Terms of Service

Last updated September 29, 2024

WHEREAS, Yedi is a technology company focused on delivering solutions for restroom management, operations, data collection, logistics, and access control;

WHEREAS, Customer desires to secure and monetize its restroom, improve its restroom operations at its location(s), and collect more data around their restroom facilities;

WHEREAS, Yedi is a software and hardware service provider for restroom management, operations, and digital transformation;

WHEREAS, Customer desires to engage Yedi for their software platform and hardware products to improve their restroom operating model. Yedi desires to accept such engagement on the principal terms set forth in this agreement;

1. Definitions

   Yedi Lock	A smart lock that is leased to CUSTOMER by Yedi. The lock allows restaurants to both control traffic to their restroom, and monetize non-customers at the door.
   Yedi Platform	The suite of Yedi software products, including CleanSuite, CleanFlow, and Pulse.
   CleanSuite	Part of the Yedi PLatform. A web application that empowers ourncustomers to manage both their staff and locations, while providing real-time analytics to monitor and enhance location performance.
   CleanFlow	Part of the Yedi Platform. A dedicated mobile application for tracking restroom cleanings and staying abreast of reports from customers. CleanFlow eases the process of maintaining cleanliness standards, ensuring staff accountability, and staff rewards for their efforts.
   Pulse	A QR-code & NFC based restroom feedback system. Allows users to submit feedback directly to location staff. However, tasks are not generated for staff unless it is validated by our back-end system.
   Code Printer	A small thermal printer provided at no cost that prints one-time codes to paying customers. These codes grant access to the Yedi Lock.
   Signage	Simple signage to guide customers and non-customers on how to use the restroom.
   Location(s)	The physical retail location(s). This can house multiple restrooms.
   Restroom(s)	A physical room within the location that includes a door that can fit the Yedi Lock, a toilet, a sink, and other restroom related fixtures.
   Pay-per-use	The action of a non-customer paying at the Yedi Lock to access the restroom. This generates revenue (depending on the prices set by Customer).
   Subscription Fee	The recurring payment the customer agrees to pay for the service to Yedi. This fee will be paid out of pay-per-use earnings.
   Lease Term	The period during which Yedi Lock is leased to customer.
   Contract Term	The length of the contract and for how long the Services will be delivered.
   Subscription Term	The period from the Installation Date to the end of the contract term.
   Installation Date	The date the Yedi Lock(s) has/have been installed and the Services officially begin.

2. Hardware & Software Services
   1. Hardware. Yedi agrees to lease one or more Yedi Locks to Customer and provide a Code Printer as part of the subscription service. Hardware products are provided at the rates as shown in Section 2: Order Form.
   2. Software. Yedi will provide Customer with access to the Yedi Platform in the form of seats provisioned. There are two categories of seat provisioning: CleanSuite Seats, and CleanFlow Seats. For each Customer, Yedi will provision one (1) Administrator seat, and two (2) additional seats per location. These two (2) additional seats can be either an Administrator role, or a Manager role. Assignment of these two additional seat roles is at the discretion of Customer. Customer is also granted unlimited seats for the CleanFlow mobile application.
   3. Hardware Warranty. Yedi warrants all Yedi Hardware against defects in materials and workmanship under normal use for a period of one (1) year from the shipping date, subject to the terms and limitations set forth in section 6.2.
3. Payment of Fees
   1. Customer will pay Yedi the then-applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). A simple overview of payment by fee-type is provided in Exhibit B.
   2. For any of Customer’s initial Hardware fees and Implementation Fees Yedi may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Yedi thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Yedi’s net income.
   3. Staff Bonus. Based on cleanings throughout each month, Yedi will allocate a portion of its earnings to reward Customer’s staff for maintaining cleanliness standards. This allocation will be calculated and broken down for Customer in Yedi’s monthly email detailing Customer’s location(s) earnings. Customer agrees to pay its staff the equivalent bonuses each month subject to requirements of applicable law.
   4. Third-party Transaction Fees. Each transaction processed through the Yedi Plaform includes a third party transaction fees. These fees are substantive, ranging from 3% to 15% of the total value of the transaction. Yedi will cover these fees out of their revenue share.
4. Term and Termination
   1. Subject to earlier termination as provided below, the term of this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional 12-month periods (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
   2. In addition to any other remedies it may have, either party may also terminate this Agreement upon ninety (90) days’ notice (or immediately upon notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. [Upon any termination, Yedi will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Yedi may, but is not obligated to, delete stored Customer Data.] [Confirm appropriate language for customer data retrieval upon termination, if applicable (or remove)] All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
   3. Customer will return all Hardware to Yedi, at Customer’s expense, within [_] days of any termination or expiration of this Agreement.
5. Data Collection & Ownership
   1. Data Collection The data (“Usage Data”) that Yedi will collect during the Contract Term is as follows:
      
      Restroom information
      • Cleaning checklists
      • Photos
      • Restock Quantities
      
      Employee information ("Employee Data")
      • Name
      • Email
      • Location (only while using application is required)
      
      User Feedback
      • Photos fo the conditio of restrooms
      • No personal ro identifying data will be collected from users regarding conditions of restrooms
   2. Data Owndership. The Usage Data (except for the Employee Data) generated at the location generated as a direct result of Yedi’s Software or Hardware products as described in Section 6.1 will be owned by Yedi and Yedi shall have the unrestricted, worldwide, royalty-free and transferable right to store, process, transmit, analyze, and otherwise use all the Usage Data (including the Employee Data) for its own business purposes, including improving its products (including Software and Hardware) and training its artificial intelligence and machine learning models, without any duty to obtain approval from, account to or compensate Customer.
      
      The Customer will be responsible for ensuring that required notices are provided to and consents are obtained from individuals whose personal data is being collected by Yedi, including Yedi employees and contractors (“Yedi Personnel). The Customer will provide to Yedi a copy of any such notices and consents that are provided.
      
      This includes cleaning data and staff performance data of Yedi Personnel. However, upon request of Customer, Yedi can anonymize the Employee Data if the Agreement is terminated.
      
      Additionally, Yedi will use commercially reasonable security measures designed to protect the Yedi Usage Data from unauthorized use, access or disclosure. The Yedi Data will be hosted on secure third-party servers.
      
   3. WiFi Requirements. The Customer acknowledges and agrees that a functional and operational Wi-Fi network is essential for the proper use and delivery of the Services. The Customer is solely responsible for providing and maintaining a working Wi-Fi network at the location where the Services will be used. The Wi-Fi network must meet the following minimum requirements:
      • Download speed of at least 10 Mpbs
      • Upload speed of at least 5 Mbps
      • Stable connection with less than 100ms latency
      
      The Company reserves the right to suspend or terminate the Services if the Customer's Wi-Fi network does not meet these requirements or becomes non-operational. The Customer agrees to promptly address any Wi-Fi connectivity issues that may arise and to cooperate with the Company in troubleshooting such issues.
6. Warranty and Disclaimer
   1. General Warranty. Yedi shall use reasonable efforts consistent with prevailing industry standards to maintain the Hardware and Services in a manner which minimizes downtime, errors and interruptions in the Services and shall perform the installation of Hardware and the Implementation Services in a professional and workmanlike manner.
      
      Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Yedi or by third-party providers, or because of other causes beyond Yedi’s reasonable control, but Yedi shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Yedi does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND YEDI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
      
      
   2. Limited Warranty for Yedi Hardware. Subject to the limitations in the following paragraph, Yedi warrants the Hardware against defects in materials and workmanship under normal use for a period of one (1) year from the shipping date. Yedi will replace such defective Hardware at no cost to Customer. However, Customer must return the defective Hardware to Yedi at the designated address and in the designated box, with all accessories, cords, cables, parts and documentation included, within fourteen (14) days of receiving the replacement Hardware. Customer will be asked to provide a payment card number to Yedi when Customer initiates a warranty-based return. In the event Customer fails to return any defective Hardware pursuant to the process and time frame specified by Yedi, Yedi will charge either Customer’s account (if there is a balance) or the card provided when Customer initiated the warranty-based return. Section 6.2 sets forth Yedi’s sole liability and Customer’s sole and exclusive remedy for breach of this limited warranty. No Yedi reseller, agent, or employee is authorized to make any modification, extension, or addition to this limited warranty. To initiate a warranty-based return, contact Yedi Support at support@yedi.app.
      
      This limited warranty does not apply to Hardware that has been subject to alteration, repair, tampering, accident, abuse, misuse, fire, acts of god (including, without limitation, earthquake, flood, hurricane, lightning, or tornado) or other external causes, meaning Customer will be responsible for purchase and installation of new Hardware under these circumstances. This limited warranty does not apply to any third-party hardware, any consumable parts, including batteries, or any software, even if resold or included with the Hardware. All third-party hardware resold or included by Yedi is provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product.
      
      TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS LIMITED WARRANTY IS PROVIDED IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO ANY YEDI OR THIRD-PARTY PRODUCT. ACCORDINGLY, YEDI EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST HIDDEN OR LATENT DEFECTS. TO THE EXTENT SUCH WARRANTIES CANNOT BE DISCLAIMED, YEDI LIMITS THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE DURATION AND REMEDY OF THIS LIMITED WARRANTY. IN NO EVENT WILL YEDI BE LIABLE FOR ANY LOSS OR DAMAGE OR FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES HOWEVER CAUSED ARISING OUT OF YOUR USE OF OR INABILITY TO USE ANY YEDI OR THIRD PARTY PRODUCTS, INCLUDING LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF GOODWILL, OR LOSS OF REPUTATION.
      
7. Feedback
   Customer may from time to time provide suggestions, comments or other feedback (“Feedback”) to Yedi with respect to the Yedi Platform, Services or Hardware. Yedi shall be free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback provided to Yedi as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
8. Indemnity
   Yedi shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Yedi is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Yedi will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Yedi, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Yedi, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Yedi to be infringing, Yedi may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
9. Limitation of Liability
   NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, YEDI AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND YEDI’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO YEDI FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT YEDI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. [Note: Liability limitations are frequently heavily negotiated in larger deals. This starting point is very Yedi-favorable but may need to be scaled back with larger customers]
10. Miscellaneous
    If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Yedi’s prior written consent. Yedi may transfer and assign any of its rights and obligations under this Agreement without Customer’s consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Yedi in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of [California] without regard to its conflict of laws provisions. [Note: choice of law is frequently negotiated. Most often, you will propose your state, they will counter with their state, and you will both agree on either Delaware or New York as a reasonable compromise.] [The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Yedi to serve as a reference account upon request.] [OPTIONAL: there are several variations on these concepts that could be used as a starting point, but start-ups should typically expect resistance from large customers on these points]



Exhibit A:
Seat Privisioning

CleanSuite

Total seays available: One (1) Administrator Seats, Two (2) Manager Seats.
Inital Seats Provided: 3 Seats

Yedi will collect the information for seat provisioning within 14 days of the contract execution date. Your account manager will reach out to confirm the provisioning details.




CleanFlow

Total Seats Available: Unlimited
Initial Seats Provided: 7

Yedi will collect the information for seat provisioning within 14 days of the contract execution date. Your account manager will reach out to confirm the provisioning details.

Exhibit B:
Fees & Payments Overview

Fee Types

Installation Fee. Payable by check or you can pay online in a secure link we will email to you within 30 days of when the invoice is received by the Customer.

Subscription Fee. Collected at the of each month directly out of the revenue earned from the Customer’s location from the Yedi PLatform.

If the Customer's location(s) earn less than the cost of the Subscription Fee, Yedi will waive the difference between the Location's monthly revenue and the Subscription Fee.

Pay per use Fee ("PPU Fee"). Yedi proposes a PPU Fee of $2.00 for its customers, with a strict price ceiling set at $2.50. Customers have the flexibility to set the PPU Fee at their discretion, as long as it remains below or equal to this ceiling.

Payment Details

Yedi will allocate, from its own share of revenue, a cleaning bonus to be passed onto the Customer’s cleaners at the end of each month. These bonuses will be tied to quality of cleanings, and other factors. Yedi will analyze performance and send this analysis with the normal payment each month with a spreadsheet illustrating how these bonuses should be allocated to Customer’s cleaners.
According to the terms in this contract, these bonuses are to be passed on to employees. Our team will do regular check-ins with your staff to ensure that they are getting their payments and reserve the right to cancel the Services and terminate this contract if the Customer does not pay these bonuses out each month.




Exhibit C:
Support Terms

Yedi will provide Technical Support to Customer electronic mail (support@yedi.app) seven (7) days a week from the hours of 9:00am to 6:00pm ET, with the exclusion of U.S. holidays (“Support Hours”). Customers may also call our support team, but this service is limited to weekdays from the hours of 9:00am to 6:00pm ET.

If there is an emergency regarding your service, you can reach out to your account representative 24 hours a day, seven days a week.

Customer may initiate a helpdesk ticket 24 hours a day, seven days a week by calling [+1 (949) 346-1269] or any time by emailing .

Yedi will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.