Effective: August 20th , 2020
Upon acceptance, these Alcohol Terms are incorporated by reference and a part of the Agreement and the definition of “Items” in the Agreement shall be modified to include Alcohol Items subject to the terms herein. Except for the parts modified above, the remainder of the Agreement shall remain unchanged. These Alcohol Terms replace and supersede any previous addendum that you have accepted related to the subject matter described herein. Should you choose to offer for sale Alcohol Items (defined below) to Customers via the Yamimeal App, these Alcohol Terms incorporate your obligations for the provision of Alcohol Items into the Agreement. These Alcohol Terms do not alter your relationship with Proton and in the event of a conflict between the Agreement and the Alcohol Terms, the Alcohol Terms shall supercedesupersede only with respect to the provision of Alcohol Items.
As permitted by applicable laws and regulations, Merchant may make available alcoholic beverages for sale on the Yamimeal App (“Alcohol Items”), subject to the following obligations and conditions:
2.1 Additional Representations and Warranties.
Merchant represents and warrants that (a) Merchant complies with all applicable laws and regulations related to the sale of Alcohol Items, including without limitations laws and regulations related to the promotion, packaging, sale, taxation and delivery of Alcohol Items, and (b) Merchant has all required licenses (“Required Licenses”) to sell Alcoholic Items through each Sales Channel the Merchant utilizes, including all Required Licenses for each of the specific type of Alcohol Items that Merchant makes available via the Yamimeal App.
2.2 Role of the Parties.
For the avoidance of doubts, Proton is an unlicensed entity that is involved with the promotion, marketing, and/or facilitation of sales of alcoholic beverages by Merchant via the Yamimeal App. Merchant is a licensed seller of alcoholic beverages that wants to sell Alcohol Items through Yamimeal App. Orders for Alcohol Items solicited via the Yamimeal App will be transmitted to Merchant. The Merchant is responsible for the sale, will be clearly identified, and controls the transaction, including any decisions concerning acceptance or rejection of any such orders. The Merchant is responsible for, and controls, the fulfillment of such orders.
2.3 Alcohol Laws and Requirements.
Merchant shall disclose to Proton, in writing, any applicable laws, codes, regulations, licensing requirements, and any other similar requirements, related to Alcohol Items delivered using the Yamimeal Platform.
2.4 Alcohol Licenses.
Before Merchant makes available any Alcohol Items for which Merchant is required to provide copies of such licenses to Proton. Merchant will notify Proton immediately upon any change, modification, revocation, renewal, or termination of any Required License (in each case, considered a “Modified License”). Merchant will, immediately upon its receipt of any Modified License or upon Proton’s request, deliver copies of such Modified License to Proton.
2.5 Packaging and Labeling.
Merchant will package all Items appropriately for delivery by Delivery StaffTeam, including any protection necessary to prevent tampering or damage due to any cause, including inclement weather or the nature of the Alcohol Items themselves; any labeling required by law, including but not limited to a statement that the package contains alcohol and may only be delivered to a person 21 years or older with valid proof of age and identity
2.6 Hours of Availability.
Merchant agrees that Proton may modify the hours during which Alcohol Items are available for purchase and delivery from Merchant on the Yamimeal App, in accordance with applicable law and regulation as well as operational considerations of the Yamimeal App. Proton will use reasonable efforts to notify Merchant of any such modifications.
2.7 Payment Instructions.
Merchant instructs Proton (and for purposes of this clause, including its affiliates) to collect payments on Merchant’s behalf that are made by Customers for purchasing Alcohol Items from Merchant on the Yamimeal App (“Customer Payments”). Merchant instructs Proton to collect payments into an account that will be held for the benefit of Merchant and other merchants who also sell Alcohol Items on the Yamimeal App. Merchant instructs Proton to then transfer Customer Payments to a bank account that Merchant provides to Proton (“Merchant Account”), less any fees or obligations that Merchant owes Proton and minus any fees or obligations that are owed to the Delivery Person. Merchant further instructs Proton to withhold for itself, from Customer Payments, any fees or obligations that Merchant owes Proton, and to withhold from Customer Payments, and then deliver to, any fees or obligations that are owed to the Delivery Person.
2.8 Returns Generally.
Merchant acknowledges that the Delivery Person or Customers may be required to return the Alcohol Item to Merchant for the below listed reasons. Merchant agrees to accept such return of Alcohol Items in such cases. Merchant understands and agrees that if such Alcohol Item is returned then Merchant shall not be paid for such items.
iii) The Alcoholic Item in question constitutes a Substandard Item as determined by the Delivery Person or Customer. In the event Merchant provides an Alcoholic IItem that is a Substandard Item, Merchant will be responsible for disposal of such Substandard Item.
2.9 Promotions and Advertisementt.
Merchant agrees to follow all laws and regulations related to the advertisement and promotion of Alcohol Items, including but not limited to, Merchant will only create Merchant Promotions that apply to Alcohol Items that are in compliance with all applicable local laws, all Alcohol and Tobacco Tax and Trade Bureau and Federal Trade Commission guidelines, and follow the best industry practices.
As permitted by applicable laws and regulations, Merchant may make Alcohol Items for sale via the Yamimeal App and via the Sales Channels (as defined in the Agreement), subject to Merchant eligibility for such Sales Channel and all applicable terms and conditions for usage of such Sales Channel.
If Merchant elects to offer Alcohol Items to Customers through the Merchant Managed Delivery and Non-Delivery Sales Channel, Merchant acknowledges and agrees to the following:
4.1 Verification of Customer.
Merchant agrees that it is the Merchant’s responsibility to verify the age and identity of the Customer and confirm that the Customer is not intoxicated when the Customer picks up the alcohol for Non-Delivery Sales Channels or when delivering the Alcohol Items to the Customer for Merchant Managed Delivery Sales Channels. Merchant disclaims Yamimeal and all of its Affiliates including Proton from all liability related to noncompliant delivery of Alcohol Items.
4.2 Return Notifications.
Merchant agrees to notify Yamimeal within the Yamimeal Tools or by contacting Yamimeal support if Merchant is unable to compliantly sell Alcohol Item(s) to a Customer through the Merchant Managed Delivery and Non-Delivery Sales Channels. Merchant understands that in order to issue a refund, Merchant must first notify Yamimeal of such return.
4.3 Merchant Managed Return Fee.
If Merchant Managed Delivery Staff are unable to deliver an Alcohol Item due to the act or omission of the Customer who purchased such Alcohol Items from Merchant, then Merchant agrees that the Customer may be charged for a return fee (the “Merchant Managed Return Fee”), the amount of which shall be determined by Proton. If the Customer is charged a Merchant Managed Return Fee, Proton shall remit such fee to Merchant.
Unless otherwise agreed to by the parties or modified by requirement of applicable laws and regulations, the Sales Channel Fee Proton charges Merchant for the sale of Alcohol Items shall be calculated as follows:
5.1 Non-Delivery Sales Channel.
Proton will charge a commission percentage of item total 1.5% via the Yamimeal App through the Non-Delivery Sales Channel; if item total with fees is over $20, Proton will charge a flat rate of $1 commission.
5.2 Merchant Managed Delivery Sales Channel.
Proton will charge a commission percentage of item total 1.5% via the Yamimeal App through the Merchant Managed Delivery Sales Channel; if item total with fees is over $20, Proton will charge a flat rate of $1 commission.