WebEatery Merchant Services Agreement

This WebEatery Merchant Services Agreement (this "Agreement") is between Merchant (the "Merchant") and WebEatery (Thalione Corp.), a Delaware corporation ("WebEatery"). By confirming acceptance, the Merchant agrees to be bound by this Agreement.

1. Definitions

• "Admin Account" means the Merchant's administrative account in WebEatery, accessible at https://manage.webeatery.app, through which the Merchant manages its account, services, configurations, and additional user accounts.
• "Branded Apps" means the mobile applications that WebEatery develops, maintains, and publishes carrying the Merchant's brand, together with the Merchant's online ordering storefront and any related interfaces.
• "Consumer Policies" means the customer-facing Terms of Use, Privacy Policy, and SMS Terms deployed on the Merchant's storefront and Branded Apps, as described in Section 9.
• "Customer Data" means data relating to the Merchant's customers that is collected or processed in connection with the Services, including order history, contact information, and rewards activity.
• "Operational Policies" means the policies, procedures, and pricing information maintained by WebEatery at https://webeatery.app/legal/operational-policies, as may be updated from time to time in accordance with Section 2.
• "Services" means the WebEatery platform and related services provided to the Merchant, including the online ordering storefront, Branded Apps, delivery coordination, customer rewards, point-of-sale ("POS") integration, analytics, print marketing, and technical support.
• "Transaction" means any customer payment processed in connection with the Services.

2. Operational Policies and Updates

WebEatery maintains the Operational Policies at https://webeatery.app/legal/operational-policies. The Operational Policies include, but are not limited to: subscription pricing and billing procedures; cancellation, refund, and plan-change procedures; marketing services offerings, ordering, and design-approval procedures; support procedures; and form submission requirements.

WebEatery may update the Operational Policies at any time. WebEatery will provide at least thirty (30) days' written notice to the Merchant before any change that materially affects the Merchant's payment obligations or use of the Services takes effect. Increases to the Merchant's subscription pricing are further limited by Section 4 (Fees and Payment), which controls over this Section where they differ.

Certain fundamental terms of the relationship between the parties—including basic payment obligations, Customer Data ownership, confidentiality requirements, termination rights, and the legal protections outlined in this Agreement—may not be modified through updates to the Operational Policies and require a formal amendment to this Agreement.

By continuing to use the Services after any update to the Operational Policies, the Merchant agrees to be bound by the current version. If the Merchant does not agree with an updated policy, the Merchant must cease using the affected Services and may terminate this Agreement pursuant to Section 16 (Term and Termination).

3. Provision of Services; License

WebEatery will develop and maintain the Services to allow the Merchant to offer online ordering, operate its Branded Apps, and process Transactions. WebEatery grants the Merchant a non-exclusive, non-transferable license to use the Services for the purpose of operating its business and processing Transactions during the term of this Agreement.

The Merchant manages its Services and configurations through its Admin Account.

4. Fees and Payment

Subscription. The Merchant will pay the per-location monthly subscription fees set out in the Operational Policies. Every plan is month-to-month; prepaying a multi-month term is an optional discount, not a long-term commitment.

Price protection. The Merchant's subscription pricing is locked for the Merchant's first year. After the first year, any increase to a subscribed product takes effect only on ninety (90) days' written notice. Pricing for add-ons, one-off and flat-rate print products, and new-customer or upgrade pricing may change without that notice period.

Adding and removing locations. The Merchant may add a location at any time; it is active immediately and billed prorated on the next invoice at the rate in effect when added, and that rate is then protected for the remainder of the Merchant's first-year window. The Merchant may remove a location effective at its next renewal; the current period is not refunded, and the location remains active through the time already paid for.

Refunds and cancellation. A full refund is available within the Merchant's first thirty (30) days. After the first thirty (30) days: on a monthly plan, the current month is not refunded, but the Merchant may cancel at any time before the next renewal and will not be charged again, apart from any outstanding fees; on a prepaid term, ending or reducing service early is credited for whole unused months—months already used are charged at the full monthly rate, and partial months are not refunded.

Billing. Subscription fees and other applicable charges are processed via ACH according to the schedule in the Operational Policies. If the Merchant fails to make a payment when due, WebEatery may suspend the Merchant's Services and apply late fees as specified in the Operational Policies.

Customer pricing. WebEatery does not add a service fee to the Merchant's customers; customers pay the Merchant's menu prices.

Transactions. Transaction processing—including the applicable processing route, settlement, and chargebacks—is governed by the WebEatery Payment Terms, which are incorporated into this Agreement by reference.

5. Merchant Responsibilities

• Compliance. The Merchant will comply with all applicable laws and regulations in its use of the Services, including those governing food safety, alcohol sales where applicable, consumer protection, and marketing communications.
• Account management. The Merchant is responsible for managing all user accounts associated with its Admin Account, setting appropriate access levels, and monitoring user activity.
• Data accuracy. The Merchant is responsible for the accuracy of all information it enters through its Admin Account, including menu content, pricing, hours, and business information.
• Menu disclosures. The Merchant is solely responsible for the accuracy of menu descriptions, ingredient and allergen information, and for handling customer inquiries about them.
• Cooperation. The Merchant will provide WebEatery with reasonable assistance and information to resolve issues with the Services.

6. WebEatery Responsibilities

• Security. WebEatery will maintain commercially reasonable administrative, technical, and physical safeguards to protect Customer Data and the Merchant's business information.
• Support. WebEatery will provide reasonable technical support to the Merchant to resolve issues with the Services.
• Availability. The Services will be available with 99% uptime, excluding scheduled maintenance.

7. Customer Data

Ownership. As between the parties, the Merchant owns the Customer Data. WebEatery processes Customer Data on the Merchant's behalf to provide the Services.

License to WebEatery. The Merchant grants WebEatery a license to use Customer Data to provide, maintain, secure, and improve the Services—including support, fraud prevention, analytics, and product development—and to use Customer Data in aggregated or de-identified form that does not identify the Merchant's customers or the Merchant.

Restrictions. WebEatery will not sell Customer Data and will not use Customer Data to market to the Merchant's customers on WebEatery's own behalf.

Export. Upon the Merchant's request, including at termination, WebEatery will provide the Merchant an export of its Customer Data in a commonly used, machine-readable format.

8. Branded Apps and App Stores

Publication. WebEatery develops and publishes the Merchant's Branded Apps on the Merchant's behalf. Unless the parties arrange a Dedicated Developer Account, the Branded Apps are published under WebEatery's developer accounts with Apple and Google. In all cases, the Merchant's brand, content, and Customer Data remain the Merchant's.

Dedicated Developer Accounts. At the Merchant's election and at the additional charge specified in the Operational Policies, the Branded Apps may instead be published under the Merchant's own Apple and Google developer accounts. The Merchant is responsible for enrolling in and maintaining those accounts—including the program fees charged by Apple and Google—and will provide WebEatery the access reasonably required to build, submit, and maintain the Branded Apps.

App store terms. Distribution of the Branded Apps is subject to the applicable terms of the Apple App Store and Google Play, and each party will comply with the developer terms applicable to its role.

Teardown. On termination of this Agreement, WebEatery will remove Branded Apps published under its own accounts from the app stores, and will disconnect Branded Apps published under the Merchant's accounts and direct the Merchant on removal.

9. Consumer-Facing Policies

Default deployment. WebEatery provides default Consumer Policies—drafted by WebEatery and updated from time to time—and deploys them on the Merchant's storefront and Branded Apps.

Substitution. The Merchant may instead supply its own Consumer Policies, provided that they (a) contain the minimum provisions set out in the Operational Policies, including WebEatery's service disclaimers and limitations of liability, the disclosure that the platform is operated by WebEatery and is not the restaurant, the Customer Data sharing disclosure, and the app-store terms incorporation; and (b) are at least as protective of WebEatery as the default Consumer Policies. WebEatery may review and reject substituted Consumer Policies but has no obligation to review them, and no review or failure to reject relieves the Merchant of its obligations under this Section.

Responsibility. A Merchant that supplies its own Consumer Policies is solely responsible for their legal sufficiency and will indemnify WebEatery against claims arising from their content or deficiencies.

10. Text Messaging Compliance

Merchant marketing programs. The Merchant is the sender of record for text-message marketing programs operated through the Services. The Merchant is responsible for obtaining and maintaining all required consents from message recipients, honoring opt-outs, and complying with applicable messaging laws and industry requirements—including the TCPA, CTIA guidelines, and A2P 10DLC registration requirements.

Platform messages. WebEatery operates transactional platform messaging, including sign-in verification (OTP) messages, and is responsible for its compliance for those messages.

Suspension. WebEatery may suspend the Merchant's messaging features immediately if the Merchant's use creates a material compliance risk, and will notify the Merchant promptly of any such suspension.

11. Marketing Services and Print Shop

WebEatery provides marketing services and print products to support the Merchant's business. Ordering options are detailed in the Operational Policies; current products, prices, and designs are displayed in WebEatery at the time of order.

12. Confidentiality

Each party will keep the other party's confidential information confidential and use it only in connection with this Agreement.

13. Intellectual Property

WebEatery owns the Services, the WebEatery platform, and all related technology and documentation; no rights are transferred to the Merchant except the license in Section 3. The Merchant owns its trademarks, logos, menu content, and other brand materials, and grants WebEatery a license to use them solely to provide the Services, including building and publishing the Branded Apps and producing print products the Merchant orders.

14. Warranties; Disclaimer

Each party warrants that it has the authority to enter into this Agreement. Except for the express commitments in this Agreement, the Services are provided "as is," and WebEatery disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

15. Limitation of Liability

WebEatery's liability under this Agreement will not exceed the total amount of fees collected by WebEatery from the Merchant in the three (3) months prior to the event giving rise to the claim.

WebEatery is not liable for errors, losses, or damages arising from incorrect data entered by the Merchant, including incorrect pricing, menu or allergen information, or customer data; the Merchant is solely responsible for verifying the accuracy of data it enters.

WebEatery is not liable for actions, errors, or unauthorized access resulting from the Merchant's management of user accounts under its Admin Account.

WebEatery is not liable for loss, expiration, or incorrect calculation of customer reward points or loyalty benefits; while WebEatery provides the tracking system, the Merchant is responsible for monitoring and verifying rewards calculations for its programs.

16. Term and Termination

Term. This Agreement begins on the Effective Date and continues until terminated in accordance with this Section.

Termination by the Merchant. The Merchant may terminate this Agreement at any time by submitting an account cancellation request in accordance with the procedures in the Operational Policies. The refund and credit treatment in Section 4 applies.

Termination for cause. Either party may terminate this Agreement immediately if the other party breaches its obligations and does not cure the breach within thirty (30) days of receiving notice.

Effect of termination. On termination: the Merchant's license to the Services ends; Branded Apps are removed or disconnected per Section 8; outstanding fees become due; and Customer Data export is available per Section 7.

17. Dispute Resolution; Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Disputes will be resolved through the following process:

1. Informal resolution. The parties will first attempt to resolve the dispute through informal discussions. Either party may initiate this process by written notice detailing the nature of the dispute, and the parties will use good-faith efforts to resolve it within thirty (30) days of that notice.
2. Mediation. If the dispute is not resolved informally, the parties will submit it to mediation before a mutually agreed mediator, with the costs of mediation shared equally.
3. Arbitration. If the dispute is not resolved through mediation within thirty (30) days, it will be resolved by binding arbitration under the rules of the American Arbitration Association (AAA), by a mutually agreed arbitrator whose decision is final and binding. Each party bears its own costs, and the arbitrator's fees are shared equally.
4. Class-action waiver. Disputes will be resolved on an individual basis; neither party may participate in a class, consolidated, or representative action against the other.
5. Litigation. Notwithstanding the above, either party may seek injunctive relief or other provisional remedies in any court of competent jurisdiction to prevent irreparable harm, preserve the status quo, or protect its interests.
6. Continuation of services. During the dispute-resolution process, both parties will continue to perform their obligations under this Agreement unless and until it is terminated in accordance with its terms; however, if the Merchant fails to make a payment via ACH when due, WebEatery reserves the right to suspend the Merchant's services until payment is received.

18. Notices

Notices to the Merchant will be sent to the email address associated with its Admin Account. Notices to WebEatery will be sent to legal@webeatery.app or to Thalione Corp., 728 S Heather Ln, West Covina, CA 91791, United States.

19. Miscellaneous

• Entire agreement. This Agreement, together with the documents it incorporates by reference, is the entire agreement between the parties regarding the Services and supersedes prior agreements on the subject.
• Assignment. Neither party may assign this Agreement without the other's consent, except that WebEatery may assign it in connection with a merger, acquisition, or sale of substantially all assets.
• Severability; waiver. If a provision is unenforceable, the remainder stays in effect; a failure to enforce a provision is not a waiver of it.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Independent contractors. The parties are independent contractors; this Agreement creates no partnership, joint venture, or agency.
• Survival. Sections 7 (Customer Data), 12 (Confidentiality), 13 (Intellectual Property), 14–15 (Warranties; Liability), and 17 (Dispute Resolution) survive termination.

20. Incorporated Documents

The following are incorporated into this Agreement by reference: the Operational Policies; the WebEatery Payment Terms; the Acceptable Use Policy; the default Consumer Policies as deployed; and, for Merchants whose access is provided under a managed ISO arrangement, the applicable Managed ISO Addendum.

By confirming below, the Merchant acknowledges that certain operational details of the Services are governed by the Operational Policies available at https://webeatery.app/legal/operational-policies, agrees to review them periodically, and understands that continued use of the Services constitutes acceptance of updates made in accordance with Section 2.