Terms of Service

Lavu, Inc. ("Lavu") and/or its affiliates and subsidiaries (collectively, "Lavu" "we" or "us" or "our") offer clients certain websites, software, applications, content, product, and services ("Lavu Products") which may be branded Lavu, LavuPay, MenuDrive, Lavu Payroll, Marty, or another brand owned or licensed by Lavu.

Marty is a product and service offered by Lavu and is not a separate legal entity. References in this Agreement to "Marty" mean the applicable Lavu Product and the services Lavu provides under the Marty brand.

This Terms of Service Agreement (this "Agreement") is a legal agreement between Lavu and you ("you," "your") governing the Lavu Products and their respective websites that we may currently or in the future provide or offer. To receive or use any of the Lavu Products, you must accept all of the terms of this Agreement. If you do not agree with these terms and do not want to be bound by this Agreement, you may not access or use the Lavu Products.

This is a legal agreement. By placing an order for any of the Lavu Products or by accessing or using any of the Lavu Products on our websites, or by downloading any of the Lavu Products, you are accepting and agreeing to this Agreement in its entirety on behalf of yourself and the entity you represent. You represent, covenant and warrant that you have the power, right, authority, and capacity to accept, agree and enter into this Agreement.

This Agreement includes a class action waiver and a waiver of jury trials and requires binding arbitration on an individual basis to resolve disputes. This Agreement limits the remedies that may be available to you in the event of a dispute. If you subscribe to any of the Lavu Products for a term (the "Initial Term"), then this Agreement will be automatically renewed for additional periods of the same duration as the Initial Term at the Lavu Product's then-current fees for such Lavu Products unless you terminate this Agreement before the Renewal Commencement Date.

Headings

This Terms of Service Agreement (this "Agreement") is a legal agreement between Lavu and you ("you," "your") governing the Lavu Products and their respective websites that we may currently or in the future provide or offer. To receive or use any of the Lavu Products, you must accept all of the terms of this Agreement.

User Accounts

To utilize any of the Lavu Products, you will need to create a User Account. During registration you will be asked for both your personal information and information regarding your business. The information that you submit to create your User Account must be complete, accurate and up to date. You must also keep the business and personal information in your User Account up to date during the term of the subscription (including any renewals). If you open a User Account for a company or other entity, you represent that you have authority to bind that entity to this Agreement.

Software

To utilize any of the Lavu Products, you will need to create a User Account. During registration you will be asked for both your personal information and information regarding your business. The information that you submit must be complete, accurate and up to date.

Lavu Products: In General

All of the Lavu Products are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering certain Lavu Products without prior notice. Prices for the Lavu Products are subject to change at any time, but changes will not affect any order for Lavu Products you have already placed. Lavu Products may be purchased or leased as indicated in your order.

Lavu Products: Title

Title for Lavu Products purchased from us passes to the purchaser at the time of delivery by Lavu to the freight carrier and you will be responsible for any Lavu Product loss or damage that occurs when the Lavu Product is in transit to you. Lavu or the applicable third-party financing/rental company approved by us ("Financing Partner") retain title to any Lavu Products you lease or rent from us or the applicable Financing Partner.

Returns and Refunds

You may request a return of purchased, unopened Lavu Products (excluding software or services) within fifteen (15) days of the order date by contacting rma@lavu.com. If approved, Lavu will issue a return materials authorization (RMA). Returned products must be received by Lavu within ten (10) days of RMA issuance, freight prepaid by you, in new, unused condition, in original packaging. Refunds, if approved, exclude shipping, handling, and restocking fees.

Leased or Financed Lavu Products

Leased or financed Lavu Products shall at all times remain the property of Lavu or our Financing Partner (the "Product Owner"). The Product Owner retains and you hereby grant to Lavu and the Product Owner, as applicable, a security interest in and to the leased Lavu Products.

Lavu Product Maintenance, Support, Repair or Replacement Services

Certain Lavu Products may be subject to our maintenance, support, repair or replacement services as indicated in your order with us. Any parts or replacement Lavu Products provided to you hereunder shall not extend the original warranty period and may consist of a new, refurbished, used or functionally equivalent product.

Next Day Replacement Services

If you subscribe to our next day replacement Service ("NDR Service") with respect to any Lavu Product, replacement orders received by us on Monday-Friday before 5PM Eastern Time will be processed and shipped by us to you on the same business day for next business day delivery, and orders received on Saturdays and Sundays will be processed and shipped on Monday (or the next business day).

Mobile Devices and Third-Party Carriers

Use of your User Account requires compatible mobile devices and an internet connection that meets certain minimum speed requirements, which you are responsible for providing. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing any of our websites or using any of the Lavu Products or your User Account.

Unauthorized, Improper or Illegal Use

If it is determined that your User Account has been used for potential or actual immoral, unsuitable, injurious, destructive, improper, illegal or criminal purposes you acknowledge and authorize us to share any information about you, your User Account, your use of any ordered Lavu Product and any other data deemed necessary or appropriate by us to the appropriate law enforcement agencies.

Accepting Credit Card Payments

We do not directly handle processing of credit card transactions. The Lavu Products simply facilitate transacting credit cards through integrated third-party Credit Card Gateway and Processing partners. By transacting credit cards through Lavu Products, you must agree to the terms and conditions set by the Credit Card Gateway and Processor being used.

• You are responsible for verifying that your credit card batch is settled and that all amounts are correct on a daily basis.
• If you use the Lavu Products to process credit card transactions you represent that you have the funds available to pay the Credit Card Gateway, Processing partners or counterparties.
• We are not liable for any damages if the error was caused by you, your misuse of the Lavu Products, or your User Account, or the Credit Card Gateway or Processor.
• We may offer a feature that facilitates transacting Offline Credit Card Transactions. If you choose to utilize this feature you agree that we are not liable for any damages or losses from the use of this feature.

Taxes

Fees do not include Taxes unless expressly indicated otherwise by us on an invoice. If any Lavu Products, or payments for any Lavu Products, under this Agreement are subject to Tax in any jurisdiction and you have not remitted the applicable Tax to us, you will be responsible for the payment of such Tax and any related penalties or interest to the relevant tax authority.

Fees

You agree to pay all fees for Lavu Products as specified on our website or in your order, in U.S. dollars. All fees are nonrefundable, including subscription, service, and transaction fees, except as expressly stated in the Returns and Refunds section. Lavu may change fees for subsequent subscription periods with notice via email, website, or User Account. If you do not consent to fee increases, you must cancel your subscription before the Renewal Commencement Date.

By providing a payment method, you authorize Lavu or its third-party payment processor to charge all fees and charges immediately, without additional notice. Invalid or unaccepted payment methods may result in suspension or termination of your access. Subscriptions auto-renew indefinitely at Lavu's then-current rates unless canceled by contacting Customer Care before the Renewal Commencement Date. No prorated refunds are provided for cancellations.

Your subscription with us for any ordered Lavu Product will continue indefinitely until terminated in accordance with this Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a "Renewal Commencement Date") and continue for an additional equivalent period, at our then current price for such subscription.

Customer Service

We reserve the right to include and utilize tools, capabilities and methods in our software and applications to allow remote access to the devices or computers that contain the software or application or the computer network to which the devices or computers are connected. We may use this remote access functionality to log in to the devices or computers to monitor, modify, alter or otherwise manipulate the data on the remote device for the purpose of providing technical support and ensuring that the Services function as intended.

Notices

Lavu may post notices, disclosures, or amendments to this Agreement on its websites, via email, or in your User Account, effective immediately upon posting or transmission. Continued use of Lavu Products constitutes acceptance of any amendments. You are responsible for maintaining a current email address in your User Account. Written notices to Lavu must be sent to 6614 Gulton Ct NE Suite B, Albuquerque, NM 87109.

Your Content

You grant Lavu a perpetual, irrevocable, worldwide, royalty-free, nonexclusive, fully sublicensable license to use, reproduce, modify, distribute, display, perform, create derivative works from, and incorporate your User Content into Lavu Products or other works for any purpose, including marketing, product development, AI training, or promotion, without compensation or further permission. You represent and warrant that you own or have permission to use all User Content. Lavu may edit, modify, or delete User Content at its discretion and is not liable for any loss or damage to User Content or User Data.

Customer Data; Authorization and Third-Party Vendor Compliance

"Customer Data" means all data, reports, files, credentials, records, content, and other information that you or anyone acting on your behalf submits, uploads, transmits, connects, discloses, or otherwise makes available to any Lavu Product, including Marty. You retain responsibility for Customer Data and for deciding what Customer Data to provide or make accessible.

You represent, warrant, and covenant that you have obtained and will maintain all rights, licenses, permissions, notices, and consents necessary for Lavu and its service providers to access, receive, host, process, analyze, use, and disclose Customer Data as required to provide the Lavu Products. This responsibility includes Customer Data relating to your employees, customers, contractors, franchisees, locations, transactions, payment activity, point-of-sale systems, scheduling systems, accounting systems, payroll systems, inventory systems, delivery platforms, and other third-party products or services.

You are solely responsible for complying with all laws, regulations, privacy obligations, contractual restrictions, acceptable-use policies, API terms, and vendor or platform agreements that apply to your collection, use, export, transfer, disclosure, or sharing of Customer Data. Before connecting a third-party account, sharing credentials, providing an export, or authorizing access to a third-party system, you must confirm that you are authorized to do so and that your actions do not violate your agreement with that vendor or any third party.

Lavu does not grant you rights to data, systems, or services owned or controlled by another person or vendor and does not verify that you have obtained every required authorization. To the maximum extent permitted by applicable law, Lavu, Marty, and Lavu's parents, subsidiaries, affiliates, shareholders, directors, officers, employees, agents, licensors, and service providers are not responsible or liable for your Customer Data, your decision to share or connect Customer Data, your failure to obtain required rights or consents, or your breach of any law or third-party vendor agreement.

Copyright and Trademark Infringement

We respect and honor trademark and copyright rights of others and we ask that you do the same. Any valid notices of copyright or trademark infringement to us may be responded to with suspension or termination of an ordered Lavu Product of any User Account who violates the copyrights and trademarks of others.

Security

We utilize policies, procedures, and technical measures to protect your personal information from accidental loss or malicious acquisition, use, alteration, or access. We cannot guarantee that unauthorized personnel will never be able to access your information by circumventing or breaking the measures in place to prevent such activity. Your acknowledgement of this Agreement represents your understanding that you provide your personal information at your own risk.

Term; Termination

Customers signing up for Marty services are subject to an initial thirty-six (36) month term, which automatically renews for successive thirty-six (36) month periods unless terminated in accordance with this Agreement. You may cancel at any time by providing written notice with a minimum of thirty (30) days before the cancellation effective date.

This Agreement commences when you first use any Lavu Products and continues for the selected subscription term (e.g., monthly, annual), automatically renewing unless terminated earlier. Lavu may, in its sole discretion, permanently or temporarily suspend, terminate, or refuse access to Lavu Products, websites, or your User Account without notice or liability for any reason, including suspected or actual violation of this Agreement, non-payment, or misuse.

Upon termination, you must immediately cease using Lavu Products, and your license to use Lavu Products ends. Lavu has no obligation to retain, provide access to, or allow extraction of User Content or User Data post-termination, except as required by applicable law. Lavu may delete all User Content and User Data immediately upon termination, without liability to you or any third party. You remain liable for all fees and obligations accrued prior to termination.

License; Restrictions

Subject to this Agreement, we grant you a nontransferable, nonexclusive, without rights of sublicense, revocable, limited use license to use and access, solely for your own personal, noncommercial use any Lavu Products that you ordered on any compatible device that you own or control, and the other aspects of Lavu Products.

The rights granted to you in this Agreement are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit any Lavu Products; (ii) you agree not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of any Lavu Products, except to the extent such restriction is prohibited by law; (iii) you agree not to access any Lavu Products in order to build a similar or competitive service; (iv) except as expressly stated herein, no part of any Lavu Product may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (v) you agree not to upload, transmit, or distribute any computer viruses or any software intended to damage or alter a computer or communication network; (vi) you agree not to interfere with, disrupt, or attempt to gain unauthorized access to the servers or networks connected to any Lavu Product; (vii) you agree not to access any Lavu Products by means other than through the interface provided by us; and (viii) you agree not to remove, obscure or alter any proprietary rights notices.

Ownership of Services

Except as otherwise noted in this Agreement, Lavu Products are licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. This Agreement does not grant you any rights to our service marks or trademarks, or any other intellectual property rights. Lavu Products are protected by intellectual property laws, including but not limited to trademark, patent, trade secret and copyright laws. We own all Intellectual Property Rights in the Lavu Products.

Indemnity

You agree to indemnify, defend, and hold harmless Lavu, Marty, and Lavu's parents, subsidiaries, affiliates, shareholders, officers, directors, employees, agents, suppliers, Financing Partners, service providers, and licensors from any claims, losses, damages, judgments, penalties, taxes, interest, costs, and expenses (including reasonable attorneys' fees) arising from: (i) your breach of this Agreement; (ii) your use or inability to use Lavu Products; (iii) violations of any law, rule, or regulation by you, your employees, or agents; (iv) use of Lavu Products with your User Account credentials; (v) User Content, Customer Data, or third-party integrations; (vi) infringement of any third-party rights; (vii) your collection, use, export, transfer, disclosure, or sharing of Customer Data; (viii) your failure to obtain or maintain required rights, licenses, permissions, notices, or consents; or (ix) your breach of any agreement, policy, or terms governing a third-party vendor, platform, product, or service. This obligation survives termination of this Agreement.

Export

You may not use, export, import, or transfer any ordered Lavu Product except as authorized by U.S. law, the laws of the jurisdiction in which you obtained or use such Lavu Product and any other applicable laws. Lavu Products may not be exported or reexported into any United States embargoed countries, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List.

Representation and Warranties

You represent and warrant to us that: (i) you are eighteen (18) years of age or older; (ii) you are eligible to register and use any ordered Lavu Product and have the power, ability, and right to enter into and perform under this Agreement; (iii) the name used to create the User Account is your name or the name of your business; (iv) you will not use any Lavu Product for illegal, immoral or fraudulent activity; (v) your use of any Lavu Product will comply with this Agreement.

No Warranties

You expressly acknowledge and agree that, to the maximum extent permitted by applicable law, your use of any Lavu Product is at your sole risk and the Lavu Products and any content or information provided by Lavu Products are provided on an "as is" and "as available" basis, with all faults and without any guarantee or warranty of any kind, statutory, expressed or implied, including without limitation the implied warranties and/or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or noninfringement, all of which are expressly disclaimed.

Processing and Calculation Errors

You agree that we are not responsible for any monetary losses or damage that you may suffer while using the Lavu Products. It is your responsibility to verify that calculations made by the Lavu Products are correct and, if applicable, include the appropriate taxes, gratuities, and other fees.

Limitation of Liability

To the maximum extent permitted by applicable law, Lavu, its affiliates, officers, directors, employees, agents, suppliers, Financing Partners, and licensors shall not be liable for any direct, indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for lost profits, goodwill, use, data, or other intangible losses, arising from or related to this Agreement, the use or inability to use Lavu Products, or any third-party products or services integrated with Lavu Products, even if Lavu has been advised of the possibility of such damages.

Lavu's total liability for any damages arising from or related to this Agreement, regardless of the cause or form of action, shall be limited to One Hundred U.S. Dollars (U.S. $100.00), regardless of fees paid. Multiple claims shall not enlarge this limit. Your sole remedy for dissatisfaction with Lavu Products or this Agreement is to cease using the Lavu Products, without entitlement to refunds or relief from payment obligations.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Lavu and you and in such jurisdictions, the liability of Lavu is limited to the fullest extent permitted by such state law.

No Warranties or Liability for Beta-Testing

From time to time, we may request, and you may agree (at your sole discretion) to beta-test new Lavu Products that we intend to release (each, a "New Offering"). During the period when you are beta-testing a New Offering, you agree to: (i) utilize the New Offering in the same manner in which you have used previous Lavu Products; (ii) promptly notify us of any operational or other issues; and (iii) make members of your staff reasonably available to assist us in troubleshooting.

You acknowledge and agree that we shall not be liable to you, your customers or other third-parties for consequential, exemplary, incidental, direct or indirect damages or loss of profits, data, goodwill or opportunities in connection with your beta-testing of a New Offering.

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction and without your consent. Any assignment or transfer in violation of the foregoing will be null and void.

Disputes and Arbitration

All disputes arising out of or related to this Agreement or Lavu Products (excluding claims for injunctive or equitable relief sought by Lavu) shall be resolved exclusively through binding arbitration on an individual basis.

Informal Resolution: You agree to first contact Lavu's support department to attempt to resolve any dispute. If the dispute is not resolved within sixty (60) days, either party may initiate arbitration.

Arbitration Process: Arbitration shall be initiated through the American Arbitration Association (AAA) and conducted under its then-current Commercial Arbitration Rules. The arbitration shall be conducted by a single, neutral arbitrator in Bernalillo County, New Mexico, unless the parties jointly agree otherwise.

Exclusive Forum: The parties agree that arbitration shall be the sole and exclusive forum for resolving any disputes covered by this Agreement, and each party waives any right to initiate or maintain any judicial proceeding in any court.

Enforcement: If any party initiates a lawsuit or other judicial proceeding in violation of this arbitration clause, the other party may seek to enforce this clause by filing a motion to compel arbitration. The party initiating such a lawsuit agrees to dismiss the judicial proceeding within ten (10) days of written notice.

Attorneys' Fees and Costs: The prevailing party in any arbitration proceeding under this Agreement shall be entitled to recover its reasonable attorneys' fees, costs, and expenses, to the extent permitted by applicable law and AAA rules.

Arbitrator's Authority: The arbitrator may award only actual damages required by statute or this Agreement, on an individual basis, and may issue injunctive or declaratory relief only pursuant to applicable consumer protection statutes. The arbitrator may not award punitive, consequential, or class-wide relief. Arbitration proceedings are confidential.

Court Jurisdiction: Any judgment on the arbitrator's award may be entered in a court of competent jurisdiction. In any litigation to vacate or enforce an arbitration award, the parties waive jury trials and agree to resolution by a judge in the courts of Bernalillo County, New Mexico.

Governing Law

This Agreement shall be governed by the laws of the State of New Mexico, without regard to conflict of law principles. Any judicial proceedings shall be conducted in Bernalillo County, New Mexico.

Non-Disparagement

You agree not to disparage Lavu, its respective officers, directors, employees, stockholders, agents and affiliates, in any manner likely to be harmful to them or their business, business reputation or personal reputation.

Severability; Waiver

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Entire Agreement

This Agreement constitutes the entire agreement between you and Lavu with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, warranties, both written and oral, with respect to such subject matter.