Partner Program Terms

1. About these terms

These terms are a contract between you and restauWant, LLC, a Delaware limited liability company ("restauWant", "we", "us"). They cover the restauWant Partner Program: referring restaurants to the restauWant app, and managing client brands in the app under your own account.

You accept these terms when you request a partner link, and each time you use your link or name a client to us. You confirm that you act for a business, that you have authority to agree for it, and that you are at least 18.

The email that confirms your partner link may state a commission rate or period different from section 5. Where it does, that email applies to you.

Your own use of the app, including any account in which you manage client brands, is governed by the restauWant App Terms of Service. Our Privacy Policy explains how we handle personal information.

2. Joining the program

The program is for businesses that work with restaurants, such as agencies, consultancies, accounting firms and advisers. We review each request and may decline one. Each business has one partner link.

The program is non-exclusive. You are free to work with other providers, and we are free to work with other partners. There is no minimum number of referrals.

3. Two ways to take part

• Refer a client. You introduce a restaurant to us. It buys from us directly, and we bill, onboard and support it. You earn commission under section 5.
• Manage client brands. You subscribe to the app yourself and run your clients' brands under your own account. Section 7 applies, and no commission is paid on those brands.

You can do both, for different clients.

4. How a referral is credited

A referral is credited to you in one of three ways:

• Your partner link. The client signs up through your link. The link is recorded at sign-up. It does not follow a client to another device or a later visit, so if a client may sign up another way, name the client to us first.
• A client you name to us. Before the client signs up, you send us its business name and the email address or web domain of the person who will sign up. We hold that client for you for 90 days and may extend that if you ask. We confirm by email, normally within two business days.
• The client names you. The client enters your business name when it signs up, and we match it to you.

If two partners have a claim on the same client at sign-up, a client named to us in advance comes before a link, and a link comes before the client naming a partner. Once a referral is credited, a later claim does not replace it. If a claim is disputed we decide it in good faith and tell the partners involved why.

No referral is credited for:

• a client that was already a restauWant app customer;
• a client that had a meeting or an open sales conversation with us in the 90 days before your claim, unless we agree otherwise in writing. We tell you when this applies;
• a restaurant business that you, or anyone in your business, owns or holds an interest in;
• brands in an account that you manage under section 7.

You must have a restaurant's permission before you give us its contact details.

5. Commission

• Rate and period. 20% of commissionable revenue from each referred client, for the 12 months that start on the date the client pays its first subscription invoice.
• Commissionable revenue. What the client actually pays us on app subscription invoices dated in that period, including additional brands and location add-ons, after discounts and credits and before taxes.
• Not included. One-time setup and activation fees, Studio services, and anything else that is not the app subscription.
• The 12 months run by the calendar. An invoice dated in the period and paid late still counts. A pause or cancellation does not extend the period.
• Commission follows payment. Nothing is earned on a sign-up alone, or on an invoice the client has not paid.

We may change the rate or period for future referrals by giving you 30 days' notice. Clients already credited to you keep the rate and period that applied when they were credited.

6. Payment

• When. Commission on an invoice becomes payable 30 days after the client pays it. By the 15th of each month we pay everything that became payable in the previous month, with a statement showing each client, what it paid and your commission.
• How. In US dollars, by bank transfer to the account you give us, or by another method we agree with you. We pay our own sending costs. Charges from your bank and any currency conversion are yours.
• Minimum. We pay once your balance reaches US$50. A smaller balance carries forward to the next month, and any remaining balance is paid with your final payment.
• Refunds and chargebacks. If a client's payment is refunded, reversed or charged back, the commission on it is reversed. If we have already paid it, we deduct it from later payments or, where nothing further is due, ask you to repay it.
• Before the first payment. We need your payment details and the tax form in section 12. We hold what you have earned until we have both.
• Questions about a statement. Tell us within 90 days of receiving it and we will look into it.

7. Managing client brands

If you run client brands under your own account:

• You subscribe under the App Terms of Service and your order. The price per brand follows the number of brands in your account, as shown on our Pricing page at the time.
• You set your own prices for your clients, bill them, and are their first point of contact. We support you.
• You are responsible for having each client's authority to connect its systems and data and to act for it in the app. The customer's duties in the App Terms of Service apply to you for those brands.
• Access is for your own clients. You may not pass it on for another business to resell.
• If you and a client part ways, the client may move its brand to its own account with us at our then-current prices, and its history moves with it.

8. Client accounts and confidentiality

You see a referred client's account or data only if that client gives you access, and the client can remove that access at any time.

Each of us keeps confidential the non-public information we learn about the other, and you keep confidential what you learn about a client through the program, using it only for your work with that client. Each of us handles personal information as the law requires.

9. How you represent restauWant

You will:

• describe the app accurately, using what we publish or tell you in writing, and make no promise of sales, results or returns;
• say that you may be paid for a referral wherever the law or a platform's rules require it. In the United States that includes the Federal Trade Commission's guidance on endorsements.

You will not:

• run paid advertising on the restauWant name or misspellings of it, or use the name in a domain, social handle or advertisement that could be mistaken for ours;
• send unsolicited bulk email, texts or messages that mention us, or contact anyone in a way that breaks anti-spam law;
• present yourself as restauWant or as our employee or agent, or commit us to anything;
• create an account or accept terms for a client unless the client has authorized you to.

10. Names and logos

You may say that you are a restauWant partner and use the name and logo we provide, as provided, to promote the app. That permission ends when the partnership ends.

You allow us to show your business name, and your logo if you send us one, on your partner link's page and in previews of that link. We ask before using your name, logo or results anywhere else.

Each of us keeps ownership of its own name, logo and materials.

11. Ending the partnership

Either of us may end the partnership by giving 30 days' written notice. Email is enough.

We may suspend or end it immediately if you break section 9, give us false information, try to earn commission on a referral that section 4 excludes, or act in a way that breaks the law or harms a client.

When the partnership ends, your link stops crediting referrals and you stop using our name and logo.

• If it ends on notice, commission on clients already credited to you continues to the end of each client's 12 months, as long as your payment details stay current.
• If we end it immediately for one of the reasons above, commission not yet paid is forfeited, to the extent the law allows.

Sections 6 (refunds and chargebacks), 8, 12, 13 and 14 continue after the partnership ends.

12. Taxes and our relationship

Before the first payment you give us a completed IRS Form W-9 if you are a US person, or the appropriate Form W-8 if you are not. You are responsible for your own taxes on what we pay you. Commission amounts include any sales tax, VAT or similar tax that applies to them. If the law requires us to withhold tax, we withhold it and tell you.

We are independent businesses. Nothing in these terms makes either of us the other's employee, agent, partner in law, joint venturer or franchisee, and neither of us can bind the other.

13. Liability

We do not promise that a referral will become a customer, or any level of commission.

To the extent the law allows:

• neither of us is liable for indirect, incidental, special, consequential or punitive loss, or for lost profits, revenue, data or business; and
• each of us limits its total liability under these terms to the commission paid and payable to you in the 12 months before the claim, or US$100 if that is more.

Nothing in these terms limits liability for fraud, intentional misconduct, or anything else that cannot be limited by law.

You will defend us against third-party claims arising from your breach of section 9 or from your dealings with your own clients, and pay the resulting damages and costs. We will tell you promptly about a claim and cooperate reasonably.

14. Changes, law and disputes

We may update these terms by giving you 30 days' notice by email. A change does not reduce commission you have already earned. If you do not agree to a change, you may end the partnership under section 11 before it takes effect.

These terms are governed by the laws of the State of Delaware, USA. If a dispute arises, we will each try to resolve it through informal discussion for at least 30 days. After that, disputes will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in Kent County, Delaware, on an individual basis only and not as part of a class action. Either of us may ask a court for an injunction to protect intellectual property or confidential information.

These terms and the email confirming your link are the whole agreement between us about the program. If part of these terms is unenforceable, the rest stays in force. If either of us does not enforce a term, that is not a waiver of it. You may not assign these terms without our consent; we may assign them to an affiliate or to a successor to the business. These terms are in English, which controls over any translation.

15. Contact

restauWant, LLC, 1111B S Governors Ave, STE 6883, Dover, DE 19904, support@restauwant.com, +1 470 256 5763.