By signing up for the Reseller Partner Program (the "Partner Program"), you are agreeing to be bound by the following Managed Reseller Agreement (the "Agreement"). The Agreement is between you, as Partner, and Dinlr ("Dinlr") (together, the "Parties", and each a "Party"). You can review the current version of the Agreement at any time at dinlr.com/us/managed-reseller-agreement. Dinlr reserves the right to update and change the Agreement by posting updates and changes here: dinlr.com/us/managed-reseller-agreement. If a significant change is made, we will provide reasonable notice by email, posting a notice on the in the Partner Dashboard. You are advised to check the Agreement from time to time for any updates or changes that may impact you. Any reference to the Agreement includes any and all terms and documents incorporated by reference.

You must read, agree with and accept all of the terms and conditions contained in this Agreement, Dinlr’s Privacy Policy, Dinlr’s Terms of Service, Dinlr's Merchant Agreement, and Dinlr's Partner Program Agreement before you may become a Reseller Partner. For the purposes of the Reseller Partner Program and this Agreement, all references to "Account" and "Services" in Dinlr’s Privacy Policy, Dinlr’s Terms of Service, and Dinlr's Merchant Agreement will be deemed to refer to "Partner Account" and "Services or Partner’s participation in the Partner Program", respectively. Some types of Dinlr Partner Program activities may require that you agree to additional terms ("Additional Terms"). Such Additional Terms are incorporated into this Agreement by reference. In the event of a conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will govern, to the extent of such conflict or inconsistency.

Prohibited Activities

Development Restaurants cannot be used to process orders on behalf of the Partner or the Merchant; provided, however, that Development Restaurants may be used to process test orders.

A Referred Merchant cannot be a business opened and/or owned by a Partner and for which that Partner seeks compensation pursuant to this Agreement. A Partner will be deemed to have introduced only those Referred Merchants that are added through a Development Restaurant within the Partner’s Dinlr Partner Dashboard.

Revenue Sharing Plans for Reseller Partners

The “Managed Client Plan” is a revenue sharing plan applicable to Partners that introduce Dinlr to a Referred Merchant through a Development Restaurant associated with the Referral Partner’s Partner Dashboard. Under the Managed Client Plan, a partner shall charge the Referred Merchant for subscriptions to Dinlr Service at no less than the prevailing list price listed at dinlr.com, and shall not charge more without Dinlr's prior written consent. Partner may, without Dinlr's prior consent, charge additional amounts towards any services, including local support services, or hardware sales, provided by Partner to Referred Merchant. Partner can create, amend and cancel subscription on behalf of their Referred Merchant without having to make any upfront payment to Dinlr. Under the Managed Client Plan, a Partner is entitled to a percentage of certain revenue received from such Referred Merchant in the form of discount in the final bill, to be determined by Dinlr in its sole discretion, with Dinlr being entitled to the remaining percentage. Fees due to Dinlr under the Managed Client Plan will be calculated by Dinlr once per month, and Partner must pay for the Fees through Partner Dashboard using Partner's credit card or other supported payment methods before the stated due date. In order to continue receiving revenue share for the Merchants referred under the Managed Client Plan, Partner must refer at least five new Merchant in each consecutive 12-month period. Dinlr reserves the right to revise the revenue share applicable to the Managed Client Plan, and any ongoing obligations to receive revenue share from time to time, at its sole discretion, upon reasonable prior notice to Partner. Such notice will be provided by email, and/or in the Partner Dashboard.

The “Bounty Plan” is a bonus plan that pays Partner a fixed, one-time payment (“Bounty”) when the Partner introduces Dinlr to a Referred Merchant using the Partner Affiliate Link. Unless otherwise agreed to in writing by Dinlr, under the Bounty Plan, when a Partner refers a Merchant to Dinlr: if the Referred Merchant is referred to any Dinlr plan, Partner will receive a fixed one-time Bounty of two hundred percent (200%) of one-month’s subscription revenue received from such Referred Merchant. Any Bounty payable to a Partner will be paid in two parts. The first half of the Bounty will be paid within 30 days after the Referred Merchant pays Dinlr their first monthly subscription fee. The second half of the bounty will be paid within 30 days of the end of the calendar month in which the first half of the Bounty was paid. Dinlr reserves the right to revise the revenue share amounts applicable to the Bounty Plan from time to time, at its sole discretion, upon reasonable prior notice to Partner. Such notice will be provided by email and/or in the Partner Dashboard

For each Referral Merchant, Partner will be entitled to receive Fees from either the Managed Client Plan or the Bounty Plan, but not both. Where Partner introduces Dinlr to a Referred Merchant through a Development Restaurant associated with the Referral Partner's Dashboard, the Partner will be entitled to received Fees in accordance with the Managed Client Plan. Where a Partner introduces Dinlr to a Referred Merchant through the Referral Partner’s Affiliate Link, the Partner will be entitled to receive Fees in accordance with the Bounty Plan. Whether the Partner receives Fees or Discounts in respect of a Referred Merchant under either the Managed Client Plan or the Bounty Plan is at Dinlr’s sole and absolute discretion.

Dinlr reserves the right to (i) demand and receive information from Referral Partners about any Referred Merchant, including but not limited to information with respect to traffic sources and methods used to acquire the Referred Merchant, and (ii) assess the legitimacy and qualification of such Referred Merchant for the purposes of determining whether a Fee is payable for such Referred Merchant. Dinlr shall not be responsible to pay any Fees for a Referred Merchant owned in whole or in part by a Referral Partner or Referral Partner’s employer (whether full-time, part-time, term or any other employment type relationship).

Fees and Payments

Fees due to Dinlr under the Managed Client Plan will be calculated by Dinlr once per month, for each month that the Referred Merchant Restaurant is active, provided that Partner has referred at least five (5) new Merchant in the immediately preceding 12-month period. Fees due to Partner under the Bounty Plan will be calculated by Dinlr once per month upon receipt of payment from the Merchant for two consecutive months.

Dinlr distributes Fees owing to its Partners once per calendar month (each such period, a “Payment Period”). The Payment Period occurs during the second half of the month. Where the Fees owing to Partner are greater than USD $100 at the end of any Payment Period, the Fees will be paid to Partner. If the Fees owing to Partner are less than USD $100 at the end of any Payment Period, Dinlr shall be entitled to withhold payment of Fees until the end of the next Payment Period in which the balance of unpaid Fees owing to Partner from any previous Payment Period and Fees owing to Partner under the current Payment Period are USD $100 or more.

All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld during the period of investigation.

Notwithstanding anything to the contrary in this Agreement, Dinlr shall not be responsible to pay any Fees:

• related to revenues that have been refunded to Merchants by Dinlr;
• for a Referred Merchant created or owned in whole or in part by a Partner;
• related to fraudulent sales;
• related to revenues that have been subject to chargebacks; or
• to Partners who are employed by Dinlr (whether full-time, part-time, term or any other employment-type relationship); or
• to Partners who are employed by the Merchant to whom the Fees relate (whether full-time, part-time, term or any other employment-type relationship).

If any Fees paid by Dinlr are subsequently discovered to be subject to one or more of the exclusions set out above, or to have been paid in error, Dinlr shall have the right, at its sole discretion, to: (A) reclaim any Fees paid to Partner in error; or (B) set off the amounts from payments due to Partner in future Payment Periods. If the Agreement is terminated before such amounts are fully repaid by Partner to Dinlr, Partner shall pay to Dinlr the remaining balance within thirty (30) days of the effective date of termination of the Agreement.

Dinlr reserves the right to modify the Fees and/or the payment terms at any time upon reasonable advance notice to Partner. Such notice will be provided by email and/or in the Partner Dashboard. In the event of any disputes over Fees, Dinlr’s determination will be final and binding.

Responsibilities

Partners will use their best efforts to (i) promote and market Dinlr, and (ii) identify for Dinlr prospective Referred Merchants.

Unauthorized and Prohibited Activities

A Partner shall not:

• promote or advertise Dinlr and/or Dinlr Related Entities on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code;
• use its Affiliate Link directly in any pay-per-click advertising;
• purchase search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the Dinlr Trademarks and/or the names or trademarks of any Dinlr Related Entities or any variations or misspellings thereof that may be deceptively or confusingly similar to the Dinlr Trademarks or the names or trademarks of any Dinlr Related Entity;
• create or participate in any third party networks or sub-affiliate networks without the express written permission of Dinlr;
• use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links;
• use direct linking to any page on any Dinlr website, without prior written permission from Dinlr; or
• mask its referral sites or use deceptive redirecting links.

Development Restaurants

During the development of a Merchant Restaurant by the Partner on behalf of a Merchant, the Partner may designate the restaurant as a Development Restaurant. A Development Restaurant is not subject to monthly subscription fees. A Development Restaurant is deemed to become a Merchant Restaurant upon the earlier of: (a) the payment of monthly subscription fees for the restaurant by the Partner; and (b) the transfer by the Partner of ownership of the Development Restaurant to the Merchant.

Relationship between Partner and Merchant

The services provided by a Partner to a Merchant are the responsibility of the Partner and not of Dinlr. It is the Partner’s responsibility to ensure that there is a Merchant Agreement in place between the Partner and Merchant for the services to be provided by the Partner to the Merchant, and that the Merchant Agreement includes appropriate remedies in the event of non-payment by Merchant for services rendered by the Partner, provided that any such remedy that includes the withholding of the transfer of ownership of the Development Restaurant or Merchant Restaurant to the Merchant shall be enforced by Dinlr at its sole discretion. In the event of a dispute between the Partner and the Merchant, Dinlr is not obligated to intervene in any such dispute. Under no circumstances shall Dinlr be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the transfer of ownership of the Development Restaurant or Merchant Restaurant to the Merchant by Dinlr, or the Partner’s relationship with any Merchant. These limitations shall apply even if Dinlr has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.