Master Services Agreement (MSA)

1. Scope & Provision of Cloud Services

This Master Services Agreement (“Agreement” or “MSA”) governs the commercial relationship between RestoHub Inc. (“RestoHub”) and the restaurant entity or sole proprietor registering a Merchant account on dash.restohub.us (“Customer” or “Merchant”). Subject to this Agreement, RestoHub grants Customer a non-exclusive, non-transferable U.S. right to access and use the RestoHub Cloud Services—including Online Ordering Website, Counter POS, Kitchen Display System (KDS), Driver Fleet & Shift Settlement app, and Executive Dashboard—for Customer's hospitality operations.

2. Commercial Fees, Stripe Connect Sub-Merchant Terms & Form 1099-K

• Transparent Pricing: Standard self-serve subscriptions carry a $0.00/month software fee, 0% menu commission, $0.05 per-order Merchant platform fee, $0.15 Online Diner Service Fee (paid by the Diner at online checkout), plus standard Stripe card processing fees (2.9% + $0.30 online or applicable Stripe Terminal rate).
• Stripe Connect & KYB/AML Compliance: Live payment processing and daily ACH bank payouts are provided through Stripe, Inc. Customer agrees to the Stripe Connected Account Agreement, must maintain accurate KYB/KYC/EIN/bank details under FinCEN Bank Secrecy Act and OFAC rules, and bears financial responsibility for Diner refunds, disputes, and chargebacks.
• Seller of Record, Sales Tax & IRS Form 1099-K (IRC § 6050W): Customer is the legal Seller of Record for all food and beverage sales and is responsible for configuring accurate state/local sales and meals tax rates and remitting collected taxes. Qualifying gross reportable payment card volume is reported annually on IRS Form 1099-K, delivered electronically in the Dashboard.

3. Merchant Regulatory, Food-Safety, Allergen & Tip Compliance

Customer warrants that it maintains all required health department permits, business licenses, and (if applicable) off-premises alcohol permits; maintains accurate menu prices, calorie disclosures (where required under 21 C.F.R. § 101.11), and major-9 food allergen procedures; distributes 100% of Diner staff and driver tips in strict compliance with the Fair Labor Standards Act (29 U.S.C. § 203(m)) and state labor laws; ensures delivery drivers carry valid licenses/insurance and obey hands-free traffic laws; and honors TCPA / CAN-SPAM rules on any marketing outreach.

4. Customer Data Ownership, Privacy & Confidentiality

Customer owns 100% of its Customer Data (menus, brand assets, and first-party Diner records). RestoHub never markets competing restaurants to Customer's Diners. Personal Data processing is governed by our U.S. Data Processing Addendum (DPA), incorporated herein. Both Parties agree to protect each other's non-public Confidential Information with at least reasonable care. Customer will not upload HIPAA Protected Health Information without a signed Business Associate Addendum.

5. Month-to-Month Term, Zero Lock-In & Data Export

This Agreement runs month-to-month with zero long-term contract or cancellation fee. Customer may cancel at any time upon written notice to contact@restohub.us (subject to settling open payouts/chargebacks) and export CSV transaction/menu reports for 30 days post-termination.

6. Mutual Indemnification, Liability Cap & Governing Law

RestoHub defends Customer against third-party U.S. IP infringement claims targeting core RestoHub software. Customer defends and indemnifies RestoHub against claims arising from Customer's food/beverages, allergens, alcohol sales, premises, drivers, tax/labor compliance, uploaded Customer Data, or Diner chargebacks.

EXCEPT FOR PAYMENT/CHARGEBACK OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY IS LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY IS CAPPED AT THE GREATER OF PLATFORM FEES PAID BY CUSTOMER TO RESTHUB IN THE PRIOR 12 MONTHS OR US $500.00.

Governed by the laws of the State of Wyoming. Unresolved commercial disputes after 30 days' good-faith negotiation are resolved by binding individual commercial arbitration under the American Arbitration Association (AAA) Commercial Rules via remote video hearing or in Sheridan, Wyoming. Electronic acceptance is binding under the federal E-SIGN Act and UETA.