Merchant Terms

Last updated: 12/02/2016

By creating an account on behalf of a restaurant or other Merchant on the Service, or otherwise clicking “I Accept” or accessing a Merchant account on the Service, you hereby agree to these Merchant Terms. Unless otherwise agreed upon in writing between a Merchant and FoodFli, these Merchant Terms apply to all Merchants that enable users to order Food through FoodFli’s Service. These Merchant Terms are subject to the FoodFli Terms of Service, the terms of which are hereby incorporated by reference. Any capitalized terms not defined herein will have the meaning set forth in the Terms of Service. We reserve the right, at our discretion, to change these Merchant Terms on a going-forward basis at any time in accordance with Section 5 of our Terms of Service. Please check these Merchant Terms periodically for changes.

1. License

Subject to your compliance with these Merchant Terms and our Terms of Service, FoodFli grants you permission to access and use the Service solely to allow users to order Food from you through the service, and for your internal business purposes (such as providing customer service), at the level for which you have registered and have paid all applicable fees, as set forth in these Merchant Terms and consistent with the intended features of the Service. Until you deactivate your Merchant account, you also grants FoodFli the right to use your name and/or tradename on the Service and in promotional materials and advertising related thereto. You acknowledge and agree that any content you provide to us, such as menus and pricing, is licensed to FoodFli pursuant to the license in our Terms of Service.

2. Food

You acknowledge and agree that you are solely responsible for complying with all applicable laws, rules and regulations pertaining to the preparation, sales, and marketing of Food, including food safety laws and regulations. You agree that you will prepare and handle Food in accordance with industry practices. You agree that you will be solely responsible for the quality, integrity, classification, preparation or safety of any Food that you make available for ordering via Service. You acknowledge that the Service interacts directly with guests and customers. Accordingly, you represent and warrant that any information you post to the Service is accurate, and you agree to keep it up to date. You will promptly update menu offerings and other relevant settings and information as they change. Such information may include, without limitation, your operating hours, descriptions of menu items, allergen listings, pricing, availability or any other information that you publish on the Service.

3. Payment Processing

You will need an account with our merchant services provider in order to accept payments on the Service. Use of certain features of our Service is subject to approval of your merchant account with that service provider. We cannot guarantee that your merchant services account will be approved

4. Fees

You acknowledge that fees are charged on a monthly basis as set forth in our Terms of Service and total fees owed will vary depending on the volume of orders you process that month. Fees are debited directly from your bank account through our third party service provider. Should you cancel your service in the middle of a month, you will be charged for services rendered before the cancellation. You may cancel services by contacting us at Any flat monthly fees will be charged on a prorated basis in the event of cancellation.

5. Tax and Tip

You will be responsible for calculating and collecting sales tax on each order that is placed with you via the Service. You will be responsible for remitting all sales taxes on such orders to the appropriate tax authorities. You will be responsible for distributing any tips received through the Service to your personnel, and you will comply with all applicable laws related thereto.

6. Customer Service

You are solely responsible for fulfilling all orders for Food which are placed with you through the Service, and for handling any customer complaints regarding the Food or the level of service a customer receives from your establishment. In performing customer service, you will present yourself as a separate entity from FoodFli. You agree to (a) conduct business in a manner that reflects favorably on the good name, good will, and reputation of FoodFli (b) avoid deceptive, misleading, or unethical practices, and (c) not make any false or misleading representations with regard to the Service. In the event that you collect any information about our end users from an order that is placed through the Service, you agree that you will only use such information to fulfill the applicable order and provide related customer service, and will at all times comply with the terms of our Privacy Policy and all applicable laws.

7. Alcoholic Beverages

If you allow users to order alcohol through the Service, you acknowledge and agree that (a) it is your sole responsibility to validate the age of any individual that receives alcohol that was ordered through the Service, (b) you will require each user that receives alcohol that was ordered through the Service to present a valid government-issued identification card evidencing that the recipient is at least 21 years old and will not serve alcohol to anyone who cannot meet the foregoing requirements, (c) it is your sole responsibility to ensure that you have obtained all necessary permits or governmental authorizations to sell alcohol, (d) you will not give any alcohol to any individual that is already inebriated, and (e) you will only allow users to order alcohol through the Service to the extent that such activity is permitted by the applicable laws and regulations of the federal, state, and local governments to which you are subject.

8. Independent Contractors

The relationship of the parties established by these Merchant Terms is that of independent contractors, and nothing contained in these Merchant Terms or our Terms of Service should be construed to give either party the power to act as an agent or direct or control the day-to-day activities of the other. All financial and other obligations associated with each party’s business are the sole responsibility of that party.

9. Representations and Warranties

You represent and warrant that: (a) you have the authority and no other party’s approval is necessary to agree to these Merchant Terms and comply with the terms set forth herein; (b) these Merchant Terms and the Term of Service as a whole do not conflict with your agreements with or obligations with regard to any third parties or any applicable laws or regulations; (c) you will provide Food in accordance with reasonable professional and industry standards, using qualified personnel; (d) you will use commercially reasonable efforts to ensure that all information you provide regarding Food will be accurate and up to date; (e) you are registered for sales and use tax collection purposes in all states in which you will provide Food; and (f) you will comply with all applicable laws and regulations, including those relating to your provision of Food. Such laws and regulations include, but are not limited to those relating to: (1) food safety and handling regulations; (2) the sale of alcoholic beverages; and (3) consumer protection and the prohibition of deceptive trade practice.

10. Indemnity

In addition to your indemnification obligations set forth in Section 19 of the Terms of Service, you agree to defend, indemnify and hold harmless FoodFli and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) state sales or use taxes arising from the sale of Food; (b) disputes with customers regarding Food or the service they receive from your establishment(s); (c) violation of these Merchant Terms, including the representations and warranties herein, by you or your personnel; (d) bodily injury or death to any person caused by Merchant or anyone acting on behalf of Merchant or arising out of or in any way related to Merchant’s performance under these Merchant Terms or the Terms of Service; (e) loss, disappearance, or damage to property of any person caused by Merchant or anyone acting on behalf of Merchant or arising out of or in any way related to Merchant’s performance under these Merchant Terms or the Terms of Service; and (f) the willful misconduct or negligent acts or omissions of Merchant or anyone acting on behalf of Merchant or arising out of or in any way related to Merchant’s performance under the Merchant Terms or the Terms of Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification or hold harmless obligations), and in that case, you agree to cooperate with our defense of that claim.

11. Termination

These Merchant Terms will terminate upon (a) deactivation of your Merchant account, or (b) termination of the Terms of Service pursuant to Section 8.0 thereof. Upon termination of these Merchant Terms, (i) your license rights under Section 1 will terminate and you must immediately cease all use of your Merchant account; (ii) you must remit to FoodFli any unpaid amounts due prior to termination. Sections 5, 6 and 8 through 11 of these Merchant Terms will survive any termination of these Merchant Terms.