Sourcery Technologies Inc. (Sourcery), an online sourcing, ordering, and payments solution, provides to Your Business (Your Business, “you”) access to its payment processing platform, Sourcery Payments, at payments.sourcery.us (referred to as “the Platform”) under the below terms. By signing this agreement you state that you are authorized to accept these terms. This agreement starts from the time you pay your first invoice through the Platform.

Description of Services

Sourcery will use commercially best efforts to provide the following:

1. Digitizing paper invoices and automatically posting them to the Platform
2. Onboarding your vendors and establishing payment relationships with them<
3. Paying your invoices on your behalf as they come due, unless you hold or dispute an invoice

You will receive anytime access to the Platform, including:

1. Digital payment processing and debits to your account via ACH or credit card
2. Email alerts regarding invoices paid
3. Usage reports and price analytics (as soon as feature is available)
4. Integration with accounting software (QuickBooks now, others as soon as features are available)

Fees and Fee Waivers

For use of Sourcery's Invoice Management and Payments Platform:

1. $69/week per restaurant location for $1 - $25,000 in monthly transactions
2. $89/week per restaurant location for $25,001 - $40,000 in monthly transactions
3. $109/week per restaurant location for $40,001 - $90,000 in monthly transactions
4. Either party may cancel these terms and the above services with 30-day written notice.

Custom Pricing

1. Custom pricing available for more than $90,000 in monthly transactions
2. Custom pricing available for restaurant groups and restaurant accounting firms

Terms and Termination

1. You agree to use Sourcery Payments to pay your vendors.
2. The term of this agreement is month-to-month, beginning upon the successful completion of the first invoice run.
3. This agreement is subject to change.

What follows is information our lawyers require we share with you.

General

Limitation of Liability

SOURCERY WILL NOT BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF PROFIT, REVENUE, DATA, BUSINESS OR USE ARISING OUT OF THIS AGREEMENT. IN NO EVENT WILL SOURCERY'S CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY RELATED CAUSE OF ACTION, EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SOURCERY DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE INITIAL CLAIM FOR WHICH DAMAGES ARE RECOVERED HEREUNDER. CLIENT UNDERSTANDS AND AGREES THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

Confidentiality

Any confidential or proprietary information of either party, whether of a technical, business or other nature, including, but not limited to trade secrets, know-how, technology and information relating to customers, business plans, promotional and marketing activities, finances and other business affairs, including but not limited to the terms of this Agreement and the Sourcery System (collectively, “Confidential Information”) disclosed to the recipient party by the disclosing party will be treated by the recipient party as confidential and proprietary. Unless specifically authorized by the disclosing party, the recipient party will: (a) not disclose such Confidential Information to any third party; and (b) otherwise protect such Confidential Information from unauthorized use and disclosure to the same extent that it protects its own Confidential Information of a similar nature. This Section 7 will not apply to any information that: (i) was already known to the recipient party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the recipient party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the recipient party in breach of this Agreement; (iv) was disclosed to the recipient party, other than under an obligation of confidentiality, by a third party who had no obligation to the other party not to disclose such information to others; or (v) was developed independently by the recipient party without any use of Confidential Information. Notwithstanding the foregoing, the recipient party may make disclosures to the extent required by law, regulation, rule, stock exchange rule, subpoena, governmental proceeding or court order.

No Waiver; Severability

The failure of either party to insist upon or to enforce strict performance of any provision of this Agreement, or to exercise any right or remedy under this Agreement, will not be interpreted or construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision, right or remedy in that or any other instance. If any provision of this Agreement shall be judged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

Governing Law

This Agreement will be construed in accordance with the laws of the State of California, USA without reference to its choice of law provisions. The Federal and State courts located in the County of San Francisco, California will be the exclusive venue for any claim or dispute between the parties or against any agent, employee, successor, or assign of the other, whether related to this Agreement or otherwise and the parties hereby consent to the personal jurisdiction of those courts for such purposes. The prevailing party in any dispute under this Agreement will be entitled to its costs and reasonable attorneys’ fees.

Force Majeure

Sourcery will not be liable to Client in any way whatsoever for any failure or delay in performance of any of its obligations under this Agreement arising out of any event or circumstance beyond the reasonable control of Sourcery.

Relationship

Nothing contained in this Agreement will be construed as creating any agency, partnership, or other form of joint enterprise between the parties. The relationship between the parties will at all times be that of independent contractors. Neither party will have authority to contract for or bind the other in any manner whatsoever.

Entire Agreement

This Agreement, together with all sets forth the entire agreement, and supersedes any and all prior agreements, between the parties with respect to the subject matter hereof. No amendment to this Agreement will be valid unless set forth in a written instrument signed by both parties.

Indemnification

By Sourcery

Sourcery agrees to indemnify, defend and hold harmless Client, and its officers, directors, employees, representatives and agents, from and against any and all actions, causes of actions, claims, demands, liabilities, losses, judgments, damages or expenses (collectively, "Claim" or "Claims") which Client may at any time incur, sustain or become subject to by reason of any Claim brought by a third party and arising out of any Sourcery System’s infringement or misappropriation of any United States, third party patent, copyright, trademark or other proprietary rights. Sourcery will pay all costs, damages, and expenses incurred by Client, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Client in connection with or arising from any such Claim, provided that Client promptly notifies Sourcery in writing of any such Claim, and promptly tenders to Sourcery control of the defense and any settlement of such Claim. Client shall provide reasonable cooperation and assistance to Sourcery in the defense or settlement of any such Claim.

By Client

Client agrees to indemnify, defend and hold harmless Sourcery, and its officers, directors, employees, representatives and agents, from and against any and all Claims which Sourcery may at any time incur, sustain or become subject to by reason of any Claim brought by a third party and: (a) arising out of the Client’s breach of any provision, warranty or representation in this Agreement; (b) arising out of the Client’s willful acts or omissions, negligence, or other similar wrongdoing; or (c) arising from Client’s failure to comply with any law or regulation. Client will pay all costs, damages, and expenses incurred by Sourcery, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Sourcery in connection with or arising from any such Claim, provided that Sourcery promptly notifies Client in writing of any such Claim, and promptly tenders to Client control of the defense and any settlement of such Claim. Sourcery shall provide reasonable cooperation and assistance to Client in the defense or settlement of any such Claim.