Restaurant Master Subscription Agreement

1. Contract structure and order of precedence

1.1. This Agreement, any mutually accepted Order Form, the Data Processing Addendum ("DPA") where applicable, the Acceptable Use Policy, and the incorporated subscription/refund policies form the parties' agreement ("Agreement"). An Order Form controls commercial details in case of conflict; the DPA controls personal-data processing terms; this MSA otherwise controls over public website Terms. No restaurant purchase-order boilerplate overrides this Agreement unless expressly signed by Provider.

1.2. The person accepting on behalf of Customer represents and warrants that they have authority to bind Customer, and that Customer is acquiring the Services for legitimate business operations and not as a consumer.

1.3. Changes to a signed Order Form or material changes to this MSA require notice or acceptance as specified in Section 19; no silent retroactive changes to accepted price or essential commercial terms.

2. Services, locations and support

2.1. Provider grants Customer access to the DineStack cloud and compatible POS, kitchen, driver, back-office, menu, receipt, device-management and other features expressly subscribed and actually enabled for Customer (collectively "Services"). Features are limited to approved locations, authorized users, applicable regions, supported operating systems, activated integrations and released versions.

2.2. No particular feature is promised merely because it appears in marketing, test builds, future roadmaps or disabled server-side code. Third-party payment, marketplace, drawer/printer, Windows and mobile features require their own certification and enablement.

2.3. Provider will use commercially reasonable efforts to operate and support the Services, subject to maintenance, internet outages, payment-network restrictions, client connectivity and force majeure. No specific uptime percentage, recovery-time objective, guaranteed response time or insurance-backed service credit is promised unless written in a separate signed service-level addendum.

2.4. Customer supplies and maintains its premises, adequate connectivity, approved hardware, power, printer consumables, local-network security and backup procedures. Provider is not responsible for third-party hardware failure except under a separate express sale or warranty.

2.5. Where enabled, Customer may manually record delivery-app orders using predefined or Customer-configured source labels. Recording a source does not mean Provider receives or transmits orders from that marketplace, acts as its agent, is commercially affiliated with it or processes the marketplace-collected customer payment. Customer must have authority to use any chosen provider name and must accurately identify payment collection and settlement.

2.6. As a standard application output format, Provider may include a factual two-line attribution, "Powered by DineStack" followed by "www.DineStack.app", on printed and electronic receipts, in readable, centered type that is secondary to the receipt totals and the restaurant's name. Such attribution does not identify Provider as the food seller, alter the required restaurant identity or pricing/tax disclosures, or transfer ownership of Customer's restaurant brand. Customer must not remove mandatory transaction information to make room for attribution.

2.7. One identity may be authorized for multiple restaurants or locations only through separate organization/location access assignments. Such access does not merge tenants, subscriber contracts, Customer Data, financial ledgers or the rights of unrelated restaurants.

3. Subscription, billing and taxes

3.1. Unless an accepted Order Form provides otherwise, the standard rate is USD $149 for each billed active restaurant location per month, payable in advance, plus applicable transaction taxes. No minimum annual term applies to the standard monthly plan.

3.2. Subscription automatically renews month-to-month until canceled. Customer expressly authorizes recurring charges under the checkout disclosure and its accepted payment method; billing through Stripe is subject to Stripe's applicable rules. Customer must maintain an accurate payment method and contact details.

3.3. The Order Form identifies the initial billed locations. Changes in billed location count must be authorized by an owner-level user and reflected in a record describing effective date, amount, and any prorations. No hidden charge for adding users or devices unless expressly disclosed in an accepted order.

3.4. Charges are ordinarily nonrefundable for an already-started billing period and cancellation ordinarily becomes effective at the end of that period, subject to mandatory law, charge-error correction and contractual remedies for Provider breach. No cancellation penalty applies to the standard month-to-month subscription.

3.5. Customer shall pay legally applicable taxes associated with the subscription, other than taxes imposed on Provider's net income. Provider will collect taxes where legally required after a jurisdiction-specific taxability assessment. Processor charges, restaurant payment fees, shipping, third-party marketplace costs and equipment are separate unless expressly included.

3.6. Provider will notify Customer at least 30 days before increasing the standard monthly recurring rate; Customer may cancel before the new price takes effect.

3.7. Completing a public website intake, requesting a demo or contacting sales does not create a paid subscription. The subscription starts only upon appropriate affirmative acceptance of the applicable Order Form, commercial disclosures and recurring-billing authorization, and successful account activation as applicable.

4. Nonpayment, grace and operational continuity

4.1. Upon a payment failure, Provider will provide a seven-calendar-day grace period from the payment due date or failed-charge notification under the approved subscription policy, unless fraud, security or legal reasons require immediate action.

4.2. Following the grace period, Provider may restrict nonessential expansion (such as new location or device enrollment) before restricting existing operations, to the extent technically available. Provider will not intentionally interrupt a payment transaction already in progress solely due to recurring SaaS payment collection. This clause does not guarantee uninterrupted power, connectivity, payment-provider access or service during serious security or legal events.

4.3. Before restricting service for unpaid invoices, Provider will use reasonable notice methods to the account owner, without waiving the right to pursue undisputed overdue amounts lawfully owed.

5. License and DineStack intellectual property

5.1. Subject to timely payment and compliance, Provider grants Customer a limited, nonexclusive, nontransferable, nonsublicensable right during the subscription to use the Services and approved object-code applications solely for Customer's internal restaurant operations at authorized locations. Customer may allow authorized employees and contractors acting for it to access the Services, and remains responsible for their acts and omissions.

5.2. Provider and its licensors exclusively retain all right, title and interest in the DineStack software, source and object code, APIs, documentation, screens, interface designs, templates, know-how, trademarks, service marks, logos, processes protected as trade secrets and all upgrades and improvements, subject to third-party licenses and legal limitations. No assignment, sale or work-for-hire transfer of Provider technology occurs under this Agreement.

5.3. Except to the extent restrictions are prohibited by law, Customer will not: reverse engineer or decompile the software; obtain or try to obtain source code through security circumvention; copy or distribute executable programs outside approved deployment; resell, sublicense, rent or provide bureau services using DineStack; create a competing derivative by using protected source or confidential information; remove ownership notices; or permit unauthorized third parties to access its subscription. This does not prohibit lawful interoperability, legally protected independent development, honest reviews, or rights that cannot be contractually waived.

5.4. Customer grants Provider permission to use Customer's name and logo only as necessary within its account and to provide contracted services. Public marketing references or case studies require Customer's separate permission.

5.5. Customer may submit suggestions. Provider may use ideas and feedback without compensation only to the extent they do not disclose Customer Confidential Information or protected Customer Data. Nothing in this clause transfers Customer-owned content or data.

5.6. Open-source and third-party components remain subject to their own applicable licenses. Provider shall preserve required notices and licenses.

6. Customer data, content and export

6.1. "Customer Data" means restaurant-originated information submitted to or generated through the Services on Customer's behalf, such as menus, guest and employee records, orders, receipts and operations data, excluding Provider-owned software and service telemetry that does not disclose Customer's protected information.

6.2. As between the parties, Customer retains all rights it holds in Customer Data. Customer grants Provider and authorized processors a limited license to host, transmit, reproduce, process, back up and display Customer Data solely as necessary to deliver, secure, troubleshoot and lawfully administer Services, and for additional purposes only if specifically authorized or legally permitted.

6.3. Customer warrants it has necessary rights and notices to process images, menus, employee identifiers, customer information and third-party marketplace data it supplies. Customer controls its permissions, data accuracy and lawful retention obligations and must not input card numbers/CVV into ordinary notes or support channels.

6.4. Self-service export of Customer Data is not currently available in the Services, and Provider does not promise an automated export; report downloads available to authorized users (such as payroll, end-of-day close and inventory reports) are not a complete export of Customer Data. During the subscription or following cancellation, Customer's authorized owner may request an export of Customer Data by email to info@dinestack.app sent from the account owner's email address. After verifying the requester's identity and authority to make the request, Provider will provide an export of Customer Data in a commonly used, machine-readable format within a reasonable time and in any case within any period required by applicable law, subject to lawful retention and security requirements. This Agreement does not authorize indefinite data retention.

6.5. The DPA governs personal data processed on Customer's instructions. Offline caches on authorized devices may require Customer action to secure or erase them when devices change ownership or subscriptions end.

6.6. Source-of-order metadata (including selected marketplace name, third-party store identifier, external order reference and optional marketplace tip, where collected) forms part of the applicable order history. Provider may preserve an immutable historical snapshot and record later authorized corrections through an audit trail to prevent reconciliation errors. Customer remains responsible for accuracy and the rights needed to store external provider references.

7. Confidentiality

7.1. "Confidential Information" includes nonpublic software, credentials, product roadmaps, source code, security findings, financial terms, Customer Data and other information identified as confidential or reasonably understood to be confidential. Both parties will use such information only for Agreement purposes, protect it with reasonable care and restrict access to persons bound by appropriate confidentiality duties.

7.2. The duty excludes information the receiver proves was lawfully public without its breach, previously known without restriction, independently developed without access, or lawfully obtained from another source without a confidentiality duty.

7.3. Disclosure required by law is permitted to the minimum required, with prior notice where legally allowed. On termination, parties must stop unauthorized use and address retained copies consistent with documented deletion, legal hold and backup procedures. Trade-secret confidentiality continues while information remains a protected trade secret; other confidentiality duties survive three years after termination, except protected personal data obligations survive as required by law.

8. Security and incident response

8.1. Provider will maintain commercially reasonable administrative, technical and physical safeguards appropriate to the information it processes, including access control, credential protection, monitoring and incident response. No statement in this Agreement guarantees that any system cannot be compromised.

8.2. Customer is responsible for secure devices, access permissions, strong and unique credentials, immediate account removal of departing staff, lawful customer and employee notices, local Wi-Fi/terminal/printer security and promptly reporting suspected incidents.

8.3. Each party will notify the other without undue delay after confirming a security incident affecting the other's protected data, consistent with applicable law, its role and reasonable incident verification. Provider will provide reasonable cooperation and information for lawful notifications. Parties must not make contradictory public statements without consultation where practicable, but neither may prevent lawful reporting.

9. Payment processing; no custody of restaurant funds

9.1. Restaurant guest transactions, where enabled, use separate payment-provider terms. Customer is the seller of its food and services and bears responsibility for restaurant-specific sales, consumer refund policy, disputed transactions, taxes, tips, employees and legally required disclosures.

9.2. A Stripe connected account is subject to Stripe's Connected Account Agreement and Services Agreement, which Customer must separately accept. Provider's role is to deliver authorized software integrations and limited instructions to Stripe within features and permissions granted by Customer. This Agreement does not by itself constitute acceptance of Stripe's terms.

9.3. The current approved model is direct card charges to Restaurant's eligible connected account; DineStack imposes no separately stated per-card-transaction application fee under that model unless a new Order Form and applicable notices expressly provide otherwise. Stripe processing fees are independent of DineStack subscription fees.

9.4. Provider does not guarantee Stripe underwriting, availability, dispute outcome, settlement date, Interac support or payout timing. Features for refunds, disputes and payouts are unavailable until separately enabled and certified. Provider must not exercise payment authority beyond Customer instructions or the contractual permissions agreed with the payment provider.

9.5. Manual entry/classification of Uber Eats, DoorDash, Grubhub, SkipTheDishes or a Customer-configured delivery-app label is an operational tool, not a representation of a live integration, partnership, endorsement or authorization by any named company. Customer is responsible for its marketplace contracts, chosen labels, source identifiers and accurate classification.

9.6. Customer shall distinguish amounts collected by third-party delivery marketplaces from cash and card payments collected through DineStack; a marketplace receipt entry is not independent evidence of an actual provider payout. Corrections to source, third-party order numbers or marketplace-collected tips must retain appropriate event history and authorization controls. Such orders must not trigger a cash drawer merely because an order is recorded.

9.7. Canadian Interac and device-specific refund flows, U.S. reader usage and mobile Tap to Pay remain subject to independent regional, hardware and payment-provider certification and activation. Provider makes no representation that receiving or compiling supporting code means a capability is currently available.

10. Restaurant operations and legal compliance

Customer is solely responsible for preparation and sale of food; employee classification, wages, scheduling and tips; health and safety; allergen and consumer notices; menu accuracy; sales and payroll tax duties; business permits; and instructions given to staff. Provider supplies operational technology and not tax, legal, payroll, banking or food-safety professional advice. Customer must review reports and reconcile cash, credit, refunds and external-terminal payments rather than treating software data as independent proof of bank settlement.

11. Third-party tools and devices

Customer's use of third-party hardware, carriers, ISPs, SMS services, authentication providers and processors is subject to those vendors' requirements. Provider is responsible for what it promises about its own services but is not the manufacturer of third-party devices. Integration changes required by payment networks or operating systems may affect device compatibility; Provider will communicate material changes when practicable.

12. Warranties and disclaimer

12.1. Each party warrants its right and authority to enter this Agreement. Provider warrants that it will provide the Services with reasonable skill and care and will materially conform to its then-current applicable documentation when used as instructed on supported configurations. Customer's exclusive contractual remedy for a reproducible material breach of this service warranty is prompt notice and a reasonable opportunity for Provider to correct or work around the defect; if Provider cannot do so within a commercially reasonable time, Customer may terminate the affected Services and receive a prorated refund of prepaid fees for the unavailable remainder of the affected subscription period.

12.2. Except for express warranties and mandatory legal protections, Services are provided on an "as available" basis; Provider does not warrant uninterrupted or error-free transactions, complete data restoration, or legal/tax compliance of Customer operations. Consumer statutory rights, if any nonwaivable rights apply, remain unaffected.

13. Indemnification

13.1. Customer will defend Provider and its officers and personnel against third-party claims arising from (a) Customer's restaurant products or operations, (b) Customer-supplied content that unlawfully infringes rights, (c) Customer's violation of law involving employees, guests or taxes, or (d) Customer's unauthorized payment/marketplace activity; and pay reasonable awarded damages, settlements approved by Customer, and reasonable defense costs, except to the extent caused by Provider's negligence, breach or unlawful acts.

13.2. Provider will defend Customer against a third-party claim that unmodified Provider-owned software, as supplied and used as authorized, infringes that third party's U.S. copyright or trade-secret right, and pay final awarded damages or settlement approved by Provider. Exclusions apply to Customer content, unauthorized modifications, combination with nonapproved components when infringement would not otherwise arise, and continued use after a reasonable noninfringing substitute is provided. Provider may obtain rights, modify/replace functionality, or terminate the affected Service and refund unused prepaid fees if none is commercially feasible.

13.3. Indemnified party must promptly notify indemnifying party, give reasonable cooperation, and allow control of defense, provided no settlement admits fault, imposes nonmonetary obligations or fails to release the indemnified party without its consent (not unreasonably withheld). Delay excuses obligations only to the extent prejudicial. Both parties may retain separate counsel at their own cost.

14. Limitation of liability

14.1. To the maximum extent permitted by law, neither party is liable for indirect, special, consequential, exemplary or punitive damages, or lost profits or opportunities, arising from this Agreement, except where an exclusion is prohibited by law or relates to third-party amounts recoverable under an express indemnity.

14.2. Subject to Section 14.3, Provider's cumulative aggregate liability arising from this Agreement will not exceed the greater of USD $1,000 and fees paid or payable by Customer to Provider for the affected Services in the twelve months before the event giving rise to the first claim. This cap is not insurance and does not limit nonwaivable statutory remedies.

14.3. The caps/exclusions do not limit: fraud, intentional misconduct, either party's payment obligations, deliberate misuse/misappropriation of the other party's intellectual property or Confidential Information, or any liabilities that applicable law prohibits limiting.

14.4. Claimants must take reasonable steps to mitigate loss, including promptly notifying of operational errors and using feasible backup procedures.

15. Term, cancellation and termination

15.1. Agreement continues while any accepted subscription remains active. Standard monthly subscriptions renew monthly unless canceled by an authorized owner before the next renewal under the published cancellation process.

15.2. A party may terminate for material breach not cured within 30 days after detailed written notice, except an incurable breach, fraud, imminent harm, legal prohibition or serious security threat may justify an immediate protective suspension or termination as permitted by law. Provider should use the least disruptive proportionate action practicable.

15.3. Customer can cancel its standard monthly subscription without cause or early-termination penalty; ordinary effect is at the close of the current prepaid period. The Refund/Cancellation Policy addresses credits, errors and required refunds.

15.4. Following termination, license and user access cease, unpaid accrued amounts remain due, and Provider may delete data in accordance with the DPA, approved retention schedule and applicable law. Before deletion, Provider will make reasonable efforts to address a timely authorized export request under Section 6.4. Authorized device administrators should remove old local account data. Sections intended by nature to survive survive, including ownership, confidentiality, accrued fees, dispute resolution and limits of liability.

16. Notice of dispute; informal resolution

16.1. Before filing an ordinary contract lawsuit, the complaining party will send a written Dispute Notice identifying the Agreement, facts, requested remedy and contact person, via info@dinestack.app with "LEGAL DISPUTE NOTICE" in the subject for Provider, and to the Customer notice email in the Order Form for Customer. Each party will acknowledge receipt when possible. Formal service of process must comply with applicable law.

16.2. Representatives with settlement authority will negotiate in good faith for 30 calendar days after receipt. Either party may request a remote meeting and reasonable documentary exchange. This process does not preclude urgent relief, preservation of evidence, regulatory complaints or filings needed to avoid a statute-of-limitations deadline.

17. Mediation, governing law and courts

17.1. If negotiation does not resolve the dispute, the parties will attempt one confidential, nonbinding mediation administered by a mutually agreed mediator, remotely or in New York, within 30 additional days, unless a party refuses or urgent relief is necessary. Mediator fees will be shared equally unless agreed otherwise. The parties may proceed to court if no mediator is jointly chosen within 15 days or mediation fails.

17.2. The laws of the State of New York, United States govern this Agreement, without regard to conflict-of-laws principles, except for overriding mandatory law. For ordinary contract disputes, each party consents to the state courts of New York and, where federal subject-matter jurisdiction exists, the U.S. District Court for the Southern District of New York. This clause does not manufacture federal jurisdiction and does not foreclose a legally required alternative forum or permitted small-claims filing.

17.3. Either party may seek prompt temporary or permanent injunctive relief in any court with appropriate jurisdiction to protect intellectual property, confidential data, payment security or persons. Such relief does not waive remaining dispute-resolution provisions. No pre-dispute mandatory arbitration, class-action waiver or jury-trial waiver is imposed by this Agreement.

18. Force majeure

Neither party is liable for failure caused by events beyond reasonable control, such as major utility/network outage, disaster, governmental action or payment-network interruption, provided it notifies the other when practical and makes reasonable mitigation efforts. This does not excuse accrued fee payment or cybersecurity failures within the party's reasonable control.

19. General terms

19.1. Notices. Operational notices may use verified account email or administrator notifications. Formal legal notices use the parties' contact information in the Order Form and a method providing evidence of delivery, subject to legal service rules.

19.2. Assignment. Customer may not transfer the subscription to a different legal entity without Provider's consent, not unreasonably withheld for an ordinary business successor that assumes obligations. Provider may assign to a successor in a merger or asset sale subject to continued confidentiality, security and contract obligations.

19.3. Independent contractors. The parties are independent contracting businesses, not partners, fiduciaries, employers of one another's staff, or joint ventures. Nothing constitutes Provider a bank, money transmitter or restaurant food seller.

19.4. Severability; waiver. An invalid clause is severed or narrowed to the extent lawful; the remainder stays effective. Failure to enforce a provision is not a waiver of future enforcement.

19.5. Changes. Provider may update operational policies as necessary for legal, security or technical reasons, but will give at least 30 days' advance notice of a materially adverse change to accepted commercial or contractual terms when practical. If a material nonessential change is unacceptable, Customer may cancel before the effective date without an early-termination fee. Changes cannot retroactively eliminate accrued rights.

19.6. Entire agreement; counterparts. This Agreement and the accepted Order Form and incorporated documents constitute the entire contract on this subject. Signatures and clickwrap acceptance with reliable identity/version/timestamp evidence may be used where legally enforceable. A manually executed addendum must be signed by authorized representatives.

20. Signatures / electronic acceptance

Provider: LEAP RIDE, INC.

Authorized signature: ______________________________________

Name and title: ___________________________________________

Date: ____________________________________________________

Customer legal entity: _____________________________________

Authorized signature: ______________________________________

Name and title: ___________________________________________

Date: ____________________________________________________

If executed through verified online onboarding, the acceptance record and corresponding Order Form replace ink-signature blocks only to the extent the parties validly consent to electronic contracting.