1. DEFINITIONS

The following capitalized terms shall have the meanings set forth below when used in this Agreement and all associated Order Forms:

"Agreement" means these Terms and Conditions and EULA, together with any applicable Order Form(s) executed by the parties, as may be amended from time to time.

"AI Services" means any artificial intelligence, machine learning, natural language processing, voice recognition, or automated decision-support features within the Platform, including Commerce AI, Promoflow AI, MAAS, and Voice AI.

"Content" means software (including machine images), data, information, text, audio, video, images or other content that a party causes to interface with the Services, or submits or uploads to the Services.

"Customer / End User" means an entity or individual whose principal place of business or residence is located in the Territory, that is licensed to use the Software for such number of User Subscriptions purchased from Reseller or directly from SnapMenu AI, for such entity's internal use, and not for resale.

"Customer Data" means all electronic data or information submitted by Customers and their permitted users for the purpose of and in connection with using the Services.

"Documentation" means the user guide and other technical documents and materials related to the Product, including marketing materials, provided by SnapMenu AI in any written medium.

"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

"Order Form" means a written or electronic ordering document (Reseller Order Form, Referral Order Form, or End Customer Order Form) that specifies the Services, fees, and other commercial terms agreed between the parties.

"Platform" means the SnapMenu AI SaaS platform and all associated Products, Services, APIs, and AI features described in the Documentation.

"Product / Software" means the object code form of SnapMenu AI's proprietary restaurant and hospitality management software in all editions and tiers, including Updates, furnished via web or mobile applications, integrations, APIs/SDKs, plug-ins, connectors, and hosted services.

"Referral Partner" means a party that introduces End Customers to SnapMenu AI under a Referral Order Form and receives a commission on resulting subscriptions.

"Reseller" means a party authorized under a Reseller Order Form to market and sell SnapMenu AI subscriptions to End Customers on a resale basis.

"Service(s)" means the subscription-based provision of access to and use of the Software, including hosting, maintenance, updates, and standard support, during the applicable subscription term.

"SnapMenu AI Marks" means any trademarks, service marks, trade names, logos, or other proprietary marks used by SnapMenu AI in connection with the Services.

"Territory" means the geographic area specified in the applicable Order Form.

"Update(s)" means a new or revised version of the Product containing bug fixes, corrections, or minor enhancements, as determined at SnapMenu AI's sole discretion, but excluding major new features.

"User Subscriptions" means the user subscriptions purchased or ordered for the Customer.

"Voice AI" means the AI-powered voice automation feature of the Platform that enables automated telephone order-taking, reservation management, and customer interaction via natural language processing.

2. PROPRIETARY RIGHTS AND CONFIDENTIALITY

2.1 License to Use SnapMenu AI Marks

Subject to the terms and conditions of this Agreement, SnapMenu AI grants Reseller and Referral Partner a nontransferable, nonexclusive license during the Term to use the SnapMenu AI Marks in advertising materials only in forms designated by SnapMenu AI, solely as necessary to offer and sell the Services to Customers.

SnapMenu AI may revoke this license upon notice of any material noncompliance. All goodwill arising out of such use will inure solely to SnapMenu AI and its affiliates.

2.2 Ownership

SnapMenu AI and its licensors own and shall retain all right, title and interest (including all patent rights, copyrights, trademark rights, trade secret rights, and other intellectual property rights) in and to the Software, Services, AI Services, and SnapMenu AI Marks.

Only SnapMenu AI shall have the right to maintain, enhance or otherwise modify the Software. This Agreement does not convey to any Reseller, Referral Partner, or Customer any rights of ownership in or related to the Software or SnapMenu AI's intellectual property.

If any party provides SnapMenu AI with Feedback (reports of defects, suggested changes, or modifications), SnapMenu AI shall have the right to use and exploit such Feedback without obligation, and the providing party hereby assigns all rights to such Feedback to SnapMenu AI.

2.3 Customer Data

All information, Customer contact lists, and databases of Customer Data provided by SnapMenu AI to a Reseller or Referral Partner remain SnapMenu AI's property.

Resellers and Referral Partners shall not use such information except in connection with performing their obligations under this Agreement.

Each party shall comply with all applicable laws and SnapMenu AI's data privacy and security requirements with respect to Customer Data.

Upon termination of this Agreement for any reason, Reseller and Referral Partner shall promptly deliver all Customer Data to SnapMenu AI within 15 business days.

2.4 Confidentiality

Each party (the "Receiving Party") shall keep confidential and not disclose to any third party, or use except as required in performance of obligations under this Agreement, all Confidential Information of the other party (the "Disclosing Party").

Confidential Information includes technology, business plans, pricing, customer lists, trade secrets, and all Agreement terms.

Receiving Party shall employ at least reasonable care to protect Confidential Information, equivalent to the care it employs for its own confidential information.

Confidential Information excludes information that enters the public domain through no fault of Receiving Party.

Disclosure required by law or court order is permitted with prior notice to the Disclosing Party and with reasonable protective measures.

Neither party shall reverse engineer, decompile, or disassemble any Confidential Information of the other.

3. AI SERVICES AND VOICE AI DISCLAIMERS

3.1 Nature of AI Services

SnapMenu AI's Platform incorporates artificial intelligence, machine learning, and natural language processing technologies, including but not limited to Commerce AI, Promoflow AI, MAAS (Marketing-as-a-Service), and Voice AI. The following disclaimers apply to all AI Services:

• AI-generated outputs, recommendations, promotions, and automated decisions are based on machine learning models and statistical probabilities. They are not guaranteed to be accurate, complete, or suitable for any specific purpose.
• SnapMenu AI's AI Services are designed to assist — not replace — human judgment. End Customers retain sole responsibility for any business decisions made in reliance on AI-generated outputs.
• AI models may produce unexpected, incorrect, or contextually inappropriate outputs (commonly referred to as 'hallucinations'). SnapMenu AI does not warrant that AI outputs will be error-free.
• AI features are continuously trained and improved. Outputs may vary over time as underlying models are updated.

3.2 Voice AI Specific Disclaimers

The Voice AI feature enables automated telephone interactions including order-taking, reservation management, and customer service. The following additional terms apply:

• Call Recording and Transcription: Voice AI calls may be recorded and transcribed for quality assurance, model training, and compliance purposes. By activating Voice AI, End Customers represent that they have obtained all legally required consents from callers in their jurisdiction (including consent under applicable federal and state wiretapping and recording laws, including the Telephone Consumer Protection Act (TCPA) and state equivalents such as California's two-party consent law).
• Call Accuracy: Voice AI accuracy depends on audio quality, accent, background noise, and vocabulary. SnapMenu AI does not guarantee that all orders, reservations, or communications processed through Voice AI will be correctly captured or executed.
• Call Volume Caps: The Voice AI Limited tier is subject to a 50-call-per-month cap. Calls exceeding this cap will be charged at the then-current per-call overage rate (currently $1.00 per call). Unlimited tier subscribers are not subject to per-call charges.
• Regulatory Compliance: End Customers are responsible for ensuring Voice AI use complies with all applicable telecommunications, consumer protection, and do-not-call regulations in their jurisdiction. SnapMenu AI is not responsible for End Customer non-compliance.
• Human Handoff: Voice AI systems may misunderstand complex requests. End Customers are strongly encouraged to maintain a human fallback option for callers.
• No Emergency Services: Voice AI is not designed for, and must not be used for, emergency services or life-safety applications.

3.3 AI Data Use and Training

• SnapMenu AI may use anonymized and aggregated interaction data from AI Services to improve its AI models, subject to applicable privacy laws.
• SnapMenu AI will not use individually identifiable Customer Data to train AI models without explicit written consent.
• End Customers may opt out of contributing interaction data to model training by submitting a written request to support@snapmenu.ai.

3.4 Third-Party AI Components

Certain AI features may incorporate third-party AI models or APIs. SnapMenu AI will disclose material third-party AI dependencies in its Documentation. SnapMenu AI's liability for third-party AI failures is limited to the remedies set forth in Section 11 of this Agreement.

4. PRIVACY AND DATA PROTECTION

4.1 Applicable Privacy Laws

The parties shall comply with all applicable data privacy and protection laws, including but not limited to:

• The California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), as applicable.
• The General Data Protection Regulation (GDPR) to the extent any data subjects are located in the European Economic Area.
• The Health Insurance Portability and Accountability Act (HIPAA) if End Customer operates in healthcare-adjacent settings where protected health information may be collected.
• State privacy laws applicable to End Customer's jurisdiction of operation.

4.2 Data Processing Roles

• SnapMenu AI acts as a Data Processor with respect to personal data submitted by End Customers through the Platform. End Customers act as Data Controllers for their customer and employee personal data.
• Resellers and Referral Partners who handle End Customer personal data on behalf of SnapMenu AI act as Sub-Processors and must execute a Data Processing Addendum (DPA) prior to processing any personal data.
• SnapMenu AI's Data Processing Addendum is available at: https://legal.snapmenu.ai

4.3 Data Security

• SnapMenu AI shall implement and maintain commercially reasonable technical and organizational security measures to protect Customer Data from unauthorized access, disclosure, alteration, or destruction.
• Security measures include, at minimum: encryption of data at rest and in transit, access controls and role-based permissions, regular security assessments, and incident response procedures.
• In the event of a confirmed data breach affecting Customer Data, SnapMenu AI shall notify affected parties within 72 hours of discovery, to the extent feasible.

4.4 Data Retention and Deletion

• SnapMenu AI retains Customer Data for the duration of the subscription term and for a period of 90 days following termination, during which End Customers may request data export.
• After the 90-day post-termination period, Customer Data will be securely deleted unless retention is required by applicable law.
• AI training data derived from Customer interactions will be retained in anonymized form for model improvement purposes in accordance with SnapMenu AI's Privacy Policy.

4.5 Cross-Border Data Transfers

Customer Data may be processed and stored on servers located in the United States. Parties transferring personal data from jurisdictions with data transfer restrictions (including the EU/EEA) must execute appropriate transfer mechanisms, such as Standard Contractual Clauses (SCCs). Contact privacy@snapmenu.ai for transfer mechanism documentation.

5. SERVICE LEVEL AGREEMENT (SLA) AND SUPPORT

5.1 Uptime Commitment

SnapMenu AI commits to the following monthly uptime availability for the Platform:

Plan Tier	Monthly Uptime SLA	Max Monthly Downtime
Standard (all tiers)	99.5%	~3.6 hours
MAAS / Enterprise	99.9%	~43 minutes

5.2 Exclusions from SLA

Downtime attributable to the following shall not count toward SLA calculations:

• Scheduled maintenance (announced at least 48 hours in advance via status page or email).
• Events of Force Majeure (see Section 13.1).
• Third-party service failures outside SnapMenu AI's reasonable control.
• End Customer's own infrastructure, network, or actions.
• Denial-of-service attacks or other malicious external acts.

5.3 SLA Credits

• If SnapMenu AI fails to meet the applicable monthly uptime SLA, End Customers or Resellers may claim a Service Credit.
• Credits are calculated as: (Actual Downtime - Permitted Downtime) x Daily Prorated Subscription Fee.
• Maximum credit per month: 30% of monthly subscription fee.
• Credits must be requested within 30 days of the incident by emailing support@snapmenu.ai with documentation.
• Credits apply only to future subscription fees and are not redeemable for cash.

5.4 Support Structure

Priority	Description	Initial Response	Target Resolution
P1 - Critical	Platform down / data loss	2 hours	8 hours
P2 - High	Major feature non-functional	4 hours	24 hours
P3 - Medium	Feature degraded / workaround available	1 business day	3 business days
P4 - Low	Minor issue / general inquiry	2 business days	5 business days

Support Channels: Email: support@snapmenu.ai | Portal: https://support.snapmenu.ai

Support Hours: Monday–Friday, 9:00 AM – 6:00 PM Eastern Time (excluding US federal holidays).

P1/P2 issues may be escalated via email with subject line 'URGENT – P1' or 'URGENT – P2' for after-hours response.

Resellers provide Tier-1 support to End Customers. SnapMenu AI provides Tier-2/Tier-3 escalation support.

6. REFERRAL PARTNER AND RESELLER PROTECTION

6.1 Referral Partner Protections

• Account Protection: Once a Referral Partner has registered an End Customer lead with SnapMenu AI (via signed Referral Order Form), that account is protected for 12 months. SnapMenu AI will not accept competing referrals for the same End Customer during this protection period without the original Referral Partner's consent.
• Dispute Resolution: In the event of a commission dispute, both parties shall escalate to their respective senior management within 10 business days before pursuing other remedies.

6.2 Reseller Protections

• Reseller Territory: The applicable Order Form may designate an exclusive or non-exclusive territory for the Reseller. SnapMenu AI shall not appoint additional resellers with exclusive rights in the same territory without the existing Reseller's written consent.
• Pricing Floor: SnapMenu AI shall not sell directly to End Customers introduced by an active Reseller at prices that undercut the Reseller's contracted pricing, without prior written notice and a 30-day cure period.
• Minimum Notice for Base Price Changes: SnapMenu AI shall provide at least 60 days' written notice before increasing the Base Price applicable to a Reseller's existing customer accounts.
• Marketing Support: SnapMenu AI shall provide Resellers with access to approved marketing materials, product training, and co-marketing support as described in the applicable Order Form.
• Certification: Resellers may be required to complete SnapMenu AI's product certification program before selling certain AI Service tiers. SnapMenu AI shall provide certification training at no additional charge.

6.3 Anti-Circumvention

During the Term of this Agreement and for a period of 24 months following its expiration or termination:

• SnapMenu AI shall not directly solicit End Customers introduced by a Referral Partner or Reseller with the intent of bypassing partner commission obligations.
• Referral Partners and Resellers shall not introduce End Customers to SnapMenu AI's direct competitors using Confidential Information obtained under this Agreement.

Breach of this Section shall entitle the non-breaching party to equitable relief in addition to any other remedies available at law.

7. BILLING, SUSPENSION, AND TERMINATION PROTECTIONS

7.1 Billing and Payment

• Invoicing: SnapMenu AI shall issue invoices for subscription fees monthly in advance. Setup fees are invoiced once upon execution of the applicable Order Form.
• Payment Terms: Payment is due within 15 days of invoice date unless otherwise specified in the Order Form.
• Late Payments: Amounts not paid within 15 days of due date shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower).
• Disputed Invoices: A party may dispute an invoice in good faith by providing written notice within 15 days of receipt. The parties shall work cooperatively to resolve billing disputes within 30 days. Undisputed amounts remain due and payable.
• Taxes: All fees are exclusive of applicable taxes, levies, or duties. Each party is responsible for taxes applicable to its own income. Sales taxes applicable to End Customer transactions shall be specified in the applicable Order Form.
• Currency: All fees are quoted and payable in United States Dollars (USD).

7.2 Suspension

• Service Suspension for Non-Payment: If payment is not received within 30 days of the due date, SnapMenu AI may suspend access to the Platform after providing at least 10 days' written notice to the delinquent party.
• Notice of Suspension: SnapMenu AI shall send suspension notices to both the delinquent Reseller/Referral Partner AND the affected End Customer (where known) at least 10 days before suspension to allow resolution.
• Reactivation: Suspended services may be reactivated upon payment of all outstanding amounts plus a reactivation fee not to exceed $50.00.
• Data Preservation During Suspension: Customer Data shall be preserved for a minimum of 30 days following service suspension, during which time the End Customer may export their data.
• Suspension for Policy Violation: SnapMenu AI may suspend access immediately (without prior notice) for violations of the Acceptable Use Policy (Section 8) or material breaches posing a security risk to the Platform.

7.3 Termination

• Termination for Convenience: Either party may terminate this Agreement with 30 days' written notice. Subscription fees for the remaining notice period are due and non-refundable.
• Termination for Cause: Either party may terminate immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within 30 days of written notice; (b) becomes insolvent or files for bankruptcy protection; or (c) engages in fraudulent or illegal conduct.
• Effect of Termination on Commissions: Upon termination of a Referral Partner's agreement, commission payments shall continue for 90 days for End Customers actively subscribed at the time of termination, unless termination was for cause attributable to the Referral Partner.
• Effect of Termination on End Customers: Termination of a Reseller agreement does not automatically terminate End Customer subscriptions. SnapMenu AI shall provide at least 60 days' notice to affected End Customers and may offer to continue service directly.
• Data Return on Termination: Following termination, End Customers may export Customer Data within 90 days. After this period, Customer Data will be securely deleted.
• Survival: Sections 2 (Proprietary Rights), 4 (Privacy), 9 (Warranties), 10 (Disclaimer), 11 (Limitation of Liability), 13.4 (Confidentiality), and this Section 7.3 shall survive termination.

8. ACCEPTABLE USE POLICY (AUP)

8.1 Permitted Use

The Platform may only be used for legitimate restaurant, food service, and hospitality business operations, including:

• Online ordering and point-of-sale management.
• Menu management and digital marketing (via Promoflow AI).
• Customer communications and loyalty program management.
• Automated telephone order-taking and reservation management (via Voice AI).
• Marketing analytics and campaign management (via MAAS).

8.2 Prohibited Uses

The following uses of the Platform are strictly prohibited:

• Illegal Activities: Using the Platform for any activity that violates applicable federal, state, or local law, including without limitation consumer protection laws, telecommunications regulations, and anti-spam laws (CAN-SPAM, TCPA).
• Misrepresentation: Impersonating any person or entity, or making false representations about products, services, or promotions through AI-generated content.
• Data Scraping: Using automated tools to scrape, extract, or harvest data from the Platform beyond what is permitted by the API documentation.
• Security Interference: Attempting to probe, scan, or test the vulnerability of any system or network; breaching or circumventing any security or authentication measures.
• Malicious Code: Uploading or transmitting any Malicious Code to the Platform or through any Platform feature.
• Unauthorized Access: Accessing any portion of the Platform for which the user does not have explicit authorization.
• Spam and Unsolicited Communications: Using Voice AI or messaging features to send unsolicited commercial communications or to contact individuals on do-not-call lists.
• Discrimination: Using AI features to make automated decisions that discriminate against individuals based on protected characteristics under applicable law.
• Competitive Intelligence: Using the Platform to gather competitive intelligence about SnapMenu AI's technology, pricing, or customers.
• Excessive Load: Generating excessive API calls or data loads that degrade Platform performance for other users.

8.3 AUP Enforcement

• Resellers are responsible for ensuring End Customers comply with this AUP. Resellers shall include AUP compliance obligations in their End Customer agreements.
• SnapMenu AI reserves the right to monitor Platform usage for AUP compliance. Any monitoring will be conducted in accordance with SnapMenu AI's Privacy Policy.
• Violations of this AUP may result in immediate service suspension (per Section 7.2) and/or termination for cause (per Section 7.3).
• Repeated or willful AUP violations may result in permanent account deactivation without refund.

9. INDEMNIFICATION

9.1 Mutual Indemnity

Each party (the "Indemnifying Party") will defend, indemnify, and hold harmless the other (the "Indemnified Party"), its employees, officers, directors, and representatives, from and against any and all claims, suits, demands, proceedings, damages, losses, liabilities, costs and expenses (including attorneys' fees) arising out of or relating to any third-party claim concerning: (a) the Indemnifying Party's knowing misuse or modification of the Product; (b) a material breach by the Indemnifying Party of any material obligations, representations, or warranties under this Agreement; (c) a violation by the Indemnifying Party of any applicable law; (d) knowingly false or misleading sales, marketing, or promotional materials regarding the Software or Services; (e) infringement or misappropriation of any intellectual property rights of a third party; (f) the Indemnifying Party's gross negligence, misrepresentation, or willful misconduct; or (g) a dispute between the Indemnifying Party and any Customer.

9.2 SnapMenu AI Infringement Indemnity

If an action is brought against Reseller claiming that the Product infringes a patent, copyright, or misappropriates a third-party trade secret, SnapMenu AI will indemnify and defend Reseller (including costs and reasonable attorneys' fees), provided that: (i) Reseller has used the Product in accordance with this Agreement; (ii) Reseller notifies SnapMenu AI promptly in writing; (iii) Reseller grants SnapMenu AI authority to conduct the defense; and (iv) Reseller provides reasonable cooperation and assistance.

SnapMenu AI's indemnification obligation is reduced to the extent infringement arises from: unauthorized modification of the Product; failure to install a provided fix; combination with non-SnapMenu AI products where the Product alone would not infringe; or Reseller's use outside the scope of the Documentation.

10. WARRANTIES

10.1 Mutual Warranties

Each party warrants that: (i) it is duly incorporated, validly existing, and in good standing; (ii) it has all requisite corporate power and authority to execute and perform this Agreement; (iii) execution of this Agreement constitutes a legal, valid, and binding obligation; (iv) there is no outstanding litigation that would materially affect its ability to perform; and (v) no consent from any governmental authority is required with respect to entering this Agreement.

10.2 SnapMenu AI Product Warranties

SnapMenu AI warrants that: (i) the Software shall perform materially in accordance with the Documentation during the subscription term; and (ii) SnapMenu AI will not knowingly transmit Malicious Code to Reseller.

10.3 Warranty Disclaimer

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS." NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EACH PARTY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RELIABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SNAPMENU AI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

11. LIMITATION OF LIABILITY

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, LOSS OF ACTUAL OR ANTICIPATED PROFITS, REVENUES, CUSTOMERS, CONTRACTS, OPPORTUNITIES, OR GOODWILL; OR (B) INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY A PARTY RELATED TO USE OF OR ACCESS TO THE SERVICES, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S ENTIRE LIABILITY UNDER THIS AGREEMENT FOR ANY DAMAGES FROM ANY CAUSE WHATSOEVER, REGARDLESS OF FORM OR ACTION, WHETHER IN CONTRACT, NEGLIGENCE, OR OTHERWISE, SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO ALL AMOUNTS PAID BY RESELLER TO SNAPMENU AI PURSUANT TO THIS AGREEMENT WITHIN THE SIX (6) MONTH PERIOD PRIOR TO THE BRINGING OF ANY PARTICULAR CLAIM.

NOTHING IN THIS SECTION WILL LIMIT: (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; OR (B) DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD. THESE LIMITATIONS APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. GENERAL PROVISIONS

12.1 Force Majeure

Except for payment obligations, neither party will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including acts of God, labor disputes, electrical or power outages, utilities or telecommunications failures, pandemic, earthquake, storms, blockages, embargoes, riots, acts of government, acts of terrorism, or war. The non-affected party may terminate this Agreement upon written notice if the other party remains unable to perform for more than seventy-five (75) days due to a force majeure event.

12.2 Independent Contractors

SnapMenu AI, Resellers, and Referral Partners are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

12.3 Entire Agreement

This Agreement, together with all applicable Order Forms and exhibits, represents the entire agreement between the parties regarding its subject matter. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the parties. No modification or amendment of this Agreement will be effective unless in writing and signed by both parties.

12.4 Assignment

Resellers and Referral Partners may not assign or transfer this Agreement or any of their rights or licenses without SnapMenu AI's prior written consent. SnapMenu AI may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, upon reasonable prior written notice. SnapMenu AI shall not assign this Agreement to a direct competitor of Reseller in the payment processing or merchant services industry without Reseller's prior written consent.

12.5 Governing Law and Jurisdiction

This Agreement shall be governed, interpreted, and enforced in accordance with the laws of the State of Connecticut without reference to conflict of law rules. The parties irrevocably submit to the exclusive jurisdiction of the competent courts of Fairfield County, Connecticut, for any action or proceeding arising out of or relating to this Agreement. Either party may seek injunctive relief in any court of competent jurisdiction for actual or alleged infringement of intellectual property rights.

12.6 Additional Standard Provisions

• Waiver: Failure to enforce any right under this Agreement at any time shall not be construed as a waiver of such right.
• Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force.
• Notices: All notices must be in writing and delivered by personal service, confirmed email, express courier, or certified mail. Notices are effective upon receipt if delivered personally or by confirmed email, and three (3) business days after mailing if sent by certified mail.
• Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.
• Construction: Section headings are for convenience only and shall not affect the interpretation of this Agreement.