EVERYTABLE, PBC
EVERYTABLE@WORK TERMS AND CONDITION
These Everytable@Work Terms and Conditions (the "Terms and Conditions") along with any applicable order form(s) incorporated herein by reference (the "Order Form(s)") (the Terms and Conditions and Order Form(s), collectively, the "Agreement") comprise the entire agreement between Everytable, PBC, a Delaware public benefit corporation ("Everytable") and any customer listed on any applicable Order Form(s) (each, a "Customer") and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. (Everytable and Customer each individually a "Party," and collectively, the "Parties"). In the event of a conflict of terms between these Terms and Conditions and an Order Form(s), the terms of the Order Form(s) will prevail unless otherwise expressly agreed in writing.
1. Everytable@Work Program; Everytable Responsibilities. Everytable@Work offers digital order options for the entire workplace. Everytable will provide prepared meal products (“Products”) and services (“Services”), which the Customer will purchase at the prices set out on the everytable.com website or as otherwise specified in the Order Form(s) or Everytable @ Work online order (these prices and delivery charges are collectively referred to as the “Fees”). Everytable will deliver the Products and Services to the locations specified in the Order Form(s) or online order(s) and will make reasonable efforts to meet any delivery dates specified, although dates are estimates. Everytable will notify the Customer of any changes to expected delivery dates.
2. Customer's Obligations. Customer must: (i) cooperate with Everytable by ensuring safe and timely access to designated delivery locations and by providing any reasonably necessary information or personnel coordination to facilitate delivery; (ii) respond promptly to Everytable's requests for information or decisions needed for delivery; and (iii) adhere to all food handling and storage requirements under applicable laws and regulations to prevent spoilage. If Everytable's performance is delayed or prevented by the Customer or its agents, Everytable is not liable for resulting costs or losses. In case of a product recall by Everytable or authorities, the Customer must immediately follow instructions, including removing affected Products from commerce. Customer agrees to promptly cease distribution and notify all end recipients, as applicable, upon written notice of a recall or advisory concerning any Product.
3. Orders, Changes, and Cancellations. A designated Customer representative must submit orders for all individuals in their workplace via the everytable.com website or via invoice through the Partner Success Manager. Any changes, or cancellations to their assigned Everytable Partner Success Manager at least five (5) business days before the scheduled Delivery Date. Orders received less than five (5) business days prior may not be altered, and in such instances, Everytable shall charge the Customer the full purchase price of the original order. Customer shall be responsible for notifying Everytable in writing of any changes to its designated ordering contact(s)/authorized Customer representatives.
4. Pricing; Invoicing. Customer shall pay the Fees specified on the everytable.com website or otherwise specified in the Order Form(s) prior to Everytable’s shipment of the Products, including Fees for the Products, shipping, and other such costs reflected the everytable.com website or otherwise outlined in the Order Form. In the event Customer submits an order via invoice or otherwise does not pay for the Products and Services at the time the order is placed, Customer shall pay the invoice no later than fifteen (15) days following Everytable’s issuance thereof. If any payment obligation under this Agreement is not paid when due, the Customer shall pay all costs of collection, including reasonable attorney fees, whether or not a lawsuit is commenced as part of the collection process. Any returned or rejected payment shall be subject to a $25.00 returned payment fee. In the event of a late payment, Everytable may exercise any of the following remedies at Everytable’s discretion, without limitation: (i) interest accrued at a rate of 1.5% per month (or the maximum amount permitted under applicable law) on the outstanding amount until paid; (ii) stop delivery of the Products and/or suspend performance for all Services until payment has been made in full; and/or (iii) assess Customer all reasonable costs and expenses incurred by Everytable to obtain, enforce or preserve the rights granted by this Agreement and to collect the payments for the Products provided, including, without limitation, all reasonable out-of-pocket costs, and all reasonable attorneys' fees and collection expenses incurred in obtaining or enforcing payment and any judgments related thereto of any of the Services provided.
5. Disputes; Defective Products. Any payment disputes must be received by Everytable within five (5) days of the relevant invoice, or such invoice shall be deemed accepted by Customer. Everytable shall not be liable for any allegedly defective Products or Services unless Customer gives written notice of the defective Products or Services, reasonably described, to Everytable within 1 business day of the time when Customer discovers or ought to have discovered that the Products or Services were defective, and if determined Products or Services are defective in Everytable’s discretion upon review of Customer’s notice, Customer’s sole remedy shall be that Everytable shall, in its sole discretion, perform either of the following at its sole expense: replace the Products (or the defective par thereof); reperform the defective Services at Everytable’s expense; or credit or refund the price of such defective Products or Services at the then current Agreement rate. THE REMEDIES SET FORTH HEREIN SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND EVERYTABLE’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN THIS SECTION.
6. Everytable Representations and Warranties. Everytable represents and warrants to the Customer that: (i) it will perform Services according to recognized industry standards and devote adequate resources to meet its obligations; (ii) Products will be defect-free and conform to specifications at the time of delivery; and (iii) Everytable will own the Products and have the authority to transfer them to the Customer, free of all liens. If Everytable breaches these warranties, the Customer's sole remedy is for Everytable to either replace the Products or refund the purchase price at Everytable’s sole discretion. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND EVERYTABLE'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION. Everytable shall not be liable for a breach of the warranty set forth in this Section unless Customer gives written notice of the defective Product, reasonably described and with photos if applicable, to Everytable within one (1) business day of the time when Customer discovers or ought to have discovered that the Services were defective.
7. Customer Representations and Warranties. The Customer makes the following ongoing representations and warranties: (i) Services and Products are provided for personal use by Customer and its employees at the Customer's location(s) and shall not be for resale or commerce; (ii) Customer will handle Products in compliance with food safety standards and regulations, including safe storage temperature, until Products are with the end consumer; (iii) Customer is liable for correcting any food safety violations and must notify Everytable immediately; (iv) Customer has the financial ability to pay Fees when due; and (v) Customer is not in default of any credit obligations and will remain so throughout the Agreement's Term. Customer shall be solely liable for any claims, costs, expenses, fees, or penalties arising out of or related to its breach of its obligations under this Section.
8. Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN SECTION 7 HEREIN, EVERYTABLE DISCLAIMS ALL WARRANTIES REGARDING THE PRODUCTS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
9. Limitation of Liability. EVERYTABLE IS NOT LIABLE FOR ANY LOSS OF USE, REVENUE, PROFIT, DATA, OR FOR ANY INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, REGARDLESS OF FORESEEABILITY. EVERYTABLE'S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER UNDER THE APPLICABLE ORDER FORM.
10. Force Majeure. Everytable shall not be liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, supply chain disruptions, labor shortages, or governmental orders.
11. Governing Law Arbitration; Jury Trial Waiver. This Agreement is governed by California law, excluding its conflict of laws principles. Venue for any action is exclusively in federal or state courts in Los Angeles, California. Disputes related to this Agreement will be resolved by binding arbitration in Los Angeles, California, under the Federal Arbitration Act. Arbitration outcomes are confidential unless required for enforcement. If arbitration is inapplicable, the Parties waive the right to a jury trial and consent to California courts' jurisdiction. Parties may seek injunctive relief to enforce arbitration awards.
12. Indemnification. Customer shall indemnify Everytable, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against all claims, damages, costs, and expenses, including court costs and attorneys' fees, arising out of or relating to Customer’s (or Customer’s agent’s): (i) breach of agreement terms; (ii) non-compliance with laws; (iii) negligent or more culpable acts or omissions, or (iv) failure to adhere to food handling, storage, and safety standards after the Products are in Customer’s possession.
13. General. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Provisions of the Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement. No waiver by Everytable of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Everytable. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Everytable reserves the right to amend or modify these Terms and Conditions at any time, at its sole discretion. Continued purchases of the Products and/or use of the Services hereunder following such notice constitutes acceptance of the revised Terms and Conditions by the Customer. By submitting an online order form or checking the acceptance box linked to these Terms, Customer affirms its agreement to be bound by the then-current version of these Terms, which shall be deemed signed and accepted as of the timestamp recorded by Everytable’s submission system.