Terms of Service (US)

(General Terms and Conditions — B2B)

Butlaroo Inc.
Last modified: March 28, 2026

1. Definitions

In these Terms of Service (these "Terms"), the following terms shall have the meanings set out below:

1. "Provider": Butlaroo Inc., a Delaware corporation, with its principal place of business at 228 East 45th Street, Suite 9E, New York, NY 10017, United States, hereinafter also referred to as "Butlaroo," "Company," "we," "us," or "our."

2. "Client": any business entity, limited liability company, corporation, partnership, sole proprietorship, or natural person acting in the course of trade, business, or profession who enters into or wishes to enter into an Agreement with the Provider, hereinafter also referred to as "you," "your," or "Customer." For the avoidance of doubt, the Client is not a consumer.

3. "Service(s)": all SaaS services provided or to be provided by the Provider to the Client, including but not limited to: QR ordering solutions, kiosk systems, click & collect, online ordering, payment solutions (payments), point-of-sale systems (POS), kitchen display systems (KDS), and all associated software, functionalities, modules, integrations, and support.

4. "Agreement": any agreement between the Provider and the Client regarding the provision of Services, including any exhibits, schedules, statements of work, Service Level Agreements (SLAs), order forms, and order confirmations, together with these Terms.

5. "Platform": the software environment managed by the Provider (including web applications, mobile applications, APIs, and dashboards) to which the Client is granted access in connection with the Services.

6. "User": any natural person who uses the Platform on behalf of or for the benefit of the Client.

7. "Content": all data, files, images, texts, menus, product information, and other materials that are placed on or processed through the Platform by or on behalf of the Client.

8. "Personal Data": any information relating to an identified or identifiable natural person, as defined under applicable privacy and data protection laws, including but not limited to the California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), and, where applicable, the General Data Protection Regulation (GDPR).

9. "Intellectual Property Rights": all intellectual property and proprietary rights, including without limitation copyrights, trademarks, service marks, trade names, patents, trade secrets, know-how, database rights, and design rights, whether registered or unregistered.

10. "Written" or "In Writing": by letter, email, or by any other electronic means of communication supported by the Provider.

11. "Business Days": Monday through Friday, excluding federal holidays recognized in the United States.

2. Applicability

1. These Terms apply to all offers, proposals, quotations, agreements, and deliveries of Services by the Provider to the Client.

2. The applicability of any purchase orders, terms and conditions, or other terms of the Client is expressly rejected and shall have no force or effect, regardless of whether such terms are included in any document submitted by the Client.

3. Deviations from these Terms are only valid if expressly agreed upon In Writing and signed by an authorized representative of the Provider.

4. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed from these Terms, and the remaining provisions shall continue in full force and effect.

5. The Provider reserves the right to unilaterally amend or supplement these Terms at any time in its sole discretion. Amendments shall be communicated to the Client at least thirty (30) days before the intended effective date via email, a notification in the Platform (dashboard), or publication on the Provider's website.

6. If the Client does not object In Writing to the amendment before the effective date, the amended Terms shall be deemed accepted. Continued use of the Platform or the Services after the effective date shall also constitute acceptance of the amended Terms.

7. If the Client objects In Writing to an amendment, the parties shall enter into good-faith consultation. If the parties do not reach agreement within thirty (30) days, the Provider shall be entitled to terminate the Agreement with a notice period of thirty (30) days. During the notice period, the previous Terms shall remain in effect.

8. The most recent version of these Terms is available at all times on the Provider's website. The Provider maintains an archive of previous versions with the corresponding effective date.

3. Offers and Formation of the Agreement

1. All offers, proposals, and quotations of the Provider are non-binding and subject to change, unless expressly stated otherwise In Writing.

2. An Agreement is formed at the earliest of the following: (a) the moment the Client accepts an offer or quotation of the Provider In Writing; (b) the moment the Provider confirms a registration or order from the Client In Writing; or (c) the moment the Provider actually commences the performance of the Services.

3. Additions or amendments to the Agreement are only binding upon Written confirmation by both parties.

4. The Agreement consists of the following documents, which in the event of any conflict shall be interpreted in the order of precedence set out below, with the higher-ranked document prevailing:

   • the individual agreement, quotation, or Order Form;

   • any product-specific terms and conditions;

   • any agreed Service Level Agreement (SLA);

   • the Data Processing Addendum (DPA);

   • these Terms.

4. Service Provision

1. The Provider grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform and the Services for the duration of the Agreement, solely for the Client's internal business purposes.

2. All obligations of the Provider under the Agreement and these Terms are commercially reasonable efforts obligations and not guarantees of result, unless expressly agreed otherwise In Writing by an authorized officer of the Provider.

3. The Provider is entitled to have the Services performed (in whole or in part) by third parties, including subcontractors and affiliates, without requiring the prior consent of the Client.

4. The Provider is at all times entitled to modify, expand, restrict, temporarily suspend, or permanently discontinue the Platform and the Services in whole or in part, including but not limited to modifying, adding, or removing functionalities, modules, features, user interfaces, and APIs. The Provider may do so for any reason whatsoever, including but not limited to technical, commercial, strategic, or operational considerations, or to comply with applicable laws and regulations.

5. The Provider shall make commercially reasonable efforts to inform the Client in advance of material changes to the Services, but failure to do so shall not affect the Provider's right to implement changes and shall not give rise to any liability.

6. The implementation of changes to the Services shall not entitle the Client to compensation, restitution, or termination of the Agreement, unless the change results in a lasting and material limitation of the core functionality of the Services and the Provider does not offer a suitable alternative within a reasonable period.

7. The Platform is provided on an "as available" basis. While the Provider uses commercially reasonable efforts to maintain the availability of the Platform, the Provider does not warrant or guarantee any specific level of availability or uptime.

8. The Client acknowledges and agrees that the Platform may be temporarily wholly or partially unavailable and that the Provider is not liable for loss of revenue, missed orders, reputational damage, or any other damage suffered by the Client as a result of unavailability or reduced performance of the Platform, regardless of the cause thereof. The Client shall at all times ensure an alternative working method (including manual order processing and cash payments) in the event that the Platform is unavailable.

5. Use of the Platform

1. The Client is responsible for the use of the Platform by its Users and shall ensure that such use is in accordance with these Terms and applicable laws and regulations.

2. The Client shall ensure the confidentiality and proper management of login credentials and access codes. The Provider is not liable for damage resulting from unauthorized use of login credentials.

3. The Client shall not, and shall not permit any User or third party to:

   • use the Platform for any unlawful purpose or in violation of any applicable law, regulation, or ordinance;

   • circumvent, disrupt, or test the security of the Platform without prior Written consent;

   • reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform;

   • make the Platform available to third parties other than for its intended use;

   • deploy automated systems (bots, scrapers, crawlers) that disproportionately burden the Platform;

   • place Content that infringes on the rights of third parties, is unlawful, or is misleading;

   • use the Platform in any manner that could damage, disable, overburden, or impair the Platform;

   • access or use the Platform to build a competitive product or service.

4. The Provider is entitled to monitor the use of the Platform for the purposes of security, maintenance, and compliance with these Terms.

5a. Fair Use

1. The Client shall use the Platform in accordance with the fair use policy maintained by the Provider. Reasonable use means use that, in nature and scope, is appropriate for the subscription or service package purchased by the Client and that does not disproportionately burden the Platform, the infrastructure, or the service provision to other clients.

2. The Provider is entitled to set and adjust limits on the use of the Platform, including but not limited to the number of transactions, orders, API calls, User accounts, locations, data points, or storage space, at its sole discretion.

3. If the Client exceeds the fair use policy or disproportionately burdens the Platform, the Provider is entitled, at its sole discretion, to:

   • request the Client to reduce usage to a reasonable level;

   • restrict, throttle, or suspend the use of the Platform in whole or in part;

   • charge additional fees for the excess usage;

   • adjust the Agreement to a suitable subscription or service package;

   • terminate the Agreement if the Client does not reduce excessive usage within a reasonable period after Written notice.

4. The Provider shall notify the Client before taking measures as referred to in paragraph 3, unless the nature or urgency of the situation requires immediate action.

5b. Acceptable Use — Content and Materials

1. The Client is solely responsible and liable for all Content that it or its Users place on the Platform, including but not limited to menus, product descriptions, prices, images, logos, allergen information, and nutritional information.

2. The Client represents and warrants that the Content:

   • is accurate, complete, and not misleading;

   • does not infringe on Intellectual Property Rights or other rights of third parties;

   • complies with all applicable federal, state, and local laws and regulations, including regulations concerning food safety, allergen disclosure, consumer protection, and price indication;

   • does not contain any unlawful, defamatory, discriminatory, threatening, obscene, or otherwise objectionable content.

3. The Provider is in no way responsible or liable for the accuracy, completeness, or lawfulness of the Client's Content, nor for damage suffered by third parties (including consumers or end users) as a result of inaccurate, incomplete, or misleading Content, including expressly but not limited to incorrect allergen information, inaccurate product descriptions, or the use of copyrighted material.

4. The Client shall defend, indemnify, and hold harmless the Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to the Client's Content, including claims relating to health damage caused by incorrect allergen information, infringement of Intellectual Property Rights, unfair or deceptive trade practices, and violation of consumer law.

5. The Provider is entitled to remove, block, or modify Content if, in the Provider's sole judgment, it is in conflict with these Terms, applicable laws and regulations, or the interests of the Provider, without this giving rise to any right to compensation for the Client.

5c. Role of the Provider, Relationship with End Users and Consumers

1. The Provider is exclusively a provider of technology services and makes the Platform available as a software solution for the benefit of the Client. The Provider is not a producer, supplier, distributor, importer, retailer, or hospitality operator and is not involved in the actual production, preparation, storage, delivery, or provision of the products and services that the Client offers to end users via the Platform. The role of the Provider is limited to providing the technical infrastructure through which the Client can offer its products and services and process orders and payments.

2. The contractual relationship regarding the sale and delivery of products and services to end users (including guests, visitors, and consumers) exists exclusively between the Client and the relevant end user. The Provider is not a party to this sales relationship and is not to be regarded as a (co-)seller, intermediary, agent, or broker vis-à-vis the end user. The role of the Provider vis-à-vis the end user is limited to technically facilitating the order and payment processing.

3. The Client is solely responsible and liable vis-à-vis end users for all aspects of the products and services offered by the Client, including but not limited to:

   • the quality, composition, and food safety of products;

   • compliance with all applicable federal, state, and local laws and regulations, including the Federal Food, Drug, and Cosmetic Act (FDCA), FDA regulations, USDA regulations, state health codes, and local health department requirements;

   • the accuracy and completeness of product information, allergen information, and nutritional information;

   • the pricing, delivery, and distribution of products and services;

   • the handling of complaints, returns, and warranty claims from end users.

4. The Provider bears no responsibility or liability whatsoever for the Client's compliance with hygiene regulations, food safety standards, permits, licenses, or other legal requirements.

5. The Client shall defend, indemnify, and hold harmless the Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to the Client's products, services, or Content, including but not limited to claims relating to product liability, health damage, allergic reactions, misleading practices, non-conformity, or violation of consumer rights.

6. If the Provider is held liable by an end user, regulator, or third party in connection with the Client's products, services, or Content, the Client shall immediately provide the Provider with all cooperation and shall compensate all damage, costs, and fines (including reasonable attorneys' fees and costs of defense).

5d. Permitted Product Categories

1. The Platform is intended exclusively for the sale of food, beverages, and related retail products that are customary in the hospitality, hotel, restaurant, bar, event, and retail sector (hereinafter: "Permitted Products").

2. The Client is not permitted to offer products or services via the Platform that do not fall under the Permitted Products, unless the Provider has granted prior express Written consent.

3. The Provider is at all times entitled to remove or block from the Platform, without prior notice, products or services that in the Provider's judgment do not fall under the Permitted Products or for which no Written consent has been granted, without this giving rise to any right to compensation for the Client.

4. In any event, the Client is not permitted to offer products or services via the Platform that:

   • are in conflict with applicable federal, state, or local laws and regulations;

   • require a license, permit, or exemption that the Client does not possess;

   • in the Provider's judgment could be harmful to the reputation of the Provider or the Platform;

   • infringe on the rights of third parties.

6. Obligations of the Client

1. The Client shall provide the Provider in a timely manner with all data, materials, and cooperation reasonably necessary for the performance of the Services.

2. The Client represents and warrants the accuracy, completeness, and reliability of the data and Content provided by it, even if such data originates from third parties.

3. The Client is solely responsible for complying with all applicable federal, state, and local laws and regulations, including but not limited to regulations in the field of consumer protection, food safety, price indication, fiscal obligations, labor law, and allergen information, when using the Services.

4. The Client is solely responsible for purchasing, installing, configuring, and maintaining all hardware, equipment, peripherals (including tablets, kiosks, receipt printers, payment terminals, routers, and network equipment), internet connections, operating systems, and browsers required for the use of the Platform. The Provider does not guarantee that equipment or third-party systems used by the Client are compatible with the Platform, unless expressly stated otherwise In Writing. The Provider is not liable for malfunctions, outages, delays, or missed orders resulting from deficiencies in the Client's hardware, equipment, internet connection, or other technical infrastructure.

5. If the Client fails to fulfill its obligations or fails to do so in a timely manner, and the performance of the Services is thereby delayed or impeded, the resulting costs and consequences shall be borne entirely by the Client.

7. Prices and Payment

1. All prices quoted by the Provider are in United States Dollars (USD) and exclusive of all applicable taxes, fees, and other government-imposed charges, unless expressly stated otherwise.

2. The Provider is at all times entitled to unilaterally amend the rates, including but not limited to subscription fees, transaction costs, processing fees, and other charges, in its sole discretion. Rate changes do not require a separate agreement or consent of the Client. Changes shall be communicated to the Client In Writing at least thirty (30) days before their effective date.

3. Notwithstanding paragraph 2, rate changes that are a direct consequence of changed rates or costs of payment service providers, payment schemes, acquirers, or regulators (pass-through costs), or of amended laws and regulations, may be implemented with immediate effect. The Provider shall notify the Client of such changes as soon as reasonably practicable.

4. If the Client does not agree with a rate change, the Client's sole and exclusive remedy is to terminate the Agreement as of the date on which the new rates take effect. Continued use of the Services after the effective date of the new rates shall constitute acceptance thereof.

5. Payment shall be made within fourteen (14) days of the invoice date, in the manner indicated by the Provider, unless otherwise agreed In Writing.

6. The Provider is entitled to invoice in advance and to apply automatic payment methods (including ACH debit and credit card charges), provided this has been agreed in the Agreement.

7. If payment is not received by the due date, the Client shall be in default and shall owe interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, compounded monthly. All reasonable costs of collection, including attorneys' fees and collection agency fees, shall also be borne by the Client.

8. The Client is not entitled to set off, deduct, or withhold any amounts from payment obligations owed to the Provider.

9. Taxes. The Client is solely responsible for determining, calculating, charging, collecting, reporting, and remitting all applicable taxes (including sales tax, use tax, excise tax, and any other applicable taxes) in connection with the products and services that the Client sells to end users via the Platform. The Provider bears no responsibility for the correct calculation or remittance of taxes by the Client.

10. Any tax calculations, summaries, or reports that the Platform makes available to the Client are for informational and indicative purposes only and are provided without any guarantee or warranty of accuracy or completeness. The Client must independently verify the accuracy of such calculations and is solely responsible for compliance with all applicable tax laws and regulations.

11. The Client shall defend, indemnify, and hold harmless the Provider from and against all claims, assessments, penalties, fines, interest, and costs (including reasonable attorneys' fees) arising from or related to the Client's failure to properly fulfill its tax obligations as referred to in this section.

8. Duration and Termination

1. The Agreement is entered into for the duration specified in the Agreement. In the absence of an explicit term, an initial term of twelve (12) months shall apply.

2. After expiry of the initial term, the Agreement shall automatically renew for successive periods of twelve (12) months, unless a party terminates the Agreement In Writing with a notice period of at least thirty (30) days before the end of the then-current term.

3. The Provider is entitled to terminate or suspend the Agreement in whole or in part with immediate effect if:

   • the Client is in breach of any obligation under the Agreement and fails to cure such breach within ten (10) days after Written notice (or immediately if the breach is incapable of cure);

   • the Client files for bankruptcy, makes an assignment for the benefit of creditors, has a receiver or trustee appointed, or becomes subject to any insolvency proceeding;

   • the Client's business is dissolved, wound up, or discontinued;

   • the Client uses the Platform in violation of Sections 5, 5a, or 5b of these Terms.

4. The Provider is additionally entitled to terminate the Agreement for business reasons, including but not limited to strategic reorientation, the discontinuation or restructuring of (part of) the Services, or other considerations, upon at least sixty (60) days' prior Written notice.

5. Upon termination of the Agreement for any reason, the Client's right to access and use the Platform shall immediately cease as of the date of termination.

6. If the Provider terminates the Agreement on the basis of paragraph 3 (attributable to the Client), fees already paid shall not be refunded. If the Provider terminates the Agreement on the basis of paragraph 4 (business reasons), the Client shall be entitled to a pro rata refund of prepaid subscription fees for the remaining period after the date of termination. Transaction-based fees are in no event eligible for refund.

7. The provisions of these Terms that by their nature are intended to survive termination shall survive any termination or expiration of the Agreement, including but not limited to Sections 10, 15, 16, 17, 18, 19, 20, 21, 22, and 23.

9. Suspension and Disconnection

1. The Provider is entitled to suspend access to the Platform and the provision of Services in whole or in part if the Client fails to fulfill its obligations under the Agreement, without prejudice to the Provider's right to demand full performance and/or damages.

2. During the suspension, the Client's payment obligations shall remain in full force and effect.

10. Intellectual Property

1. All Intellectual Property Rights in the Platform, the Services, the software, documentation, and all materials developed or made available by the Provider vest exclusively in the Provider or its licensors. Nothing in these Terms shall be construed as transferring any ownership interest in the Platform or any Intellectual Property Rights to the Client.

2. The Client acquires only the limited rights of use that are expressly granted in the Agreement and these Terms. Any other or broader use is strictly prohibited.

3. The Client retains all rights to the Content placed by it on the Platform. The Client grants the Provider a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, modify, display, and distribute this Content solely insofar as necessary for the performance of the Services.

4. The Client shall not remove, obscure, or alter any proprietary notices, labels, or marks of the Provider or its licensors.

11. Data Protection and Privacy

1. In the performance of the Services, both parties may process Personal Data. To the extent required by applicable law, the parties shall enter into a separate Data Processing Addendum (DPA) governing the processing of Personal Data.

2. The Provider processes Personal Data for its own purposes, including but not limited to account administration, invoicing, fraud prevention and detection, security, compliance with legal obligations, enforcement of these Terms, aggregated analytics, product improvement and development, improvement of algorithms and models, benchmarking, market analysis, and the development of new services, in accordance with its Privacy Policy.

3. The Client is the controller (or equivalent under applicable law) for the Personal Data it processes via the Platform and represents and warrants that this processing is lawful, including having a valid legal basis and providing all required notices and disclosures to data subjects.

4. The Provider implements commercially reasonable technical and organizational measures to protect Personal Data against unauthorized access, loss, or destruction, taking into account the state of the art, the costs of implementation, and the nature and scope of the processing.

5. Further arrangements regarding the processing of Personal Data are laid down in the Data Processing Addendum (DPA) and the Provider's Privacy Policy, available on the Provider's website.

6. The Provider is entitled to provide data of the Client — including Personal Data, transaction data, Content, and other data — to government authorities, regulators, law enforcement agencies, tax authorities, judicial authorities, or other competent authorities, if the Provider is required to do so under applicable laws and regulations, a court order, subpoena, or a valid demand from a competent authority. The Provider is not obligated to inform the Client in advance if doing so is prohibited by law or could impede an investigation.

7. The Client shall cooperate with requests as referred to in paragraph 6 and shall indemnify the Provider against claims arising from the provision of data pursuant to this section, insofar as the Provider has acted in accordance with applicable laws and regulations.

12. Security

1. The Provider shall implement commercially reasonable technical and organizational security measures to protect the Platform and the data stored thereon.

2. The Provider is entitled to adjust security measures from time to time in its sole discretion.

3. The Client is solely responsible for the security of its own systems, networks, and devices used to access the Platform.

4. In the event of a known or suspected security incident, the party that becomes aware thereof shall notify the other party without unreasonable delay.

13. Maintenance and Availability

1. The Provider is entitled to temporarily take the Platform out of service for the purpose of maintenance, updates, or modifications. The Provider shall use commercially reasonable efforts to perform scheduled maintenance outside of peak business hours and to inform the Client in advance.

2. The Provider is not liable for damage resulting from temporary unavailability of the Platform due to maintenance, disruptions at third parties (including hosting providers and internet service providers), or force majeure.

3. If a specific availability standard has been agreed in an SLA, only the compensation arrangement included in that SLA shall apply in the event of failure to meet that standard.

14. Support

1. The Provider provides support to the Client in accordance with the provisions set out in the Agreement or the applicable support policy.

2. Unless otherwise agreed, support is available on Business Days during the Provider's regular business hours.

3. The Provider is entitled to charge a reasonable fee for support that falls outside the standard support terms.

15. Third-Party Integrations and Connections

1. The Platform may offer connections or integrations with third-party services, systems, or software (including payment service providers, delivery platforms, accounting systems, and other external services).

2. The Provider is at all times entitled to add, modify, restrict, or discontinue connections and integrations with third parties, for any reason whatsoever, including but not limited to technical, commercial, or operational considerations, changes in the terms or availability of the relevant third party, or decisions by that third party to terminate the cooperation.

3. The Provider is not responsible for the functioning, availability, security, accuracy, or terms of third-party services. The use of such connections is entirely at the Client's own risk and expense.

4. The Client is solely responsible for complying with the terms and conditions applicable to third-party services with which the Platform is connected, and for obtaining and maintaining its own accounts and licenses with those third parties.

5. The Provider is not liable for damage arising from the modification, restriction, discontinuation, or unavailability of connections or integrations with third parties. This does not entitle the Client to compensation, refund, or termination of the Agreement.

16. Payment Services and Payment Processing

16.1 General

1. In the processing of payments, the Provider acts exclusively as a technical facilitator. The Provider is not itself a money services business (MSB), money transmitter, payment processor, bank, or financial institution under any federal or state law. The actual processing of payment transactions is at all times carried out by or under the responsibility of a payment service provider licensed by the competent regulatory authority.

2. Insofar as the Provider uses external payment service providers, the terms and conditions of the relevant payment service provider also apply to the relationship between the Client and the relevant payment service provider. The Client is required to comply with these terms and conditions.

3. The Provider does not at any time hold funds of the Client or its customers in its own accounts; the flow of funds at all times passes through the licensed payment service provider.

16.2 Transaction Fees and Charges

1. The Provider charges transaction costs for the processing of payments. These costs may consist of a fixed amount per transaction, a percentage of the transaction amount, or a combination thereof, whether or not supplemented by other charges.

2. The Provider is at all times entitled to unilaterally adjust the transaction fees and processing costs in accordance with Section 7 of these Terms. This includes, among other things, changes to the fee structure, the introduction of new charges, and the adjustment of existing fees.

3. Fees for payment processing that are influenced by costs of payment schemes (including Visa, Mastercard, American Express, Discover, and other card networks), payment service providers, acquirers, or regulators may be changed with immediate effect.

16.3 Payout and Set-Off

1. The Provider pays out the amounts received by the Client to the Client in accordance with the payout schedule specified in the Agreement, subject to set-off of fees owed, transaction costs, chargebacks, refunds, reserves, and subject to delay resulting from compliance review or delay on the part of the payment service provider.

2. The Provider is entitled to set off fees owed, transaction costs, chargebacks, refunds, fines, and other amounts owed by the Client against the amounts to be paid out to the Client, before payout takes place.

3. The Provider is entitled to suspend payouts or to maintain a reserve if:

   • there is a reasonable suspicion of fraud, unlawful conduct, or abuse;

   • there is an unusually high number of chargebacks or refunds;

   • the Client is in breach of any obligation under the Agreement;

   • this is required by applicable laws and regulations, a court ruling, or an instruction from a regulator or payment scheme;

   • the Provider otherwise reasonably deems this necessary to protect its own interests or those of third parties.

4. The Provider does not owe interest on suspended or reserved amounts.

16.4 Chargebacks, Refunds, and Disputes

1. The Client is fully responsible and liable for all chargebacks, reversals, refunds, and payment disputes relating to transactions of the Client or its customers, regardless of the reason therefor.

2. The Provider is entitled to recover the amount of a chargeback or refund, increased by any fines, costs, and administrative charges imposed by payment schemes or payment service providers, from the Client by means of set-off against amounts to be paid out or by means of separate invoicing.

3. The Client shall provide all cooperation reasonably required by the Provider in disputing or handling chargebacks and payment disputes, including the timely provision of documentation and evidence.

4. If the number of chargebacks or refunds of the Client exceeds a percentage or number established by the Provider or the relevant payment schemes, the Provider is entitled to take additional measures, including but not limited to increasing the reserve, suspending payment processing, or terminating the Agreement.

16.5 Refunds in the Event of Non-Delivery by the Client

1. If an end user reports to the Provider, or if the Provider otherwise establishes, that the Client has not delivered a product or service paid for via the Platform to the end user, the Provider shall notify the Client and provide the Client with the opportunity to deliver within a reasonable period to be determined by the Provider or to offer a suitable solution to the end user.

2. If the Client does not deliver within the specified period or does not offer a reasonable solution to the end user, the Provider is entitled to refund the transaction amount in whole or in part to the end user, without requiring the prior consent of the Client.

3. The refunded amount, increased by any costs charged by payment schemes or payment service providers and a reasonable administrative fee to be determined by the Provider, shall be set off against the amounts to be paid out to the Client or separately invoiced to the Client.

4. The Client acknowledges that this right of refund is necessary to protect the end user, to prevent chargebacks, and to maintain the Provider's good reputation with the relevant payment schemes. The Client may only dispute a refund pursuant to this section if the Client provides the Provider with Written evidence within fourteen (14) days after the refund that the product or service was actually delivered to the end user. In the absence of timely and sufficient evidence, the refund shall be deemed final.

5. The Provider is not liable for damage suffered by the Client as a result of a refund pursuant to this section.

16.6 Fraud and Risk Management

1. The Provider is entitled to monitor, block, suspend, or refuse transactions if, in the Provider's reasonable judgment, there are indications of fraud, money laundering, terrorism financing, or other unlawful or suspicious conduct.

2. The Client shall take appropriate measures to prevent fraud and shall cooperate with the fraud prevention policy of the Provider and the relevant payment schemes.

3. The Provider is not liable for damage suffered by the Client as a result of blocking, suspending, delaying, or refusing transactions pursuant to this section, regardless of whether the relevant transaction subsequently proves to be legitimate. This includes, but is not limited to, damage resulting from missed orders, cancelled orders, or loss of revenue because a transaction was delayed or blocked by automated fraud detection.

16.7 Liability and Indemnification for Payment Services

1. The Provider is not liable for delays, errors, outages, refusals, or interruptions in the processing of payments, regardless of whether these are caused by the Provider, payment service providers, payment schemes, banks, or other third parties.

2. The Provider is not liable for damage resulting from unauthorized transactions, unless this is the direct result of the Provider's willful misconduct.

3. The Client shall defend, indemnify, and hold harmless the Provider from and against all claims by third parties (including consumers, cardholders, payment service providers, payment schemes, and regulators) related to the Client's payment transactions.

4. The Client is solely responsible for compliance with all applicable federal, state, and local laws and regulations with respect to payments, including the Bank Secrecy Act (BSA), anti-money laundering (AML) regulations, Office of Foreign Assets Control (OFAC) sanctions, PCI-DSS compliance insofar as applicable, and any applicable state money transmission laws.

16.8 Force Majeure and Disruptions in Payment Processing

1. Without limiting the provisions of Section 19 (Force Majeure), the Provider is not liable for the inability or delay in processing payments as a result of circumstances beyond the Provider's reasonable control, including but not limited to:

   • outages, disruptions, or maintenance at payment schemes (including Visa, Mastercard, American Express, Discover, and other card or payment networks);

   • outages or disruptions at payment service providers, acquirers, issuing banks, or other financial intermediaries;

   • sanctions, embargoes, or other government measures that prevent the processing of certain transactions;

   • changes in rules or requirements of payment schemes that require adaptation of the payment infrastructure;

   • cyber attacks, DDoS attacks, or other security incidents targeting the payment infrastructure;

   • disruptions in internet connections, telecommunications infrastructure, or power supply.

2. In the situations referred to in paragraph 1, the Client shall not be entitled to compensation, refund, discount, or any other form of relief. The Provider shall make commercially reasonable efforts to restore payment processing as soon as possible.

3. The Client bears the risk of loss of revenue or other consequences of the temporary inability to process payments and must itself ensure an alternative means of payment (such as cash payment) for such situations.

16.9 Termination of Payment Services

1. The Provider is entitled to terminate or suspend the payment functionality with immediate effect if:

   • the Client acts in violation of the rules of the relevant payment schemes;

   • a payment service provider, acquirer, or payment scheme terminates or suspends the cooperation with respect to the Client;

   • this is required by a regulator or court order;

   • the Provider otherwise has reasonable grounds to do so.

2. After termination of the payment functionality, the Client remains liable for all outstanding obligations, including chargebacks, fines, and costs that are established after termination but relate to transactions prior to termination.

17. DISCLAIMER OF WARRANTIES

THE PLATFORM AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM OR THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET THE CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE PROVIDER OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

THE PROVIDER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVER(S) THAT MAKE(S) THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE CLIENT ASSUMES ALL RISK AND RESPONSIBILITY FOR ANY LOSS, DAMAGE, OR INJURY TO THE CLIENT'S BUSINESS, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, MISSED ORDERS, LOST REVENUE, AND BUSINESS INTERRUPTION. THE PROVIDER DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS OR DAMAGE RESULTING FROM THE CLIENT'S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON OR GENERATED BY THE PLATFORM.

18. LIMITATION OF LIABILITY

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PROVIDER, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, MISSED ORDERS, REPUTATIONAL DAMAGE, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE PROVIDER AND ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE AGREEMENT, AND/OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL AMOUNTS ACTUALLY PAID BY THE CLIENT TO THE PROVIDER FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND UNITED STATES DOLLARS (USD $1,000).

3. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

4. The limitations set out in this section do not apply to: (a) liability arising from the Provider's willful misconduct or fraud; or (b) the Client's indemnification obligations under these Terms.

5. The Client must notify the Provider In Writing of any claim within thirty (30) days after discovery or after the moment at which the Client should reasonably have discovered the basis for the claim. Failure to provide timely notice shall constitute a complete waiver and release of any such claim.

19. Indemnification

1. The Client shall defend, indemnify, and hold harmless the Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) arising from or relating to:

   • the use of the Platform and the Services by the Client or its Users;

   • the Content placed on the Platform by or on behalf of the Client;

   • a breach by the Client of these Terms, the Agreement, or applicable laws and regulations;

   • an infringement of Intellectual Property Rights of third parties by materials provided by the Client to the Provider;

   • the Client's products, services, or business operations;

   • the Client's failure to comply with any applicable law, regulation, or governmental order;

   • any allegation that the Client's use of the Services violates any third party's rights.

2. The Provider shall provide the Client with prompt Written notice of any such claim, shall allow the Client to control the defense and settlement of such claim (provided that the Client may not settle any claim without the Provider's prior Written consent, which shall not be unreasonably withheld), and shall provide reasonable cooperation at the Client's expense.

20. Force Majeure

1. The Provider shall not be liable for any failure or delay in performing its obligations under the Agreement if such failure or delay results from circumstances beyond the Provider's reasonable control (a "Force Majeure Event").

2. Force Majeure Events include, but are not limited to: natural disasters (including earthquakes, floods, hurricanes, and tornados), epidemics, pandemics, acts of God, war (whether declared or undeclared), terrorism, riots, civil unrest, government actions or orders, embargoes, sanctions, strikes, labor disputes, fire, explosions, power outages, disruptions in or inaccessibility of the internet, disruptions in telecommunications infrastructure, cyber attacks, and shortcomings or failures of third-party suppliers, vendors, or service providers.

3. If a Force Majeure Event continues for more than ninety (90) days, either party may terminate the Agreement upon Written notice, without any obligation to pay compensation or damages.

4. A Force Majeure Event invoked by the Client does not release the Client from its payment obligations to the Provider.

21. Confidentiality

1. Each party shall keep confidential any confidential or proprietary information received from the other party in connection with the Agreement ("Confidential Information") and shall use it only for the purpose for which it was provided.

2. The confidentiality obligation does not apply to information that:

   • was already publicly known or becomes publicly known through no fault of the receiving party;

   • the receiving party has independently developed without reference to the disclosing party's Confidential Information;

   • the receiving party has lawfully received from a third party without any confidentiality restriction;

   • must be disclosed pursuant to applicable law, regulation, subpoena, or court order (provided that the receiving party gives prompt Written notice to the disclosing party, to the extent legally permitted, to allow the disclosing party to seek a protective order);

   • is disclosed by the Provider to its professional advisors, accountants, investors, or potential acquirers, provided that such third parties are bound by confidentiality obligations no less protective than those set forth herein.

3. The confidentiality obligations set forth in this section shall survive for a period of three (3) years following the termination or expiration of the Agreement.

22. Data, Data Rights, and Backups

22.1 Rights to Platform Data

1. All data arising from or generated by the use of the Platform and the Services — including but not limited to transaction data, order data, product data, menu data, usage data, performance data, and other operational data (collectively: "Platform Data") — may be used by the Provider without restriction for its own purposes, including but not limited to product development and improvement, improvement of algorithms and models, benchmarking, analysis, the generation of market insights, and the development of new services and products.

2. The Provider is and shall remain the exclusive owner of all derived data, aggregated datasets, insights, models, database rights, and other Intellectual Property Rights arising from the processing of Platform Data (collectively: "Derived Data"). This right is irrevocable, transferable, and sublicensable.

3. The Provider's rights as referred to in paragraphs 1 and 2 shall remain in full force and effect after termination of the Agreement, regardless of the reason for termination.

4. Insofar as Platform Data contains Personal Data, such data shall be processed in accordance with Section 11 of these Terms and the applicable Data Processing Addendum (DPA). The rights referred to in this section shall not affect the rights of data subjects under applicable privacy laws.

22.2 Access and Export

5. During the term of the Agreement, the Client may access and export its own operational data (including order history, transaction overviews, and customer data), insofar as the Platform provides this functionality. The Provider does not guarantee that all data can be exported in any desired format.

6. The Client is solely responsible during the term for timely exporting and safeguarding its data, including transaction history and other data that the Client requires for its tax, accounting, or statutory retention obligations.

22.3 Backups and Deletion

7. The Provider shall use commercially reasonable efforts to make regular backups of the data stored on the Platform. The Provider does not guarantee that in the event of data loss, such data can be fully or partially restored.

8. The Client is solely responsible for making and retaining its own backups of its Content and data.

9. After termination of the Agreement, the Provider is entitled to delete all of the Client's data without further notice. The Provider shall have no liability for the loss of data that the Client has not exported prior to termination.

23. GOVERNING LAW AND DISPUTE RESOLUTION

23.1 Governing Law

1. These Terms, the Agreement, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply and is expressly excluded.

23.2 Binding Arbitration

3. Any dispute, controversy, or claim arising out of or relating to these Terms, the Agreement, the Services, or the relationship between the parties, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16, and shall be enforceable in accordance therewith. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA Rules. The place of arbitration shall be New York, New York. The language of the arbitration shall be English. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

4. The arbitrator shall have no authority to award punitive, exemplary, or consequential damages and shall be bound by the limitations of liability set forth in these Terms.

5. The arbitration proceedings and all evidence, filings, and documents submitted in connection therewith shall be deemed Confidential Information and subject to the confidentiality provisions of these Terms.

6. Notwithstanding the foregoing, either party may seek preliminary injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of any arbitration.

23.3 Class Action Waiver

7. THE CLIENT AND THE PROVIDER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

23.4 Waiver of Jury Trial

8. TO THE EXTENT ANY CLAIM OR DISPUTE IS DETERMINED NOT TO BE SUBJECT TO ARBITRATION, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE AGREEMENT, OR THE SERVICES.

23.5 Exclusive Jurisdiction

9. For any matters not subject to arbitration under this section, each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City and State of New York, and waives any objection to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

23.6 Limitation Period

10. Any cause of action or claim arising out of or relating to these Terms or the Agreement must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action or claim is permanently barred. This limitation period applies regardless of whether the Client knew or should have known of the existence of such claim.

24. Compliance, Sanctions, and Anti-Money Laundering

1. The Client represents and warrants that it, its directors, officers, ultimate beneficial owners (UBOs), and its affiliated companies:

   • do not appear on any national or international sanctions list, including the sanctions lists maintained by the Office of Foreign Assets Control (OFAC), the U.S. Department of State, the U.S. Department of Commerce (Bureau of Industry and Security), the United Nations, the European Union, and any other applicable sanctioning body;

   • are not directly or indirectly involved in money laundering, terrorism financing, fraud, or other financial crime;

   • comply with all applicable laws and regulations in the field of anti-money laundering (AML), including the Bank Secrecy Act (BSA), the USA PATRIOT Act, sanctions compliance, and the Foreign Corrupt Practices Act (FCPA).

2. The Client shall notify the Provider without delay if a change occurs in the circumstances referred to in paragraph 1, or if an investigation is initiated by a regulator or law enforcement agency that relates to the Client's activities.

3. The Provider is entitled to terminate the Agreement with immediate effect or to suspend the Services if the Client acts in violation of this section or if the Provider has reasonable grounds to believe that this is the case, without any obligation to pay compensation or refund.

4. The Client shall defend, indemnify, and hold harmless the Provider from and against all damages, penalties, fines, and costs arising from a breach by the Client of the obligations referred to in this section.

25. Transfer and Assignment

1. The Client may not assign, delegate, or transfer any of its rights or obligations under the Agreement to any third party without the prior Written consent of the Provider. Any attempted assignment in violation of this section shall be null and void.

2. The Provider may freely assign, delegate, or transfer its rights and obligations under the Agreement to any affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, upon Written notice to the Client. The Client hereby consents in advance to any such assignment.

26. General Provisions

1. No Waiver. The failure of the Provider at any time to enforce any provision of these Terms shall not constitute a waiver of that provision or the Provider's right to enforce each and every provision of these Terms thereafter.

2. Notices. All notices to the Provider shall be addressed to: Butlaroo Inc., 228 East 45th Street, Suite 9E, New York, NY 10017, or to the email address specified in the Agreement. Notices to the Client shall be addressed to the address or email address provided by the Client.

3. Entire Agreement. The Agreement (including these Terms, all exhibits, schedules, order forms, and the DPA) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral, with respect to such subject matter.

4. All annexes, SLAs, and Data Processing Addenda form an integral part of the Agreement.

5. Reference Rights. The Client grants the Provider the right to use the Client's name, logo, and trade name as a reference in commercial communications, on the Provider's website, in presentations, and in other marketing materials, unless the Client objects to this In Writing.

6. Headings. The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

7. Independent Contractors. The relationship of the parties is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties.

8. Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to the Agreement, except for the Provider's affiliates, officers, directors, employees, agents, successors, and assigns, who are intended third-party beneficiaries of the limitations of liability and indemnification provisions herein.

9. Cumulative Remedies. All rights and remedies of the Provider under these Terms are cumulative and not exclusive of any other rights or remedies provided by law, in equity, or under the Agreement.

10. Export Compliance. The Client shall comply with all applicable export and import control laws and regulations, including the Export Administration Regulations (EAR) and OFAC regulations, in connection with its use of the Platform and Services.

11. Electronic Signatures. The parties agree that the Agreement and any amendments thereto may be executed by electronic signature, which shall be considered as valid and binding as an original signature.

12. Language. These Terms have been drafted in the English language. In the event of any discrepancy between translations, the English text shall prevail.

13. Acknowledgment. The Client acknowledges that it has read these Terms in their entirety, understands them, and has had the opportunity to consult with independent legal counsel of its own choosing prior to accepting these Terms. The Client agrees that these Terms are fair and reasonable and that the Client is voluntarily entering into the Agreement.

End of Terms of Service of Butlaroo Inc.