Platform Services Agreement

1. Relationship to the Partner Terms

1.1 Incorporation. These SaaS Terms are incorporated by reference into the Partner Terms (MSA) (/legal/partner-terms) and apply to each Partner that has executed an Order Form referencing the Partner Terms. Capitalized terms used but not defined in these SaaS Terms — including Member, Partner, Location, Program, Order Form, and Valid Redemption — have the meanings given in the Partner Terms.

1.2 Order of precedence. If these SaaS Terms conflict with the Partner Terms or the signed Order Form, the conflict is resolved in the order of precedence stated in the Partner Terms: the signed Order Form controls first, then the Partner Terms, then these SaaS Terms, then the Program Policies.

1.3 Term. Partner's rights under these SaaS Terms begin on the effective date of the applicable Order Form and continue for as long as that Order Form remains in effect, subject to suspension and termination as described in these SaaS Terms and the Partner Terms.

2. Access Grant

Subject to the Agreement, Chubby Club grants Partner a limited, non-exclusive, non-transferable right, without the right to sublicense, for Partner and its Authorized Users to access and use the Services during the term, solely for Partner's internal business purposes in connection with its participation in the Program at its participating Locations. Chubby Club reserves all rights in the Services not expressly granted in the Agreement.

3. Accounts and Authorized Users

3.1 Authorized Users. “Authorized Users” means Partner's employees and contractors who need access to the Services to perform Partner's obligations under the Agreement and whom Partner has authorized through the partner portal. Partner is responsible for its Authorized Users' compliance with the Agreement, and any act or omission of an Authorized User is deemed an act or omission of Partner.

3.2 Credentials. Partner will (a) ensure that each Authorized User uses unique credentials and does not share accounts or credentials; (b) keep all credentials confidential and secure; and (c) notify Chubby Club promptly at legal@chubbyclub.com of any suspected compromise of credentials or unauthorized access to the Services.

3.3 Deactivation. Partner will promptly deactivate, or request that Chubby Club deactivate, the access of any Authorized User who leaves Partner's employment or engagement or no longer needs access, and in any event will review its Authorized User list for accuracy on a regular basis.

4. Restrictions

Partner will not, and will not permit any Authorized User or third party to:

1. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Services, except to the extent this restriction is prohibited by applicable law;
2. scrape, crawl, or use automated means to extract data from the Services, or use robots or scripts to access the Services other than through interfaces Chubby Club provides for that purpose;
3. sell, resell, rent, lease, sublicense, distribute, or otherwise make the Services available to any third party, or use the Services on a service-bureau, timesharing, or outsourced basis;
4. circumvent or attempt to circumvent any security measure, access control, usage limit, or authentication mechanism of the Services, or probe, scan, or test the vulnerability of the Services without Chubby Club's prior written authorization;
5. use the Services to store or transmit malicious code, or in a manner that interferes with or disrupts the integrity or performance of the Services or the data they contain;
6. use the Services in violation of applicable law, or to infringe or misappropriate the rights of any third party;
7. access or use Member personal information available through the Services except as permitted by the section of the Partner Terms titled “Data Protection” and the Privacy Policy (/legal/privacy); or
8. copy, modify, or create derivative works of the Services, or remove or obscure any proprietary notices in the Services.

5. Availability and Support

5.1 Availability. Chubby Club will use commercially reasonable efforts to make the Services available on a continuous basis, excluding scheduled maintenance and circumstances beyond Chubby Club's reasonable control.

5.2 Scheduled maintenance. Chubby Club will provide advance notice of scheduled maintenance that is expected to make the Services materially unavailable, through the partner portal or by email, and will use commercially reasonable efforts to schedule maintenance outside peak restaurant service hours.

5.3 Incident response. Chubby Club classifies and responds to Service incidents according to the severity levels described in the Platform Requirements (/legal/partner-policies/platform-requirements). Partner may report Service issues to legal@chubbyclub.com.

5.4 Service levels. Economic terms, including specific uptime targets, support response-time commitments, and any service credits, are set forth in the applicable Order Form. These SaaS Terms do not themselves create any service-level credit or refund right.

6. Data

6.1 Partner Data. “Partner Data” means data, content, and materials that Partner or its Authorized Users submit to the Services, including Location details, menu content, and staffing or operational entries, but excluding Member personal information and Usage Data. Partner owns Partner Data. Partner grants Chubby Club a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Partner Data as necessary to provide the Services, operate the Program, and fulfill Chubby Club's obligations under the Agreement.

6.2 Member data. Member personal information accessed through the Services is governed by the section of the Partner Terms titled “Data Protection” and the Privacy Policy (/legal/privacy). Partner may use Member personal information available through the Services only to fulfill its Program obligations.

6.3 Usage Data. “Usage Data” means technical and usage information generated by operation of the Services, and data derived from Partner Data or Program activity that has been aggregated or de-identified so that it does not identify Partner, any Location, any Authorized User, or any Member. Chubby Club may use Usage Data to operate, maintain, secure, and improve the Services and the Program.

6.4 Partner Data accuracy. Partner is responsible for the accuracy, quality, and legality of Partner Data and represents that it has all rights necessary to grant the license in this section.

7. Security

Chubby Club maintains administrative, technical, and physical safeguards designed to protect the Services and the data processed through them, aligned to the measures described on the Security page (/legal/security). Chubby Club uses third-party subprocessors to help provide the Services; the current list is maintained at /legal/subprocessors. Chubby Club remains responsible for its subprocessors' performance to the same extent as if performed by Chubby Club. Security vulnerabilities in the Services may be reported to legal@chubbyclub.com.

8. Suspension

8.1 Grounds. Chubby Club may suspend Partner's or any Authorized User's access to all or part of the Services if (a) Chubby Club reasonably determines that the access poses a security threat to the Services, Member data, or any third party; (b) the Services are being used in violation of law or the restrictions in these SaaS Terms; or (c) Partner fails to pay amounts due under the applicable Order Form after notice and the cure period stated in that Order Form or, if none is stated, after 15 days' written notice.

8.2 Process. Where practicable, Chubby Club will give Partner notice before suspension and an opportunity to resolve the issue. Chubby Club will limit any suspension in scope and duration to what is reasonably necessary and will restore access promptly once the circumstance giving rise to the suspension is resolved.

8.3 Effect. Suspension does not relieve Partner of its payment obligations under the applicable Order Form and is in addition to, not in place of, Chubby Club's termination rights under the Partner Terms.

9. Warranties and Disclaimers

Chubby Club warrants that it will provide the Services using commercially reasonable skill and care. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND CHUBBY CLUB 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, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. NOTHING IN THIS SECTION LIMITS WARRANTIES THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW.

10. Updates to the Services and to These Terms

10.1 Service updates. Chubby Club may modify the Services from time to time, including adding, changing, or removing features, provided that no modification will materially reduce the core functionality of the Services that Partner needs to fulfill its Program obligations during the then-current term of the applicable Order Form.

10.2 Updates to these SaaS Terms. Chubby Club may update these SaaS Terms from time to time. Material changes will be communicated to Partner through the partner portal or by email at least 30 days before they take effect, except where a shorter period is required to address fraud, security, or legal compliance. The “Effective date” above reflects the current version. Partner's continued use of the Services after a change takes effect constitutes acceptance; if Partner objects to a material change that adversely affects it, Partner may raise the objection through the notice process in the Partner Terms before the change takes effect.

11. General

The following matters are governed by the corresponding sections of the Partner Terms (MSA) (/legal/partner-terms), which apply to these SaaS Terms as if fully set forth here: indemnification; limitation of liability (including the cap measured by fees paid or payable under the applicable Order Form in the 12 months preceding the claim); confidentiality; governing law and dispute resolution (California law; binding individual arbitration administered by JAMS in Los Angeles, California; class-action and jury-trial waiver; carve-outs for injunctive relief and small claims; Los Angeles County courts for non-arbitrable matters); notices (legal notices to legal@chubbyclub.com and to Partner's address in the applicable Order Form); assignment; force majeure; severability; waiver; entire agreement; independent contractors; and no third-party beneficiaries. Questions about the Services may be directed to legal@chubbyclub.com.