WebEatery Managed ISO Addendum

This WebEatery Managed ISO Addendum (this "Addendum") modifies the WebEatery Merchant Services Agreement (the "Agreement") between Merchant (the "Merchant") and WebEatery (Thalione Corp.) ("WebEatery") for Merchants whose access to the Services is provided in connection with the Client Agreement defined below. Except as modified by this Addendum, the Agreement applies in full. If this Addendum and the Agreement conflict, this Addendum controls.

1. Definitions

  • "Client" means the Client, which has entered into a WebEatery Multi-Restaurant Service Agreement with WebEatery covering the Merchant's use of the Services.
  • "Client Agreement" means that WebEatery Multi-Restaurant Service Agreement between WebEatery and the Client, under which the Client pays a monthly service fee covering its Covered Locations' access to the Services.
  • "Covered Location" means a location listed on the Client Agreement's Schedule A. The Merchant's participation under this Addendum applies to its location(s) so listed.

2. Subscription Fees Paid by the Client

The subscription fees for the Merchant's Covered Locations are paid by the Client under the Client Agreement. Accordingly, the following provisions of the Agreement do not apply to the Merchant while it is a Covered Location: the per-location subscription fees, prepaid terms, first-year price protection, price-increase notice, and subscription refund and cancellation provisions of Section 4 (Fees and Payment), and the location add/remove billing mechanics of that Section.

3. Operational Charges Remain the Merchant's

The Merchant remains directly responsible for its own operational charges as provided in the Agreement, the Payment Terms, and the Operational Policies—including delivery fees and driver tips passed through to delivery providers, Print Shop and marketing fees, and any other charges arising from the Merchant's use of the Services. These are billed to the Merchant via ACH as described in the Payment Terms, and the Merchant must submit its own ACH Information Form.

4. Adding and Removing Locations

The Merchant's locations are added to or removed from coverage by the Client through the Client Agreement's location-registration process and Schedule A. Each added location enters into the Agreement together with this Addendum.

5. Suspension

WebEatery may suspend the Services for an individual Covered Location that fails to pay its operational charges when due, without affecting other locations. If the Client fails to pay the monthly service fee under the Client Agreement, WebEatery may suspend the Services for all of the Client's Covered Locations, including the Merchant's, as provided in the Client Agreement; WebEatery will use reasonable efforts to notify affected Merchants of any such suspension.

6. If the Client Agreement Ends

If the Client Agreement terminates, or the Merchant's location is removed from Schedule A, the Merchant's access under this Addendum ends. In that event, WebEatery will offer the Merchant the opportunity to continue the Services under a direct subscription on the Agreement's standard terms at WebEatery's then-current published rates.

Pending business decision: the conversion window (how long Services continue while the Merchant decides—e.g. 30 days), and whether any pricing accommodation applies (standard published rates vs. honored introductory pricing). Direction resolved June 2026 (_Ops/discussions/legal-positions.md P7); specifics open.

Absent conversion, the Services for the affected location(s) end at the close of the conversion window, and the Agreement's termination provisions (including Customer Data export under Section 7 of the Agreement and app teardown under Section 8) apply.

7. No Other Changes

All other provisions of the Agreement—including Customer Data ownership and export, Branded Apps, Consumer-Facing Policies, messaging compliance, confidentiality, intellectual property, warranties, limitation of liability, indemnification, and dispute resolution—apply to the Merchant unchanged.