United States – PO3S Product Addendum
This PO3S Product Addendum (the “Product Addendum”) is incorporated into the Agreement. All capitalized terms used and not defined herein shall have the meanings ascribed to them in the SIGN-UP APPLICATION, in this Product Addendum, or in the Terms of Service between the Parties.
1. PREAMBLE. PO3S provides a suite of products, services, and technology solutions to enable merchants to grow their businesses, including Sales, and Scale Kit. Merchants are restaurants, grocery stores, and businesses that sell products to consumers. PO3S and Merchant wish to enter into a partnership pursuant to the terms set forth in this Product Addendum. This Product Addendum applies to all Merchant Locations owned or operated by the Merchant unless excluded in an attached exhibit or mutually agreed in writing.
2. OPERATING PROCEDURES.
2.1. PO3S Responsibilities. During the Term, PO3S will: (a) provide the Merchant with access to PO3S Own Your Marketplace (OYM) (Accessible at https://po3s.us/legal/OYM-Addendum) to exchange information, via the Merchant Application, PO3S’s online order form, PO3S’s application programming interface (API), and/or a Third Party Platform; (b) forward requests to Delivery Person, so that Delivery Person can pick up Merchant Product(s) from the designated Merchant Location to deliver to Merchant Customers; (c) if applicable, provide any Merchant Customer tips to Delivery Person; and (d) update Merchant on the status of Orders.
2.2. Merchant Responsibilities. During the Term, Merchant will: (a) provide information required for PO3S to fulfil its obligations under this Product Addendum including the Merchant Customer’s address, contact information, and any special instructions required for delivery via the Merchant Application, PO3S’s online order form, the Delivery API, and/or a Third Party Platform; (b) accept and collect payments from Merchant Customers for their Orders; (c) collect consent from Merchant Customers to share their telephone numbers and other personal contact information with third party service providers such as PO3S (if a reference to third party service providers complies with Applicable Law; if not, a specific reference to PO3S) and for PO3S to use such Merchant Customer Personal Information to fulfil its obligations under this Product Addendum; (d) use commercially reasonable efforts to ensure the Merchant Products are available for pick up at the quoted time; and (e) if Merchant is also on the PO3S Marketplace, not charge Customers more on the PO3S Marketplace than Merchant charges in the Merchant Application(s). Merchant hereby consents to receive text messages and email confirmations from PO3S providing status updates and delivery confirmations in connection with each Order. Merchant shall specify in its Merchant Customer Terms that title to Merchant Products transfers from Merchant directly to the Merchant Customer once the Merchant Product leaves the physical possession of the Merchant.
3. PAYMENTS.
3.1. Subscription. Subscription is deducted from the payout on a monthly basis or charged from the Merchant card.
3.2. Commission. The commission will be deducted from the payout.
3.3. Payout. Payments are made on a bi-weekly basis with a Sale Summary email to Merchant email details of all order subtotal, tax, tips, etc.
3.4. Tips. Unless otherwise agreed to by the parties, the Merchant will enable a minimum 15% pre-selected tip for orders sent via PO3S. The tip amount will be reserved for the Merchant at 50% for delivery orders and 100% for pick-up, and dine-in orders. Tips are subjected to a card processing fee of 3.2%.
3.5. Refunds. The commission for an order canceled/missed/rejected is non-refundable. Merchant shall be solely responsible for any Merchant Customer complaints regarding Merchant Product(s), including without limitation, complaints regarding the nature, quality, content, number, or packaging of Merchant Product(s). Any complaints regarding the timeliness or quality of a Delivery Person’s delivery service shall be reported by the Merchant to PO3S. If the Merchant elects to refund a Customer for any reason, such election shall not automatically obligate PO3S to provide a corresponding reimbursement to the Merchant.
3.6. Taxes. Merchant is responsible for all taxes, duties, and other governmental charges on the sale of Merchant Products, and remitting such taxes, duties, and other governmental charges to the appropriate authorities. Merchant is responsible for paying all taxes duties and other governmental charges imposed on Fees charged by PO3S under this Agreement including, for example, value-added, goods and services, sales, use, transaction, transfer, excise, or withholding taxes.
4. LICENSE. During the Term of this Product Addendum, Merchant grants to PO3S a non-exclusive, royalty-free, non-assignable, non-transferable, non-sublicensable, revocable, limited, and fully paid-up license to access the Merchant Application and Merchant Customer Data solely to transmit information to facilitate Delivery Orders in accordance with the terms of this Product Addendum. Merchant is responsible for securing the third-party rights (if any) that Merchant needs to affect this paragraph.
5. TERM AND TERMINATION. This Product Addendum may be terminated pursuant to the terms of the Terms of Service.
