What is the 'Platform Usage Agreement' in relation to the Del Taco franchise?

Services Agreement dated December 14, 2018 (including attachments, consisting of, among other things, that certain MSA dated May 31, 2019) (the "MSA") with Ceridian HCM, Inc. ("Ceridian") pursuant to which Ceridian will provide to Del Taco and its franchisees certain software modules and services intended to assist Del Taco and its franchisees in performing certain human resource functions in connection with the operation of their respective businesses (such modules and services to be referred to herein as the "Platform").

WHEREAS, these functions include, among others, payroll, benefits, time and attendance, scheduling, compensation management, performance management, document management, recruiting, dashboards, succession planning, unemployment compensation, employment/salary verification, and education.

WHEREAS, Del Taco and the Franchisee have entered into the Franchise Agreements listed on Exhibit A to this Amendment (the "Franchise Agreements") for the locations specified on Exhibit A (the "Units").

WHEREAS, Del Taco wishes to offer to Franchisee and Franchisee wishes to receive the opportunity to use and receive the benefits of the Platform from Ceridian and to obtain the favorable terms relating thereto and contained in the MSA.

In consideration of the mutual covenants contained herein, the Company and Franchisee agree as follows:

• 1. PARTICIPATION. PROVIDED FRANCHISEE IS IN FULL COMPLIANCE WITH THE TERMS OF THIS AGREEMENT AND THE FRANCHISE AGREEMENT, DEL TACO SHALL DESIGNATE FRANCHISEE AS AN "AFFILIATE" UNDER THE MSA, THUS MAKING FRANCHISEE ELIGIBLE TO USE AND RECEIVE THE BENEFITS OF THE PLATFORM FROM CERIDIAN IN CONNECTION WITH THE OPERATION OF THE RESTAURANT. FRANCHISEE SHALL ENTER INTO SUCH AGREEMENT(S) AND ORDER FORM(S) AS MAY BE PRESCRIBED BY CERIDIAN AND APPROVED BY DEL TACO FOR FRANCHISEE'S USE OF THE PLATFORM (THE "PLATFORM USAGE AGREEMENT"). FRANCHISEE SHALL UTILIZE THE PLATFORM ONLY THROUGH AND FOR THE OPERATION OF THE RESTAURANT.
• 1. COMPLIANCE WITH THIS AGREEMENT, FRANCHISE AGREEMENT AND PLATFORM USAGE AGREEMENT. FRANCHISEE SHALL AT ALL TIMES COMPLY WITH THIS AGREEMENT, THE FRANCHISE AGREEMENT, THE PLATFORM USAGE AGREEMENT AND ALL RULES, REGULATIONS, STANDARDS, SPECIFICATIONS AND PROCEDURES DESIGNATED FROM TIME TO TIME BY CERIDIAN IN CONNECTION WITH FRANCHISEE'S USE OF THE PLATFORM, INCLUDING WITHOUT LIMITATION THE CERIDIAN TIME CLOCK AND ALL APPLICATIONS. IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT OR THE FRANCHISE AGREEMENT AND THE PLATFORM USAGE AGREEMENT OR CERIDIAN'S RULES, REGULATIONS, STANDARDS, SPECIFICATIONS OR PROCEDURES WITH RESPECT TO THE PLATFORM, THIS AGREEMENT AND THE FRANCHISE AGREEMENT SHALL CONTROL.

• 1. DEL TACO PERFORMANCE. Del Taco shall have the right, but not the obligation, to (1) collect any and all fees owing from Franchisee to Ceridian, for transmittal to Ceridian or its designees on behalf of Franchisee, and (2) communicate with Ceridian on behalf of Franchisee regarding the Platform and the Program Usage Agreement. With respect to Section 3.(2) above, Del Taco shall have the right to designate an individual or entity, which may be an employee of Del Taco, to serve as an administrator of the Platform on behalf of Franchisee and/or other franchisees of Del Taco. The administrator shall have such access to Franchisee's computer system, including without limitation all files and data regarding Franchisee's use of the Platform as the administrator deems necessary to perform the functions thereof. Del Taco shall have no fiduciary obligation to Franchisee and shall have the right to exercise its business judgement, as further described in Section 13 below, regarding the exercise of its rights described in this Section.
• 1. FRANCHISEE PERFORMANCE. Franchisee shall pay such fees to Del Taco in such manner as Del Taco may prescribe, and purchase, lease or otherwise acquire the right to use such equipment, hardware, software and services as Del Taco may prescribe from time to time in order to use the Platform. Franchisee acknowledges and agrees that, as of the Effective Date, such fees include, without limitation, the following:
  • 1. Franchisee shall pay a monthly fee of One Hundred and Nine Dollars and Seventy-Five Cents ($109.75).
  • 1. Franchisee shall purchase from Del Taco a Ceridian Time Clock (wall mounted). The current price thereof is Two Thousand Nine Hundred Ninety-Seven Dollars and Fifty Cents ($2,997.50).
  • 1. Franchisee shall pay to Del Taco an annual maintenance/subscription fee for the Ceridian Time Clock. The current amount of such fee is Five Hundred Seventy-Seven Dollars and Fifty Cents per year ($577.50).
  • 1. Franchisee shall pay to Del Taco a reasonable installation fee for the Ceridian Time Clock.
• 1. CERIDIAN PERFORMANCE; NO WARRANTIES. FRANCHISEE AGREES AND ACKNOWLEDGES THAT DEL TACO MAKES NO WARRANTIES RELATED TO (I) THE COMPANY OPERATION OF THE PLATFORM (II) CERIDIAN'S PERFORMANCE RELATING TO OR ARISING FROM THE PLATFORM, (III) MERCHANTABILTY, (IV) FITNESS FOR A PARTICULAR PURPOSE, OR (V) NONINFRINGEMENT. FRANCHISEE AGREES AND ACKNOWLEDGES THAT THE COMPANY'S AND CERIDIAN'S EXERCISE OF ANY RIGHTS CONTAINED IN OR GRANTED BY OR THROUGH THE MSA SHALL NOT BE DEEMED TO CONSTITUTE A BREACH OF THIS AGREEMENT OR OTHERWISE RESULT IN ANY LIABILITY TO THE COMPANY.

Source: Item 23 — RECEIPTS (FDD pages 59–325)