BUTLER DELIVERY FRANCHISEE AGREEMENT
Effective Date: July 8, 2022
This Franchisee Agreement (the “Franchisee Agreement”) is between BUTLER DELIVERY and Franchisee. As it pertains to this Franchisee Agreement, BUTLER DELIVERY and Franchisee are each a “Party”. By entering into a Franchisee Sign-Up Sheet with BUTLER DELIVERY, the duly authorized representatives of the Parties agree to the terms and conditions of this Franchisee Agreement.
1. FRANCHISOR AGREEMENT. Franchisee’s franchisor (“Franchisor”) has entered into a master services agreement with BUTLER DELIVERY ("Agreement"), which may be attached hereto. The Agreement provides that Franchisee may elect to use certain BUTLER DELIVERY Products that Franchisor has enabled in its Agreement, provided that Franchisee executes this Franchisee Agreement. Accordingly, to use such in BUTLER DELIVERY Products, Franchisee agrees to be subject to all terms and conditions of this Franchisee Agreement and all terms and conditions of the Agreement, including any Product Addendum, as the same may be amended from time to time by BUTLER DELIVERY and Franchisor, which are incorporated into this Franchisee Agreement by reference. For clarity, unless otherwise indicated in this Franchisee Agreement or in the Agreement, all references to “Merchant” in the Agreement include Franchisee. Franchisee acknowledges and agrees that the limits set forth in the Limitation of Liability provision in the Agreement shall apply to Franchisor and all franchisees in the aggregate. All references to “Merchant Locations” shall be deemed references to Franchisee’s stores (“Franchisee Locations”). Any other terms not otherwise defined herein shall have the definitions set forth in the Agreement. Under no circumstances shall anything in this Franchisee Agreement be construed to authorize Franchisee to amend, modify, or adjust the Agreement between BUTLER DELIVERY and Franchisor.
2. TERM OF FRANCHISEE AGREEMENT. This Franchisee Agreement shall commence on the Franchisee Effective Date and will expire upon the earlier of: (a) the date of the expiration or termination of the Agreement; or (b) the date this Franchisee Agreement is terminated pursuant to Section 3 of this Franchisee Agreement.
3. ELIGIBLE FRANCHISEE. If Franchisee ceases to possess the rights as a franchisee of Franchisor then this Franchisee Agreement will terminate as soon as BUTLER DELIVERY is notified of such rights being lost. Either Party may terminate this Franchisee Agreement upon seven (7) days’ prior written notice to the other Party for any reason in its sole discretion. Termination of this Franchisee Agreement will not be considered a breach of this Franchisee Agreement or the Agreement. Nothing in this Franchisee Agreement or the Agreement is intended to prevent BUTLER DELIVERY and Franchisee, if it is no longer an Eligible Franchisee, from entering into a new agreement following termination of this Franchisee Agreement.
4. MERCHANT OF RECORD. Franchisee is solely responsible and liable to BUTLER DELIVERY to pay all Fees, payments, charges, and taxes associated with BUTLER DELIVERY Products, in addition to complying with Franchisee’s other obligations under the Agreement and this Franchisee Agreement. Franchisee will be BUTLER DELIVERY’s merchant of record for sales completed in a BUTLER DELIVERY Product provided under this Franchisee Agreement. The Parties acknowledge and agree that any breach of this Franchisee Agreement or the Agreement by Franchisee will not be considered a breach by Franchisor of the Agreement.
5. PAYMENT PROCESSING. Payment and payment processing terms are set forth in the Product Addendum between Franchisor and BUTLER DELIVERY. If Franchisee uses Connected Account Products, Attachment A attached hereto is required.
6. GOVERNING LAW & DISPUTE RESOLUTION. Franchisee and BUTLER DELIVERY agree that any Dispute shall be resolved pursuant to Sections 13 and 14.1 of the foregoing Merchant Terms of Service.
7. CHANGE OF CONTROL. In the event there is a change or transfer in ownership of a Franchisee Location, Franchisee agrees that Franchisee will (1) notify BUTLER DELIVERY thirty (30) days prior to such change or transfer of ownership and (2) provide BUTLER DELIVERY with all relevant details related to the change or transfer of ownership, including the new owner’s contact information, the date of the change or transfer of ownership, and the relevant terms of the change or transfer of ownership (i.e., the existing amounts owed to BUTLER DELIVERY related to such Franchisee Location). In order for BUTLER DELIVERY to provide services to any new owner of a Franchisee Location, any amounts owed to BUTLER DELIVERY must be fully paid. BUTLER DELIVERY may elect, in its sole discretion, to perform a credit review on a new owner before providing services to such new owner.
8. MISCELLANEOUS. Notices under this Franchisee Agreement to each Party shall be sent to the respective address and contact set forth above. This Franchisee Agreement, including the incorporated Agreement, sets forth the entire agreement between BUTLER DELIVERY and Franchisee with respect to the subject matter hereof. This Franchisee Agreement supersedes and replaces in its entirety any agreement entered into between BUTLER DELIVERY and Franchisee for the Franchisee Locations prior to the Franchisee Effective Date.