Sweetgreen Outpost Terms and Conditions
Last Updated: July 15, 2020
These Sweetgreen Outpost terms and conditions (these “Terms”) are a condition of doing business between Sweetgreen, Inc (“sweetgreen”) and the Sweetgreen Outpost Partner (“Partner”) for the setting up of a Sweetgreen Outpost with Partner (the “Outpost”) at the designated location as mutually agreed between Sweetgreen and Partner (the “Outpost Location”), and delivering Sweetgreen products to the Outpost.
- Installation of Outpost Assets. The parties may mutually agree on the installation of certain shelving and/or signage at the Outpost Location (the “Outpost Assets”). Title to all Outpost Assets (and all other tangible and intangible property provider by sweetgreen) will remain with sweetgreen. Partner agrees that during the term of these Terms: (i) the installation and ongoing operation of the Outpost Assets are permitted under applicable laws and Partner’s real property lease agreement, (ii) Partner has all permits and/or licenses required under applicable law to maintain the Outpost Assets, (iii) the Outpost Assets shall only be used for sweetgreen food and other products (and no other products), and (iv) the Partner shall not partner or agree with any other third party restaurant or food provider (other than any food delivery network) to install or maintain any assets or concepts that are similar to the Outpost at the Outpost Location.
- Delivery. Partner will use commercially reasonable efforts to support the logistics for delivery to the Outpost Assets, including reasonable access to the Outpost Assets, badge access if necessary, or a Partner representative to enable deliveries. Sweetgreen (either itself, or through a third party contractor) will deliver salads to the Outpost Location on mutually designated days at or around a mutually agreed time (subject to issues outside of sweetgreen’s control, e.g., inability of delivery services to fulfill orders due to closure, etc.). The contract for delivery services is solely between the sweetgreen app user and sweetgreen.
- Consideration. Unless the parties have otherwise agreed on a monthly or other subscription fee, neither party shall be obligated to pay additional consideration other than as set forth herein.
- Term. These Terms shall continue until terminated in accordance with this paragraph. Either party may terminate these Terms at any time for any or no reason, through written notice to the other party, with termination effective thirty (30) days after such notice. In addition, either party may terminate these Terms immediately through written notice to the other party, in the event of the other party’s material breach of these Terms. In the event of termination or expiration for any reason, then sweetgreen may remove the Outpost Assets (and Partner shall permit such removal). Payment obligations and the provisions of paragraph 6 and 7 shall survive expiration or termination.
- Confidentiality. To the extent a party (“Discloser”) discloses to the other party (“Recipient”) information in connection with these Terms, which is either marked as confidential (or words of similar import) or is of a nature or disclosed in such a manner as would put a reasonable person on notice as to the confidential or proprietary nature of the information (collectively “Confidential Information”), the Recipient will protect such Confidential Information from unauthorized use, access or disclosure in the same manner as Recipient protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, the Recipient may use the Discloser’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information (a) solely to Recipient’s employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; or (b) as reasonably necessary to comply with any applicable law or regulation. The provisions of this paragraph 6 shall control over any non-disclosure agreement previously entered into by the parties. The foregoing restrictions shall not apply to information that: (i) is publicly known at the time of disclosure or subsequently becomes publicly known other than through a breach of this paragraph 6; (ii) is lawfully received by Recipient from a third party not subject to confidentiality terms with the Discloser with respect to such information; (iii) was independently developed by the Recipient without reference to the Discloser’s Confidential Information, as established by the written records of the Recipient, or (iv) is required to be disclosed under a legal requirement, provided that, in the case of subsection (iv), the Recipient shall: (A) give the Discloser reasonable written notice prior to disclosure pursuant to such requirement (unless prohibited by such requirement); (B) use diligent efforts to limit disclosure and to obtain confidential treatment or a protective order and allow the Discloser to participate in the proceeding; and (C) comply with any applicable protective order or equivalent.
- Additional Terms. To the extent permitted by applicable law: (i) other than as set out above, neither party makes any (and disclaims all) representations or warranties to the other; (ii) neither party shall have any liability for any indirect, consequential or similar damages, or for direct damages in excess of One Thousand Dollars (regardless of the number of claims). Sweetgreen shall maintain the insurance requirements set forth in Exhibit A. These Terms shall be governed by the internal laws of the State of California, and venue for any dispute hereunder shall be in Los Angeles County, California. These Terms may be amended only through a written instrument executed by both parties. Notices hereunder shall be given to the addresses stated above.
- Paid Stipend Terms. Paragraph 8 is applicable only if sweetgreen and Partner have otherwise agreed that the Partner will provide a stipend value to its employees for ordering products from Sweetgreen through the Outpost. The parties agree that Partner shall provide a sweetgreen credit in the amount agreed upon by the parties on the days of the week agreed by the parties (the “Outpost Credit”) to all Partner employees who are employed at the applicable Outpost Location (the “Outpost Partner Employees”) who sign up for a sweetgreen account via sweetgreen’s website or mobile app solely using a Partner work email address. Partner shall furnish sweetgreen with the following information regarding each Outpost Partner Employee: (i) employee first and last name and (ii) a Partner work email addresses (the “Outpost Partner Employee File”). Partner shall be solely responsible for updating the Outpost Partner Employee File from time to time. Partner shall ensure that it has secured all necessary rights for sweetgreen and its service providers to use the information contained in the Outpost Partner Employee File for the purposes set forth in these Terms. With the prior consent of Partner (which may be via email), Partner authorizes and approves sweetgreen to use information in the Outpost Partner Employee File for marketing the Outpost and/or the Outpost Credit to Outpost Partner Employees. The Outpost Credit will be accessible by Outpost Partner Employees who have signed up for a sweetgreen account via sweetgreen’s website or mobile app solely using a Partner work email address after processing by sweetgreen of the most recent Outpost Partner Employee File. Each individual Outpost Credit will expire daily at 12 pm (local time for such Outpost), or as otherwise agreed by the parties. For the avoidance of doubt, sweetgreen shall not be responsible for any errors or inaccuracies in the Outpost Partner Employee File and any employee on such Outpost Partner Employee File shall be eligible for Outpost Credit (even if such employee is no longer employed by Partner). Promptly after the end of each calendar month, sweetgreen will provide Partner with a report which will contain the following information for such prior calendar month: (i) total aggregate dollar amount of Outpost credits, (ii) total number of Outpost orders, (iii) itemized dollar amount of Outpost credits per day per account (listed by company work email address). Partner shall not (i) “sell” (as defined in the California Consumer Privacy Act of 2018 (as amended from time to time, the “CCPA”)) Personal Data made available by sweetgreen or (ii) retain, use, or disclose any Personal Data for any purpose other than for the specific purpose of reimbursing sweetgreen for the Outpost Credits, including retaining, using, or disclosing the Personal Data for a commercial purpose (as defined in CCPA) other than issuing the reimbursements. For the avoidance of doubt, the foregoing prohibits Partner from retaining, using or disclosing Personal Data outside of the direct business relationship between sweetgreen and Partner. Each party hereby certifies that it understands the obligations under this paragraph and will comply with them. Promptly, but in any event within 15 days of receiving such report, Partner shall reimburse sweetgreen for the entire aggregate amount of Outpost Credits via wire instructions to the account as designated by sweetgreen or, at sweetgreen’s option, sweetgreen will charge Partner on a monthly recurring basis in advance by automatically billing the payment method that is on file.
Sweetgreen shall maintain the following coverages. Sweetgreen shall furnish upon request of Partner, Certificates of Insurance evidencing such coverage.
I. WORKERS COMPENSATION
(A) Statutory Workers Compensation in accordance with the law.
(B) Employers Liability Insurance with the following limits: $1,000,000.00 each accident; $1,000,000.00 disease each employee; $1,000,000.00 disease policy limit.
II. COMMERCIAL GENERAL LIABILITY
Commercial General Liability (CGL) – Written on an occurrence basis applicable to the services contemplated under these Terms.
– Additional Insureds: Upon written request, Partner shall be included as additional insureds under sweetgreen’s Commercial General Liability policy.
– Additional insured coverage procured by sweetgreen shall be primary and non-contributory.
– Sweetgreen is responsible for notifying its insurance carriers in the event of a loss or a potential loss involving any of the additional insureds.
– The CGL coverage which shall respond to claims for bodily injury and/or property damage must provide for an each occurrence limit of $1,000,000.00 and aggregate limit of $2,000,000.00.
III. COMMERCIAL AUTOMOBILE
Including all owned, leased, hired and non-owned automobiles with a combined single limit for bodily injury and/or property damage of at least $1,000,000.00 per accident. The limit may be provided through a combination of primary and umbrella/excess liability policies.