1. PARTIES, DEFINITIONS & SCOPE

Parties. This Restaurant Partner Agreement ("Agreement") is entered into between:

Dinevate LLC ("Dinevate," "Company," "we," "us," or "our"), a limited liability company organized and existing under the laws of the State of Delaware, with its principal place of business at 106 Kent Court, West Chester, PA 19380, United States;

and

Restaurant ("Restaurant," "you," or "your"), the restaurant business entity identified during registration on the Dinevate Platform, with its principal place of business as registered on the Platform.

Effective Date. This Agreement becomes effective on the date you first access or use the Dinevate Platform and Services, or the date you accept these terms electronically, whichever is earlier ("Effective Date").

Definitions. In this Agreement:

• "Platform" means Dinevate's website, mobile applications, software, and related services;
• "Services" means the online ordering system, website, marketing tools, analytics, and other services provided by Dinevate;
• "Customer" means an end-user who places an order through the Platform;
• "Order" means a purchase of food or beverages placed by a Customer;
• "Transaction Fees" means commissions, processing fees, and other charges as specified in Exhibit A.

2. TERM, RENEWAL & NON-EXCLUSIVITY

Initial Term. The initial term of this Agreement is twelve (12) months from the Effective Date (the "Initial Term").

Automatic Renewal. After the Initial Term, this Agreement will automatically renew on a month-to-month basis (each a "Renewal Term") unless either party terminates as provided in this Agreement.

Non-Exclusive. This Agreement is non-exclusive. You are free to use other online ordering platforms, delivery services, or sales channels in addition to Dinevate. Dinevate may also provide services to other restaurants, including your competitors.

3. SERVICES PROVIDED BY DINEVATE

Dinevate will provide the following services during the term of this Agreement:

1. Custom Website & Online Ordering System
• Design, develop, and host a custom website featuring your restaurant's branding;
• Integrate a fully functional online ordering system;
• Support for pickup, delivery (as applicable);
• Mobile-responsive design optimized for all devices.

2. Menu Management
• Digitize and program your menu items, categories, modifiers, and pricing;
• Provide tools for you to update menus, hours, and settings in real-time.

3. Payment Processing
• Integrate Stripe Connect for secure payment processing;
• Collect payments from Customers on your behalf as your limited payment agent;
• Remit net proceeds to your designated bank account after deducting fees.

4. Marketing & SEO Tools
• Search engine optimization (SEO) for your website;
• Email marketing tools for customer engagement;
• Loyalty programs, gift cards, and promotions.

5. Analytics & Reporting
• Real-time dashboard showing orders, revenue, and customer data;
• Reports for sales, taxes, and performance metrics.

6. Customer Support
• Technical support for Platform issues;
• Assistance with onboarding and training.

Optional Services. Dinevate may offer additional services (e.g., professional photography, advanced integrations) for additional fees as mutually agreed.

4. IMPLEMENTATION & ONBOARDING

Onboarding Process. Upon signing this Agreement, Dinevate will begin the onboarding process, which includes:

1. Information Gathering: You will provide menu items, pricing, photos, business information, hours, and other required details.

2. Website & System Configuration: Dinevate will build your website, set up the ordering system, configure payment processing, and integrate any third-party services.

3. Testing & Approval: You will review and test the website and ordering system. You must provide feedback and approval within a reasonable time (typically 5-10 business days).

4. Go-Live: Once you approve, Dinevate will launch your website and make it publicly available.

Timeline. Onboarding typically takes 7-21 days, depending on the complexity of your menu and your responsiveness. Delays caused by your failure to provide information or approval may extend the timeline.

Your Cooperation Obligations. You agree to:

• Provide accurate, complete, and timely information;
• Respond promptly to Dinevate's requests for approval or clarification;
• Designate a point of contact for onboarding communications;
• Comply with any technical requirements (e.g., installing tablet, connecting to internet).

Acceptance. The Services are deemed accepted when you begin receiving and fulfilling Customer orders or when you indicate acceptance in writing, whichever is earlier.

5. EQUIPMENT, TABLETS & MDM

Loaned Equipment. Dinevate may provide you with a tablet or other hardware ("Equipment") to receive and manage orders. The Equipment remains the sole property of Dinevate at all times. You are granted a limited, non-transferable license to use the Equipment solely in connection with the Services during the term of this Agreement.

Ownership. You do not acquire any ownership rights in the Equipment by possessing or using it. Payment of any setup or onboarding fees does not transfer ownership.

Mobile Device Management (MDM). The Equipment is enrolled in Dinevate's mobile device management system (e.g., AirDroid or similar MDM software) and is configured to run only Dinevate-approved software. As a condition of using the Services, you agree:

• The Equipment will remain connected to the internet at all times;
• The Equipment will remain enrolled in MDM and under Dinevate's remote management;
• Dinevate may remotely monitor, configure, update, and control the Equipment 24/7 for security, troubleshooting, and service continuity;
• Dinevate may access the Equipment's screen, camera, microphone, location, and other features as needed for support and quality assurance (subject to applicable law and with reasonable notice where required).

Prohibited Actions. You shall not:

• Unenroll, disable, or tamper with the MDM software;
• Factory reset, root, jailbreak, unlock, or otherwise alter the Equipment;
• Install unauthorized software or apps;
• Disable connectivity, airplane mode, or hinder remote access;
• Remove Equipment labels, stickers, or identification;
• Use the Equipment for personal or non-business purposes.

Material Breach. Any tampering, unauthorized modification, or misuse of the Equipment constitutes a material breach of this Agreement and may result in immediate termination, Equipment recovery, and liability for damages and replacement costs.

No Expectation of Privacy. The Equipment is for business use only. You and your staff have no expectation of privacy with respect to activities on the Equipment. Dinevate may monitor and record usage, including screen activity, location, and communications, as needed for support and security.

Return Upon Termination. Upon termination or suspension of this Agreement, you must return all Equipment to Dinevate within five (5) business days in good working condition (normal wear and tear excepted). If you fail to return the Equipment, you will be charged its full replacement value (typically $150-$300 per tablet), which Dinevate may deduct from any pending payouts or invoice separately.

Loss, Theft, or Damage. You are responsible for the safekeeping of the Equipment. If the Equipment is lost, stolen, or damaged beyond normal wear and tear, you must notify Dinevate immediately and will be liable for its replacement cost. Dinevate may hold a deposit or credit-card authorization to secure Equipment.

6. DOMAIN OWNERSHIP & BRANDING

Domain Registration. If you do not have a domain name for your restaurant, Dinevate may purchase and register one on your behalf. The domain will be registered in Dinevate's name or a nominee's name unless otherwise agreed.

Domain Ownership Transfer. Upon full payment of all outstanding fees and termination of this Agreement, Dinevate may (at its sole discretion) transfer ownership of the domain to you. If you request domain ownership during the term of this Agreement, Dinevate may transfer it for a fee ($45) or require continued participation in the Platform.

License to Use Your Branding. You grant Dinevate a worldwide, non-exclusive, royalty-free, perpetual license to use your restaurant name, logo, trademarks, trade dress, menu content, photos, and other branding materials ("Your Content") in connection with providing the Services and marketing the Platform. This license includes the right to display, reproduce, modify, and distribute Your Content on the Platform and in Dinevate's promotional materials.

Dinevate's Branding. Dinevate grants you a limited, non-exclusive license to display the Dinevate logo and branding on your website and marketing materials in accordance with Dinevate's brand guidelines. You may not modify or misuse Dinevate's trademarks.

Ownership of Content. You retain ownership of Your Content. Dinevate retains ownership of all Platform software, technology, and intellectual property.

7. FEES & COMMISSION (SEE EXHIBIT A)

Fee Schedule. Your fees, commission rates, and other charges are detailed in Exhibit A (Fee Schedule) attached to this Agreement. Exhibit A is incorporated into and forms part of this Agreement.

Typical Fee Components:

• Commission Rate: A percentage of each Order's total amount, as specified in Exhibit A;
• Processing Fees: Credit card processing fees (if not included in commission), around 2.9% - 4% + $0.30 per transaction;
• Setup Fees: One-time onboarding and website setup fees (if applicable);
• Monthly Fees: Subscription or platform access fees (if applicable);
• SMS Fees: Per-message fees for SMS notifications sent to Customers (if applicable);
• Other Fees: Fees for optional services, chargebacks, refunds, equipment replacement, etc.

Commission Calculation Example. If a Customer places a $100 order with a 10% commission rate and 2.9% + $0.30 processing fee:

• Total: $100
• Commission (10%): $10
• Processing Fee: $2.90 + $0.30 = $3.20
• Net to Restaurant: $100 - $10 - $3.20 = $86.80

How Fees Are Charged. Dinevate will automatically deduct Transaction Fees from the amounts collected from Customers before disbursing net proceeds to you. See Section 9 (Payment Collection & Payouts) for details.

Fee Changes. See Section 12 below for the process by which fees may be changed.

8. ONLINE PRICE UPLIFT

Authorization to Increase Prices. You authorize Dinevate to display your menu items at prices higher than your in-restaurant prices (an "Online Price Uplift" or "Price Adjustment"). The amount of the uplift (if any) will be specified in Exhibit A or agreed upon separately.

Example. If your in-restaurant price for a burger is $10 and the agreed Online Price Uplift is 10%, the Platform will display the burger at $11.

Disclosure to Customers. Dinevate will disclose to Customers on the Platform that "Online prices may be higher than in-restaurant prices" or similar language to comply with transparency requirements.

Your Compliance Obligations. You acknowledge that Online Price Uplifts and any surcharges must comply with applicable laws in your jurisdiction, including dual-pricing laws, credit card surcharge regulations, and consumer protection statutes. You are solely responsible for ensuring compliance with such laws.

Cancellation of Price Uplift. If you do not wish to use an Online Price Uplift, you may request removal by contacting Dinevate. Removal of the uplift may affect the commission rate or other fees under Exhibit A.

9. PAYMENT COLLECTION & PAYOUTS

Dinevate as Payment Agent. Dinevate (through its integrated payment processor, Stripe) will collect payments from Customers on your behalf as your limited payment agent. When a Customer pays via the Platform:

• The Customer's payment obligation to you is satisfied upon payment to Dinevate;
• Dinevate holds the funds and will remit net proceeds to you after deducting Transaction Fees, refunds, chargebacks, and any other amounts owed to Dinevate.

Payout Schedule. Dinevate will disburse net proceeds to your designated bank account on a regular schedule, typically:

• Daily Payouts: Processed once per business day for all eligible transactions from the prior day; or
• Weekly Payouts: Processed once per week (as specified in Exhibit A).

Banking Delays. Payouts are initiated by Stripe, actual deposit times depend on your bank's processing schedule (typically 1-2 business days after payout initiation).

Funds Held Until Disbursement. All funds collected from Customers legally belong to Dinevate until disbursed to you. Dinevate has the right to hold and manage these funds to cover potential chargebacks, refunds, disputes, and fees.

Payout Requirements. To receive payouts, you must:

• Complete Stripe Connect onboarding and verification (KYC);
• Provide a valid bank account for ACH deposits;
• Maintain good standing with Dinevate and Stripe;
• Have no outstanding negative balances or unpaid fees.

Right to Hold or Adjust Payouts. Dinevate reserves the right to hold, delay, or withhold payouts for any of the following reasons:

• Suspected fraud or unusual transaction activity;
• Pending disputes, chargebacks, or refund requests;
• Outstanding fees, debts, or negative balances owed to Dinevate;
• Violation of this Agreement or Stripe's terms;
• Legal orders, tax liens, or regulatory requirements;
• Risk management or underwriting concerns.

10. SETOFF, CHARGEBACKS & NEGATIVE BALANCES

Right of Setoff. Dinevate may deduct and set off any amounts owed to Dinevate from any funds collected from Customers or any pending payouts to you. This includes (but is not limited to):

• Commission fees and Transaction Fees;
• Subscription fees, equipment fees, and setup fees;
• Refunds issued to Customers;
• Chargebacks and chargeback fees;
• SMS fees, marketing fees, and other service fees;
• Taxes, penalties, or fines assessed against Dinevate on your behalf;
• Damages, losses, or costs arising from your breach of this Agreement;
• Any other amounts owed under this Agreement or separate invoices.

This right of setoff is continuous and applies regardless of whether the amounts owed relate to the same transaction, time period, or service.

Chargebacks. When a Customer disputes a charge with their credit card company (a "Chargeback"), Dinevate (or Stripe) will withhold the disputed amount from your payouts and may charge you a chargeback fee ($50 per chargeback) to cover Dinevate's processing costs.

• Your Responsibility: You are responsible for responding to chargeback disputes, providing evidence, and accepting liability if the chargeback is upheld.
• Reimbursement: You agree to reimburse Dinevate for all chargebacks, chargeback fees, and related costs.
• Dinevate May Assist: Dinevate may assist you in responding to chargebacks but is not obligated to do so and makes no guarantees regarding outcomes.

Negative Balances. If refunds, chargebacks, fee adjustments, or other deductions exceed your available payout balance, your account will reflect a negative balance.

• Obligation to Restore: You agree to immediately pay Dinevate the full amount necessary to restore your account to a zero or positive balance.
• Automatic Recovery: Dinevate will automatically deduct negative balances from any future payouts until the balance is restored.
• Invoice for Negative Balance: If your account remains negative for more than five (5) business days, Dinevate may issue an invoice for the negative amount, which you must pay within five (5) business days of receipt.
• Consequences of Non-Payment: Failure to pay a negative balance may result in suspension or termination of Services, withholding of all future payouts, collection actions, and legal proceedings.

Rolling Reserve. Dinevate may establish and maintain a rolling reserve by withholding a percentage of your payouts (e.g., 10-20%) for a specified period (e.g., 30-90 days) to cover potential chargebacks, refunds, and disputes. Reserve amounts and duration will be determined based on your transaction history, chargeback rates, and risk profile.

11. INVOICES, LATE FEES & INTEREST

Invoices for Additional Fees. If setoff from payouts does not fully cover amounts owed to Dinevate (e.g., because of insufficient payout balances), Dinevate may issue an invoice to you for the shortfall.

Payment Terms. Invoices are due and payable within fifteen (15) days of the invoice date, unless otherwise specified.

Late Fees. Overdue invoices will accrue interest at a rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full.

Suspension for Non-Payment. If you fail to pay an invoice within fifteen (15) days of the due date, Dinevate may suspend your access to the Platform and Services until payment is received. Suspension does not relieve you of your payment obligations.

Collection Costs. If Dinevate is required to engage a collection agency or attorney to collect unpaid amounts, you agree to reimburse Dinevate for all reasonable collection costs, including attorneys' fees.

12. FEE CHANGES & TERMINATION RIGHTS

Prospective Changes; Notice. Dinevate may modify Restaurant-Specific Fees prospectively by providing at least 30 days' advance written notice via email and/or dashboard. Restaurant may reject an increase by terminating the Agreement before the effective date; continued use thereafter constitutes acceptance. Decreases or non-material clarifications may take effect sooner.

Your Right to Terminate. If you do not agree to the fee increase, you may terminate this Agreement without penalty by providing written notice to Dinevate before the fee increase takes effect. If you do not terminate before the effective date, the new fees will apply to all transactions processed on or after that date.

No Retroactive Fee Increases. Fee increases apply prospectively only and will not be applied retroactively to past transactions.

Decreases and Modifications. Dinevate may reduce fees or offer promotional rates at any time without notice. Promotional rates may be temporary and subject to change.

13. RESTAURANT RESPONSIBILITIES

You agree to perform the following obligations during the term of this Agreement:

1. Compliance with Laws. You are solely responsible for complying with all federal, state, and local laws, rules, regulations, and standards applicable to your restaurant and the preparation and sale of food, including:

• Health and food safety regulations (FDA, local health departments);
• Allergen labeling and disclosure requirements;
• Tax collection and remittance (sales tax, meals tax, etc.);
• Employment and labor laws;
• Americans with Disabilities Act (ADA);
• Credit card surcharge and dual-pricing laws;
• Any other applicable consumer protection or business regulations.

2. Food Quality & Safety. You are solely responsible for the quality, safety, preparation, packaging, and delivery of all food and beverages sold through the Platform. Dinevate has no responsibility for food quality, allergen information, or food-borne illnesses.

3. Accurate Menus & Pricing. You agree to provide and maintain accurate, complete, and up-to-date menu information, descriptions, pricing, allergen information, and availability. You will promptly update the Platform when menu items, prices, or hours change.

4. Order Fulfillment. You agree to:

• Accept or decline Orders promptly through the Platform;
• Fulfill accepted Orders accurately and in a timely manner; • Maintain reasonable preparation and delivery times;
• Communicate with Customers if Orders are delayed or unavailable;
• Package Orders securely to prevent damage or spillage.

5. Customer Service & Refunds. You are responsible for handling all Customer service issues, complaints, refunds, and disputes arising from Orders. Dinevate may assist in facilitating communication but is not responsible for resolving Order issues.

6. Tax Configuration. You are responsible for configuring sales tax rates and settings in the Platform. Dinevate provides tools to set tax rates but does not provide tax advice. You should consult a tax professional to ensure correct tax collection.

7. Maintain Equipment & Connectivity. You agree to maintain any Dinevate-provided Equipment in good working condition, keep it connected to the internet, and ensure it is accessible for remote support.

8. Cooperation & Communication. You agree to respond promptly to Dinevate's requests for information, support, or compliance matters. Failure to cooperate may delay Services or result in suspension.

14. PLATFORM LICENSE & INTELLECTUAL PROPERTY

Dinevate's Ownership. Dinevate (and its licensors) owns all intellectual property rights in and to the Platform, including all software, code, databases, designs, algorithms, trademarks, and content (collectively, "Dinevate IP"). Dinevate IP is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

License to Use Platform. Dinevate grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes in accordance with this Agreement. You do not acquire any ownership rights in the Platform or Dinevate IP.

Restrictions. You may not:

• Copy, modify, distribute, sell, or lease any part of the Platform;
• Reverse engineer, decompile, or disassemble the Platform software;
• Remove or alter any copyright, trademark, or proprietary notices;
• Use the Platform to build a competing product or service;
• Access the Platform through unauthorized means (bots, scrapers, etc.).

Your Content Ownership. You retain ownership of all menu content, photos, logos, trademarks, and other materials you provide to Dinevate ("Your Content"). By providing Your Content, you grant Dinevate a worldwide, non-exclusive, royalty-free, perpetual license to use, display, reproduce, modify, and distribute Your Content in connection with providing the Services and marketing the Platform.

Feedback. If you provide Dinevate with suggestions, feedback, or ideas about the Platform, you grant Dinevate an unrestricted, perpetual license to use such feedback without compensation or attribution.

15. DATA, PRIVACY & DPA

Data Roles. For purposes of data protection laws (including GDPR, CCPA, and other applicable privacy laws):

• You (Restaurant) are the Data Controller for Customer personal information collected through Orders. You determine the purposes and means of processing Customer data.
• Dinevate is the Data Processor acting on your behalf to process Customer data solely as necessary to provide the Services.

Data Processing Agreement (DPA). If required by applicable law (e.g., GDPR Article 28 or CCPA), the Data Processing Agreement attached as Exhibit B governs Dinevate's processing of personal data on your behalf.

Use of Customer Data. Dinevate will:

• Process Customer data only as necessary to provide the Services and as instructed by you;
• Not sell or share Customer data with third parties for their own purposes (except as required by law or with your consent);
• Implement reasonable technical and organizational security measures to protect Customer data;
• Assist you in responding to Customer data access, deletion, or correction requests (subject to reasonable fees for extensive assistance).

Your Data Obligations. You agree to:

• Comply with all applicable data protection laws (GDPR, CCPA, etc.);
• Provide Customers with adequate privacy notices and obtain necessary consents;
• Not collect or process Customer data in violation of law or this Agreement;
• Indemnify Dinevate for any violations of data protection laws arising from your actions or instructions.

Data Export Upon Termination. Upon termination of this Agreement, you may export your Customer data and Order history from the Platform within thirty (30) days. After thirty days, Dinevate may delete or anonymize your data in accordance with our data retention policies and legal requirements.

Dinevate's Privacy Policy. Dinevate's use of data is also governed by our Privacy Policy, which you acknowledge you have reviewed.

16. MARKETING RIGHTS

Right to Identify You as a Customer. You grant Dinevate the right to identify you as a customer and to display your restaurant name and logo on the Dinevate website, in marketing materials, and in presentations to prospective customers (e.g., "Trusted by [Restaurant Name]").

Opt-Out. If you do not wish to be identified publicly, you may opt out by sending a written request to info@dinevate.com.

Case Studies & Press Releases. Dinevate will not publish detailed case studies, testimonials, or press releases featuring your restaurant without your prior written consent.

Restaurant Marketing. You may reference Dinevate and use the Dinevate logo in your marketing materials (e.g., "Order online via Dinevate") in accordance with Dinevate's brand guidelines, which will be provided upon request.

17. SERVICE LEVELS & SUPPORT

Uptime Target. Dinevate will use commercially reasonable efforts to maintain Platform availability of at least 99.0% uptime per month, excluding scheduled maintenance and circumstances beyond Dinevate's reasonable control (force majeure).

Scheduled Maintenance. Dinevate may perform scheduled maintenance during low-traffic periods (typically late night or early morning). Dinevate will use reasonable efforts to notify you in advance of scheduled maintenance.

Support Channels. Dinevate provides support via:

• Email: info@dinevate.com
• Phone support (if applicable, during business hours)

Support Hours. Support is generally available Monday-Friday during business hours (Eastern Time), with emergency support available 24/7 for critical Platform outages affecting order processing.

No Guarantee. While Dinevate will use reasonable efforts to provide reliable Services and support, Dinevate does not guarantee error-free operation, uninterrupted availability, or specific response times unless otherwise agreed in writing.

18. COMPLIANCE, STRIPE & MESSAGING

Stripe Compliance. Payment processing is provided by Stripe Connect. You agree to comply with the Stripe Connected Account Agreement and all Stripe terms and policies. You must:

• Complete Stripe's Know-Your-Customer (KYC) verification process;
• Provide accurate business and identity information;
• Maintain compliance with Stripe's prohibited and restricted business policies;
• Not engage in fraudulent or high-risk activities that could jeopardize Dinevate's or Stripe's merchant account status.

SMS Compliance & 10DLC. The Platform may send SMS messages to Customers on your behalf (e.g., order confirmations, delivery notifications). You agree:

• All SMS messages will comply with the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and carrier regulations;
• You will obtain opt-in consent from Customers before sending promotional SMS;
• Messages will be sent through Dinevate's registered 10DLC (10-Digit Long Code) campaign or short code;
• You will not send spam, unsolicited messages, or violate SMS best practices;
• You will honor Customer opt-out requests (e.g., "STOP" replies) promptly.

Consequences of Non-Compliance. Violation of payment processor or telecom compliance rules may result in suspension of your account, loss of messaging privileges, fines, or termination of this Agreement. You agree to indemnify Dinevate for any fines, penalties, or damages arising from your non-compliance.

19. INDEMNIFICATION

Your Indemnification of Dinevate. You agree to defend, indemnify, and hold harmless Dinevate, its affiliates, and their respective directors, officers, employees, agents, and contractors (the "Dinevate Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

1. Your breach of this Agreement;
2. Your violation of any law or regulation (including food safety, health, tax, or consumer protection laws);
3. Food safety issues, food-borne illnesses, allergic reactions, or other health issues arising from food you prepared or sold;
4. Mislabeled, inaccurate, or misleading menu items, descriptions, or allergen information;
5. Pricing errors, overcharges, unauthorized surcharges, or tax compliance failures;
6. Your infringement of third-party intellectual property rights (e.g., using unlicensed photos or recipes);
7. Your Content or any materials you provide to Dinevate;
8. Disputes with Customers, employees, or delivery personnel;
9. Your violation of data protection laws or privacy rights;
10. Any other act or omission by you or your employees in connection with the Services.

Dinevate's Indemnification of You. Dinevate agrees to defend, indemnify, and hold you harmless from third-party claims that the Platform itself (excluding Your Content) infringes a third party's intellectual property rights, provided that:

• You promptly notify Dinevate of the claim;
• You grant Dinevate sole control of the defense and settlement;
• You reasonably cooperate with Dinevate in the defense.

Dinevate's indemnification does not apply to claims arising from your modifications to the Platform, Your Content, or your misuse of the Platform.

Indemnification Process. The indemnified party will provide prompt written notice of any claim, cooperate in the defense, and allow the indemnifying party to control the defense and settlement (provided that no settlement admitting liability or imposing obligations on the indemnified party may be made without the indemnified party's consent).

20. LIMITATION OF LIABILITY

Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DINEVATE'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF:

(A) THE TOTAL FEES PAID BY YOU TO DINEVATE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR
(B) $5,000 USD.

Exclusion of Consequential Damages. IN NO EVENT SHALL DINEVATE, ITS AFFILIATES, OR THE DINEVATE PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities;
• Loss of data or Customer information;
• Cost of substitute services;
• Reputational harm;
• Business interruption;

EVEN IF DINEVATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Exceptions. The above limitations do not apply to:

• Your indemnification obligations under Section 19;
• Your breach of confidentiality under Section 21;
• Your gross negligence, willful misconduct, or fraud;
• Your obligations to pay fees under this Agreement.

Basis of the Bargain. You acknowledge that the limitations in this Section are a fundamental element of the agreement between you and Dinevate and that Dinevate would not provide the Services without these limitations.

21. CONFIDENTIALITY

Definition. "Confidential Information" means any proprietary or confidential information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), including business plans, financial information, Customer data, pricing, trade secrets, and technical information, whether disclosed orally, in writing, or electronically, and marked as confidential or that a reasonable person would understand to be confidential.

Obligations. The Receiving Party agrees to:

• Keep Confidential Information strictly confidential;
• Use Confidential Information only for the purposes of this Agreement;
• Not disclose Confidential Information to third parties without the Disclosing Party's prior written consent, except to employees, contractors, or advisors who need to know and are bound by confidentiality obligations;
• Protect Confidential Information using at least the same degree of care as it uses for its own confidential information (but no less than reasonable care).

Exceptions. Confidential Information does not include information that:

• Is or becomes publicly available through no breach by the Receiving Party;
• Was known to the Receiving Party before disclosure;
• Is independently developed by the Receiving Party without use of Confidential Information;
• Is rightfully obtained from a third party without confidentiality restrictions.

Required Disclosure. If the Receiving Party is required by law or court order to disclose Confidential Information, it will (if legally permitted) provide prompt notice to the Disclosing Party and cooperate in seeking protective orders.

Duration. The confidentiality obligations in this Section survive for three (3) years after termination of this Agreement, except that obligations with respect to trade secrets continue indefinitely or until the information no longer qualifies as a trade secret.

22. SUSPENSION & TERMINATION FOR CAUSE

Suspension. Dinevate may immediately suspend your access to the Platform and Services (without prior notice) if:

• You breach this Agreement and fail to cure within five (5) days of notice;
• You engage in fraud, illegal activity, or conduct that poses a risk to Dinevate, Customers, or third parties;
• You fail to pay fees or invoices when due;
• Your Stripe account is suspended or terminated;
• You accumulate excessive chargebacks or disputes;
• You violate food safety, health, or other legal requirements;
• You tamper with or misuse Dinevate Equipment;
• Required by law, court order, or payment processor;
• Dinevate reasonably believes suspension is necessary to prevent harm or protect its interests.

Effect of Suspension. During suspension, you will not be able to receive or fulfill Orders through the Platform. Suspension does not relieve you of your payment obligations or other obligations under this Agreement. Dinevate may continue to hold funds to cover chargebacks, refunds, and fees.

Reinstatement. If the issue leading to suspension is cured to Dinevate's reasonable satisfaction, Dinevate may (at its sole discretion) reinstate your access.

Termination for Cause. Either party may terminate this Agreement for cause upon written notice if:

• The other party commits a material breach and fails to cure within thirty (30) days of written notice (or five (5) days for payment breaches);
• The other party becomes insolvent, files for bankruptcy, or ceases business operations;
• The other party engages in fraud, willful misconduct, or illegal activity.

Immediate Termination. Dinevate may terminate this Agreement immediately (without notice or cure period) for:

• Repeated breaches, even if individually cured;
• Serious violations (e.g., tampering with Equipment, fraud, food safety incidents causing harm);
• Circumstances where providing Services would violate law or expose Dinevate to liability.

23. TERMINATION WITHOUT CAUSE & EARLY EXIT FEES

Termination by Either Party. After the Initial Term, either party may terminate this Agreement without cause by providing thirty (30) days' prior written notice to the other party.

Early Termination Fee (First 120 Days). If this Agreement is terminated by either party within the first one hundred twenty (120) days after the date of your first Order received through the Platform ("Onboarding Period"), you agree to pay Dinevate a termination fee of $500.00 as liquidated damages to cover non-recoverable onboarding costs.

Justification for Early Exit Fee. Dinevate incurs substantial upfront costs to onboard each restaurant, including:

• Custom website design, development, and deployment;
• Menu digitization, programming, and configuration;
• Domain registration and DNS setup;
• Payment gateway integration and Stripe account setup;
• SEO optimization and initial marketing;
• Tablet provisioning, configuration, and shipping;
• Administrative processing, training, and support.

These costs are incurred immediately upon onboarding, regardless of whether you generate revenue through the Platform. The $500 early termination fee represents a reasonable pre-estimate of these liquidated damages and is not a penalty.

Payment of Early Exit Fee. The early termination fee may be deducted from any pending payouts, account balances, or deposits held by Dinevate. If insufficient funds are available, you must pay the fee within ten (10) business days of termination via the payment method on file or as directed by Dinevate.

No Early Exit Fee After 120 Days. If termination occurs more than 120 days after your first Order, no early termination fee applies (subject to all other provisions, including settlement of negative balances, unpaid fees, and Equipment return).

Termination During Initial Term. If you terminate without cause during the Initial Term (12 months), the early termination fee applies if within the Onboarding Period (120 days). After the Onboarding Period but within the Initial Term, no termination fee applies, but you remain obligated to pay any outstanding fees, negative balances, and Equipment return obligations.

24. EQUIPMENT RETURN & POST-TERMINATION

Return of Equipment. Upon termination or expiration of this Agreement for any reason, you must return all Dinevate-provided Equipment (tablets, printers, etc.) within five (5) business days. Equipment must be returned in good working condition (normal wear and tear excepted) to the address specified by Dinevate.

Failure to Return Equipment. If you fail to return Equipment within five (5) business days, you will be charged the full replacement cost of the Equipment (typically $300-$500 per tablet, plus any accessories). Dinevate may deduct replacement costs from any pending payouts or invoice you separately.

Remote Disable or Wipe. If Equipment is not returned, Dinevate may remotely disable or wipe the Equipment to protect its proprietary software and data.

Wind-Down Period. Dinevate will allow a wind-down period of up to five (5) days after termination to complete any in-flight Orders and reconcile final payouts. During this period, you may not accept new Orders, but Dinevate will process payouts for Orders fulfilled before termination (less all applicable fees and deductions).

Final Settlement. After the wind-down period, Dinevate will:

• Deduct all outstanding fees, commissions, negative balances, Equipment replacement costs, early termination fees, and any other amounts owed;
• Issue a final payout for any remaining balance (if positive);
• Invoice you for any remaining negative balance (if funds are insufficient).

Data Export. You have thirty (30) days from termination to export your Customer data, Order history, and other data from the Platform. After thirty days, Dinevate may delete or anonymize your data in accordance with our data retention policies and legal obligations.

Domain Transfer. If Dinevate purchased a domain on your behalf and you have paid all outstanding fees, Dinevate may (at its sole discretion) transfer ownership of the domain to you upon request. If fees remain unpaid, Dinevate retains the right to keep or sell the domain.

Cease Use of Dinevate Materials. Upon termination, you must immediately cease using all Dinevate trademarks, logos, software, and materials. You must remove any references to Dinevate from your marketing materials and signage (unless you continue to use a Dinevate-powered ordering link with Dinevate's consent).

Survival. The following provisions survive termination: payment obligations, indemnification, confidentiality, limitation of liability, dispute resolution, and any other provisions that by their nature should survive.

25. DISPUTE RESOLUTION & ARBITRATION

Informal Negotiation. If a dispute arises between you and Dinevate relating to this Agreement or the Services, the parties agree to first attempt to resolve the dispute informally by negotiating in good faith for at least thirty (30) days after one party provides written notice of the dispute to the other.

Binding Arbitration. If the dispute cannot be resolved informally, the parties agree that the dispute will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules.

Arbitration Procedures:

• The arbitration will be conducted by a single arbitrator selected in accordance with AAA rules;
• The arbitration will take place in Delaware or remotely (by phone, video, or written submission) at the parties' mutual agreement;
• The arbitrator's decision will be final and binding, and judgment may be entered in any court of competent jurisdiction;
• Each party will bear its own attorneys' fees and costs unless the arbitrator awards them to the prevailing party;
• The parties will share arbitration fees equally unless the arbitrator determines otherwise;
• The arbitrator must apply Delaware law and the terms of this Agreement.

Class Action Waiver. The parties agree that any arbitration or legal proceeding will be conducted only on an individual basis and not as a class action, consolidated action, or representative action. You waive any right to participate in a class action against Dinevate.

Exceptions to Arbitration. Either party may seek injunctive or other equitable relief in court (without first arbitrating) to:

• Protect intellectual property rights (e.g., trademark infringement, trade secret theft);
• Prevent unauthorized use of Equipment or confidential information;
• Collect unpaid fees or negative balances.

Confidentiality of Arbitration. The parties agree that all arbitration proceedings, documents, and awards will be kept confidential, except as required by law or to enforce the arbitration award.

26. GOVERNING LAW & VENUE

Governing Law. This Agreement and any disputes arising out of or related to it will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

Venue. To the extent any dispute is not subject to arbitration (as described above), the parties agree that any legal action or proceeding will be brought exclusively in the state or federal courts located in Delaware, and each party irrevocably submits to the exclusive jurisdiction and venue of those courts.

Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

27. MISCELLANEOUS PROVISIONS

Entire Agreement. This Agreement (including all Exhibits) constitutes the entire agreement between you and Dinevate regarding the Services and supersedes all prior or contemporaneous agreements, communications, or understandings (oral or written) regarding the subject matter.

Amendments. Dinevate may amend this Agreement by providing at least thirty (30) days' notice (except for fee changes, which require three (3) days' notice as described in Section 12). Amendments take effect on the date specified in the notice. Continued use of the Services after the effective date constitutes acceptance of the amendments. If you do not agree, you may terminate this Agreement before the amendments take effect.

Assignment. You may not assign or transfer this Agreement or any rights hereunder without Dinevate's prior written consent. Dinevate may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets without your consent. Any attempted assignment in violation of this provision is void.

Independent Contractors. You and Dinevate are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship. Neither party has authority to bind the other or make commitments on the other's behalf.

No Waiver. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of that provision or any other provision. Any waiver must be in writing and signed by the party waiving its rights.

Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

Force Majeure. Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, terrorism, war, labor disputes, internet or utility failures, government actions, pandemics, or other force majeure events. The affected party will notify the other party promptly and use reasonable efforts to mitigate the impact.

Notices. All notices under this Agreement must be in writing and sent to:

To Dinevate:
Dinevate LLC
106 Kent Court
West Chester, PA 19380
Email: info@dinevate.com

To Restaurant:
The email address and physical address on file in your Dinevate account.

Notices are deemed delivered when sent by email (with confirmation of receipt) or three (3) business days after mailing by certified mail.

Counterparts & Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Electronic signatures (including clicking "I Accept" or similar) are valid and binding.

Headings. Section headings are for convenience only and do not affect interpretation.

Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Only you and Dinevate may enforce its terms.

28. EXHIBITS

The following Exhibits are attached to and form part of this Agreement:

Exhibit A: Fee Schedule
Specifies your commission rate(s), processing fees, subscription fees (if any), setup fees (if any), SMS pricing, online price uplift percentage (if applicable), payout frequency, and any other fees or charges.

Exhibit B: Data Processing Addendum (DPA)
Governs Dinevate's processing of personal data on your behalf in compliance with GDPR, CCPA, and other applicable data protection laws. Includes standard contractual clauses and data security obligations.

Exhibit C: Acceptable Use Policy (Optional)
Detailed list of prohibited uses, spam rules, and content guidelines for restaurants using the Platform (if extensive policies are needed).

Exhibit D: Equipment Schedule (Optional)
Lists Equipment provided to you (serial numbers, models) and any additional terms for use, loss, and return.

Note: Exhibits will be provided separately or made available in your Dinevate dashboard. If no Exhibit is provided for a specific topic, the terms in the main Agreement govern.

29. CONTACT INFORMATION

Questions or Concerns? If you have any questions about this Agreement or the Services, please contact:

Dinevate LLC
106 Kent Court
West Chester, PA 19380
United States

Email: info@dinevate.com

Support: For technical support or account issues, log in to your Dinevate dashboard and use the support chat or email support at info@dinevate.com.

Legal Notices: For legal notices under this Agreement, use the contact information specified in Section 27 (Miscellaneous - Notices).

Effective Date: This Restaurant Partner Agreement is effective as of October 27, 2025.

By using the Dinevate Platform and Services, you acknowledge that you have read, understood, and agree to be bound by this Restaurant Partner Agreement.

Dinevate Restaurant Partner Agreement