End-User License Agreement

This End-User License Agreement ("Agreement") is between the business or individual accepting this Agreement (this business or individual being "you" or "Merchant") and GoTasty, Inc. ("GoTasty," "Developer," or "App Provider"). This Agreement is solely between you and GoTasty, and governs your use of the GoTasty software application and the corresponding services it provides (together, along with the associated documentation, proprietary, or intellectual property: the "App") when installed through the Clover App Market or otherwise provisioned in connection with your Clover point-of-sale system.

Please review this Agreement completely. You agree to be bound by the terms of this Agreement when you click "Accept" or otherwise download, install, copy, or use the App, and you must accept this Agreement before doing so. If you do not agree to the terms of this Agreement, you must click "Decline" and must not download, install, copy, or use the App.

1. The App

1.1 Functionality

The App provides you with the ability to operate a white-labeled online ordering, marketing, and loyalty platform for your restaurant, café, or food-service business. This includes, without limitation: publishing a branded mobile app and web storefront to your customers; accepting pickup and delivery orders; synchronizing menu items, categories, modifier groups, tax rates, and order types with your Clover point-of-sale system; sending synchronized order tickets to your Clover-connected receipt printer; processing customer payments through our third-party payment processor; configuring and running SMS, email, and push-notification marketing campaigns; and administering a loyalty and rewards program.

1.2 License Grant

GoTasty grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) of this Agreement to use the App solely for your internal business purposes. You will not otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the App. This license does not grant you any rights to GoTasty's (or any other third party's) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless expressly provided with the App. GoTasty reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to the App that are not specifically granted to you under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated with use of the App.

1.3 Updates and Maintenance

The App may update automatically from time to time, and you may be required to accept these updates to continue using the App. GoTasty may perform maintenance on the App, which may result in service interruptions or delays from time to time. GoTasty may not support older versions of the App. You are solely responsible for obtaining all equipment and services (for example, internet connectivity and supported Clover hardware) necessary to access and use the App.

2. Fees

2.1 No Monthly Subscription Fee

GoTasty does not charge you a monthly subscription fee for use of the App when installed through the Clover App Market. You are not billed through Clover for ongoing use of the App.

2.2 Platform Fee on Orders

GoTasty charges a platform fee equal to one percent (1%) of the gross order amount for each order processed through the App. The platform fee is collected by GoTasty through our third-party payment processor (Stripe) at the time each order is processed, and is retained from the funds flowing to you.

2.3 Payment Processing Fees

All customer payments collected through the App are processed by Stripe, Inc., and are subject to Stripe's standard payment processing fees (approximately 2.9% + $0.30 per successful transaction as of the date of this Agreement). These fees are charged by Stripe, not GoTasty, and are subject to change by Stripe. You are responsible for maintaining a valid Stripe Connect account and complying with Stripe's terms of service.

2.4 Taxes

You are responsible for payment of all sales, use, excise, or similar taxes (excluding taxes based on GoTasty's income) imposed by any federal, state, or local tax authority in connection with your use of the App or the orders processed through it.

2.5 Billing Errors

You must notify GoTasty of any billing errors within 120 days from when an error first appears in a statement, invoice, or payout, after which you release GoTasty from all liability for Losses (defined below) resulting from these errors.

3. Term

This Agreement commences when you accept or otherwise download, install, copy, or use the App, and will continue month-to-month until terminated (this period of time is the Agreement's "Term").

4. Suspension and Termination

4.1 Termination by GoTasty

GoTasty may promptly suspend or terminate your use of the App if (1) you violate this Agreement's terms; (2) GoTasty reasonably believes your use of the App may damage its reputation or intellectual property rights; (3) GoTasty suspends or terminates its agreement(s) with any third party involved in providing the App (including, without limitation, Clover or Stripe); (4) you exceed normal and reasonable usage for the App; (5) you experience a bankruptcy or insolvency event; or (6) you are using the App for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct with respect to use of the App.

4.2 Termination by You

You may terminate this Agreement at any time and for any reason (without cause) by uninstalling the App from your Clover account or by providing notice to GoTasty. Your termination will be effective at the end of the then-current month or billing period in which you give notice. You will not receive a refund for the billing period in which you terminate this Agreement.

4.3 Effect of Termination

Upon termination, your right to use the App will immediately cease. All provisions of this Agreement that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, and limitations of liability.

For thirty (30) days following termination, GoTasty will retain Merchant's order history, customer database, menu configuration, and other Merchant-owned data in a read-only state, and will provide reasonable assistance to Merchant in retrieving that data on written request to support@gotastyapp.com. After the thirty (30) day period, GoTasty may delete the data, subject to any applicable legal retention obligations.

5. Confidentiality, Data, and Ideas

5.1 Confidential Information

Neither of us will disclose non-public information about the other's business, including, without limitation, the terms of this Agreement, technical specifications (whether related to the App or otherwise), customer lists, or information relating to a party's operational, strategic, or financial matters (together, "Confidential Information"). Confidential Information does not include information that (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is independently developed without reliance on the discloser's Confidential Information; or (4) is received from a third party that is not obligated to keep it confidential. Each of us will implement and maintain reasonable safeguards to protect the other's Confidential Information.

5.2 Permitted Disclosures

Neither of us may disclose the other's Confidential Information except (1) to our respective directors, officers, employees, or representatives that need to know it in order to perform our obligations under this Agreement; (2) in response to a subpoena or court order; or (3) as required by applicable law, rule, or regulation.

5.3 Data Use

GoTasty may use data or information obtained through the App to provide its services, for research and development, or in aggregated and anonymized form to provide services generally, all subject to applicable Laws (defined below). Information GoTasty collects about you or your consumers is subject to GoTasty's privacy policy, which is accessible at https://gotastyapp.com/privacy.

5.4 Ideas

You may provide, or GoTasty may invite you to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, "Ideas"). By submitting any Ideas, you agree that (1) they are not Confidential Information; (2) they are not subject to any use or disclosure restrictions (express or implied); (3) you claim no rights in them; and (4) GoTasty has no obligation to notify or compensate you in connection with their disclosure or use. You release GoTasty from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.

6. Account

You will be required to register for an account with GoTasty to use the App. You will provide us with accurate information when setting up your account, and will maintain your account with current information. You will be responsible for establishing safeguards designed to prevent unauthorized access to, disclosure, use, or alteration of your account (safeguards may include, without limitation, user names, passwords, security questions and answers, or other credentials). You must notify GoTasty if you discover a security breach involving your account or the App. You are responsible for any unauthorized access to, disclosure, use, or alteration of your account, the App, or other transaction information that arises through your systems or account. It is your responsibility to back up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through your account or your use of the App (content may include, without limitation, transaction information, text, images, graphics, or photos).

7. Risk Allocation

7.1 "As-Is" Basis

The App is provided to you "as-is" and "as-available." You are solely responsible for determining if the App meets your needs. GoTasty disclaims all warranties (express or implied) related to your account or the App, including, without limitation, warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. GoTasty is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with your use of the App due to its interaction with other applications (including Clover or Stripe) or their content.

7.2 Indemnification

You will indemnify GoTasty, its directors, officers, employees, agents, subsidiaries, and affiliates against any third-party claims for losses, damages, costs, or expenses (including reasonable attorneys' fees) (together, "Losses") that result from your use or misuse of the App, or your breach of this Agreement. GoTasty may assume the defense of any third-party claims that you must indemnify it for (at your expense), and you will cooperate with the defense of these claims. You will not settle any third-party claims involving more than the payment of money without GoTasty's written consent.

7.3 Exclusion of Damages

To the extent permitted by applicable law, GoTasty will not be liable to you for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages, regardless of whether these damages were foreseeable or either of us was advised they were possible.

7.4 Cap on Liability

GoTasty's total, aggregate liability to you for all Losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will not exceed the amount of fees you've paid to GoTasty during the three (3) months prior to the Loss.

8. Communications

You authorize GoTasty to communicate with you electronically or otherwise using the contact information you provide to it (including, without limitation, via your account, the internet, email, text, or live agent or automated calls to your mobile or other phone, even if these numbers appear on a Do Not Call or other non-solicitation registry). You are responsible for any fees charged by your communications provider for phone, text, or email communications that GoTasty sends to you.

9. Compliance with Privacy Laws

GoTasty makes the following additional commitments, representations, and warranties to you, Merchant:

9.1 Service Provider Role

GoTasty will only process Merchant Data and Personal Information on behalf of, and as a Service Provider of, the Merchant, and will not collect, retain, use, or disclose that data for any purpose other than to perform GoTasty's obligations under this Agreement, as permitted under the California Consumer Privacy Act ("CCPA") and other applicable privacy and data protection laws (collectively, "Privacy Laws"). In no event will GoTasty "sell" (as defined by Privacy Laws) any such personal information.

9.2 No Independent Commercial Purpose

GoTasty will not collect, use, retain, disclose, sell, or otherwise make Merchant Data or Personal Information available for GoTasty's own commercial purposes, or in a way that does not comply with the CCPA or other Privacy Laws.

9.3 Proportionality

GoTasty will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the Services set forth in this Agreement, or another compatible operational purpose.

10. Data Subject Rights — Assistance with Requests

10.1 Cooperation with Merchant

GoTasty will reasonably cooperate and assist Merchant with meeting Merchant's CCPA and Privacy Law compliance obligations, and will respond to CCPA-related inquiries, including by responding to verifiable consumer requests, taking into account the nature of GoTasty's processing and the information available to GoTasty. GoTasty will make available to Merchant, in a manner consistent with the functionality of the App and GoTasty's role as a Service Provider of Personal Information of data subjects, the ability to fulfill data subject requests to exercise their rights under Privacy Laws.

10.2 Redirecting Data Subject Requests

If GoTasty receives a request from Merchant's data subject to exercise one or more of its rights under Privacy Laws in connection with the App, GoTasty will redirect the data subject to make its request directly to Merchant. Merchant will be responsible for responding to any such request, including, where possible, by using the functionality of the App. GoTasty will comply with reasonable requests by Merchant to assist with Merchant's response to such a data subject request.

10.3 Notice of Complaints

GoTasty will notify Merchant promptly if it receives any complaint, notice, or communication that directly or indirectly relates to either party's compliance with Privacy Laws relating to provisioning of the App.

11. General

11.1 Authority

You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you.

11.2 Modifications

GoTasty may modify this Agreement from time to time and will provide you with notice when these modifications occur (notification may be through the App, email, a website, changes to the date shown at the top of this Agreement, or other electronic means). Your continued use of the App indicates your acceptance of any modifications to this Agreement. You must stop using and uninstall the App if you do not agree to any modifications that are made to this Agreement.

11.3 Compliance with Laws

Each of us will comply with the laws, rules, and regulations (together, "Laws") that apply to our respective performance under this Agreement, including, without limitation, laws related to the collection and use of consumer information obtained via the App. You will follow the requirements of all user documentation provided for the App. You will not use the App to access, store, or transmit materials that are tortious, libelous, or offensive; that contain malicious code, viruses, time bombs, Trojan horses, bots, scripts, or other programs; or that infringe third parties' intellectual property rights.

11.4 Governing Law and Venue

This Agreement is governed by the laws of the State of Wyoming, without regard to its conflicts or choice of law statutes. The state and federal courts located in or for Sheridan County, Wyoming are the proper venue for any proceedings in connection with this Agreement. Both of us waive our rights to a trial by jury in connection with this Agreement.

11.5 Entire Agreement; Severability; Waiver

This is the entire agreement between us, and supersedes any prior agreements related to its subject matter. Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed, and the remaining terms will continue in effect. GoTasty is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them. We are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.

11.6 Assignment

You may not assign this Agreement without GoTasty's written consent, and any such attempted assignment is voidable by GoTasty; however, GoTasty may assign this Agreement without notice to you or your consent.

11.7 Contact

You may contact GoTasty at:

GoTasty, Inc.
General inquiries: info@gotastyapp.com
Support: support@gotastyapp.com
Legal notices: support@northwestregisteredagent.com
Address: 30 N Gould St Ste N, Sheridan, WY 82801 US
Phone: 509-768-2249