CITYCHEERS VENUE TERMS & CONDITIONS

This agreement is by and between Venue and CityCheers Media Corp., 13601 Preston Rd, Suite E1000, Dallas, TX 75240. “Venue” refers to the Merchant or Retailer listed on this form. Venue agrees to the following terms and conditions to license a free app on the CityCheers SuperApp (“CityCheers” or “CC”). A Venue app on the CityCheers SuperApp includes the Venue, logo, contact data, menus, photos, WidgetGrid features, hours, and access to all CC Connect Portal features, including: unlimited Dining and Entertainment Alerts, 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 after termination, Merchant agrees to continue to pay CityCheers said ExpressCheck fees indefinitely.

2) VENUE RESPONSIBILITIES
Venue may manage features and content on their CityCheers App via the CC Connect Portal or elect to pay CityCheers a $165/month Managed Services fee for CC to manage the app. Venue agrees to pay the Managed Services fee via ACH on the 15th of each month. Venue may create a Welcome Offer or Loyalty Offer to encourage patrons to pay on their CC App. Venue is solely responsible for managing the app’s content, features, offers, and rewards, and will not hold CityCheers liable for any app content, as Venue has complete control via the Connect Portal.
If Venue opts in to the CC Champion Program, CC will provide Management, including Shift Managers and staff training on how to deploy the CC App to patrons. CC will also print interior signs, table tents, and server cards for the venue at no charge. If Venue uses CC collateral materials, designs are set by the CityCheers design team. CityCheers will provide the merchant with original printable files of said CC collateral signage at no charge, should they wish or need to print themselves. CityCheers is not liable for printing and delivery of collateral materials; such signage is provided as a courtesy, not an obligation. Merchant may not withhold distribution of ExpressCheck fees for any reason at any time during this agreement.

3) CITYCHEERS CONNECT PORTAL ACCESS
Merchant will use their own devices to access the CC Connect Portal.

4) EXPRESSCHECK FEES
When patrons pay with ExpressCheck, transaction fees are added to the check and deposited to the Venue’s checking account when credit card payments are processed. Merchant can view monthly ExpressCheck transactions on the CC Connect Portal at any time. Monthly cycles run from the 16th to the 15th of the following month. CityCheers will debit its ExpressCheck fees from Venue via ACH on the first business day following the 19th. If funds are insufficient, CityCheers may assess a $35 NSF fee for each failed attempt. If payment does not process within five business days, CityCheers may suspend any portion of its services until payment is received; the obligation to pay ExpressCheck fees continues in full force.

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 remains the property of CC.

6) RELEASE OF LIABILITY
Given that the CC Venue Listing is free and that Venue can manage its app content and features on the CC Connect Portal at any time, Venue agrees to defend, hold harmless, and indemnify CityCheers from any claims, losses, or liabilities arising from use of any CC App feature. Any content posted or broadcasted by CityCheers is done on behalf of the Merchant in good faith. This Release includes any offers or expired, accidental, or inaccurate content, whether created by CC Managed Services or not. CityCheers disclaims any express or implied warranties. In no event shall CityCheers be liable for punitive or consequential damages.

7) CONFIDENTIALITY AND MISCELLANEOUS
This agreement constitutes the entire agreement between the parties and supersedes all prior understandings and representations. CityCheers may update this agreement from time to time. Venue agrees not to disclose any aspects of the CC offering or agreement to third parties. The parties agree to take any disputes to 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, imposed by any jurisdiction in connection with your use of the Service or any transactions through the Service. CityCheers does not provide tax advice and is not responsible for any tax obligations you may incur. Consult your own tax advisor to determine applicable obligations.

9) CITYCHEERS CONTACT INFORMATION
Venue Activations: 408-831-6448
Website: citycheers.com