PLEASE READ CAREFULLY.

SECTION 32 CONTAINS A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER. Unless you opt out within 30 days as described in Section 32.7, you and Kitchn agree that disputes will be resolved by individual binding arbitration, and you give up the right to a jury trial and the right to participate in a class action.

SECTIONS 28 AND 29 LIMIT KITCHN'S LIABILITY AND DISCLAIM WARRANTIES.

KITCHN IS NOT A RESTAURANT AND DOES NOT PREPARE, SELL, OR DELIVER FOOD. When you place an order through a Kitchn storefront, your contract for that food is with the restaurant, not with Kitchn. See Section 18.

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PART I — GENERAL

1. Who This Agreement Is Between, and What It Covers

This End User License Agreement and Terms of Service (this "Agreement") is a binding contract between Kitchn LLC, a Virginia limited liability company ("Kitchn," "we," "us," "our"), and you.

Kitchn provides a multi-tenant restaurant commerce platform. This Agreement covers our websites and services wherever it is posted or linked, including:

• restaurant storefronts powered by Kitchn — on eatkitchn.com subdomains and on restaurants' own custom domains;
• the Kitchn operator dashboard used by restaurant staff;
• our APIs and developer interfaces;
• the Kitchn mobile applications, if and when offered (additional platform-required terms may apply); and
• all related software, documentation, features, content, and support.

Collectively, the "Services."

How this Agreement is organized.

If you are a restaurant subscriber, Parts I, II, and IV apply to you. If you are a diner, Parts I, III, and IV apply to you. If you are both, all of it applies.

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2. Acceptance and Eligibility

2.1 Acceptance. You accept this Agreement by clicking a button or checking a box that expressly states that you agree to it, by signing an order form that incorporates it, or by completing another affirmative acceptance flow presented by Kitchn. To the extent permitted by applicable law, you also accept this Agreement by creating an account, installing a Kitchn application, or otherwise accessing or using the Services after having a reasonable opportunity to review it. If you do not agree, do not use the Services.

2.2 Authority to bind. If you accept on behalf of a company, restaurant, or other entity, you represent that you have authority to bind that entity, and "you" means that entity.

2.3 Age.

• Restaurant subscribers and staff users must be at least 18 years old.
• Diners must be at least 16 years old, or the minimum age of digital consent in their jurisdiction if higher. If you are under the age of majority where you live, you may use the Services only with the involvement of a parent or guardian who agrees to this Agreement on your behalf.

2.4 Prohibited persons. You may not use the Services if you are barred from doing so under U.S. law or the law of your jurisdiction, if you are located in a comprehensively sanctioned country or region, or if you appear on any U.S. government restricted-party list.

2.5 United States only. The Services are offered and directed solely to persons located in the United States. We do not offer the Services in, or direct them to, the European Economic Area, the United Kingdom, Switzerland, or any other jurisdiction outside the United States, and we do not target residents of those jurisdictions. If you access the Services from outside the United States, you do so on your own initiative and are responsible for local compliance.

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3. Definitions

• "Diner" — an individual who uses a restaurant storefront to browse, order, or transact.
• "Merchant" or "Restaurant Subscriber" — an entity that subscribes to the Services, and its authorized users.
• "Merchant Data" — all data a Merchant or its Diners submit to, or that is generated for a Merchant through, the Services, including menus, orders, customer records, marketing lists, and data received from a Merchant's connected POS. Merchant Data excludes Platform Data.
• "Platform Data" — the Services themselves, our software, models, configurations, documentation, aggregated and de-identified data, and analytics about platform operation.
• "POS Provider" — a point-of-sale or commerce platform a Merchant connects to Kitchn, including Clover, Square, Lightspeed, and Toast.
• "Payment Processor" — Stripe, Inc. and its affiliates.
• "Delivery Provider" — a third-party delivery network a Merchant enables, including Uber Direct.
• "Order" — a transaction placed through a storefront for food, beverages, catering, or other items sold by a Merchant.
• "Subscription Term" — the monthly or annual period for which a Merchant has purchased the Services.

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4. Order of Precedence

Where documents conflict, the following order controls, from highest to lowest:

1. A signed written order form, master services agreement, or enterprise agreement between Kitchn and a Merchant;
2. The Kitchn Data Processing Addendum ("DPA"), with respect to the processing of personal data. Where Kitchn processes personal data on behalf of a Merchant, the DPA available at eatkitchn.com/dpa is incorporated into this Agreement by reference and applies automatically to that processing;
3. This Agreement;
4. The Kitchn Privacy Policy;
5. Any supplemental terms for a specific feature, presented in-product.

Third-party terms. Your use of Stripe, a POS Provider, a Delivery Provider, or Google services is additionally governed by those parties' own agreements with you. Nothing in this Agreement modifies, limits, waives, or overrides any agreement between a Merchant and its POS Provider, its acquirer, its card networks, or its Payment Processor. Where this Agreement conflicts with a POS Provider's developer or merchant terms with respect to that provider's data or platform, the POS Provider's terms govern as to that data or platform.

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PART II — TERMS FOR RESTAURANT SUBSCRIBERS

5. License Grant and Right to Use

5.1 Grant. Subject to your compliance with this Agreement and payment of all fees, Kitchn grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Services, and to permit your authorized users to do so, solely for your internal business operations in operating your restaurants.

5.2 Software components. Where we provide downloadable or installable software — including mobile applications, printer bridges, or agents — we grant you a license to install and use those components on devices you control, solely in connection with the Services. You may not distribute, sell, or make them available to third parties.

5.3 Feature entitlements. Your access to specific features depends on your subscription tier (Basic, Essential, or Premium) and any add-ons you purchase. We may add, modify, or reallocate features between tiers on notice; if a change materially reduces a feature you paid for, Section 13.4 applies.

5.4 Reservation of rights. All rights not expressly granted are reserved by Kitchn. This is a license, not a sale. You acquire no ownership interest in the Services.

5.5 Restrictions. You will not, and will not permit anyone to:

(a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer, decompile, or disassemble the Services, or attempt to derive source code, algorithms, or underlying structure, except to the extent this restriction is unenforceable under applicable law; (c) rent, lease, lend, sell, sublicense, resell, time-share, or provide the Services to a third party as a service bureau, except as expressly permitted for franchise or multi-location arrangements we have approved in writing; (d) remove, alter, or obscure any proprietary notice, branding, or attribution; (e) access the Services to build a competing product, or for competitive benchmarking or market research; (f) scrape, crawl, harvest, or use automated means to extract data from the Services, except through APIs we provide and in accordance with their documentation and rate limits; (g) circumvent or attempt to circumvent authentication, authorization, tenant isolation, rate limiting, usage limits, or any security or access control; (h) probe, scan, or test the vulnerability of the Services except under a written authorization from info@orderkitchn.com; (i) introduce malware or any code intended to disrupt, damage, or gain unauthorized access to the Services or any data; (j) use the Services to send spam or unlawful communications, or in violation of the CAN-SPAM Act, the Telephone Consumer Protection Act, or any anti-spam or telemarketing law; (k) exceed documented API rate limits, or impose an unreasonable or disproportionate load on our infrastructure; or (l) use the Services in violation of any applicable law, including export control, sanctions, anti-bribery, food safety, alcohol licensing, and consumer protection law.

6. Accounts, Users, and Credentials

6.1 Account creation. You must provide accurate, current, and complete information when creating an account, and keep it updated. We may refuse, suspend, or terminate an account at our discretion where information is false, incomplete, or fraudulent.

6.2 Authorized users and roles. You may create users and assign roles — Tenant Owner, Location Owner, Location User, and Kitchen User — with the access each role permits. You are responsible for provisioning appropriate roles, for restricting access to the restaurants each user needs, and for de-provisioning users promptly when they leave your organization.

6.3 Responsibility for your users. You are fully responsible for all activity under your account and your users' accounts, whether or not authorized by you. Acts and omissions of your users are your acts and omissions.

6.4 Credential security. You must keep credentials confidential, use strong unique passwords, not share accounts between individuals, and enable multi-factor authentication where offered. Notify us immediately at info@orderkitchn.com of any suspected unauthorized access. Kitchn is not liable for loss arising from your failure to safeguard credentials.

6.5 Kitchn support access. Our authorized personnel may access your account to provide support, investigate incidents, comply with law, or enforce this Agreement. Such access is logged and audited. Where we offer an impersonation or "view as" capability to platform administrators, it is restricted to authorized Kitchn staff, logged, and used only for the purposes above.

7. Subscriptions, Fees, and Billing

7.1 Plans and fees. Fees, tiers, included volumes, and any per-location or per-order charges are as presented at purchase or in your order form. Unless stated otherwise, fees are quoted in U.S. dollars.

7.2 Billing and auto-renewal. Subscriptions are billed in advance — monthly for monthly plans, annually for annual plans. Your subscription renews automatically at the end of each Subscription Term at the then-current rate, unless you cancel before the renewal date. We will provide advance notice of annual renewals and of price increases as required by law.

7.3 Authorization to charge. You authorize Kitchn and its Payment Processor to charge your payment method on file for all fees, including renewals, upgrades, overages, and taxes, until you cancel. You must keep a valid payment method on file.

7.4 Trials and promotions. Free trials and promotional pricing apply only for the stated period and convert to the standard rate unless cancelled before the period ends. We may modify or discontinue trials at any time.

7.5 Tier changes. Upgrades take effect immediately, with a prorated charge for the remainder of the current period. Downgrades take effect at the end of the current period unless we state otherwise, and may cause loss of access to features, historical data views, or stored content associated with the higher tier. You are responsible for exporting anything you need before a downgrade takes effect. Annual billing is available only on paid tiers.

7.6 Late payment and suspension. Undisputed fees not paid when due accrue interest at the lesser of 1.5% per month or the maximum permitted by law, from the due date until paid. If payment fails, we may retry, and we may suspend the Services — including your storefront — after providing notice and a reasonable cure period. Suspension does not relieve you of the obligation to pay. You are responsible for reasonable collection costs, including attorneys' fees.

7.7 Taxes. Fees exclude taxes. You are responsible for all sales, use, VAT, GST, and similar taxes on your purchase of the Services, other than taxes on Kitchn's net income. Separately, except to the extent applicable law requires Kitchn or another party to collect or remit a tax, you are responsible for determining, configuring, collecting, reporting, and remitting all taxes arising from your sales to Diners. Tax rates and rules you configure in the Services are your configuration; our tax calculation features are a convenience and not tax advice, and Kitchn is not your tax agent or agent of record.

7.8 No refunds. Except where expressly stated in this Agreement or required by applicable law, fees are non-refundable and there are no refunds or credits for partial periods, unused features, or downgrades. This does not limit any statutory right you may have.

7.9 Disputes. Dispute an invoice in good faith by notifying info@orderkitchn.com, subject line "Billing", within 30 days of the invoice date, with detail. Undisputed amounts remain due. Initiating a card chargeback in place of this process is a material breach and may result in suspension.

7.10 Price changes. We may change fees effective at the start of your next Subscription Term, with at least 30 days' notice for monthly plans and 60 days' notice for annual plans. Continuing after the effective date constitutes acceptance; if you do not accept, cancel before renewal.

8. Payment Processing, Stripe Connect, and Payouts

8.1 Roles in the payment flow. Payments from Diners are processed by Stripe. Kitchn is a software platform: Kitchn is not a bank, money transmitter, money services business, or acquirer, and Kitchn does not itself hold or custody your funds — funds are held and settled by Stripe. The Merchant is the seller of the food, beverages, and other items in every Order. Under our current payment configuration, charges are created on Kitchn's Stripe platform account and the proceeds are transferred automatically to your connected Stripe account as described in Section 8.3; as a result, Kitchn or its designated descriptor may appear as the merchant on a Diner's card statement even though you are the seller of the items ordered.

8.2 Stripe Connect. To accept payments you must create and maintain a Stripe Connect account and accept the Stripe Connected Account Agreement and Stripe Services Agreement, which are between you and Stripe. You are bound by those agreements, and they govern your relationship with Stripe. Kitchn's Services are conditioned on your maintaining a Stripe account in good standing. You authorize Kitchn to access your Stripe account, act as your platform, obtain information about it, and instruct transactions, transfers, and reversals on your behalf, in each case as necessary to provide the Services and to administer the allocations described in this Section 8.

8.3 Money flow and platform fee. Charges for your Orders are created on Kitchn's platform account as destination charges, with your connected account designated as the transfer destination. Kitchn's applicable platform or transaction fee, as disclosed in your plan, is collected as an application fee, and Stripe deducts its processing fees. Payout timing, holds, reserves, and eligibility for your connected account are determined by Stripe, not by Kitchn, and Kitchn is not responsible for delays, holds, reserves, freezes, or account terminations imposed by Stripe, an acquirer, a card network, or a regulator, except to the extent caused by Kitchn's breach of this Agreement.

8.4 Chargebacks, refunds, and negative balances. Because charges are created on Kitchn's platform account, Stripe may in the first instance debit refunds, chargebacks, disputes, reversals, fines, penalties, and assessments arising from your sales against Kitchn's platform account or your connected account. As between you and Kitchn, you bear the economic responsibility for all refunds, chargebacks, disputes, reversals, fines, penalties, and assessments arising from your sales, including card network fines for excessive chargebacks, except to the extent caused by Kitchn's breach of this Agreement or by a platform error attributable to Kitchn. You are responsible for responding to disputes with evidence. If your connected account carries a negative balance, you must fund it. If Kitchn incurs a cost because of your transactions, chargebacks, refunds, or negative balance, you will reimburse us on demand, and you authorize us to recover such amounts by instructing transfer reversals through Stripe and by offsetting them against fees, payouts, or other amounts otherwise payable to you.

8.5 Card network and PCI compliance. You must comply with the Payment Card Industry Data Security Standard and applicable card network rules. Do not collect, store, or transmit full card numbers, CVV codes, or track data through Kitchn or by any means outside the Payment Processor's hosted payment fields. Kitchn provides card entry through Stripe-hosted elements precisely so that cardholder data does not enter your systems or ours.

8.6 Prohibited and restricted businesses. You may not use the Services to sell goods or services prohibited by Stripe's restricted businesses list, by card network rules, or by law. Alcohol, tobacco, cannabis, and similar regulated products may be sold only where you hold every required license and comply with every applicable age-verification, delivery, and jurisdictional requirement — and you bear sole responsibility for that compliance.

8.7 Gift cards, loyalty, and stored value. Where you enable gift cards, loyalty balances, or similar stored value, you are the issuer and obligor. You are solely responsible for compliance with the CARD Act, state gift card laws, expiration and fee restrictions, and unclaimed property and escheatment obligations, and for honoring outstanding balances, including after you stop using the Services. Kitchn provides recordkeeping functionality only and is not a co-issuer, guarantor, or holder of those funds.

9. Merchant Data and Data Protection

9.1 Your ownership. As between you and Kitchn, you own all Merchant Data. We claim no ownership in it.

9.2 License to us. You grant Kitchn a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, adapt, and process Merchant Data solely to (a) provide, secure, and support the Services; (b) perform your instructions and those of your authorized users; (c) comply with law; and (d) create aggregated and de-identified data as described in Section 9.5. This license terminates when the Merchant Data is deleted under Section 27, except for the surviving aggregated and de-identified data.

9.3 Our role and yours. With respect to personal data of your Diners, staff, and customers that we process on your behalf, you are the controller (or "business") and Kitchn is the processor (or "service provider"). We process that personal data only on your documented instructions, which this Agreement and your configuration of the Services constitute. The Kitchn Data Processing Addendum, available at eatkitchn.com/dpa, is incorporated into this Agreement by reference and applies automatically to the extent Kitchn processes personal data subject to applicable data protection law on your behalf. A countersigned copy is available on request to info@orderkitchn.com. Kitchn acts as an independent controller for the limited purposes described in Section 1 of the Privacy Policy (account administration, billing, security, fraud prevention, legal compliance, and Kitchn's own business communications).

9.4 Your responsibilities as controller. You represent and warrant that:

(a) you have provided all required notices and obtained all required consents to collect Diner and staff personal data and to have Kitchn process it; (b) you maintain your own privacy policy that accurately describes your collection and use of customer data, and that Kitchn's Privacy Policy is not a substitute for it; (c) any customer, loyalty, or marketing list you import was lawfully collected with the required consent, and you have the right to market to it; (d) you will respond to data subject and consumer rights requests directed to you, using the export, correction, and deletion tools we provide, and will instruct us where our action is needed; (e) you will not submit to the Services any data you are not permitted to process, and will not submit protected health information, government identification numbers, payment card numbers, biometric data, or other sensitive categories except as the Services expressly support; and (f) you will maintain the confidentiality of Diner data you receive and will not use it in violation of law or of any commitment you have made to your Diners.

9.5 Aggregated and de-identified data. Kitchn may create and use aggregated and de-identified data derived from use of the Services for benchmarking, analytics, security, and product development. Such data will not identify you, your Diners, or your business, and we will not attempt to re-identify it or disclose it in a form that identifies you.

9.6 Data export and deletion. During the Subscription Term you may access and retrieve Merchant Data through the Services, and may request a machine-readable export at any time by emailing info@orderkitchn.com with the subject line "Data Export". On termination, Section 27.4 governs.

9.7 Security responsibilities. Kitchn maintains the safeguards described in our Privacy Policy. You are responsible for the security of your own devices, networks, staff practices, and credentials, and for configuring roles and permissions appropriately.

10. Point-of-Sale, Delivery, and Other Integrations

10.1 You choose your integrations. Connecting a POS Provider, Delivery Provider, or other third-party service is optional and is your decision. By connecting one, you instruct Kitchn to exchange data with it on your behalf.

10.2 Your authorizations and representations. You represent that you have the right and authority to connect each integration, that you have accepted and are in good standing under your agreement with that provider, and that your instruction to Kitchn does not violate that agreement. You will maintain your accounts with those providers.

10.3 Scope and use of POS data. Kitchn requests only the permissions needed for the features you enable, and uses data obtained from your POS solely and exclusively for your benefit — synchronizing menus and availability, pushing orders, reflecting order and payment status, reconciling transactions, and producing your reports. We do not use your POS data for our own independent purposes, do not sell it, do not commingle it with another merchant's data, and do not use it to build advertising profiles or train third-party AI models. Section 7 of the Privacy Policy states these commitments in full.

10.4 Disconnection and deletion. You may disconnect an integration at any time from the dashboard, or by revoking authorization or uninstalling the Kitchn application in the provider's marketplace. On disconnection we cease access immediately, delete stored authorization tokens immediately, and delete or de-identify provider-derived data within 30 days, except records retained for tax, accounting, dispute, or legal-compliance purposes.

10.5 No modification of your provider agreements. Nothing in this Agreement amends, supersedes, or waives your agreement with any POS Provider, acquirer, card network, or Delivery Provider. Where this Agreement conflicts with a POS Provider's terms as to that provider's data or platform, the provider's terms govern. Kitchn does not add to, alter, or circumvent any surcharge, cash-discount, fee, or pricing configuration set by a POS Provider.

10.6 Third-party performance is not ours. Kitchn does not control and is not responsible for third-party services. Outages, API changes, deprecations, rate limits, data errors, latency, courier conduct, failed or late deliveries, incorrect quotes, account suspensions, or termination of your relationship with a third-party provider are not Kitchn's responsibility, and are not a breach of this Agreement by Kitchn. If a provider changes or discontinues its API or terminates our access, we may modify or discontinue the corresponding integration on notice.

10.7 Delivery. Where you enable a Delivery Provider, that provider — not Kitchn — performs the delivery. Quotes, fees, service areas, courier conduct, and delivery outcomes are the provider's. You are responsible for setting delivery policies, packaging, food safety in transit to the extent within your control, and handling delivery complaints with your Diners.

11. Your Content and Brand

11.1 Your content. You are solely responsible for all content you upload or configure — menus, item descriptions, photographs, logos, brand assets, pricing, promotional copy, marketing emails, storefront content, and translations.

11.2 License to us. You grant Kitchn a worldwide, non-exclusive, royalty-free license to host, reproduce, adapt, format, resize, transcode, cache, distribute, and publicly display your content solely to operate and promote your storefront and to provide the Services. You also grant us a limited license to use your name and logo to identify you as a Kitchn customer on our website and in sales materials; you may revoke this specific permission at any time by emailing info@orderkitchn.com.

11.3 Your warranties. You represent and warrant that you own or have all necessary rights to your content, that it does not infringe or misappropriate any third-party right, that it is accurate and not misleading, and that it complies with all applicable law, including advertising, labeling, nutrition-disclosure, allergen-disclosure, menu-pricing, and consumer protection law.

11.4 Removal. We may remove or disable content that we reasonably believe violates this Agreement, infringes a third party's rights, or creates legal risk. Where practicable, we will notify you.

12. Your Operational and Legal Responsibilities

You are solely responsible for operating your restaurants, and specifically for:

(a) Menu and pricing accuracy, including item availability, sizes, modifiers, and displayed prices; (b) Allergen, ingredient, nutrition, and calorie disclosure, including compliance with FDA menu-labeling requirements and state and local equivalents, and for handling allergen requests conveyed through the Services; (c) Food safety, preparation, handling, packaging, and temperature control, and all health-department and licensing requirements; (d) Fulfilling every Order you accept, and communicating with Diners about delays, substitutions, cancellations, and refunds; (e) Refunds and cancellations — you set and administer your own policy, and you fund refunds you issue; (f) Taxes, tips, service charges, and fees, including lawful disclosure of any fee or service charge, compliance with tip-pooling and wage law, and, where applicable, junk-fee and price-transparency laws; (g) Marketing and communications compliance, including obtaining consent, honoring opt-outs, and complying with CAN-SPAM, the TCPA, state telemarketing and text-message laws, and any equivalent international law, for every message you send through the Services; (h) Accessibility of your storefront content to the extent required by the ADA or comparable law; (i) Alcohol, tobacco, and other regulated sales, including licensing, age verification, and delivery restrictions; (j) Employment and labor law with respect to your staff and their use of the Services; and (k) All other laws applicable to your business.

Kitchn provides software. Kitchn does not provide legal, tax, accounting, food-safety, or regulatory advice, and any templates, defaults, calculators, or suggestions in the Services are conveniences, not advice.

13. Service Levels, Support, and Changes

13.1 Availability. We use commercially reasonable efforts to keep the Services available. Where a written service level agreement applies to your plan, it states your sole and exclusive remedy for unavailability. Absent such an SLA, the Services are provided without an availability commitment.

13.2 Maintenance. We may perform scheduled maintenance, and will use reasonable efforts to give advance notice and to schedule it outside peak service hours. Emergency maintenance may occur without notice.

13.3 Support. Support channels and response targets depend on your tier and are described in the Services or your order form.

13.4 Changes to the Services. We may modify, add, or discontinue features. If we discontinue a material feature you are actively using, we will give you at least 30 days' notice, and if the discontinuation materially degrades the Services for you, you may terminate the affected subscription and receive a pro rata refund of prepaid, unused fees for the remainder of the then-current Subscription Term. That is your sole and exclusive remedy for a feature discontinuation.

13.5 Beta features. Features labeled beta, preview, early access, or similar are provided as is, without warranty or support, may be changed or withdrawn at any time, and are excluded from any SLA. Do not rely on them for critical operations.

14. Feedback

If you send us ideas, suggestions, feature requests, or feedback, you grant Kitchn a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable license to use, modify, and commercialize it for any purpose, without obligation, attribution, or compensation to you. We do not treat feedback as your confidential information. Do not send us anything you consider confidential or proprietary as feedback.

15. Franchise, Multi-Location, and Group Accounts

Where a Merchant operates multiple restaurants, a franchise system, or a brand group under one account, the account owner is responsible for allocating access, ensuring each location's compliance with this Agreement, and resolving disputes among locations. Kitchn will act on instructions from the Tenant Owner and is not responsible for internal disputes about who is authorized to instruct us.

16. Publicity and References

Except for the limited name-and-logo license in Section 11.2, neither party will issue a press release or public statement about the other without prior written consent, not to be unreasonably withheld.

17. Insurance

You will maintain, at your own expense, commercially reasonable insurance for a business of your type and size, including general liability and, where applicable, product liability and liquor liability coverage. Kitchn is not an insurer and provides no coverage for your operations.

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PART III — TERMS FOR DINERS

18. Kitchn Is the Software; the Restaurant Is the Seller

18.1 The most important thing to know. Kitchn provides the technology restaurants use to take orders. Kitchn does not own, operate, prepare, cook, package, sell, or deliver food.

When you place an Order, you are buying from the restaurant. Your contract for that food and its preparation is with the restaurant, not with Kitchn. The restaurant is solely responsible for the food, its ingredients, its preparation, its safety, its accuracy, its quality, its price, its availability, and its fulfillment.

18.2 Where to take a problem with your order. Contact the restaurant directly using the details on its storefront or your receipt. If a delivery was performed by a Delivery Provider, the courier and the delivery are the provider's and the restaurant's responsibility, not Kitchn's. We will help route inquiries where we can, but we cannot resolve disputes about food, service, or fulfillment.

18.3 Restaurant policies. Each restaurant sets its own hours, service areas, minimums, lead times, fees, tipping options, cancellation and refund policies, and terms of sale. Those policies apply to your Order in addition to this Agreement.

19. Your Storefront License and Account

19.1 License. Kitchn grants you a limited, personal, non-exclusive, non-transferable, revocable license to access and use the storefronts and any Kitchn mobile application for your own personal, non-commercial purposes.

19.2 Account. You may create an account with an email address and password, a one-time passcode, or Sign in with Google. You must provide accurate information, keep your credentials confidential, and notify us or the restaurant of any unauthorized use. You are responsible for activity under your account.

19.3 Guest checkout. Where offered, you may order without an account. Your cart and order information are still processed as described in the Privacy Policy.

19.4 Restrictions. The restrictions in Section 5.5 apply to you as well, to the extent applicable — in particular, you may not scrape the storefronts, circumvent security, place fraudulent or automated orders, abuse promotions, or use the Services unlawfully.

20. Prices, Fees, Taxes, and Tips

20.1 Prices. Prices, item availability, and menu content are set and controlled by the restaurant and may change at any time. Prices for online orders may differ from in-store prices.

20.2 Fees. Your total may include service fees, delivery fees, small-order fees, or similar charges, which will be itemized before you confirm your Order. Some fees are retained by the restaurant, some by a Delivery Provider, and some by Kitchn as a platform fee.

20.3 Taxes. Taxes are calculated based on the rates and rules configured by the restaurant. Except to the extent applicable law requires Kitchn or another party to collect or remit a tax, the restaurant is responsible for their accuracy and remittance.

20.4 Tips. Tips are voluntary unless the restaurant states otherwise, are added by you at checkout, and are passed through to the restaurant. How a restaurant distributes tips among its staff is determined by the restaurant, and Kitchn has no role in and no responsibility for tip distribution.

20.5 Errors. If an Order is priced or described incorrectly due to an error, the restaurant may cancel it and refund you. Kitchn is not liable for typographical, pricing, photographic, or description errors.

21. Payment

21.1 Processing. Payments are processed by Stripe. Card details are entered into Stripe-hosted fields; Kitchn never receives or stores your full card number or security code.

21.2 Authorization. By submitting an Order you authorize a charge (or an authorization hold followed by a capture) to your selected payment method for the full amount shown, including items, fees, taxes, and tip. Authorization holds may appear on your statement before the final charge settles and may take several business days to release if an Order is cancelled. Depending on how the payment is processed, the descriptor on your card statement may show Kitchn, the restaurant, or both; in every case, the restaurant is the seller of your Order (Section 18).

21.3 Saved payment methods. If you save a payment method, you authorize its use for future Orders you place. You may remove saved payment methods from your account at any time.

21.4 Failed payments. If a payment fails, is reversed, or is charged back, the restaurant may cancel or refuse to fulfill your Order, and may pursue you for amounts owed.

21.5 Scheduled and group orders. For scheduled Orders, payment may be authorized when you place the Order and captured at or near fulfillment. For group orders, the organizer or each participant may be charged as configured for that session; this will be shown before you confirm.

22. Cancellations, Refunds, and Fulfillment

22.1 Cancellations. Whether and when you may cancel is set by the restaurant. Once a restaurant begins preparing your Order, it may be unable to cancel or refund it.

22.2 Refunds. Refunds are issued by the restaurant, not by Kitchn. Request them from the restaurant. Approved refunds are returned to your original payment method through Stripe and may take several business days to appear.

22.3 Pickup. You are responsible for arriving within the pickup window. Restaurants may dispose of Orders not collected within a reasonable time without refund.

22.4 Delivery. Delivery is performed by the restaurant or by a Delivery Provider. Provide an accurate address and instructions, and be available to receive the Order. Neither Kitchn nor the restaurant is responsible for an Order left at an address you provided incorrectly, or for loss after a delivery you directed to be left unattended.

22.5 Chargebacks. Please contact the restaurant before disputing a charge with your bank. Filing a chargeback without first seeking resolution may result in your account being restricted.

23. Food Safety, Allergens, and Health — Read This

23.1 The restaurant is responsible. Ingredient, allergen, nutrition, and preparation information displayed on a storefront is supplied by the restaurant. Kitchn does not verify it, cannot verify it, and makes no representation about its accuracy or completeness.

23.2 If you have a food allergy or dietary restriction, contact the restaurant directly before ordering. Notes and preferences you enter through the Services are transmitted to the restaurant, but Kitchn cannot and does not guarantee that a restaurant will see, act on, or be able to accommodate them. Cross-contamination is possible in any commercial kitchen.

23.3 No medical reliance. Nothing in the Services is medical, nutritional, or dietary advice. Consult a qualified professional about your dietary needs.

23.4 Allocation of responsibility. To the maximum extent permitted by law, Kitchn disclaims all liability for illness, allergic reaction, injury, or death arising from food ordered through the Services. Nothing in this Agreement limits liability that cannot lawfully be limited, including liability for death or personal injury caused by negligence where such limitation is prohibited.

24. Reviews, Loyalty, Gift Cards, and Promotions

24.1 Reviews and user content. Where a restaurant enables reviews, you may submit ratings, text, and photos. You must own or have the right to submit what you post; it must be your genuine experience; and it must not be unlawful, defamatory, obscene, harassing, discriminatory, deceptive, infringing, or an invasion of privacy. You may not post reviews in exchange for compensation without disclosure, review your own business, or review a competitor. You grant Kitchn and the restaurant a worldwide, non-exclusive, royalty-free, sublicensable license to use, display, reproduce, adapt, and distribute your submissions in connection with the Services and the restaurant's promotion of its business. We and the restaurant may remove any submission at any time for any reason, and are not obligated to display or retain it.

24.2 Loyalty programs. Loyalty programs are offered by the restaurant, which sets earning rates, redemption rules, expiration, and program changes or termination. Points and rewards have no cash value, are not property, and are not transferable unless the restaurant states otherwise.

24.3 Gift cards. Gift cards are issued by and are the obligation of the restaurant, not Kitchn. Their terms, balances, expiration (subject to law), and honoring are the restaurant's responsibility. If a restaurant closes or stops using Kitchn, Kitchn has no obligation to honor, refund, or transfer a gift card balance.

24.4 Promotions and promo codes. Promotions are offered by the restaurant and are subject to the terms disclosed with them. They may be limited in quantity, time, and eligibility, may not be combinable, have no cash value, and may be modified or cancelled. Abuse — including creating multiple accounts, using automated tools, or exploiting an error — voids the promotion, and we or the restaurant may cancel affected Orders and restrict your account.

24.5 Referrals. Where a referral program is offered, referral rewards require the referred person to be genuinely new and to complete the qualifying action. Self-referral and fraudulent referral are prohibited.

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PART IV — TERMS FOR EVERYONE

25. Kitchn's Intellectual Property

25.1 Ownership. The Services — including all software, source and object code, APIs, user interfaces, designs, layouts, graphics, text, documentation, workflows, data models, machine learning models, and Platform Data — are owned by Kitchn and its licensors and are protected by copyright, trademark, trade secret, patent, and other laws.

25.2 Trademarks. "Kitchn," the Kitchn logo, and our other marks are Kitchn's property. You may not use them without our prior written permission, except that a Merchant may state factually that it uses Kitchn. Third-party marks, including those of Stripe, Clover, Square, Lightspeed, Toast, Uber, and Google, belong to their respective owners, and their appearance in the Services does not imply endorsement or affiliation beyond the integration described.

25.3 No implied licenses. No right or license is granted by implication, estoppel, or otherwise.

26. Confidentiality

26.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential, including Kitchn's non-public pricing, roadmaps, security documentation, and technology, and a Merchant's non-public business and financial information and Merchant Data.

26.2 Obligations. The receiving party will protect Confidential Information with at least reasonable care, use it only to perform under this Agreement, and disclose it only to personnel and advisors bound by comparable obligations.

26.3 Exclusions. Confidential Information excludes information that is or becomes public without breach, was rightfully known without restriction, is independently developed without use of the disclosing party's information, or is rightfully received from a third party without restriction.

26.4 Compelled disclosure. A party may disclose Confidential Information where legally compelled, provided it gives prompt notice where legally permitted and reasonably cooperates in seeking protective treatment.

26.5 Feedback. Section 14 governs feedback and overrides this Section as to feedback.

27. Term, Suspension, and Termination

27.1 Term. This Agreement applies from your first use of the Services until terminated. Merchant subscriptions run for the Subscription Term and renew as described in Section 7.2.

27.2 Termination by you.

• Diners may stop using the Services and may request account deletion at any time.
• Merchants may cancel a subscription from the dashboard or by written notice, effective at the end of the then-current Subscription Term. Fees already paid are non-refundable except as stated in Sections 13.4 and 27.3.

27.3 Termination by Kitchn.

• For cause, upon written notice, if you materially breach this Agreement and fail to cure the breach within 15 days after receiving notice of it. Kitchn may instead terminate immediately and without a cure period for breaches of Sections 5.5, 8.5, 8.6, 12, or 26; for non-payment beyond the period in Section 7.6; for fraud or unlawful activity; or where continued service would expose Kitchn or others to material legal, security, or reputational risk.
• For convenience, on at least 60 days' notice to a Merchant, in which case we will refund prepaid, unused fees for the remainder of the then-current Subscription Term on a pro rata basis.
• Diner accounts may be terminated or restricted at our discretion or a restaurant's, including for abuse, fraud, chargeback abuse, or violation of this Agreement.
• Insolvency — either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy proceeding filed against it that is not dismissed within 60 days.

27.4 Effect of termination. On termination or expiration:

(a) your right to access the Services ends immediately, and storefronts are taken offline; (b) all accrued and unpaid fees become immediately due; (c) for 30 days after termination, Merchants may request an export of their Merchant Data by emailing info@orderkitchn.com with the subject line "Data Export", and we will provide the export in a commonly used, machine-readable format. We may charge a reasonable fee for assisted extraction in an unusual format; (d) after that 30-day window, we will delete or de-identify Merchant Data within 90 days, except (i) data we must retain for tax, accounting, dispute-resolution, legal-hold, or compliance purposes; (ii) aggregated and de-identified data; and (iii) copies in routine backups, which are overwritten on our normal cycle and are not restored into production. Retained data remains subject to the Privacy Policy and Section 26; (e) each party will return or destroy the other's Confidential Information on request, subject to the retention carve-outs above; and (f) Merchants remain responsible for outstanding gift card balances, loyalty obligations, chargebacks, refunds, and negative Stripe balances, all of which survive termination.

27.5 Suspension. We may suspend access — in whole or in part, with or without advance notice depending on urgency — where we reasonably believe there is a security threat, unlawful activity, a violation of Section 5.5, non-payment under Section 7.6, a risk of harm to the Services or others, or a legal requirement to do so. We will restore access promptly once the cause is resolved. Suspension for cause does not entitle you to a refund or credit.

27.6 Survival. Sections 3, 4, 5.4, 5.5, 7.6–7.9, 8.4, 9.1, 9.5, 12, 14, 18, 20.4, 23, 24.1, 25, 26, 27.4, 27.6, and 28–39 survive termination, together with any other provision that by its nature should survive.

28. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

KITCHN AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

KITCHN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; OR THAT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS. YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN BACKUPS OF DATA IMPORTANT TO YOU.

KITCHN MAKES NO WARRANTY REGARDING, AND DISCLAIMS ALL LIABILITY FOR, ANY THIRD-PARTY SERVICE, INCLUDING STRIPE, CLOVER, SQUARE, LIGHTSPEED, TOAST, UBER, AND GOOGLE, AND FOR ANY FOOD, GOODS, OR SERVICES SOLD BY A RESTAURANT.

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above may not apply to you. In that case, such warranties are limited to the shortest period permitted by law.

29. Limitation of Liability

29.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR DATA, OR FOR BUSINESS INTERRUPTION OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

29.2 Cap on liability.

• For Merchants: KITCHN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO KITCHN IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
• For Diners: KITCHN'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID THROUGH THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

29.3 Exceptions. The limitations in Sections 29.1 and 29.2 do not apply to: (a) your obligation to pay fees; (b) your indemnification obligations under Section 30; (c) your breach of Sections 5.5, 8.5, 8.6, or 26; (d) either party's gross negligence, willful misconduct, or fraud; or (e) any liability that cannot be excluded or limited under applicable law.

29.4 Basis of the bargain. The limitations in Sections 28 and 29 are a fundamental basis of the bargain between the parties and apply even if a limited remedy fails of its essential purpose.

29.5 Jurisdictional variation. Some jurisdictions do not allow the exclusion or limitation of certain damages. Where that is so, the above applies to the fullest extent permitted, and nothing here limits liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

30. Indemnification

30.1 By you. You will defend, indemnify, and hold harmless Kitchn and its officers, directors, employees, agents, affiliates, licensors, and suppliers from and against any third-party claim, demand, suit, or proceeding, and all resulting damages, liabilities, settlements, costs, and reasonable attorneys' fees, arising out of or relating to:

(a) your breach of this Agreement or violation of applicable law; (b) your content, menus, pricing, marketing, or other materials, including any claim that they infringe or misappropriate a third-party right or are false or misleading; (c) for Merchants: your food, goods, or services, including any claim of illness, allergic reaction, injury, contamination, mislabeling, or death; your obligations to Diners; your gift card, loyalty, refund, chargeback, tax, tip-distribution, employment, or unclaimed-property obligations; your marketing communications and any TCPA, CAN-SPAM, or telemarketing claim; your collection or use of personal data, including any claim that you lacked required consent; and your relationship with any POS Provider, Delivery Provider, Payment Processor, acquirer, or card network; (d) for Diners: your submissions and reviews, and your fraudulent, abusive, or unlawful use of the Services; and (e) your use of the Services in a manner not permitted by this Agreement.

30.2 By Kitchn. Kitchn will defend a Merchant against a third-party claim alleging that the Services, as provided by Kitchn and used in accordance with this Agreement, infringe a U.S. patent, copyright, or trademark or misappropriate a trade secret, and will pay damages finally awarded or amounts in an approved settlement. This obligation does not apply to claims arising from (a) Merchant Data or your content; (b) modification of the Services by anyone other than Kitchn; (c) combination of the Services with anything not provided by Kitchn; (d) use after we notify you to stop; or (e) any third-party service. If the Services become, or in our opinion are likely to become, subject to such a claim, we may at our option procure the right to continue, modify the Services to be non-infringing, or terminate the affected subscription and refund prepaid unused fees. This Section 30.2 states Kitchn's entire liability and your sole remedy for intellectual property infringement.

30.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (except that no settlement imposing a non-monetary obligation or admission on the indemnified party may be made without consent), and provide reasonable cooperation at the indemnifying party's expense. Failure to give prompt notice relieves the indemnifying party only to the extent it is materially prejudiced.

31. Copyright and Content Complaints

We respect intellectual property rights and expect users and Merchants to do the same. If you believe content on the Services infringes your copyright or other rights, email info@orderkitchn.com with the subject line "Copyright Complaint" and include: (1) identification of the work you claim is infringed; (2) identification of the material you claim is infringing and where it appears on the Services; (3) your name, address, email, and phone number; (4) a statement that you have a good-faith belief the use is not authorized by the rights owner, its agent, or the law; and (5) a statement that the information in your complaint is accurate and that you are the rights owner or authorized to act on the owner's behalf.

We will review complaints, may remove or disable access to material we reasonably believe infringes, and will notify the user or Merchant that supplied it, who may respond with evidence of authorization. We may restore material where we reasonably conclude it is non-infringing or authorized. We will terminate the accounts of repeat infringers in appropriate circumstances. Submitting a knowingly false complaint may subject you to liability, and we may disregard complaints from senders who repeatedly submit false or abusive complaints.

32. Dispute Resolution — Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

32.1 Scope. This Section applies to any dispute, claim, or controversy between you and Kitchn arising out of or relating to this Agreement or the Services, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including claims that arose before this Agreement took effect (a "Dispute"). It does not apply to disputes between you and a restaurant about an Order, food, or fulfillment — those are between you and the restaurant.

32.2 Informal resolution first — required. Before starting an arbitration or a court action, you must send a written Notice of Dispute to info@orderkitchn.com with the subject line "Notice of Dispute" (and Kitchn will send one to your account email) describing the claim and the relief sought. The parties will attempt in good faith to resolve the Dispute for 60 days from receipt. If a claim is not resolved in that period, either party may proceed to arbitration. This informal process is a condition precedent; either party may seek a court order to enforce it, and any limitations period is tolled during it.

32.3 Binding arbitration. If informal resolution fails, the Dispute will be resolved by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its rules in effect at the time — the Consumer Arbitration Rules for Diners, and the Commercial Arbitration Rules for Merchants — as modified by this Section. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator, not a court, decides all issues of arbitrability, except that a court decides disputes about the scope or enforceability of the class action waiver in Section 32.5.

32.4 Procedure, location, and costs. Arbitration will be conducted in the English language. For Diners, arbitration will take place in the county of your residence, or by telephone, videoconference, or on documents only, at your election. For Merchants, arbitration will take place in Loudoun County, Virginia, or by videoconference. Filing, administrative, and arbitrator fees will be allocated under the applicable AAA rules; for Diners, Kitchn will pay all AAA filing, administration, and arbitrator fees exceeding what you would pay to file in court, unless the arbitrator finds the claim frivolous. Each party otherwise bears its own attorneys' fees unless a statute or the arbitrator's award provides otherwise. The arbitrator may award any relief available in court to the individual party, and the award may be entered as a judgment in any court of competent jurisdiction.

32.5 Class action and jury trial waiver. YOU AND KITCHN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. YOU AND KITCHN EACH WAIVE ANY RIGHT TO A JURY TRIAL. If this waiver is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and heard in court under Section 33, and the remainder will proceed in arbitration.

32.6 Exceptions to arbitration. Either party may (a) bring an individual claim in small claims court if it qualifies; (b) seek injunctive or other equitable relief in court to protect intellectual property, confidential information, or the security or integrity of the Services; and (c) pursue any claim that applicable law does not permit to be arbitrated.

32.7 Your right to opt out of arbitration. You may opt out of this Section 32 by sending written notice to info@orderkitchn.com with the subject line "Arbitration Opt-Out" within 30 days of first accepting this Agreement, including your name, the email address on your account, and a clear statement that you decline arbitration. Opting out does not affect any other part of this Agreement, and will not adversely affect your relationship with Kitchn. If you opt out, Section 33 governs.

32.8 Changes. If we materially change this Section after you accept it, you may reject the change by notifying info@orderkitchn.com within 30 days of the change, in which case the version in effect when you last accepted continues to apply to Disputes that arose before the change.

32.9 Coordinated filings. If 25 or more demands for arbitration are filed against Kitchn by the same or coordinated counsel, or arising out of similar facts, within a 90-day period, the parties agree the demands will be resolved in staged batches: the AAA will administer an initial batch of up to 25 demands selected proportionally by each side, and remaining demands will be held in abeyance (with filing fees deferred and limitations periods tolled) until the initial batch concludes. Following the initial batch, the parties will engage in a global mediation session before further batches proceed. If this subsection is found unenforceable, the remainder of Section 32 remains in effect.

32.10 Survival. This Section survives termination of this Agreement and of your account.

33. Governing Law and Venue

This Agreement and any Dispute are governed by the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles, and by applicable U.S. federal law. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

For any Dispute not subject to arbitration under Section 32, the parties consent to the exclusive jurisdiction and venue of the state courts located in Loudoun County, Virginia, and the United States District Court for the Eastern District of Virginia, Alexandria Division, and waive any objection to those venues on grounds of inconvenient forum. If you are a consumer, nothing in this Section deprives you of the protection of mandatory consumer protection laws of your place of residence, or of your right to bring proceedings in your local courts where applicable law so requires.

34. Export Control, Sanctions, and Government Users

34.1 Export and sanctions. You will comply with all U.S. export control and economic sanctions laws, including those administered by OFAC and the Bureau of Industry and Security. You represent that you are not located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned jurisdiction, and are not a restricted party.

34.2 U.S. Government users. The Services are "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202. Government users acquire only the rights set out in this Agreement.

35. Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor dispute, governmental action, utility or telecommunications failure, internet or cloud provider outage, denial-of-service attack, or failure of a third-party service.

36. Changes to This Agreement

We may modify this Agreement. We will post the updated version with a revised "Last Updated" date. For material changes, we will provide at least 30 days' advance notice by email to the address on file, by in-product notice, or both. Changes take effect on the stated effective date and apply prospectively. Your continued use after the effective date constitutes acceptance. If you do not accept a material change, your remedy is to stop using the Services and — for Merchants — to cancel before the change takes effect, in which case we will refund prepaid, unused fees for the remainder of the then-current Subscription Term. Changes to Section 32 are governed by Section 32.8.

37. Notices

To you: by email to the address on your account, by notice in the Services, or by posting on our website. Email notice is deemed received when sent. You are responsible for keeping your email address current.

To Kitchn: by email to info@orderkitchn.com, using the applicable subject line in Section 39, with a copy by mail to Kitchn LLC, 42590 Harlow Meadows Ter, Sterling, Virginia 20166. Email notice to that address is valid written notice under this Agreement. Notices are deemed received on the earlier of confirmed delivery or three business days after mailing.

38. General

38.1 Entire agreement. This Agreement, together with the documents listed in Section 4, is the entire agreement between you and Kitchn regarding the Services and supersedes all prior or contemporaneous agreements, proposals, and communications, written or oral. Any purchase order or vendor terms you issue are of no effect, and any additional or conflicting terms in them are rejected.

38.2 Assignment. You may not assign or transfer this Agreement or any rights under it, by operation of law or otherwise, without Kitchn's prior written consent; any attempt to do so is void. Kitchn may assign this Agreement without restriction, including to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets. This Agreement binds and benefits permitted successors and assigns.

38.3 No third-party beneficiaries. Except for the indemnified parties named in Section 30.1 and for Kitchn's licensors and suppliers with respect to Sections 28 and 29, there are no third-party beneficiaries.

38.4 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, franchise, employment, or fiduciary relationship except as expressly stated in Section 8. Kitchn is not a party to any Order and is not the seller, preparer, importer, or distributor of any food or goods; the Merchant sells and prepares every Order. Kitchn's role in the payment flow is described in Section 8.

38.5 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remainder will continue in full force. Section 32.5 is subject to its own severability rule.

38.6 No waiver. No failure or delay in exercising a right waives it, and no single or partial exercise precludes further exercise. Waivers must be in writing and signed by the waiving party.

38.7 Interpretation. Headings are for convenience only. "Including" means "including without limitation." The Agreement will not be construed against the drafter.

38.8 Language. This Agreement is drafted in English. Any translation is provided for convenience; the English version controls.

38.9 Electronic contracting. You consent to transact electronically, to receive communications and disclosures electronically, and to the use of electronic signatures and records. This satisfies any legal requirement that communications be in writing.

39. Contact Us

Kitchn LLC 42590 Harlow Meadows Ter Sterling, Virginia 20166 United States

Email: info@orderkitchn.com

This is our single point of contact for all matters under this Agreement. Messages are monitored and routed internally to the responsible team. Where this Agreement requires written notice, email to this address with the applicable subject line below constitutes valid written notice under Section 37.