Merchant Platform Agreement
This Merchant Platform Agreement is a legally binding contract between Sidhartha Verma dba NomOut and the business entity utilizing the Platform ("Merchant"). Governed by the laws of the Province of Ontario and the federal laws of Canada. Contains mandatory arbitration provisions, class-action waivers, and strict limitations of liability.
Acceptance
By (1) authenticating into the NomOut Merchant Software (PWA), (2) toggling your restaurant to Active/Online, (3) accepting or authenticating any Validated Code or Booking, or (4) clicking any electronic "I Agree" affirmation, you expressly agree to be legally bound by this Agreement in its entirety.
1. Definitions
Key defined terms include: Validated Code (unique digital identifier authenticated by the Merchant to trigger the discount); Peak / Off-Peak Hours (time blocks designated in the PWA); Floor Price (mandated minimum discount percentage); Pre-Tax Subtotal (aggregate cost of Eligible Items prior to HST and gratuities); Gratuity Baseline (must be the Pre-Tax Subtotal before the NomOut discount); Eligible Items (food and beverage for on-premises consumption, excluding alcohol below AGCO minimums, takeout/delivery, gift cards/merchandise, and pre-communicated ultra-premium exclusions); Walk-In Customer; Minimum Inventory Commitment; No-Show.
1.5 Applicable Law
All federal, provincial, and municipal statutes in force in Ontario apply, explicitly including PIPEDA, CASL, the Competition Act, the Excise Tax Act, and the Liquor Licence and Control Act, 2019 (AGCO).
2.6 Software Synchronization
The Merchant is responsible for ensuring the NomOut Merchant Software (PWA) is regularly refreshed, updated to the latest version, and connected to the internet. NomOut holds zero liability for disputes resulting from operating an outdated or unsynchronized version.
3.3 Walk-In Shield (Advance Booking Minimum)
The NomOut Platform is a discovery engine designed to drive net-new traffic. The Merchant reserves the explicit right to refuse a Validated Code if the Member initiated the Booking while already physically present on the Merchant's premises, standing at the host stand, or after being seated.
3.11 Credit Risk & Dine-and-Dash Disclaimer
NomOut acts strictly as a software facilitator. NomOut makes no representations regarding the creditworthiness, identity, or conduct of any Member and assumes zero liability for unpaid bills, walk-outs, theft, property damage, or credit card chargebacks initiated by a Member against the Merchant.
3.12 Non-Discrimination & Operating Policies
The Merchant covenants to treat NomOut Members with the exact same standard of care and portion sizing as Walk-In Customers. The Merchant retains the right to enforce standard house rules (dress codes, table-time limits, minimum spends), provided they are enforced equally against non-Members.
4. Commission & Fee Structure
NomOut currently charges 0% commission on transactions completed at the Merchant's POS. NomOut is compensated through diner-side subscription and booking fees. NomOut reserves absolute discretion to set, modify, or waive distinct fee structures for different merchants — no "Most Favored Nation" or Pricing Parity rights exist under this Agreement.
4.4 No ROI Guarantee
NomOut acts strictly as a discovery facilitator and makes no warranties regarding the volume of Bookings or the Merchant's Return on Investment. Successful authentication of a Validated Code constitutes a completed, billable event (if applicable under future fee structures), regardless of the Member's subsequent spending behavior.
5.3 Mixed Data Provenance
If a Member contacts the Merchant directly (e.g., by phone) to modify a Booking or provide dietary restrictions, the specific request details may be used locally by the Merchant to safely fulfill the service, but the underlying identity, contact information, and origination of the Member remain the exclusive intellectual property of NomOut.
5.12 Legislative Evolution
The Merchant acknowledges that its obligations shall automatically extend to comply with the Consumer Privacy Protection Act (CPPA), the Artificial Intelligence and Data Act (AIDA), and any successor legislation, immediately upon coming into force.
5.13 Right to Delete on Termination
Upon termination, or NomOut's written request, the Merchant must immediately and permanently delete or purge any NomOut Member data inadvertently cached or saved on local systems.
6.7 Merchant IP License
The Merchant grants NomOut a worldwide, perpetual, royalty-free, irrevocable, sublicensable, and transferable license to use, display, reproduce, crop, and modify Merchant marks, photos, and menu descriptions for the operation and promotion of the Platform, and waives all applicable moral rights.
8.1 Merchant Indemnification
The Merchant shall indemnify NomOut against claims arising from: (a) food quality, allergen exposure, or foodborne illness; (b) alcohol overservice or AGCO violations; (c) physical injuries on the premises; (d) wage claims brought by Merchant staff; (e) infringement of third-party IP or failure to secure Moral Rights waivers; (f) negligence, willful misconduct, or criminal acts committed by the Merchant or its staff.
8.8 Asymmetric Liability Caps
The Merchant's financial liability is strictly uncapped concerning: (a) indemnification obligations under Section 8.1; (b) breach of Section 5 (Data Privacy); (c) breach of Section 6 (Intellectual Property); (d) unpaid platform fees under Section 4.
8.9 Founder Protection
The Merchant expressly waives any right to pursue claims or judgments against the personal assets of NomOut's founders, developers, directors, or officers. All claims must be brought exclusively against the corporate entity of NomOut.
9. Dispute Resolution — Class Action & Jury Waiver
The Merchant waives any right to bring or participate in a class action or representative action against NomOut. In the event any claim proceeds in a court of law rather than arbitration, the Merchant irrevocably waives any right to a trial by jury.
9.8 Force Majeure
Neither party shall be liable for delays resulting from events beyond reasonable control, except that the Merchant's payment obligations are expressly excluded from Force Majeure relief.
Authority
The individual executing this Agreement represents that they are an authorized signatory of the Merchant.