restaurant experiences with seamlessweb?

June 7, 2011 9:49 AM

have you worked at a restaurant that uses seamlessweb for lunch deliveries to office buildings?

i'm doing consulting work for a new restaurant that's in the downtown area of a big city that's not new york, near most of the big office buildings, and am considering signing them for seamlessweb to do lunch deliveries during the week. googling opinions on seamlessweb from the point of view of restaurateurs hasn't been very fruitful, so i'd love to hear what it's like to work with seamlessweb. what are the upsides and downsides? are there any things you wish you knew before signing up with them? tips and tricks to making the most of using them?

also: am i wrong to be squicked out about this "perpetual, exclusive" part of their partnership agreement? "Notwithstanding anything in this Agreement to the contrary, in consideration of the services provided by SW, including but not limited to the Services and the use of the Systems, Restaurant hereby irrevocably grants SW a perpetual, exclusive, royalty-free world-wide license to use Restaurant’s trademarks, logos, names and menus for purposes of display to retail customers and Customers via the Internet, satellite transmission, cable television and all other electronic means. It is expressly intended by both parties that SW shall be entitled, at SW’s option, to enforce such license directly against third parties."

anonymous because i don't want seamlessweb associating this question with me or my clients!

posted by anonymous to food & drink (3 answers total)

I am not your lawyer, I am probably not licensed to practice law in your jurisdiction, and this is not legal advice, but is my personal take on signing contracts for services. Consult a competent attorney in your jurisdiction for any and all questions about contracts.

Yeah, that clause is overbroad for what I would imagine a restaurant actually intends. I'm not sure how you feel about alternatives to SeamlessWeb, but I would strike "irrevocably", "perpetual", and "exclusive" as well as the final sentence in your quote. It's fine to agree that SeamlessWeb should be the only way for your restaurant to allow orders to be placed online, but the clause doesn't actually say that: it says that SW shall have an irrevocable exclusive license to show the restaurant's branding to retail customers (and "Customers" as apparently elsewhere defined). Whether that's enforceable in your jurisdiction is beside the point, because ideally you're avoiding an enforceability contest entirely and preserving a working business elationship.

I'm not sure who you're working with at SW, if any specific person, but it's not uncommon for start-ups (even major start-ups) to have someone play cut-and-paste lawyer for a day when drawing up service agreements rather than hire competent attorneys.

If I were contemplating something like that, I would not sign it, but send the document back red-lined with all the overbroad stuff struck and sentences changed to be grammatically correct. I would specifically indicate that I reserve my own approval of the arrangement until SW responds and agrees to the changes. I've done this recently with service providers that have provided a service to my family's business and experienced little resistance because people are interested in making money and not pissing off customers.

I think the problem you're facing is pretty common, but I would refuse on principle to sign an overbroad or sloppily drafted contract even if I were impressed with the company's offerings. Good fences, etc.

If you do run into pushback, or over-broadness is a recurring problem in the contract and associated documents, please speak to an attorney and/or take your money elsewhere.
posted by Inspector.Gadget at 10:13 AM on June 7, 2011 [2 favorites]

The boilerplate grant for this kind of license is non-exclusive -- i.e., the licensee can use your client's logo, but so can any other service your client might use for delivery or other business purposes, unless your client is contracting SW to be its sole provider of internet services of all sorts (unlikely). IANYL but you might want to ask your client's salesperson at SW about what business purpose that clause is intended to serve and take that logic past your client's lawyer.
posted by MattD at 11:04 AM on June 7, 2011

Is the license a click-through that's part of an electronic signup, or one that was sent to you from a representative? Here's your informal rule of thumb- any license agreement that's sent to you personally is fair game for markup. IANAL, but the exclusivity clause seems overly broad. Send it back with the clause struck out.
posted by mkultra at 12:25 PM on June 7, 2011