Referral Program: Earn up to $500 for referring a restaurant and help them improve their operations. Contact Us!
Referral Program: Earn up to $500 for referring a restaurant and help them improve their operations. Contact Us!
This Master Merchant Agreement (“Agreement”) is a legally binding contract between Innowi, Inc. (“Innowi”, “we”, “us”, or “our”) and the business entity signing an Innowi Order Form (“Merchant”, “you”, or “your”). By executing an Order Form, deploying Innowi hardware, or utilizing the Innowi Software Suite, you agree to be bound by these Terms.
Innowi provides an all-in-one, full-stack restaurant operating system consisting of proprietary hardware, Point-of-Sale (POS) software, Kitchen Display Systems (KDS), Self-Service Kiosks, and First-Party Online Ordering Portals (collectively, the “Services”). Innowi grants Merchant a limited, non-exclusive, non-transferable, revocable license to use the software embedded in or supporting the Services solely for the internal business operations of the physical restaurant locations defined in the Order Form.
• Merchant Ownership Warranty: Merchant represents, warrants, and covenants that all menus, dish descriptions, pricing matrices, text, logos, branding trademarks, and imagery/photographs uploaded by Merchant to the Innowi POS, Kiosk interface, or custom online ordering website are wholly owned by the Merchant or legally licensed to the Merchant for commercial use.
• Prohibition of Infringement: Merchant shall not upload, scrape, or display any image, stock photography, or competitor's digital property gathered from third-party websites or search engines without explicit written legal authorization from the copyright holder.
• Absolute Intellectual Property Indemnity: Merchant agrees to fully defend, indemnify, and hold completely harmless Innowi, Inc., its directors, officers, employees, and agents from and against any and all claims, lawsuits, damages, regulatory penalties, liabilities, and legal fees (including attorney's fees) arising directly or indirectly out of a third-party claim that any content, image, or logo displayed on the Merchant’s Innowi-built platform infringes upon a copyright, trademark, trade secret, or right of publicity.
• Right of Removal: Innowi reserves the absolute, unilateral right to immediately remove any digital asset, photo, or text from a Merchant’s system or website that is
flagged or suspected of violating intellectual property laws, without prior notice, investigation, or liability to the Merchant.
• The Aggregation Layer: Innowi integrates with third-party software intermediaries, specifically KitchenHub (trykitchenhub.com), to aggregate and inject multi-channel third-party pickup and delivery orders (including, but not limited to, DoorDash, Uber Eats, GrubHub, ChowNow, Caviar, Postmates, delivery.com, flipdish, and BeyondMenu) directly into the Innowi full-stack POS and KDS pipeline.
• API & Marketplace Dependencies: Merchant explicitly acknowledges that third-party marketplaces and aggregator networks frequently modify their application programming interfaces (APIs), experience localized data routing drops, require independent account credentials, or alter their software frameworks
• Absolute Insulation from 3rd-Party Failures: Innowi shall have zero liability for, and Merchant holds Innowi entirely harmless against, any financial losses, missed orders, delayed kitchen processing, incorrect menu mapping, out-of-sync pricing, or customer delivery disputes caused by:
1. Operational downtime, outages, or systemic bugs occurring within KitchenHub's architecture.
2. Software changes, network failures, account suspensions, or service delivery drops originating from DoorDash, Uber Eats, GrubHub, or any other external marketplace.
3. Errors in menu modifications or inventory synchronization initiated by the Merchant that break the external API mapping logic.
• No Commission Dispute Involvement: Innowi does not negotiate, collect, or resolve disputes regarding the commission structures or fulfillment fees charged by DoorDash, Uber Eats, or other third-party providers. All fulfillment, courier disputes, and driver logistics remain strictly between the Merchant and the respective third-party marketplace.
A. Core Software "As-Is" Operational Risk
• Uptime & Connectivity: While Innowi provides robust cloud infrastructure, the Services are provided on an "As-Is" and "As-Available" basis. Innowi does not warrant that the operation of the POS, Kiosk, or Online Ordering system will be completely uninterrupted or error-free.
• No Liability for System Outages: Innowi is not liable for lost revenue, uncalculated sales tax errors, missing order tickets, or credit card processing backlogs caused by:
1. Localized internet provider (ISP) dropouts or slow network speeds within the restaurant.
2. Grid power surges or localized router failures.
3. Routine system updates, cloud server maintenance, or unexpected global web hosting anomalies
• Menu & Price Mapping: The Merchant holds the final responsibility to review and test their POS configurations, menu modifier cascades, and sales tax settings. Innowi is not responsible for menu mispricing errors that cause financial discrepancies at checkout.
B. Innowi Hardware Limited Warranty & RMA Safeguards
• Warranty Scope: Innowi hardware devices (Payment Terminals, Tablets, Printers, Cash Drawers, POS Hardware, Handhelds, Kiosks) carry a 12-month Limited Warranty from the original date of shipment against substantial manufacturing defects in materials and workmanship.
• Voiding Factors: This warranty is immediately voided if damage occurs due to physical abuse, structural drops, liquid spills, improper self-installation, electrical grid surge damage, or unauthorized casing disassembly/servicing by non-Innowi technicians.
• The 30-Day Auto-Charge Rule: If Innowi Customer Care issues an RMA number and coordinates an Advance Replacement device to keep your restaurant running, the Merchant is legally required to return the defective hardware unit using our provided shipping label within thirty (30) calendar days. If the defective device is not returned to Innowi within this 30-day window, or arrives destroyed due to severe neglect, Innowi reserves the absolute right to automatically debit the Merchant's payment account on file for the full retail value of the replacement hardware plus shipping costs.
C. Merchant Tax Responsibility & Compliance
• Tax Configuration: The Merchant assumes absolute and sole responsibility for determining, configuring, and verifying the correct sales tax rates, beverage taxes, hospitality surcharges, and any local, state, or federal transaction levies applicable to all menu items, delivery fees, and service charges across all Innowi channels (including in-store POS, Kiosks, and Online Ordering).
• No Tax Advice: While Innowi's software platform provides configuration fields to apply customized item-wise tax parameters, Innowi does not provide tax advice,
does not audit the accuracy of tax mapping, and cannot guarantee that the software's automated geolocation tax calculations match real-time jurisdictional changes. The Merchant is strictly required to review, test, and validate their tax configuration profiles prior to launching the system.
• Collection, Remittance, and Indemnification: The Merchant is the sole merchant of record and taxpayer for all business transactions processed through the Innowi full-stack ecosystem. The Merchant is fully responsible for:
1. Collecting the proper amount of tax from end-consumers at the point of sale.
2. Correctly reporting all gross sales data to the appropriate state and local revenue authorities.
3. Remitting all collected tax funds to the proper government agencies in a timely, compliant manner.
• Absolute Tax Hold-Harmless: Innowi shall have zero liability for any under-collection, over-collection, or complete failure to collect or remit applicable sales taxes resulting from system configuration choices, software calculator variables, or Merchant oversights. The Merchant agrees to fully indemnify, defend, and hold Innowi, Inc. completely harmless against any tax audits, back-tax liabilities, governmental fines, interest, penalties, or legal costs arising from the Merchant's sales tax practices or system setup.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NOWI, INC. SHALL NEVER BE LIABLE TO THE MERCHANT FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF RESTAURANT PROFITS, LOSS OF TRANSACTION DATA, OR BUSINESS INTERRUPTION, EVEN IF FORESEEABLE. INNOWI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS CONTRACT UNDER ANY LEGAL THEORY SHALL NOT EXCEED THE TOTAL NET MONTHLY SAAS FEES PAID BY THE MERCHANT TO INNOWI IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE INCIDENT.
• Governing Law: This agreement shall be governed by, and construed under, the laws of the State of California, without regard to conflict of law principles.
• Mandatory Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement, its breach, or the operation of our full-stack ecosystem shall be settled exclusively through binding commercial arbitration administered by the American Arbitration Association (AAA) within Santa Clara County, California, on an individual, non-class basis.
