Partner terms
These Partner Terms ("Terms") govern the relationship between Parkday, Inc., a Delaware corporation ("Parkday," "we," "us"), and the restaurant, caterer, or food business that accepts them ("Partner," "you"). They cover food safety, allergens, compliance, insurance, liability, and related obligations for every order Partner fulfills through Parkday.
1. Acceptance
1.1 Partner agrees to these Terms by clicking "Accept Order," "I Agree," or a similar button that references these Terms, or by accepting, preparing, or fulfilling any order placed through Parkday.
1.2 The individual accepting these Terms represents that they are authorized to bind Partner. Partner is responsible for all acceptances and actions taken through its Parkday account, partner portal, order links, or devices.
1.3 Electronic acceptance has the same legal effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act and the New York Electronic Signatures and Records Act.
1.4 Parkday keeps records of each acceptance, including the version of these Terms accepted, the date and time, and the account or email used. These records are evidence that Partner accepted these Terms.
2. Relationship to Other Agreements
2.1 If Partner and Parkday have signed a separate written agreement (a "Signed Agreement"), the Signed Agreement controls to the extent it conflicts with these Terms. These Terms apply to any matter the Signed Agreement does not address.
2.2 Commission, pricing, payment schedules, invoicing, and other commercial terms ("Commercial Terms") are set out in the Signed Agreement, the order, or the Parkday partner portal. These Terms do not set Commercial Terms.
2.3 Order of precedence, from highest to lowest: (a) Signed Agreement; (b) Commercial Terms; (c) these Terms.
3. Orders
3.1 Each order will specify items, quantities, the pickup or delivery window, the location, and any special instructions, including dietary and allergen requirements.
3.2 Once Partner accepts an order, Partner will prepare it as specified and have it ready within the stated window.
3.3 Partner will notify Parkday immediately if it cannot fulfill any part of an order, needs to substitute an item, or expects a delay. Partner will not make substitutions without Parkday's approval, and will never substitute an item that is designated for an allergen or dietary requirement with one that does not meet that requirement.
4. Food Safety
4.1 Licensing. Partner will hold and maintain all permits, licenses, and certifications required to prepare and sell food in each market it serves, and will prepare all Parkday orders only in a licensed commercial kitchen.
4.2 Certified personnel. Partner will maintain a certified food protection manager and food handler certifications as required by applicable law.
4.3 Compliance with food codes. Partner will comply with all applicable federal, state, and local food safety laws and health codes, including those of New York City, San Francisco, Chicago, and any other market in which Partner fulfills orders.
4.4 Temperature control. Partner will hold hot food at 135°F or above and cold food at 41°F or below through the point of handoff, and will use packaging suited to maintaining safe temperatures during transport.
4.5 Packaging and labeling. Partner will use food-grade, sealed, tamper-evident packaging. Each individually packaged meal will be labeled with the item name, Partner's name, and the major allergens it contains. Catering orders will be labeled by dish, with allergens and time of preparation.
4.6 Staff health. Partner will exclude or restrict ill food workers as required by applicable food codes.
4.7 Inspections and enforcement. Partner will notify Parkday within two (2) business days of any failed inspection, letter grade below "A" where grades apply, closure order, permit suspension or revocation, or other health or food safety enforcement action.
4.8 Verification. On request, Partner will provide copies of current permits, recent inspection results, and certificates of insurance. Parkday may conduct reasonable food safety checks, including at pickup, and may refuse any order that appears unsafe.
5. Allergens and Ingredient Information
5.1 Partner will provide complete and accurate ingredient and allergen information for every menu item offered through Parkday, covering at a minimum the major food allergens recognized under U.S. law: milk, eggs, fish, crustacean shellfish, tree nuts, peanuts, wheat, soybeans, and sesame.
5.2 Partner will update that information before any change to a recipe, ingredient, or supplier that affects allergens or dietary designations takes effect. Parkday, its clients, and their employees rely on this information.
5.3 Partner will disclose known cross-contact risks, including shared equipment, fryers, or preparation surfaces.
5.4 Partner will honor the allergen and dietary designations on each order. If Partner cannot safely meet a designation, it will decline that item rather than fulfill it.
5.5 Parkday may display, reformat, and tag Partner's menu and ingredient information, including through automated or AI-assisted tools. Partner remains responsible for the accuracy of the underlying information it provides and will review its Parkday listings when asked.
6. Incidents and Recalls
6.1 Partner will notify Parkday within twenty-four (24) hours of learning of any reported or suspected foodborne illness, allergic reaction, foreign object, or injury connected to food supplied through Parkday, or of any recall affecting an ingredient used in Parkday orders.
6.2 Partner will cooperate with Parkday and public health authorities in any investigation, and will preserve relevant records and, where available, food samples.
6.3 Parkday may pause orders, withdraw menu items, and notify affected clients and users as it reasonably considers necessary to protect health and safety. Except where required by law, Partner will coordinate with Parkday before contacting Parkday's clients or users about an incident.
7. Personnel, Delivery, and Conduct
7.1 Partner is solely responsible for its personnel, including wages, taxes, benefits, workers' compensation, and compliance with all applicable labor and employment laws.
7.2 Food remains Partner's responsibility until handoff to Parkday, its courier, or the client. Partner remains responsible for any claim arising from preparation, ingredients, labeling, or allergen information, whenever the claim arises.
7.3 If Partner's personnel deliver orders, Partner will ensure that drivers are properly licensed and insured, and that its personnel follow client building rules, security procedures, and standards of professional conduct.
8. Insurance
8.1 Partner will maintain, at its own expense, at least the following insurance at all times while it participates on Parkday:
(a) commercial general liability insurance with a single limit of $1,000,000 per occurrence and $2,000,000 in the aggregate; and
(b) workers' compensation insurance consistent with statutory limits, including employer's liability insurance of not less than $1,000,000 per occurrence covering all employees.
8.2 Partner will name Parkday, Inc. as an additional insured on each such policy and will provide a certificate of insurance within ten (10) business days of Parkday's request.
8.3 Specific clients may require additional coverage. Parkday will notify Partner of any such requirement before an order is scheduled.
9. Independent Relationship
Partner is an independent business. Nothing in these Terms creates an employment, agency, partnership, franchise, or joint venture relationship. Partner controls its own methods of food preparation. Parkday does not prepare or cook food.
10. Brand, Marketing, and Content
10.1 Partner grants Parkday a non-exclusive, royalty-free, worldwide license to use Partner's name, logos, trademarks, menu descriptions, and photographs to list, promote, and market Partner and Parkday's services. This license lasts while Partner participates on Parkday. Parkday may continue to use materials created during that period for archival and historical purposes.
10.2 Partner represents that it owns or has the right to license all content it provides to Parkday, and that Parkday's use of that content as permitted here will not infringe any third party's rights.
10.3 Parkday owns its platform, software, brand, and the data generated through its services. Partner receives no rights in them except as needed to fulfill orders.
11. Confidentiality and Personal Information
11.1 Partner will keep confidential all non-public information it receives through Parkday, including client identities and contacts, order volumes, pricing, Commercial Terms, and platform features, and will use it only to fulfill orders.
11.2 Partner may receive personal information about users, including names, office locations, and dietary or allergy details. Partner will use this information only to fulfill orders; protect it with reasonable safeguards; not sell it, market to users with it, or retain it longer than needed; comply with applicable privacy laws; and notify Parkday promptly of any unauthorized access to it.
11.3 Non-circumvention. While Partner participates on Parkday and for twelve (12) months afterward, Partner will not solicit or accept, directly or through a third party, workplace meal or catering business from any Parkday client that Partner first served through Parkday, without Parkday's written consent.
12. Compliance with Law
Partner will comply with all laws applicable to its business and its performance under these Terms, including food safety, health, labor, tax, anti-discrimination, and consumer protection laws.
13. Indemnification
13.1 Partner will defend, indemnify, and hold harmless Parkday and its officers, employees, and agents from and against third-party claims, losses, damages, and liabilities, including reasonable attorneys' fees, arising from: (a) foodborne illness, allergic reaction, or injury attributable to food Partner prepared or supplied; (b) inaccurate or incomplete ingredient or allergen information Partner provided; (c) Partner's violation of law or failure to hold required permits; (d) negligence or misconduct of Partner's personnel; or (e) any claim that content Partner provided infringes a third party's rights.
13.2 Parkday will defend, indemnify, and hold harmless Partner from and against third-party claims arising from: (a) Parkday's gross negligence or willful misconduct; or (b) any claim that Parkday's platform or brand, as provided by Parkday, infringes a third party's rights.
13.3 The indemnified party will give prompt notice of the claim, allow the indemnifying party to control the defense, and cooperate reasonably. The indemnifying party will not settle a claim in a way that imposes obligations on the indemnified party without its consent.
14. Limitation of Liability
14.1 Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, even if advised of their possibility.
14.2 Parkday's total liability under these Terms will not exceed the amounts payable by Parkday to Partner for orders in the three (3) months before the event giving rise to the claim.
14.3 These limits do not apply to indemnification obligations, breach of Section 11, gross negligence or willful misconduct, or liability for bodily injury or illness.
15. Suspension and Termination
15.1 Either party may stop participating on thirty (30) days' written notice, unless a Signed Agreement provides otherwise.
15.2 Parkday may suspend or terminate Partner immediately for a food safety concern, a lapsed or suspended permit, a failed inspection, an unreported incident, or a material breach of these Terms.
15.3 Partner will complete orders accepted before termination unless doing so would be unsafe or Parkday instructs otherwise.
15.4 Sections 5.5, 6, 7.2, 10.2, 10.3, 11, and 13 through 18 survive termination.
16. Changes to These Terms
Parkday may update these Terms. Parkday will notify Partner of material changes by email or through the partner portal at least fifteen (15) days before they take effect, and may ask Partner to accept the updated version with its next order. Accepting any order after the effective date constitutes acceptance of the updated Terms. Changes do not apply to orders accepted before the effective date.
17. Assignment
Partner may not assign these Terms without Parkday's written consent. Parkday may assign these Terms without consent, including to an affiliate or to a successor in connection with a merger, acquisition, reorganization, change of control, or sale of all or substantially all of its assets or of the business to which these Terms relate. These Terms bind and benefit the parties and their permitted successors and assigns.
18. General
18.1 Governing law and venue. These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles. The state and federal courts located in New York County, New York, have exclusive jurisdiction over any dispute, and each party consents to that jurisdiction.
18.2 Notices. Parkday may give notice to the email address on Partner's account or through the partner portal. Partner may give notice to app@heyparkday.com.
18.3 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, except that Partner's food safety obligations for any food it actually prepares or supplies are not excused.
18.4 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain in effect.
18.5 No waiver. Failure to enforce a provision is not a waiver of it.
18.6 Entire agreement. These Terms, together with any Signed Agreement and Commercial Terms, are the entire agreement between the parties on their subject matter.
