1. SOFTWARE SERVICES

In consideration of Customer’s compliance with this Agreement and payment of the applicable fees, RezTechFund will use commercially reasonable efforts to:

(a) make the Yes, Chef! Software Services available to Customer in accordance with this Agreement and the applicable Order Form;

(b) provide support for the Software Services in accordance with Exhibit B; and

(c) make the Software Services available in accordance with the service levels described in Exhibit B.

Each Order Form entered into by Customer and RezTechFund will be governed by this Agreement.

2. PROFESSIONAL SERVICES

2.1 Performance

RezTechFund will perform the Professional Services described in the applicable Order Form or Statement of Work for the fees specified therein.

Professional Services may include implementation, onboarding, configuration, training, consulting, integration, or other services agreed upon by the parties.

3. USE OF SOFTWARE SERVICES

3.1 Subscriptions

Unless otherwise provided in an applicable Order Form:

(a) Software Services are purchased on a subscription basis for the subscription period specified in the Order Form;

(b) additional subscriptions, Users, locations, modules, or features added during an existing subscription term may be prorated for the remainder of that subscription term; and

(c) additional subscriptions purchased during an existing subscription term will terminate or renew on the same date as the underlying subscription unless otherwise agreed in writing.

3.2 Customer Responsibilities

Customer will:

(a) be responsible for its Users’ compliance with this Agreement;

(b) comply with all applicable laws and regulations relating to its use of the Services;

(c) be responsible for the accuracy, quality, legality, and appropriateness of Customer Materials and for obtaining all rights and permissions necessary for RezTechFund to process Customer Materials;

(d) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and promptly notify RezTechFund of any known or suspected unauthorized access;

(e) use the Services only in accordance with this Agreement, applicable Order Forms, Documentation, and applicable law;

(f) ensure that its employees, contractors, agents, and other authorized Users comply with this Agreement;

(g) maintain the confidentiality and security of account credentials; and

(h) comply with the terms applicable to any Third-Party Applications used with the Services.

3.3 Usage Restrictions

Customer will not:

(a) make the Software Services available to anyone other than authorized Users or service providers acting on Customer’s behalf;

(b) sell, resell, sublicense, distribute, rent, lease, or commercially exploit the Software Services;

(c) use the Services to upload, store, publish, or transmit unlawful, infringing, fraudulent, abusive, threatening, or otherwise harmful material;

(d) introduce viruses, malware, or other Malicious Code into the Services;

(e) interfere with or disrupt the security, integrity, availability, or performance of the Services;

(f) attempt to gain unauthorized access to the Services, related systems, accounts, networks, or data;

(g) circumvent contractual usage limits, access controls, or security measures;

(h) modify, translate, copy, or create derivative works of the Software Services except where expressly permitted by law;

(i) frame, mirror, scrape, or reproduce a substantial portion of the Software Services;

(j) access or use the Services to build or develop a competing product or service;

(k) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying technology of the Software Services except where such restriction is prohibited by law;

(l) remove or modify proprietary notices;

(m) use the Services to send unlawful unsolicited advertising, spam, or fraudulent communications; or

(n) use the Services in violation of applicable law.

4. THIRD-PARTY PRODUCTS AND SERVICES

4.1 Third-Party Applications

The Services may integrate with or provide access to third-party products, applications, websites, platforms, or services (“Third-Party Applications”).

Customer’s use of Third-Party Applications is governed by the applicable third party’s terms and policies.

Unless otherwise expressly stated in an Order Form, RezTechFund does not warrant, control, or support Third-Party Applications.

4.2 Third-Party Applications and Customer Data

If Customer enables a Third-Party Application for use with Yes, Chef!, Customer authorizes RezTechFund to provide the third-party provider access to Customer Data to the extent reasonably necessary to enable the requested integration.

RezTechFund is not responsible for the collection, use, disclosure, modification, or deletion of Customer Data by a Third-Party Application after such information has been provided to the third party at Customer’s direction.

4.3 Changes to Third-Party Integrations

If a third-party provider modifies or discontinues an application or makes it unavailable on commercially reasonable terms, RezTechFund may modify, suspend, or discontinue the corresponding integration or functionality.

5. FEES AND PAYMENT

5.1 Fees

Customer will pay all fees specified in the applicable Order Form.

Unless otherwise specified:

(a) fees are based on the Services purchased rather than actual usage;

(b) payment obligations are non-cancelable during the applicable subscription term and fees paid are non-refundable except as expressly provided in this Agreement;

(c) additional Services may be purchased during the subscription term;

(d) reasonable, pre-approved travel or out-of-pocket expenses associated with Professional Services may be invoiced separately;

(e) all fees are payable in U.S. dollars; and

(f) upon renewal, RezTechFund may increase subscription pricing by up to ten percent (10%) annually unless otherwise stated in the applicable Order Form.

5.2 Invoicing and Payment

Fees will be invoiced in accordance with the applicable Order Form.

Unless otherwise stated, invoices are due within thirty (30) days of the invoice date.

Customer is responsible for maintaining complete and accurate billing and contact information.

5.3 Overdue Charges

Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

Customer will reimburse RezTechFund for reasonable costs incurred in collecting undisputed overdue amounts.

5.4 Suspension

If an undisputed amount is ten (10) or more days overdue, RezTechFund may suspend Customer’s access to the Services after providing reasonable notice and an opportunity to cure the payment default.

5.5 Taxes

Fees do not include applicable sales, use, value-added, withholding, or similar taxes.

Customer is responsible for taxes associated with its purchases, except taxes based on RezTechFund’s income, property, or employees.

5.6 Future Functionality

Customer acknowledges that its purchase is not contingent upon the delivery of future functionality, features, integrations, or product roadmap items unless expressly stated in an Order Form.

6. PROPRIETARY RIGHTS AND LICENSES

6.1 RezTechFund Ownership

RezTechFund and its licensors retain all right, title, and interest in and to Yes, Chef!, including the Software Services, software, technology, Documentation, designs, interfaces, processes, methodologies, Work Product, and all related intellectual property rights.

No rights are granted to Customer except as expressly provided in this Agreement.

6.2 Customer License

Subject to Customer’s compliance with this Agreement and payment of applicable fees, RezTechFund grants Customer a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Yes, Chef! Software Services solely for Customer’s internal business purposes.

6.3 Customer Materials

Customer retains all right, title, and interest in Customer Materials.

Customer grants RezTechFund and its Affiliates a worldwide, non-exclusive, royalty-free license to host, process, copy, transmit, and display Customer Materials as reasonably necessary to provide, maintain, secure, and support the Services.

6.4 Work Product

Unless otherwise specified in an Order Form, RezTechFund owns all technology, methodologies, software, templates, processes, configurations, improvements, and other materials developed in connection with Professional Services.

Upon payment of applicable fees, Customer may use Work Product incorporated into a Deliverable for its internal business purposes in connection with its authorized use of the Services.

6.5 Feedback

Customer grants RezTechFund a worldwide, perpetual, irrevocable, royalty-free right to use suggestions, recommendations, enhancement requests, corrections, ideas, and other feedback relating to the Services without restriction or compensation.

6.6 Usage Data

RezTechFund may collect and use technical, operational, analytical, and usage data relating to the Services to operate, secure, support, analyze, and improve Yes, Chef!.

Any Customer Data used for broader analytics, benchmarking, or product development will be aggregated or deidentified so that it does not reasonably identify Customer or an individual.

7. CONFIDENTIALITY

7.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or reasonably should be understood to be confidential.

Customer Confidential Information includes Customer Data.

RezTechFund Confidential Information includes Yes, Chef!, its technology, non-public product information, security information, Documentation, Work Product, and intellectual property.

Each party’s Confidential Information also includes non-public pricing, business plans, financial information, customer information, product plans, technical information, and the terms of applicable Order Forms.

Confidential Information does not include information that:

(a) becomes publicly available without breach of this Agreement;

(b) was lawfully known by the Receiving Party before disclosure;

(c) is lawfully received from another source without confidentiality obligations; or

(d) is independently developed without use of the Disclosing Party’s Confidential Information.

7.2 Protection

Each party will use the other party’s Confidential Information only to perform its obligations or exercise its rights under this Agreement.

Each party will protect Confidential Information using reasonable care and limit access to individuals who have a legitimate need to know and are subject to appropriate confidentiality obligations.

7.3 Required Disclosure

A party may disclose Confidential Information where required by law, court order, subpoena, or governmental process.

Where legally permitted, the Receiving Party will provide reasonable advance notice to the Disclosing Party.

8. PROTECTION OF CUSTOMER DATA

8.1 Security

RezTechFund will maintain commercially reasonable administrative, organizational, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure.

8.2 Security Practices

RezTechFund will maintain security practices appropriate to the nature of the Services and information processed, which may include access controls, authentication, encryption, malware prevention, vulnerability management, monitoring, incident response procedures, backups, and appropriate controls over service providers.

8.3 Restricted Data

Unless expressly agreed in writing, Customer will not use the Services to store or process information requiring specialized regulatory protections beyond those supported by Yes, Chef!, including:

(a) Protected Health Information regulated by HIPAA;

(b) complete payment card numbers or card security codes;

(c) highly sensitive authentication credentials except through functionality specifically designed to handle them;

(d) genetic information; or

(e) biometric information used for unique identification.

9. WARRANTIES AND DISCLAIMERS

9.1 Mutual Representations

Each party represents that it has the legal authority to enter into this Agreement.

9.2 Software Warranty

RezTechFund warrants that the Software Services will perform in all material respects in accordance with the applicable Documentation.

If the Software Services materially fail to conform to this warranty, RezTechFund will use commercially reasonable efforts to correct the nonconformity.

If RezTechFund cannot correct the material nonconformity, Customer may terminate the affected Software Service and receive a prorated refund of prepaid fees for the unused portion of the affected subscription term.

9.3 Professional Services Warranty

RezTechFund warrants that Professional Services will be performed in a professional and workmanlike manner.

Customer’s remedy for breach of this warranty will be re-performance of the affected Professional Services or, if RezTechFund cannot reasonably cure the deficiency, a refund of fees paid for the deficient Professional Services.

9.4 Customer Warranty

Customer represents that it has all necessary rights and permissions to provide Customer Materials to RezTechFund and that its use of the Services will comply with applicable law.

9.5 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REZTECHFUND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

REZTECHFUND DOES NOT WARRANT THAT THE SERVICES WILL BE COMPLETELY UNINTERRUPTED, ERROR-FREE, OR SECURE.

10. INDEMNIFICATION

10.1 By RezTechFund

RezTechFund will defend Customer against a third-party claim alleging that Customer’s authorized use of the Software Services infringes or misappropriates that third party’s intellectual property rights.

RezTechFund will indemnify Customer for damages, reasonable attorneys’ fees, and costs finally awarded against Customer or included in a settlement approved by RezTechFund, provided Customer promptly notifies RezTechFund, provides reasonable assistance, and allows RezTechFund to control the defense and settlement.

RezTechFund may modify or replace the affected Service, obtain rights allowing continued use, or terminate the affected Service and refund prepaid fees attributable to the unused subscription period.

10.2 By Customer

Customer will defend and indemnify RezTechFund against third-party claims arising from:

(a) Customer Materials;

(b) Customer’s unlawful or unauthorized use of the Services;

(c) Customer’s material breach of this Agreement; or

(d) allegations that Customer Materials infringe another party’s intellectual property, privacy, or other rights.

10.3 Exclusive Remedy

This Section states the parties’ exclusive contractual remedies for the third-party claims described above.

11. LIMITATION OF LIABILITY

11.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO REZTECHFUND UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.2 Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, OR DATA ARISING FROM THIS AGREEMENT.

11.3 Time to File Claims

To the extent permitted by law, claims arising from this Agreement must be brought within one (1) year after the claim accrues.

11.4 Force Majeure

Neither party will be liable for delays or failures, other than payment obligations, resulting from circumstances beyond its reasonable control.

12. TERM AND TERMINATION

12.1 Term

This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated.

12.2 Subscription Term and Renewal

Each subscription term will be specified in the applicable Order Form.

Unless otherwise specified, subscriptions automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current subscription term.

12.3 Termination for Cause

Either party may terminate this Agreement or an affected Order Form:

(a) upon thirty (30) days’ written notice of a material breach if the breach remains uncured; or

(b) if the other party becomes subject to bankruptcy, insolvency, liquidation, receivership, or similar proceedings.

12.4 Payment Upon Termination

Termination does not relieve Customer of its obligation to pay amounts properly due for Services provided before termination.

If Customer terminates due to RezTechFund’s uncured material breach, Customer will receive a prorated refund of prepaid fees attributable to the unused portion of the terminated Services.

12.5 Customer Data

Upon Customer’s request made within thirty (30) days after expiration or termination, RezTechFund will make Customer Data reasonably available for export or download.

After that period, RezTechFund may delete Customer Data in accordance with its data retention practices and applicable law.

12.6 Survival

Provisions concerning payment obligations, intellectual property, confidentiality, disclaimers, indemnification, limitations of liability, dispute resolution, and any provisions that by their nature should survive will remain effective following termination.

13. INSURANCE

RezTechFund will maintain commercially reasonable insurance appropriate to its business and the Services provided.

Where required by an applicable Order Form, coverage may include commercial general liability, workers’ compensation, technology errors and omissions, and cyber liability insurance.

Upon reasonable written request, RezTechFund will provide evidence of applicable insurance coverage.

14. GENERAL PROVISIONS

14.1 Export Compliance

Customer will not use or permit use of the Services in violation of applicable U.S. or international export control, trade, or economic sanctions laws.

14.2 Entire Agreement

This Agreement, applicable Order Forms, and incorporated exhibits and addenda constitute the entire agreement between Customer and RezTechFund regarding the Services and supersede prior agreements or representations concerning their subject matter.

In the event of a conflict, the order of precedence will be:

1. Applicable Order Form;

2. Mutually executed addendum;

3. Exhibits or schedules;

4. This Agreement; and

5. Documentation.

14.3 Affiliates

An Affiliate of either party may enter into an Order Form governed by this Agreement.

14.4 Publicity

RezTechFund may identify Customer as a Yes, Chef! customer and display Customer’s name and logo in marketing materials only with Customer’s prior written consent.

14.5 Relationship

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, agency, fiduciary, or employment relationship.

14.6 Third-Party Beneficiaries

There are no third-party beneficiaries under this Agreement except as expressly provided herein.

14.7 Notices

Legal notices must be in writing and delivered to the applicable addresses or legal contacts identified in the Order Form.

Operational and administrative notices may be provided electronically.

14.8 Waiver

Failure to enforce a provision of this Agreement will not constitute a waiver of that provision or any other provision.

14.9 Severability

If any provision is determined to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.

14.10 Assignment

Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

RezTechFund may use subcontractors and service providers to perform portions of the Services while remaining responsible for its obligations under this Agreement.

14.11 Governing Law

This Agreement and all applicable Order Forms will be governed by the laws of the State of California, without regard to conflict-of-law principles.

14.12 Venue

Subject to the arbitration provision below, any legal proceeding arising out of this Agreement that is not subject to arbitration will be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party consents to jurisdiction and venue in those courts.

14.13 Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement that cannot be resolved informally will be resolved through binding arbitration administered by JAMS in Los Angeles County, California, in accordance with its applicable commercial arbitration rules.

The arbitration will be conducted by one arbitrator.

The Federal Arbitration Act will govern the interpretation and enforcement of this arbitration provision.

Judgment on the arbitrator’s award may be entered in any court having jurisdiction.

Nothing in this provision prevents either party from seeking temporary or preliminary injunctive relief from a court of competent jurisdiction to protect intellectual property or Confidential Information.

14.14 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS.

NEITHER PARTY MAY BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION AGAINST THE OTHER PARTY.

14.15 Counterparts and Electronic Signatures

This Agreement and any Order Form may be executed electronically and in counterparts.

Electronic signatures and electronically transmitted copies will have the same force and effect as original signatures.

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EXHIBIT A DEFINITIONS

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party. “Control” means ownership or control of more than fifty percent (50%) of the applicable voting interests.

“Agreement” means this Yes, Chef! Software Subscription and Services Agreement, together with applicable Order Forms, exhibits, schedules, and addenda.

“Customer Data” means electronic data or information submitted to, stored in, or processed through the Software Services by or on behalf of Customer.

“Customer Materials” means Customer Data and other materials provided by or on behalf of Customer to RezTechFund.

“Deliverable” means a deliverable expressly identified in an Order Form or Statement of Work that RezTechFund provides as part of Professional Services.

“Documentation” means user guides, technical documentation, specifications, instructions, and similar documentation made available by RezTechFund concerning the Software Services.

“Force Majeure Event” means an event beyond a party’s reasonable control, including natural disasters, acts of government, war, terrorism, civil unrest, labor disputes, widespread internet or telecommunications failures, utility failures, cyberattacks, or failures of third-party infrastructure outside the party’s reasonable control.

“Malicious Code” means viruses, worms, Trojan horses, ransomware, malware, time bombs, malicious scripts, or other code designed to harm, disrupt, or gain unauthorized access to systems or data.

“Order Form” means an ordering document entered into between RezTechFund and Customer specifying the Services, fees, subscription term, and other applicable commercial terms.

“Professional Services” means implementation, onboarding, configuration, training, consulting, integration, or other professional services provided by RezTechFund.

“Services” means the Software Services and Professional Services provided by RezTechFund.

“Software Services” means the Yes, Chef! hosted software platform, applications, functionality, and related software services ordered by Customer.

“Third-Party Application” means software, applications, platforms, websites, products, or services provided by a third party that connect to, integrate with, or otherwise interoperate with the Software Services.

“User” means an individual authorized by Customer to access or use the Software Services through Customer’s account.

“Work Product” has the meaning provided in Section 6.4.

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EXHIBIT B

SUPPORT AND SERVICE LEVELS

1. SUPPORT

1.1 Support

During an active subscription term, RezTechFund will use commercially reasonable efforts to provide technical support and resolve Defects in the Yes, Chef! Software Services.

“Defect” means a reproducible problem that causes the Software Services to materially fail to conform to the Documentation.

Support does not include implementation, configuration, integration, training, custom development, or consulting unless included in Customer’s Order Form.

Severity 1 — Critical

The Software Services are materially unavailable and the issue has a critical impact on Customer’s operations.

Target Initial Response Time: Less than 30 minutes

Severity 2 — Serious

Material functionality is degraded or unavailable, but Customer retains access to significant portions of the Software Services.

Target Initial Response Time: Less than 2 hours

Severity 3 — Minor

A non-critical issue that does not materially prevent Customer from using the Software Services.

Target Initial Response Time: One business day

2. UPDATES AND MAINTENANCE

2.1 Updates

RezTechFund may periodically update the Software Services to provide security updates, bug fixes, improvements, enhancements, or new functionality.

RezTechFund determines the timing and scope of such updates.

Certain new products, premium functionality, modules, or services may be offered separately for additional fees.

2.2 Maintenance

RezTechFund will use commercially reasonable efforts to minimize scheduled maintenance that materially affects availability.

Where reasonably practicable, RezTechFund will provide advance notice of material scheduled maintenance.

Emergency maintenance may be performed without advance notice when reasonably necessary to protect the security, availability, or integrity of the Services.

3. SERVICE AVAILABILITY

3.1 Availability Target

RezTechFund will use commercially reasonable efforts to make the Software Services Available at least 99.5% of each calendar month.

If the Software Services fail to meet this Availability Target, Customer may request a service credit for qualifying downtime exceeding the Availability Target.

The service credit will be calculated based on the applicable subscription fees attributable to the affected Software Services and will be applied toward a future invoice.

Service credits are Customer’s sole and exclusive monetary remedy for failure to meet the Availability Target.

3.2 Exclusions

“Available” means that the applicable Software Services can be accessed by Users.

Availability calculations exclude downtime resulting from:

(a) scheduled or emergency maintenance;

(b) Force Majeure Events;

(c) Customer systems, networks, devices, or connectivity;

(d) Third-Party Applications or infrastructure outside RezTechFund’s reasonable control;

(e) Customer’s acts or omissions;

(f) suspension permitted under this Agreement; or

(g) Customer’s use of the Services contrary to the Agreement or Documentation.

3.3 Service Credit Requests

Customer must request a service credit in writing within thirty (30) days after the end of the month in which the Availability Target was not met.

Requests must include reasonable information identifying the affected Services and periods of unavailability.

The maximum service credit for any calendar month will not exceed the subscription fees attributable to the affected Software Services for that month.

Service credits have no cash value and are not refundable.

Contact Us

Questions about these Terms?

Yes, Chef!

Email: sales@reztechfund.com

Website: www.yescheftech.com