LEXIE TERMS AND CONDITIONS

Updated as of August 26th 2022.

1. DEFINITIONS

“Adverse Event” refers to any negative symptoms a person encounters as a result of handling and/or consuming any item in an Order, including, without limitation, allergic responses, bacterial infections, and viruses.

“Commissions” means an amount payable by the Restaurant to Lexie on each Order transaction, as set forth on the Pricing Page.

“Convenience Fee” refers to the fee that Lexie charges to Customers for each Order placed through the Marketplace, as set forth on the Pricing Page.

“Credit Card Processing Charges” refers to the processing fees for credit cards that the Restaurant must pay to Lexie for each Order, as set forth on the Pricing Page.

“Customer” refers to a certain profile that submits an Order.

“Delivery Fee” refers to the cost associated with delivering Orders through Lexie’s network of service providers, as set forth on the Pricing Page.

“Fees” mean, collectively, the Subscription Fees, Credit Card Processing Charges, Delivery Fee, and Commissions.

“Marketplace” refers to Lexie’s proprietary ordering platform, which enables Users to place Orders from any registered restaurants.

“Menu” refers to the menu of the Restaurant as submitted to Lexie by or on behalf of the Restaurant, or as gathered by Lexie (manually or automatically) from the Restaurant Website.

“Order” refers to a Customer’s order/request for the Restaurant’s food and/or drinks placed through Lexie’s Portal.

“Order Data” refers to information gathered by or via Lexie that is contained in an Order (which may include PII of Customers).

“Personally Identifiable Information” or “PII” is referred to as any data or information that may be used to specifically identify, reach out to, or find a single person, or that can be combined with data from other sources to specifically identify a single person.

“Portal” refers to the online services made available to the Restaurant to manage and keep track of orders, payments, and promotion data, including, without limitation, the Storefront and the Marketplace.

“Pricing Page” means the webpage(s) that may be navigated to by visiting lexie.ai, and clicking “Pricing”, as may be updated by Lexie from time to time.

“Restaurant App” means any Restaurant-branded mobile iOS applications created by Lexie for the Restaurant pursuant to this Agreement.

“Restaurant Content” is any content that has been sent to Lexie by Restaurant or by a third party acting on Restaurant’s behalf. It also includes any content that Lexie has manually or automatically gathered from the Restaurant Website, including, without limitation, such as the Restaurant Marks, the Menu, and any pictures, videos, texts, or audio recordings.

“Restaurant Marks” refers to each and every trademark, service mark, logo, and other distinctive brand elements used by Restaurant.

“Restaurant Website” refers to a collection of information that has been stored on a computer server and made publicly available via the Internet using the hypertext transfer protocol or any protocol that may have replaced it.

“Security Incident” is defined as the processing, destruction, alteration, or access of PII of Customers by a third party without authorization or in an unlawful manner, as well as the unauthorized or unlawful disclosure of PII of Customers to a third party.

“Software” refers to Lexie’s software consisting of, or contained in, the Portal.

“Storefront” refers to Lexie’s web-based or mobile meal-ordering system, which allows Customers to place direct orders with the Restaurant.

“Subscription Fee” refers to the monthly charges that the Restaurant pays to Lexie in exchange for providing the services and products to the Restaurant, as set forth on the Pricing Page.

“User” refers to a Restaurant employee, contractor, or agent who has been granted permission by the Restaurant to access and use the Portal on the Restaurant’s behalf, subject to the terms and conditions of this Agreement; provided, however, that any contractors’ or agents’ access to and use of the Portal will be limited to their provision or receipt of services to Restaurant.

“Widget” refers to Lexie’s reusable digital element of a graphical user interface on the Software that displays an information arrangement and provides standardized data handling.

2. LICENSES; RESTRICTIONS ON USE; PAYOUT TERMS

2.1. License Grants to Restaurant Content and Restaurant Marks

Subject to the terms and conditions of this Agreement, Restaurant hereby grants Lexie a non-exclusive, worldwide, perpetual, fully paid-up, royalty-free right and license to use, copy, encode, collect, retrieve (including through automated means), store, archive, distribute, transmit, modify, edit, render into an audible and/or visual format, publicly-display, and publicly-perform the Restaurant Content and the Restaurant Marks in any and all media now known or hereafter devised in connection with the following:

  1. the marketing, advertising, and promotion of Lexie;
  2. the presentation, marketing, advertising, and/or publicity of the Restaurant; and
  3. the performance of Lexie’s obligations and services in connection with the Storefront and the Marketplace and enforcement of its rights under this Agreement. 

Any goodwill created by Lexie’s use of the Restaurant Content and the Restaurant Marks in accordance with this Agreement will be used for the above purposes. The Restaurant Content and the Restaurant Marks may only be edited or modified by Lexie for purposes of performing Lexie’s obligations and services in connection with the Portal.

2.2. Restrictions on Use

Except as otherwise set forth in this Agreement, Lexie does not transfer to the Restaurant any right, title or interest to the Software.  

The Restaurant will not use or disclose the Software in any way that is not specifically permitted by this Agreement (and will not allow any third party to do so either). Without limiting the above, the Restaurant will not and will not let any third party to do any of the following:

  1. decompile, reverse engineer, disassemble or otherwise, try to discover the source code or interface protocols of the Software;
  2. modify, adapt, translate, or reproduce the Software;
  3. resell, distribute, or sublicense the Software;
  4. introduce into the Software any software, virus, worm, “back door,” Trojan Horse, or similar harmful code;
  5. use the Software in contrast with any applicable law or regulation or for any purpose not specifically permitted in this Agreement;
  6. remove or alter any proprietary marking or restrictive legends placed on the Software; and
  7. provide Restaurant’s or any User’s login credentials to any third party.

2.3. Payout Terms.

Lexie issues payouts to the Restaurant via the Stripe service. The Restaurant must sign the Connected Account Agreement (or “CAA”) with Stripe and its sponsored bank in order to use the Software. The CAA is available at <https://stripe.com/connect/account-terms>. By entering into this Agreement, the Restaurant acknowledges that it has: 

  1. Downloaded or printed the CAA; and
  2. Reviewed and duly executed the CAA.

Please be aware that Lexie is not a party to the CAA; rather, the three (3) parties to the CAA are the Restaurant, Stripe, and Stripe’s sponsoring bank. As a result, Lexie has no obligations or liabilities to the Restaurant under the CAA. The Restaurant should contact Stripe as specified in the CAA if it has any questions or concerns about the CAA.

 

3. ACCOUNT SET UP

Following the execution of this Agreement, the Restaurant shall give Lexie specific location and payment information for its restaurant operation(s). The Restaurant will be required to generate a personal sign-in name (“Sign-In Name”) and password (“Password”) and submit specific additional required information (“Unique Identifiers”) that will be used to authenticate the Restaurant’s Users when logging onto the Portal. The Restaurant must enter true, correct, up-to-date, and comprehensive information when setting up the account on the Portal. Any use, abuse, or communications entered through the Portal using one or more of the Restaurant’s Sign-In Name, Password, and Unique Identifiers are completely the responsibility of the Restaurant, and the Restaurant is solely responsible for maintaining their secrecy. If the Restaurant has to modify or deactivate any Unique Identifiers, Password, Sign-In Name, it will advise Lexie through the Portal. Lexie expressly waives and disclaims any loss or damage brought to Restaurant, the Users or any other person in connection with any unauthorized use of the Restaurant’s Portal account.

4. STOREFRONT TERMS

Subscription to the Storefront service by the Restaurant shall be subject to the following terms and limitations. 

4.1. Access to the Storefront.

Subject to the terms and conditions of this Agreement, Lexie hereby grants the Restaurant a limited, non-exclusive, and non-transferable right to authorize Users to access and use the Storefront for the Term. 

  • The Storefront will be accessible through the Restaurant App, and/or Restaurant Website.
  • Without limiting the generality of the foregoing, Lexie reserves the right to change or modify the Storefront’s features, functions, and content at any time without prior notice or obligation to the Restaurant.
  • The Restaurant App will be hosted by Lexie under the Restaurant’s developer account with Apple. At the expiration or termination of this Agreement, Lexie will disconnect the Restaurant’s App from the Storefront and remove it (or instruct the Restaurant to remove it) from the relevant distribution platform, such as the Apple App Store for iOS or any other applicable platform.

4.2. Lexie Widget.

  • Restaurant hereby grants Lexie the right to embed a Widget on the Restaurant Website in order to connect the Restaurant Website to the Storefront.
  • Restaurant is hereby permitted to grant permission to its web developers to integrate the Widget if Restaurant has a web developer on staff who is qualified to do so, as determined by Lexie. Where permission to do so is needed from a third party operating on Restaurant’s behalf (such as Restaurant’s hosting provider, webmaster, etc.), the Restaurant will promptly arrange for Lexie to receive such consent and will provide Lexie any necessary access credentials.
  • No later than three (3) business days from Lexie’s installation of the Widget, the Restaurant shall promptly inspect the Widget and advise Lexie in writing if its installation on the Restaurant Website is not satisfactory to the Restaurant.  The Restaurant’s failure to send such notice within such time period shall be deemed its acceptance of the installation of the Widget.

5. FEES; PAYMENT; TAXES

5.1. Fees.

Commissions and Credit Card Processing Charges, if any, are subtracted from the amount due to the Restaurant for Orders. The Restaurant must pay Lexie its then-current Subscription Fee for the relevant subscription period chosen by Restaurant if Restaurant has subscribed to the Storefront services.

5.2. Payments to Lexie

For the complete payment of any and all Subscription Fees and Taxes due under this Agreement, the Restaurant hereby authorizes Lexie to charge the Restaurant’s credit card, bank account, or other approved facility supplied during the Portal registration procedure, and the Restaurant hereby consents to the same.

5.3. Taxes On Orders

In connection with all Orders, the Restaurant represents, warrants, and agrees with Lexie that the Restaurant will do the following: 

  1. make sure that the tax rates listed in the Portal are accurate, complete, and up-to-date; 
  2. update and alter such tax rates in the Portal if the tax rates change; and 
  3. pay all applicable sales, use, and other taxes related to all Orders and the processing of such Orders for Customers (aside from any taxes imposed or based on Lexie’s income).

5.4. Fees; Cancellation Fees.

  • The Subscription Fee shall remain the same for the initial year of any annual subscription, after the successful completion of the term such Fees shall be subject to the updated price detailed on the Pricing Page.
  •  Lexie has the right to impose a cancellation fee of $199 if the Restaurant cancels its Storefront subscription before the Portal processes the first Order. 
  • If a cancellation fee is imposed, Lexie may deduct it from the reimbursement of any Fees that the Restaurant has already paid. In such case, the Restaurant shall promptly pay Lexie the difference if the Fees paid are less than the cancellation fee. The difference must be returned to the Restaurant if the Fees paid are higher than the cancellation fee.

6. TERM, TERMINATION, AND SUSPENSION.

6.1. Term. 

This Agreement shall come into force on the Effective Date and continue for a period of one year unless terminated by any of the Parties as per Section 6.2 below.  Upon the expiration of the then current term of this Agreement, the term of this Agreement shall automatically renew for an additional one year term unless terminated by any of the Parties as per Section 6.2 below.

6.2. Termination and Suspension.

  • Any Party may terminate this Agreement or any part of it at any time, for any reason or for no reason, by giving the other Party thirty (30) days’ written notice (without penalty or liability).
  • Lexie may, in its sole discretion, stop access to the Portal or remove some or all Restaurant Content in the event that Lexie has a good faith belief that the Restaurant, its Customers, or any third party is involved in any of the following activities: 

(x) any action or inaction that could endanger Lexie, the Portal, the Software, its systems, or any third-party systems; and

(y) any dishonest or unlawful activity, or any other activity that might expose Lexie or any other party to legal liability.

  • In addition, if the Restaurant misses a payment deadline, Lexie has the right to revoke access to the Storefront service.
  • Any such suspension may last until the infraction that caused it has been corrected and Lexie has obtained adequate guarantees that it won’t happen again, as determined by Lexie in its sole discretion.

6.3. Effect of Termination. 

Within a reasonable period following termination of this Agreement:

  1. Any payments due under Section 2.3 shall be made to the Restaurant;
  2. Any unpaid Fees and Taxes in accordance with Section 5 and any other sums payable under this Agreement may be charged to Restaurant’s credit card, bank account, or other authorized facility by Lexie; 
  3. All rights and licenses granted hereunder, except from those stipulated in Section 2.1, shall immediately cease, and Restaurant will stop using and gaining access to the Portal;
  4. If the Widget was previously installed on the Restaurant Website, Lexie shall remove it if Lexie has the necessary authorizations, and if not, Restaurant’s web developer shall remove it as soon as practicable (but in no case later than thirty (30) days following the termination date).

7. OWNERSHIP, DATA & PRIVACY

7.1. Intellectual Property. 

Lexie is the sole owner of all rights, titles, and interests in and to its Software, including the Restaurant App, as well as all modifications, additions, advancements, revisions, changes, copies, partial copies, translations, compilations, and derivative works thereto, including all copyrights and other intellectual property rights relating thereto (the “Lexie Intellectual Property”). Other than what is specifically given under this Agreement, the Restaurant will have no rights in relation to Lexie’s Intellectual Property. The Restaurant currently and in the future will be the only owner of all rights, titles, and interests in and to the Restaurant Content and Restaurant Marks, including all copyrights and other intellectual property rights relating thereto ( the “Restaurant Intellectual Property”). Beyond the rights specifically provided below, Lexie will have no further rights with regard to the Restaurant Intellectual Property.

7.2. Data.  

Lexie and Restaurant shall share ownership of all Order Data, during the Term and indefinitely thereafter unless otherwise specified herein. The Order Data may be used by either Party for internal business purposes, for purposes of performing under this Agreement, and for other lawful purposes in accordance with all applicable laws, rules, and regulations, including, without limitation, applicable privacy and data protection laws and regulations.  Moreover, the Restaurant may also share Order Data with third parties it has agreements with, provided the following: 

  1. These third parties have contractual obligations to treat the Order Data as confidential information and to always protect the Data’s security and confidentiality;
  2. According to applicable privacy and data protection laws and regulations, such disclosure is not a “sale”; and
  3. Such third parties are contractually prohibited from conducting any “sale” (as that term is used in the applicable privacy and data protection laws and regulations) of such Order Data.

Notwithstanding the above, Restaurant hereby represents, warrants, and covenants that it will not sell the Order Data in any way, whether in full or in part. Additionally, Restaurant will not (and won’t allow any third party to): 

  • use or disclose Order Data in any way that isn’t specifically allowed by this Agreement;
  • change, adapt, translate, translate, or replicate the Order Data unless specifically allowed by this Agreement;
  • remove or change any restrictive legends or proprietary markings on the Order Data; or
  • use the Order Data for any purpose that is not expressly permitted by this Agreement or in violation of any applicable laws or regulations, including without limitation any privacy and data protection laws and regulations.

7.3. Privacy and Data Security.

  • Customers will be given access to Lexie’s privacy policy, which outlines the ways in which Lexie collects, uses, discloses, and safeguards Customers’ Personally Identifiable Information, via a pop-up that will appear on the Restaurant’s Website and, if applicable, in the Restaurant App, during the term.
  • Each Party shall use commercially reasonable efforts to cooperate with the other Party with respect to such other Party’s obligations under applicable privacy and data protection laws and regulations with respect to Order Data that is PII processed by such other Party in connection with this Agreement, including, to the extent required thereunder, reasonably assisting with responding to and complying with verifiable consumer or data subject requests.
  • Each Party will put in place and keep up commercially reasonable administrative, technical, and physical protections meant to stop Security Incidents throughout the term.
  • Upon becoming aware of a Security Incident, each Party shall promptly (and in any event within seventy-two (72) hours) notify the other Party. The notifying Party shall: 
  1. promptly investigate the Security Incident and reasonably collaborate with the other Party;
  2. Furnish the other Party any information they may reasonably request regarding the Security Incident; unless restricted by obligations of confidentiality, applicable law, or law enforcement; and
  3. Discuss and effect the best course of action with the other Party to resolve the issue, including but not limited to addressing the need to notify the public of a data breach as required by applicable privacy and data protection laws and regulations.

8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

8.1. Mutual Representations and Warranties.

Each Party represents and warrants that: 

  1. It is fully empowered, authorized, and entitled to enter into this Agreement, perform its obligations hereunder, and issue the licenses granted hereunder; and
  2. Its execution and delivery of this Agreement, and its performance of its obligations hereunder, do not violate or breach, and will not be in conflict with or result in a default under, any contract, agreement, or other obligation that is binding upon it, including, with respect to the Restaurant, any franchise agreement.

8.2. Additional Representations, Warranties, and Covenants.  

In addition to the representations and warranties set forth in Section 8.1, the Restaurant represents, warrants, and covenants the following: 

  1. The prices it charges Customers through Lexie (apart from the Convenience Fee) must be equivalent to (or lower than) the prices it charges Customers directly;
  2. It must update the rates on a regular basis to make sure it is adhering to the representation stated in Section 8.2(i);
  3. All Orders must be processed promptly and correctly before being delivered to Customers, and their timeliness, quality, and other characteristics must be on par with those offered to its other Customers.
  4. For any Orders that are picked up or delivered to a Customer by a delivery service, the Restaurant is responsible for properly packaging the Order for delivery or pickup (including any necessary protection in the event of bad weather) and using commercially reasonable efforts to make sure that the Order is ready for pickup when the Customer or the third-party delivery service arrives;
  5. It is aware of and shall abide by the local alcohol control regulations that apply to the Restaurant when a Customer places an Order containing alcohol, including, without limitation, checking the Customer’s ID at the time of delivery to ensure that the Customer is authorized to order and receive the alcohol;
  6. Without limitation, any intellectual property rights, publicity rights, personality rights, privacy rights, rights to payment of royalties, moral rights, attribution rights, or any other rights of third parties not specifically mentioned in this Agreement, the Restaurant Content, the Restaurant Marks, and Lexie’s use of any license granted hereunder do not and will not violate the rights of any third party;
  7. Lexie will not be obligated to pay any fees in connection with Lexie’s use of the Restaurant Content and the Restaurant Marks or the exercise of any license granted hereunder since the Restaurant has obtained all third-party approvals, permits, and licenses required; and
  8. In operating its company and fulfilling its obligations under this Agreement, it shall abide by all applicable federal, state, and local laws, rules, and regulations. This includes, but is not limited to, laws governing advertising, the internet, promotions, and unfair business practices. The Restaurant is solely responsible for ensuring that the Restaurant Content—including, but not limited to, the Menu, hours, address, price, and promotions—is accurate, comprehensive, and current at all times on the Software. Any Restaurant Content that is inaccurately inputted or out-of-date on the Software is not the responsibility of Lexie. Restaurant shall be liable to the Customer for, and Lexie shall automatically deduct from Restaurant’s account, the difference between the prices charged to a Customer and the prices offered for the same item(s) by the Restaurant outside of the Software, in the event that Restaurant breaches its representations and warranties stated in subsections (i) or (ii) of this Section 8.2.

8.3. Disclaimer.

LEXIE CANNOT GUARANTEE THAT THE SOFTWARE OR ANY SERVICES WILL BE AVAILABLE AT ALL TIMES OR THAT ALL SOFTWARE ERRORS OR PROBLEMS RAISE BY RESTAURANT WILL BE FIXED. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE SOFTWARE AND ANY OTHER MATERIALS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” REGARDING THE REVENUE THAT THE RESTAURANT MAY OR MAY NOT GENERATE THROUGH THE SOFTWARE, LEXIE MAKES NO GUARANTEE. APART FROM WHAT IS EXPRESSLY STATED IN SECTIONS 8.1 AND 8.2, NEITHER PARTY MAKES ANY WARRANTY WITH RESPECT TO THE SOFTWARE, THE ORDER DATA, THE RESTAURANT CONTENT, THE RESTAURANT MARKS, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, WITHOUT LIMITATION, ANY WARRANTIES RELATING TO OWNERSHIP, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A SPECIFIC PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM CUSTOM, PRACTISE, OR COURSE OF DEALING. TO THE EXTENT THAT A PARTY IS UNABLE TO DISCLAIM AN IMPLIED WARRANTY DUE TO APPLICABLE LAW, THE SCOPE AND DURATION OF THAT WARRANTY WILL BE AS SHORT AS IS PERMITTED BY THAT LAW.

Orders may be delivered by unaffiliated delivery services and/or third-party delivery services that are partnered with Lexie. The use of such unaffiliated delivery services by the Restaurant is at the risk of the Restaurant, and Lexie is not responsible to the Restaurant, the Customers, or any third parties for their acts or omissions.

9. LIMITATION OF LIABILITY.

NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION OR IN FACT KNEW OF THE POSSIBILITY THEREOF, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW THEREOF. EACH PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID TO LEXIE UNDER AN APPLICABLE ORDER FORM DURING THE PERIOD TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION; PROVIDED, HOWEVER, THE RESTAURANT’S AGGREGATE LIABILITY FOR DIRECT DAMAGES WILL NOT EXCEED $2,500, AND LEXIE’S AGGREGATE LIABILITY FOR DIRECT DAMAGES WILL NOT EXCEED $100, IF THE RESTAURANT ONLY SUBSCRIBES TO THE MARKETPLACE. NOTWITHSTANDING THE AFOREMENTIONED: (I) THE LIMITATIONS AND EXCLUSIONS OF LIABILITY OUTLINED IN THIS SECTION DO NOT APPLY TO: (A) DAMAGES RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY; (B) INDEMNIFICATION OBLIGATIONS OF A PARTY; OR (II) IN THE CASE OF ANY ORDER FOR ADDITIONAL PRODUCTS AND SERVICES, LEXIE’S AGGREGATE LIABILITY FOR DIRECT DAMAGES WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO LEXIE UNDER THE RELEVANT ORDER; AND (III) THIS AGGREGATE LIABILITY OF LEXIE AND ITS DELIVERY SERVICE PROVIDER WILL NOT EXCEED $250 FOR ANY SINGLE DELIVERY ORDER.

10. INDEMNIFICATION.

Each Party shall defend, hold harmless, and indemnify the other Party, as well as the other Party’s officers, directors, employees, lawyers, and agents (collectively, the “Indemnified Parties”), from and against any and all losses, liabilities, damages, fines, and other costs and expenses, including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest, and penalties (collectively, “Losses”) incurred by such Indemnified Parties with respect to any other third-party claim, action, or proceeding to the extent arising from, in connection with, or alleging that the Party has violated any of its representations, warranties, covenants, and other obligations under this Agreement. The Restaurant shall also defend, hold harmless, and indemnify Lexie’s Indemnified Parties from and against any and all losses incurred by Lexie’s Indemnified Parties in connection with any third-party claim, action, or proceeding to the extent resulting from or connected to: (i) an unaffiliated delivery service’s breach of this Agreement or any unaffiliated delivery service Agreement, or violation of applicable law; (ii) an Adverse Event; or (iii) processing of alcoholic beverage orders as well as Customer purchases and/or consumption of alcoholic beverages.

11. PUBLICITY.

During the Term, Lexie will be permitted, but not required, to publicly announce that Restaurant is a client of theirs on the Portal and through social media. Additionally, the Parties shall jointly issue at least one (1) press statement (or more, if agreed upon by the Parties) proclaiming their relationship upon the reasonable request of Lexie. The Parties will agree on the precise timing and content of each such news release.

12. MISCELLANEOUS PROVISIONS.

The inability of either Party to exercise or enforce any right provided for in this Agreement in any way may not be deemed a waiver of any other rights herein. In the event of any failure by any Party to perform its obligations under this Agreement due to an Adverse Event, neither Party shall be liable to the other Party during the duration thereof. If any part of this Agreement is determined to be invalid or unenforceable, that Party will be limited or removed to the minimum extent necessary to ensure that the rest of this Agreement is still valid and enforceable. No Party may assign, transfer, or sublicense this Agreement except with the prior written approval of the other Party and only to a successor to all or substantially all of that Party’s business or assets (for which no consent of the other Party is required). This Agreement is made under the laws of the State of California, without giving respect to its principles of conflicts of law and shall be governed by and construed in accordance with those laws. As a result of this Agreement, no agency, partnership, joint venture, or employment is created, and neither Party has any kind of power to bind the other Party in any way.

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