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Merchant Terms of Service

Last Updated: May 11, 2022

These Terms of Service (these “Terms”) are a contract between you or the business entity you represent (“you” or “Merchant”), and Resto LLC (collectively, “Resto”, “we”, or “us”). “You” and “your” as used herein will refer and apply to you or that entity and the persons that can access the Platform Services (as defined herein) on its behalf. Please read this entire agreement carefully. You must read, agree to, and accept these terms and conditions in full in order to use Resto’s Minimart website located at www.getminimart.com (the “Website”) and related software and services (collectively, the “Platform Services”). You agree and understand that any collection of your information by Resto will be governed by our privacy policy (“Privacy Policy”), which can be accessed here.

You understand that by accessing or using any of the Platform Services, you agree to become bound by these Terms as posted, which may be updated and changed by us as needed. We will notify you of any material changes to these Terms through a notice sent to you by email to the email address you have registered with us. Your continued use of the Platform Services after the effective date of the amended terms will constitute your acceptance of the amended Terms. It is your responsibility to check the Website prior to using the Platform Services for any updates or changes that may impact you. These Terms constitute a legally binding document and failure to comply with these Terms may result in the termination of your relationship with Resto. Use of the Platform Services is available only to legal entities and persons who are at least eighteen (18) years old or the legal age of majority in their state of residence (if greater).

Overview

Resto’s Minimart website provides a marketplace that permits individual customers and consumers (“Customers”) to discover, identify and connect with merchants (“Merchants”) using the Platform Services to sell goods, products and other services (“Merchant Transactions”). Under these Terms, Resto provides services to you in your capacity as a Merchant, including operating and providing the Platform Services and facilitating orders that Customers place with Merchants.

Merchant Eligibility

By creating an account on the Website and making use of the Platform Services, you represent and warrant that you/your entity is: (a) a legal entity capable of forming legally binding contracts under applicable law; (b) authorized to represent and act on behalf of any entity for which you are employed by or solicit Projects for; and © in possession of all local, state and federal authorizations and/or licenses required to conduct your business.

Account Registration

To sign up to use the Platform Services, you must create an account profile and provide accurate and complete information. This includes providing us with such information as we may from time to time request, including (without limitation) your legal or business name, address, preferred third party payment provider, billing/payment information, contact information, including the name and contact information of a representative authorized to act on your entity’s behalf, and any other relevant information to your use of the Platform Services as determined in Resto’ sole discretion. It is your responsibility to keep your account information updated. Should your eligibility for a Resto account as outlined above change during your time using the Platform Services, you must notify Resto within a reasonable amount of time, but no later than thirty (30) days after such change by emailing hi@getminimart.com. You shall not use the name or email of (a) another person with the intent to impersonate that person; or (b) an entity without appropriate authorization. We reserve the right, in our sole discretion, to refuse, suspend, or revoke your account via the Platform Services upon discovery that any account information provided is untrue, inaccurate, or incomplete, or such information or other conduct otherwise violates these Terms, or for any other reason or no reason in our sole discretion.

No Conflicts

You further represent and warrant that your use of the Platform Services does not breach any contract (such as an employment, consulting, confidentiality or non-disclosure agreements) or in any way, conflict with or violate any arrangement, understanding or agreement to which your business is a party or by which your business is bound. To the extent your ability to use the Platform Services is restricted by any agreement or arrangement, you represent that you have obtained all necessary consents or waivers to use the Platform Services as a Merchant. Notwithstanding the foregoing, Resto may determine your eligibility to create an account through the Platform Services in its sole discretion.

Responsibilities of Resto

Resto is not required to and may not verify any information given to Resto by Customers, nor does Resto perform background checks on Customers. You may receive information about a Customer in connection with your use of the Platform Services, such as contact information and payment provider credentials. However, such information is based solely on data that a Customer submits, and you acknowledge and agree that Resto expressly disclaims any liability in respect of any such information.

Content and Products

You represent and warrant that you have the right, power and authority or have valid licenses to (i) all data, feedback, content or other materials uploaded, posted, published or displayed by you through the Platform Services (collectively, “Content”) and (ii) all goods, products and services sold by you through the Platform Services (“Products”). You hereby grant Resto a worldwide, non-exclusive, royalty free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of and otherwise use your de-identified and aggregated Content in connection with: (i) the operation of the Platform Services; (ii) statistical data; (iii) research and development; and (iv) marketing purposes.

You are solely responsible for your Content and Products and you agree not to upload any Content to the Website or sell any Products which violate any part of these Terms or applicable laws. You are solely responsible for your Content and Products and for ensuring they do not violate any part of these Terms or applicable laws. Resto retains the right to investigate and take appropriate legal action against any Merchant who fails to do so. It is the sole discretion of Resto to determine what is objectionable and what constitutes a reason to restrict or terminate your use of the Platform Services. Should your entity have multiple employees authorized to access and receive the Platform Services through the Website, the Merchant will be responsible for any employee who violates these Terms.

Release & Indemnification

You additionally release Resto, and any and all persons acting under its permission or authority from, and you agree to indemnify, defend and hold harmless Resto and all such persons from and against, any claim, liability, or action in law, including (without limitation) any claims (i) for defamation, invasion of privacy, product liability, merchantability and legal compliance arising from or in connection with your Content or Products or (ii) that your Content or the use of your Content infringes upon any patent, trademark, copyright, trade secret, or other intellectual property right.

Fees and Payment

Payment Service and Fees: Creating an account on the Website is free during the Trial Period, which includes the first 30 days of service or initial sales of $1,000 USD in revenu. After the Trial Period, you can start a subscription, for which you, the Merchant, agrees to pay $7 per month plus 1% of all sales generate using the Platform Services, including taxes and tip. Resto reserves the right to update these Terms at any time and from time to time to require Merchants to pay a fee, which may be calculated on a Merchant-by-Merchant basis or as a percentage of amounts paid or payable by Customers to a Merchant in respect of the sale of Products.

Payments: You expressly acknowledge and agree that you will be required to use a third party payment processor for all transactions between you and any Customers through the Platform Services, and Resto will have no responsibility for, or liability in respect of, any such payment processing.

Taxes: You agree that you shall be responsible for all applicable sales, use, value added or similar taxes, if any, payable with respect to your sale of Products or use of the Platform Services provided under these Terms or arising out of or in connection with these Terms whether at the time of invoicing or later determined by a taxing jurisdiction.

Disputes: Should any dispute arise between Merchants and Customers over a transaction or any Product purchased and sold in connection therewith, Resto encourages Merchants and Customers to try and settle disputes amongst themselves. However, if this is not possible, Resto may resolve disputes by obtaining information about the dispute between the Merchant and Customer and making a resolution decision. You agree to indemnify and hold harmless Resto against any damages or liability incurred as a result of Resto’ dispute resolution decision.

Resto Role

Acknowledgements: You expressly acknowledge and agree that (a) the Website is merely a venue where users of the Website may act as Customers or Merchants; (b) Resto is a third-party beneficiary but not a party to any additional agreements (whether express or implied) between Customers and Merchants; © Resto does not, in any way, supervise, direct, or control the Platform Services used by Merchants or the transactions between Merchants and Customers; (d) Resto will not have any liability or obligations for any acts or omissions by you or any other users related to the Platform Services; (e) your use of the Platform Services is subject to your acceptance of these Terms (which includes ensuring compliance with these Terms); and (f) Resto makes no representations as to the reliability, capability, or qualifications of any Customers or the quality, security, or legality of any Customer or Services, and Resto disclaims any and all liability relating thereto.

Accuracy of Information: Resto is in no way responsible for the accuracy of the information provided by Merchants and Customers through the Platform Services.

Termination

Subject to any obligation (i) to pay for Platform Services which you have incurred or (ii) to deliver Products to Customers that were validly purchased through the Website, you may cancel your account on the Website at any time by providing notice via email to hi@getminimart.com. For avoidance of doubt, cancelling your account shall not relieve you of any obligations under these Terms intended to survive termination, including but not limited to, “Compliance”, “Warranty Disclaimer”, “Release and Indemnification”, “Indemnification” and “Limitation of Liability”.

Publicity

By agreeing to these Terms, you agree that Resto may publicly reference and publish your business name and logo in customer lists, on the Website and in promotional materials.

Warranty Disclaimer

YOU AGREE NOT TO RELY ON THE PLATFORM SERVICES OR THE CONTINUATION OF THE WEBSITE. THE PLATFORM SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE MAKE NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE PLATFORM SERVICES, CONTENT, ANY WORK PRODUCT PROVIDED TO YOU, OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify and hold harmless Resto, its affiliates and their respective officers, employees, representatives, members, managing members and agents (each, an “Indemnified Party”) from any and all actions, causes of actions, claims, charges, demands, costs, expenses, damages or liabilities of any kind (including but not limited to, attorney’s fees and related expenses) resulting from, arising out of or in connection to

  • Your use of the Platform Services;
  • Your Content;
  • Your Products; and
  • Your breach of any and all of these Terms.

Limitation of Liability

YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL RESTO OR ITS SUCCESSORS OR AFFILIATES BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE COSTS OR DAMAGES, LITIGATION COSTS OR PRODUCTION OF PROFIT ARISING FROM OR IN CONNECTION TO THE SERVICES AND/OR YOUR CONDUCT THROUGH THE PLATFORM SERVICES, OR ANY OF YOUR INTERACTIONS WITH OTHER RESTO PARTIES. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF RESTO, ITS SUCCESSORS OR AFFILIATES TO YOU FOR ANY CLAIMS ARISING FROM OR IN RELATION TO THE SERVICES OR ANY CONDUCT IN CONNECTION TO THE PLATFORM SERVICES EXCEED ANY FEES PAID TO RESTO WITH RESPECT TO SERVICES OR PROJECTS WITH WHICH YOU WERE INVOLVED AS A MERCHANT DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. RESTO WILL NOT BE LIABLE FOR ANY CLAIMS BY THIRD PARTIES BROUGHT AGAINST YOU.

Compliance

You will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Platform Services. Without limiting the generality of the foregoing, you agree to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ intellectual property rights.

Entire Agreement

These Terms, together with the Privacy Policy and any other policies incorporated herein or therein, sets forth the entire agreement and understanding between you and Resto relating to the subject matter herein and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter herein. You represent that you had ample time to review and decide whether to agree to these Terms. If an ambiguity or question of intent or interpretation of these Terms arises, no presumption or burden of proof will arise favoring or disfavoring you or Resto because of our authorship of any provision of these Terms.

Severability

If any provision of these Terms is held to be illegal, invalid or unenforceable in part or in whole under applicable law, that provision will be eliminated or limited to the minimum extent necessary to conform to applicable law so that the Terms will remain in effect and be enforceable.

No Waiver

The failure or delay of either party to exercise or enforce in any respect any right or claim provided for herein does not constitute a waiver of any such right or claim and will not affect any further rights or affect that party’s right to later enforce or exercise it.

Modifications

No modification or amendment to these Terms will be binding upon Resto unless in a written instrument signed by a duly authorized representative of Resto. For the purposes of this section, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This section “Modifications” does not apply to amendments to these Terms posted by Resto to the Website from time to time.

Assignment

You may not assign these Terms, or any of your rights or obligations hereunder, without our prior written consent. We may freely assign these Terms without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.

Governing Law and Venue

These Terms and any controversy or claims arising from them, shall be governed by the laws of the State of California, without regard to the conflicts of law provisions.

Arbitration

You understand and agree that any disputes involving your relationship with Resto, Customers, and any other users of the Platform Services shall be resolved by arbitration before the American Arbitration Association, pursuant to the Commercial Arbitration Rules of the Association, in Los Angeles, CA, and in accordance with the substantive laws of the State of California.