This agreement is by and between Venue and CityCheers Media Corp. located at: 13601 Preston Rd, Suite E1000, Dallas TX 75240. “Venue” is used to describe the Merchant or Retailer listed on this form. Venue agrees to the following terms and conditions in order to license a free app on the CityCheers SuperApp; hereinafter referred to as “CityCheers” or “CC”. A Venue app on the CityCheers SuperApp includes the Venue, logo, contact data, menus, photos, WidgetGrid features, hours and it also includes access to all of the CC Connect Portal features, such as: the unlimited Dining and Entertainment Alerts, the Chalkboards, WaitList, JobLine, Signature Items, Calendar of Events and more.

1. Term:

Month to month. Venue agrees to continue to pay all ExpressCheck fees that are deposited into their accounts each month. If for any reason, the merchant continues to receive ExpressCheck fees past the termination of the agreement Merchant hereby agrees to continue to pay CityCheers said ExpressCheck fees indefinitely.

2. Venue Responsibilities:

Venue understands that they can manage the features and content on their CityCheers App via the CC Connect Portal. Venue may elect to pay CityCheers a $165 per month Managed Services fee for managing their CC App for them. Venue agrees to pay its Managed Service fee via ACH on the 15th day of every month. Venue may choose to create a Welcome Offer or Loyalty Offer to entice their patrons to pay on their CC App. Venue agrees to be completely responsible for managing their app’s content, features, offers and rewards. At no time will Venue attempt to hold CityCheers liable for any of their app’s content – when they have complete control of it via the Connect Portal. If the Venue chooses to opt-in to the CC Champion Program, CC will provide Management, including Shift Managers and staff training on how to deploy the CC App to their patrons. CC will also print interior signs, table tents and server cards for the venue at no charge. If Venue chooses to use CityCheers collateral materials – the designs will be set by CityCheers design team. CityCheers will also provide Merchant with the original printable files of said CC collateral signage – at no charge – in the event that they want or need to print it on their own. At no time, will CityCheers be held liable for the printing and delivery of said collateral material – this signage will be provided as a courtesy – not as a requirement or obligation of this agreement. At no time does the Merchant have the right to withhold the distribution of said ExpressCheck fees for any reason – at any time of this agreement.

3. CityCheers Connect Portal access:

Merchant will use their own computer devices in order to access the CC Connect Portal.

4. ExpressCheck Fees:

When patrons pay with the ExpressCheck feature, the ExpressCheck transaction fees are added to their check and deposited to Venue’s checking account – when the credit card payments are processed. Merchant can view their monthly ExpressCheck transactions on the CC Connect Portal interface at any time. The monthly cycles start on the 16th day of each month and ends on the 15th day of each month. CityCheers will debit its ExpressCheck fees from Venue via ACH on the first business day following the 19th day of each month. If there are insufficient funds to pay said fees, CityCheers maintains the right to assess a $35 NSF fee each time an attempt to process the Venue’s ACH payment. If the fee does not process after five business days, then CityCheers may opt to suspend any portion of its services, until said payment is received from the Venue, but the obligation to pay ExpressCheck fees will continue in full force and effect.

5. Privacy Policy:

Patron profile data and Venue contact information are encrypted and kept confidential. CityCheers reserves the right to sell its user demographic information and purchasing behavior data to third parties. All user profile data is available to Venue at any time via the Connect Portal, but it is the property of CC.

6. Release of Liability:

Given that the CC Venue Listing is free to the Venue and given that the Venue can manage their Venue App’s content and features on the CC Connect Portal at any time, Venue hereby agrees to defend, hold harmless and indemnify CityCheers on any claims, losses or liabilities brought forth as a result of using any feature of the CC App. Furthermore any content that is posted or broadcasted by CityCheers is being done on behalf of the Merchant in good faith. Said Release of Liability includes any offers or expired, accidental or inaccurate content; whether it was created by CC Managed Services or not. CityCheers disclaims any representations or warranties either express or implied. In no event shall CityCheers be liable for punitive or consequential damages.

7. Confidentiality and Miscellaneous:

This agreement constitutes the entire agreement between the respective parties and supersedes all prior understandings and representations. CityCheers maintains the right to update this agreement from time to time. Venue agrees not to disclose any aspects of the CC offering or agreement to any third parties. The parties mutually agree to take any disputes over this agreement to the JAMS Dallas, Texas.

8. Taxes:

You are solely responsible for determining and paying any and all taxes, duties, levies, or similar governmental assessments of any nature, including but not limited to income, sales, use, value-added, or withholding taxes, which may be imposed by any jurisdiction in connection with your use of the Service or any transactions conducted through the Service. CityCheers does not provide tax advice and is not responsible for any tax obligations you may incur. You should consult with your own tax advisor to determine what, if any, tax obligations may apply to your specific situation.

9. CityCheers Contact Information:

Venue Activations: 408-831-6448
website: citycheers.com

I hereby certify that I have the authority to execute this Agreement on behalf of the parties hereto and certify by said signatures that I am duly authorized to sign this Agreement on behalf of said parties and that this Agreement and the Terms and Conditions of CityCheers Media and ExpressCheck has been authorized and agreed to by said parties.