Virk Mobile App Privacy Policy

Introduction

Virk Group LLC, a Delaware limited liability company (“Company” or “We”) respects your privacy and is committed to protecting it through our compliance with this policy. This policy describes:

·        The types of information we may collect or that you may provide when you download, install, register with, access, or use the Virk application (the “App”).

·        Our practices for collecting, using, maintaining, protecting, and disclosing that information.

This policy applies to information we collect in this App, in email, text, and other electronic communications sent through or in connection with this App.

This policy DOES NOT apply to information that:

·        We collect offline or on any other Company apps or websites, including websites you may access through this App.

·        You provide to or is collected by any third party (see Third-Party Information Collection).

Our other websites and apps and these other third parties may have their own privacy policies, which we encourage you to read before providing information on or through them.

Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, do not download, register with, or use this App. By downloading, registering with, or using this App, you agree to this privacy policy. This policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of this App after we revise this policy means you accept those changes, so please check the policy periodically for updates.

Children Under the Age of 13

The App is not intended for children under 13 years of age, and we do not knowingly collect personal information from children under 13. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at info@virkshop.com.

Information We Collect and How We Collect It

We collect information from and about users of our App:

·        Directly from you when you provide it to us.

·        Automatically when you use the App.

·        From other apps and accounts when you authorize the App to sync with such other apps and accounts.

Information You Provide to Us 

When you download, register with, or use this App, we may ask you to provide information:

·        Personal Information: By which you may be personally identified, such as name, postal address, email address, telephone number, account name, and other similar identifiers.

• Biometric Information: We may collect face photos, identity documents, facial recognition, voice, or other biometric data. Any biometric information will be permanently deleted from the system after it is no longer necessary.
• Commercial Information: When you place an order through our services, we collect information related to that order. This may include information such as items purchased, special instructions, date and time of order, subtotal, photos that you provide to us, or other purchasing or consuming histories or tendencies.  
• Payment Information: Payment information collected such as bank name, payment method, or other financial information. We use a payment processor that collects your payment information and processes payments made on or through the services. We obtain limited information about your payment card from our payment processors, such as the last four digits of your card and the expiration date.
• Location Information: When you use the services, we may collect and store general location information (such as IP address). We may also collect route information and delivery pick-up or drop-off information. If you permit the App to access location services through the permission system used by your mobile operating system (“Platform”) or browser, we may also collect and store the precise location of your device when the App is running in the foreground or background of your device. This information may be used to help you select your delivery address, to provide more accurate deliveries of your orders, to provide recommendations to you, and to enhance your user experience and improve the services. You can choose whether to enable the location tracking feature through the settings on your device or Platform or when prompted by the App. If you choose to disable the location feature, this may compromise the accuracy of deliveries in some situations.

You may also provide information for publication or display (“Posted”) on public areas of the App or websites you access through the App (collectively, “User Contributions”). Your User Contributions are Posted and transmitted to others at your own risk. Although you may set certain privacy settings for such information by utilizing the Virk branded mobile apps or through Virk’s websites, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of third parties with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.

Automatic Information Collection and Tracking

When you download, access, and use the App, it may use technology to automatically collect:

·        Usage Details. When you access and use the App, we may automatically collect certain details of your access to and use of the App, including traffic data, location data, logs, and other communication data and the resources that you access and use on or through the App.

·        Device Information. We may collect information about your mobile device and internet connection, including the device’s unique device identifier, IP address, operating system, browser type, mobile network information, and the device’s telephone number.

·        Stored Information and Files. The App also may access metadata and other information associated with other files stored on your device. This may include, for example, photographs, audio and video clips, personal contacts, and address book information.

If you do not want us to collect this information do not download the App or delete it from your device. We also may use these technologies to collect information about your activities over time and across third-party websites, apps, or other online services (behavioral tracking).

Information Collection and Tracking Technologies

The technologies we use for automatic information collection may include:

·        Cookies (or mobile cookies). A cookie is a small file placed on your smartphone. It may be possible to refuse to accept mobile cookies by activating the appropriate setting on your smartphone. However, if you select this setting, you may be unable to access certain parts of our App.

·        Web Beacons. Pages of the App and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages and for other related app statistics (for example, recording the popularity of certain app content and verifying system and server integrity).

Third-Party Information Collection

When you use the App or its content, certain third parties may use automatic information collection technologies to collect information about you or your device. These third parties may include:

·        Advertisers, ad networks, and ad servers.

·        Analytics companies.

·        Your mobile device manufacturer.

·        Your mobile service provider.

These third parties may use tracking technologies to collect information about you when you use this app. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites, apps, and other online services websites]. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content.

We do not control these third parties tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly.

How We Use Your Information

We use information that we collect about you or that you provide to us, including any personal information, to:

·        Provide you with the App and its contents, and any other information, products, or services that you request from us.

·        Fulfill any other purpose for which you provide it.

·        Give you notices about your account, including expiration and renewal notices.

·        Carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.

·        Notify you when App updates are available, and of changes to any products or services we offer or provide through it.

The usage information we collect helps us to improve our App and to deliver a better and more personalized experience by enabling us to:

·        Estimate our audience size and usage patterns.

·        Store information about your preferences, allowing us to customize our App according to your individual interests.

·        Speed up your searches.

·        Recognize you when you use the App.

We use location information we collect to help select delivery addresses, to provide more accurate deliveries for orders, to provide recommendations to you, and to enhance your user experience and improve the services.

We may also use your information to contact you about our own and third parties goods and services that may be of interest to you. If you do not want us to use your information in this way, please, adjust your user preferences in your account profile. For more information, see Your Choices About Our Collection, Use, and Disclosure of Your Information.

We may use the information we collect to display advertisements to our advertisers’ target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria.

Disclosure of Your Information

We may disclose aggregated information about our users, and information that does not identify any individual or device, without restriction.

In addition, we may disclose personal information that we collect or you provide:

·        To our subsidiaries and affiliates.

·        To contractors, service providers, and other third parties we use to support our business.

·        To third parties to market their products or services to you if you have consented to these disclosures.

·        To fulfill the purpose for which you provide it. For example, if you give us an email address to use the “email a friend” feature of our Website or App, we will transmit the contents of that email and your email address to the recipients.

·        For any other purpose disclosed by us when you provide the information.

·        With your consent.

·        To comply with any court order, law, or legal process, including responding to any government or regulatory request.

·        To enforce our rights arising from any contracts entered into between you and us, including the App EULA, and for billing and collection.

·        If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of us, our customers, or other users. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.

Your Choices About Our Collection, Use, and Disclosure of Your Information

We strive to provide you with choices regarding the personal information you provide to us. This section describes mechanisms we provide for you to control certain uses and disclosures of your information.

·        Tracking Technologies. You can set your browser to refuse all or some browser cookies or to alert you when cookies are being sent. You can choose whether or not to allow the App to collect information through other tracking technologies by uninstalling Virk branded applications. If you disable or refuse cookies or block the use of other tracking technologies, some parts of the App may then be inaccessible or not function properly.

·        Location Information. You can choose whether or not to allow the App to collect and use real-time information about your device’s location by uninstalling Virk branded applications or opting to not provide your location details when prompted. If you block the use of location information, some parts of the App may become inaccessible or not function properly.

·        Promotion by the Company. If you do not want us to use your email or phone number to promote our own or third parties products or services, you can opt out by contacting us at info@virkshop.com.

·        Disclosure of Your Information for Third-Party Advertising and Marketing. If you do not want us to share your personal information with unaffiliated or non-agent third parties for advertising and marketing purposes, you can opt out by contacting us at info@virkshop.com.

We do not control third parties collection or use of your information to serve interest-based advertising. However, these third parties may provide you with ways to choose not to have your information collected or used in this way.

Accessing and Correcting Your Personal Information

You can review and change your personal information by logging into the App and visiting your account profile page.

If you delete your User Contributions from the App, copies of your User Contributions may remain viewable in cached and archived pages or might have been copied or stored by other App users. Proper access and use of information provided on the App, including User Contributions, is governed by our Mobile Application End User License Agreement.

Data Security

We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.

The safety and security of your information also depend on you. Where we have given you (or where you have chosen) a password for access to certain parts of our App, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information in public areas of the App like message boards. The information you share in public areas may be viewed by any user of the App.

Unfortunately, the transmission of information via the internet and mobile platforms is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our App. Any transmission of personal information is at your own risk. We are not responsible for the circumvention of any privacy settings or security measures we provide.

Changes to Our Privacy Policy

We may update our privacy policy from time to time. If we make material changes to how we treat our users’ personal information, we will post the new privacy policy on this page with a notice that the privacy policy has been updated and notify you by email and/or text message as specified in your account and an in-App alert the first time you use the App after we make the change. The date the privacy policy was last revised is identified at the top of the page. You are responsible for periodically visiting this privacy policy to check for any changes.

Contact Information

To ask questions or comment about this privacy policy and our privacy practices, contact us at:

+1-888-500-1337

info@virkshop.com

Virk Mobile Application Driver Terms and Conditions

This Virk Mobile Application Driver Terms and Conditions (“Terms and Conditions”) is a binding agreement between you (“Driver” or “you”) and Virk Group LLC, a Delaware limited liability company (“Virk”). These Terms and Conditions governs your use of the Virk application (including all related documentation, the “Application”), the Virk technology platform (“Platform”) and online marketplace through the Application (“Marketplace”) to offer, market, sell, fulfill, or deliver food products and other related services or otherwise practice.

BEFORE YOU USE THE APPLICATION, THE PLATFORM OR THE MARKETPLACE, OR ANY OTHER VIRK PRODUCT OR SERVICE, PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY USING THE APPLICATION, THE PLATFORM AND APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS; AND (B) ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

1.              Preamble. The Driver understands and agrees that Virk provides a technology platform and online marketplace through the Application for consumers (the “Customers”) to place orders for food and/or other goods (the “Orders”) with independent restaurants, kitchens and/or food service providers that fulfill the Order (“Merchants”) by (i) making the Order available for direct pick up by the Customer, (ii) delivering the Order to directly to the Customer, or (iii) making the Order available for pick-up and delivery to the Customer by an independent third-party contractors who provide delivery services (“Drivers”). The Driver acknowledges and agrees that the Customer places the Orders through the Application, the applicable Merchant prepares the Orders, and the applicable Driver provides the delivery services for the Orders, and Virk has no responsibility or liability for the acts or omissions of any Consumer, Merchant or Driver. The services offered by Virk pursuant to these Terms and Conditions does not include any retail services, any food preparation services, or any food inspection or certification services. Virk is not in the delivery business nor is it a common carrier. Virk provides a technology platform facilitating the transmission of Orders by Customers to Merchants for pickup by the Consumer, delivery by the Merchant or delivery by the Driver. Virk will not and does not assess or guarantee the suitability, legality or ability of any Consumer, Merchant or Driver. The Driver agrees that Virk is not responsible for the Merchants’ food preparation or the safety of the food, whether the Order was properly stored during the delivery by the Merchant and/or Driver, and does not verify any Consumer’s, Merchant’s or Driver’s compliance with applicable laws or regulations. Virk has no responsibility or liability for acts or omissions by any Consumer, Merchant or Driver.

2.              Purpose of Terms and Conditions.

(a)            These Terms and Conditions governs the relationship between Virk and Driver, and establishes the parties’ respective rights and obligations. In exchange for the promises contained in these Terms and Conditions, Driver shall have the right and obligation to perform the “Contracted Services” as defined herein. However, nothing in these Terms and Conditions requires Driver to perform any particular volume of Contracted Services during the term of these Terms and Conditions, and nothing in these Terms and Conditions shall guarantee Driver any particular volume of business for any particular time period.

(b)           Driver shall have no obligation to accept or perform any particular “Delivery Opportunity” (as that term is defined herein) offered through the Virk platform. However, once a Delivery Opportunity is accepted, Driver shall be contractually bound to complete the Contracted Services in accordance with all consumer and merchant specifications and the terms laid out in these Terms and Conditions.

3.              Driver’s Operations.

(a)            Driver represents that they operate an independently established enterprise that provides delivery and other services, and that they satisfy all legal requirements and have all necessary licenses and permits necessary to perform any services contemplated by these Terms and Conditions. As an independent contractor/enterprise, Driver shall be solely responsible for determining how to operate their business and how to perform the Contracted Services.

(b)           Driver agrees to provide Virk with information that is true and accurate, and to promptly inform Virk should any information require updating.

(c)            Driver agrees to fully perform the Contracted Services in a timely, efficient, safe, and lawful manner. Virk shall have no right to, and shall not, control the manner, method or means Driver uses to perform the Contracted Services. Instead, Driver shall be solely responsible for determining the most effective, efficient, and safe manner to perform the Contracted Services, including determining the manner of pickup, delivery, and route selection.

(d)           As an independent business enterprise, Driver retains the right to perform services (whether delivery services or other services) for other businesses, and Driver represents that they advertise and hold themself out to the general public as a separately established business. The parties recognize that they are or may be engaged in similar arrangements with other businesses to supply the same or similar services and nothing in these Terms and Conditions shall prevent Driver or Virk from doing business with others. Virk does not have the right to restrict Driver from performing services for Driver’s own business, other businesses, customers, or consumers at any time, even if such business directly competes with Virk, and even during the time Driver is logged into the Virk platform so long as such services do not otherwise violate this agreement. Driver’s right to compete with Virk, or perform services for businesses that compete with Virk, will survive even after termination of these Terms and Conditions.

(e)            Driver is not required to purchase, lease, or rent any products, equipment or services from Virk as a condition of doing business with Virk or entering into these Terms and Conditions.

(f)            Driver agrees to immediately notify Virk in writing if Driver’s right to control the manner or method they use to perform services differs from the terms contemplated in this Section.

(g)           When signing up to be a user of the Virk platform, Driver’s information will be used to create an account. Driver may not sign up to be a Dasher more than once by creating multiple accounts.

(h)           Driver acknowledges that when engaging with the Virk platform on a mobile device, data usage and rates may apply.

(i)             By using the Virk platform, Driver also agrees to be bound by the Virk Customer Terms of Service and that any breach of the Virk Customer Terms of Service will be considered a breach of these Terms and Conditions. However, to the extent that these Terms and Conditions and the Virk Customer Terms of Service conflict, the terms of these Terms and Conditions shall govern.

(j)             To prevent unauthorized access to Driver’s account and to prevent unauthorized use of the Virk platform, Driver agrees to protect and keep confidential their email, phone number, password, or other means of accessing their account via the Virk platform. Driver acknowledges that unauthorized use of Driver’s account, email, phone number and password could lead to financial loss and access to Driver’s sensitive personal and account information. If Driver discloses their account information, user ID, and/or password to any person or entity, Driver assumes all risks and losses associated with such disclosure. If Driver believes someone may attempt to use or has accessed Driver’s account without Driver’s permission, or that any other unauthorized use or security breach has occurred, Driver agrees to immediately notify Virk.

4.              Contracted Services.

(a)            From time to time, the Virk platform will notify Driver of the opportunity to complete deliveries from restaurants or other businesses to consumers in accordance with orders placed by consumers through the Virk platform or directly from restaurants or other businesses (each of these is referred to as a “Delivery Opportunity”). Driver agrees by logging into the Virk platform as a Dasher, Driver is making themself available to receive Delivery Opportunities, which Driver may accept or reject. For each Delivery Opportunity accepted by Driver (“Contracted Service”), Driver agrees to proceed to the restaurant or other business to retrieve the order in a safe and timely fashion, ensure the order is accurately filled according to the consumer, restaurant, and/or business specifications, and complete delivery of the order to consumers in a safe and timely fashion without taking any action that would change the quality or presentation of the items being delivered and while adhering to reasonable expectations on food safety, quality and health standards as required by the restaurants or other businesses and/or applicable law. A Delivery Opportunity is considered complete when the order has been delivered to the ordering party, or, and only when applicable, placed in a designated area as selected by the consumer, in addition to any other task required for completion of the delivery. Driver agrees to timely mark a delivery as completed through the Virk platform upon delivery of the order to the ordering party.

(b)           Driver understands and agrees that the parameters of each Contracted Service are established by the consumer, restaurant, and/or other business, not Virk, and represent the end result desired, not the means by which Driver is to accomplish the result. Driver has the right to cancel a Contracted Service when, in the exercise of Driver’s reasonable discretion and business judgment, it is appropriate to do so. Failure to satisfy this obligation constitutes a material breach of these Terms and Conditions, and Virk shall have the right to terminate these Terms and Conditions and/or deactivate Driver’s account.

(c)            Driver acknowledges that Virk has discretion as to which, if any, Delivery Opportunity to present to Driver, just as Driver has the discretion whether and to what extent to accept any Delivery Opportunity.

(d)           Driver warrants that Driver is engaged in Driver’s own business, separate and apart from Virk’s business, which is to provide an online marketplace platform using web-based technology that connects contractors, restaurants and/or other businesses, and consumers.

(e)            Driver authorizes Virk, during the course of a Contracted Service, to communicate with Driver, consumer, and/or restaurant or other business to assist Driver, or facilitate direct communication between Driver and the consumer, restaurant, and/or business, to the extent permitted by Driver, in facilitating deliveries. However, under no circumstances shall Virk be authorized to control the manner or means by which Driver performs delivery services or other services contemplated under these Terms and Conditions. This includes, but is not limited to, the following:

(i)             Virk does not require any specific type, or quality, of Driver’s choice of transportation.

(ii)           Driver does not have a supervisor or any individual at Virk to whom they report.

(iii)         Driver is not required to use any signage or other designation of Virk on their vehicle or person at any point in their use of the platform to perform the Contracted Services.

(iv)          Virk has no control over Driver’s personal appearance.

(v)           Driver does not receive performance evaluations by Virk.

(f)            Driver may use whatever payment method they choose to purchase items to be delivered to consumers, including but not limited to Driver’s personal credit or debit card, cash, or a prepaid card. Driver may use, for Driver’s convenience, the prepaid card solely for purchasing items to be delivered to consumers. If Driver chooses to use their personal credit or debit card or cash, Driver shall invoice Virk on a weekly basis and Virk agrees to pay all invoices within 10 days of receipt.

(g)           In the event Driver fails to fully perform any Contracted Service (a “Service Failure”) due to Driver’s action or omission, Driver shall forfeit all or part of the agreed upon fee for that service. If Driver disputes responsibility for a Service Failure, the dispute shall be resolved pursuant to the “Payment Disputes” provision below.

(h)           Driver represents and warrants that Driver and all Driver Personnel hold and will maintain in good standing throughout the term of these Terms and Conditions all Applicable Licenses required for the performance of the Contracted Services. Driver agrees to comply with all Applicable Laws and causes all Driver Personnel to comply with all Applicable Laws. In addition, Driver agrees that Driver’s Equipment will be maintained in a sanitary, clean and usable condition and in first class order, repair and appearance as required by Applicable Laws. Merchant agrees and consents to providing Virk and its Personnel with access to the Driver’s Equipment (including, at Driver’s expense, motor vehicle registration records), all Applicable Licenses, and other business records to verify compliance with the foregoing and investigate any Customer or Merchant complaints. 

(i)             Driver represents and warrants that Driver nor any Driver Personnel: (i) have been arrested or convicted for of any major traffic offenses, (ii)  have never been convicted for DUI (driving under the influence), DWI (driving while intoxicated) or OVI (operating a vehicle while intoxicated) or a similar offense, (iii) have never operated a motor vehicle while under the influence of any substance that causes intoxication or substantial impairment of the senses required to operate a motor vehicle, (iv) have never received the suspension or loss of their driver’s license or restricted driving privileges, (v) been convicted of any felony, or any other crime involving moral turpitude, or (vi) had their automobile insurance terminated or suspended. 

5.              Content.

(a)            Parts of the Virk platform enable Driver to provide feedback, text, photos, audio, video, information, and other content (collectively, “Content”). By providing Content, in whatever form and through whatever means, Driver grants Virk a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish and otherwise exploit, that Content, without limitation. If Content includes personal information, Virk’s Privacy Policy describes how Virk uses that personal information. Where Virk pays for the creation of Content or facilitates its creation, Virk may own that Content, in which case supplemental terms or disclosures will say that. Driver is solely responsible for all Content that Driver provides and warrants that Driver either own it or is authorized to grant Virk the rights described in these Terms. Driver is responsible and liable if any of Driver’s Content violates or infringes the intellectual property or privacy rights of any third party. Content that is, among other things, discriminatory, obscene, harassing, deceptive, violent, or illegal is prohibited, and Content must comply with all applicable Virk policies, including but not limited to the Virk Content Policy. Driver agrees that Virk may make available services or automated tools to translate Content and that Driver’s Content may be translated using such services or tools.

6.              Relationship of Parties.

(a)            The parties acknowledge and agree that these Terms and Conditions is between two co-equal, independent business enterprises that are separately owned and operated. The parties intend these Terms and Conditions to create the relationship of principal and independent contractor and not that of employer and employee. The parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in these Terms and Conditions.

(b)           Virk shall not have the right to, and shall not, control the manner or the method of accomplishing Contracted Services to be performed by Driver. The parties acknowledge and agree that those provisions of these Terms and Conditions reserving ultimate authority in Virk have been inserted solely for the safety of consumers and other Drivers using the Virk platform or to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof.

(c)            Virk shall report all payments made to Driver on a calendar year basis using an appropriate IRS Form 1099, if the volume of payments to Driver qualifies. Driver agrees to report all such payments and any cash gratuities to the appropriate federal, state and local taxing authorities.

7.              Payment For Services.

(a)            Unless a different rate of pay is negotiated or Driver is notified otherwise by Virk in writing or except as provided herein, Driver will receive payment per accurate Contracted Service completed in an amount as agreed to in the schedule of rates and fees attached hereto as Schedule A (the “Rates and Fees Schedule”). Virk reserves the right to adjust or withhold all or a portion of payment owed to Driver if Virk reasonably believes that Driver has defrauded or abused, or attempted to defraud or abuse, the platform. From time to time, Virk may offer opportunities for Driver to earn more money for performing Contracted Services at specified times or in specified locations. Nothing prevents the parties from negotiating a different rate of pay, and Driver is free to accept or reject any such opportunities to be paid at different rates.

(b)           Virk’s online credit card software may permit consumers to add a gratuity to be paid to Driver, and consumers can also pay a gratuity to Driver in cash. Driver shall retain 100% of any gratuity paid by the consumer, whether by cash or credit card. Virk acknowledges it has no right to interfere with the amount of gratuity given by the consumer to the Driver.

(c)            For purchases that involve consumer payment via the Virk platform, Virk will process payments made by consumers and transmit applicable payment for the Contracted Services to Driver.

(d)           Driver is responsible for verifying the accuracy of their bank account and/or debit card information to receive timely payments. Virk is not responsible for lost or late payments due to incorrect routing and/or account information.

(e)            By agreeing to any separate contract with a third-party that will process payments owed under these Terms and Conditions to Driver, Driver agrees that Virk shall discharge its payment obligations to Driver by funding the amounts payable and directing the third-party processor to pay such funded amounts to Driver. After Virk funds and directs payment, any continuing refusal by the third-party processor to issue payment to Driver shall be the responsibility of Driver to resolve.

(f)            From time to time, Virk may offer various Dasher promotions or referral programs. Driver agrees that they will not manipulate or abuse the referral programs or Dasher promotions by, among other things: (a) tampering with the location feature on their mobile phone; (b) collecting incentive or promotional pay when not eligible to receive such pay under relevant policies; or, (c) creating multiple Dasher or consumer accounts. Driver understands that engaging in this type of manipulation or abuse constitutes a material breach of these Terms and Conditions and may lead to deactivation of their account.

8.              Payment Disputes.

(a)            In the event there is a Service Failure, Driver shall not be entitled to payment as described above (as determined in Virk’s reasonable discretion). Any withholding of payment shall be based upon proof provided by the consumer, restaurant or other business, Driver, and any other party with information relevant to the dispute. Virk shall make the initial determination as to whether a Service Failure was the result of Driver’s action/omission. Driver shall have the right to challenge Virk’s determination through any legal means contemplated by these Terms and Conditions.

(b)           In the event Virk fails to remit payment in a timely or accurate manner, except as provided herein, Driver shall have the right to seek proper payment by any legal means contemplated by these Terms and Conditions; provided, however, Driver shall first inform Virk in writing of the failure and provide a reasonable opportunity to cure it.

9.              Equipment and Expenses.

(a)            Driver represents that they have or can lawfully acquire all equipment, including vehicles and food thermal bags (“Equipment”) necessary for performing Contracted Services, and Driver is solely responsible for ensuring that any vehicle used conforms to all vehicle laws pertaining to registration, safety, equipment, inspection, and operational capability.

(b)           Driver agrees that they are responsible for all costs and expenses arising from Driver’s performance of Contracted Services, including, but not limited to, costs related to Driver’s Personnel (defined below) and Equipment. Except as otherwise required by law, Driver assumes all risk of damage or loss to their Equipment.

10.           Personnel.

(a)            In order to perform any Contracted Services, Driver must, for the safety of consumers on the Virk platform, pass a background check administered by a third-party vendor, subject to Driver’s lawful consent. Driver is not required to perform any Contracted Services personally, but may, to the extent permitted by law and subject to the terms of these Terms and Conditions, hire or engage others (as employees or subcontractors of Driver) to perform all or some of the Contracted Services, provided any such employees or subcontractors meet all the requirements applicable to Driver including, but not limited to, accepting the terms of these Terms and Conditions, separately completing the process to receive Delivery Opportunities, and being eligible to provide the Contracted Services in the geographic location. To the extent Driver furnishes their own employees or subcontractors (collectively “Personnel”), Driver shall be solely responsible for the direction and control of the Personnel Driver uses to perform all Contracted Services.

(b)           Driver assumes full and sole responsibility for the payment of all amounts due to their Personnel for work performed in relation to these Terms and Conditions, including all wages, benefits and expenses, if any, and for all required state and federal income tax withholdings, unemployment insurance contributions, and social security taxes as to Driver and all Personnel employed by Driver in the performance of Contracted Services under these Terms and Conditions. Virk is not an employer or joint employer of Driver’s Personnel, and shall have no responsibility for any wages, benefits, expenses, or other payments due Driver’s Personnel, nor for income tax withholding, social security, unemployment insurance contributions, or other payroll taxes relating to Driver or their Personnel. Neither Driver nor their Personnel shall receive any wages, including vacation pay or holiday pay, from Virk, nor shall they participate in or receive any other benefits, if any, available to Virk’s employees.

(c)            Unless mandated by law, Virk shall have no authority to withhold state or federal income taxes, social security taxes, unemployment insurance taxes/contributions, or any other local, state or federal tax on behalf of Driver or their Personnel.

(d)           Driver and their Personnel shall not be required to wear a uniform or other clothing of any type bearing Virk’s name or logo.

(e)            If Driver uses the services of any Personnel to perform the Contracted Services, Driver’s Personnel must satisfy and comply with all of the terms of these Terms and Conditions, which Driver must make enforceable by written agreement between Driver and such Personnel. A copy of such written agreement must be provided to Virk at least 7 days in advance of such Personnel performing the Contracted Services, and Driver must notify Virk when their Personnel will be performing Contracted Services. The parties acknowledge that the sole purpose of this requirement is to ensure Driver’s compliance with the terms of these Terms and Conditions.

11.           Insurance.

(a)            Driver Coverage. Driver agrees, as a condition of doing business with Virk, that during the term of these Terms and Conditions, Driver will maintain current insurance, in amounts and of types required by law to provide the Contracted Services and cover Driver during performance of the Contracted Services, at their own expense. Driver acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of these Terms and Conditions and shall result in the termination of these Terms and Conditions and the loss of Driver’s right to receive Delivery Opportunities.

(b)           Notification of Coverage. Driver agrees to deliver to Virk, upon request, current certificates of insurance as proof of coverage. Driver agrees to provide updated certificates each time Driver purchases, renews, or alters Driver’s insurance coverage. Driver agrees to give Virk at least thirty (30) days’ prior written notice before cancellation of any insurance policy required by these Terms and Conditions.

(c)            Workers’ Compensation Insurance. Driver agrees that Driver will maintain sufficient insurance to cover any risks or claims arising out of or related to Driver’s relationship with Virk, including workers’ compensation insurance where required by law. Driver acknowledges and understands that Driver will not be eligible for workers’ compensation benefits through Virk and is instead responsible for maintaining Driver’s own workers’ compensation insurance or occupational accident insurance. Driver’s maintenance of Driver’s own workers’ compensation insurance or occupational accident insurance will not disqualify Driver from participating in the Occupational Accident Insurance Policy for Dashers, which Virk may make available to Driver.

12.           Indemnity.

(a)            Driver agrees to indemnify, protect and hold harmless Virk, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of Driver and/or their Personnel arising from the performance of delivery services under these Terms and Conditions, including personal injury or death to any person (including to Driver and/or their Personnel), as well as any liability arising from Driver’s failure to comply with the terms of these Terms and Conditions. Driver’s obligations hereunder shall include the cost of defense, including attorneys’ fees, as well as the payment of any final judgment rendered against or settlement agreed upon by Virk or its parent, subsidiary and/or affiliated companies.

(b)           Driver agrees to indemnify, protect and hold harmless Virk, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers compensation premiums, and any contributions imposed or required under federal, state and local laws, with respect to Driver and Driver’s Personnel.

(c)            Driver shall be responsible for, indemnify and hold harmless Virk, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from all costs of Driver’s business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.

13.           Proprietary Rights and Licenses.

(a)            All copyright, database rights, trademarks (whether registered or unregistered), design rights (whether registered or unregistered), patent applications, patents, and other intellectual property rights of any nature in the Virk platform together with the underlying software code and any and all rights in, or derived from the Virk platform are proprietary and owned either directly by Virk or by Virk’s licensors and are protected by applicable intellectual property and other laws. Driver agrees that they will not use such proprietary information, materials, or intellectual property rights in any way whatsoever except for by use of the Virk platform to perform the Contracted Service in compliance with the terms of these Terms and Conditions. No portion of the Virk platform may be reproduced in any form or by any means, except as expressly permitted in the terms of these Terms and Conditions. Driver agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Virk platform or any intellectual property rights therein in any manner, and Driver shall not exploit the Virk platform or any intellectual property rights therein in any unauthorized way whatsoever.

(b)           Virk hereby grants Driver a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Virk platform solely for their lawful use to perform the Contracted Services in accordance with these terms of these Terms and Conditions. Virk retains all rights, title, and interest in and to the Virk platform and its other intellectual property rights therein. Any such license shall terminate upon termination of these Terms and Conditions.

(c)            Driver acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by Driver to Virk regarding the Virk platform are provided freely and shall become the sole property of Virk. Virk shall own exclusive rights of such Submissions, including all intellectual property rights therein, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to Driver.

14.           Legal Processes Affecting Driver’s Accounts.

(a)            If legal action such as a garnishment, levy or other state or federal legal process (“Legal Process”) is brought against Driver’s Dasher account, Virk will not contest on Driver’s behalf any such Legal Process and may take action to comply with such Legal Process as Virk determines to be appropriate in the circumstances without liability to Driver. Driver agrees that Virk may honor Legal Process that is served personally, by mail, email or facsimile transmission at any Virk facility or at the office of any agent authorized by appointment or by law to receive service on behalf of Virk, even if such service is insufficient under law.  

(b)           If Legal Process is brought against Driver’s Dasher account, Virk may prohibit Driver from utilizing payment options other than weekly direct deposits (i.e., prohibiting use of other payment alternatives that Virk may offer to Driver). Driver shall be liable to Virk for any amounts received by Driver through payment options other than weekly direct deposit that otherwise would have been withheld pursuant to such Legal Process, and Virk may recoup or offset such amounts from any obligation owed by Virk to Driver.

(c)            Driver acknowledges that Legal Process against Driver’s Dasher account may result in delays in payments to Driver. Virk shall not be liable to Driver on account of any losses resulting from such delay.

15.           Termination of Agreement.

(a)            Driver may terminate these Terms and Conditions upon seven (7) days written notice. Virk may terminate these Terms and Conditions and deactivate Driver’s Dasher account only for the reasons set forth in the Virk Deactivation Policy, which Driver expressly agrees to, or for a material breach of these Terms and Conditions. Notwithstanding the foregoing, Virk reserves the right to temporarily remove access to the Virk platform for the purposes of timely investigation where fraud or abuse is suspected, including circumvention of compliance with Legal Process, or when deemed necessary to protect the safety and security of Virk users.

(b)           Notwithstanding any other provision in these Terms and Conditions, Virk reserves the right to modify the Deactivation Policy if, in Virk’s good faith and reasonable discretion, it is necessary to do so for the safe and/or effective operation of the Virk platform. Virk shall provide notice of any such changes to Driver via email. Changes to the Deactivation Policy shall be effective and binding on the parties upon Driver’s continued use of the Virk platform following Virk’s email notice of such modifications. Nothing will prevent Driver from attempting to negotiate an exemption from any modification to the Deactivation Policy.

(c)            Driver’s and Virk’s obligations and rights arising under the Mutual Arbitration Provision of these Terms and Conditions shall survive termination of these Terms and Conditions. Notwithstanding any other provision in these Terms and Conditions, the Deactivation Policy is subject to change; such changes shall be effective and binding on the parties upon Virk’s provision of notice to Driver via email.

16.           Modification. Virk may modify these Terms and Conditions at any time. When Virk makes material changes to these Terms and Conditions, it will post the revised Agreement on the Virk Platform and update the “Last Updated” date at the top of the Terms and Conditions. Virk will also provide Driver with notice of any material changes before the date the revised Terms and Conditions becomes effective. If Driver disagrees with the revised Terms and Conditions, Driver may terminate the Terms and Conditions immediately as provided herein. If Driver does not terminate the Terms and Conditions before the date the revised Terms and Conditions becomes effective, Driver’s continued access to or use of the Virk platform will constitute acceptance of the revised Terms and Conditions. Virk may modify information on any website hyperlinked from these Terms and Conditions from time to time, and such modifications shall be effective upon posting. Continued use of the Virk platform after any such changes shall constitute Driver’s consent to such changes.

17.           Third Party Services. From time to time, Virk may enable Driver to receive services from other third parties while using the Virk platform. Driver understands that these services are subject to the terms and conditions of each third-party provider. Driver agrees that Virk is not responsible and may not be held liable for these services or the actions or omissions of any third-party provider.

18.           Severability. If any provision of these Terms and Conditions is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms and Conditions will continue in full force and effect.

19.           Governing Law; Binding Arbitration. These Terms and Conditions is governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule. Any claim, dispute or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including but not limited to statutory, consumer protection, common law, intentional tort, injunctive and equitable claims) arising from or relating in any way to (i) the Application, (ii) your use of the Application, including purchase of products or services through the Application; (iii) these Terms and Conditions (or prior versions of this agreement) or the interpretation, violation, invalidity, non-performance, or termination of this agreement; or (iv) any incidents or accidents resulting in personal injury that you allege occurred in connection with your use of the Application, whether the dispute, claim or controversy occurred or accrued before or after the date you agreed to this agreement, will be resolved exclusively and finally by binding arbitration, and not in a court of law.  The binding arbitration shall be held in Chicago, Illinois, in accordance with the laws of the State of Illinois by (1) one arbitrator that is mutually selected by the parties to such dispute. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association, except with respect to the selection of the arbitrator, which shall be as provided in this Section. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The expenses of arbitration, and the fees of the arbitrators, shall be paid by the party determined by the arbitrators as the non-prevailing party. In addition, the prevailing party shall be entitled to recover its costs, including reasonable attorneys’ fees, incurred in connection with the arbitration and any subsequent enforcement of any arbitration award in court.

20.           Entire Agreement. These Terms and Conditions, together will all other terms and conditions incorporated herein by reference, constitute the entire agreement between you and Virk with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

21.           Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms and Conditions and any applicable purchase or other terms, the terms of these Terms and Conditions shall govern.

22.           Definitions. When used in these Terms of Service, each of the terms set forth in this below shall have the meanings indicated:

(a)            “Affiliate” means an entity controlled by, controlling or under common control with a Party.

(b)           “Applicable Laws” means all applicable federal, state, local, or other laws, rules, regulations, ordinances, or similar, including all applicable health and safety and employment and labor laws, and all laws applicable to the Driver’s performance of the Contracted Services.

(c)            “Applicable Licenses” means all applicable licenses, permits, license and/or permit endorsements, and/or authorizations from state/provincial and/or local licensing authorities.

(d)           “Change in Law” means a material change in (or change in enforcement thereof) Law, labor standard or unionization pertaining to independent contractors and/or the delivery of goods.

(e)            “Customer” means “Virk Customer” and “Merchant Customer” collectively or individually, as the context requires.

(f)            “Delivery Order” means an Order that is delivered by a Driver.

(g)           “Dispute” means any dispute, claim or controversy arising out of, relating to, or in connection with these Terms and Conditions, including the breach, termination, enforcement, interpretation or validity thereof or the relationship between the Parties, their affiliates and subsidiaries, and each of their respective owners, directors, managers, and personnel.

(h)           “Driver” means a person contracted by Virk to perform the applicable services.

(i)             “Law” means all laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees, or orders of any governmental authority applicable to the referenced Party.

(j)             “Order” means Delivery Orders and Pick Up Orders collectively.

(k)           “Party” means Virk or Driver, as the context requires.

(l)              “Personal Information” means any information that (a) relates to an identified or identifiable natural person (including names, telephone numbers, addresses, signatures, email addresses, and/or other unique identifiers); or (b) that can reasonably be used to identify or authenticate an individual, directly or indirectly (including name, contact information, precise location information, access credentials, persistent identifiers, and any information that may be considered ‘personal data’ or ‘personal information’ under applicable law, including, if applicable, the General Data Protection Regulation (GDPR)), which is collected and/or handled by any of the Parties in connection with these Terms and Conditions.

(m)           “Personnel” means a Party’s employees, agents, contractors, or subcontractors.

(n)            “Pick Up Order” means an Order that the Customer picks up at the Merchant Location, instead of being delivered by a Driver.

(o)           “Term” means the period from the Effective Date until the date of termination.

Contact Information

To ask questions or comment about these Terms and Conditions, contact us at:

+1-888-500-1337

info@virkshop.com

 

Virk Mobile Application Merchant Terms and Conditions

This Virk Mobile Application Merchant Terms and Conditions (“Terms and Conditions”) is a binding agreement between you (“Merchant” or “you”) and Virk Group LLC, a Delaware limited liability company (“Virk”). These Terms and Conditions governs your use of the Virk application (including all related documentation, the “Application”), the Virk technology platform (“Platform”) and online marketplace through the Application (“Marketplace”) to offer, market, sell, fulfill, or deliver food products and other related services or otherwise practice.

BEFORE YOU USE THE APPLICATION, THE PLATFORM OR THE MARKETPLACE, OR ANY OTHER VIRK PRODUCT OR SERVICE, PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY USING THE APPLICATION, THE PLATFORM AND APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS; AND (B) ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

1.              Preamble. The Merchant understands and agrees that Virk provides a technology platform and online marketplace through the Application for consumers (the “Customers”) to place orders for food and/or other goods (the “Orders”) with independent restaurants, kitchens and/or food service providers that fulfill the Order (“Merchants”) by (i) making the Order available for direct pick up by the Customer, (ii) delivering the Order to directly to the Customer, or (iii) making the Order available for pick-up and delivery to the Customer by an independent third-party contractors who provide delivery services (“Drivers”). The Merchant acknowledges and agrees that the Customer places the Orders through the Application, the applicable Merchant prepares the Orders, and the applicable Driver provides the delivery services for the Orders, and Virk has no responsibility or liability for the acts or omissions of any Consumer, Merchant or Driver. The services offered by Virk pursuant to these Terms and Conditions does not include any retail services, any food preparation services, or any food inspection or certification services. Virk is not in the delivery business nor is it a common carrier. Virk provides a technology platform facilitating the transmission of Orders by Customers to Merchants for pickup by the Consumer, delivery by the Merchant or delivery by the Driver. Virk will not and does not assess or guarantee the suitability, legality or ability of any Consumer, Merchant or Driver. The Merchant agrees that Virk is not responsible for the Merchants’ food preparation or the safety of the food, whether the Order was properly stored during the delivery by the Merchant and/or Driver, and does not verify any Consumer’s, Merchant’s or Driver’s compliance with applicable laws or regulations. Virk has no responsibility or liability for acts or omissions by any Consumer, Merchant or Driver.

2.              Operating Procedures.

(a)            Virk Responsibilities. Virk will perform the obligations set forth herein.

(b)           Merchant Responsibilities. Merchant will: (i) provide Merchant with Merchant’s menu, including the price of each Merchant Product; (ii) monitor Merchant’s menu and store information on the Platform, including each Merchant Location, promptly make updates via the Platform to reflect the most up-to-date products, pricing and other information or immediately notify Merchant of any errors or changes in writing (email is sufficient); (iii) accept and confirm Orders from Merchant in a prompt and timely manner; (iv) prepare Merchant Products for each Order for delivery by the Merchant or pickup by a Driver, or the Customer, as applicable, at the designated time; (v) process Orders in the order in which they are received; (vi) notify Merchant of its days and hours of operation, including on holidays, and remain open for business on Merchant the same days and hours of operation as Merchant’s in-store business; notify Merchant of any changes to Merchant’s hours of operations on holidays; and notify Merchant if Merchant closes earlier than Merchant’s standard hours of operation or plans to close earlier than Merchant’s standard hours of operation; (vii) notify all Merchant Location staff members of the relationship with Merchant, and train staff members on receiving and fulfilling Merchant Orders as soon as practicable upon execution of this Marketplace Addendum and on an ongoing basis; (viii) use its standard business practices to prepare Merchant Products that are the subject of each Order and provide the same utensils, napkins, bags, and other materials that Merchant typically would provide in a standard take-out or delivery order; (ix) on an ongoing basis, review and confirm the transactions, fees and charges on orders via the Platform, and promptly communicate to Merchant any inaccuracies; and (x) if Merchant collects and passes tips from Customers to Merchant, Merchant will distribute such tips in accordance with applicable law, including but not limited to tip pooling laws. Merchant acknowledges that Merchant is solely responsible for the prices of its menu items, which may vary based on factors such as location, time of the year, or competition from other restaurants.

(c)            Malware. Each Party agrees not to perform any action with the intent of introducing to the other Party’s systems, products or services (including the applicable Virk Product and/or the Application) any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.

(d)           Hours of Operation. Virk will only accept Orders during the operating hours for the applicable Virk Product, which may vary by Merchant Location and will be separately communicated to Merchant.

(e)            Delivery Areas. To ensure delivery quality, Virk will only accept Orders to be delivered within a certain preset delivery area. Virk will separately communicate to Merchant the maximum delivery area applicable to Merchant and/or each Merchant Location.

(f)            Modifications. Virk reserves the right, at its sole discretion, to change, suspend, or discontinue any Virk Product (including the availability of any feature or content) or Merchant Location at any time. Merchant shall not list or include any Merchant Products or Locations that subject Virk to undue regulatory risk, health and safety risk, or other liability. Any such Merchant Products or Locations are subject to removal by Virk. If applicable, Virk may, at its sole discretion, remove any Merchant virtual brand concept from Virk Product, if Virk determines that such virtual brand concept does not meet and maintain certain eligibility requirements as communicated by Virk, provided, however, that Virk shall use commercially reasonable efforts to inform Merchant of such removal.

(g)           Redelivery. Orders requiring redelivery due to Merchant’s error, including Merchant Personnel providing an incorrect or incomplete Order to the Driver, are subject to Fees as an additional delivery.

(h)           Merchant-Driver. In the event that any Orders are delivered or otherwise transported by Merchant or Merchant’s Personnel, Merchant agrees to be bound by and comply with the terms and conditions of the Virk Mobile Application Driver Terms and Conditions, which is incorporated by reference.

3.              Payments. Merchant agrees to pay the Fee(s) as agreed to in the schedule of rates and fees attached hereto as Schedule A (the “Rates and Fees Schedule”). Except as expressly set forth in these Terms and Conditions, each Party is responsible for its own costs. Merchant agrees to communicate to Virk any Dispute, disagreement, or issue with a transaction, Fee, or Order, including those made in connection with fraudulent transactions or payments, within fourteen (14) days of the applicable transaction, Fee, or Order.

4.              Taxes. Merchant is responsible for all taxes, duties, and other governmental charges on the sale of Merchant Products under these Terms and Conditions, and remitting such taxes, duties, and other governmental charges to the appropriate authorities. In many jurisdictions, Virk may be required to collect sales, use or similar taxes from the Customer and remit such taxes directly to the tax authority. In such jurisdictions, Virk will inform Merchant that Virk will remit any applicable taxes to the tax authority and Virk will be relieved of any responsibility to remit such applicable taxes to Merchant. Additional terms related to the Parties’ respective tax obligations may be set forth in the applicable Rates and Fees Schedule.

5.              License.

(a)            Use of Virk Products. During the Term, Virk grants to Merchant a non-exclusive, royalty-free, non-assignable, non-transferable, non-sublicensable, revocable, limited, and fully paid-up license to access Virk Product solely to transmit information to facilitate deliveries or pick up in accordance with the terms of these Terms and Conditions. Virk owns and retains all rights, title, and interest in Virk IP.

(b)           Virk Product Restrictions. Merchant will not and will not permit or authorize any third party to: (a) sell, license, rent, resell, lease, assign (except as permitted herein), transfer, or otherwise commercially exploit Virk Product; (b) circumvent or disable any security or other technological features or measures of, or otherwise gain or attempt to gain unauthorized access to Virk Product; (c) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure, or organization of Virk Product unless such actions are authorized by compulsory provisions of applicable law; (d) use Virk Product in any manner or for any purpose that violates any Law; and (e) use Virk Product for a reason other than as specifically provided or intended under these Terms and Conditions (which includes the applicable Rates and Fees Schedule).

(c)            Merchant Content and Trademark; Photographs of Merchant Products.

(i)             Merchant grants to Virk a royalty-free, non-exclusive, limited, revocable, and non-transferable right and license to use and display all Merchant Content in the provision of services to Merchant, including, where applicable, listing Merchant as a merchant on Virk Product, referencing Merchant as a Virk partner, promoting Virk’s products and services, and sharing Merchant Content with third parties, including third party services which enable Virk Customers to access Virk Products (including its web pages) for Orders.

(ii)           If photographs of Merchant Products are not available or if they do not meet Virk’s requirements, as reasonably determined by Virk, then Merchant consents to Virk: (i) engaging a professional photographer to take photographs of Merchant Products or other products; (ii) enhancing the quality of Merchant’s existing photographs; (iii) using stock photographs of the Merchant Products or other products; and/or (iv) using photographs from Merchant’s website or social media channels, and displaying such photographs on the applicable Virk Product as representations of Merchant Products; provided that Merchant may contact Virk support to have such photographs removed from the Merchant’s store listing and, in such event, Virk will comply in a timely manner.

(d)           Goodwill. If Licensee, in the course of performing these Terms and Conditions, acquires any goodwill or reputation in any of the Marks, all such goodwill or reputation will automatically vest in Licensor: (a) when and as such acquisition of goodwill or reputation occurs; (b) at the expiration or termination of these Terms and Conditions; and (c) without any separate payment or other consideration of any kind to Licensee. Licensee agrees to take all such actions reasonably necessary to effect such vesting. Licensee will not contest the validity of any of the Marks or Licensor’s exclusive ownership of them. During the Term, Licensee will not adopt, use or register, whether as a corporate name, trademark, service mark, or other indication of origin, any of the Marks or any word or mark confusingly similar to them in any jurisdiction. As it pertains to Virk, Virk’s parent company (if applicable) may be considered a “Licensor” hereunder.

(e)            Feedback. Merchant may provide Virk with Feedback. Merchant hereby grants and agrees to grant Virk all rights, title, and ownership of such Feedback on an unrestricted basis.

6.              Term and Termination.

(a)            Term. The Agreement will begin on the Effective Date and continue until terminated in accordance with these Terms and Conditions.

(b)           Termination. Merchant may terminate these Terms and Conditions or any Rates and Fees Schedule for any reason at any time upon seven (7) days’ prior written notice to Virk. Virk may terminate these Terms and Conditions or any Rates and Fees Schedule for any reason at any time upon written notice. Either Party may terminate these Terms and Conditions immediately, (a) in the event of a material breach by the other Party or (b) if the other Party ceases to do business, becomes insolvent, or seeks protection under any bankruptcy or comparable proceedings.

(c)            Survival. The rights and obligations in these Terms and Conditions which, by their nature, should (or by their express terms do) survive or extend beyond the termination or expiration of these Terms and Conditions, shall so survive and extend.

7.              Representations, Warranties, and Waivers.

(a)            Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has the full right, power, and authority to enter into and perform its obligations under these Terms and Conditions, including any Rates and Fees Schedule; (b) its performance of its obligations under these Terms and Conditions will not result in a breach of any obligation to any third party; (c) such Party’s Marks and materials owned, licensed, developed or used in performance of these Terms and Conditions do not knowingly infringe or violate any third-party intellectual property right; (d) it will obtain any necessary permits, consents, certificates, approvals, inspections, releases, authorizations, and licenses and/or file any registration forms (if any) in connection with performing its obligations under these Terms and Conditions; and (e) it will comply with all applicable law, regulations, and rules in operating its business and performing its responsibilities hereunder (including, if applicable to Merchant, all such Laws regarding health, food safety, sanitation, food packaging and labeling, including required consumer-facing warnings and calorie information).

(b)           Merchant. Merchant represents and warrants that: (a) it will inform Virk of any warnings, charges, opt-ins, and instructions related to Merchant Products that become required in the future; (b) if applicable, it will disclose common allergens in any Merchant Products items listed on or sold through Virk Product; (c) it will not include any products restricted by Virk (“Restricted Items”) as a Merchant Product available on a Virk Product, or request delivery of any Restricted Items through Virk Product, provided that Virk may allow promotion, sale or delivery of certain Restricted Items after Merchant has entered into a separate agreement with Virk memorializing such promotion, sale, and/or delivery of such products in compliance with the Laws of the applicable jurisdiction in which such products will be sold; (d) it will not disclose any information related to a Driver or a Virk Customer to a third party (except as required to comply with Law or pursuant to a court order); (e) it will comply with the guidelines Virk publishes that govern any Merchant Content posts on the applicable Virk Product or the Platform; (f) it shall not offer incentives or payments for reviews or ratings of its business on Virk Products; and (g) it shall not use Virk Products for any purpose that is detrimental to Virk or Virk Product. The list of Restricted Items is available at [https://findvirk.com/restricted-items/], as may be updated by Virk from time to time.

(c)            Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7(a), TO THE EXTENT PERMITTED BY APPLICABLE LAW, VIRK HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING ANY VIRK PRODUCT, AND EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS IMPLIED, OR STATUTORY RELATED TO EQUIPMENT OR SERVICES PROVIDED TO THE OTHER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, SATISFACTORY QUALITY, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. Merchant acknowledges that the operation of Virk Product may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Virk shall not be responsible to Merchant or others for any such interruptions, errors, or problems or an outright discontinuance of the Platform nor for any guarantee of results with respect to Virk Product or services. Both Parties acknowledge that neither party has any expectation or has received any assurances for future business or that any investment by a party will be recovered or recouped or that such party will obtain any anticipated amount of profits by virtue of these Terms and Conditions.

(d)           Compliance with Local Laws; Waivers. Each Party agrees to comply with applicable local laws and guidelines (“Local Laws”) currently in effect or enacted in the future. To the extent that Merchant avails of Virk Products in jurisdictions where industry specific Local Laws apply, Merchant agrees that all such Local Laws are incorporated herein by reference. Merchant acknowledges that Merchant has read and understood all applicable Local Laws and waivers and it shall be Merchant’s responsibility to identify and comply with any additional laws that apply to its operations.

(e)            Licensing and Food Preparation. Merchant represents and warrants that it holds and will maintain in good standing throughout the term of these Terms and Conditions all Applicable Licenses required for the sale of Merchant’s Products directly to Customers. Merchant agrees to comply with all Applicable Laws.  Merchant agrees that all Orders (i) will be prepared, handled, cooked, stored and shipped under sanitary conditions in tamper proof packaging, in strict compliance with all Applicable Laws and food handling guidelines, (ii) will be manufactured, labeled, and packaged in strict compliance with all Applicable Laws and current good manufacturing and other industry practices, (iii) will be wholesome, merchantable, fit for their intended purpose, and fit for human consumption, consistent with current good manufacturing and other industry practices, and Applicable Laws, and (iv) will not contain any expired ingredients. In addition, Merchant agrees that (i) Merchant’s Kitchen will be maintained in a sanitary, clean and usable condition and in first class order, repair and appearance as required by Applicable Laws, (ii) no Orders shall contain expired ingredients, and (ii) Merchant’s Kitchen will be thoroughly cleaned and disinfected as often as necessary (but no less than once a week) to limit bacterial growth and spread and maintain healthy food preparation conditions and to comply with all Applicable Laws and food handling guidelines. Merchant agrees and consents to providing Virk and its Personnel with access to the Merchant’s Kitchen, Applicable Licenses, and other business records to verify compliance with the foregoing and investigate any Customer or Driver complaints.  

(f)            Remedies. In the event of a breach of Section 7(a), the non-breaching Party’s sole remedy, and the breaching Party’s sole liability, is indemnification pursuant to Section 8(a).

8.              INDEMNIFICATION.

(a)            Indemnification. The Indemnifying Party will, at its own expense defend the Indemnified Party to the fullest extent permitted by Law, and also indemnify the Indemnified Party for any and all Losses arising out of any third-party claim that alleges or results from: (a) any breach of Section 7 by the Indemnifying Party or its Personnel; (b) the gross negligence or more culpable act or omission of the Indemnifying Party or Personnel (including any reckless misconduct) in connection with the performance of these Terms and Conditions; (c) bodily injury (including death) or damage to tangible or real property to the extent caused by the Indemnifying Party or its Personnel (including any reckless or willful misconduct) (or, in the case of Merchant as the Indemnifying Party, caused by Merchant Products or any violation or alleged violation Section 7(a) as it pertains to Merchant Products, except to the extent such Losses were caused directly by the gross negligence or willful misconduct of Virk, including Drivers); and (d) infringement or misappropriation of the intellectual property rights of any third party by the Indemnifying Party’s services (including, in the case of Virk, Virk Product, and in the case of Merchant, the Applications) or Marks.

(b)           Process. The Indemnified Party shall provide the Indemnifying Party with: (a) prompt notice of any claims, which in no event shall be later than thirty (30) calendar days after the Indemnified Party knew or reasonably should have known that the Indemnifying Party’s defense obligation had been triggered; (b) the option to assume sole control over defense and settlement of any claim; and (c) reasonable assistance in connection with such defense and settlement of the claim, at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense and settlement at its own expense. The Indemnifying Party shall not enter into any settlement agreement that imposes any obligation on the Indemnified Party without the Indemnified Party’s express prior written consent.

(c)            Exclusions. Notwithstanding Section 8(a) and for clarity: (a) the Indemnifying Party shall have no duty to defend any third-party allegations of intellectual property infringement or misappropriation (an “IP Claim”) arising out of or related to the conduct of persons or entities other than the Indemnifying Party or its Personnel; and (b) in the case of Virk, Virk shall have no duty to defend an IP Claim to the extent such IP Claim would not have occurred without Merchant’s use of Virk Product in combination with the Application, or any Merchant-provided product, process, step, structure, data, or business method, and/or Merchant’s unauthorized modification of Virk Product. Notwithstanding Section 8(a), Virk shall have no duty to defend or Indemnify Merchant for taxes, duties, and other governmental charges.

9.               Limitation of Liability.

(a)            Direct Damages Only. Except with respect to amounts payable to third parties under Section 8, neither Party will be liable to the other for consequential, special, incidental, punitive, exemplary, or indirect damages or for lost profits, lost revenues, harm to goodwill, or the costs of procuring replacement services, regardless of whether such damages were foreseeable. This limitation will apply to all claims under all theories of law and equity, except where prohibited by Law.

(b)           Limitation. Except in the event of Virk’s gross negligence or willful misconduct, or payment obligations, and where prohibited by Law (collectively, the “Exclusions”) or Virk’s indemnification obligations under these Terms and Conditions, the total liability of Virk to Merchant will not exceed $10,000.00. The total liability of Virk for such Exclusions will not exceed $100,000.00.

10.           Confidentiality.

(a)            Precedence. The terms of this Section 10 supersede any non-disclosure or confidentiality agreement entered into by the Parties prior to the Effective Date of these Terms and Conditions.

(b)           Includes. Confidential Information includes information about the Discloser’s business, including product designs, product plans, software and technology, financial information, marketing plans, business opportunities, pricing information, discounts, inventions, and know-how, to the extent disclosed to the Recipient hereunder, and all other information that the Recipient knew, or reasonably should have known, was Confidential Information of the Discloser. Confidential Information also includes the terms and conditions of these Terms and Conditions and the existence of the discussions between the Parties. Confidential Information includes trade secrets as defined under applicable law (which includes the Uniform Trade Secrets Act).

(c)            Does Not Include. Confidential Information does not include information that: (a) is independently developed; (b) is or becomes public knowledge through no breach of these Terms and Conditions; or (c) is received from a third party under circumstances that do not create a reasonable suspicion that such information has been misappropriated or improperly disclosed.

(d)           Recipient Obligations. The Recipient shall: (a) use Confidential Information only as necessary to perform its obligations and/or exercise its rights under these Terms and Conditions; (b) hold Confidential Information in strict confidence and take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions Recipient employs with respect to its own confidential materials); (c) not divulge any Confidential Information to any third party except as provided herein; and (d) not copy or reverse engineer any materials disclosed under these Terms and Conditions, or remove any proprietary markings from any Confidential Information.

(e)            Recipient Personnel. The Discloser acknowledges that the Recipient’s Personnel may have access to the Discloser’s Confidential Information. Any such Recipient Personnel given access to any Confidential Information must have a legitimate “need to know,” and the Recipient shall remain responsible for Recipient Personnel’s compliance with the terms of these Terms and Conditions.

(f)            Disclosure of Confidential Information. A Recipient may disclose Confidential Information as compelled by a court or regulator of competent authority, provided that the Recipient provides the Discloser with prompt written notice of such request, to the extent such notice is legally permissible and reasonably practicable.

11.            Data Privacy and Security.

(a)            Merchant agrees not to access, collect, store, retain, transfer, use, disclose, or otherwise process in any manner Virk Data, including without limitation Personal Information, except as required to perform under these Terms and Conditions. Merchant shall keep Virk Data secure from unauthorized access and maintain the accuracy and integrity of Virk Data in Merchant’s custody or control by using appropriate organizational, physical and technical safeguards. If Merchant becomes aware of any unauthorized access to Virk Data, Merchant will immediately notify Virk, consult and cooperate with investigations and potentially required notices, and provide any information reasonably requested by Virk. Merchant agrees to implement and use security procedures, protocols or access credentials as reasonably requested by Virk and will be responsible for damages resulting from Merchant’s failure to comply. Merchant will not allow any third party to use Virk Product and will be responsible for damages resulting from sharing Merchant’s login credentials with unauthorized third parties or otherwise permitting unauthorized access to Merchant’s account. Merchants may not allow any third party to copy, modify, rent, lease, sell, distribute, reverse engineer, or otherwise attempt to gain access to the source code of Virk Product; damage, destroy or impede the services provided through Virk Product; transmit injurious code; or bypass or breach any security protection on Virk Product. For purposes of clarity, Virk Data is the Confidential Information of Virk.

(b)           Any additional data privacy and security terms required in order to comply with the privacy regulations applicable to the Parties’ partnership in other countries may be set forth in the applicable Rates and Fees Schedule. The Recipient will establish, maintain, and implement an information security program, including appropriate administrative, technical, organizational, and physical safeguards, that are designed to: (a) ensure the security and confidentiality of Personal Information provided by the Discloser; (b) protect against threats or hazards to the security or integrity of such Personal Information; (c) protect against unauthorized access to or use of such Personal Information; and (d) ensure the proper disposal or destruction of such Personal Information. Each Party shall at all times comply with applicable data privacy and security Laws. If the Recipient becomes aware of any unauthorized access to or loss of Personal Information, it shall promptly report such incident to the Discloser and take appropriate remedial actions.

12.           Insurance.

(a)            General. The insurance amounts indicated are minimum requirements and not limits of liability, and they are not to be construed as a Party’s consent to substitute its financial liability in excess of the amounts provided in Section 9.

(b)           Minimum Requirements.

(i)             For Merchants with greater than $500,000.00 in annual sales across all Virk Product(s), the Merchant will maintain at its sole cost and expense: (a) worker’s compensation and employers’ liability insurance with limits no less than the minimum amount required by applicable law for each accident, including occupational disease coverage; (b) commercial general liability insurance, including product liability, and excess liability endorsements of $1,000,000.00 per occurrence; (c) cybersecurity insurance up to $2,000,000.00 per claim and in the aggregate; and (d) umbrella/excess liability insurance up to $5,000,000.00 and in the aggregate.

(ii)           For Merchants with less than $500,000.00 in annual sales across all Virk Product(s), the Merchant will maintain at its sole cost and expense: (a) worker’s compensation and employers’ liability insurance with limits no less than the minimum amount required by Law for each accident, including occupational disease coverage; (b) commercial general liability insurance, including product liability, and excess liability endorsements of $1,000,000.00 per occurrence; (c) cybersecurity insurance up to $1,000,000.00 per claim and in the aggregate; and (d) umbrella/excess liability insurance up to $2,000,000.00 and in the aggregate.

(c)            Merchant Driver Requirements. Virk will require all Merchant Drivers to maintain a current and valid automobile insurance policy with limits of liability at least equal to any minimum limits of liability required under Law.

(d)           Coverage. The policy limits stated above may be met in the form of primary and umbrella/excess coverage. Such insurance is primary and not contributory with the other Party’s insurance.

13.           Severability. If any provision of these Terms and Conditions is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms and Conditions will continue in full force and effect.

14.           Governing Law; Binding Arbitration. These Terms and Conditions is governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule. Any claim, dispute or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including but not limited to statutory, consumer protection, common law, intentional tort, injunctive and equitable claims) arising from or relating in any way to (i) the Application, (ii) your use of the Application, including purchase of products or services through the Application; (iii) these Terms and Conditions (or prior versions of this agreement) or the interpretation, violation, invalidity, non-performance, or termination of this agreement; or (iv) any incidents or accidents resulting in personal injury that you allege occurred in connection with your use of the Application, whether the dispute, claim or controversy occurred or accrued before or after the date you agreed to this agreement, will be resolved exclusively and finally by binding arbitration, and not in a court of law.  The binding arbitration shall be held in Chicago, Illinois, in accordance with the laws of the State of Illinois by (1) one arbitrator that is mutually selected by the parties to such dispute. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association, except with respect to the selection of the arbitrator, which shall be as provided in this Section. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The expenses of arbitration, and the fees of the arbitrators, shall be paid by the party determined by the arbitrators as the non-prevailing party. In addition, the prevailing party shall be entitled to recover its costs, including reasonable attorneys’ fees, incurred in connection with the arbitration and any subsequent enforcement of any arbitration award in court.

15.           Entire Agreement. These Terms and Conditions, together will all other terms and conditions incorporated herein by reference, constitute the entire agreement between you and Virk with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

16.           Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms and Conditions and any applicable purchase or other terms, the terms of these Terms and Conditions shall govern.

17.           Definitions. When used in these Terms and Conditions, each of the terms set forth in this below shall have the meanings indicated:

(a)            “Affiliate” means an entity controlled by, controlling or under common control with a Party.

(b)           “Applicable Laws” means all applicable federal, state, local, or other laws, rules, regulations, ordinances, or similar, including all applicable health and safety and employment and labor laws, and all laws applicable to the Merchant’s preparation and fulfillment of Orders.

(c)            “Applicable Licenses” means all applicable licenses, permits, license and/or permit endorsements, and/or authorizations from state/provincial and/or local licensing authorities.

(d)           “Change in Law” means a material change in (or change in enforcement thereof) Law, labor standard or unionization pertaining to independent contractors and/or the delivery of goods.

(e)             “Confidential Information” means all confidential, proprietary, or nonpublic information provided by the Discloser to the Recipient that a reasonable industry participant would deem to be confidential, as further described in Section 10.

(f)            “Customer” means “Virk Customer” and “Merchant Customer” collectively or individually, as the context requires.

(g)           “Delivery Order” means an Order that is delivered by a Driver.

(h)           “Discloser” means the Party disclosing Confidential Information.

(i)             “Dispute” means any dispute, claim or controversy arising out of, relating to, or in connection with this Agreement, including the breach, termination, enforcement, interpretation or validity thereof or the relationship between the Parties, their affiliates and subsidiaries, and each of their respective owners, directors, managers, and personnel.

(j)             “Driver” means a person contracted by Virk to perform the applicable services.

(k)           “Fee” means the fee or commission rate indicated in the Rates and Fees Schedule for the applicable Virk Product, plus all tips paid by Customer, and may include separate fees for different Order types, if applicable.

(l)             “Feedback” means any comments, suggestions, or ideas for improvement regarding Virk Product or Virk Product Documentation, or Merchant’s evaluation and use thereof.

(m)          “Indemnified Party” means the Party entitled to or seeking indemnification, pursuant to the terms of this Agreement, and its affiliates, respective officers, directors, shareholders, Personnel, successors, and permitted assigns.

(n)           “Indemnifying Party” means the Party indemnifying the other Party pursuant to the terms of this Agreement.

(o)            “Law” means all laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees, or orders of any governmental authority applicable to the referenced Party.

(p)           “Licensee” means the Party receiving the license described in Section 5.

(q)           “Licensor” means the Party granting the license described in Section 5. As it pertains to Virk, an Affiliate of Virk may be considered a “Licensor” hereunder.

(r)             “Losses” means the resulting judgments, fines, settlements, court costs, and attorneys’ fees that are incurred by the Indemnified Party, in each case finally awarded by a court of competent jurisdiction.

(s)            “Marks” means the corporate names, trade names, trademarks, service marks, and logos (including third-party marks to which the Licensor has rights and uses in its business). This includes “VIRK”, as well as any successor marks or designations.

(t)              “Merchant Application” means the software and/or system(s) that are used by Merchant (if any) to provide digital order solutions and services to Customers generally, including Merchant’s website.

(u)           “Merchant Content” includes, without limitation, menus, photographs (either provided by Merchant or on Merchant’s website), business information and Merchant Product descriptions (either provided by Merchant or on Merchant’s website), trademarks, logos, Merchant name, location, url, phone number, and other materials provided by Merchant to Virk.

(v)            “Merchant Customer” means the Customer accessing the Merchant Application(s) to place an Order.

(w)          “Merchant Kitchen” means the Merchant store, location, warehouse, restaurant, or any other facility where the Orders are prepared, stored, cooked, packaged, or otherwise handled by Merchant.  

(x)            “Merchant Location” means the Merchant store, location, warehouse, or restaurant that are within the territory serviced by Virk and includes: (a) Merchant Locations owned and operated by Merchant and/or its affiliates, and/or (b) Merchant Locations owned and operated by franchisees of Merchant or its affiliates.

(y)           “Merchant Product” means the products (e.g., food, beverages, groceries, retail items, etc.) prepared, distributed, or sold by Merchant.

(z)             “Order” means Delivery Orders and Pick Up Orders collectively.

(aa)         “Party” means Virk or Merchant, as the context requires.

(bb)         “Personal Information” means any information that (a) relates to an identified or identifiable natural person (including names, telephone numbers, addresses, signatures, email addresses, and/or other unique identifiers); or (b) that can reasonably be used to identify or authenticate an individual, directly or indirectly (including name, contact information, precise location information, access credentials, persistent identifiers, and any information that may be considered ‘personal data’ or ‘personal information’ under applicable law, including, if applicable, the General Data Protection Regulation (GDPR)), which is collected and/or handled by any of the Parties in connection with this Agreement.

(cc)          “Personnel” means a Party’s employees, agents, contractors, or subcontractors.

(dd)         “Pick Up Order” means an Order that the Customer picks up at the Merchant Location, instead of being delivered by a Driver.

(ee)          “Recipient” means the Party receiving Confidential Information.

(ff)          “Term” means the period from the Effective Date until the date of termination.

(gg)         “Third Party Platform” means a third party’s technology interface, such as a middleware technology platform, other than Virk Products and the Application, that enables Merchant to request delivery fulfillment and/or provide information necessary to enable such delivery fulfillment.

(hh)        “Virk Data” means any information that Virk provides or makes accessible to Merchant, including Personal Information.

(ii)           “Virk IP” includes all patents, patent applications, inventions, copyrights, trade secrets, Marks, ideas, images (including descriptions of such images), domain names, and any and all other works and materials developed by Virk (including all intellectual property rights therein and thereto), and similar rights owned by Virk that are embodied in Virk Product or any other Virk technology or platform.

(jj)           “Virk Product Documentation” means documentation, specifications, and other materials (whether written or electronic) that describe the operation or function of a Virk Product.

(kk)        “Virk Product” means Virk technology that Merchant accesses or Virk provides, in each case, that will allow information to be exchanged between Merchant (which may include Merchant Applications and/or a Third Party Platform) and Virk. References to the “Virk Product” include Virk Product Documentation.

 

Contact Information

To ask questions or comment about these Terms and Conditions, contact us at:

+1-888-500-1337

info@virkshop.com