OneTablet Services Agreement

These terms constitute the services agreement (the "Agreement") between the entity using the Software or receiving the Services ("Customer") and MEALCO, Inc., a Delaware corporation doing business as OneTablet ("OneTablet"). BY CLICKING "I AGREE," CHECKING AN ACCEPTANCE BOX, OR BY ACCESSING OR USING THE SERVICES IN ANY WAY, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT IN ITS ENTIRETY. IF CUSTOMER DOES NOT AGREE, IT MUST NOT USE THE SERVICES. This Agreement is effective as of the date Customer first accesses or uses the Services (the "Effective Date").

Key Commercial Terms Summary

Before accepting this Agreement, Customer should note the following key commercial terms:

1. Definitions

• "Device" means the tablet and/or printer provided by OneTablet to Customer as specified in Customer's subscription confirmation. Devices are only included with the OneTablet Plan and Sous Chef+; the Sous Chef Plan does not include any hardware. Not all Device plans include both a tablet and a printer. The specific Device(s) applicable to Customer are identified in Customer's subscription confirmation.
• "End User" means the individual who placed an order through the Services.
• "Order Data" means all information submitted by End Users, which may include name, physical address, phone number, email address, items ordered, preferences, and special instructions.
• "Services" means all proprietary services OneTablet provides to Customer under this Agreement, including access to and use of the Software and, where applicable, provision of a Device.
• "Software" means the proprietary services and products provided by OneTablet to Customer as specified in Customer's subscription confirmation. OneTablet offers the following plans, each comprising a distinct set of features: (a) "Sous Chef Plan" includes AI-powered delivery monitoring, real-time alerts, performance insights and reporting, and the Ask Sous Chef conversational AI feature; (b) "OneTablet Plan" includes TOOS integrations across all connected delivery platforms, a Kitchen Tablet for centralized order management, a Dashboard for delivery operation visibility, and Menu Management tools; (c) "Sous Chef+" includes all features of both the Sous Chef Plan and the OneTablet Plan, plus Auto Pilot, which enables Sous Chef to take automated actions on Customer's behalf within connected delivery platform accounts. The specific plan applicable to Customer is identified in Customer's subscription confirmation. Certain add-on services, including First Party Ordering, may be available as supplements to any plan and are governed by Section 11(e) and Section 5 of this Agreement. "First Party Ordering" means OneTablet's direct ordering solution that integrates with Customer's existing website, enabling End Users to place orders directly with Customer without routing through a third-party delivery platform. First Party Ordering orders flow directly into the OneTablet platform alongside all other orders. First Party Ordering may also make Customer's menu available for ordering through AI-powered channels, including ChatGPT and other AI ordering surfaces, via OneTablet's partnership with third-party AI ordering providers ("AI Ordering Channels"). "Bites" means Delivery Collective, Inc., a OneTablet partner doing business as Bites, which provides payment processing for First Party Orders, End User payment support, and remittance of First Party Order proceeds to Customer. "OneTablet Parties" means OneTablet and its affiliates, subsidiaries, parent entities, investors, shareholders, members, managers, directors, officers, employees, agents, contractors, subcontractors, accountants, consultants, advisors, and licensors, and each of their respective successors and permitted assigns.
• "Taxes" means any sales, use, and other applicable taxes or duties that the Services may be subject to, however designated, including withholding taxes, customs, excise, value-added, and property taxes.
• "TOOS" means third-party online ordering software and related technology services that allow End Users to place orders.

2. Trial Period

OneTablet may, at its sole discretion, offer Customer a free trial period prior to the commencement of paid Services (the "Trial Period"). The following terms apply to any Trial Period:

(a) Applicability of Agreement

This Agreement applies in full during the Trial Period. Customer's access to or use of the Services during the Trial Period constitutes acceptance of this Agreement in its entirety.

(b) Duration and Automatic Conversion

The Trial Period begins on the Effective Date and continues for the number of days specified in Customer's subscription confirmation (the "Trial End Date"). AT THE END OF THE TRIAL PERIOD, CUSTOMER'S SUBSCRIPTION WILL AUTOMATICALLY AND WITHOUT FURTHER NOTICE CONVERT TO A PAID SUBSCRIPTION, AND CUSTOMER'S PAYMENT METHOD ON FILE WILL BE CHARGED THE APPLICABLE MONTHLY FEE, UNLESS CUSTOMER PROVIDES A VALID TERMINATION NOTICE IN ACCORDANCE WITH SECTION 9 BEFORE THE TRIAL END DATE. Customer is responsible for tracking the Trial End Date. OneTablet has no obligation to provide a reminder notice prior to conversion.

(c) No Warranties During Trial

OneTablet makes no representations or warranties regarding the availability, performance, or functionality of the Services during the Trial Period. OneTablet reserves the right to modify, suspend, or discontinue the Trial Period offering at any time without notice and without liability to Customer.

(d) One Trial Per Customer

Trial Periods are available once per Customer location. OneTablet reserves the right to deny a Trial Period to any Customer that has previously received a Trial Period, or to any Customer that OneTablet reasonably believes is attempting to circumvent this limitation.

(e) Data Following Trial

If Customer does not convert to a paid subscription, OneTablet may permanently delete any data, configurations, menu settings, or other information associated with Customer's account within 30 days following the Trial End Date. OneTablet has no obligation to retain, export, or otherwise preserve such data.

3. Hardware Terms

OneTablet may provide Customer with a pre-configured tablet device (the "Device") as part of certain subscription plans. If Customer's plan includes a Device, the following terms apply:

(a) Ownership

The Device is and shall remain the sole and exclusive property of OneTablet at all times. Customer receives only a limited, non-exclusive, non-transferable license to use the Device solely in connection with the Services during the Term. Customer obtains no ownership interest, title, or equity in the Device under any circumstances, including upon payment of any fees.

(b) Care and Permitted Use

Customer is responsible for maintaining the Device in good working condition, reasonable wear and tear excepted. Customer shall not: (i) modify, root, jailbreak, unlock, or otherwise alter any Device's hardware, software, or firmware configuration; (ii) use any Device for any purpose other than accessing the Services; (iii) allow any third party to use or possess any Device without OneTablet's prior written consent; or (iv) remove, obscure, or alter any OneTablet markings, serial numbers, or identifying information on any Device.

(c) Risk of Loss

Customer bears the entire risk of loss, theft, or damage to the Device from the time the Device is delivered to Customer until it is received by OneTablet following termination. Customer shall promptly notify OneTablet at Support@OneTablet.com upon becoming aware of any loss, theft, or damage to the Device.

(d) Damage and Replacement Fee

Customer is liable for any damage to the Device beyond reasonable wear and tear, including any damage caused by Customer's employees, agents, contractors, or customers. Each Device type includes one (1) complimentary replacement every three (3) years for manufacturing defects or hardware failures not caused by Customer ("Free Replacement"). The Free Replacement applies separately to each Device type (i.e., one free replacement for the tablet and one free replacement for the printer, if applicable) and resets every three (3) years from the Effective Date. After the Free Replacement has been used within a three-year period, or in the event of damage, loss, or theft caused by Customer, OneTablet may charge Customer a replacement fee of $150 for a tablet replacement or $260 for a printer replacement (each, a "Replacement Fee"). OneTablet will provide written notice before charging any Replacement Fee. Customer's obligation to pay any applicable Replacement Fee survives termination of this Agreement.

(e) Return on Termination

Upon termination of this Agreement for any reason, Customer must return the Device to OneTablet within 14 calendar days of the termination date (the "Return Deadline"), in the condition required by Section 3(b), reasonable wear and tear excepted. OneTablet will provide return shipping instructions upon termination. If Customer fails to return the Device by the Return Deadline, OneTablet may, in addition to any other remedies available, charge Customer a non-return fee of $150 per tablet not returned and $260 per printer not returned (each, a "Non-Return Fee"). Return shipping costs are solely Customer's responsibility. Customer's obligation to return the Device and pay any applicable Non-Return Fee survives termination of this Agreement.

(f) Device Malfunction

If the Device malfunctions due to a manufacturing defect or hardware failure not caused by Customer's acts or omissions, OneTablet will use commercially reasonable efforts to provide a replacement Device. The first such replacement for each Device type within any three (3) year period from the Effective Date is provided at no cost to Customer (the "Free Replacement"). Replacements beyond the Free Replacement within that period are subject to the Replacement Fees set forth in Section 3(d). Customer must notify OneTablet of any malfunction promptly via Support@OneTablet.com. OneTablet's sole obligation with respect to Device malfunction is replacement; OneTablet is not liable for any revenue loss, operational disruption, or other damages resulting from Device malfunction or any delay in replacement.

(g) No Lien or Encumbrance

Customer shall not pledge, mortgage, encumber, or otherwise grant any security interest in the Device. Any purported lien or encumbrance on the Device by Customer or any third party claiming through Customer is void.

4. Services: Use and Restrictions

During the Term, and subject to Customer's compliance with all of its obligations under this Agreement, OneTablet will provide the Services to Customer. OneTablet may, in its sole discretion, make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance the quality or delivery of the Services, the competitive strength of or market for the Services, or the cost efficiency or performance of the Services; or (b) comply with applicable law. OneTablet may add, modify, or discontinue features of the Services at any time without notice or liability.

Customer may elect to utilize first-party ordering software as part of the Services. Content, design, and display elements are subject to Customer's discretion and sole responsibility. OneTablet is not responsible for how menu content, pricing, images, and other related information (collectively, "Menu Data") appears on Customer's website or mobile apps. Customer is solely responsible for ensuring that its website, mobile apps, and Menu Data comply with all applicable laws, including the Americans with Disabilities Act.

OneTablet provides the Services solely and exclusively for Customer's own use in direct connection with its business. Customer shall not sublicense, resell, or otherwise make the Services available to any third party.

If OneTablet receives any feedback from Customer relating to the Services, Customer hereby grants OneTablet a perpetual, irrevocable, royalty-free, worldwide license to use such feedback for any purpose, without compensation or attribution to Customer. If Customer's subscription plan includes the Auto Pilot feature, Customer expressly authorizes OneTablet and its Sous Chef AI system to take automated actions within Customer's connected third-party delivery platform accounts on Customer's behalf, including but not limited to adjusting menu availability, responding to platform alerts, and managing operational settings (collectively, "Auto Pilot Actions"). Customer acknowledges that Auto Pilot Actions are taken based on AI-driven analysis and may not always reflect Customer's preferred outcome in every instance. ONETABLET IS NOT LIABLE FOR ANY LOSS, REVENUE IMPACT, PLATFORM PENALTY, OR OTHER CONSEQUENCE ARISING FROM ANY AUTO PILOT ACTION TAKEN IN GOOD FAITH ON CUSTOMER'S BEHALF. Customer remains solely responsible for monitoring its delivery platform accounts and may disable Auto Pilot at any time by written notice to Support@OneTablet.com.

OneTablet will provide ongoing assistance for technical, administrative, and service-oriented issues as Customer may reasonably request and OneTablet may reasonably accommodate. Support may be requested via Support@OneTablet.com. OneTablet does not guarantee any specific response time or resolution outcome.

Account Credentials and Security. Customer is solely responsible for maintaining the confidentiality and security of all login credentials, passwords, and access tokens associated with its OneTablet account and any connected third-party delivery platform accounts. Customer shall not share account credentials with any individual who is not an authorized employee or agent of Customer. Customer shall promptly notify OneTablet at Support@OneTablet.com if Customer suspects any unauthorized access to or use of its account. OneTablet is not liable for any loss, damage, or unauthorized activity resulting from Customer's failure to maintain credential security or from Customer's authorized or unauthorized sharing of credentials. All actions taken using Customer's account credentials are deemed to be actions of Customer, regardless of who actually performed them.

OneTablet may immediately suspend or terminate Customer's access to the Services if, in OneTablet's sole reasonable judgment, Customer's use is outside the scope of permitted use, poses a risk to the Services or other customers, or violates this Agreement.

5. First Party Ordering

If Customer has elected First Party Ordering as an add-on to its subscription plan, the following additional terms apply. First Party Ordering is a direct ordering solution that integrates with Customer's existing website without requiring a rebuild or new domain. The following terms govern Customer's use of First Party Ordering:

(a) Website Integration

OneTablet will integrate the First Party Ordering checkout experience into Customer's existing website. Customer is responsible for providing OneTablet with all necessary access to Customer's website to facilitate this integration. Customer acknowledges that the appearance of the First Party Ordering interface on Customer's website will be determined by Customer's existing site design and that OneTablet is not responsible for the overall look, feel, or accessibility of Customer's website. Customer is solely responsible for ensuring its website and the First Party Ordering integration comply with all applicable laws, including the Americans with Disabilities Act and any applicable state accessibility requirements.

(b) Direct Orders

Orders placed through First Party Ordering are fulfilled directly between Customer and End Users without any third-party platform commission. Customer is solely responsible for all aspects of fulfilling First Party Orders, including food preparation, quality, packaging, and delivery where applicable. OneTablet acts exclusively as a technology platform facilitating the receipt and transmission of First Party Orders and is not a party to any transaction between Customer and End Users. Payment processing for First Party Orders is handled by Bites. Bites is responsible for processing End User payments, providing End User payment support, and remitting the proceeds of First Party Orders to Customer, in each case subject to Bites' applicable terms. Customer acknowledges that OneTablet does not process payments for First Party Orders and is not responsible for the acts or omissions of Bites, including any delay or failure in payment processing, End User support, or remittance.

(c) Order Flow into OneTablet

All First Party Orders flow directly into the OneTablet platform alongside Customer's third-party delivery platform orders, appearing on the same screen and following the same kitchen workflow. Customer acknowledges that the availability and performance of First Party Ordering is subject to Customer's subscription plan remaining active and in good standing.

(d) AI Ordering Channels

First Party Ordering may include availability of Customer's menu for ordering through AI Ordering Channels, including ChatGPT and other AI-powered ordering surfaces, via OneTablet's partnership with third-party AI ordering providers (including Bites). Customer acknowledges and agrees that: (i) AI Ordering Channel availability is dependent on OneTablet's third-party partnerships, which may change or be discontinued at any time without notice; (ii) OneTablet makes no representation that Customer's menu will appear on any specific AI Ordering Channel; (iii) the accuracy of Customer's menu as displayed on AI Ordering Channels is subject to the data made available by Customer and processed by third-party AI systems, and OneTablet is not responsible for how such systems present or interpret Customer's menu; and (iv) all orders placed through AI Ordering Channels flow into OneTablet in the same manner as direct website orders and are governed by the same terms.

(e) First Party Ordering Fees

First Party Ordering fees are charged on a per-order basis up to a monthly cap, as specified in Customer's subscription confirmation. The monthly cap is measured on a calendar-month basis and resets at the start of each calendar month, and unused capacity does not carry over to subsequent calendar months. All First Party Ordering fees are non-refundable.

(f) Customer Responsibilities

Customer is solely responsible for: (i) maintaining accurate and up-to-date menu content, pricing, hours of operation, and availability through the First Party Ordering interface; (ii) ensuring all required consumer disclosures (including allergen information, calorie counts, and any other legally required disclosures) are accurately reflected in the First Party Ordering menu; (iii) complying with all applicable laws governing direct-to-consumer food sales, including any applicable food safety, labeling, and licensing requirements; and (iv) managing all customer inquiries, complaints, refunds, and disputes arising from First Party Orders. OneTablet is not responsible for any customer-facing issues arising from inaccurate menu data, unavailable items, or fulfillment failures.

6. Onboarding

Following Customer's subscription to the Services, OneTablet will use commercially reasonable efforts to onboard Customer and activate the applicable features of Customer's selected plan. The following terms govern the onboarding process:

(a) Customer Cooperation

Customer is responsible for providing OneTablet with all information, credentials, and access reasonably required to complete onboarding, including but not limited to: third-party delivery platform login credentials or access permissions, menu data, hours of operation, and any other information necessary to configure the Services. Customer acknowledges that delays in providing required information will delay activation of the Services and that OneTablet is not responsible for any such delays caused by Customer's failure to cooperate.

(b) No Guaranteed Activation Timeline

OneTablet will use commercially reasonable efforts to complete onboarding in a timely manner but does not guarantee any specific activation timeline. Delays caused by third-party delivery platforms, Customer's failure to provide required information, or circumstances outside OneTablet's reasonable control do not constitute a breach of this Agreement and do not entitle Customer to any refund or credit.

(c) Billing During Onboarding

Subscription fees begin as set forth in Customer's subscription confirmation, regardless of whether onboarding has been completed. If Customer's plan includes a Trial Period, fees will not be charged until the Trial Period ends. OneTablet is not liable for any subscription fees paid during a period in which onboarding was incomplete due to Customer's failure to provide required information or cooperation.

7. Acceptable Use Policy

Customer agrees to use the Services only in accordance with this Agreement, applicable law, and the following acceptable use requirements. Violation of this Section 7 constitutes a material breach of this Agreement and may result in immediate suspension or termination of the Services without notice or liability to OneTablet.

(a) Lawful Use Only

Customer shall use the Services solely in connection with the lawful operation of a licensed food and beverage business. Customer represents that it holds all licenses, permits, and approvals required by applicable law to operate its restaurant and sell food and beverages, including any applicable health department, business, and liquor licenses. Customer shall not use the Services in connection with any unlicensed or unauthorized business activity.

(b) Menu Data Compliance

Customer shall not list, advertise, or facilitate the sale of: (i) any item whose sale is prohibited or restricted by applicable federal, state, or local law, including controlled substances, alcohol without the required license, or tobacco products where prohibited; (ii) counterfeit, misrepresented, or mislabeled food or beverage products; (iii) items that violate any third-party intellectual property rights; or (iv) any product or service not directly related to Customer's licensed food and beverage operations. Customer is solely responsible for ensuring that all Menu Data, pricing, allergen disclosures, and nutritional information comply with applicable law, including any applicable menu labeling requirements.

(c) Device Use

Any Device provided by OneTablet must be used solely for the purpose of accessing and operating the Services within Customer's place of business. Customer shall not use any Device for personal use, entertainment, social media, or any activity unrelated to the Services. Customer shall not install any third-party applications, software, or browser extensions on any Device without OneTablet's prior written consent.

(d) No Interference or Abuse

Customer shall not: (i) attempt to probe, scan, or test the vulnerability of the Services or any related system or network; (ii) attempt to circumvent any authentication or security measures; (iii) use the Services to transmit unsolicited commercial communications or spam; (iv) use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party's use of the Services; or (v) use automated scripts, bots, or other tools to access or interact with the Services in any unauthorized manner.

(e) Compliance with Third-Party Platform Terms

Customer is solely responsible for compliance with the terms of service of all third-party delivery platforms (including DoorDash, Uber Eats, and Grubhub) through which Customer accepts orders. OneTablet does not warrant that Customer's use of the Services will comply with any third-party platform's terms, and OneTablet is not liable for any suspension, termination, or penalty imposed by a third-party platform on Customer's account.

(f) Consequences of Violation

OneTablet reserves the right to investigate any suspected violation of this Section 7. If OneTablet reasonably determines that a violation has occurred or is likely to occur, OneTablet may, without notice and without liability: (i) suspend Customer's access to the Services; (ii) remove or disable any offending Menu Data; (iii) report the activity to relevant authorities; and (iv) terminate this Agreement. Customer shall indemnify and hold OneTablet harmless from any claims, losses, or expenses arising from Customer's violation of this Section 7.

8. Representations

Customer represents and warrants to OneTablet as follows:

• (a) Neither this Agreement, nor the Services performed by OneTablet, violates or will violate the terms of any agreement between Customer and a third party.
• (b) Customer complies with all applicable law in operating its business, including the preparation and sale of food and beverages.
• (c) Customer is solely responsible for the quality, safety, and accuracy of its food, beverages, and Menu Data.
• (d) Menu Data, including any modifications, is complete, current, and accurate, and does not violate any third-party intellectual property rights.
• (e) Customer shall frequently review Menu Data as displayed on TOOS and its websites and apps to ensure accuracy.
• (f) Customer will not reidentify or attempt to reidentify any personal information of End Users that OneTablet processes in deidentified or encrypted form.
• (g) When Customer provides OneTablet with direct access to Customer's accounts on third-party platforms, Customer consents to OneTablet's use of such platforms as Customer's agent for purposes of delivering the Services.
• (h) Customer shall not, and shall not permit any third party to, reverse engineer, disassemble, decompile, copy, distribute, reproduce, or otherwise interfere with any portion of the Software or Services.
• (i) Customer is responsible for all claims relating to its business and all acts and omissions of its employees, service providers, merchants, vendors, and agents.
• (j) Customer is not engaged in, and will not engage in, any illegal business, and will not use the Services for any illegal purpose.

Customer acknowledges that OneTablet does not process, collect, or remit payments for any orders placed by End Users. OneTablet acts exclusively as a technology and order aggregation platform and is not a party to any payment transaction. Customer is solely responsible for all aspects of payment processing, reconciliation, and any fees associated with TOOS or other third-party services.

Customer acknowledges that the Services include artificial-intelligence features that generate analyses, alerts, recommendations, insights, and other output (collectively, "AI Output"). AI Output is provided for informational purposes only, may be incomplete or inaccurate, and does not constitute professional, legal, financial, or operational advice. Customer is solely responsible for independently reviewing AI Output and for all decisions and actions taken or not taken in reliance on it, and no OneTablet Party is liable for any AI Output or for any decision or action based on it. This Section is in addition to, and does not limit, the allocation of responsibility for Auto Pilot Actions set forth in Section 4.

9. Term and Termination

(a) Effective Date

This Agreement is effective as of Customer's first access to or use of the Services, or acceptance of this Agreement, whichever occurs first.

(b) Monthly Plan

If Customer has selected a monthly payment plan, the Term shall be for one month following the Effective Date (or following the Trial End Date, if applicable), thereafter automatically renewing every month without further notice and without any additional action required by either party. Customer expressly acknowledges and consents to this automatic renewal and authorizes OneTablet to charge the applicable subscription fee to Customer's payment method on file at the start of each renewal period. To terminate, Customer must submit a written termination request via email to Support@OneTablet.com from an authorized representative of Customer. Cancellations submitted fewer than 30 days before the next billing date will take effect on the billing date following the 30-day notice period, and Customer will be charged for that additional billing cycle. No refunds are issued for any partial billing periods.

(c) Annual Plan

If Customer has selected an annual payment plan, the Term shall be for one year from the Effective Date (the "Initial Term"), thereafter automatically renewing for successive one-year periods (each, a "Renewal Term") until either party provides written notice of termination at least 60 days before the end of the Initial Term or a Renewal Term. OneTablet may impose an early termination fee on any Customer with an annual payment plan that attempts to terminate before the end of the Initial Term or Renewal Term, equal to all remaining fees owed through the end of the then-current term.

(d) Termination for Cause

This Agreement will also terminate upon any of the following:

• (i) Material breach by either party that is not cured within 30 days after written notice from the non-breaching party;
• (ii) Customer's failure to pay undisputed fees within 10 business days after written notice from OneTablet, in which case OneTablet may also suspend Services immediately; or
• (iii) Either party becoming insolvent, or the subject of a bankruptcy, receivership, or similar proceeding, or making a general assignment for the benefit of creditors.

(e) Effect of Termination

Upon termination for any reason: (i) all rights granted to Customer under this Agreement immediately terminate; (ii) Customer must uninstall and destroy all copies of the Software in its possession; (iii) Customer must return any Device in accordance with Section 3(e); (iv) all outstanding fees through the termination date become immediately due and payable; and (v) any outstanding Replacement Fees or Non-Return Fees become immediately due and payable. Termination does not relieve Customer of any payment obligations accrued prior to termination. Sections 3, 5, 10, 11, 12, 13, 14, 15, 16, and 17 survive termination. For the avoidance of doubt, Section 16 (Data Privacy) obligations survive termination.

10. Intellectual Property

Customer acknowledges and agrees that OneTablet exclusively owns all rights, title, and interest in and to the Software and the Services, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights worldwide. All rights not expressly granted to Customer are reserved by OneTablet.

Customer hereby acknowledges and agrees that OneTablet may gather and compile Order Data and other data generated through Customer's use of the Services, and that OneTablet may use such data for any lawful purpose, including disclosure to third parties for OneTablet's commercial purposes. Customer consents to such gathering, compilation, and disclosure. Notwithstanding the foregoing, OneTablet may use de-identified, aggregated data derived from Customer's use of the Services ("Anonymized Data") for any legitimate business purpose without restriction, including without limitation: (a) enhancing and improving the performance, security, and functionality of the Services; (b) developing new products, features, and capabilities; (c) training, testing, and improving machine learning and artificial intelligence models; (d) generating industry benchmarks, market insights, and trend analyses; (e) producing anonymized reports or materials for internal use, marketing, sales, or publication; and (f) disclosing or licensing Anonymized Data to third parties for any of the foregoing purposes. "Anonymized Data" means data that has been processed in a manner that removes or obscures all information that identifies or could reasonably be used to identify Customer, any Customer location, or any individual End User, such that re-identification is not reasonably possible using available means. OneTablet's rights to use Anonymized Data survive termination of this Agreement.

As between OneTablet and Customer, Customer owns all Menu Data and other content submitted by Customer to the Services ("Customer Content"). Customer grants OneTablet a limited, non-exclusive license to use, store, process, and display Customer Content solely as necessary to provide the Services. Upon termination of this Agreement, Customer retains all rights to its Customer Content and may export or take a copy of its Menu Data at any time through the Services or upon written request to Support@OneTablet.com. OneTablet will not hold Customer Content hostage or condition its return on any outstanding payment dispute, provided that OneTablet may withhold access to the platform itself until outstanding fees are resolved. Neither party may use the other party's trademarks, service marks, names, or logos without prior written consent, except that: (i) Customer may use OneTablet's name for source attribution; and (ii) OneTablet may publicly identify Customer as a customer and describe the Services provided as part of OneTablet's sales and marketing efforts.

11. Fees and Payment Terms

(a) Fees

Customer agrees to pay OneTablet all applicable fees as selected through the Stripe subscription interface or otherwise agreed in writing, until the effective termination date of this Agreement. All fees are non-refundable except as expressly stated herein.

(b) Payment Due Dates

Fees are due automatically on each billing date as set forth in Customer's subscription plan. Customer is responsible for maintaining valid and up-to-date payment information at all times. Any unpaid amounts remaining 30 or more days after the due date may be subject to a late fee of 1.5% per month or the maximum rate permitted by law, whichever is lower.

(c) Payment Authorization

Customer authorizes OneTablet and its third-party billing providers (including Stripe) to charge applicable fees to the credit card or bank account on file. If Customer pays via ACH, it represents that the bank account has been verified and authorized. Services are deemed to have commenced when any feature of Customer's selected plan as defined in Section 1 becomes available to Customer.

(d) Taxes

All fees are exclusive of Taxes. Customer is solely responsible for all applicable Taxes. No amounts shall be withheld from payments to OneTablet.

(e) Additional Services

Any add-on services elected by Customer during the Term, including First Party Ordering, shall be subject to the fees set forth in Customer's subscription confirmation at the time of election. First Party Ordering fees are charged on a per-order basis up to a monthly cap, as specified in Customer's subscription confirmation; the monthly cap resets at the start of each billing cycle and unused capacity does not carry over. All add-on fees are non-refundable. Customer agrees to comply with any applicable third-party terms associated with such services. OneTablet reserves the right to modify add-on pricing upon at least 30 days' written notice.

(f) Fee Increases

OneTablet may adjust subscription fees upon at least 30 days' written notice to Customer. Fee changes take effect at the start of the next applicable billing cycle following the notice period. Customer's continued use of the Services after the effective date of a fee change constitutes acceptance of the new fees.

(g) Disputed Charges

Customer must notify OneTablet in writing of any disputed charge within 30 days of the charge date. Failure to dispute a charge within this period constitutes Customer's acceptance of that charge. OneTablet will investigate all good-faith disputes in a commercially reasonable manner.

(h) Multi-Location Accounts

If Customer operates or manages multiple restaurant locations under a single OneTablet account or agreement, the following terms apply: (i) fees are charged on a per-location basis as specified in Customer's subscription confirmation; (ii) Customer may add locations at any time, with fees for new locations prorated to the end of the current billing cycle and billed at the full monthly rate thereafter; (iii) Customer may remove a location by submitting written notice to Support@OneTablet.com at least 30 days before the next billing date, after which fees for that location will cease at the end of the notice period; (iv) removing a location does not entitle Customer to any refund for fees already paid; (v) each location is subject to all terms of this Agreement, and a breach at any individual location may result in suspension or termination of Services across all of Customer's locations at OneTablet's sole discretion; and (vi) any Device associated with a removed location must be returned in accordance with Section 3(e) within 14 days of the location's removal.

12. Confidentiality

During the Term and for five years thereafter, neither party shall disclose the other party's Confidential Information or use it for any purpose other than as contemplated by this Agreement. "Confidential Information" means all non-public communications, documents, and information disclosed by one party ("Discloser") to the other ("Recipient") relating to the business relationship between the parties, including the terms of this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by Recipient; (ii) was known to Recipient prior to disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed by Recipient without use of Discloser's information.

Upon written request following termination, Recipient shall destroy Discloser's Confidential Information within 14 days and certify such destruction in writing.

13. Indemnification

Customer shall defend, indemnify, and hold harmless the OneTablet Parties from and against any and all liabilities, damages, losses, claims, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Customer's gross negligence, willful misconduct, or breach of any representation or obligation under this Agreement; (b) Customer's use of third-party services, including breach of third-party service terms; (c) any claim relating to Customer's food, beverages, or business operations; or (d) any claim brought by or on behalf of an End User, employee, contractor, Delivery Partner, TOOS, or point-of-sale company arising from Customer's use of the Services. As a condition of indemnification under this Section, the applicable OneTablet Party will provide Customer with prompt written notice of the claim (provided that any delay in notice relieves Customer of its obligations only to the extent Customer is materially prejudiced thereby); OneTablet may, at its option, assume sole control of the defense and settlement of the claim with counsel of its choosing; and Customer will provide reasonable cooperation at Customer's expense. Customer will not settle or compromise any claim in a manner that imposes any liability, obligation, or admission of fault on any OneTablet Party, or that requires any OneTablet Party to take or refrain from any action, without that party's prior written consent.

OneTablet shall defend, indemnify, and hold harmless Customer from and against third-party claims alleging that the Software, as provided by OneTablet and used in accordance with this Agreement, infringes any U.S. patent, copyright, or trademark of a third party, provided that Customer: (i) promptly notifies OneTablet in writing of such claim; (ii) grants OneTablet sole control of the defense; and (iii) provides reasonable cooperation. This indemnification does not apply to claims arising from Customer's modification of the Software, use of the Software in combination with third-party products, or use outside the scope of this Agreement.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO ONETABLET PARTY SHALL BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ONETABLET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE AGGREGATE MONETARY LIABILITY OF THE ONETABLET PARTIES UNDER ANY THEORY OF LAW SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES CUSTOMER PAID TO ONETABLET UNDER THIS AGREEMENT IN THE THREE MONTHS IMMEDIATELY PRECEDING THE FIRST ACT GIVING RISE TO LIABILITY; OR (B) $500.

WITHOUT LIMITING THE FOREGOING, ONETABLET SHALL HAVE NO LIABILITY FOR ANY LOSS OF REVENUE, LOSS OF PROFITS, LOST SALES, OR BUSINESS INTERRUPTION ARISING FROM OR RELATING TO ANY INTERRUPTION, OUTAGE, DOWNTIME, DELAY, SUSPENSION, DEGRADATION, OR UNAVAILABILITY OF THE SERVICES OR ANY DEVICE, WHETHER CAUSED BY MAINTENANCE, HARDWARE OR SOFTWARE MALFUNCTION, THIRD-PARTY PLATFORM OR PROVIDER FAILURE, CONNECTIVITY OR POWER FAILURE, OR ANY OTHER CAUSE.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

15. Disclaimer of Warranties

THE SERVICES AND ANY DEVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONETABLET EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. ONETABLET DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH ITS USE OF THE SERVICES. THE FOREGOING DISCLAIMERS ARE MADE BY, AND FOR THE BENEFIT OF, ALL ONETABLET PARTIES.

16. Data Privacy

Customer acknowledges that OneTablet collects, processes, and may share Order Data and other data associated with Customer's use of the Services as set forth in this Agreement and any applicable Privacy Policy published by OneTablet at privacy.onetablet.co. Customer represents that it has all necessary rights and consents to provide End User data to OneTablet in connection with the Services.

Customer is solely responsible for its compliance with all applicable data privacy and security laws in connection with its business operations, including but not limited to the California Consumer Privacy Act (CCPA), New York SHIELD Act, and any other applicable state or federal privacy laws. OneTablet makes no representation that the Services will facilitate Customer's compliance with any particular privacy law.

OneTablet implements commercially reasonable security measures to protect Order Data. However, OneTablet does not guarantee the security of any data transmitted through the Services and is not liable for any unauthorized access to or disclosure of Order Data resulting from circumstances outside OneTablet's reasonable control.

17. General

(a) Dispute Resolution

The parties agree to attempt to resolve any dispute relating to this Agreement through mediation under the then-current mediation procedures of The CPR Institute or such other procedures as the parties may agree. Good-faith participation in mediation is a condition precedent to pursuing any other legal remedy (but not equitable relief). The parties shall share equally the costs of mediation. All mediation proceedings are confidential and constitute settlement negotiations inadmissible in any subsequent proceeding.

(b) Venue and Governing Law

If a dispute is not resolved by mediation, the exclusive venue for litigation is the state and federal courts located in New York, New York. The parties irrevocably consent to the personal jurisdiction of these courts and waive any objection thereto. This Agreement is governed by the laws of the State of New York, without regard to conflict of law provisions.

(c) Jury Trial Waiver

EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(d) Injunctive Relief

Customer acknowledges that violation of this Agreement may cause irreparable injury to OneTablet for which monetary damages would be inadequate. OneTablet is entitled to seek injunctive or other equitable relief without bond or other security, in addition to all other remedies available at law or in equity.

(e) Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, natural disasters, pandemics, cyberattacks, or governmental actions.

(f) Notices

Except for termination notices under Section 9, all notices shall be delivered by email: to Customer at the email address on file with OneTablet, and to OneTablet at Support@OneTablet.com. Notice is deemed given on the day of delivery.

(g) Assignment

Customer may not assign its rights or delegate its obligations under this Agreement without OneTablet's prior written consent. OneTablet may freely assign this Agreement, including in connection with a merger, acquisition, or sale of assets. Any purported assignment by Customer in violation of this section is void.

(h) Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings. OneTablet reserves the right to modify this Agreement at any time by posting an updated version. For any modification that materially diminishes Customer's rights or materially increases Customer's obligations, OneTablet will provide at least 30 days' notice to Customer, and the modification will take effect at the end of that notice period. Any other modification, including a minor change or a change required to comply with applicable law or to address a security, operational, or third-party-platform requirement, takes effect upon posting of the updated version. Customer's continued use of the Services after a modification takes effect constitutes acceptance of the modified Agreement. Each OneTablet Party that is not a signatory to this Agreement is an intended third-party beneficiary of, and may enforce, the provisions of this Agreement that are expressed to be for its benefit, including Sections 13, 14, and 15. Except as expressly provided in this paragraph, this Agreement does not confer any rights or remedies on any person other than the parties.

(i) Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

(j) Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver of any breach shall constitute a waiver of any subsequent breach.

(k) Counterparts; Electronic Acceptance

Customer's acceptance of this Agreement by clicking "I Agree" or by accessing or using the Services constitutes a legally binding electronic signature. OneTablet maintains records of such acceptance, including the date, time, and IP address of acceptance, which shall be admissible in any proceeding as evidence of Customer's agreement to these terms.