Platform Terms
This Merchant Platform Agreement (the “Agreement”) is entered into between Table22, Inc., a Delaware corporation with offices at 121 Greene St, Floor 2, New York, NY 10012 (“Table22,” “we,” “us,” or “our”), and the business that accepts this Agreement by creating an account on our platform, clicking the “I agree” button or that enters into an Order Form that references this Agreement (“Merchant,” “you,” or “your”). This Agreement governs your access to and use of the Table22 platform and related services (the “Services”). By clicking “I agree” (or a similar control), signing an Order Form that references this Agreement, or accessing or using the Services, you agree to this Agreement and represent that you are authorized to bind the Merchant. If you do not agree, do not use the Services.
1. DEFINITIONS
1.1 “Buyer” means an end consumer who purchases or subscribes to a Merchant’s Products through the Services.
1.2 “Logistics Enablement Services” means Table22’s optional last-mile delivery coordination, delivery software, delivery network, and logistics consultation, as further described in Section 5.
1.3 “Fee Schedule” means Table22’s then-current schedule of Platform Fees, processing pass-throughs, delivery fees, payout timing, and service minimums, made available to you at table22.com and/or in your Merchant dashboard or Order Form, as updated under Section 16.
1.4 “Marketplace Facilitator” means a platform that facilitates retail sales on behalf of third-party sellers and that, under applicable law, is obligated to collect and remit certain transaction taxes. For the avoidance of doubt, a Marketplace Facilitator is not the merchant of record.
1.5 “Order Form” means any ordering document, price sheet, or onboarding selection executed or accepted by you that references this Agreement.
1.6 “Products” means the food, beverage, alcohol (where sold by appropriately licensed Merchants), and other goods or offerings (including subscriptions, memberships, and recurring offerings) that you make available through the Services and that Table22 deems eligible under the Acceptable Use & Prohibited Products Policy.
1.7 “Platform Fee” means the fee payable to Table22 for the Services, as set forth on the Fee Schedule.
1.8 “Consumer Data” means information about Buyers who transact with you through the Services, excluding cardholder/payment-credential data held by the Payment Processor.
2. NATURE OF THE PLATFORM; THE PARTIES’ ROLES
2.1 Technology platform; not a reseller. Table22 provides a technology, marketing, payment-facilitation, and (optionally) delivery-enablement platform. Table22 is not a reseller, distributor, wholesaler, or seller of Products and does not take title to any Product. You are the seller of your Products and sell them directly to Buyers using the Services.
2.2 Merchant of record; title. You are the merchant of record and seller of record for all sales, shipments, and deliveries of your Products. Title to and risk of loss in the Products pass directly from you to the Buyer in accordance with the applicable sale of goods law; title never passes to or through Table22.
2.3 Not a licensed seller of alcohol. Table22 does not hold and is not required to hold any liquor, alcoholic-beverage, or off-premises retail license. Table22 does not sell, offer to sell, or take title to alcoholic beverages. All alcohol sales are made by you as the licensed retailer of record.
2.4 Not a carrier. Except to the extent Table22 expressly performs Logistics Enablement Services, Table22 is not a common carrier, licensed shipper, freight forwarder, or transportation provider.
2.5 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, franchise, or employment relationship, and neither party may bind the other.
3. THE SERVICES
3.1 Hosting & listing. Table22 will host your partner page and eligible Products on the Services and enable Buyers to discover, purchase, and subscribe to them.
3.2 Marketing. Table22 may market and promote your Products and your participation on the Services to Buyers and prospective Buyers using your brand assets as licensed in Section 9. Table22 controls the format, channels, and cadence of platform marketing. Table22 has no obligation to achieve any particular sales result.
3.3 Payment facilitation. Table22 facilitates the acceptance, authorization, and settlement of Buyer payments through a third-party payment processor (currently Stripe, Inc. and its affiliates, the “Payment Processor”). Table22 is not a bank or payment processor. Your use of payment facilitation is subject to the Payment Processor’s applicable terms, and you agree to be bound by them and to provide accurate information required to maintain a connected account. Specifically, by using the Services, you (a) agree to be bound by, in the case of Stripe, Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Stripe Connected Account Agreement (currently accessible at https://stripe.com/legal/connect-account); and (b) and you hereby consent and authorize Table22, Stripe to share any information and payment instructions you provide with one or more Payments Processor(s) to the minimum extent required to complete your transactions.
3.4 Consumer data access. Table22 will make Consumer Data available to you through the Merchant dashboard. Table22 controls the scope, format, and timing of dashboard access and makes no commitment as to real-time availability.
3.5 Optional services. Logistics Enablement Services (Section 5) and marketing-enablement services are optional and may be elected, modified, conditioned, or discontinued by Table22 in accordance with this Agreement and the Fee Schedule, including where applicable service minimums are not met.
3.6 Evolving services. The Services will change over time. Table22 may add, modify, or discontinue features in its discretion, provided that Table22 will not materially degrade the core Services for which you are paying without notice consistent with Section 16.
4. FEES, PAYMENT, AND OFFSET
4.1 Platform Fee. You will pay the Platform Fee set forth on the Fee Schedule. Table22 may set the Platform Fee as a percentage of revenue, a fixed monthly minimum, the greater of the two, or a combination, and may vary fees by Product type, channel, or tier, all as stated on the Fee Schedule or Order Form.
4.2 Processing fee. You agree that a payment processing fee set forth on the Fee Schedule or previous Partner Agreement (the “Processing Fee”) will be netted from the gross transaction amounts collected. The Processing Fee covers Payment Processor charges; any difference between the Processing Fee and the Payment Processor’s actual charges is borne by, or retained by, Table22.
4.3 Payment waterfall. From gross amounts collected from Buyers, Table22 will net, in order: (a) logistics fees (if you use Logistics Enablement Services); (b) the Processing Fee under Section 4.2; (c) the Platform Fee; (d) Indirect Taxes that Table22 is responsible for collecting and remitting; and (e) any amounts owed to Table22 under Section 4.6. The remainder (the “Merchant Payout”) is owed to you.
4.4 Remittance. Table22 will remit the Merchant Payout to your designated bank account by direct transfer, using services including, but not limited to, Stripe Connect, on the payout cadence stated on the Fee Schedule. Table22 will use commercially reasonable efforts to meet the stated cadence; the timing of remittance is an operational target and is not a guaranteed payment date.
4.5 Chargebacks & reserves. You are responsible for refunds, chargebacks, and related costs arising from your Products and your Buyer relationships. Where your refund or chargeback rate exceeds the threshold stated on the Fee Schedule, Table22 may establish a rolling reserve against amounts otherwise payable to you, in an amount and for a period reasonably calculated to cover anticipated refunds and chargebacks.
4.6 Offset & recoupment. Table22 may offset or deduct from amounts owed to you any amounts due, or reasonably likely to become due, from you to Table22 (including refunds, chargebacks, fees in arrears, reserves, and Tax liabilities), whether under this Agreement or otherwise.
5. LOGISTICS ENABLEMENT SERVICES (OPTIONAL)
5.1 Election & scope. If you elect Logistics Enablement Services, Table22 will coordinate fulfillment of eligible orders using Table22’s delivery network and/or third-party carriers. Logistics fees, coverage, and service minimums are set by Table22 per market and stated on the Fee Schedule, collected from Buyers, and netted under Section 4.3.
5.2 Service minimums. Table22 may set and modify minimum active-order thresholds. If a threshold is not met, Table22 may discontinue Logistics Enablement Services for you, in which case you may self-fulfill or convert orders to pickup or carrier shipping.
5.3 Liability for Table22’s own last-mile delivery. Where Table22’s own delivery network performs last-mile delivery, Table22 is responsible, from the point of pickup at your location until delivery, for delivery errors caused by Table22 or its delivery personnel, including misdelivery to the wrong address (where the address differs from the address provided by the Buyer), theft, and breakage caused by Table22’s handling. Table22’s responsibility under this Section 5.3 is subject to the limitations and cap in Section 12, except as provided in Section 12.4.
5.4 Third-party carrier shipments. Where Products are shipped via a third-party common carrier (e.g., a parcel carrier), the carrier is responsible for in-transit loss, delay, or damage in accordance with the carrier’s terms and applicable law. Table22 is not the shipper of record and does not insure or guarantee carrier performance, but will submit and manage carrier claims as described in Section 5.7.
5.5 Alcohol age verification on Table22-fulfilled delivery. Where Table22’s Logistics Enablement Services are used to deliver age-restricted Products you represent, warrant and covenant that you will appropriately identify such Products prior to their listing on the Services. You agree to indemnify Table22 from and against any damages, fines, liabilities, losses, penalties, costs and expenses incurred by Table22 for any failure to properly identify any age-restricted Products prior to their listing. Table22 and its delivery personnel will (a) verify the recipient is at least twenty-one (21) years of age by inspecting valid government-issued identification and (b) decline delivery to a recipient who is visibly intoxicated. Where you self-fulfill, you are solely responsible for all age-verification and related compliance.
5.6 Shipping Enablement; relationship with Shipping Providers. You may elect to use Table22’s Shipping Enablement services for the fulfillment of orders placed through the Services. These services include use of Table22’s network of third-party logistics providers (each, a “Shipping Provider”). You acknowledge and agree that any shipping relationship, including all shipments, compliance obligations, and liabilities, exists solely between you and the applicable Shipping Provider, and not with Table22.
5.7 Shipping claims. In the event any shipment is lost, damaged, or otherwise impacted during transit, Table22 will submit and manage a shipping-carrier claim on your behalf. You acknowledge that claim approval, reimbursement amounts, and timing are determined solely by the applicable carrier or Shipping Provider. If a claim is denied, not paid in full, or otherwise not approved, you are responsible for any refunds, credits, or replacement product owed to Buyers.
5.6 No transfer of regulatory status. Logistics Enablement Services do not make Table22 the seller, retailer, importer, or licensee of any Product. You remain responsible for ensuring your Products may lawfully be sold, shipped, and delivered in each destination jurisdiction.
6. TAXES
6.1 Definition. “Indirect Tax” means any sales, use, or similar transaction tax on the sale of Products.
6.2 Marketplace facilitator collection. Table22 acts as a Marketplace Facilitator and will collect and remit Indirect Tax on sales of your Products through the Services where, and to the extent, required of a marketplace facilitator under applicable law. Where Table22 is not required or able to collect a given tax as a marketplace facilitator, you remain responsible for its collection and remittance.
6.3 Merchant of record for shipments; other taxes. You acknowledge that you are the merchant of record and seller of record for all shipments and deliveries of your Products. Except for Indirect Tax that Table22 expressly collects and remits under Section 6.2, you are solely responsible for all taxes, duties, levies, and fees relating to your Products and your business, including excise taxes, alcohol-specific taxes and markups, gross-receipts taxes, and income taxes.
6.4 Withholding; tax attributable to Merchant information. Table22 may deduct and remit any tax it is required by law to withhold. Where Indirect Tax is assessed against Table22 as a result of inaccurate or incomplete product, taxability, pricing, or location information you provided, Table22 may recover the assessed tax, together with associated penalties and interest, from your future payouts. Amounts payable to Table22 are exclusive of, and you are responsible for, any taxes imposed on the Services provided to you.
7. MERCHANT REPRESENTATIONS, WARRANTIES, AND COVENANTS
You represent, warrant, and covenant, on a continuing basis throughout the term, that:
(a) you have all rights, power, and authority to make your Products available through the Services and to grant the licenses in this Agreement;
(b) all information you provide (including via your Merchant account and Order Form) is true, accurate, current, and complete;
(c) your Products are of good and marketable quality, are merchantable and fit for their intended purpose, match their descriptions, and are the genuine articles;
(d) your Products, and your sale, marketing, shipment, and delivery of them, comply with all applicable laws, including consumer-protection, labeling, food-safety, and (for alcohol) federal (TTB), state (ABC), and local licensing and direct-to-consumer shipping laws, in every jurisdiction where your Products are offered, sold, shipped, or delivered;
(e) you hold, and will maintain, all licenses, permits, and registrations required to sell, ship, market and deliver your Products, including any required liquor licenses, and you will notify Table22 immediately in writing if any such license or permit is suspended, revoked, conditioned, or not renewed;
(f) you maintain all food-safety and health certifications required for your Products and operations, and you will promptly notify Table22 of any product recall, safety issue, contamination, or regulatory action affecting your Products;
(g) your Products contain only Permitted Products and do not contain any Prohibited Products (each as defined in the Acceptable Use & Prohibited Products Policy); and
(h) you maintain commercially reasonable insurance (including commercial general liability and, where applicable, product liability) appropriate to your Products and risk profile, and will provide certificates on request.
8. ADDITIONAL MERCHANT OBLIGATIONS
8.1 Compliance & cooperation. You will comply with all applicable laws and card-network rules (including Visa, Mastercard, and PCI requirements) and any Table22 policy made available from time to time. You will promptly respond to Table22 inquiries, notify Table22 of regulatory or legal complaints relating to your Products, and assist Table22 (at your expense) in responding to them.
8.2 Communications law. If you send or procure emails, calls, or texts in connection with your Products, you will comply with all applicable laws (including CAN-SPAM, TCPA, and Do-Not-Call rules) and obtain all necessary consents.
8.3 Self-fulfillment of age-restricted Products. If you fulfill delivery of any age-restricted Products yourself, you are solely responsible for all age verification and related compliance.
8.4 Co-marketing. You will use reasonable efforts to market and promote your Table22 offerings through your own channels (social, email, and in-store).
8.5 No interference with platform terms. You will not require or suggest that a Buyer agree to terms that reduce Buyer rights under, or otherwise interfere with, Table22’s refund, chargeback, and dispute processes or Table22’s rights under this Agreement.
8.6 No circumvention or disintermediation. You will not, directly or indirectly, circumvent the Services or the fees due to Table22, including, without limitation, by soliciting or inducing any Buyer first introduced to you or acquired through the Services to purchase off-platform for the purpose of avoiding fees on Table22-originated demand. You will not access another party’s account, or use the Services to interfere with other Merchants or Buyers.
8.7 Identity verification & anti-money-laundering. To comply with applicable anti-money-laundering, sanctions, and know-your-customer requirements and to prevent fraud, Table22 and the Payment Processor may require you to provide identifying information and documentation (which may include legal name, business address, beneficial ownership, taxpayer identification, bank-account details, and government-issued identification), and may verify or re-verify such information, and may decline, condition, suspend, or terminate your access pending or based on the results of such verification. You represent that all information you provide is accurate and that you and your principals are not subject to applicable sanctions or otherwise prohibited from using the Services.
8.8 Merchant subscription, cancellation, and refund policies. Any cancellation, refund, or renewal-notice policy you apply to Buyer subscriptions or other purchases must (a) comply with all applicable automatic-renewal, negative-option, and consumer-protection laws; (b) be provided to Table22 and disclosed to Buyers at or before the point of purchase; and (c) unless Table22 approves otherwise in writing, permit a Buyer to cancel a subscription at any time prior to the applicable renewal date, with any advance-notice requirement not to exceed fourteen (14) days for subscriptions billed monthly or more frequently. Table22 may decline to apply, or may modify the display of, any Merchant policy that does not meet these requirements, and Table22’s consumer-facing terms control in the event of a conflict with any such policy.
9. MARKETING RIGHTS, BRAND, AND INTELLECTUAL PROPERTY
9.1 Table22 right to market to platform Buyers. Table22 may communicate with any Buyer who transacts through the Services for marketing, promotional, cross-sell, operational, and other commercial purposes, including to promote other Merchants’ offerings and Table22’s own products. This right survives termination as to Buyers acquired through the Services.
9.2 Brand-asset license. You grant Table22 a non-exclusive, worldwide, royalty-free, fully paid-up, license, during the term, to use, reproduce, display, and distribute your names, logos, trademarks, images, videos, and other brand assets and Product content (“Your Marks”) to operate, provide, and market the Services. No separate approval is required for platform marketing. Table22 agrees that any goodwill arising from the use of Your Marks will inure solely to your benefit.
9.3 Promotional case studies. Table22 may identify you as a Table22 customer and describe the parties’ relationship in case studies, press, sales materials, and investor materials. This limited right, and Table22’s right to retain and use historical marketing materials and case studies already created, survive termination.
9.4 Merchant’s pre-existing data. If you connect your own marketing tools (e.g., Mailchimp, Klaviyo, Squarespace), Table22 will not export, transfer, or use your pre-existing contacts or audience, except for Buyers who transact through the Services.
9.5 Table22 IP. Table22 and its licensors own all rights in the Services and Table22’s technology, marks, and materials. No rights are granted except as expressly stated.
9.6 Feedback. Any feedback or suggestions you provide are owned by Table22 and may be used without restriction or obligation to you.
9.7 Copyright complaints (DMCA). Content (including text, images, descriptions, and other materials) that you or others make available through the Services (“Content”) must not infringe any third party’s rights. Table22 complies with the Digital Millennium Copyright Act: it may remove or disable access to Content alleged in good faith to infringe, and may, in appropriate circumstances, suspend or terminate the accounts of repeat infringers. If you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Table22’s designated Copyright Agent is as follows: Table22 Copyright Agent, copyright@table22.com, Table22, Inc., 121 Greene St, Floor 2, New York, NY 10012.
10. SUBSCRIPTIONS, PAYMENT CREDENTIALS, AND DATA
10.1 No outbound migration of payment credentials. Table22 does not support, facilitate, or enable the export or migration of Buyer subscription payment tokens, stored payment methods, or recurring-billing authorizations to any third-party platform, processor, or service provider. Buyer payment credentials are held by Table22 and the Payment Processor and, upon termination, remain with Table22 and the Payment Processor, subject to applicable law and the rights of Buyers and the card networks.
10.2 Data protection. Each party will comply with applicable data-protection laws. You are responsible for providing any privacy notices and establishing any legal basis required for your use of Buyer personal data you receive.
10.3 Aggregated data. Table22 may collect, aggregate, and de-identify transaction and usage data and use it for any lawful business purpose (including analytics, benchmarking, product development, and marketing), provided such data does not identify you or any Buyer.
11. CONFIDENTIALITY
11.1 Definition. “Confidential Information” means non-public information disclosed by or on behalf of one party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with this Agreement that is marked as confidential, including business, technical, financial, product, customer, and pricing information, and the terms of this Agreement and any Order Form.
11.2 Obligations. The Receiving Party will (a) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses for its own comparable information, and no less than reasonable care; (b) use it solely to perform under or exercise its rights under this Agreement; and (c) not disclose it to any third party except to its employees, affiliates, advisors, contractors, and service providers who have a need to know and are bound by confidentiality obligations at least as protective as these. Each party is responsible for any breach by its personnel or permitted recipients.
11.3 Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before disclosure; (c) is rightfully received from a third party free of any duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.
11.4 Compelled disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, subpoena, or other legal or governmental process, provided that, where legally permitted, it gives the Disclosing Party prompt notice and reasonable cooperation (at the Disclosing Party’s expense) to seek protective treatment, and discloses only what is legally required.
11.5 Aggregated-data carve-out. This Section 11 does not limit Table22’s rights in aggregated/de-identified data under Section 10.3.
12. DISCLAIMERS AND LIMITATION OF LIABILITY
12.1 Platform disclaimer. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, TABLE22 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TABLE22 DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
12.2 No consequential damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.
12.3 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, TABLE22’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL PLATFORM FEES PAID BY YOU TO, OR NETTED BY, TABLE22 DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. YOUR PAYMENT AND INDEMNIFICATION OBLIGATIONS ARE NOT SUBJECT TO THIS CAP.
12.4 Carve-outs. THE EXCLUSION OF CONSEQUENTIAL DAMAGES DOES NOT APPLY TO: (a) AMOUNTS RECOVERABLE PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS; (b) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (c) DEATH OR PERSONAL INJURY, FRAUD, OR FRAUDULENT MISREPRESENTATION; OR (d) TABLE22’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, INCLUDING IN CONNECTION WITH THE LOGISTICS ENABLEMENT SERVICES.
12.5 Basis of the bargain. The allocations of risk in this Section 12 are a fundamental basis of the bargain and apply regardless of the theory of liability.
13. INDEMNIFICATION
13.1 By Merchant. You will defend, indemnify, and hold harmless Table22 and its affiliates and their personnel from any third-party claim, and resulting losses, liabilities, damages, costs, and reasonable attorneys’ fees, arising from or relating to: (a) your Products (including product-liability, defect, food-safety, contamination, and recall claims); (b) your breach of this Agreement or your representations and warranties; (c) your violation of any law or third-party right (including licensing, alcohol, DtC-shipping, IP, and consumer-protection laws); (d) your content and brand assets; and (e) disputes between you and your Buyers.
13.2 By Table22. Table22 will defend, indemnify, and hold you harmless from any third-party claim, and resulting losses, to the extent arising from: (a) Table22’s gross negligence or willful misconduct in providing the Logistics Enablement Services; or (b) an allegation that the Table22 platform technology, as provided by Table22 and used in accordance with this Agreement, infringes a third party’s U.S. intellectual-property right.
13.3 Procedure. The indemnified party will: (a) give the indemnifying party prompt written notice of the claim (and in no event later than thirty (30) days after learning of it, except that a failure or delay in notice excuses the indemnifying party only to the extent it is actually prejudiced); (b) grant the indemnifying party sole control of the defense and settlement of the claim, provided that the indemnifying party may not, without the indemnified party’s prior written consent (not to be unreasonably withheld), enter into any settlement that imposes liability or a non-monetary obligation on, or requires any admission of fault by, the indemnified party; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defense with its own counsel at its own expense.
14. TERM AND TERMINATION
14.1 Term. This Agreement begins when you first accept it or first use the Services and continues month-to-month until terminated.
14.2 Termination for convenience. Either party may terminate for convenience on thirty (30) days’ written notice (email sufficient).
14.3 Termination/suspension by Table22 for cause. Table22 may suspend or terminate the Services or this Agreement immediately on notice if: (a) you materially breach and fail to cure within ten (10) days; (b) Table22 reasonably suspects fraud or illegal activity; (c) any required license or permit is suspended, revoked, or lapses; (d) you violate applicable law or card-network rules; (e) your refund or chargeback rate exceeds the threshold on the Fee Schedule; or (f) you become insolvent or subject to insolvency proceedings.
14.4 Effect of termination. On termination, your right to use the Services ends, Table22 will remit undisputed amounts owed to you on the next regular payout cycle (subject to reserves and offsets), and Sections 2, 4.5–4.6, 6, 9.1, 9.3, 9.6, 10.1, 11, 12, 13, 14.4, and 15–17 survive.
15. DISPUTE RESOLUTION (COMMERCIAL ARBITRATION)
15.1 Informal resolution. Before commencing arbitration, a party will give written notice of the dispute and the parties will negotiate in good faith for thirty (30) days.
15.2 Binding arbitration. Any dispute arising out of or relating to this Agreement that is not resolved informally will be finally resolved by binding arbitration administered by JAMS (or, if unavailable, the AAA) under its Commercial Arbitration Rules, before one arbitrator, seated in New York County, New York. The Federal Arbitration Act governs this Section.
15.3 Class waiver; jury waiver. Disputes will be arbitrated only on an individual basis; the parties waive any class, collective, or representative proceeding and any right to a jury trial.
15.4 Equitable relief; fees. Either party may seek injunctive or equitable relief (including for IP or confidentiality breaches) in a court of competent jurisdiction. Each party bears its own costs and attorneys’ fees unless applicable law or the arbitrator provides otherwise.
16. CHANGES TO THIS AGREEMENT AND THE FEE SCHEDULE
16.1 Amendments. Table22 may amend this Agreement or the Fee Schedule (including Platform Fees and consumer-facing marketplace or service fees) on at least thirty (30) days’ prior notice (email or in-platform notice sufficient). When changes are made, Table22 will make a new copy of the Agreement available on the platform. We will also update the “Last Updated” date at the top of the Agreement. Changes take effect at the end of the notice period.
16.2 Your remedy. If you do not agree to a change, your sole and exclusive remedy is to terminate this Agreement under Section 14.2 before the change takes effect. Your continued use of the Services after the effective date constitutes acceptance of the change.
17. GENERAL
17.1 Governing law; venue. This Agreement is governed by the laws of the State of New York, without regard to conflicts principles, and (subject to Section 15) the parties consent to exclusive venue in the state and federal courts located in New York County, New York. The UN Convention on Contracts for the International Sale of Goods does not apply.
17.2 Assignment. You may not assign this Agreement without Table22’s prior written consent. Table22 may assign freely, including to an affiliate or in connection with a merger, reorganization, or sale of assets.
17.3 Entire agreement; order of precedence. This Agreement, together with the Fee Schedule, any Order Form, and the Acceptable Use & Prohibited Products Policy, is the entire agreement and supersedes all prior agreements on its subject matter, including any prior partner agreement between the parties. In case of conflict, an executed Order Form controls over this Agreement as to the specific terms it addresses.
17.4 No waiver; severability. No failure to enforce is a waiver. If any provision is unenforceable, it will be limited or severed and the remainder will continue in effect.
17.5 Force majeure. Neither party is liable for delay or failure due to causes beyond its reasonable control.
17.6 Electronic acceptance & notices. You consent to transact and receive notices electronically. Notices to Table22 go to yum@table22.com; notices to you go to the contact on your account.