Partner Terms

1. Agreement Structure and Order of Precedence

1.1 Components of the Agreement. The agreement between Chubby Club and Partner consists of the following documents, each of which is incorporated into this Agreement by reference:

1. the signed Order Form;
2. these Partner Terms (MSA) (/legal/partner-terms);
3. the SaaS Terms (/legal/saas); and
4. the Program Policies, meaning the following documents as published in the partner portal:
   • Partner Operating Standards (/legal/partner-policies/operating-standards)
   • Platform Requirements (/legal/partner-policies/platform-requirements)
   • Required Member Benefits & Redemption Tiers (/legal/partner-policies/member-benefits)
   • Points Earning & Redemption Rules (/legal/partner-policies/points-rules)
   • Fraud Prevention & Staff Conduct (/legal/partner-policies/fraud-and-conduct)

1.2 Order of precedence. If there is a conflict among the documents comprising the Agreement, the conflict will be resolved in the following descending order of precedence: (a) the signed Order Form; (b) these Partner Terms; (c) the SaaS Terms; and (d) the Program Policies. A document lower in precedence supplements, and does not override, a document higher in precedence, except where the Order Form expressly states that it amends a specific provision of these Partner Terms.

1.3 Multiple Order Forms. The parties may execute more than one Order Form under these Partner Terms. Each Order Form, together with these Partner Terms and the documents incorporated into them, forms a separate agreement with respect to the Locations and terms it covers.

2. Definitions

• Member means an individual who is enrolled in the Program and maintains an active account through the Chubby Club App.
• Partner means the restaurant or hospitality business identified in the applicable Order Form that participates in the Program.
• Location means a physical venue operated by Partner and identified in the applicable Order Form as participating in the Program.
• Program means the Chubby Club loyalty program operated by Chubby Club, through which Members earn and redeem points and receive benefits at participating Locations.
• Order Form means a signed ordering document between Chubby Club and Partner that references these Partner Terms and sets forth the participating Locations, economic terms, initial term, and any other transaction-specific terms.
• Valid Redemption means a redemption presented through the Chubby Club App or partner portal that has not expired and complies with the Points Earning & Redemption Rules (/legal/partner-policies/points-rules).
• Confidential Information has the meaning given in the section titled “Confidentiality.”
• Member Personal Information means personal information of a Member that Partner receives or accesses in connection with the Program.
• Services means the partner portal, dashboards, verification tools, and related software and services that Chubby Club makes available to Partner, as further described in the SaaS Terms (/legal/saas).

3. Program Participation

3.1 Enrollment of Locations. Chubby Club will enroll the Locations identified in the applicable Order Form in the Program and will list those Locations as participating venues in the Chubby Club App and related Program materials.

3.2 Partner obligations. During the term, Partner will, at each participating Location:

1. honor every Valid Redemption presented by a Member, without imposing conditions, fees, or minimum-purchase requirements not stated in the Points Earning & Redemption Rules (/legal/partner-policies/points-rules) or the applicable Order Form;
2. provide Members the benefits, rewards, and redemption tiers described in the Required Member Benefits & Redemption Tiers policy (/legal/partner-policies/member-benefits), including tier-specific benefits for eligible Members;
3. maintain the service, cleanliness, staffing, and operational standards described in the Partner Operating Standards (/legal/partner-policies/operating-standards);
4. meet the technical, connectivity, and point-of-sale integration requirements described in the Platform Requirements (/legal/partner-policies/platform-requirements);
5. train staff on Program mechanics and comply with the Fraud Prevention & Staff Conduct policy (/legal/partner-policies/fraud-and-conduct), including reporting suspected fraud to legal@chubbyclub.com within 24 hours of discovery; and
6. participate in the Program lawfully and in a manner that does not disparage the Program or mislead Members about Program benefits.

3.3 Chubby Club obligations. Chubby Club will (a) operate the Program and the Chubby Club App; (b) make the Services available to Partner in accordance with the SaaS Terms; (c) administer points issuance, redemption processing, and Member accounts; and (d) provide Partner support through legal@chubbyclub.com.

3.4 Program changes. Chubby Club may update the Program Policies in accordance with the amendment process stated in each policy, which requires at least 30 days' advance notice of material changes through the partner portal or by email, except where a shorter period is required to address fraud, security, or legal compliance.

4. Economic Terms

4.1 Order Form controls. Economic terms, including Program fees, payout amounts and timing, points-earning rates, reimbursement rates for redemptions, and reconciliation economics, are set forth exclusively in the applicable Order Form. No economic term appears in, or may be inferred from, these Partner Terms or the Program Policies.

4.2 Reconciliation. Chubby Club will deliver reconciliation statements to Partner within 15 days after the end of each reconciliation period, as described in the Points Earning & Redemption Rules (/legal/partner-policies/points-rules). Partner must submit any dispute of a statement within 10 days of statement delivery; statements not disputed within that period are deemed accepted, except in the case of manifest error or fraud. Amounts payable, payment methods, and settlement timing are set forth in the applicable Order Form.

4.3 Taxes. Each party is responsible for its own taxes based on its net income. Amounts payable under an Order Form are exclusive of sales, use, and similar transaction taxes, which will be allocated as stated in the applicable Order Form or, if not stated, borne by the party on whom the tax is legally imposed.

5. Term and Termination

5.1 Term. These Partner Terms take effect for Partner on the effective date of the first Order Form referencing them and continue while any Order Form remains in effect. Each Order Form has the initial term stated in that Order Form and automatically renews for successive renewal terms of the same length unless either party gives written notice of non-renewal at least 60 days before the end of the then-current term.

5.2 Termination for cause. Either party may terminate an affected Order Form, or these Partner Terms in their entirety, if the other party materially breaches the Agreement and fails to cure the breach within 30 days after receiving written notice describing the breach.

5.3 Immediate termination. Either party may terminate an affected Order Form, or these Partner Terms in their entirety, effective immediately upon written notice, if the other party (a) engages in fraud in connection with the Program, including points manipulation or redemption fraud as described in the Fraud Prevention & Staff Conduct policy (/legal/partner-policies/fraud-and-conduct); or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings that are not dismissed within 60 days.

5.4 Effect of termination. Upon expiration or termination of an Order Form or of these Partner Terms:

1. Partner will honor all Valid Redemptions made by Members before the effective date of termination, and Chubby Club will settle amounts owed for those redemptions in accordance with the applicable Order Form;
2. the parties will cooperate on a commercially reasonable wind-down, including removal of the affected Locations from Program marketing, removal of Program signage and materials from the affected Locations, and a final reconciliation and settlement of amounts owed;
3. each party will cease using the other party's trademarks and will return or destroy the other party's Confidential Information as described in the section titled “Confidentiality”; and
4. Partner's access to the Services for the affected Locations will end, except for limited access reasonably necessary to complete final reconciliation.

5.5 Survival. Provisions that by their nature should survive termination will survive, including the sections titled “Definitions,” “Effect of termination,” “Intellectual Property and Licenses” (as to ownership), “Confidentiality,” “Data Protection,” “Indemnification,” “Limitation of Liability,” “Governing Law and Dispute Resolution,” and “General.”

6. Intellectual Property and Licenses

6.1 Chubby Club ownership. Chubby Club owns all right, title, and interest in and to the Program, the Chubby Club App, the Services, the partner portal, Program branding and trademarks, points and rewards structures, and all related software, documentation, and improvements. No rights are granted to Partner except as expressly stated in the Agreement.

6.2 Partner ownership. Partner owns all right, title, and interest in and to its trade names, trademarks, logos, menu content, food imagery it supplies, and other materials Partner provides for use in the Program (“Partner Materials”).

6.3 License to Partner. Chubby Club grants Partner a limited, non-exclusive, non-transferable, royalty-free license during the term to use Chubby Club's Program trademarks and approved marketing materials solely to promote Partner's participation in the Program, in accordance with brand guidelines Chubby Club makes available through the partner portal.

6.4 License to Chubby Club. Partner grants Chubby Club a limited, non-exclusive, non-transferable, royalty-free license during the term to use Partner Materials solely to operate and promote the Program, including displaying Partner's name, logo, Location information, and menu content in the Chubby Club App and in Program marketing.

6.5 Restrictions. Neither party will alter the other party's trademarks, use them in a manner that disparages the other party or damages its goodwill, or continue use after termination except as needed to complete wind-down activities under the section titled “Effect of termination.”

6.6 Feedback. If Partner provides suggestions or feedback about the Program or the Services, Chubby Club may use that feedback without restriction or obligation.

7. Confidentiality

7.1 Definition. “Confidential Information” means non-public information disclosed by one party (the “discloser”) to the other (the “recipient”) in connection with the Agreement that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including the terms of each Order Form, economic terms, Program performance data, business plans, and technical information.

7.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the recipient; (b) was known to the recipient without restriction before disclosure; (c) is independently developed by the recipient without use of the discloser's Confidential Information; or (d) is rightfully received from a third party without a duty of confidentiality.

7.3 Obligations. The recipient will (a) use the discloser's Confidential Information only to perform under or exercise rights granted by the Agreement; (b) protect it using at least the same degree of care it uses for its own similar information, and no less than reasonable care; and (c) limit disclosure to its employees, contractors, and professional advisors who need to know it and are bound by confidentiality obligations at least as protective as this section.

7.4 Compelled disclosure. The recipient may disclose Confidential Information to the extent required by law or court order, provided the recipient gives the discloser prompt notice (where legally permitted) and reasonable cooperation to seek protective treatment.

7.5 Return or destruction; survival. Upon termination or upon the discloser's request, the recipient will return or destroy the discloser's Confidential Information, except copies retained in routine backups or as required by law, which remain subject to this section. The obligations in this section survive for 3 years after termination of these Partner Terms, except that obligations with respect to trade secrets survive for as long as the information remains a trade secret under applicable law.

8. Data Protection

8.1 Compliance. Each party will comply with applicable United States and Canadian privacy and data protection laws in connection with the Program. Chubby Club's handling of Member personal information is described in the Privacy Policy (/legal/privacy).

8.2 Permitted use. Partner may use Member Personal Information only as necessary to fulfill its Program obligations, including verifying and honoring redemptions and providing Member benefits. Partner will not sell Member Personal Information, use it for Partner's own marketing without the Member's separate, lawful consent, or disclose it to third parties except to service providers bound by obligations at least as protective as this section and as necessary to fulfill Program obligations.

8.3 Safeguards. Partner will maintain reasonable administrative, technical, and physical safeguards to protect Member Personal Information against unauthorized access, use, or disclosure, and will limit access to staff who need it to perform Program duties.

8.4 Breach notification. Each party will notify the other without undue delay after becoming aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Member Personal Information in its possession or control, and will reasonably cooperate in investigating and remediating the incident. Notices to Chubby Club under this section must be sent to legal@chubbyclub.com, with a copy to legal@chubbyclub.com.

8.5 Deletion. Upon termination, Partner will delete or return Member Personal Information in its possession, except as required to be retained by law, in which case this section continues to apply to the retained information.

9. Representations and Warranties; Disclaimer

9.1 Mutual representations. Each party represents and warrants that (a) it is duly organized and validly existing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into and perform the Agreement, and the person executing the Order Form is authorized to bind it; (c) its performance under the Agreement will comply with applicable laws, including food-safety, consumer-protection, and privacy laws applicable to its role; and (d) its performance under the Agreement, including the materials and marks it licenses to the other party, will not infringe or misappropriate any third party's intellectual property rights.

9.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CHUBBY CLUB DOES NOT WARRANT ANY PARTICULAR LEVEL OF MEMBER TRAFFIC, REDEMPTION VOLUME, OR REVENUE FROM PARTICIPATION IN THE PROGRAM.

10. Indemnification

10.1 By Partner. Partner will defend, indemnify, and hold harmless Chubby Club and its officers, directors, employees, and agents from and against any third-party claim, and resulting damages, liabilities, costs, and expenses (including reasonable attorneys' fees), to the extent arising from (a) Partner's breach of the Agreement; (b) Partner's negligence or willful misconduct, including claims arising from food, beverages, or services provided at a Location; or (c) infringement or misappropriation of a third party's intellectual property rights by the Partner Materials or Partner's trademarks as used in accordance with the Agreement.

10.2 By Chubby Club. Chubby Club will defend, indemnify, and hold harmless Partner and its officers, directors, employees, and agents from and against any third-party claim, and resulting damages, liabilities, costs, and expenses (including reasonable attorneys' fees), to the extent arising from (a) Chubby Club's breach of the Agreement; (b) Chubby Club's negligence or willful misconduct; or (c) infringement or misappropriation of a third party's intellectual property rights by the Services, the Chubby Club App, or Chubby Club's Program trademarks as used in accordance with the Agreement.

10.3 Procedure. The indemnified party must (a) give the indemnifying party prompt written notice of the claim (provided that late notice relieves the indemnifying party of its obligations only to the extent it is materially prejudiced); (b) grant the indemnifying party sole control of the defense and settlement of the claim, except that the indemnifying party may not settle a claim in a manner that imposes liability or admissions on the indemnified party without its prior written consent, not to be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense with its own counsel at its own expense.

11. Insurance

During the term, Partner will maintain, at its own expense, commercially reasonable insurance coverage appropriate to its business, including commercial general liability insurance covering bodily injury, property damage, and products and completed operations at each Location. Upon Chubby Club's reasonable request, Partner will provide a certificate of insurance evidencing this coverage. Partner's insurance obligations do not limit its liability or indemnification obligations under the Agreement.

12. Limitation of Liability

12.1 Exclusion of consequential damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

12.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Carve-outs. THE EXCLUSIONS AND CAP IN THIS SECTION DO NOT APPLY TO (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THE SECTION TITLED “INDEMNIFICATION”; (B) A PARTY'S BREACH OF THE SECTION TITLED “CONFIDENTIALITY”; OR (C) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NOTHING IN THIS SECTION LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

13. Governing Law and Dispute Resolution

13.1 Governing law. The Agreement is governed by the laws of the State of California, without regard to its conflict-of-law rules.

13.2 Informal resolution. Before initiating arbitration, a party must give the other party written notice of the dispute and a 30-day opportunity to resolve it informally. Notices of dispute to Chubby Club must be sent to legal@chubbyclub.com.

13.3 Arbitration. Except as stated in the section titled “Carve-outs from arbitration,” any dispute arising out of or relating to the Agreement will be resolved by binding individual arbitration administered by JAMS in Los Angeles, California, under its Comprehensive Arbitration Rules and Procedures then in effect. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees and its share of arbitration fees except as the arbitrator awards otherwise under applicable law or the JAMS rules.

13.4 Class-action and jury-trial waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THAT PARTY'S INDIVIDUAL CLAIM.

13.5 Carve-outs from arbitration. Either party may (a) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidentiality obligations; and (b) bring an individual claim in small-claims court if the claim qualifies.

13.6 Venue for non-arbitrable matters. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California.

14. General

14.1 Notices. Legal notices under the Agreement must be in writing. Notices to Chubby Club must be sent to legal@chubbyclub.com. Notices to Partner will be sent to the notice address or email set forth in the applicable Order Form. Notices are deemed given when delivered, or when sent by email if no delivery failure is received. Operational communications, including Program Policy updates and reconciliation statements, may be delivered through the partner portal or by email.

14.2 Assignment. Neither party may assign the Agreement without the other party's prior written consent, except that either party may assign the Agreement in its entirety, upon written notice, to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations. Any other attempted assignment is void.

14.3 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, labor disputes, utility or internet failures, war, terrorism, civil unrest, or governmental action, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

14.4 Severability. If any provision of the Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.

14.5 Waiver. A party's failure or delay in exercising a right is not a waiver of that right. A waiver is effective only if in writing and signed by the waiving party.

14.6 Entire agreement. The Agreement, consisting of the documents identified in the section titled “Agreement Structure and Order of Precedence,” is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications, written or oral, regarding that subject matter.

14.7 Counterparts; electronic signature. An Order Form may be executed in counterparts, including by electronic signature, each of which is deemed an original and all of which together form one instrument.

14.8 Independent contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, franchise, agency, or employment relationship, and neither party may bind the other.

14.9 No third-party beneficiaries. The Agreement is for the benefit of the parties only. There are no third-party beneficiaries, and Members have no rights under the Agreement.

14.10 Amendment. These Partner Terms and any Order Form may be amended only by a written instrument signed by both parties. The Program Policies may be updated by Chubby Club in accordance with the amendment process stated in each policy, including at least 30 days' advance notice of material changes except where a shorter period is required to address fraud, security, or legal compliance.