com.

Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to: JAMS, Two Embarcadero Center, Suite 1500, San Francisco, CA 94111; (415) 774-2609.

Send one copy of the demand for arbitration to us at the U.S. mailing address listed below. We will send a copy of the demand for arbitration to you at the email or mailing address we have on file for you.

Each of us will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discoveries will be in accordance with procedures approved by the arbitrator. This Section does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party.

11.3. Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to your use of the Services and the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

11.4 Exceptions. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

11.5 Class Action Waiver. Both parties agree that any claims or controversies between us must be brought against each other on an individual basis only. That means neither you nor we can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And, the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other GoGoGuest customers, and cannot be used to decide other disputes with other customers.

11.6 Survival. This Arbitration and Class Action Waiver section shall survive any termination of your account or the Services.

12. CHANGES TO THE TERMS

We may, at any time and for any reason, make changes to the Terms. The most recent version of the Terms will be posted on the Services and you should regularly check for the most recent version. The most recent version is the version that applies. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Services or via email. If you continue to use the Services after the changes become effective, then you shall be deemed to have accepted those changes. If you don’t agree to these changes, you must cease using the Services.

13. GOVERNING LAW/WAIVER

The parties agree that these Terms and any disputes arising out of these Terms or the Services shall be governed by the laws of the State of California without regard to its conflict of law provisions, and for claims not subject to arbitration, such claims shall be brought exclusively in the courts located in the county of San Francisco, California or the U.S. District Court for the Northern District of California. The parties agree to submit to the personal jurisdiction of the courts located within the county of San Francisco, California or the Northern District of California, and to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

14. GENERAL PROVISIONS

14.1 Severability.  If any provision of these Terms is deemed unlawful, invalid, or unenforceable by a judicial court for any reason, then that provision shall be deemed severed from these Terms, and the remainder of the Terms shall continue in full force and effect.

14.2 Entire Agreement and Waiver.  Except as explicitly provided herein, the Terms, together with the Privacy Policy, shall constitute the entire agreement between you and us concerning the Services.  If, for any reason, any provision of the Terms is declared to be illegal, invalid, void or otherwise unenforceable by a competent court of any jurisdiction, then it shall be severed and deleted from the Terms and the remainder of the Terms shall survive, remain in full force and effect and continue to be binding and enforceable. No failure or delay by us in exercising any right, power or privilege under the Terms shall operate as a waiver of such right or acceptance of any variation of the Terms and nor shall any single or partial exercise by either party of any right, power or privilege preclude any further exercise of that right or the exercise of any other right, power or privilege. Notwithstanding the foregoing, if you enroll in a free trial or subscription service that is subject to a Master Subscription Agreement or other agreement that governs the terms of the free trial or subscription service, the Master Subscription Agreement or other agreement that governs the terms of the free trial or subscription service shall govern in the event of any conflict between the Terms and that Agreement.

14.3 Linking and Framing. You may not frame the Products or Services.  You may link to the Products or Services, provided that you acknowledge and agree that you will not link the Services to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this provision may, in our sole discretion, result in termination of your use of and access to the Services effective immediately.

15. PAYMENT TERMS

By subscribing to the Products or Services, you agree to be bound by these Terms , these additional terms and conditions (“Payment Terms”) and all other terms, policies and guidelines applicable to the Services (as defined in these Terms) used. If you are using the GoGoGuest Services on behalf of a business, that business accepts these terms. Payment Services may only be used for business purposes in the fifty states of the United States of America and the District of Columbia. Defined terms will have the same meaning as those found in these Terms, unless otherwise redefined herein.

15.1 Subscription Fees. For the use of Products / Services on the GoGoGuest platform including, but not limited to data management, guest engagement (email and SMS marketing), digital marketing, consulting or professional services Merchant agrees to pay GoGoGuest a monthly subscription fee as confirmed in the Order Form 

15.2 Termination of Subscription Fees. Merchants may cancel your monthly subscription if you notify GoGoGuest within 30 calendar days of the date of the initial subscription date.

15.3 Termination of Multi-Month Subscription Fees. Merchants may cancel your multi-month subscription if you notify GoGoGuest within 30 calendar days of the date of the initial subscription date.

15.4 Express  Commerce Processing Fees.  

15.4.1.GoGoGuest shall be entitled to deduct from such payments GoGoGuests’s Commission Rate, marketing fees (for identifiable orders), activation fees, subscription fees, and any other fees which GoGoGueset may notify you regarding with at least seven (7) days’ advance written notice.

15.4.2. To the extent that a third party provider provides services to Merchant on basis of an agreement between third party provider and Merchant via the GoGoGuest Product (for example, a middleware provider) and charges fees to GoGoGuest, GoGoGuest may pass through such third party’s fees to Merchant.

15.4.3. Merchant agrees, on an ongoing basis, to review and confirm its transactions, fees and charges on orders and invoices and via the Merchant Portal, and to promptly communicate to GoGoGuest in writing (email shall suffice for written notice) any claimed inaccuracies, so that GoGoGuestshas the prompt opportunity to address and resolve any issues and so such issues do not persist, which GoGoGuest and Merchant agree is in the best interests of both parties and their commercial relationship. Merchant agrees to communicate to GoGoGuest any disagreement, non-conformity or any issue with any transaction, fee, charge or order, including in connection with fraudulent transactions or payments, within fourteen (14) days of the transaction, fee or order.

16. CONFIDENTIALITY.

16.1. Precedence. The terms of this Section 15 supersede any non-disclosure or confidentiality agreement entered into by the Parties prior to the Effective Date of this Agreement.

16.2. Includes. Confidential Information includes information about the Discloser’s business, including product designs, product plans, software and technology, financial information, marketing plans, business opportunities, pricing information, discounts, inventions, and know-how, to the extent disclosed to the Recipient hereunder, and all other information that the Recipient knew, or reasonably should have known, was Confidential Information of the Discloser. Confidential Information also includes the terms and conditions of this Agreement and the existence of the discussions between the Parties. Confidential Information includes trade secrets as defined under applicable law (which includes the Uniform Trade Secrets Act).

16.3. Does Not Include. Confidential Information does not include information that: (a) is independently developed; (b) is or becomes public knowledge through no breach of this Agreement; or (c) is received from a third party under circumstances that do not create a reasonable suspicion that such information has been misappropriated or improperly disclosed.

16.4. Recipient Obligations. The Recipient shall: (a) use Confidential Information only as necessary to perform its obligations and/or exercise its rights under this Agreement; (b) hold Confidential Information in strict confidence and take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions Recipient employs with respect to its own confidential materials); (c) not divulge any Confidential Information to any third party except as provided herein; and (d) not copy or reverse engineer any materials disclosed under this Agreement, or remove any proprietary markings from any Confidential Information.

16.5. Recipient Personnel. The Discloser acknowledges that the Recipient’s Personnel may have access to the Discloser’s Confidential Information. Any such Recipient Personnel given access to any Confidential Information must have a legitimate “need to know,” and the Recipient shall remain responsible for Recipient Personnel’s compliance with the terms of this Agreement.

16.6.    Disclosure of Confidential Information. A Recipient may disclose Confidential Information as compelled by a court or regulator of competent authority, provided that the Recipient provides the Discloser with prompt written notice of such request, to the extent such notice is legally permissible and reasonably practicable.

17. DATA PRIVACY AND SECURITY

17.1. Merchant agrees not to access, collect, store, retain, transfer, use, disclose, or otherwise process in any manner GoGoGuest Data, including without limitation Personal Information, except as required to perform under this Agreement. Merchant shall keep GoGoGuest Data secure from unauthorized access and maintain the accuracy and integrity of GoGoGuest Data in Merchant’s custody or control by using appropriate organizational, physical and technical safeguards. If Merchant becomes aware of any unauthorized access to GoGoGuest Data, Merchant will immediately notify GoGoGuest, consult and cooperate with investigations and potentially required notices, and provide any information reasonably requested by GoGoGuest. Merchant agrees to implement and use security procedures, protocols or access credentials as reasonably requested by GoGoGuest and will be responsible for damages resulting from Merchant’s failure to comply. Merchant will not allow any third party to use the GoGoGuest Product and will be responsible for damages resulting from sharing Merchant’s login credentials with unauthorized third parties or otherwise permitting unauthorized access to Merchant’s account. 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 GoGoGuest Product; damage, destroy or impede the services provided through the GoGoGuest Product; transmit injurious code; or bypass or breach any security protection on the GoGoGuest Product. For purposes of clarity, GoGoGueset Data is the Confidential Information of GoGoGuest.

17.2. Any additional data privacy and security terms required in order to comply with the privacy regulations applicable to the Parties’ partnership in other countries may be set forth in the applicable Order Form or Sign-Up Sheet. The Recipient will establish, maintain, and implement an information security program, including appropriate administrative, technical, organizational, and physical safeguards, that are designed to: (a) ensure the security and confidentiality of Personal Information provided by the Discloser; (b) protect against threats or hazards to the security or integrity of such Personal Information; (c) protect against unauthorized access to or use of such Personal Information; and (d) ensure the proper disposal or destruction of such Personal Information. Each Party shall at all times comply with applicable data privacy and security Laws. If the Recipient becomes aware of any unauthorized access to or loss of Personal Information, it shall promptly report such incident to the Discloser and take appropriate remedial actions.

18. MERCHANT’S ADDITIONAL OBLIGATIONS

18.1  Consumer Support and Relationship  

Merchants are solely responsible for all customer service policies and issues relating to the pricing and products sold using GoGoGuest’s Express Commerce platform, WiFi network infrastructure and hardware and guest WiFi policy, goods or services, including pricing, order fulfillment, cancellations or no shows by you or a customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. 

As between you and us, GoGoGuest  is solely responsible for customer service issues relating to any Merchant Account, the generation of Unique WiFi codes, function and operation of email marketing, sms marketing tools, cleaning,  organization and the understanding of data from other third-party integrations that a Merchant has connected or authorized for GoGoGuest to access.

18.2 Termination of Services

GoGoGuest may Terminate your use of the Product or Services at any time for any reason. Any termination of these terms does not relieve you of obligations to pay Fees or costs accrued prior to the termination including and not limited to: final subscription invoice, early termination fees, account transfer fees, reconnection fees and chargebacks, and any other amounts owed to us as provided in these Terms.

19. Limitations of Liability and Damages

As described below, if something bad happens because of your use of our services, our liability is capped.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GOGOGUEST BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, GOGOGUEST WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

UNDER NO CIRCUMSTANCES WILL GOGOGUEST BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR GOGOGUEST ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF GOGOGUEST IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF GOGOGUEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

20. Third Party Products or Services

All third party hardware, software and other products included or sold with GoGoGuest Products or Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. GOGOGUEST MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

21. Limitation on Time to Initiate a Dispute

Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.

22. Assignment

You may not transfer any rights you have under our terms of service to anyone else.  These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

23. Third Party Services and Links to Other Websites

While you’re using our products and services, you may be offered services from third parties. We are not responsible for any issues you may have with them.

You may be offered services, products and promotions provided by third parties and not by GoGoGuest, including, but not limited to, third party developers who use GoGoGuest’s services (“Third Party Services”). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not GoGoGuest. The Services may contain links to third party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by GoGoGuest. Such third party websites are not governed by these General Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third party website, our Privacy Notice is no longer in effect. Your browsing and interaction on a third party website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.

24. Third-Party Beneficiaries

No provision in these General Terms, and any applicable Additional Terms is intended or shall create any rights with respect to the subject matter of these General Terms, and any applicable Additional Terms in any third party.

25. California Businesses

If you are a “Business” as defined by the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq., (“CCPA”) then this provision 27 applies to you. For purposes of this Section 27, “process”, “sell”, and “business purpose(s)” have the meaning ascribed to them by the CCPA.

a) For purposes of these Terms, “Buyer Personal Information” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household that is processed by GoGoGuest in connection with its Services to you. Buyer Personal Information does not include information GoGoGuest receives about your customers (“Buyers”) for purposes of GoGoGuest’s digital receipt, customer directory and email marketing tools (“GoGoGuest Buyer Features”). It does include information that your Buyer has provided you through GoGoGuest Appointments, GoGoGuest Invoices, or to receive Loyalty-related or promotional text messages. For details about our privacy practices with respect to GoGoGuest Buyer Features, please refer to our Buyer Features Privacy Notice.

b) We may receive Personal Information from Buyers for the purpose of performing Services on your behalf as described in these General Terms. We agree that we will process Buyer Personal Information collected, processed, stored or transmitted by, or accessible to us in the course of these General Terms, and other Applicable Terms of Service referenced above, only on your behalf, and for the purpose of providing you with the Services in these Terms and other applicable terms linked above based on the products you use. We acknowledge that we are prohibited from: (i) selling the Buyer Personal Information; (ii) retaining, using, or disclosing the Buyer Personal Information for any purpose other than providing to you the Services specified in these General Terms(s), and other applicable Terms of Service referenced above. As part of, and for purposes of, facilitating the Services, GoGoGuest may (i) de-identify or aggregate the Buyer Personal Information; and (ii) process the Buyer Personal Information for operational purposes, including, without limitation, verifying or maintaining the quality and safety of the Services; improving, updating or enhancing the Services either for you or for our customers generally; detecting and preventing fraud, and for protecting the security and integrity of our Services; and complying with our legal obligations. You acknowledge and agree that Buyer Personal Information that you disclose to GoGoGuest is provided to GoGoGuest for the parties’ business purposes.

c) We reserve the right to delete Personal Information stored pursuant to these General Terms in the ordinary course of business, pursuant to our retention schedules.

26. Other Provisions

These Terms are a complete statement of the agreement between you and GoGoGuest regarding the Services. In the event of a conflict between these General Terms and any other GoGoGuest agreement or Policy, these General Terms will prevail and control the subject matter of such conflict. If any provision of these General Terms or any Additional Term is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These General Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these General Terms will be deemed a further or continuing waiver of such term or any other term.

27. Survival

The sections that should survive the termination of these Terms will survive termination of these Terms. 

28. Contact Us

If you have any questions or concerns with respect to these Terms of the Services, please contact us at Legal@GoGoGuest.com. 

EXHIBIT A - FRANCHISEE AGREEMENT

This Franchisee Agreement (the “Franchisee Agreement”) is between GoGoGuest and Franchisee. As it pertains to this Franchisee Agreement, GoGoGuest and Franchisee are each a “Party”. By entering into a Franchisee Order Form or Sign-Up Sheet with GoGoGuest, the duly authorized representatives of the Parties agree to the terms and conditions of this Franchisee Agreement.

1.  FRANCHISOR AGREEMENT. Franchisee’s franchisor (“Franchisor”) has entered into a master services agreement with GoGoGuest ("Agreement"), which may be attached hereto. The Agreement provides that Franchisee may elect to use certain GoGoGuest Products that Franchisor has enabled in its Agreement, provided that Franchisee executes this Franchisee Agreement. Accordingly, to use such in GoGoGuest Products, Franchisee agrees to be subject to all terms and conditions of this Franchisee Agreement and all terms and conditions of the Agreement, including any relevant Addendum, as the same may be amended from time to time by GoGoGuest and Franchisor, which are incorporated into this Franchisee Agreement by reference. For clarity, unless otherwise indicated in this Franchisee Agreement or in the Agreement, all references to “Merchant” in the Agreement include Franchisee. Franchisee acknowledges and agrees that the limits set forth in the Limitation of Liability provision in the Agreement shall apply to Franchisor and all franchisees in the aggregate. All references to “Merchant Locations” shall be deemed references to Franchisee’s stores (“Franchisee Locations”). Any other terms not otherwise defined herein shall have the definitions set forth in the Agreement. Under no circumstances shall anything in this Franchisee Agreement be construed to authorize Franchisee to amend, modify, or adjust the Agreement between GoGoGuest and Franchisor.

2.  TERM OF FRANCHISEE AGREEMENT. This Franchisee Agreement shall commence on the Franchisee Effective Date and will expire upon the earlier of: (a) the date of the expiration or termination of the Agreement; or (b) the date this Franchisee Agreement is terminated pursuant to Section 3 of this Franchisee Agreement.

3.  ELIGIBLE FRANCHISEE. If Franchisee ceases to possess the rights as a franchisee of Franchisor then this Franchisee Agreement will terminate as soon as GoGoGuest is notified of such rights being lost. Either Party may terminate this Franchisee Agreement upon seven (7) days’ prior written notice to the other Party for any reason in its sole discretion. Termination of this Franchisee Agreement will not be considered a breach of this Franchisee Agreement or the Agreement. Nothing in this Franchisee Agreement or the Agreement is intended to prevent GoGoGuest and Franchisee, if it is no longer an Eligible Franchisee, from entering into a new agreement following termination of this Franchisee Agreement.

4.  MERCHANT OF RECORD. Franchisee is solely responsible and liable to GoGoGuest to pay all Fees, payments, charges, and taxes associated with GoGoGuest Products, in addition to complying with Franchisee’s other obligations under the Agreement and this Franchisee Agreement. Franchisee will be GoGoGuest’s merchant of record for sales completed in a GoGoGuest Product provided under this Franchisee Agreement. The Parties acknowledge and agree that any breach of this Franchisee Agreement or the Agreement by Franchisee will not be considered a breach by Franchisor of the Agreement.

5.  PAYMENT PROCESSING. Payment and payment processing terms are set forth in the relevant Addendum between Franchisor and GoGoGuest. 

6.  GOVERNING LAW & DISPUTE RESOLUTION. Franchisee and GoGoGuest agree that any Dispute shall be resolved pursuant to Sections 11 and 12 of the foregoing Merchant Terms of Service.

7.  CHANGE OF CONTROL. In the event there is a change or transfer in ownership of a Franchisee Location, Franchisee agrees that Franchisee will (1) notify GoGoGuest thirty (30) days prior to such change or transfer of ownership and (2) provide GoGoGuest with all relevant details related to the change or transfer of ownership, including the new owner’s contact information, the date of the change or transfer of ownership, and the relevant terms of the change or transfer of ownership (i.e., the existing amounts owed to GoGoGuest related to such Franchisee Location). In order for GoGoGuest to provide services to any new owner of a Franchisee Location, any amounts owed to GoGoGuest must be fully paid. GoGoGuest may elect, in its sole discretion, to perform a credit review on a new owner before providing services to such new owner.

8.  MISCELLANEOUS. Notices under this Franchisee Agreement to each Party shall be sent to the respective address and contact set forth above. This Franchisee Agreement, including the incorporated Agreement, sets forth the entire agreement between GoGoGuest and Franchisee with respect to the subject matter hereof. This Franchisee Agreement supersedes and replaces in its entirety any agreement entered into between GoGoGuest and Franchisee for the Franchisee Locations prior to the Franchisee Effective Date.