Xenia Cloud Terms

These Terms govern use of the Xenia platform and become binding only when incorporated by an executed Cover Page or Order Form.

1. The Agreement

The Xenia by Yo-Do Software Corp. Cloud Service Terms govern Merchant's use of the Xenia cloud-based platform (the "Cloud Service"). Merchant and Provider agree to these terms by executing a Cover Page that specifies Key Terms, Attachments, and any Additional Terms. Collectively, these terms, the Cover Page, and any Orders form the parties' agreement ("Agreement"). In case of conflicts, Section 20(e) (Order of Precedence) governs. Capitalized terms are defined in context or in Section 21 (Definitions).

2. Cloud Service

Subject to this Agreement, Merchant may use the Cloud Service for its own business purposes during each Subscription Term ("Permitted Use"). The Cloud Service enables Merchant to be discovered by visitors and residents, accept reservations and payments, sell gift cards, and manage transactions through a single integrated platform. Provider reserves the right to update or enhance the Cloud Service from time to time, provided that no modification will materially decrease the overall functionality of the Cloud Service during a Subscription Term.

3. Fees and Revenue Model

a. Merchant Fees. Except for the Gift Card Program Fee described in Section 3(d), Merchant is not charged any platform, subscription, or transaction fees for use of the Cloud Service. Xenia's core platform — including universal cart, inter-business merchant bundles, and gift cards — operates on customer-paid platform fees only. Stripe's payment processing fee on each order is passed through to the merchants in that order at cost, without markup, as described in Section 5(c). Optional or additional services, if any, are governed by a separate agreement or addendum as described in this Section 3.

b. Customer-Side Platform Fees. Customers using the Cloud Service will pay a 5% platform fee on Transactions. This fee is charged to and paid by the customer, is retained by Provider from the order total at the time of the Transaction, and is not deducted from the price of Merchant's goods or services. No platform fee applies to Gift Card Purchases, which are sold at full face value as described in Section 3(c). If Merchant refunds all or part of a Transaction, or a customer dispute of a Transaction is resolved in the customer's favor, Provider will refund or reverse the platform fee in proportion to the amount refunded or reversed, so that Merchant does not bear any portion of Provider's fee.

c. Gift Card Program. Gift cards purchased through the Cloud Service are sold at full face value, with no fee charged to the customer at purchase, and Provider bears the payment processing fees on Gift Card Purchases. When a gift card is redeemed at Merchant's business, Merchant is charged the Gift Card Program Fee described in Section 3(d). Gift card redemptions are settled under Section 5(d).

d. Gift Card Program Fee. For each gift card redemption at Merchant's business, Merchant is charged a Gift Card Program Fee of 1.5% of the amount redeemed, which Provider deducts from the gift card settlement for that redemption under Section 5(d). No other fee is charged to Merchant for the sale or redemption of gift cards. Participation in the gift card program is optional; a Merchant that does not participate is not charged the Gift Card Program Fee. Each transaction summary under Section 5(e) will show the gift card redemptions settled and the Gift Card Program Fee deducted for each.

e. Future Features. Provider may develop additional platform features beyond those described in this Agreement, including but not limited to active waitlists, in-application advertising tools, and advanced AI-powered features (collectively, "Additional Features"). Additional Features will be offered to Merchant under a separate addendum to this Agreement, which will specify the applicable terms, pricing, and any modifications to the fee structure set forth herein. Merchant's use of any Additional Feature is conditioned on execution of the applicable addendum. Nothing in this Agreement obligates Provider to develop any Additional Feature or obligates Merchant to adopt one.

f. Payment. Where fees are payable by Merchant under this Agreement or any addendum hereto, Merchant authorizes Provider to bill and charge Merchant's payment method on file for immediate payment. Late payments are subject to a charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All fees are non-refundable except as expressly set out in this Agreement.

g. Taxes. Fees are exclusive of taxes. Merchant is responsible for all sales, use, GST, value-added, and similar transaction taxes on its Transactions, as described in Section 3(h), and for its own income, franchise, payroll, property, and similar taxes. Provider is responsible for its own income tax, for any tax applicable to the Customer-Side Platform Fee, and for any tax applicable to Gift Card Purchases.

h. Sales Tax on Merchant Transactions. As the merchant of record for its Transactions, Merchant is solely responsible for determining the taxability of its goods and services and for collecting, reporting, and remitting sales, use, and similar transaction taxes on those Transactions, including any related registration and filing obligations. Tax amounts collected at checkout on Merchant's Transactions are included in Merchant's portion of the order directed to Merchant under Section 5(c) and are received by Merchant for remittance to the applicable taxing authority. For a Transaction paid in whole or in part by gift card redemption, the redeemed amount settled to Merchant under Section 5(d) includes any tax on that Transaction, which Merchant remits. Any tax calculation the Cloud Service provides at checkout is a convenience tool based on the tax settings and product and service categorizations Merchant supplies; Merchant is responsible for the accuracy of those settings and categorizations and will promptly update them when they change, and Provider does not warrant that calculated amounts are correct for any jurisdiction. If applicable Law nonetheless requires Provider to collect or remit tax on a Transaction as a marketplace facilitator or marketplace provider, Provider will comply with that requirement, will notify Merchant of the affected jurisdictions, and the parties will cooperate in good faith to adjust collection so that tax is not collected twice.

i. Tax Records and Cooperation. Each party will retain records relating to taxes on Transactions and Gift Card Purchases as required by applicable Law. Each party will cooperate reasonably with the other in connection with any audit, assessment, or inquiry by a taxing authority relating to Transactions processed through the Cloud Service, including by providing supporting records within a reasonable time. Merchant will reimburse Provider for any tax, interest, or penalty assessed against Provider on Merchant's Transactions to the extent it results from Merchant's failure to collect or remit tax for which Merchant is responsible under Section 3(h), or from inaccurate or incomplete tax settings or information Merchant supplied.

j. Payment Disputes. If Merchant disputes an invoice in good faith, it will notify Provider within fifteen (15) business days, and the parties will seek to resolve the dispute over a fifteen (15)-day discussion period. Merchant is not required to pay disputed amounts during the discussion period but will timely pay all undisputed amounts. After the discussion period, either party may pursue available remedies.

4. Term and Renewal

a. Initial Subscription Term. Each Subscription Term will last for an initial twelve (12)-month period unless the Cover Page states otherwise.

b. Renewal. Following the Initial Subscription Term, this Agreement will automatically renew on a month-to-month basis unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

c. Term of Agreement. This Agreement starts on the Effective Date and continues until the end of all Subscription Terms, unless sooner terminated in accordance with its terms.

5. Payments and Settlement

a. Payment Processing. Payment acceptance is provided exclusively through Stripe, Inc. ("Stripe") using Stripe Connect. To accept payments through the Cloud Service, Merchant must create or connect a Stripe account and enter into and remain in good standing under Stripe's Connected Account Agreement and other applicable Stripe terms (collectively, the "Stripe Terms"). Merchant's Stripe account is Merchant's responsibility, including its accuracy, maintenance, identity verification, and continued good standing. Merchant's use of Stripe is governed by the Stripe Terms, which are between Merchant and Stripe and not part of this Agreement. Payout timing, holds, reserves, and account actions imposed by Stripe are outside Provider's control and do not constitute a breach of Provider's obligations under this Agreement. Provider is not liable for the acts, omissions, availability, or account decisions of Stripe.

b. Merchant of Record. Merchant is the merchant of record for all Transactions processed through the Cloud Service, including reservations and universal-cart purchases, and is the seller of the goods and services purchased. Each customer order, including a universal-cart order that includes more than one merchant, is processed as a single payment, and the customer's payment statement identifies the merchant or merchants whose goods or services are included in the order. Merchant is responsible for its refund and cancellation policies, for issuing refunds (which it may do through the Cloud Service's tools), and for disputes and chargebacks on its Transactions as provided in Section 6. Provider is the merchant of record only for Gift Card Purchases, and Provider is responsible for refunds and disputes relating to Gift Card Purchases.

c. Payment Split and Processing Fees. Each order is split through Stripe Connect at the time of the Transaction. Merchant's portion of the order — the price of Merchant's goods or services plus any tax on them, less Merchant's share of the processing fee under this Section — is directed to Merchant's Stripe account, and the Customer-Side Platform Fee is directed to Provider. Provider does not receive or hold Merchant's portion. Stripe pays out Merchant's funds on its payout schedule, subject to the Stripe Terms and any holds or reserves Stripe applies. Amounts paid by gift card redemption are settled under Section 5(d). Stripe charges one payment processing fee for each order, and Provider passes that fee through to the merchants in the order at cost, without markup: each merchant's share is allocated in proportion to its portion of the order total, and Provider bears the portion attributable to the Customer-Side Platform Fee, so that the total allocated to merchants never exceeds the fee Stripe actually charges. Merchant's processing cost is therefore effectively the same as it would be if Merchant processed its portion of the sale through its own Stripe account.

d. Gift Card Redemptions. As issuer of Xenia gift cards and merchant of record for Gift Card Purchases, Provider holds gift card funds and settles gift card redemptions separately with Merchant, less the Gift Card Program Fee under Section 3(d), at Provider's election, through Stripe Treasury or by ACH through Provider's ACH settlement service, on the following schedule:

i. Every Tuesday: all accrued gift card redemptions from 12:00 AM Friday through 11:59 PM Monday are settled; and

ii. Every Friday: gift card redemptions from 12:00 AM Tuesday through 11:59 PM Thursday are settled only if the balance accrued during that period exceeds $50.00. If that balance is $50.00 or less, it is not settled on Friday and instead carries forward to the following Tuesday settlement. Settlement dates falling on a holiday are processed on the next business day.

e. Transaction Summary. Provider will provide Merchant with a weekly transaction summary itemizing Merchant's Transactions processed through the Cloud Service during the applicable period, Merchant's portion of each order, processing fees allocated to Merchant, platform fees collected, refunded, or reversed, and gift card redemptions settled and Gift Card Program Fees deducted.

f. Settlement Disputes. Merchant must notify Provider in writing within fifteen (15) business days of receipt of a transaction summary if Merchant believes its portion of an order, a gift card settlement amount, a processing fee allocation, a Gift Card Program Fee, or any platform fee collection, refund, or reversal, is incorrect. Provider will investigate and respond within five (5) business days of receiving a dispute notice. Amounts not disputed within fifteen (15) business days shall be deemed accepted. Payout timing from Merchant's Stripe account to Merchant's bank is governed by the Stripe Terms.

6. Chargebacks and Fraud

a. Allocation of Disputes. Because each order is processed as a single payment, Provider coordinates customer disputes, chargebacks, and reversals of orders and will allocate each dispute to the merchant or merchants whose goods or services are disputed or, where a dispute covers an entire multi-merchant order without identifying specific items, among the merchants in proportion to their portions of the order. As merchant of record, Merchant bears the losses and network fees for disputes allocated to it, as it would when processing sales through its own Stripe account — except that Provider bears the losses (including associated network fees) from disputes arising from failures of the checkout or payment processing systems Provider controls. Where a dispute arises from the acts or omissions of both parties, the loss will be allocated in proportion to each party's responsibility. For Gift Card Purchases, Provider as merchant of record bears dispute losses, except that Merchant bears the loss where the dispute arises from Merchant's failure to honor a gift card. Provider may recover any loss Merchant bears under this Section through Stripe (including by reversing Merchant's portion of the disputed payment), by deducting it from Merchant's next gift card settlement, or by invoicing Merchant. Platform fees on disputed Transactions are refunded or reversed as provided in Section 3(b).

b. Dispute Notice and Cooperation. Provider will notify Merchant of any dispute allocated to Merchant within three (3) business days of Provider's receipt of notice from Stripe, and will submit the dispute response to the card network using the documentation Merchant provides. Merchant will provide documentation of the underlying Transaction, fulfillment records, and communications with the customer within the timeframes Provider reasonably requires to meet network deadlines. Provider will use commercially reasonable efforts to contest disputes it reasonably believes are without merit. Merchant may object to an allocation in writing within fifteen (15) business days of Provider's notice, and the parties will resolve the objection in good faith. Each party will cooperate reasonably with the other in any dispute involving both a Gift Card Purchase and a Merchant Transaction.

c. Fraud Prevention. Merchant agrees to implement reasonable measures to prevent fraudulent Transactions. Provider reserves the right to suspend Merchant's ability to accept payments through the Cloud Service if Provider reasonably determines that Merchant's account presents an elevated fraud or chargeback risk, pending investigation and resolution.

7. Support and SLA

a. Support. Provider will provide support for the Cloud Service on a twenty-four (24) hour, seven (7) day per week basis. Provider will respond to critical support requests (platform unavailability or transaction processing failures) within two (2) hours, and to general support requests within one (1) business day.

b. SLA. Provider will use commercially reasonable efforts to make the Cloud Service available 99.9% of the time in each calendar month, excluding scheduled maintenance and downtime caused by Force Majeure Events or circumstances outside Provider's reasonable control.

c. Insurance. During the Subscription Term and for six (6) months after, Provider will carry commercial insurance policies with coverage limits that meet the following minimums: (i) worker’s compensation insurance as required by applicable Law; and (ii) cyber liability insurance with a minimum limit of at least $1,000,000.00 for each occurrence and at least $2,000,000.00 in the aggregate. Upon request, Provider will give Merchant a certificate of insurance evidencing policies that meet these minimums. Provider’s insurance policies will not be considered evidence of Provider’s liability.

d. Scheduled Maintenance. Provider will provide at least forty-eight (48) hours advance notice of scheduled maintenance reasonably expected to result in Cloud Service unavailability and will use commercially reasonable efforts to schedule maintenance during off-peak hours.

8. Warranties

a. Mutual Warranties. Each party represents and warrants that:

i. it has the legal power and authority to enter into this Agreement; and

ii. it will use industry-standard measures to avoid introducing Viruses into the Cloud Service.

b. Additional Provider Warranties. Provider warrants that:

i. the Cloud Service will perform materially as described in the Documentation and Provider will not materially decrease the overall functionality of the Cloud Service during a Subscription Term (the "Performance Warranty"); and

ii. any Professional Services will be provided in a professional and workmanlike manner (the "Professional Services Warranty").

c. Warranty Remedy. Provider will use reasonable efforts to correct a verified breach of the Performance Warranty or Professional Services Warranty reported by Merchant. If Provider fails to do so within thirty (30) days after Merchant's warranty report ("Fix Period"), either party may terminate the affected Order, and Provider will refund any pre-paid, unused fees for the terminated portion of the Subscription Term. Merchant must report a breach within thirty (30) days of discovering the issue ("Claim Period"). These procedures are Merchant's exclusive remedies and Provider's sole liability for breach of either warranty.

d. Disclaimers. Except as expressly set out in this Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. These disclaimers apply to the full extent permitted by Law.

9. Merchant Obligations and Usage Rules

a. Compliance. Merchant will (i) comply with all applicable federal, state, and local laws and regulations; (ii) provide accurate, complete, and current business information, descriptions, photos, and pricing for listing on the Cloud Service, and promptly update such information as needed; (iii) honor all reservations, purchases, and gift cards made through the Cloud Service; and (iv) as merchant of record for its Transactions, clearly disclose its refund, cancellation, and reservation policies to customers through the Cloud Service before purchase, and comply with the consumer protection, receipt, and refund Laws that apply to sellers.

b. High Risk Activities and Sensitive Data. Merchant:

i. will not use the Cloud Service for High Risk Activities;

ii. will not submit Sensitive Data to the Cloud Service; and

iii. acknowledges that the Cloud Service is not designed for use prohibited in this Section 9(b).

c. Restrictions. Merchant will not and will not permit anyone else to: (i) sell, sublicense, distribute or rent the Cloud Service (in whole or part) or use the Cloud Service to provide a hosted or managed service to others; (ii) reverse engineer, decompile or seek to access the source code of the Cloud Service; (iii) copy, modify, create derivative works of or remove proprietary notices from the Cloud Service; (iv) conduct security or vulnerability tests of the Cloud Service, interfere with its operation or circumvent its access restrictions; or (v) use the Cloud Service to develop a competing product.

d. Notification of Security Incidents. Merchant will promptly notify Provider of any suspected unauthorized access to Merchant's Cloud Service account or any known security incident affecting Transactions.

10. Data

a. Use of Merchant Data. Provider will access and use Merchant Data to provide, maintain, and improve the Cloud Service under this Agreement and as otherwise expressly permitted in this Section 10. Provider will not disclose Merchant Data to third parties except as permitted in this Agreement.

b. Security. Provider will use commercially reasonable administrative, technical, and physical safeguards designed to protect Merchant data against unauthorized access, use, or disclosure.

c. Usage Data. Provider may collect Usage Data and use it to operate, improve, and support the Cloud Service and for other lawful business purposes, including benchmarking and reporting. Provider will not disclose Usage Data externally unless it is (i) deidentified so that it does not identify Merchant, its customers, or any other person and (ii) aggregated with data across other merchants.

d. Aggregated Data. Provider may create Aggregated Data from Merchant Data, Transaction data, and Usage Data, and may use, reproduce, publish, license, distribute, and sell Aggregated Data for any lawful business purpose, including analytics products, market research, and reporting furnished to third parties such as government agencies, tourism and economic development organizations, and enterprise customers. Provider owns all Aggregated Data. In creating and disclosing Aggregated Data, Provider will: (i) deidentify data in accordance with applicable Law and recognized industry standards; (ii) not attempt to re-identify any individual or merchant, and will contractually require recipients of Aggregated Data not to attempt re-identification; (iii) not disclose Aggregated Data in any form that reveals the identity, sales volume, revenue, pricing, or performance of any individual merchant; (iv) apply a minimum aggregation threshold so that no disclosed data point is derived from fewer than five (5) merchants; and (v) remain responsible for its own compliance with applicable Law in connection with any sale or licensing of Aggregated Data. Provider will not sell Personal Data. Notwithstanding Section 15 (Confidentiality) and the definition of Confidential Information, Aggregated Data and Usage Data are not Merchant’s Confidential Information.

e. Model Training and Product Development. Provider may use Merchant Data, Transaction data, and Usage Data to develop, train, test, tune, evaluate, and improve Provider’s models, algorithms, features, and services, including the artificial intelligence features of the Cloud Service. Provider will not use Merchant Data in any manner that would disclose Merchant Data or Personal Data to another customer or to any third party, and outputs generated by such models and made available to third parties will not contain Merchant Data or Personal Data. Provider owns all models, algorithms, and improvements developed under this Section.

f. AI Data Rights and Licensed Access. Provider may crawl, index, compile, and use business catalog, product, service, pricing, and location data, including data relating to businesses that are not Merchants (“Business Data”), together with the outputs, answers, and results generated by the Cloud Service’s artificial intelligence features (collectively, “AI Outputs”), to operate, improve, and monetize the Cloud Service, including its AI-powered discovery features. Provider reserves all rights in the compiled Business Data, the AI Outputs, and the associated indices and models. For clarity, Merchant retains all rights in the original data it provides, and nothing in this Section restricts Merchant’s use of its own data, including with its own artificial intelligence tools; this Section governs Provider’s compiled Business Data and AI Outputs. Except for a limited preview layer that Provider may make publicly discoverable (for example, an indication that responsive data exists), no person or entity may access, extract, scrape, harvest, ingest, or use Provider’s Business Data or AI Outputs — in whole or in part, and whether by automated means or otherwise — to train, fine-tune, ground, retrieve-augment, or otherwise operate any third-party artificial intelligence or machine-learning system, except under a separate written license from Provider. Provider may offer such access on commercial terms through a licensed interface. Any access to Provider’s Business Data or AI Outputs beyond the preview layer without a valid license from Provider is unauthorized. This Section does not limit Merchant’s ordinary use of the Cloud Service for its own business or an end user’s ordinary personal use of the discovery features.

g. Privacy and Data Protection. Each party will comply with the data protection and privacy Laws applicable to it in connection with the processing of Personal Data under this Agreement. The parties will adhere to any Data Protection Addendum identified on the Cover Page. Merchant is responsible for providing any notices to, and obtaining any consents from, its own customers required in connection with Merchant's collection and use of their data, including customer data Merchant receives as merchant of record for its Transactions. Provider maintains a publicly available privacy notice describing its collection and use of consumer data through the Cloud Service.

h. Data Ownership. Merchant retains ownership of Merchant Data. Provider retains ownership of all Cloud Service technology and systems, Usage Data, Aggregated Data, and the models, algorithms, and improvements developed under Section 10(e).

i. Data Export and Deletion. Upon termination or expiration of this Agreement, Provider will provide Merchant with an export of its transaction data within thirty (30) days of Merchant's written request. Within sixty (60) days of termination, Provider will delete Merchant data except as required by its standard backup or record retention policies or by Law.

11. Suspension

a. Suspension. Provider may suspend Merchant's access to the Cloud Service and related services due to a Suspension Event, but where practicable will give Merchant prior notice so that Merchant may seek to resolve the issue and avoid suspension. Provider is not required to give prior notice in exigent circumstances or for a suspension made to avoid material harm or violation of Law. Once the Suspension Event is resolved, Provider will promptly restore Merchant's access.

b. Suspension Event. “Suspension Event” means

i. Merchant's account is thirty (30) or more days overdue.

ii. Merchant is in breach of Section 9 (Merchant Obligations and Usage Rules).

iii. Merchant's chargeback rate exceeds levels deemed acceptable by Provider's payment processor, or

iv. Merchant's use of the Cloud Service risks material harm to the Cloud Service or others, or

v. Merchant extracts or transmits Provider’s Business Data or AI Outputs to any third-party artificial intelligence or machine-learning system in violation of Section 10 (for the avoidance of doubt, this does not include Merchant’s use of its own data).

12. Term and Termination

a. Termination for Convenience. Either party may terminate this Agreement at the end of the Initial Subscription Term or any renewal period by providing at least thirty (30) days prior written notice. In addition, Merchant may terminate this Agreement for convenience at any time upon thirty (30) days prior written notice to Provider, in which case Provider will complete any outstanding gift card settlements and provide a final transaction summary in accordance with Section 12(c).

b. Termination for Cause. Either party may terminate this Agreement (including all Subscription Terms) if the other party (i) fails to cure a material breach within thirty (30) days after written notice, (ii) ceases operation without a successor, or (iii) seeks protection under bankruptcy, receivership, or comparable proceeding, or such a proceeding is instituted against that party and not dismissed within sixty (60) days. Provider may terminate immediately upon written notice if Merchant engages in fraudulent activity, submits false information, or materially misuses the Cloud Service.

c. Effect of Termination. Upon termination or expiration, Provider will complete any outstanding gift card settlements within the next applicable settlement cycle, process any platform fee refunds or reversals owed under Section 3(b), and provide a final transaction summary. Merchant's right to use the Cloud Service will cease. Sections 3(b) (as to platform fee refunds and reversals), 3(h), 3(i), 6, 10(c), 10(d), 10(e), 10(f), 10(i), 13, 14, 15, 16, 17, 18, 20, and 21 survive termination or expiration.

13. Intellectual Property

a. Reserved Rights. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Provider's express rights in this Agreement, Merchant retains all intellectual property and other rights in its trademarks, content, and customer data. Except for Merchant's express rights in this Agreement, Provider and its licensors retain all intellectual property and other rights in the Cloud Service and related technology. Without limiting the foregoing, Provider expressly reserves all rights to crawl, index, and use Business Data and AI Outputs (as defined in Section 10) for artificial intelligence and machine-learning purposes, and no such rights are granted to Merchant or any third party except under a separate written license from Provider. This does not restrict Merchant’s use of its own data.

b. License to Merchant Content. Merchant grants Provider a non-exclusive, royalty-free license to display, reproduce, and distribute its content on the Cloud Service solely during the term of this Agreement and solely for the purpose of operating the Cloud Service.

c. Feedback. If Merchant gives Provider feedback regarding improvement or operation of the Cloud Service, Provider may use the feedback without restriction or obligation. All feedback is provided "AS IS" and Provider will not publicly identify Merchant as the source without Merchant's permission.

14. Third-Party Platforms

Merchant may choose to enable integrations or exchange data with Third-Party Platforms. Merchant's use of a Third-Party Platform is governed by its agreement with the relevant provider, not this Agreement, and Provider is not responsible for Third-Party Platforms or how their providers use Merchant data.

15. Confidentiality

a. Obligations. Each party agrees to keep confidential any Confidential Information disclosed by the other party in connection with this Agreement and to use such Confidential Information only for purposes of performing under this Agreement. Each party will protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

b. Exceptions. Confidential Information does not include information that: (i) is or becomes publicly known through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

c. Required Disclosures. If legally required to disclose Confidential Information, the receiving party will (where permitted by Law) promptly notify the disclosing party to allow it to seek a protective order and will cooperate reasonably with such efforts.

d. Survival. Confidentiality obligations survive termination of this Agreement for two (2) years.

16. Limitations of Liability

a. General Cap. Each party's entire liability arising out of or related to this Agreement will not exceed the General Cap.

b. Consequential Damages Waiver. Neither party will have any liability arising out of or related to this Agreement for indirect, special, incidental, reliance or consequential damages or damages for loss of use, lost profits or interruption of business, even if informed of their possibility in advance.

c. Exceptions and Enhanced Cap. Sections 16(a) and 16(b) will not apply to Enhanced Claims or Uncapped Claims. For all Enhanced Claims, each party's entire liability will not exceed the Enhanced Cap.

d. Nature of Claims. The waivers and limitations in this Section 16 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy fails of its essential purpose.

e. Liability Definitions. The following definitions apply unless modified on the Cover Page.

"Enhanced Cap" means three times (3x) the General Cap.

"Enhanced Claims" means Provider's breach of Section 10(b) (Security) or either party's breach of any Data Protection Addendum adhered to under Section 10(g) (Privacy and Data Protection).

"General Cap" means the greater of: (i) $10,000; or (ii) amounts paid or payable by Merchant to Provider under this Agreement in the twelve (12) months immediately preceding the first incident giving rise to liability.

"Uncapped Claims" means (i) the indemnifying party's obligations under Section 17 (Indemnification), (ii) either party's infringement or misappropriation of the other party's intellectual property rights, (iii) either party's dispute liability under Section 6(a), (iv) any breach of Section 15 (Confidentiality) other than breaches related to Merchant Data, and (v) liabilities that cannot be limited by Law.

17. Indemnification

a. Indemnification by Provider. Provider, at its own cost, will defend Merchant from and against any Provider-Covered Claims and will indemnify and hold harmless Merchant from and against any damages or costs awarded against Merchant (including reasonable attorneys' fees) or agreed in settlement by Provider resulting from Provider-Covered Claims.

b. Indemnification by Merchant. Merchant, at its own cost, will defend Provider from and against any Merchant-Covered Claims and will indemnify and hold harmless Provider from and against any damages or costs awarded against Provider (including reasonable attorneys' fees) or agreed in settlement by Merchant resulting from Merchant-Covered Claims.

c. Indemnification Definitions.

"Merchant-Covered Claim" means a third-party claim arising from Merchant's breach or alleged breach of Section 9(a) (Compliance) or Section 9(b) (High Risk Activities and Sensitive Data).

"Provider-Covered Claim" means a third-party claim that the Cloud Service, when used by Merchant as authorized in this Agreement, infringes or misappropriates a third party's intellectual property rights.

d. Procedures. The indemnifying party's obligations are subject to receiving from the indemnified party: (i) prompt notice of the claim, (ii) the exclusive right to control the claim's investigation, defense and settlement, and (iii) reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim requiring the indemnified party to admit fault without the indemnified party's prior approval. The indemnified party may participate with its own counsel at its own expense.

e. Mitigation. In response to an infringement or misappropriation claim, Provider may: (i) procure rights for Merchant's continued use of the Cloud Service, (ii) replace or modify the allegedly infringing portion without reducing overall functionality, or (iii) terminate the affected Order and refund any pre-paid, unused fees for the terminated portion of the Subscription Term.

18. Dispute Resolution

a. Informal Resolution. Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for thirty (30) days following written notice from either party describing the dispute.

b. Governing Law and Venue. This Agreement is governed by the laws of the State of New York, without regard to its conflict of law principles. Any dispute not resolved informally shall be submitted to a court of competent jurisdiction in New York County, New York, and each party consents to such jurisdiction.

19. Force Majeure

Neither party is liable for a delay or failure to perform this Agreement due to a Force Majeure Event. If a Force Majeure Event materially adversely affects the Cloud Service for fifteen (15) or more consecutive days, either party may terminate the affected Order upon notice and Provider will refund any pre-paid, unused fees for the terminated portion of the Subscription Term. This Section does not limit Merchant's obligation to pay fees already owed.

20. General Terms

a. Entire Agreement. This Agreement, together with all applicable Cover Pages and Orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.

b. Amendments — Material Changes. Any amendment to these terms that materially affects Merchant's rights or obligations requires a written instrument signed by both parties or a new Cover Page.

c. Amendments — Operational Changes. With notice to Merchant, Provider may modify support policies, SLA, or security measures to reflect new features or changing practices, but modifications may not be retroactive or materially decrease Provider's overall obligations during a Subscription Term.

d. Updates to these Terms. Provider may update these Terms from time to time. The current version will always be available at https://yo-do.com/legal/xenia-cloud-terms, identified by version number and "last updated" date. Material changes to these Terms are governed by Section 20(b) and require a written instrument signed by both parties or a new Cover Page; for material changes affecting an active Subscription Term, Provider will provide thirty (30) days prior notice to Merchant. Non-material updates take effect upon posting, and Merchant’s continued use of the Cloud Service after such non-material update takes effect constitutes acceptance of the updated Terms. The version in effect for a given Merchant is the version incorporated by that Merchant’s executed Cover Page, as amended in accordance with these Terms. For merchants enrolling after an update, the version posted at the time of enrollment governs.

e. Order of Precedence. In the event of a conflict between these Xenia by Yo-Do Software Corp. Cloud Terms and a Cover Page or Order, the Cover Page or Order controls with respect to that specific engagement. An Order does not modify any other part of the Agreement unless it specifically identifies the provisions it supersedes.

f. Waivers and Severability. Waivers must be signed by the waiving party's authorized representative and cannot be implied from conduct. If any provision is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of the Agreement remains in effect.

g. Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets upon written notice to Merchant.

h. Subcontractors. Provider may use subcontractors and permit them to exercise its rights and fulfill its obligations, but Provider remains responsible for their compliance with this Agreement and for its overall performance.

i. Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.

j. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

k. Notices. All notices must be in writing and delivered by email with confirmation of receipt, overnight courier, or certified mail to the addresses set forth on the Cover Page.

l. Counterparts. This Agreement may be executed in counterparts, each deemed an original. Electronic signatures are valid and binding.

m. Export. Each party will comply with all export and import Laws in performing this Agreement and represents that it is not listed on any U.S. government list of prohibited parties or located in a country subject to a U.S. government embargo.

21. Definitions

"Agreement" has the meaning given in Section 1 (The Agreement).

"Aggregated Data" means data and insights derived from Merchant Data, Transaction data, or Usage Data that Provider has deidentified and aggregated across multiple merchants so that it does not identify, and cannot reasonably be used to identify, Merchant, any individual merchant, any consumer, or any other natural person.

"Business Data" means business catalog, product, service, pricing, and location data compiled by Provider, including data relating to businesses that are not Merchants. Where Business Data is also Merchant Data, both this term and the provisions governing Merchant Data apply.

"AI Outputs" means the outputs, answers, and results generated by the Cloud Service’s artificial intelligence features, as further described in Section 10.

"Cloud Service" means Provider's proprietary Xenia cloud-based platform, as identified in the relevant Order and as modified from time to time. The Cloud Service includes the Provider Software and Documentation but not Professional Services deliverables or Third-Party Platforms.

"Confidential Information" means information disclosed by or on behalf of one party (as discloser) to the other party (as recipient) under this Agreement, in any form, which (a) the discloser identifies as "confidential" or "proprietary" or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Provider's Confidential Information includes technical or performance information about the Cloud Service, and Merchant's Confidential Information includes Merchant Data.

"Cover Page" means a Xenia by Yo-Do Software Corp. cover page or Order Form that (a) incorporates these Cloud Service Terms by reference, (b) specifies Key Terms and any Additional Terms, and (c) is signed by Merchant and accepted by Provider by countersignature or by providing access to the Cloud Service.

"Documentation" means Provider's standard usage documentation for the Cloud Service.

"Enhanced Cap" is defined in Section 16(e).

"Enhanced Claims" is defined in Section 16(e).

"Force Majeure Event" means an unforeseen event beyond a party's reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, third-party internet or utility failure, refusal of government license, or natural disaster, where the affected party takes reasonable and customary measures to avoid or mitigate such event's effects.

"General Cap" is defined in Section 16(e).

"High Risk Activities" means activities where use or failure of the Cloud Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control.

"Key Terms" means Effective Date, Governing Law, Subscription Term, fee structure, and other terms specified by the parties as "Key Terms" on the Cover Page.

"Laws" means all laws, regulations, rules, court orders, or other binding requirements of a government authority that apply to a party.

"Merchant" means the party identified as "Merchant" on the Cover Page.

"Merchant Data" means any data, content, or materials that Merchant or its personnel submit to or generate in Merchant’s Cloud Service account, together with records of Transactions processed through the Cloud Service on Merchant’s behalf, including business, catalog, pricing, and customer transaction data.

"Gift Card Program Fee" is defined in Section 3(d).

"Gift Card Purchase" means the purchase of a Xenia gift card through the Cloud Service. Provider is the issuer and merchant of record for Gift Card Purchases.

"Merchant-Covered Claim" is defined in Section 17(c).

"Order" means an order for Merchant's access to the Cloud Service or related services that is executed by the parties and references this Agreement.

"Personal Data" means Merchant Data relating to an identified or identifiable natural person.

"Professional Services" means training, migration, or other professional services that Provider furnishes to Merchant related to the Cloud Service.

"Provider" means Yo-Do Software Corp., a corporation organized under the laws of the State of New York.

"Provider-Covered Claim" is defined in Section 17(c).

"Sensitive Data" means (a) patient, medical or other protected health information regulated by HIPAA, (b) credit, debit, bank account or other financial account numbers, (c) social security numbers, driver's license numbers or other government ID numbers, and (d) special categories of data enumerated in EU Regulation 2016/679, Article 9(1) or any successor legislation.

"Subscription Term" means the term for Merchant's use of the Cloud Service as identified on the Cover Page or in an Order.

"Suspension Event" is defined in Section 11.

"Third-Party Platform" means any product, add-on or platform not provided by Provider that Merchant uses with the Cloud Service.

"Transaction" means any sale, reservation, or payment for Merchant's goods or services processed through the Cloud Service, including one paid in whole or in part by gift card redemption. A Gift Card Purchase is not a Transaction.

"Uncapped Claims" is defined in Section 16(e).

"Usage Data" means Provider's technical logs, data and learnings about Merchant's use of the Cloud Service, excluding Merchant Data.

"Virus" means viruses, malicious code, or similar harmful materials.