HomeMy WebLinkAboutContract 56330 DocuSign Envelope ID:7686131ED-F675-41C9-A3EF-01B698C53459 CSC No.56330
POINT OF SALE AS A SERVICE
SUBSCRIPTION AND PROFESSIONAL SERVICES AGREEMENT
THIS POINT OF SALE AS A SERVICE SUBSCRIPTION AND PROFESSIONAL SERVICES AGREEMENT
(the "Agreement") is entered into as of August 16, 2021 (the "Effective Date"), by and between
Appetize Technologies, Inc., a Delaware corporation ("Appetize"), located at 6601 Center Drive West,
Suite700, Los Angeles, CA 90045, and the City of Fort Worth, a Texas municipality ("Operator").
Appetize and Operator may each be referred to herein as a "party" or collectively, as the "parties."
RE CIT ALS
WHEREAS,Appetize is a provider of a proprietary, cloud-based, point of sale hardware, software and
services system,as more fully described herein.This Agreement contains the terms and conditions under which
Appetize will provide to Operator any goods and services, and access to Appetize's proprietary point of sale
system,technology and product support teams.
NOW THEREFORE, in consideration of the mutual promises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the
parties,intending to be legally bound, agree as follows:
AGREEMENT
1. CONTRACT DOCUMENTS; DEFINITIONS
1.1 General Terms and Conditions. The body of this Agreement and all addenda, exhibits,
schedules and annexes hereto set forth the terms and conditions pursuant to which the parties may enter
into Statementsof Work and Purchase Orders (each, as defined herein). The parties agree that the terms
and conditions set forth on Addendum 1 annexed hereto is incorporate herein by this reference as if set
forth in full herein.
1.2 Statements of Work and Purchase Orders. To the extent Operator wishes, from time to time, to
enter into an agreement for Appetize to perform Development Services (as defined herein)in connection with
this Agreement,the parties will execute a Statement of Work under this Agreement in the form annexed hereto
as Exhibit A (each, an "SOW"), and each SOW shall be incorporated herein by this reference andbecome
part of and be governed by this Agreement. To the extent Operator wishes to license and/or purchase any
Appetize products or services from Appetize under this Agreement (other than the Deliverables (as
defined herein) due under a particular SOW), including but not limited to, Appetize Technology,Appetize
Hardware and Services (other than Development Services which shall be governed by a SOW as set forth
herein), the parties will execute a Purchase Order under this Agreement substantially in the form annexed
hereto as Exhibit B (each, a "Purchase Order"), and each Purchase Order shall be incorporated herein
by this reference and become part of and be governed by this Agreement.
1.3 Definitions. The following terms shall have the meanings ascribed to them in this Section_:
(a) "Acceptance Criteria" means the criteria used to determine whether a Deliverable is
ready for Acceptance under an SOW. The Acceptance Criteria will include the requirement that the
applicable Deliverable: (1) has been completed and delivered/achieved in accordance with the applicable
SOW; (11)meets the specifications under an applicable SOW,which in the case of software Deliverables must
be demonstrated by the successful completion of testing by Appetize (including unit, string, regression,
functional,integration,system/performance and stress/volume,as determined by Appetize to be necessary)and
the satisfactory completion of Appetize's quality assurance program with respect to the Deliverable; (111) has
been properly and fully documented pursuant to the Agreement and the applicable SOW; and(iv)complies
with all testing criteria set forth in the Agreement and the applicable SOW and such other criteria as may be
developed and agreed upon by the parties.
(b) "Acceptance Test Period" means the time period during which each Deliverable will be
subject to Acceptance Testing by Operator as described in the applicable SOW. Unless otherwise specified in
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CITY SECRETARY
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the applicable SOW,the Acceptance Test Period will be thirty (30)calendar days following the date on which
the Deliverable is delivered by Appetize to Operator for the purpose of Acceptance Testing.
(c) "Acceptance Testing" means the testing performed by Operator during the Acceptance Test
Period to determine whether the Deliverable meets the applicable Acceptance Criteria.
(d) "Access Credentials" means the secure method by which Appetize provides Operator
access to the Appetize Technology and other systems. Access Credentials can include, without limitation: (1)
user ID and password, VPN login information, a security token or other means to authenticate Operator's
identity to Appetize computer systems; or (11) a dedicated telecommunications network connection or virtual
private network connection to Appetize Technology or otherAppetize systems.
(e) "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is
under common control with the subject entity. "Control," for purposes of this definition, means direct or
indirect ownership or control of more than 50%of the voting interests of the subject entity.
(f) "Appetize Hardware" means all tangible items of equipment and other hardware
provided by Appetize to Operator in connection with this Agreement, as specified in a Purchase Order.
(g) "Appetize Platform"means the proprietary,cloud-based,point of sale hardware,software
and services system developed and owned by Appetize, including but not limited to,the Appetize Hardware,
the Appetize Technology, the Ordering System, the Appetize Web Portal and the Services, as applicable, for
(1)the transacting and processing of concession and Merchandise orders from end-user customers and (11)the
provision of back-of-house data,analytics and inventory management and reporting tools.
(h) "Appetize Technology" means,generically or together,the Appetize Platform(otherthan
Appetize Hardware or any other hardware and the Services), copies of computer programs and software
that Appetize provides for use in conjunction with Appetize Hardware or to end users to facilitate their purchase
of Merchandise or use of the Appetize Platform,and any and all related software applications(including mobile
applications),technology and documentation of Appetize provided hereunder.
(1) "Appetize Web Portal" means the web-based management console and related tools
accessible by Operator using an Internet browser and Access Credentials.
0) "Deliverable" means any materials,products and software delivered or required under
any SOW.
(k) "Deposit"means the Hardware Fees,taxes and shipping and handling fees required to be
paid under a Purchase Order prior to Appetize beginning the procurement process for certain Appetize
Hardware.
(I) "Development Services" means the custom software development services or other
professional services provided by Appetize to Operator under any SOW.
(m) "Error" means a failure of the Appetize Technology to perform substantially in
accordance with the material technical specification set forth in the applicable written functional description of
the Appetize Technology delivered to Operator by Appetize with the Appetize Technology (excluding
faults in such documentation).
(n) "Hardware Fees" means the fees payable by Operator to Appetize for the purchase of
Appetize Hardware under any Purchase Order.
(o) "License Activation Date" shall mean the date on which Appetize provides Access
Credentials to Operator and makes the Appetize Platform available for Operator access with respect to a
particular Operator location.
(p) "Merchandise" means a concession or item of merchandise offered for sale or sold by
Operator.
(q) "Nonconformity" means, in both its single and plural forms, any failure,error, defect or
inadequacy that impairs the functionality and use of a Deliverable,mutually identified by the parties,including
any failure (other than trivial failures)to meet any of the Deliverable's specifications or its Acceptance Criteria.
(r) "Operator Data" means any data used, generated or stored by Appetize (or its
subcontractors) in connection with Operator's use of the Appetize Platform, including without limitation,
Operator's end user customers'transaction data and personally identifiable information.
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II,
(s) "Ordering System" means the mobile application and other point-of-sale systems and
technology developed by Appetize for use by Operator's end users to input and transmit orders for
Merchandise via the Appetize Platform.
(t) "POSaaS" means point of sale as a service.
(u) "Reports" means reports that are available to Operator through the Appetize Web Portal.
(v) "Service Level Agreement" means the agreement between Appetize and Operator
setting forth the Support Services to be provided by Appetize hereunder,annexed hereto as Exhibit C.
(w) "Services" means, collectively,the Development Services, the Set-up Services, the
Subscription Services andthe Support Services.
(x) "Set-up Services" means the services provided to Operator by Appetize described in
Section 2.2.
(y) "Subscription Services" means the services provided to Operator by Appetize described
in Section 2.4.
(z) "Support Services" means the services provided by Appetize to Operator under any
Service Level Agreement.
(aa) "Term"has the meaning set forth in Section 8.
2. SERVICES
2.1 Development Services. Operator and Appetize shall execute a SOW for any Development
Services Operator wishes Appetize to provide. Each SOW shall constitute an agreement by and between
Operator and Appetize that,among other things,all of the terms and conditions of this Agreement shall govern
the provision of Development Services specified in such SOW.
2.2 Set-Up Services. Subject to the terms and conditions of this Agreement, Appetize will assist
Operator in(a) the procurement and installation of the Appetize Hardware; (b) the installation and testing of
the Appetize Platform; and(c)the training of Operator's personnel to use the Appetize Platform, such Set-Up
Services to be provided at a location, cost and dates/times to be expressly specified in a Purchase Order. The
project timeline for the Set-Up Services is annexed hereto as Exhibit G. In connection with the Set-up
Services, Operator will provide to Appetize a list of all Merchandise that Operator sells, including retail
purchase prices therefor("Merchandise List")via the Appetize Web Portal,as well as provide materials(such
as photos) reasonably necessary to customize the Ordering System's user interface for Operator's use.
Additional onsite support beyond the Set-Up Services is subj ect to the terms set forth in any applicable Purchase
Order or Service Level Agreement.
2.3 Project Management. Appetize and Operator will each identify a project manager who is
sufficiently experienced to provide the information and support necessary to the other parry for (a) the
performance of the Development Services under any SOW or (b) the Set-Up Services under any Purchase
Order. The parties' respective project managers shall be the primary points of contact for inquiries and
requests. Each such project manager shall provide the other with such information and assistance as may be
reasonably requested by the other from time to time for the purpose of the performance of the
Development Services or the Set-Up Services, as applicable.
2.4 Subscription Services. During the Term of this Agreement, Appetize shall provide to Operator
the recurring POSaaS services that are specified in a Purchase Order, all on the terms and conditions set forth
therein and herein. Subscription Services are hosted by Appetize through its subcontractor, Amazon Web
Services ("AWS"). All disaster recovery services are as provided by AWS pursuant to its agreement with
Appetize in accordance with its usual and customary practices.
2.5 Support Services. During the Term of this Agreement, Appetize shall provide to Operator the
Support Services set forth in the Service Level Agreement. Unless otherwise expressly agreed to by Appetize
in a separate written agreement between the parties, the Support Services do not include any support for, or
relating to, any third-party equipment or software.
2.6 Acceptance: Change Requests. Except to the extent expressly provided in a SOW, the parties
agree to comply with the Acceptance processes, procedures and requirements contained in Exhibit D
annexed hereto. Either parry may propose changes to the Services scope or performance schedule under
any SOW or Purchase Order by providing a request in writing to the other party, it being understood that
Appetize shall be entitled to changes in scope or performance schedule without penalty where changes in
scope or delays in performance are caused by Operator or any third party acting on Operator's behalf or in
concert therewith. Mutually agreed upon change requests will include any resulting adjustments to the Fees
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(as defined herein) charged and become part of the relevant SOW or Purchase Order when signed by both
parties(each,a"Change Request").
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3. USE OF THE APPETIZE PLATFORM
3.1 Access to the Appetize Platform. Subject to the terms and conditions of this Agreement,Appetize
grants to Operator a limited, non-exclusive, non-transferable, non-sub licensable right during the Term to:
(a) use the Appetize Technology, the Ordering System and the Appetize Hardware to access the Appetize
Platform on a POSaaS basis solely to: (1)receive,process and fulfill Merchandise orders; and(11) communicate
with customers in connection with Merchandise orders, as necessary to process and fulfill Merchandise
orders; and (b) use the Appetize Web Portal to: (1) access, review and download Reports; and (11) access the
Appetize Platform to perform other administrative functions permitted under this Agreement; in each case,
solely in connection with Operator's sales of Merchandise and Operator's internal business operations.
3.2 Submissions to Appetize Platform. Operator grants Appetize a limited, non-exclusive, non-
transferable, non-sublicensable right during the Term to make, use, modify, improve, reproduce and
distribute copies, publicly display and perform all writings, pictorial works, audiovisual works, motion
pictures and all other works that Operator submits to the Appetize Platform for the purpose of performing
under this Agreement and enabling Operator's use of the Appetize Platform to sell Merchandise (the
"Works"). Operator represents, warrants and guarantees that: (a) the Works are original to Operator or
were made on Operator's behalf and Operator owns or possesses sufficient right under all copyrights,
patents,trademarks and all other intellectual property rights of all parties relating to the Works necessary
to grant this license; and that (b) submitting and using the Works publicly in connection with the Appetize
Platform will (1) cause no injury, (11)violate no third party's rights of privacy or publicity, or(11) not constitute
a wrongful or illegal act of any kind.
3.3 Payment Transactions. Except as otherwise provided on any applicable Purchase Order, the
Operator is solely responsible for processing and collecting any and all payments for Merchandise purchased
through the Appetize Platform,using the Operator's own third parry payment and/or gateway processor(s).
3.4 Updates to Merchandise List. During the Term, Operator will promptly and regularly update the
Merchandise List through the Appetize Web Portal to reflect any changes in Merchandise offerings. Operator
shall maintain accurate prices for all Merchandise to reflect the actual retail price for such Merchandise
(including any applicable taxes) at Operator's physical concession stands or otherwise.
3.5 Use Restrictions. Except as otherwise expressly provided in this Agreement or to the extent
such restrictions are impermissible pursuant to applicable law, Operator will not, and will not permit or
authorize third parties to: (1) modify, reproduce, translate, enhance, disassemble, decompile, reverse
engineer or create derivative works of any portion of the Appetize Technology; (11) make rent, lease or
otherwise permit third parties to use any portion of the Appetize Technology; (111)remove,obscure or alter any
Appetize trademark, logo or marking from any Appetize Hardware or within any Appetize Technology;
(iv) operate any Appetize Technology end user programs on devices other than Appetize Hardware; or (v)
circumvent or disable any security or other technological features or measures of any portion of the Appetize
Technology.
3.6 Access Credentials Appetize may provide Operator with Access Credentials to enable Operator
to access the Appetize Platform and other services. Operator will not provide or disclose its Access Credentials
to any third party and will be solely responsible for maintaining the strict confidentiality of its Access
Credentials at all times. Operator will use only its Access Credentials and not the Access Credentials of any
third party. Operator will notify Appetize immediately of any use of Operator's Access Credentials by any third
party. Appetize will have no liability for any loss that Operator incurs as a result of third party's use of
Operator's Access Credentials, whether with or without Operator's knowledge or consent. Operator will be
liable for any losses incurred by Appetize or its Affiliates due to third-parry use of Operator's Access
Credentials.
3.7 Exclusivity. During the term of the Agreement,Appetize shall be Operator's exclusive provider of
point of sale systems.Operator shall not seek,solicit or accept identical or similar services from other providers
without the prior written consent of Appetize.
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3.8 Protection Against Unauthorized Use. Operator will use commercially reasonable efforts to
prevent any unauthorized use of the Appetize Platform and immediately notify Appetize in writing of any
unauthorized use that comes to Operator's attention.If there is unauthorized use by anyone who obtained access
to the Appetize Platform directly through Operator, Operator will take all steps reasonably necessary to
terminate such unauthorized use. Operator will cooperate and assist with any reasonable actions taken by
Appetize to prevent or terminate any unauthorized use of the Appetize Platform.
3.9 Business Practices. Operator's use of the Appetize Platform will comply with all applicable laws
and regulations, and Operator will refrain from any unethical conduct or any other conduct that may tend to
damage the reputation of Appetize. Operator will not make or publish any representations, warranties,
guarantees or commitments on behalf of Appetize concerning any matter whatsoever. Operator will ensure that
all of Operator's employees who operate the Appetize Platform are fully trained with respect to its use.
3.10 Transfer Among Location. Operator may, with the prior written consent of Appetize
which consent may be withheld in its sole discretion,transfer the Appetize Hardware and use of the Appetize
Platform among one or more of Operator's locations. If Appetize believes that additional Appetize Hardware
or Services are required to accomplish any transfer, it shall advise Operator of the pricing for the Appetize
Hardware and Services required to complete the requested transfer, and Appetize may condition the transfer
upon Operator's agreement to pay for any such additional Appetize Hardware or Services. In the event of
any such transfer, and whenever an Operator location ceases operations, Operator shall reset the Access
Credentials with respect to all affected Appetize Hardware and Subscription Services, such that the Access
Credentials with respect to the old or non-operating location are no longer operable.
3.11 Inspection Access. During the Term of this Agreement, Appetize representatives shall,
upon reasonable notice to Operator,be entitled to access any Operator venue using the Appetize Platform for
general servicing,training and inspection of the Appetize Platform.
4. APPETIZE HARDWARE
4.1 Appetize Hardware Owned by Appetize. Unless a Purchase Order specifically provides that
Operator is purchasing Appetize Hardware, Operator acknowledges that all Appetize Hardware remains the
property of Appetize, and that Operator possesses the Appetize Hardware only as a licensee, subject to the
terms of this Agreement,including without limitation,the licensed hardware terms and conditions set forth in
Exhibit E annexed hereto.
4.2 Operator Purchased Appetize Hardware. Third Part y Warranty. In the event Operator
purchases any Appetize Hardware under this Agreement and any applicable Purchase Order, then upon
payment in full of any Hardware Fees in respect thereof, Operator shall own all right,title and interest in and
to such Appetize Hardware. Appetize itself provides no warranty for Appetize Hardware that is purchased
by Operator under this Agreement and any Purchase Order. Appetize shall: (a) pass through to Operator any
warranty right it receives from a third-party device manufacturer of Appetize Hardware; and (b) reasonably
cooperate with Operator in enforcing such rights,at Operator's expense.
4.3 Appetize Hardware Maintenance Procedures. Returns of new and unused,or damaged,defective
or malfunctioning Appetize Hardware during the Term shall be governed by the procedures set forth on
Exhibit F annexed hereto.
5. BRANDING
5.1 Appetize Marks. Subject to the terms and conditions of this Agreement, Appetize grants to
Operator a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to use the
trademarks, logos and name of Appetize ("Appetize Marks") in connection with Operator's marketing or
advertising of its use of Appetize Platform;provided, that each use of the Appetize Marks by Operator is
approved by Appetize in writing in advance of any such use, and that Operator will only use the Appetize
Marks in accordance with Appetize's trademark use guidelines. Operator acknowledges that it has no
interest in the Appetize Marks other than the license granted under this Agreement and that Appetize will
remain the sole and exclusive owner of all right,title and interest in and to the Appetize Marks. Any use by
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Operator of the Appetize Marks, and all goodwill associated therewith, will inure solely to the benefit of
Appetize.
5.2 Branding. Operator will not conceal or alter Appetize's trademark or branding, or its asset
tracking information fixed on Appetize Hardware. Operator will not,absent Appetize's express written consent,
place its own branding, or that of any third party, on the Appetize Hardware or on any AppetizeTechnology or
otherwise in connection with this Agreement, except that Operator may affix to Appetize Hardware printed
material displaying menu or other information of use to its end user customers. During the Term,Operator agrees
that: (a)Appetize may place the Appetize Marks or its other standard corporate branding on any Appetize Hardware
unit related to Appetize or the Ordering System;and(b)Appetize may place the Appetize Marks or its other standard
corporate branding on any white-labeled, custom-developed or other modified versions of the Appetize Hardware,
Ordering System or the Appetize Platform.
6. REPORTS
6.1 Reports During the Term, Operator will have access to the Reports available on the Appetize
Platform.
6.2 Error Reporting. Operator will document and promptly report to Appetize all detected Errors in the
Appetize Technology with sufficient detail to permit Appetize to reproduce the Error. Operator will provide
reasonable assistance to Appetize in recreating and diagnosing each Error. Operator will provideAppetize with
reasonable access to all necessary personnel to answer questions regarding Errors and otherproblems reported
by Operator.
6.3 Error Corrections. Appetize will use commercially reasonable efforts to correct Errors affecting
Operator's use of the Appetize Technology with a level of effort commensurate with the severity of the Error, as
more fully set forth in the Service Level Agreement.
7. FEES AND PA"IENT TERMS
7.1 Fees. Operator will pay to Appetize the fees set forth in each SOW or Purchase Order,as
applicable,including without limitation,fees for Development Services,Appetize Hardware, Set-Up Services
and Subscription Services (collectively,the"Fees").
7.2 Hardware Fees. Appetize may invoice Operator for Hardware Fees set forth in any Purchase Order
immediately upon execution of such Purchase Order,or at any time thereafter. Appetize will not be obligated to
order, procure, ship or deliver to Operator any Appetize Hardware until any Deposit on such invoiced Hardware
Fees has been paid in accordance with the terms hereof, and in the event that any such Deposit is not timely paid
in full, any schedule, date or deadline for the delivery of such Appetize Hardware will be automatically extended
by one day for each day the Deposit remains unpaid after the due date for the payment of such Deposit.
7.3 Service Fees. Appetize shall invoice Operator for any Fees due in respect of Services as
follows:
(a) Development Services as set forth in the applicable SOW;
(b) Set-Up Services as set forth in the applicable Purchase Order;
(c) Subscription Services from and after the License Activation Date, as set forth herein and inthe
applicable Purchase Order;and
(d) Support Services as set forth in the applicable Purchase Order or Service Level Agreement.
7.4 Paement Terms. All invoices and payments shall be in United States Dollars. If Operator
believes there is an error on any particular invoice, Operator will notify Appetize of the error in writing within
thirty (30) days of the invoice date, or else the invoice shall be deemed correct and payable in full. Operator
shall pay the undisputed portion of each invoice within thirty (30) days of the date of each such
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invoice b either a wire transfer to a bank account designated b Appetize or delivery to Appetize of a
Y O g Y pp O n' pp
bank check immediately payable to Appetize and drawn on a United States bank account with sufficient
funds. The parties shall work in good faith to resolve all invoice and billing disputes as soon as reasonably
practicable after the dispute arises.
7.5 Late Payments. If Operator fails to make a payment to Appetize when due, such unpaid
amount will accrue interest at a rate equal to 1% of the unpaid balance per calendar month or the highest
rate permitted by applicable law,whichever is less, determined and compounded daily from the date such
payment is due until the date such payment is paid to Appetize.
7.6 Taxes. Operator is responsible for and will pay any and all taxes and other governmental
charges applicable to its purchase or use of the Appetize Hardware,the Services,the Merchandise and the sale
thereof, and all transactions and payments made through the Appetize Platform or made pursuant tothis
Agreement, except for taxes imposed on the net income, personnel or real property of Appetize.
7.7 Suspension of Service. Notwithstanding anything to the contrary contained herein, in the event
any invoice remains unpaid sixty (60) days after becoming due, Appetize shall have the right to suspend
any and all Services being provided hereunder until such invoice is paid in full.
8. TERM AND TERMINATION
8.1 Term. This Agreement shall commence on the Effective Date and, unless terminated early
pursuant to the terms of this Agreement, continue for a term of five (5) years from the Effective Date (the
"Initial Term"). This Agreement shall automatically renew at the end of the Initial Term and any Renewal
Term (as defined herein) for additional terms of one (1)year(each, a "Renewal Term" and together with the
Initial Term, the "Term") until Appetize or Operator gives notice to the other party at least three (3)
months prior to the expiration of the then current term of its intent not to renew the Agreement(a "Non-
Renewal Notice") or the Agreement is earlier terminated in accordance with the terms hereof. Each
Purchase Order regarding the deployment of the Appetize Platform at an Operator location shall have an
Initial Term of five (5) years from the License Activation Date for the location under such Purchase Order(a
"PO Initial Term"). Each Purchase Order shall automatically renew at the end of the PO Initial Term for
additional terms of one (1) year (each, a "PO Renewal Term"), until Appetize or Operator gives a Non-
Renewal Notice to the other party at least three (3) months prior to the expiration of the then current term
for a particular Purchase Order or the Purchase Order is earlier terminated in accordance with the terms
hereof. Notwithstanding anything to the contrary contained herein,this Agreement shall survive expiration or
early termination as to any Operator location that continues to use the Appetize Platform under any
Purchase Order until such Purchase Order expires or is terminated in accordance with the terms hereof.
8.2 Notice of Breach. If either party breaches this Agreement, then the non-breaching party may
give the breaching party written notice of the breach (including a statement of the facts relating to the breach,
the provisions of this Agreement that are in breach and the action required to cure the breach) and of the
non-breaching party's right to terminate the Agreement pursuant to Section 8.3 if the breach is not cured
within thirty (30) days after the breaching party's receipt of such notice (or such later date as may be
specified in such notice).
8.3 Termination for Breach. If the breaching party fails to cure a breach specified in any notice
given under Section 8.2 within thirty(30)days after receipt of notice (or such later date as may be specified in
such notice) then the non-breaching party may immediately terminate this Agreement by giving the
breaching party written notice of termination. If Operator fails to timely pay any Fees due to Appetize under
this Agreement, Appetize may, without limitation to any of its other rights or remedies, suspend Operator's
access to the Appetize Platform and the performance of any Services until it receives all undisputed amounts
due.
8.4 Termination for Bankruptcy. Either party may terminate this Agreement immediately upon
written notice to the other party if the other party: (a) is liquidated, dissolved or adjudged to be in a state of
bankruptcy or receivership; (b) is insolvent, unable to pay its debts as they become due, makes an assignment
to or for the benefit of its creditors or takes advantage of any law for the benefit of debtors; or (c) ceases to
conduct business for any reason on an ongoing basis leaving no successor in interest.
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8.5 Effect of Termination. Upon the expiration or termination of this Agreement or any Purchase Order
as to one or more Operator venues, Operator shall work with Appetize to return the Appetize Hardware and
Appetize Technology from any such venue in good repair,condition and working order,ordinary wear and tear
excepted.
8.6 Past-Termination Obligations.If this Agreement expires or is terminated for any reason,the following
obligations will survive such expiration or termination: (a) any and all liabilities accrued prior to the effective date
of the expiration or termination; and(b) Sections 3.5, 5, 8.6,9, 10, 11, 12, 13, 15 and 16. It is also understood that
this Agreement shall survive expiration or early termination as to any Operator location that continues to use
the Appetize Platform under any Purchase Order until such Purchase Orderexpires or is terminated in
accordance with the terms hereof.
9. INTELLECTUAL PROPERTY; OPERATOR DATA
9.19 Ownership of the Appetize Platform- Rights Reserved. Except as expressly set forth in this
Agreement, neither party assigns any right, title, or interest in, or grants any licenses under, any patent,
copyright,lrade secret,trademark,or other intellectual property right of such parry,whether by implication,estoppel,
or otherwise.Appetize or its licensors own and shall retain all proprietary rights,including all patent,copyright,
trade secret, trademark and other intellectual property rights, in and to the Appetize Platform. Except as
expressly granted in Section 3.1 or except with respect to any Appetize Hardware purchased and owned by
Operator, Operator will not have any rights to the Appetize Platform, includingwithout limitation, any other
non-express or implied right to make,use, sell,offer for sale,reproduce or distribute copies,modify,improve or
prepare derivative works,or publicly perform or display the Appetize Platform or any part thereof.
9.2 Ownership of Deliverables under any SOW. Except as otherwise specifically set forth in a SOW,all
Deliverables specified in any SOW, or arising out of work performed by Appetize under any SOW, and any
inventions, ideas or original works of authorship in whole or in part conceived or made by Appetize which arise
from or result from the work performed by Appetize for Operator under any SOW shall be owned exclusively
by Appetize,whether or not fixed in a tangible medium of expression. j
9.3 Matters Related to Operator Data.
(a) As between Appetize and Operator, Operator is and shall remain the sole and exclusive owner
of all right, title and interest in and to the Operator Data. Operator hereby authorizes Appetize to access,use
and display Operator Data solely for the purpose of enabling and using the Appetize Platformunder the terms of
this Agreement for the benefit of Operator and for no other purpose of Appetize or of any other third party;provided,
however, that Appetize may use anonymized and de-identified, aggregated Operator Data for purposes of
improving the Appetize Platform. Appetize agrees that it shall not, nor shall it permit or assist any other party to,
disassemble,decompile or reverse engineer all or any part ofthe Operator Data.
(b) The parties acknowledge and agree that with regard to the processing of personal information
regulated under the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq. ("CCPA"), solely between the
parties hereto and with respect to this Agreement,Operator is a "business" and Appetize is a"service provider," as
such terms are defined in the CCPA. Appetize is prohibited from retaining, usimg or disclosing the personal
information contained in any Operator Data that it processes on behalf of Operator for any purpose other than for
the specific purpose of performing the services specified in this Agreement, or as otherwise permitted by law.
Appetize is prohibited from "selling" the personal information that is contained in any Operator Data that it
processes on behalf of Operator, as that term is defined in the CCPA. Appetize shall implement and maintain
reasonable security procedures and practices to protectthe OperatorData that it processes on behalf of Operator.
(c) Appetize shall cooperate in good faith with Operator as to any reasonable requests made by
Operator to ensure compliance with the CCPA and make available to Operator all information necessary to
demonstrate Appetize's implementation of the requirements set forth in this Agreement, including inspections
conducted by the Operator or an auditor designated by Operator.
8 Appetize Technologies,Inc.Confidential Customer Initials
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(d) For the duration of this Agreement, Operator agrees that it shall maintain and comply with
Operator's privacy policy that conforms to all relevant privacy laws and regulations, including the CCPA, and
that such privacy policy will include appropriate disclosures regarding the sharing of personal information with
service providers,including Appetize.
(c) Appetize certifies that it understands all of its obligations under this Section 9.3 and will
comply with them.
9.4 Feedback. Operator grants to Appetize a royalty-free, fully paid-up, nonexclusive, perpetual,
irrevocable, worldwide, transferable, sublicensable license to use, copy, modify or distribute, including by
incorporating into the Appetize Platform, any suggestions, enhancement requests, recommendations or
other feedback provided by Operator to Appetize.
10. WARRANTIES AND DISCLAIMER
10.1 Mutual Warranties. Each parry hereto represents and warrants to the other that: (a) this
Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable
against such parry in accordance with its terms; (b) no authorization or approval from any third parry is
required in connection with such parry's execution, delivery or performance of this Agreement; (c) the
execution, delivery and performance of this Agreement does not violate the laws of any jurisdiction or the
terms or conditions of any other agreement to which it is a party or by which it is otherwise bound; and (d) it
will comply with all applicable laws in connection with this Agreement.
10.2 Appetize WarrantX.Appetize represents and warrants that: (a)it shall perform the Services
in a professional, diligent, workmanlike manner in accordance with this Agreement; and (b) the Appetize
Technology will conform in all material respects to the documentation for the Appetize Technologyto the extent
Operator uses the Appetize Technology for its intended purposes and in accordance with the documentation
which Appetize provides;provided, however, that Appetize's sole obligation and Operator's sole remedy for a
breach of the warranty in subsection (b) is that Appetize will, upon notice of nonconformance, make
commercially reasonable efforts to remedy such nonconformance as further set forth in the Service Level
Agreement. Appetize advises Operator not to install or operate any computer programs or applications on
Appetize Hardware other than that which is provided by Appetize for use on the specific Appetize Hardware
device at any given time. INSTALLING OR USING ANY OTHER COMPUTER PROGRAMS OR APPLICATIONS
ON OR WITH THE APPETIZE PLATFORM VOIDS ALL APPETIZE WARRANTIES. Operator may replace Appetize
Hardware with devices approved by Appetize in its reasonable discretion as compatible with Appetize
Technology; provided, however, that Appetize makes no warranty as to the properf nictioning of any such
devices that replace Appetize Hardware.
10.3 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN
THIS SECTION 10.3, APPETIZE MAKES NO ADDITIONALREPRESENTATION OR WARRANTY OF ANY KIND
WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY
MATTER WHATSOEVER. APPETIZE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY,
ACCURACY, TITLE AND NON-INFRINGEMENT. APPETIZE DOES NOT WARRANT THAT THE APPETIZE
PLATFORM IS OR WILL BE ERROR-FREE OR THAT OPERATION OF THE APPETIZE PLATFORM WILL BE
SECURE OR UNINTERRUPTED. APPETIZE EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY
LIABILITY ARISING OUT OF OR BASED UPON OPERATOR'S USE OF THE APPETIZE PLATFORM UNLESS
SUCH USE IS IN COMPLIANCE WITH APPETIZE DIRECTION, GUIDANCE OR RECOMMENDATION.
11. INDEMNIFICATION BY APPETIZE
11.1 Defense. Appetize will defend Operator and its employees, directors, agents, and
representatives("Operator Indemnified Parties") from: (a)any actual or threatened third party claim thatthe
Appetize Technology infringes or misappropriates any U.S. patent issued as of the Effective Date or any
copyright or trade secret of any third party during the Term; and (b) any third-party claim arising from
Appetize's gross negligence, willful misconduct, violation of law or breach of this Agreement, in each case
only if the applicable Operator Indemnified Party: (i) gives Appetize prompt written notice of the claim; (ii)
gives Appetize complete control over the defense and settlement of the claim; provided, however, that
9 Appetize Technologies,Inc.Confidential Customer Initials
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II
I
Appetize will not without the consent of Operator agree to any settlement that admits fault by Operator or
requires Operator to pay money; (iii) provides information and assistance in connection with the defense
and settlement of the claim as Appetize may reasonably request; and (iv) complies with any settlement or
court order made in connection with the claim (e.g., relating to the future use of any infringing or allegedly
infringing materials).
11.2 Indemnification.Appetize will indemnify each of the Operator Indemnified Parties against:
(a)all damages, costs and attorneys'fees finally awarded against any of them in any proceeding under Section
11.1; (b) all out-of-pocket costs (including reasonable attorneys' fees) reasonably incurred by any of them in
connection with the defense of such proceeding(other than attorneys'fees and costs incurred without Appetize's
consent after Appetize has accepted defense of such claim); and (c) if any proceeding arising under Section
11.1 is settled,all amounts to any third party agreed to by Appetize in settlement of any such claims.
11.3 Mitigation of Infringement Action. If Operator's use of the Appetize Platform is, or in
Appetize's reasonable opinion is likely to become, enjoined or materially diminished as a result of a
proceeding arising under Section 11.1,then Appetize will either: (a) procure the continuing right of Operator
to use the Appetize Platform; (b) replace or modify the Appetize Platform in a functionally equivalent manner
so that it no longer infringes; or if, despite its commercially reasonable efforts,Appetize is unable to do either
(a) or (b),Appetize may (c)terminate this Agreement.
11.4 Exclusions. Appetize will have no obligation under this Section 11 for any infringement
or alleged infringement to the extent that it arises out of or is based upon: (a) the combination, operation, or
use of the Appetize Platform together with other components not provided by Appetize, if such infringement
or alleged infringement would have been avoided but for such combination, operation or use; (b) designs,
requirements,or specifications required by or provided by Operator,if the infringement or alleged infringement
would not have occurred but for such designs,requirements or specifications; (c)use of the Appetize Platform
outside of the scope of the rights granted to Operator; (d) Operator's failure to use the latest release of any
Appetize Technology or to comply with instructions provided by Appetize, if the infringement or alleged 1
infringement would not have occurred but for such failure; or (e) any modification of any portion of the
Appetize Technology not made by Appetize where such infringement or alleged infringement would not have
occurred absent such modification.
11.5 Exclusive Remedy. This Section 11.5 states Appetize's sole and exclusive liability, and
Operator's sole and exclusive remedy, for the actual or alleged infringement of any third-party intellectual
property right by any portion of the Appetize Platform.
12. INDEMNIFICATION BY OPERATOR
12.1 Defense by Operator. Operator will defend Appetize and its employees, directors, agents
and representatives ("Appetize Indemnified Parties") from any actual or threatened third party claim
arising out of or based upon: (a) Operator's fulfillment of orders for Merchandise; (b) claims arising from the use or misuse of Access Credentials; and(c) Operator's gross negligence,willful misconduct,violation of law
or breach of this Agreement, in each case only if Appetize: (1) gives Operator prompt written notice of the
claim: (11) grants Operator complete control over the defense and settlement of the claim;provided, however,
that Operator will not without the consent of Appetize agree to any settlement that admits fault by Appetize or
requires Appetize to pay money; and (iii) provides such information and assistance with the defense and
settlement of the claim as Operator may reasonably request.
12.2 Indemnification by Operator. Operator will indemnify Appetize against (a) all damages,
costs and attorneys'fees finally awarded against Appetize in any proceeding under Section 12.1; (b)all out-of-
pocket costs (including reasonable attorneys' fees) reasonably incurred by Appetize in connection with the
defense of such proceeding (other than attorneys' fees and costs incurred without Operator's consent after
Operator has accepted defense of such claim);and(c)if any proceeding arising under Section 12.1 issettled,
Operator will pay any amounts to any third party agreed to by Operator in settlement of any such claims. This
Section 12.1 will apply regardless of any insurance coverage held by Appetize.
10 Appetize Technologies,Inc.Confidential Customer Initials
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13. LIMITATIONS OF LIABILITY
13.1 Disclaimer of Indirect Daman. EXCEPT FOR BREACHES OF SECTION 15
(CONFIDENTIALITY) AND PAYMENTS TO THIRD PARTIES MADE PURSUANT TO SECTIONS 11 AND 12
(INDEMNIFICATION), NEITHER PARTY WILL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER
PARTY FOR CONSEQUENTIAL,INCIDENTAL,SPECIAL,PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF
OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR LOSS OF
BUSINESS,EVEN IF A PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
13.2 Cap on Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION AND DEFENSE
OBLIGATIONS UNDER SECTIONS 11 AND 12 OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL
EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT(INCLUDING,BUT NOT
LIMITED TO, WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY
ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR
OTHERWISE,EXCEED THE AGGREGATE FEES(BUT NOT INCLUDING ANY HARDWARE FEES OR DEPOSITS PAID
THEREON) PAID OR PAYABLE TO APPETIZE BY OPERATOR DURING THE TWELVE (12) MONTHS
IMMEDIATELY PRECEDING THE ACTS OR CIRCUMSTANCES FROM WHICH SUCH LIABILITY AROSE.
13.3 Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT
PROVIDES FOR A LIMITATION OF LIABILITY,DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES IS
INTENDED TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS
REFLECTED IN THE PRICING OFFERED BY APPETIZE UNDER THIS AGREEMENT AND IS AN ESSENTIAL
ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS
SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. ALL SUCH
LIMITATIONS, DISCLAIMERS AND EXCLUSIONS (INCLUDING THIS SECTION 13.3) WILL APPLY
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
14. INSURANCE
14.1 Coverage Requirements. Without in any way limiting the indemnification obligations of
either party under this Agreement, Appetize shall at its sole expense procure and maintain at all times during
the Term all of the following insurance: (a) commercial general liability insurance of not less than $2,000,000
each occurrence and $2,000,000 in the aggregate; (b) an umbrella or excess liability insurance policy in an
amount of not less than $5,000,000 per occurrence; (c) worker's compensation insurance that complies fully
with all applicable statutory requirements; and(d)cyber liability insurance coverage with minimum aggregate
policy limits of not less than$3,000,000 per occurrence and$3,000,000 in aggregate covering liabilities arising
from: (1) breaches of security, including media liability coverage and breach notification coverage; (n)
violation of any right to privacy,breach of federal, state or foreign security and/or privacy laws or regulations;
and(111)data theft,damage,destruction or corruption,including unauthorized access,unauthorized use,identity
theft, theft of personally identifiable information or confidential corporate information, transmission of a
computer virus or other type of malicious code.As and when reasonably requested by Operator,Company shall
deliver to Operator certificates of insurance confirming the existence of the insurance required by this
Agreement and naming the Operator and its affiliates as additional insureds thereunder. By requiring and
providing coverage pursuant to the limits set forth herein,neither party represents that such coverage and limits
will necessarily be adequate with respect to any particular claim or claims.
15. CONFIDENTIALITY
15.1 Definition. "Confidential Information"means any trade secrets,data or other information
of a party relating to its performance under this Agreement, whether of a technical, business or other nature,
including Operator Data and any information relating to a parry's technology, software, products, services,
designs,methodologies, business plans,finances, marketing plans, customers,prospects or other affairs,that
is disclosed to the receiving party during the Term and that such receiving party knows or has reason to know
is confidential, proprietary or trade secret information of the disclosing parry; except that Confidential
Information does not include any information that: (a) was known to the receiving parry prior to receiving the
same from the disclosing Party in connection with this Agreement; (b) is independently developed by the
receiving Party without use of or reference to the Confidential Information of the disclosing
11 Appetize Technologies, Inc. Confidential Customer Initials
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�I
Party; (c)is acquired by the receiving Party from another source without restriction as to use or disclosure;or(d)is
or becomes publicly known through no fault or action ofthe receiving party. j
15.2 Restricted Use and Nondisclosure. During and after the Term,each receiving parry will
(a) use the disclosing party's Confidential Information solely to perform receiving party's obligations and
exercise receiving party's rights under this Agreement; (b) not disclose the other party's Confidential
Information to a third parry unless such third party must access the Confidential Information to perform in
accordance with this Agreement and such third parry has executed a written agreement that contains terms that are
substantially similar to the terms contained in this Section 15; and (c) maintain the secrecy of, and protect from
unauthorized use and disclosure, the other party's Confidential Information to the same extent (but using no less
than a reasonable degree of care) that receiving party protects its own Confidential Information of a similar
nature.
15.3 Required Disclosure. If receiving party is required by law or judicial process to disclose
Confidential Information, such receiving parry must give prompt written notice to disclosing party of such
requirement before such disclosure and, upon disclosing parry's request, provide reasonable assistance to the
disclosing parry in obtaining a protective order.
15.4 Return ofMaterials. Upon the termination or expiration of this Agreement, each receiving
party will, upon disclosing party's request, deliver to the disclosing parry or destroy all of disclosing parry's
Confidential Information-that such receiving party may have in its possession or control.
16.GENERAL
16.1 Governing._ Law. This Agreement will be interpreted, construed and enforced in all respects
in accordance with the laws of the State of California,without regard to its conflict of laws principles.
16.2 Dispute Resolution. Any dispute between the parties arising out of or in connection withthis
Agreement or any breach thereof shall be settled by arbitration in Los Angeles County, California, by a single
arbitrator chosen and acting in accordance with the rules of Judicial & Mediation Services, Inc. ("JAMS").
Discovery will be permitted in accordance with the Federal Rules of Civil Procedure. The award rendered by the
arbitrator shall be final and binding on the parties,and judgmentthereon maybe entered inany court of competent
jurisdiction. Notwithstanding the foregoing, either party may seek equitable or injunctive relief in any court of
competent jurisdiction to stop or prevent any threatened or actual violation of Section 15 (Confidentiality)or any
misappropriation of trade secrets,infringement of intellectual property or any dangerous condition that threatens or
has caused bodily injury. Each party hereby waives its right to trial byjury and each party waives its right to
participate in any class action or multi plaintiffaction against the other.
16.3 Relationship. Appetize is an independent contractor (and not an agent or representative of
Operator) in the performance of this Agreement. This Agreement does not, and will not be interpreted or construed
to, create or evidence any association, joint venture, partnership or franchise between the parties; impose any
partnership or franchise obligation or liability on either parry; or prohibit or restrict Appetize from performing
any services for any third parry or providing any products to any third party.
16.4 AssignahLhjy. Neither party shall assign any part of this Agreement or delegate any of the
obligations set forth herein without the prior written consent of the other party, and any attempt to assign this
Agreement in whole or in part without the otherparty's prior written consent is void; except-that either party may
assign this Agreement in its entirety without such prior written consent to any parent entity, subsidiary entity
or Affiliate of such parry, or to such party's successor in interest in connection with a merger, acquisition,
reorganization or change of control of such party,or the sale of substantially all of such parry's assets to which this
Agreement pertains.
16.S Subcontractors. Appetize may utilize one or more subcontractors or other third parties to
perform its duties under this Agreement; provided that Appetize shall remain responsible for all of its
obligations under this Agreement.
16.6 References. Appetize may request of Operator, and Operator is not obligated to agree to, but
will consider in good faith, Appetize's request to: (a)make one or more representatives reasonably
12 Appetize Technologies, Inc. Confidential Customer Initials
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available for reference inquiries from potential Appetize customers, Partners and investorsS b Permit Appetize to
i
create and publish a case study describing in general terms the nature of Operator's use of the Appetize Platform; and/or
(c) permit Appetize to issue and publish a press release containing a quotationfrom a representative of Operator
announcing that Operator and Appetize have entered into this Agreement.
16.7 Notices. Any notice required or expressly permitted to be given under this Agreementwill be
made in writing and will be deemed given: (a)four(4)days after being sent by certified United States mail;or(b)two(2)
days after being sent by a reputable overnight courier such as Federal Express, in either case with delivery confirmation
and all postage and delivery fees prepaid, to the appropriate party at the address set forth on the signature page of
this Agreement,or to such other address as either party may provide from time to time by notice to the other party in
accordance with this section. 1
16.8 Force Majeure. Appetize will not be liable for, or be considered to be in breach of or default
under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any
natural disaster,fire, earthquake,flood, weather condition, epidemic, acts of war or terror, civil disorder or disturbance,
explosion, sabotage, technology attacks, governmental action or prohibition, failure of power, transportation or
communication systems, or any other cause or condition beyond Appetize's reasonable control, so long as
Appetize uses all commercially reasonable efforts to avoid or remove such causes of non-performance.
16.9 Government Rights.All software components of the Appetize Technology are commercialcomputer
software.Government technical data and software rights related to such software include onlythose rights customarily
provided to commercial licensees. This customary commercial license is provided in accordance with FAR 12.211
(Technical Data)and FAR 12.212(Software)and,for Department of Defense transactions,DFAR 252.227-7015(Technical
Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software
Documentation). If a government agency has a need for rights not granted under this Agreement, it must negotiate
with Appetize to determine if there areacceptable terms for granting those rights, and a mutually acceptable written
addendum specifically granting those rights must be included in any applicable agreement.
16.10 Waiver.The waiver by either party of any breach of any provision of this Agreement does not waive
any other breach. The failure of any party to insist on strict performance of any covenant orobligation in
accordance with this Agreement will not be a waiver of such party's right to demand strict compliance in the future,
nor will the same be construed as a novation of this Agreement.
16.11 Severability. If any provision of this Agreement is found to be illegal,unenforceable or invalid,
the remaining portions of this Agreement will remain in full force and effect,and the parties agree to replace such illegal,
unenforceable or invalid provision with a legal, enforceable and valid provision that effects the original intent of the
parties with respect to such provision.
16.12 Commencinggal Action.Any action arising out of this Agreement(including any action for breach
of this Agreement or any arbitration or petition for equitable relief)must be commenced withinone year from the date
that the right,claim or cause of action first accrued.
16.13 Interpretation. The parties have had an equal opportunity to participate in the draftingof this
Agreement and the attached exhibits. No ambiguity will be construed against any party based upon a claim that that party
drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement
have been inserted for identification and reference purposes only and will not be used to construe or interpret this
Agreement. Whenever required by context,a singular numberwill include the plural,the plural number will include the
singular,and the gender of any pronoun will include all genders. Any reference to any agreement,document or instrument
will mean such agreement,document or instrument as amended or modified and in effect from time to time in accordance
with the terms thereof Whenever the words"include," "includes" or"including" are used in this Agreement,they will
be deemed to be followed by the words "without limitation." Whenever the words "hereunder," "hereof," "hereto"
and words of similar import are used in this Agreement,they will be deemed references to this Agreement as a whole and
not to any particular article, section or other provision hereof The word "or" is used in theinclusive sense of
"and/or." The terms"or," "any"and"either" are not exclusive.
13 Appetize Technologies, foe. Confidential Customer Initials
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I
16.14 Amendment. This Agreement may be amended or modified only by a written agreement signed
by an authorized agent of the part'against whom enforcement is sought.
16.15 Supremacy. The terms of this Agreement prevail if there is any conflict between any termin this
Agreement and any term in a SOW or a Purchase Order,except to the extent the term in the SOW or Purchase Order,
as applicable, specifically references the term in this Agreement and amends it in accordance with Section 16.14.
16.16 Entire Agreement. This Agreement, including all SOW's, Purchase Orders, schedules and
exhibits expressly referred to by or incorporated by reference into this Agreement, is the final and complete
expression of the agreement between these parties regarding the Appetize Platform.This Agreement supersedes,
and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all
ofwhich are merged into this Agreement,except thatthis Agreement does not supersede any prior nondisclosure
or comparable agreement between the parties executed prior to this Agreement being executed.
16.17 Counterparts. This Agreement and any signed agreement or instrument entered into in
connection with this Agreement, and any amendments hereto or thereto, may be executed in two or more
counterparts and by the different parties hereto on separate counterparts,each of which when so executed
and delivered will be an original,but all of which together will constitute one and the same instrument. Any such
counterpart,to the extent delivered by means of a fax machine or by .pdf, Alf, .gif, Jpeg or similar attachment
to electronic mail (any such delivery, an "Electronic Delivery") will be treated in all manner and respects as an
original executed counterpart and will be considered to have the same binding legal effect as if it were the original
signed version thereof delivered in person.
Addendum 1: City of Fort
Worth Terms and Conditions
Exhibit A: Statement of Work
Exhibit B: Service Level Agreement
Exhibit C: Acceptance Procedures
Exhibit D: Appetize Technology License Terms
Exhibit E: Appetize Hardware Returns
Exhibit F: Set-Up Services Project Timeline
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their respective duly
authorized representatives as ofthe Effective Date.
APPETIZE TECHNOLOGIES,INC. OPERATOR
DocuSigned by:
By:_ UNA, Y�l./il,{,(A,(J�J� By: Valerie Washington(Sep 2,202109:38 CDT)
Name: �s �oE .. Name: Valerie Washington
Title: cfo Title: Assistant City Manager
Address: 6601 Center Drive West Address: 200 Texas St
Suite 700 Fort Worth,TX 76109
Los Angeles, CA 90045
OFFICIAL RECORD
CITY SECRETARY
14 Appetize Technologies, Inc. Confidential
FT. WORTH, TX
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
i
EXHIBIT A
Statement of Work
I
15 Appetize Technologies, Inc. Confidential Customer Initials
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Appet*lze
Appetize Solution
Will Rogers Memorial Center - Full POS
Created for: Created by your Appetize Team:
City of Fort Worth Scott Crain
Will Rogers Memorial Center Dir.Strategic Accounts
Chris Harmon Scott.CrainPaooetize.com
chris.harmon@fortworthtexas.gov 214.789.9672
Appetize Technologies,Inc.
6601 Center Drive West Suite 700
Los Angeles,CA 90045
877.559.4225
Version 24-Jun-20
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Custom : City of Fort Worth
Location: WIII Rogers Memorial Center
Date: 12/1/20
Appetize POS Solution Workbook
Quote ti 7-006071 Service Plan 5 Years
mm
Solution Set Description
Appetize Activate POS Appetize Point of Sale Hardware Configuration Total $42,150.00
Appetite KDS Appetize Kitchen Display System Hardware Configuration Total $1,784.00
POS Accessories Optional Components $156.25
I ber Item Name Item Description ardware Subtotal: $44,09
7000-101 POS Staging(remote) Equipment Staging&Configuration $25.00 21 $525.00
7000-103 Remote Services Remote Configuration&Training $950.00 2 $1,900.00
7000-104 On Site Specialist On-Site System Configuration,Testing&Training $1,095.00 3 $3,285.00
7000-105 On Site Specialist Equipment Placement&Installation $950.00 1 $950.00 SN
7000-106 On Site Specialist Event Live Support $950.00 2 $1,900.00
7000-109 On Site Specialist Post Live Support&Follow Up $950.00 1 $950.00
7000-109 Remote Specialist Post Live Support&Follow Up $950.00 1 $950.00
Item Numb em Name Item Description EM Installation Subtotal: $10,460.00
9000-101 Activate Client POS Activate POS Client License $341.25 20 $6,825.00
9000-104 Activate KDS Activate KDS Client License $227.50 1 $227.50
9000-239 Interact-Web Platform Interact-Web Platform for Mobile and Online Ordering(Per Trans) $3,24&7S 1 $3,246.7S
9000-201 Connect Events Inventory Module Connect Events Inventory Module $2,596.75 1 $2,596.75
9000-199 lAppetize Gateway Interface Appetize Gateway Interface-(Freedom Pay) $G46.75 1 $646.75
Item Number Item Name I Annual License Subtotal:
Subtotal $6S,093.00
Customer Incentive Discount-Hardware -$ 4,409.03
Estimated Taxes* TBD
Shipping and Handling $881.81
Estimated Expenses $2,800.00
TotalYearl $67,365.79
Year2+ $13,542.75
Version 24-Jun-20
Estimated expenses are estimates only.Customer shall be liable for all actual and documented expenses incurred by Appetize in performing the services required under this
purchase order.
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Appetize Worksheet
Appetize
Summary Roll Up Page
PattH Product Description Unit Price Qty Extended
Android POS Kits4L
1000-511 Standard POS V2-10"Fliu Stand POS Setu V2- 10"Cashier Screen Onl w ex a an board&MSR Fli Stand 995.00 10 $9,950.00
1 OS
POS
KDS Kits
2000-205 JV2 12.9"IOS KDS Kit Counterto V212.9"IOS KDS Klt Counterto includes stand iPad&Ada tar Re'd 435.00 1 $435.00
1000-302B 12nd GEN PLUS Android All in One Black 2nd GEM PLUS POS Kit:10"Cash Drawer MSR 3"Printer 2D Scanner 2-line
Di-1725.00 10 $17,250.00
ppl
100-107 hPad Pro Lar e Pad Pro 12.9"-64G6 WiFi Onl S ace GraMS000j$4S00
0700-1o1G Rill Standard Cash Drawer RJ11-Standard Cash Drawer-5 Bill x 5 till drawer(Dimensins 160 1n $1,250.00800-304 3"Ethernet Web Printer 3"Ethernet Web Printer 0 1 $410.00
800-401G 3"USR ThermalRecei t Printer 3"Counterto Thermal Printer US8 ncludes US8 Cable0 10 $2,900.00900-310 In enicu Lane 3000 Freedum Pa In enicu Lane 3000 w/o Camera rF !ta,Pa00 20 $9,90o.00900-204 Bluestar Universal Stand-Lane Series Bluestart Univeral 7"FlexiPole Stand for Lane 3000,S000,7000,an0 20 $900.00
TOTAL
Summary Total: $43,934.00
III WIN !I1111111P
900-525 Patch Cable-5' Ethernet Patch Cable 5'• $1.85 10 $18.50
900-905 Patch Cable-10' Ethernet Patch Cable 10' $2.75 1 $2.75
900-S09G V2 A le Ethernet Kit for iPad Pro USB-C IV2 Apple Ethernet Kit for iPad Pro USB-C Includes ado ter and cable 135.00 1 $135.00
Optional Component Total:l SISISIS
Version 24-Jun-20
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Z/\ Appetize Worksheet
Appetize Appetize Activate POS-Standard
SUGGESTED USE CASES: Permanent POS installation at concession,portable,merch and isestands.
Part>f Product Description Unit Price- Qty Extended
Android 1000-511 PO Standard POS V2-10"Flip Stand S Setup V2- 10"Cashier Screen Onlyw/expansion board&MSR,Flip Stand 1 $995.00 1 10 $9,950.00
All-in-One POS Solutions w
1000-302B 2nd GEN PLUS Android All in One(Black) 2nd GEN PLUS POS kit:16"Cash Drawer,MSR,3"Printer,2D Scanner,2-line Display $1,725.00 1 10 $17,250.00
r _A.(
Cash
700-101G B IJ 3 Stan w dard Cash Draer RJ 11-Sta nda rd Ca sh Drawer-SBillx still drawer ❑i mensions 16x 16" includes cable 125.00 10 $1,250.00
Printers
800-401G 3"USB Thermal Receipt Printer 3"Countertop Thermal Printer USB,includes USB Cabl 1 $290.00 110 $2,900.00
900-310 1 In enico Lane 3000 Freedom PaV7 In enico Lane 3000 w/o Camera Freedom Pa 495.00 1 20 1 9,900.00
900-204 1 Bluestar Universal Stand-Lane Series Bluestart Univeral 7"FlexiPole Stand for Lane 3000 5000 7000 and 8000 1 $45.00 1 20 $900.00
TOTAL
Summary Total: $42,150.00
Optional
900-525 I Patch Cable-S' Ethernet Patch Cable 5' 1.85 1 10 18.50
Optional Component Total: $18.50
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Appetize Worksheet
Appetize Activate POS- KDS
SUGGESTED USE CASES: Permanent POS installation at concession,food courts and cafeterias.
Part tf Product Description Unit Price City Extended ���
POS&Kos Kits
2000-205 JV2 12.9"105 KDS Kit Countertop IV2 12.9"105 KDS Kit Countertop,includes stand(!Pad&Adaptor Req'd) $435.00 1 1 $435.00
ProductsApple 100-107 lPad Pro Large Pad Pro 12.9"-64GB,WiN Only Space Gray 1 $939.00 1 939.00
800-304 3"Ethernet Web Printer 3"Ethernet Web Printer $410.00 1 1 $410.00
TOTAL
Summary Total: $1,784.00
Optional Components -ow
900-905 IPatch Cable-10' Ethernet Patch Cable 10' 2.75 1 52.75
900-509G V2 Apple Ethernet Kit for iPad Pro USB-C V2 Apple Ethernet Kit for iPad Pro USB-C Includes adapter and cable 13S.00 1 135.00
Optional Component Total: $137.75
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
City of Fort Worth Appetite Technologies,Inc.
Will Rogers Memorial Center 6601 Center Drive West Suite 700
Chris Harman Los Angeles,CA 90095
Chris.harm on@ fortworthtexas.gov
12/1/20 Appetize
Statement of Work
Arena Complex-300 events per year
20 Terminals-combination of Fixed and Portable
1 KIDS
Mobile Web
Inventory
Service Type Description of Services Resources Days Total Rate Extended
POS Staging Staging and Configuration,DB Load,Testing and 4A 21 $ 25.00 $ S25.00
Remote Services Remote Programming and Configuration 1 2 2 $ 950.00 $ 1,900.00
ESN On Site Services Equipment Placement and Installation 1 1 1 $ 950.00 $ 950.00
On Site Services On-Site System Configuration,Testing&Training 1 3 3 $ 1,095.00 $ 3,285.00
On Site Services Live Support and Event Day Training-Event 1 TBD 2 2 $ 950.00 $ 1,900.00
On Site/Remote Services Post Live Support-Report Reconciling,Training&Event Analysis 1 2 2 $ 950.00 $ 1,900.00
$10,460.00
The parties hereby agree to the terms of this purchase order,subject to Appetize's standard terms and conditions,which terms and conditions shall apply hereto except as hereinafter
set forth.The parties agree that they shall negotiate in good faith a Point of Sale as a Service Subscription and Professional Services Agreement,which shall be incorporated herein in
its entirety by this reference upon execution(together with this purchase order,the"Agreement").Upon full execution of the Agreement by the parties below,this purchase order
shall be deemed a"Purchase Order"under the Agreement.Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
The parties hereby agree to the terms of this purchase order,subject to the terms and conditions of the attached Subscription Agreement,which is incorporated herein in its entirety by
this reference(together with this purchase order,the"Agreement").Upon full execution by the parties below,this purchase order will become effective and shall be deemed a
"Purchase Order"under the Agreement,effective as of the date hereof.Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
BILL TO:
City of Fort Worth Appetize Technologies,Inc. Account PUBLIC EVENTS&FACILITIES
Valerie Washington Dan Maehoek Address 20D Texas Street
City,State,Zip Fort W 0rth,TX 76102
Print Name Print Name ATTN: Chris Harmon
Email Chris.Harmon@fortworthtexas.gov
Assistant City Manager f Phone No. 817.392.5988
Title itle
I�I 61i �J1n, SHIFTO:
Weehington(Dec3,lUu 1232 CST) �v"V r'WvVVV{/t/L� Site Name: Will Rogers Me oval Center
Signature 6CKK35B1 C4E5... Address 3401 W.Lancaster Avenue
Dec3,2020 ZZ/J/ZOZO City,State,Zip I Fort Worth,Tx76107
ATTN: Chris Harmon
Date Date Email I Chris.Harmon@fortworthtexas.gov
Phone No. 1817.392.5998
Term of Agreement(Years) 5 Years from venue/location License Activation Date
Target Live Date 1/1/21 ACCOUNTING CONTACT INFORMATION
PO Number(if applicable) FW025-0000001369 QK Contact IChris Harmon
�S Email I Chris.Ha rmon@fortworthtexas.gov
PAYMENT TERMS I Phone 1817.392.5999
CONTRACT TOTAL $ 57,365.79
DEPOSIT AMOUNT $ 44,972.06 Complete Venue Information if different from Ship To address:
BALANCE DUE $ 22,393.73 Venue Location
Venue Name:
LICENSE AND SERVICES BILLING OPTIONS Contact Name:
Annual Billing Yes Address:
Monthly Billing(+5%) No City,State,Zip:
5 Year Custom *Customer is responsible for paying applicable taxes
Annual Billing Total $ 13,542.75 $ 13,5ITS ❑ Tax Exempt
Monthly Billing Total(+S%) $ 1,184.99 $ 1,184.99 (If checked,send exemption certificate to acc0unt1ngLaappet1zeapp.c0m)
As more fully set forth in the Agreement:
Payment remittance information: •Implementation availability subject to minimum 75-day advance notice
Appetize Technologies For ACH/Wire: `Hardware only shipped after receipt of required deposit(s)and requires 30-15 business days to ship
ATTN:Accounts Receivable Silicon Valley Bank *Purchase Order does not incude any applicable taxes,which are the responsbility of customer
6601 Center Drive West Suite 700 Routing#:121140399 •First year recurring SaaS subscription fees due prior to License Activation Date;fees billed annually thereafter
Los Angeles,CA 90045 Account#:3302128675 •If no"term"is specified above,the"term"is set forth in the Agreement
*At the conclusion of the initial term,this Purchase Order automatically renews as set forth in the Agreement
Version 24-1un-20
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Appeteize
Appetize Solution
Will Rogers Memorial Center - Kiosks
Created for: Created by your Appetize Team:
City of Fort Worth Scott Crain
Will Rogers Memorial Center Dir.Strategic Accounts
Valerie Washington Scott.Crain(@aonetize.com
Ana belle.Pannel I(@fortworthtexas.eov 214.789.9672
Appetite Technologies,Inc.
6601 Center Drive West Suite 700
Los Angeles,CA 90045
877.559.4225
Version 14-Feb-21
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Customer: City of Fort Worth
Location: Will Rogers Memorial Center
Date: 4/1/21
POS Solution Workbook
Quote# 7-006616 Appetize
00000mr— Service Plan 5 Years
Solution Set Description
Appetize Activate KIOSK Appetize KIOSK Hardware Configuration Total $6,800.00
POS Accessories Optional Components $5.50
Item Number Item Name Item Description Hardware Subtotal: $6,80S.50
7000-101 POS Staging(remote) Equipment Staging&Configuration $25.00 2 $5C.00
Item Number Item Name Item Description Installation Subtotal: $50.00
9000-120 Interact-Kiosk Client Interact Kiosk Client License $406.25 1 2 $812.50
Item Number Item Name Item Description Annual License Subtotal: $812.50
Subtotal $7,668.00
Customer Incentive Discount-Hardware -$ 680.55
Estimated Taxes* EXEMPT
Shipping and Handling $474.00
TotalYearl $7,461.45
Year2+1 $812.50
Version 14-Feb-21
Estimated expenses are estimates only.Customershall be liable for all actual and documented expenses incurred by Appetize in performing the services required underthis purchase order.
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
02\ Appetize Worksheet
Appetize Interact POS- KIOSK
SUGGESTED USE CASES: Permanent POS installation at concession,food courts and restaurant areas
Part q Product Description unit Price Qty Extended
Android Ki.sk Kits
1000-412 Olea V2-22"Landscape Countertop 22"Kiosk-Olea Stand Landscape(Counter Top)w/expansion board&MSR,w/Lane mount $2,615.00 1 $2,615.00
1000-413 Olea V2-22"Landscape Floor Model 22"Kiosk-Olea Stand Landscape(Floor Model)w/expansion board&MSR,w/Lane mount $2,615.00 1 $2,615.00
Printers
800-401G 3"USB Thermal Receipt Printer 3"Countertop Thermal Printer(USB),includes U5B Cable $29070 1 2 $580.00
900-310 Ingenico Lane 3000(Freedom Pay) I Ingenico Lane 3000 w/o Camera(Freedom Pay) $495.00 1 2 1 $990.00
TOTAL
Summary Total: $6,800.00
Optional components
900-905 Patch Cable-10' Ethernet Patch Cable 10' 1 $2.75 1 2 $5.50
Optional Component Total: $S.SO ¢�
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
City of Fort Worth Appetite Technologies,Inc. U U
Will Rogers Memorial Center 6601 Cents Drive West Drive Suite 700 ZZX
Valerie Washington Los Angeles,CA 90095
Ana bel le.Pa nnel I @fortworthtexa s.gov
4/1/21 Appetize
Statement of Work
2 Kiosks
Service Type Description of Services Resources Days Total Rate Extended
POS Staging Staging and Configuration,DB Load,Testing and CLA 2 $ 25.Do $ 50.00
$ 50.00
The parties hereby agree to the terms of this purchase order,subject to the terms and conditions of the attached Subscription Agreement,which is incorporated herein in its entirety by this
reference(together with this purchase order,the"Agreement').Upon full execution by the parties below,this purchase order will become effective and shall be deemed a"Purchase
Order"under the Agreement,effective as of the date hereof.Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
BILLTO:
City of Fort Worth Appetize Technologies,Inc. Account PUBLIC EVENTS&FACILITIES
Valerie Washington Marc Lakier Address 200 Texas Street
City,State,Zip Fort Worth,TX 76102
Print Name Prim Name ATTN: Chris Harmon
Assistant City Manager controller Email Chris.Harmon@fortworthtexas.eov
Phone No. 317.392.5988
Iva ,���D� Title Docu Signed by:
`L SHIP TO:
Valerie VJazhington(Apr 6,2u21 :17 CDT)
Site Name: Will Rogers Memorial Center
Signature 4ign4t $ tf 57F4B4... Address 3401 W.Lancaster Avenue
Apr 6,2021 `f/ �V�1 City,State,Zip Fort Worth,TX 76107
ATTN: Chris Harmon
Date Date Email Chris.Harmon@fortworthtexas.gov
Phone No. 817.392.5988
ux
Term of Agreement(Years) 5 Years from venue/location License Activation Date
�.( Target Live Date 5/1/21 ACCOUNTING CONTACT INFORMATION
as � Contact Chris Harmon
PO Number(if applicable) Q� /n,t Email Chris., mon(�fortwor[htexas.eov
Phone 817.392.5988
PAYMENT TERMS
CO#TRACT TOTAL $ 7,461.45 Cam plete Venue Inform atian if different from S hi p To address:
DEPOSIT AMOUNT $ 6,598.95 lVenue Location
BALANCE DUE $ 862.50 Venue Name:
Contact m Nae:
LICENSE AND SERVICES BILLING OPTIONS Address:
Annual Billingi Yes JCIty,State,Zip:
Monthly Billing(+5%)l No `Customer is responsible for paying applicable taxes
5 Year CAPEX ❑X Tax Exempt
Annual Billing Total $ 812.50 1$ (If checked,send exemption certificote to occcunting@appetu-PP.,cM)
Monthly Billing T.t,l(+5%)l 71.09 1$
As more fully set forth in the Agreement:
Payment remittance information: *Implementation availability subject to minimum 75-day advance notice
Appetize Technologies For ACH/Wire: *Hardware only shipped after receipt of required deposit(s)and requires 10-15 business days to ship
ATTN:Accounts Receivable Silicon Valley Bank *Purchase Order does not incude any applicable taxes,which are the responsbility of customer
6601 Center Drive West Suite 700 Routing#:121140399 *First year recurring SaaS subscription fees due prior to License Activation Date;fees billed annually thereafter
Los Angeles,CA 9004S Account#:3302129675 *If no"term s specified above,the"term"is set forth in the Agreement
*At the conclusion of the initial term,this Purchase order automatically renews as set forth in the Agreement
Version 14-Feb-21
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Please Remit Payment To:Appetize Technologies, Inc. 21
Appetize
6601 Center Drive West
Suite 700 Z7 INVOICE
Los Angeles, CA 90045
For electronic payment:
Silicon Valley Bank
Routing Number: 121140399 Date Invoice No.
Account Number:3302128675 4/1/2021 7-006616
Bill To: PO No. 0
Chris Harmon
PUBLIC EVENTS& FACILITIES
200 Texas Street
Fort Worth,TX 76102 DUE UPON RECEIPT
QTY Description Amount Tax
Will Rogers Memorial Center
1 Hardware Deposit 6598.95 EXEMPT
Total $6,598.95
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Appet*lze
Appetize Solution
Fort Worth Convention Center - Full POS
Created for: Created by your Appetize Team:
City of Fort Worth Scott Crain
Fort Worth Convention Center Dir.Strategic Accounts
Chris Harmon Scott.CrainPaooetize.com
chris.harmon@fortworthtexas.gov 214.789.9672
Appetize Technologies,Inc.
6601 Center Drive West Suite 700
Los Angeles,CA 90045
877.559.4225
Version 24-Jun-20
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Custom : City of Fort Worth
Location: Fort Worth Convention Center
Date: 12/1/20
Appetize POS Solution Workbook
Quote ti 7-006359 Service Plan 5 Years
mm
Solution Set Description
Appetize Activate POS Appetize Point of Sale Hardware Configuration Total $42,150.00
Appetite KDS Appetize Kitchen Display System Hardware Configuration Total $1,784.00
POS Accessories Optional Components $156.25
I ber Item Name Item Description ardware Subtotal: $44,09
7000-101 POS Staging(remote) Equipment Staging&Configuration $25.00 21 $525.00
7000-103 Remote Services Remote Configuration&Training $950.00 2 $1,900.00
7000-104 On Site Specialist On-Site System Configuration,Testing&Training $1,095.00 3 $3,285.00 $N
7000-105 On Site Specialist Equipment Placement&Installation $950.00 1 $950.00
7000-106 On Site Specialist Event Live Support $950.00 2 $1,900.00
7000-109 On Site Specialist Post Live Support&Follow Up $950.00 1 $950.00
7000-109 Remote Specialist Post Live Support&Follow Up $950.00 1 1 $950.00
Item Numb em Name Item Description M Installation Subtotal: $10,460.00
9000-101 Activate Client POS Activate POS Client License $341.25 20 $6,825.00
9000-104 Activate KDS Activate KDS Client License $227.50 1 $227.50
9000-239 Interact-Web Platform lInteract-Web Platform for Mobile and Online Ordering(Per Trans) $3,24&7S 1 $3,246.7S
9000-201 Connect Events Inventory Module lConnect Events Inventory Module $2,596.75 1 $2,596.75
9000-199 lAppetize Gateway Interface jAppetize Gateway Interface-(Freedom Pay) $G46.75 1 $646.75
Item Number Item Name I Annual License Subtotal:
Subtotal $6S,093.00
Customer Incentive Discount-Hardware -$ 4,409.03
Estimated Taxes* TBD
Shipping and Handling $881.81
Estimated Expenses $2,800.00
TotalYearl $67,365.79
Year2+ $13,542.75
Version 24-Jun-20
Estimated expenses are estimates only.Customer shall be liable for all actual and documented expenses incurred by Appetize in performing the services required under this
purchase order.
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Appetize Worksheet
Appetize
Summary Roll Up Page
PattH Product Description Unit Price Qty Extended
Android POS Kits
1000-511 Standard POS V2-10"Fli Stand POS Setu V2- 10"Cashier Screen Onl w ex a an board&MSR Fli Stand 995.00 10 $9,950.00
IOS••
2000-205 IV2 12.9"IOS KDS Kit Counterto V212.9"IOS KDS Klt Counterto includes stand iPad&Ada tar Re'd 435.00 1 $435.00
1000-302B 12nd GEN PLUS.Android All in One Black god GEN PLUS POS Kit:10"Cash Drawer MSR 3"Printer 2D Scanner 2-line
Di-1725.00 10 $17,250.00
pl
100-107 hPad Pro Lar e Pad Pro 12.9"-64G6 WiFi Onl S ace GraMS000j$4S00
0700-1o1G Rill Standard Cash Drawer RJ11-Standard Cash Drawer-5 Bill x 5 till drawer(Dimensins 1601n800-304 3"Ethernet Web Printer 3"Ethernet Web Printer 0 1 $410.00
800-401G 3"USR ThermalRecei t Printer 3"Counterto Thermal Printer USB ncludes USR Cable0 10 $2,900.00
900-310 In enicu Lane 3000 Freedum Pa In enicu Lane 3000 w/o Camera rF reedum Pa00 20 $9,90aoo
900-204 Bluestar Universal Stand-Lane Series Bluestart Unnteral 7"FlexiPole Stand for Lane 3000,S000,7000,an0 20 $900.00
TOTAL
Summary Total: $43,934.00
III WIN !I1111111P
900-525 Patch Cable-5' Ethernet Patch Cable 5'• $1.85 10 $18.50
900-905 Patch Cable-10' Ethernet Patch Cable 10' $2.75 1 $2.75
900-S09G V2 A le Ethernet Kit for iPad Pro USB-C IV2 Apple Ethernet Kit for iPad Pro USB-C Includes ado ter and cable 135.00 1 $135.00
Optional Component Total:l SISISIS
Versran 24-Jun-20
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Z/\ Appetize Worksheet
Appetize Appetize Activate POS-Standard
SUGGESTED USE CASES: Permanent POS installation at concession,portable,merch and isestands.
Part>f Product Description Unit Price- Qty Extended
Android 1000-511 PO Standard POS V2-10"Flip Stand S Setup V2- 10"Cashier Screen Onlyw/expansion board&MSR,Flip Stand 1 $995.00 1 10 1 $9,950.00
-POS Solutions m w 0
�L
1000-302B 2nd GEN PLUS Android All in One(Black) 2nd GEN PLUS POS kit:16"Cash Drawer,MSR,3"Printer,2D Scanner,2-line Display $1,725.00 1 10 1 $17,250.00
Cash r 700-101G I B IJ 3 Stan w dard Cash Draer RJ 11-Sta nda rd Ca sh Drawer-SBillx still drawer ❑i mensions 16x 16" includes cable 125.00 10 $1,250.00
Printers
800-401G 3"USB Thermal Receipt Printer 3"Countertop Thermal Printer USB,includes USB Cabl 1 $290.00 110 $2,900.00
900-310 1 In enico Lane 3000 Freedom PaV7 In enico Lane 3000 w/o Camera Freedom Pa 495.00 1 20 1 $9,900.00
900-204 1 Bluestar Universal Stand-Lane Series Bluestart Univeral 7"FlexiPole Stand for Lane 3000 5000 7000 and 8000 1 $45.00 1 20 1 $900.00
TOTAL
Summary Total: $42,150.00
Optional
900-525 I Patch Cable-S' Ethernet Patch Cable 5' 1.85 1 10 18.50
Optional Component Total: $18.50
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Appetize Worksheet
Appetize Activate POS- KDS
SUGGESTED USE CASES: Permanent POS installation at concession,food courts and cafeterias.
Part tf Product Description Unit Price City Extended
POS&Kos Kits
2000-205 JV2 12.9"105 KDS Kit Countertop IV2 12.9"105 KDS Kit Countertop,includes stand(!Pad&Adaptor Req'd) $435.00 1 1 $435.00
ProductsApple 100-107 lPad Pro Large Pad Pro 12.9"-64GB,WiN Only Space Gray 1 $939.00 1 $939.00
800-304 3"Ethernet Web Printer 3"Ethernet Web Printer 1 $410.00 1 1 $410.00
TOTAL
Summary Total: $1,784.00
Optional Components -ow
900-905 IPatch Cable-10' Ethernet Patch Cable 10' 2.75 1 52.75
900-509G V2 Apple Ethernet Kit for iPad Pro USB-C V2 Apple Ethernet Kit for iPad Pro USB-C Includes adapter and cable 13S.00 1 135.00
Optional Component Total: $137.75
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
City of Fort Worth Appetite Technologies,Inc.
Fort Worth Convention Center 6601 Center Drive West Suite 700
Chris Harman Los Angeles,CA 90095
Chris.harm on@ fortworthtexas.gov
12/1/20 Appetize
Statement of Work
Convention Center-200 events per year
20 Terminals-combination of Fixed and Portable
1 KIDS
Mobile Web
Inventory
Service Type Description of Services Resources Days Total Rate Extended
POS Staging Staging and Configuration,DB Load,Testing and CIA 21 $ 25.00 $ S25.00
Remote Services Remote Programming and Configuration 1 2 2 $ 950.00 $ 1,900.00
SN On Site Services Equipment Placement and Installation 1 1 1 $ 950.00 $ 950.00
On Site Services On-Site System Configuration,Testing&Training 1 3 3 $ 1,095.00 $ 3,285.00
On Site Services Live Support and Evert Day Training-Event 1 TED 2 2 $ 950.00 $ 1,900.00
On Site/Remote Services Post Live Support-Report Reconciling,Training&Event Analysis 1 2 2 $ 950.00 $ 1,900.00
$10,460.00
The parties hereby agree to the terms of this purchase order,subject to Appetize's standard terms and conditions,which terms and conditions shall apply hereto except as hereinafter
set forth.The parties agree that they shall negotiate in good faith a Point of Sale as a Service Subscription and Professional Services Agreement,which shall be incorporated herein in
its entirety by this reference upon execution(together with this purchase order,the"Agreement").Upon full execution of the Agreement by the parties below,this purchase order
shall be deemed a"Purchase Order"under the Agreement.Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
The parties hereby agree to the terms of this purchase order,subject to the terms and conditions of the attached Subscription Agreement,which is incorporated herein in its entirety by
this reference(together with this purchase order,the"Agreement").Upon full execution by the parties below,this purchase order will become effective and shall be deemed a
"Purchase Order"under the Agreement,effective as of the date hereof.Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
LA BILL TO:
City of Fort Worth Appetite Technologies,Inc. I Account PUBLIC EVENTS&FACILITIES
Valerie Washington Dan Maehoek Address To Texas Street
City,State,Zip Fort Worth,TX 76102
Print Name Print Name ATTN. Chris Harmon
Assistant City Manager Cff� Email Chris.Harmon@fortworthtexas.gov
D'ocu Si ned by: Phone No. 1817.392.5999
Tit Titl
-M/ NOV, �rf -'', `d SHIP TO:
v.,iPuPvi,,•.i„cn,"ine,x.oc .. _,rl pt�l,(A�J Site Name: Fort Worth Convention Center
Signature qYt�^q7qrrq 1 C4E5... Address 1201 Houston Street
Dec 3 2020 . �V V L U City,State,Zip Fort Worth,TX 76102
ATTN: Chris Harmon
Date Date Email Chris.Harmon@fortworthtexas.gov
Phone No. 1817392.5988
Term of Agreement(Years) 5 years from venue/location License Activation Date
Target Live Date 1/1121 1ACCOUNTING CONTACT INFORMATION
PO Number(if applicable) FW025-0000001369 QK Contact IChris Harmon
�S Email Chris.Harmon@fortworthtexas.gov
PAYMENT TERMS Phone 1817.392.5988
CONTRACT TOTAL $ 67,36579
DEPOSIT AMOUNT $ 44,972.06 Complete Venue Information if different from Ship To address:
BALANCE DUE $ 22,393.73 Venue Location
Venue Name:
LICENSE AND SERVICES BILLING OPTIONS Contact Name:
Annual Billing Ves Address:
Monthly Billing(+71) No City,State,Zip:
5 Year Custom *Customer is responsible for paying applicable taxes
Annual Billing Total $ 13,542.75 $ 13,542.71 Tax Exempt
Monthly Billing Total(+5% $ 1,184.99 $ 1,'84.99 (if checked,send exemption certificate to accounting@appetlzeapp.com)
As more fully set forth in the Agreement:
Payment remittance information: *Implementation availability subject to minimum 75-day advance notice
Appetize Technologies For ACH/Wire: *Hardware only shipped after receipt of required deposit(s)and requires 10-15 business days to ship
ATTN:Accounts Receivable Silicon Valley Bank *Purchase Order does not incude any applicable taxes,which are the responsibility of customer
6601 Center Drive West Suite 700 Routing q:121140399 *First year recurring SaaS subscription fees due prior to License Activation Date;fees billed annually thereafter
Los Angeles,CA 90045 AccountH:3302128675 *If no"term"is specified above,the"term"is set forth in the Agreement
*At the conclusion of the initial term,this Purchase Order automatically renews as set forth in the Agreement
Version 24-1un-20
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Appeteize
Appetize Solution
Fort Worth Convention Center - Kiosks
Created for: Created by your Appetize Team:
City of Fort Worth Scott Crain
Fort Worth Convention Center Dir.Strategic Accounts
Valerie Washington Scott.Crain(@aonetize.com
Ana belle.Pannel I(@fortworthtexas.eov 214.789.9672
Appetite Technologies,Inc.
6601 Center Drive West Suite 700
Los Angeles,CA 90045
877.559.4225
Version 14-Feb-21
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Customer: City of Fort Worth
Location: Fort Worth Convention Center
Date: 4/1/21
POS Solution Workbook
Quote# 7-006617 Appetize
Service Plan 5 Years
Solution Set Description
Appetize Activate KIOSK Appetize KIOSK Hardware Configuration Total $6,800.00
POS Accessories Optional Components $5.50
Item Number Item Name Item Description Hardware Subtotal: $6,80S.50
7000-101 POS Staging(remote) Equipment Staging&Configuration $25.00 2 $5C.00
Item Number Item Name Item Description Installation Subtotal: $50.00
9000-120 Interact-Kiosk Client Interact Kiosk Client License $406.25 1 2 $812.50
Item Number Item Name Item Description Annual License Subtotal: $812.50
Subtotal $7,668.00
Customer Incentive Discount-Hardware -$ 680.55
Estimated Taxes* EXEMPT
Shipping and Handling $474.00
TotalYearl $7,461.45
Year2+1 $812.50
Version 14-Feb-21
Estimated expenses are estimates only.Customershall be liable for all actual and documented expenses incurred by Appetize in performing the services required underthis purchase order.
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
02\ Appetize Worksheet
Appetize Interact POS- KIOSK
SUGGESTED USE CASES: Permanent POS installation at concession,food courts and restaurant areas
Part q Product Description unit Price Qty Extended
Android Ki.sk Kits
1000-412 Olea V2-22"Landscape Countertop 22"Kiosk-Olea Stand Landscape(Counter Top)w/expansion board&MSR,w/Lane mount $2,615.00 1 $2,615.00
1000-413 Olea V2-22"Landscape Floor Model 22"Kiosk-Olea Stand Landscape(Floor Model)w/expansion board&MSR,w/Lane mount $2,615.00 1 $2,615.00
Printers
800-401G 3"USB Thermal Receipt Printer 3"Countertop Thermal Printer(USB),includes U5B Cable $29070 1 2 $580.00
900-310 Ingenico Lane 3000(Freedom Pay) I Ingenico Lane 3000 w/o Camera(Freedom Pay) $495.00 1 2 1 $990.00
TOTAL
Summary Total: $6,800.00
Optional components
900-905 Patch Cable-10' Ethernet Patch Cable 10' 1 $2.75 1 2 $5.50
Optional Component Total: $S.SO �C
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
City of Fort Worth Appetite Technologies,Inc. U U
Fort Worth Convention Center 6601 Cents Drive West Drive Suite 700 EX
Valerie Washington Los Angeles,CA 90095
Ana bel le.Pa nnel I @fortworthtexa s.gov
4/1/21 Appetize
Statement of Work
2 Kiosks
Service Type Description of Services Resources Days Total Rate I Extended
POS Staging Staging and Configuration,DB Load,Testing and CIA 2 $ 25.00 1 $ 50.00
$ 50.00
The parties hereby agree to the terms of this purchase order,subject to the terms and conditions of the attached Subscription Agreement,which is incorporated herein in its entirety by this
reference(together with this purchase order,the"Agreement').Upon full execution by the parties below,this purchase order will become effective and shall be deemed a"Purchase
Order"under the Agreement,effective as of the date hereof.Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
BILLTO:
City of Fort Worth Appetize Technologies,Inc. Account PUBLIC EVENTS&FACILITIES
Valerie Washington Marc Lakier Address 200 Texas Street
City,State,Zip Fort Worth,TX 76102
Print Name Prim Name ATTN: Chris Harmon
Assistant City Manager Controller Email Chris.Harmon@fortworthtexas.eov
Phone No. 317.392.5988
Title Title
/ DocuSigned by:
SHIP TO:
v,i-—h'-(Ru,e,zn . M I Af;# Site Name: Fort Worth Convention Center
Sin Signature ''') Ft1 3577F4B4... Address 1201 Houston Street
Apr6, 2021 4/1/2021 City,State,Zip Fort Worth,TX 76102
ATTN: Chris Harmon
Date Date Email Chris.HarmonlWfortworthtexas.eov
Phone No. 817.392.5988
Term of Agreement(Years) 5 Years from venue/location License Activation Date
Target Live Date 5/1/21 ACCOUNTING CONTACT INFORMATION
' Contaa Chris Harmon
PO Number(if applicable) Q� I,rn, Email Chris.Harmon(afort—rchtexas.gov
Phone 817.392.5988
FPAYMENT TERMS
CON TRACT TOTAL $ 7,461.45 Complete Venue Information if differentfrom Ship To address:
DEPOSIT AMOUNT $ 6,598.95 Venue Location
BALANCE DUE $ 862.50 Venue Name:
Contact Name:
LICENSE AND SERVICES BILLING OPTIONS Address:
Annual Billingi Yes City,State,Zip:
Monthly Billing(+5%)l No `Customer is responsible for paying applicable taxes
5 Year CAPEX ❑X Tax Exempt
Annual Billing Total $ 812.50 1$ (If checked,send exemption certificote to occaunting@apPctu-PP.com)
Monthly Billing Total(+5%)l 71.09 1$
As more fully set forth in the Agreement:
Payment remittance information: *Implementation availability subject to minimum 75-day advance notice
Appetite Technologies For ACH/Wire: *Hardware only shipped after receipt of required deposit(s)and requires 10-15 business days to ship
ATTN:Accounts Receivable Silicon Valley Bank *Purchase Order does not imude any applicable taxes,which are the responsbility of customer
6601 Center Drive West Suite 700 Routing#:121140399 *First year recurring SaaS subscription fees due prior to License Activation Date;fees billed annually thereafter
Los Angeles,CA 9004S Account#:3302129675 *If no"term s specified above,the"term"is set forth in the Agreement
*At the conclusion of the initial term,this Purchase order automatically renews as set forth in the Agreement
Version 14-Feb-21
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Please Remit Payment To:Appetize Technologies, Inc. 21
Appetize
6601 Center Drive West
Suite 700 Z7 INVOICE
Los Angeles, CA 90045
For electronic payment:
Silicon Valley Bank
Routing Number: 121140399 Date Invoice No.
Account Number:3302128675 4/1/2021 7-006617
Bill To: PO No. 0
Chris Harmon
PUBLIC EVENTS& FACILITIES
200 Texas Street
Fort Worth,TX 76102 DUE UPON RECEIPT
QTY Description Amount Tax
Fort Worth Convention Center
1 Hardware Deposit 6598.95 EXEMPT
Total $6,598.95
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
EXHIBIT B
Service Level Agreement
i
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1. Overview
This exhibit represents a Service Level Agreement("SLA")between Appetize Technologies, Inc.
("Appetize")and the customer receiving Services from Appetize ("Operator") pursuant to a Point of Sale as a
Service Subscription and Professional Services Agreement(the "Agreement") for the provisioning of Support
Services required to sustain the Appetize Platform. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement.
2. Service Agreement
2.1. Service Scope. The following Support Services are covered by this SLA:
• Support by telephone, email and online chat.
• Remote assistance,using Remote Desktop when applicable.
• Planned or Emergency Onsite assistance (for which extra costs will apply).
2.2. Appetize Responsibilities. The following service parameters are the responsibility of Appetize
during the term of this SLA:
• Providing responses for support-related incidents.
Meeting required response times.
• Providing reasonable notification to Operator for scheduled maintenance.
2.3. Operator Responsibilities. Appetize's provision of Support Services under this SLA is
conditioned upon Operator:
• Paying any applicable fees and costs for support as set forth in the SLA or the Agreement.
• Making Operator's representative(s) reasonably available to Appetize personnel resolving aservice
request.
Providing sufficient detail that Appetize personnel can reproduce and identify any reportedissues,
including but not limited to,Errors.
• Promptly implementing all version updates, upgrades and workarounds provided.
• Upon request from Appetize,upgrading its systems at Operator's own cost to Appetize's then-current
supported versions of system components,so that Appetize may provide the then-current version updates,upgrades
and workarounds.
• Using Appetize Technology only for its intended purpose of selling Merchandise in accordance
with Appetize documentation,and not installing any computer programs or software on any AppetizeHardware
except for that provided by Appetize for use on that Appetize Hardware.
3. Support Management. The following sections provide relevant details on support availability,
monitoring of in-scope services and related components.
3.1. SupportAvailability. Coverage parameters specific to the Support Services covered in this SLA are
as follows:
Support via telephone at 877-559-4225: 24 hours per day Monday— Sunday
• Support via email at support(aa�appetizeapp.com: 24 hours per day Monday - Sunday
Support via online chat at connect.appetizeapp.com: 24 hours per day Monday— Sunday
Onsite assistance:within 24 hours of Operator's request at a cost of$950 per day(minimum 2days), plus
the reasonable expenses for related travel and lodging of Appetize personnel providing such Support Services,and
subject to the reasonable availability of Appetize personnel.
17 Appetize Technologies, Inc. Confidential Customer Initials
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
3.2. Support Levels. Appetize Operator Service Representatives will be available 24 hours per day,7 days a
week. Appetize will respond to Support Service incidents and/or requests submitted by the Operator within the following
time frames:
• Level 1 (not impeding payment acceptance functionality): Appetize will respond within 24hours
ofreceiving the request.
Level 2 (impeding payment acceptance functionality): Appetize will respond within six hoursby
providing a resolution or a workaround, or by escalating to Appetize development personnel for advanced technical
support.
Level 3 (onsite assistance): Operator may request onsite assistance ofan Appetize representative within 24 1
hours,in which case the Operator will pay Appetize$950 per day(minimum 2 days)for this Support Service,plus the
reasonable expenses for related travel and lodging ofsuch Appetize representative. Onsite support is subject to the reasonable
availability ofAppetize personnel.
4. Software Updates. All software updates and other modifications to the Appetize Technologyprovided
by Appetize to Operator will be subject to the terms and conditions ofthe agreement that is provided with the software
update or modification,and Operator shall be bound thereby when Operatorfirst activates the software;or,ifno
agreement is provided with the software update or modification,the software update or modification will be subjectto
the terms ofthe Agreement.
5. Limitations on Support Services. The following provisions limit the responsibilities of
Appetize to provide Support Services under this SLA.
5.1. Outdated Software Versions. Appetize will provide Support Services with respect to the version
ofthe Appetize Technology that was originally provided to Operator for a period oftwelve (12) months following the date
ofreceipt. lherea&r,Appetize will provide Support Services with respect to the then-current version ofthe Appetize Technology.
Appetize may,at its sole discretion,provide Support Services for outdated versions ofthe Appetize Technology;provided, however,
it is anticipated that outdated versions ofthe supported software may lack features,corrections orbugfixes that are available in the
then-current version.
5.2. Exclusions. Unless otherwise expressly agreed to in writing by Appetize,Appetize is not obligated to
provide Support Services related to: (1)Operator's failure to implement all version updates,corrections and workarounds provided
by or on behalfofAppetize; (11) modification ofor additions to the Appetize Technology by any party other than Appetize;(111)
interconnection ofthe Appetize Technology with third party software or hardware not furnished by Appetize or not specified in the
documentation as approved for use with the Appetize Technology; (iv)use ofthe Appetize Technology in a manner for which it was
not designed or beyond the scope ofthe license set forth in the Agreement; (v)Operator or a third party's negligence; or(vi)any
breach by Operator ofthe Agreement.
18 Appetize Technologies, Inc. Confidential Customer Initials
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
I
I
EXHIBIT C
I
Statement of WorkAccentance
Procedures
1. Acceptance Testing. Each Deliverable will be subject to Acceptance Testing by Operator as
described herein or in the applicable SOW. Operator will have the Acceptance Test Period to perform
Acceptance Testing if (a) a Deliverable meets its Acceptance Criteria; or (b) there are no such Acceptance
Criteria but the Deliverable does not contain a Nonconformity, then Operator will provide Appetize a notice
of acceptance.
2. Acceptance. A Deliverable or performance of a Deliverable will be deemed to be accepted only
upon the earlier of (a)receipt by Appetize of a notice of acceptance from Operator; or(b)the expiration of the
Acceptance Test Period for such Deliverable in which case the Deliverable shall be deemed accepted (such
acceptance,the "Acceptance"). Notwithstanding anything to the contrary in the Agreement, Acceptance of a
Deliverable or performance of a Deliverable will only occur in accordance with the terms of this Exhibit.
3. Failure to Satisfy Acceptance Criteria. If a Deliverable fails to meet the relevant Acceptance
Criteria or contains a Nonconformity, Operator will deliver Appetize written notification (the "Notice of
Nonconformity") of such fact, describing such Nonconformity with particularity. As soon as reasonably
practicable after receiving the Notice of Nonconformity, Appetize will correct the Nonconformity (and any
other problems of which it has knowledge) and redeliver the Deliverable to Operator in conformance with the
Acceptance Criteria.
4. Appetize Correction/Re-performance. Upon completion of such corrections and Appetize's
redelivery of a Deliverable, the Acceptance Test Period will be reset unless Operator otherwise agrees in
writing. Operator will have such reset Acceptance Test Period to retest the Deliverable or take other action to
determine whether the previously reported Nonconformity has been corrected and if the Deliverable or
performance of the Deliverable meets the relevant Acceptance Criteria or demonstrates other
Nonconformities. This process will be repeated as necessary until all Nonconformities are corrected and the
Deliverable meets its Acceptance Criteria as otherwise provided in this Exhibit.
19 Appetize Technologies, Inc. Confidential Customer Initials
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Exhibit D
Appetize Hardware License Terms
1. Ownership of Appetize Hardware. Appetize shall own and retain title to the Appetize Hardware. As
such, during the Term, Operator will keep all Appetize Hardware in its possession and will not permitothers to
possess or use it, and will not sell, collateralize or encumber any such Appetize Hardware in anyway. The
Appetize Hardware is the personal property of Appetize and shall not be regarded as a fixture or otherwise part of
the real estate on which it may be located or affixed.
2. Maintenance and Care. Operator shall use reasonable care in its custody and use of Appetize
Hardware, and shall be responsible for all loss or damage,ordinary wear and tear excepted. Without limiting the
generality of the foregoing, Operator shall be responsible to keep Appetize Hardware updated with all software
and systemupgrades provided by Appetize and shall keep all Appetize Hardware free from excess temperature
exposure, drops or physical impact, water damage and damage of any other kind that causes the Appetize
Hardware to malfunction. In the event of any damage or loss to Appetize Hardware, Operator shall be
responsible to pay Appetize the replacement cost of such Appetize Hardware.
3. Hardware Refresh. During the Term (whether the PO Initial Term or any PO Renewal Term)but
beginning once the Appetize Hardware has been installed and is being used for Merchandise Orders at a
particular Operator location,Appetize shall update and replace each item of Appetize Hardware and equipment
otherwise made available or used with the Appetize Platform to ensure that Operator is using the latest
generally available version of such item,by replacing the Appetize Hardware at such location(the"Hardware
Refresh"), between 36 and 38 months into the Initial Term,and again at the beginning of any PO Renewal Term.
The cost of the labor to complete any Hardware Refresh shall be as set forth in the applicable Purchase Order. If
Appetize provides the installation services for the Hardware Refresh,then Appetize shall pack and ship (at its
sole cost and expense) all replaced items due to be returned from theHardware Refresh. However, if the
Operator provides the installation services for the Hardware Refresh,then Operator shall pack and ship (at its
own cost and expense)all replaced items from the Hardware Refresh for return to Appetize or its agent.
Operator will, at all times, use reasonable care in returning Appetize Hardware, using any packing boxes or
materials that Appetize provides, and will return to Appetize within thirty(30)days of any the Hardware Refresh
all such replaced Appetize Hardware (excluding such Appetize Hardware,if any, as Operator may instead elect to
purchase from Appetize)in good working order as outlined in Section 2 of this Exhibit F(Maintenance and Care).
4. Return. Upon expiration or termination of this Agreement(whether in full or only as to a particular
location), Operator will(a)return to Appetize all Appetize Hardware in Operator's possession located at such
location(s)which is the property of Appetize, all as soon as reasonably practicable but in no event later than
fifteen(15) days after the expiration or termination of this Agreement; and (b) pay Appetize for any damage to
the Appetize Hardware,normal wear and tear excepted. The cost of return shipping shall be borne by Operator
unless otherwise agreed between the parties.
5. Repossession. If,following the expiration or earlier termination of this Agreement, Operator fails to
promptly return to Appetize any and all Appetize Hardware as contemplated herein,Appetize may:
(a) demand that Operator return the Appetize Hardware to Appetize; (b)take possession of the Appetize
Hardware,wherever it may be located, with reasonable notice, but without any court order or other process of
law, and any such taking of possession will not constitute a breach of this Agreement; and(c)pursue any other
remedy available at law or in equity, including seeking damages,specific performance or an injunction.
6. Cumulative Remedies. Each of the remedies against Operator as it relates to the return of Appetize
Hardware is cumulative,and not exclusive, and in addition to any other remedy referred to herein or otherwise
available to Appetize in law or in equity. Any repossession or subsequent sale or lease by Appetize of the Appetize
Hardware will not bar an action for a deficiency based on the provisions of this
20 Appetize Technologies, Inc. Confidential Customer Initials
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
Agreement and Operator will remain liable for any such deficiency after any disposition of the Appetize Hardware by
Appetize, provided that no exercise of Appetize's remedies shall allow Appetize to bring action against Operator to
recover any amounts in excess of the total of. (1)Appetize Hardware fees due,late charges,indemnification payments
or other amounts due; (11)the residual value of the Appetize Hardware;and(III)any of Appetize's reasonable expenses
with respect to collection under this Agreement.The bringing of an action or the entry of judgment against Operator
will not bar Appetize's right to repossess any or all items ofthe Appetize Hardware.
21 Appetize Technologies, Inc. Confidential Customer Initials
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
EXHIBIT E
Ilf
Appetize Hardware Maintenance Procedures
1. Returns of New Appetize Hardware.Appetize may,in its sole and absolute discretion,accept returns of new-
in-boaAppetize Hardware within fourteen (14) days of Operator's receipt thereof. Appetize Hardware that has been
customized or configured specifically for Operator may not be returned. Operator shall liable for the cost of any return
shipping ofAppetize Hardware together with a restocking fee equal to fifteen percent (15%) of the price of
suchAppetize Hardware.
2. Returns of Damaged Defective or MalfunctioningAAppetize Hardware Owned by Appetize. In case of
anyAppetize-ownedAppetize Hardware that is damaged,defective or malfunctioning Operator shall notifyAppetize of any
such damage, defect or malfunction as soon as reasonably practicable after discovery. Appetize will work with Operator
to troubleshoot the issue to identify the cause of the defect or malfunction. In the event the issue cannot be resolved
remotely,Appetize will process a replacement as follows:
a. a materially equivalent replacement unit will be shipped to Operator via standard overnight shipping.
Provided thatAppetize completes its troubleshooting review prior to 3:30 p.m. (Pacific Time), Monday
through Friday,the replacement unit will be shipped the same day of the request; otherwise, the replacement
unit will be shipped on the neat business day following the request.
b. The replacement unit will be shipped with a pre-paid,return shipping label for use by Operator.
C. Operative shall re-pack the damaged, defective or malfunctioning unit in the shipping container and packing
material used to send the replacement unit and promptly return the faulty unit to Appetize.
d. ReturnedAppetize Hardware will be inspected and, if the damage, defect or malfunction is found to be
Operator-caused,repair/replacement and shipping costs will be billed to Operator,the responsibility for
which in such circumstances, Operator hereby acknowledges.
3. Replacement of Appetize Hardware Owned by Operator. Appetize will assist Operator in the replacement of
any damaged, defective, malfunctioning or obsolete Appetize Hardware that is owned by Operator atAppetize's then
current pricing for suchAppetize Hardware,with such replacement cost and all shipping to be paid by Operator and Set-
up Services(if such Set-up Services are requested)to be paid by Operator atAppetize's then current Set-up Services rates.
22 Appetize Technologies, Inc. Confidential Customer Initials
DocuSign Envelope ID:7686B1 ED-F675-41 C9-A3EF-01 B698C53459
EXHIBIT F
Set-up Services Proiect Timeline
23 Appetize Technologies, Inc. Confidential Customer Initials
III MINION Iloilo looloom
III MENNEN IIIIII IIIIII IIIIIIII
III MENNEN IIIIII IIIIII I
III MENNEN IIIIII IIIIII I
MEN MEMEMEMEMEMEMEMEME MENNEN MENNEN M
IN MENNEN IIIIII IIIIII I
IN MENNEN IIIIII IIIIII I
IN SEEN IIIII IIIIII I
IN SEEN I 111111 11
IN MINES I I I 1 111111 11111
IN MINES I I I I IIIII
IN MINES I I I I IIIII
0 0 MENEM
NONE MEMEMEMEMEME 0 0 0 MEMMEME
moll loolloolloom I m I I I Iloilo looloom
IIIIIIIIIIII I I I IIIIII MINI
IN I I IIIIII MINI
IN 190MOROWWWWWWWW w IIIIII MINI
ISIEMENS IIIIII IIIIII IIIII
SIEMENS IIIIII IIIIII IIIII
MMENSE IIIIII IIIIII IN
SIEMENS IIIIII IIIIII IIIII
Iml IIIIII IIIIII III
owl MENNEN IIIIII IIIIII III
...MENNEN MENNEN MENNEN MEN
IN MENNEN IIIIII IIIIII I
IN MENNEN IIIIII IIIIII I
pill IIIIIIIIIIIIIIIIII IIIIII IIIIII I
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and
f administration of this contract, including
By: Vale rie Washington(Sep 2,202109:38 CDT) ensuring all performance and reporting
Name: Valerie Washington requirements.
Title: Assistant City Manager
Date: Sep 2,2021 _
By: Leah�Huf(.5ep1 38 CDT)
Approval Recommended: Name: Leah Huff
Title: Sr. IT Solutions Manager
Approved as to Form and Legality:
Name: Kevin Gunn
Title: Director, IT Solutions �
BV: Taylor P is(Sep 1,202114:58 CDT)
Attest: P pF°FOR�H��d Name: Taylor Paris
00
6o 0 Title: Assistant City Attorney
° d
°
°
°
°
P�*00 Contract Authorization:
B d °°°°°°°°°°°° a M&C: NA
Name: Ronald Gonzales �a�nEXAsba
Title: Acting City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
INTEROFFICE MEMO CARES ACT PURCHASE REQUEST
To: JEOC Purchase Approval Team
Jay Chapa, Deputy City Manager
From: Mike Crum, Director, Public Events Department
Date: July 31, 2020
Subject: CARES Act Purchase Request
COVID-19 is an infectious disease caused by severe acute respiratory syndrome Coronavirus
2: a strain similar to SARS. The disease was first identified in China and has quickly spread
to the rest of the world. The World Health Organization (WHO) declared it a global pandemic.
Currently the United States is working to prevent continued spread of the disease.
Health guidelines continue to change and become more stringent. Events and hosts are
beginning to require that event centers comply with cleaning, sanitization, and social
distancing best practices. The City has suffered severe financial impact from COVID-related
event cancellations and closing. In compliance with all local and state orders, the City must
be able to show that it is following CDC recommendations and best practices for cleaning,
sanitation, and social distancing that is critical in stopping the spread of COVID-19. To instill
consumer confidence and trust, the Public Events Department is seeking to purchase
physical resources to encourage and enable social distancing and help prevent the spread of
disease. Tensa-barriers and bike racks will help enable social distancing, trash cans and
lecterns will be replaced with non-porous surface models so they can be fully disinfected, and
a point of sale system, replacement restroom fixtures and water bottle filling stations are
needed to create a touchless experience for guests and staff. Attached is a request form for
approximately$1,447,255.92 for resources to provide a healthy and safe environment for our
employees and guests.
This memo does not seek an exception to the bidding requirements and is being routed to
demonstrate the eligibility of Coronavirus Relief Fund money for the requested purchases. The
City finds the purchase of the requested items necessary to respond to the current pandemic.
Recommended:
Michael E Crum o°4",z,,,A"," �;c
Mike Crum
Department Director, Public Events j
Approved by JEOC: Justin COX"""'M 131s 3 1
Justin Cox, Grants Manager, JEOC
Digitally signed by Jo Mn pate
Jo Ann Pate Dale:2020.09.1809:36:13
Approved As To Legality: -05,00,
Jo Ann Pate, Assistant City Attorney 11
City Manager's Office:
i
Jay Chap , Deputy City Manager
Approved:
Cynthia arcia,Assista "nance Director
x,,
FORTWORTH.,
- - i
Page 1 of 2
City of Fort Worth, Texas
CARES Act Justification Form
This form is required for proposed expenditures of$25,000 or more. It is not required for the purchases of PPE
and Cleaning Supplies purchased by JEOC and the Purchasing Division in response to Covid-19.
Department 025 Public Events Start Date07/16/2020 End Date 12/31/2020
Category lFacilities
Justification lPhysical resources for FWCC/WRMC to manage events during the COVID-19 pandemic
Was the expenditure budgeted for in FY20 Yes❑ No
Is any equipment purchased expected to have a useful life past December 30, 2020? Yes
Will there be continuing related costs in out years? Yes® No n
How much will be the on-going cost in future years? FY21 (12/31/20-9/30121) FY22 $28,000.00
(Fill in the following table below to auto-calculate
the total for each respective future fiscal year/s.) FY23-FY25 $84,000.00
Proposed Cost to be charged to the CARES Coronavirus Relief Fund
Expenditure Type 3/31-9/30/20 1011-12/30/20 Notes
Tensa Barriers, Bike Racks, $55,451.19 To create social distancing queue lines and crowd
Portable Tent spacing for events to provide a healthy and safe
environment for our employees and guests
Electrostatic Sprayers; Hand 119,988.06 Sprayers to disinfect soft surfaces and seating, hand
Sanitizer Pedestals; Kaivac sanitizer stands, Kaivac&Tennant cleaning systems, and
Cleaning System; Disinfectant and an estimated year supply of Defender disinfectant and
Cleaning Substrates;VACUUMS microfiber substrates to provide a healthy and safe
environment for our employees and guests
Trash Cans; Lecterns; Portable 81,937.67 235,625.00 Replace current trash cans, lecterns, portables bars, and
Bars;Water Bottle Filling Stations water bottle filling stations with touchless/non-porous
trash cans that are able to be wiped clean and sanitized
Touchless Restroom Fixtures 804,254.00 To create a touchless restroom experience for the health
and safety of employees and guests.
POS System 150,000.00 To enable remote concession purchases and eliminate
extensive queue lines and high touch points at
concession stands and other points of sale at both
facilities.
Total 257 376.9 1 189 879.0
Proposed ON-GOING Cost
Expenditure Type 12/31/20-9/30/21 FY22 I FY23-FY25 Notes
POS System $28,000.00 $84,000.00
FORT WDRTH-
Z-
Page 2 of 2
City of Fort Worth, Texas
CARES Act Justification Form
This form is required for proposed expenditures of$25,000 or more. It is not required for the purchases of PPE
and Cleaning Supplies purchased by JEOC and the Purchasing Division in response to Covid-19.
Expenditure Type 12/31120-9/30/21 FY22 FY23-FY25 Notes
Total $28,000.0 $84.000.0
Certification
By signing this form electronically,you read, understand and agree that you have reviewed and determined the proposal above to
be reasonable.
The statute also specifies that expenditures using Fund payments must be "necessary." The Department of the Treasury
understands this term broadly to mean that the expenditure is reasonably necessary for its intended use in the reasonable
judgment of the government officials responsible for spending Fund payments.
Name/Signature: Peter James
ail to JEOC&Grant
For Department Use Only For JEOC&FMS Use Only For ACM Use Only
NOTE:
Please be advised that if this form is approved, the Requestor must still comply with all Purchasing Requirements, i.e. Completed
Emergency Purchase Memos, Following the Bid Requirements, Executing Service Agreements, etc. Please contact the City
Attorney's Office or Purchasing to verify the requirements.
Make sure all required supporting documentation is attached.
For FMS - Only
CMOApproved? Yes® No
Vendor . Item Coop Total Spend
Home Depot Trash Cans Omnia 17-21 $ 290,000.00
Home Depot Hand Sanitizer Pedestals Omnia 17-21 $ 1,960.00
Home Depot Restroom Fixtures Omnia 17-21 $ 729,727.04
MSC Tensa Barriers and Carts BuyBoard 577-18 $ 35,274,24
MSC Bicycle Barricades and Carts BuyBoard 577-18 $ 19,526.95
MSC Water Bottle Filling Stations BuyBoard 577-18 $ 20,822.67
Empire Paper Electrostatic Sprayers BuyBoard 519-16 $ 17,647.08
Empire Paper HEPA Vacuums BuyBoard 519-16 $ 5,527.56
Grainger Defender Disinfectant and Cleaning Equipment $ 85,000.00
Complete Supply Kaivac Machine BuyBoard 569-18 $ 3,432.98
Sharp Business Solutions Lecterns BuyBoard 563-18 $ 43,337.40
Mission Restaurant Supply Portable Bars BuyBoard 598-19 $ 45,000.00
$ 1,297,255.92
P