These Terms & Conditions along with the EZdine59.com Restaurant Services Agreement (“Agreement”) governs services provided by Darmik Software Solutions Inc. d/b/a EZdine59.com (“EZdine59.com,” “we,” “us,” or “our”) to the business purchasing or using the Services (“Client,” “you,” or “your”). By signing an EZdine59.com Order Form, you are electronically accepting this Agreement, or activating or using the Services, Client agrees to these terms and conditions and the applicable Order Form.

1. Services

EZdine59.com provides technology, online ordering, website, marketing, recruiting, and related business services. The specific Services purchased by Client are identified on the applicable Order Form.

The EZdine59.com Restaurant Package may include the services listed below. Optional services, integrations, hardware, delivery services, loyalty services, payment-processing services, and other add-ons may be subject to additional terms and charges.

• Professional Website
• Online Ordering
• Loyalty and Rewards
• Direct Catering Orders

EZdine59.com may update or improve features from time to time, provided such changes do not materially reduce the overall functionality of the Services purchased by Client.

2. Fees and Non-Refundable Setup Fee

Client agrees to pay all fees identified on its Order Form. Unless otherwise stated on the Order Form, the Restaurant Package is $59 per month, plus a one-time $200 Setup Fee, and is provided month-to-month.

THE $200 SETUP FEE IS NON-REFUNDABLE. The Setup Fee is due upon enrollment and applies to onboarding, account creation, configuration, website and menu setup, implementation, training, and other activities associated with establishing Client’s Services.

Cancellation of Services does not entitle Client to a refund, reimbursement, or credit of the Setup Fee. Any promotional or money-back guarantee applies only as expressly stated in the applicable written offer and does not make the Setup Fee refundable unless EZdine59.com expressly states otherwise in writing.

Applicable taxes and charges for optional or third-party services may be additional.

3. Month-to-Month Service and Automatic Renewal

The Restaurant Package is provided on a month-to-month basis with no long-term contractual commitment. Following the initial monthly service period, Client’s subscription automatically renews for successive one-month periods until cancelled in accordance with Section 5.

Client will continue to be charged the applicable monthly subscription fee on each recurring billing date until cancellation becomes effective.

4. Automatic Payment Authorization

Client authorizes EZdine59.com and its authorized payment provider to automatically charge the payment method Client provides for the non-refundable Setup Fee, recurring monthly subscription fees, applicable taxes, and additional products or services expressly purchased or authorized by Client.

Client agrees to maintain a valid payment method. If a payment is declined, returned, disputed, or otherwise not received, EZdine59.com may attempt to process the payment again and may suspend Services until the account is brought current.

5. Cancellation

Client may cancel the EZdine59.com Services at any time by providing written notice through an approved cancellation method. Cancellation requests may be submitted by email to cancel@EZdine59.com or through any cancellation function made available within Client’s EZdine59.com account. The request must include Client’s business name, account holder’s name, and sufficient information for EZdine59.com to identify the account.

EZdine59.com must receive Client’s cancellation request at least seventy-two (72) hours before the beginning of Client’s next monthly billing period to prevent the next monthly charge.

If EZdine59.com receives the cancellation request at least 72 hours before the next monthly billing period, cancellation becomes effective at the end of the then-current paid billing period and Client will not be charged for another monthly period. If the request is received less than 72 hours before the next monthly billing period begins, the upcoming monthly charge will be processed and cancellation becomes effective at the end of that next monthly billing period.

Client will continue to have access to the applicable Services through the end of the final paid billing period. No prorated refunds or credits will be provided for unused portions of a monthly billing period. The $200 Setup Fee remains non-refundable.

Upon the effective date of cancellation, EZdine59.com may discontinue the website, online ordering, social media services, reputation management, text marketing, EZhire, integrations, and other subscription-based functionality included in Client’s Services.

Cancellation of EZdine59.com Services does not cancel, terminate, suspend, or modify any separate agreement between Client and a third-party provider, including credit-card processing, merchant services, POS services, delivery services, telecommunications services, domain services, third-party software, or other separately contracted services. Client must contact the applicable third-party provider directly to cancel, terminate, or modify those services. EZdine59.com does not have authority to cancel a separate third-party agreement on Client’s behalf. Client remains responsible for obligations under those separate agreements.

6. Website Services

If website services are included, EZdine59.com may design, configure, host, maintain, and update a website or related web presence for Client. Client is responsible for providing accurate and lawful business information, including hours, locations, menus, products, pricing, photographs, logos, trademarks, promotions, and other content.

Client represents that it owns or has permission to use materials supplied to EZdine59.com. Client retains ownership of its pre-existing logos, trademarks, photographs, menus, and other Client-supplied materials. EZdine59.com retains ownership of its underlying technology, software, templates, systems, code, designs, processes, AI technology, automation, platform components, and other proprietary intellectual property.

7. Online Ordering

EZdine59.com may provide technology that allows customers to place orders directly with Client. Client is the seller and merchant responsible for the food, beverages, merchandise, and other products purchased by its customers; EZdine59.com is the technology provider.

• Menu and pricing accuracy
• Product availability and taxes
• Food preparation, quality, safety, and allergen information
• Order accuracy and fulfillment
• Pickup and restaurant-provided delivery
• Customer-service issues relating to Client’s products
• Compliance with applicable restaurant, health, alcohol, tax, and consumer laws

EZdine59.com does not prepare, manufacture, sell, possess, or guarantee Client’s food or products.

8. Payment Processing

Online transactions may be processed through Client’s existing merchant account, an EZdine59.com-supported processor, or another approved payment-processing provider. Credit-card and payment-processing fees are separate from the EZdine59.com monthly subscription unless expressly stated otherwise on Client’s Order Form.

Payment-processing services may be governed by a separate agreement between Client and its processor. EZdine59.com is not responsible for fees independently imposed by payment processors, card networks, acquiring banks, POS companies, delivery companies, or other third parties.

9. POS and Other Integrations

EZdine59.com may connect the Services with supported point-of-sale systems and other third-party platforms either directly or through integration partners. Integration functionality may include order transmission, menus, pricing, modifiers, availability, order status, payment information, and kitchen/KDS routing.

Compatibility depends on the third-party system, configuration, API availability, hardware, software version, and other technical requirements. EZdine59.com does not guarantee compatibility with every POS or third-party system. Any additional charge required for an optional integration will be disclosed when applicable.

10. Client and Customer Data

As between Client and EZdine59.com, Client retains its rights in Client’s business information and customer information lawfully collected through the Services, subject to applicable law. Client authorizes EZdine59.com to process information as reasonably necessary to operate and provide the Services, process and route orders, maintain integrations, provide support, maintain security, prevent fraud, perform analytics, improve the Services, and comply with legal obligations.

EZdine59.com may use aggregated or de-identified information that does not reasonably identify Client or an individual for analytics, service improvement, research, product development, and other legitimate business purposes. Personal information will be handled in accordance with the applicable EZdine59.com Privacy Policy and applicable law.

11. Client Responsibilities

Client agrees to maintain accurate information within the Services, including menus, prices, modifiers, hours, locations, promotions, delivery areas, and product availability. Client is responsible for safeguarding account credentials and promptly notifying EZdine59.com of suspected unauthorized access. Client may not use the Services for illegal, fraudulent, deceptive, abusive, or unauthorized purposes.

12. Third-Party Services

Some Services may depend on third-party providers, including payment processors, POS providers, telecommunications providers, delivery providers, hosting providers, social networks, search engines, artificial-intelligence providers, and other technology companies.

EZdine59.com is not responsible for an interruption or failure caused solely by a third-party service outside EZdine59.com’ reasonable control. If a third-party provider changes or discontinues an API, service, integration, or functionality, EZdine59.com may modify, replace, or discontinue the affected integration or feature.

13. Refunds, Customer Disputes and Chargebacks

Client is generally responsible for refunds relating to Client’s products, food preparation, order accuracy, fulfillment, customer service, and restaurant operations. Payment disputes and chargebacks may also be governed by Client’s merchant-processing agreement. Client agrees to reasonably cooperate in providing documentation necessary to investigate disputed transactions.

14. Service Availability

EZdine59.com will use commercially reasonable efforts to provide reliable Services. Client acknowledges that internet and technology services may occasionally experience interruptions resulting from maintenance, telecommunications failures, third-party outages, POS failures, payment-processing interruptions, cybersecurity incidents, API changes, or circumstances beyond EZdine59.com’ reasonable control. EZdine59.com does not guarantee uninterrupted or error-free operation.

15. Intellectual Property

EZdine59.com and its licensors retain all rights in the EZdine59.com platform and technology, including software, code, APIs, artificial-intelligence systems, algorithms, workflows, databases, templates, designs, documentation, processes, trademarks, and proprietary technology.

Client receives a limited, non-exclusive, non-transferable right to use the Services during its active subscription for its own legitimate business purposes. Client may not reverse engineer, copy, resell, sublicense, circumvent, or improperly access EZdine59.com’ proprietary technology.

16. No Guarantee of Business Results

EZdine59.com provides technology and marketing services designed to assist Client’s business. Except for a separate written guarantee expressly issued by EZdine59.com, EZdine59.com does not guarantee any particular level of sales, orders, revenue, profit, website traffic, search ranking, social-media performance, reviews, applicants, hires, or other business results.

17. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages arising from the Services or this Agreement.

Except for obligations that cannot legally be limited, EZdine59.com’ aggregate liability arising from the Services will not exceed the amount Client paid EZdine59.com for the affected Services during the six months immediately preceding the event giving rise to the claim.

18. Indemnification

Client agrees to defend and indemnify EZdine59.com against third-party claims arising from Client’s food, products, restaurant operations, food preparation or safety, violation of law, employment practices, unauthorized communications, misuse of customer information, or materials supplied by Client that infringe third-party rights.

EZdine59.com will defend and indemnify Client against a third-party claim alleging that EZdine59.com’ proprietary technology, when used as authorized, directly infringes that third party’s intellectual-property rights, subject to customary exclusions and procedures.

19. Pricing and Service Changes

EZdine59.com may introduce or modify products, features, packages, and optional services. EZdine59.com will provide appropriate notice before an increase to Client’s recurring subscription price becomes effective. Any written grandfathered pricing or price guarantee expressly granted to Client will be governed by the terms of that offer.

20. Electronic Communications

Client consents to receiving account, service, billing, operational, and legal communications electronically at the email address or mobile number associated with Client’s account, to the extent permitted by law. Client is responsible for keeping its contact information current.

21. Independent Parties

EZdine59.com and Client are independent businesses. Nothing in this Agreement creates a partnership, franchise, joint venture, fiduciary relationship, or employment relationship between the parties.

22. Governing Law and Dispute Resolution

[FINAL GOVERNING-LAW, VENUE, ARBITRATION, AND CLASS-ACTION WAIVER LANGUAGE TO BE APPROVED BY DARMIK SOFTWARE SOLUTIONS INC.’S LEGAL COUNSEL BEFORE PUBLICATION.]

23. Entire Agreement

This Agreement, Client’s Order Form, applicable product-specific terms, Privacy Policy, and any written addendum expressly incorporated by reference constitute the agreement between EZdine59.com and Client concerning the Services. If an Order Form expressly conflicts with this Agreement concerning Client-specific pricing or selected Services, the Order Form controls as to those commercial terms.

24. Electronic Acceptance

Electronic signatures, electronic acceptance, and other affirmative electronic consent may be used to enter into this Agreement to the extent permitted by applicable law.