WebEatery Payment Terms

These WebEatery Payment Terms (these "Payment Terms") are incorporated by reference into the WebEatery Merchant Services Agreement (the "Agreement") between Merchant (the "Merchant") and WebEatery (Thalione Corp.) ("WebEatery"). Capitalized terms not defined here have the meanings in the Agreement. These Payment Terms govern the processing of Transactions; subscription fees and refunds of subscription fees are governed by the Agreement and the Operational Policies.

1. Processing Routes

Transactions are processed through one of two routes, determined by the Merchant's configuration:

• POS-integrated — for Merchants using a supported POS integration (Clover or Square), Transactions are processed through the Merchant's own POS payment account (Section 2).
• WebEatery-processed — for Merchants using the WebEatery tablet or printer setup, Transactions are processed through Stripe (Section 3).

The Merchant's active route is reflected in its Admin Account. Both the storefront and the Branded Apps use whichever route the Merchant is on.

2. POS-Integrated Processing

For POS-integrated Merchants, Transactions are processed through the Merchant's own payment account with its POS provider. WebEatery routes orders into that account and does not receive, hold, or control Transaction funds on this route.

• The Merchant's agreement with its POS or payment provider exclusively governs processing on this route, including processing fees, settlement timing, payouts, reserves, and card disputes. WebEatery is not a party to that agreement and is not responsible for the provider's acts or omissions.
• The Merchant must maintain its POS payment account in good standing; the Services' ordering functions depend on it.

3. WebEatery-Processed Transactions (Stripe)

For Merchants using the WebEatery tablet or printer setup, Transactions are processed through Stripe.

Stripe terms. Payment processing on this route is subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement, each as updated by Stripe from time to time. By using this route, the Merchant agrees to be bound by them, and they are incorporated into these Payment Terms by reference. The Merchant will provide accurate, complete information required for onboarding and identity verification (including information WebEatery or Stripe requires under know-your-customer and sanctions rules) and keep it current. WebEatery may suspend this route if the Merchant's Stripe account cannot be verified or enters restricted status.

Processing fees. Standard payment-processing fees apply to Transactions on this route and are disclosed at signup or in the Operational Policies.

Pending business decision (P13)—complete before this route activates:

• Merchant-of-record and charge structure — working lean: direct charges on the Merchant's connected account, making the Merchant the merchant-of-record, with funds settling directly to the Merchant. As currently configured, WebEatery appears on customer card statements; the final configuration is under discussion.
• Statement descriptor — to be set so the Restaurant's name leads on customer card statements under either configuration (reduces unrecognized-charge disputes; consistent with the first-party positioning).
• Settlement schedule — per Stripe payout schedule on direct charges, or defined here if funds route differently.
• Chargeback and dispute allocation — working lean: chargebacks, reversals, and dispute fees on this route are the Merchant's responsibility, with WebEatery providing reasonable assistance and platform records as evidence.

4. Remittance; No Commission

WebEatery takes no commission on Transactions. The full amount of every order—including delivery fees and driver tips—flows to the Merchant, less the standard payment-processing fees charged on the applicable route. Delivery fees and driver tips collected with an order are passed through to the applicable delivery provider as described in Section 5.

5. Amounts Collected from the Merchant

WebEatery collects amounts owed by the Merchant—subscription fees, Print Shop fees, delivery fees and driver tips passed through to delivery providers, and other applicable charges—via ACH, according to the schedule and the failed-payment provisions in the Operational Policies. The Merchant authorizes these debits by submitting an ACH Information Form and agrees to maintain a funded account for them. Failure to pay amounts when due may result in suspension of Services as described in the Agreement and the Operational Policies.

6. Customer Refunds

Refunds to customers for order issues are determined by the Merchant under its refund policy and are processed on the same route as the original Transaction. WebEatery may process a refund at the Merchant's instruction, or on its own initiative where required by the processor's rules or applicable law, in which case it will notify the Merchant. Refunded amounts and any non-returnable processing fees are borne by the Merchant.

7. Chargebacks and Disputes

• POS-integrated route: card disputes and chargebacks are handled entirely under the Merchant's agreement with its POS or payment provider; WebEatery has no role in them.
• WebEatery-processed route: allocation per the pending block in Section 3. In all cases, the Merchant will cooperate in fraud prevention, will not knowingly process fraudulent Transactions, and will retain order records relevant to disputes.

8. Taxes

The Merchant is responsible for determining the taxability of its products, configuring applicable tax rates and rules in WebEatery, and reporting and remitting all sales and similar taxes on its orders. WebEatery applies the Merchant's tax configuration to orders but does not provide tax advice and is not responsible for the Merchant's tax compliance.

9. Grandfathered Service-Fee Arrangements

Merchants whose agreements predate the current pricing model and include a customer-facing service-fee arrangement continue on that arrangement for the grandfather period communicated to them. On those accounts, the fee is displayed to customers before order placement, as required by the Consumer Terms of Use.

10. Changes

WebEatery may update these Payment Terms; material changes take effect on thirty (30) days' written notice to the Merchant. Continued use of the Services after the effective date constitutes acceptance.