1. Applicability.

(a) These terms and conditions (these “Terms”) are the only terms that govern the provision of services by Food Truck Feeds, LLC, an Arizona limited liability company (“Company”), to you or your entity or organization (collectively, the “Food Truck”). These Terms are a binding contract between Company and the Food Truck, which means that if the Food Truck uses the Services (defined below), the Food Truck acknowledges and agrees that the Food Truck has read, understand, and agree to be bound by these Terms.

(b) These Terms comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.

(c) These Terms prevail over the Food Truck’s terms and conditions, if any, regardless of whether or when Food Truck has submitted its registration form. Listing of the Food Truck on Company’s list of food trucks and Company’s provision of the Services to the Food Truck do not constitute acceptance of any of the Food Truck’s terms and conditions and do not serve to modify or amend these Terms.

2. Services.

(a) In accordance with these Terms, Company provides coordination services (the “Services”) between qualified food trucks and third parties such as a place of business, an event coordinator, or a private person (each, a “Client” and collectively, the “Clients”) that wish to book one or more food trucks for their places of business or events (each, an “Event”). On Company’s website (https://www.foodtruckfeeds.com/), Company maintains a list of Events that are available for the Food Truck to self-book from the Food Truck’s account with the Company or Street Food Finder. At the sole discretion of Company, Company may invite the Food Truck to book an Event via e-mail or other contact method provided by the Food Truck.

(b) The Food Truck is required to register and create an account on Company’s website to use the Services. During the registration process for the Food Truck account, the Food Truck must provide Company with the Food Truck’s email address and a password (that together will serve as the Food Truck’s login credentials) and the Food Truck may be required to provide additional information, such as its name and phone number. The Food Truck understands and agrees that it is the Food Truck’s responsibility to ensure that its password remains confidential and secure.

(c) Upon the Food Truck’s registration with Company, Company shall determine if the Food Truck is qualified to be listed on Company’s website as a potential food truck available for booking by the Clients. The Food Truck acknowledges that registration with Company does not guarantee that the Food Truck will be listed on Company’s website as a qualified food truck with the ability to book an Event. In order to qualify the Food Truck, Company may: (i) perform an on-site inspection of the Food Truck, including sampling the food and reviewing the menu for applicability for the Clients; (ii) review the certificate(s) of insurance provided by the Food Truck for the required insurance coverage set forth in Section 13 below and any other insurance coverage required by the Clients at the time of the booking for an Event, as applicable; and (iii) review the health permits, as applicable, provided by the Food Truck upon the Food Truck’s registration with the Company to confirm they are not expired. If so qualified, Company will send a welcome email to the Food Truck, and the Food Truck will then have the ability to book Events.

(d) The Food Truck acknowledges and agrees that: (i) Company makes no warranties oral, express, written, or otherwise of profitability or projected outcomes or satisfaction of the Clients; and (ii) the Food Truck shall remain obligated for all booking fees due under these Terms regardless of the profitability of the Event or the Clients’ satisfaction or dissatisfaction with the Food Truck’s performance.

(e) Company may provide (i) information and content provided by third parties (for example, the Clients or Street Food Finder); and (ii) links to third-party websites or resources (for example, links to the Clients’ or Street Food Finder’s social media pages). Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for (x) any content, advertising, products, or other materials on or available from such third parties; (y) any errors or omissions by such third parties; or (z) any information handling practices or other business practices of such third parties. The Food Truck further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any third-party websites, products, services, or other resources. The Food Truck’s interactions with such third parties will be governed by the third parties’ own terms of service, privacy policy, and any other similar terms.

3. Food Truck’s Obligations. The Food Truck, at its own expense, shall:

(a) cooperate with Company and the Clients in all matters relating to the Services and provide such access to the Food Truck’s premises and any other facilities as may reasonably be requested by Company or the Clients for the purposes of Company performing the Services;

(b) be liable for any damage to a Client or a Client’s premises caused by the Food Truck or any of its agents, independent contractors, consultants, owners, or employees;

(c) respond promptly to any Company request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Company to perform the Services in accordance with the requirements of these Terms;

(d) provide such Food Truck materials or information as Company may reasonably request to carry out the Services in a timely manner and ensuring that such Food Truck materials or information are complete and accurate in all material respects;

(e) obtain and maintain all necessary licenses, insurance coverages, permits (such as health and safety permits), and consents required to conduct its business as a food truck;

(f) comply with all applicable laws, rules, regulations, ordinances, and standards regarding its business and services, including but not limited to complying with all health and safety requirements of all applicable governmental departments and agencies;

(g) comply with all policies, procedures, and other requirements of the Clients, including while on site at the Clients’ premises, which may include releasing a Client from liability or agreeing to hold a Client harmless;

(h) register and maintain an account with Street Food Finder (https://streetfoodfinder.com/c/az/phoenix), which is the platform that Company uses to set up the food trucks.

(i) update the Food Truck’s online account with Company within 10 business days whenever there is a change to its menus, owner(s), or contact information; and

(j) notify Company immediately if the Food Truck can no longer participate in an Event. If the Food Truck fails to immediately notify Company or does not participate in such Event, then Company may, in its sole discretion, do any or all of the following: (i) remove the Food Truck from the Client’s premises; (ii) retain the fees paid; or (iii) suspend or terminate the Food Truck from any and all future Services, including but not limited to being removed from the list of food trucks on Company’s website and losing the ability to book Events.

4. Food Truck’s Acts or Omissions. If Company’s performance of its obligations under these Terms is prevented or delayed by any act or omission of the Food Truck or its agents, subcontractors, consultants, owners, or employees, Company shall not be deemed in breach of its obligations under these Terms or otherwise liable for any costs, charges, or losses sustained or incurred by the Food Truck, in each case, to the extent arising directly or indirectly from such prevention or delay.

5. Booking Fees; Payment Terms.

(a) In consideration of the provision of the Services by Company and the rights granted to the Food Truck under these Terms, the Food Truck shall prepay the booking fee set forth in the booking confirmation upon acceptance of the booking via the Food Truck’s Stripe account on Street Food Finder’s website. If the Event is a catering Event, Company shall deduct its booking fee from the Client’s payment to the Food Truck.

(b) The Food Truck acknowledges and agrees that an Event may require payment of an additional fee equal to a certain percentage of the Food Truck’s gross sales from such Event. In that case, the Food Truck will pay the initial deposit amount set by the Client on Street Food Finder’s website, and upon receipt of the amount of the Food Truck’s gross sales from such Event, Company will send to the Food Truck an invoice via Square for the remaining balance of the additional fee.

(c) In the event payments of the fees are not received by Company within 30 days after becoming due, Company may, in its sole discretion, do any or all of the following:

(i) suspend performance for all Services until payment has been made in full;

(ii) cancel the Food Truck’s booking for such Event; or

(iii) terminate the Food Truck from any and all future Services, including but not limited to being removed from the list of food trucks on Company’s website and losing the ability to book Events.

(d) All fees are non-refundable, except: (i) in the event that the Food Truck cancels more than 14 days prior to the Event, Company shall promptly refund the amount of the booking fee to the Food Truck; (ii) in the event the Food Truck cancels between 8 days and 14 days prior to the Event, the Company shall promptly refund 50% of the booking fee to the Food Truck; and (iii) in the event that a Client cancels a recurring Event, Company shall promptly refund the amount of the booking fee to the Food Truck.

6. Taxes. The Food Truck shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the Food Truck hereunder. The Food Truck shall pay (either directly or through its subcontractors) all federal, state and local income taxes and other payroll taxes, as well as contributions for unemployment insurance, workers’ compensation insurance, pensions, or annuities which it or its subcontractors now or may hereafter be required to deduct from the wages of the Food Truck’s personnel and shall file all required returns related to such taxes, contributions and payroll deductions.

7. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other Confidential Information (defined below), trade dress, trade names, logos, Clients lists and names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to the Food Truck under these Terms or prepared by or on behalf of Company in the course of performing the Services (collectively, the “Deliverables”) shall be owned by Company, except for any Confidential Information (defined below) of the Food Truck or the Food Truck materials, which shall remain the property of the Food Truck. Company hereby grants the Food Truck a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable the Food Truck to make reasonable use of the Deliverables and the Services.

8. Restrictive Covenants.

(a) Confidential Information. All non-public, confidential or proprietary information of Company, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, information pertaining to the Clients, including Event addresses, and information related to other food trucks, pricing, and marketing (collectively, “Confidential Information”), disclosed by Company to the Food Truck, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and these Terms is confidential, and shall not be disclosed or copied by the Food Truck without the prior written consent of Company. The Food Truck agrees to use the Confidential Information only to make use of the Services and Deliverables. Confidential Information does not include information that:

(i) is or becomes generally known to the public without breach of any obligation owed to Company;

(ii) was known to the Food Truck prior to its disclosure by Company without breach of any obligation owed to Company;

(iii) is or was independently developed by the Food Truck without breach of any obligation owed to Company; or

(iv) is or was rightfully obtained by the Food Truck on a non-confidential basis from a third party.

(b) Non-Circumvention. The Food Truck shall not, directly or indirectly:

(i) enter into any transaction with any Client introduced to the Food Truck by Company through the Services which could have the effect of preventing Company from receiving the full benefit of the transactions contemplated by these Terms;

(ii) solicit the Client to enter into any such transaction;

(iii) induce, solicit, procure, or otherwise encourage its representatives or any other third party, to respond to any solicitation from any Client or to enter into any such transaction

(c) Injunctive Relief. Company shall be entitled to injunctive relief for any violation of this Section 8.


10. Limitation of Liability.



(c) The limitation of liability set forth in Section 10(b) above shall not apply to liability resulting from Company’s willful misconduct .

11. Indemnification. To the fullest extent permitted by law, the Food Truck agrees to indemnify and hold harmless Company, its affiliates, and their respective managers, officers, directors, owners, employees, and agents (collectively, “Representatives”), for, from and against any and all damages or other amounts payable to a third party claimant, as well as any reasonable attorneys’ fees and costs of litigation (collectively, “Damages”) arising out of or resulting from any demand, claim, suit, proceeding or cause of action (each a “Claim”) brought by a third party against Company, its affiliates, or any of their respective Representatives based on (a) breach of any of these Terms by the Food Truck or any of its agents, independent contractors, consultants, owners, or employees, (b) failure by the Food Truck or any of its agents, independent contractors, consultants, owners, or employees to comply with applicable laws, or (c) the negligent or intentional acts or omissions of the Food Truck or any of its agents, independent contractors, consultants, owners, or employees, including for injuries or death to any persons or damage to property. Company agrees to notify the Food Truck within a reasonable time of any written Claims against the Food Truck for which the Food Truck is responsible under this Section 11. The Food Truck agrees to submit to the jurisdiction of any court wherein an action is commenced against Company based on a claim for which the Food Truck has agreed to indemnify Company, its affiliates, and their respective Representatives under these Terms.

12. Termination. In addition to any remedies that may be provided under these Terms, Company may terminate the provision of the Services to the Food Truck with immediate effect upon written notice to the Food Truck, if the Food Truck:

(a) fails to pay any amount when due under these Terms;

(b) has not otherwise performed or complied with any of these Terms, in whole or in part;

(c) has ceased its business operations;

(d) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors;

(e) has filed a statement of dissolution or the equivalent, has been administratively dissolved, the charter or the equivalent has been revoked, or the right to conduct business in Arizona has been suspended by its jurisdiction of formation; or

(f) is no longer a good fit for the Clients, as determined by Company in its sole discretion.

13. Insurance.

(a) At all times that the Food Truck is available to be booked by a Client for an Event, the Food Truck shall, at its own expense, maintain and carry insurance with financially sound and reputable insurers in full force and effect, which includes, but is not limited to:

(i) commercial general liability insurance (including product liability) in an amount no less than $2,000,000 in the general aggregate and $1,000,000 for each occurrence;

(ii) automobile liability insurance in an amount not less than $1,000,000 for each accident;

(iii) in the event the Food Truck has employees, employers liability insurance in an amount no less than $1,000,000 for each accident, employee, and policy limit or the minimum amount required by applicable state statute, whichever is greater; and

(iv) in the event the Food Truck has employees, workers’ compensation insurance in an amount no less than $500,000 or the minimum amount required by applicable state statute, whichever is greater.

(b) Upon Company’s request, the Food Truck shall provide Company with certificate(s) of insurance and, only if requested by the Client, insurance declaration page(s), from the Food Truck’s insurer(s) evidencing the insurance coverages specified in Section 13(a). Each certificate of insurance shall name as additional insureds Company and, if requested by the Client for which the Food Truck has booked an Event, the Client. All insurance coverages set forth in Section 13(a) are to be primary as to the additional insureds and shall not be entitled to contribution from any insurance maintained by the additional insureds. The Food Truck shall provide Company with advance written notice to info@foodtruckfeeds.com, either prior to the date of an Event or at least 5 days from the date of notification from the insurance carrier, whichever is earlier, that there has been a cancellation or material change in any of the Food Truck’s insurance policies. Cancellation of any of the Food Truck’s insurance policies shall result in the Food Truck’s removal from the Event. Except where prohibited by law, the Food Truck shall require its insurer to waive all rights of subrogation against Company’s insurers and Company with respect to the insurance coverages set forth in Section 13(a). Failure to provide the required certificate(s) of insurance or the insurance declaration page(s), if requested by the Client, prior to arriving at an Event will result in the following: (i) the Food Truck being removed from the Client’s premises; and (ii) the Food Truck being suspended from any and all future Services, including but limited to being removed from the list of food trucks on Company’s website and losing the ability to book any Events, in the Company’s sole discretion.

(c) The Food Truck shall provide to the Company updated certificate(s) of insurance on an annual basis.

14. Waiver. No waiver by Company of any of these Terms is effective unless explicitly set forth in writing and signed by Company. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

15. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms (except for any obligations of the Food Truck to make payments to Company hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemics, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; (g) strikes, labor stoppages, or slowdowns or other industrial disturbances; or (h) other similar events beyond the reasonable control of the Impacted Party; provided, however, a breakdown of the Food Truck shall not constitute a Force Majeure Event. The Impacted Party shall give written notice within 3 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 7 consecutive days following written notice given by it under this Section 15, Company may thereafter terminate the Services upon written notice to the Food Truck.

16. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have any express or implied right or authority to assume or create any obligation on behalf of, or in the name of, the other party to any contract, agreement, or undertaking with any third party. The parties acknowledge that these Terms are non-exclusive, and nothing is these Terms will not be construed to prevent Company from performing the Services for other persons or entities, or from advertising the Services to the public.

17. No Third-Party Beneficiaries; Assignment. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. The Food Truck may not assign or delegate any rights granted to the Food Truck by these Terms. Company may assign or delegate any rights granted to it by these Terms without restriction.

18. Governing Law; Venue; Attorneys’ Fees; WAIVER OF JURY TRIAL. These Terms, including, without limitation, their validity, construction, interpretation, enforcement, and the rights of the parties hereto with respect to the matters arising hereunder, are exclusively governed by and construed under the laws of the State of Arizona without regard to conflicts of laws principles. If there is any litigation, each party will be deemed to have submitted to the jurisdiction of the courts of the State of Arizona and will be deemed to have agreed that the courts of the State of Arizona will be the sole and exclusive forum for any litigation arising out of or which is based upon the provisions of these Terms and that venue in any such litigation will be in Maricopa County, Arizona. In the event any party to these Terms brings any action to enforce any provision hereof, to secure specific performance hereof, or to collect damages of any kind for any breach of these Terms, the prevailing party shall be entitled to all costs, all expenses arising out of or incurred by reason of such proceedings, and any reasonable attorneys’ fees expended or incurred in any such proceedings, and all such costs and expenses shall be included in the judgment or arbitration award, as the case may be. THE PARTIES EACH HEREBY WAIVES A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION RELATING TO THESE TERMS AND ACKNOWLEDGES THAT THIS WAIVER IS KNOWINGLY, FREELY AND VOLUNTARILY GIVEN, IS DESIRED BY THEM, AND IS IN THEIR RESPECTIVE BEST INTERESTS.

19. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at: (a) 1334 E. Chandler #5A03, Phoenix, AZ, 85048, if to Company; (b) the address set forth in the Food Truck’s online account with Company, if to the Food Truck; or (c) to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in these Terms, a Notice is effective only (i) upon receipt of the receiving party, and (ii) if the party giving the Notice has complied with the requirements of this Section 19.

20. Severability. If any of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other Terms or invalidate or render unenforceable such other Terms in any other jurisdiction.

21. Survival. Any of these Terms, which by their nature should apply beyond termination of the Services, will remain in force after any termination of the Services.

22. Changes to These Terms. Company may revise these Terms at any time. If Company revises these Terms, Company will give the Food Truck notice of any revisions in accordance with legal requirements. If the Food Truck does not agree to, or cannot comply with, any modified Terms, the Food Truck must stop using the Services. The Food Truck’s continued use of the Services after any such update constitutes the Food Truck’s binding acceptance of such changes. The Terms were most recently updated on the last modified date at the bottom of these Terms.

23. Dispute Resolution.

(a) In the event any dispute arises in connection with these Terms, the aggrieved party will provide the other party with a statement describing the dispute in reasonable detail, and the parties will use reasonable efforts, including telephone conferences or in-person meetings by representatives authorized to settle the dispute, to resolve the dispute within 10 business days. If any dispute cannot be so resolved within 10 business days, each party agrees that as a precondition to the initiation of arbitration (other than to compel compliance with this Section 23 or seeking temporary, preliminary, or permanent injunctive relief or any other form of equitable relief), the parties will submit the dispute to mediation by one mutually-agreed upon mediator and reasonably participate in such mediation. All offers, promises, conduct and statements, whether oral or written, made pursuant to this Section 23 by any of the parties, their agents, employees, experts and attorneys, and by the mediator, are confidential, privileged and inadmissible for any purpose, including impeachment, in any proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in informal negotiations or mediation.

(b) If any dispute between the parties cannot be resolved through informal negotiations or mediation set forth in Section 23(a), the parties shall submit the dispute, including the determination of the scope or applicability of this agreement to arbitrate, to binding arbitration to be held in person in Phoenix, Arizona. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “Rules”). There shall be a single arbitrator selected by mutual agreement of the parties, and in the absence of agreement, appointed according to the Rules. The parties agree to the exchange of information as provided under the Rules. The parties will conduct discovery as agreed to by the parties. Judgment on the award entered in the arbitration may be thereupon entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.