Terms & Conditions

Restaurant Listing Agreement

Project Main Street, LLC

WHEREAS, Company operates a restaurant discovery platform dedicated exclusively to independently owned restaurants free from private equity and outside investor ownership;

WHEREAS, Restaurant desires to participate in the Platform and acknowledges the eligibility criteria are fundamental to the mission and value of the Platform;

NOW, THEREFORE, in consideration of the mutual covenants below, the Parties agree as follows.

This Restaurant Listing Agreement (this “Agreement”) is entered into as of the date Restaurant accepts it electronically through the Sharewood Eats sign-up flow (the “Effective Date”) by and between:

• Project Main Street, LLC, a Texas limited liability company, with offices at 220 Beauregard, Unit 1, San Antonio, TX 78240 (“Company”), and
• the restaurant business that accepts this Agreement (“Restaurant”). Restaurant’s legal name, entity type, business address, and notice email are the values Restaurant supplies in its account profile during onboarding, which are incorporated into this Agreement by reference and which Restaurant must keep current.

Company and Restaurant are each a “Party” and together the “Parties.”

1. Purpose; Platform

1.1 Purpose. Company operates a mobile and/or web application and related services that allow restaurants to create and manage a listing that appears on an in-app map and related directory/search features (the “Platform”). Restaurant wants to appear on the Platform and manage its own listing.

1.2 Nature of Service. The Platform is a hosting and publishing service for restaurant-provided content and Company-provided mapping and discovery features. Company does not provide delivery services, reservation services, payment processing (unless separately enabled), or marketing agency services unless expressly agreed in writing.

1.3 No Exclusivity. Unless the Parties sign a separate written addendum, this Agreement is non-exclusive. Restaurant shall not represent to third parties that it has an exclusive or preferred relationship with Company. Company reserves the right to list competing restaurants in the same geographic area, cuisine type, or category without restriction.

2. Eligibility: Privately Owned, No Outside Investors

2.1 Eligibility Requirement (Condition and Ongoing Covenant). Restaurant represents, warrants, and covenants on an ongoing basis that it is and will remain an Eligible Restaurant, meaning:

• Restaurant is privately owned and operated by no more than five (5) natural-person owners, each of whom is actively involved in day-to-day operations;
• Restaurant has no private equity investment (directly or indirectly);
• Restaurant has no outside investors of any kind (including venture capital, institutional investors, family office investments, strategic corporate investments, minority investors, angel investors, or any third-party equity or profit-participation arrangement), whether through equity, SAFEs, convertible notes, warrants, profit interests, revenue participation, or any similar instrument; and
• Restaurant is not controlled by, affiliated with, or operated as part of a chain, franchise system, or brand group that is financed by private equity or outside investors.

2.2 Control and Indirect Investment. For purposes of Section 2.1, an investment is considered present if any Person other than the Restaurant’s natural-person founders/owners holds any ownership interest, option, right to acquire ownership, or contractual right to participate in profits, cash flow, or business value, whether directly or indirectly through holding companies, management companies, or related entities.

2.3 Immediate Ineligibility Events. The following events will make Restaurant ineligible immediately upon occurrence: (a) closing any financing involving any outside investor; (b) issuing any equity or equity-linked instrument to any outside investor; (c) selling a material ownership interest to any outside investor; (d) entering into any arrangement that grants an outside investor profit participation or economic rights; or (e) becoming part of a private equity–backed or investor-backed group.

2.4 Notice of Change. Restaurant will provide written notice to Company within 3 business days of any actual or proposed change that could affect eligibility, including any contemplated financing, issuance, sale, or restructuring that could introduce an outside investor or private equity involvement. The obligation to notify applies regardless of whether the change has been finalized or is only under active consideration.

2.5 Verification and Audit Rights. Company may verify eligibility at onboarding and at any time thereafter. Restaurant will promptly provide reasonable documentation upon request, including (as applicable): cap table, ownership attestations, organizational chart, shareholder/member register, financing documents, SAFE/convertible note documents, franchise agreements, management agreements, and tax forms. Company may require an officer/owner certification in a form Company provides.

2.6 Remedies for Ineligibility or Misrepresentation. If Company determines, in its reasonable discretion, that Restaurant is not eligible or has breached Section 2, then Company may immediately (a) reject onboarding, (b) suspend or remove Restaurant’s listing and related content, (c) terminate this Agreement under Section 13, and/or (d) pursue any other remedies available at law or equity. Restaurant acknowledges Company will suffer harm that may not be fully compensable by money damages and Company may seek injunctive relief.

2.6A Liquidated Damages. In the event Restaurant is found to have misrepresented its eligibility status, Restaurant shall pay Company a liquidated damages amount of $500 per month that Restaurant was listed while ineligible, which the Parties agree represents a reasonable estimate of harm to Company’s brand integrity and is not a penalty.

2.7 Annual Re-Certification. Restaurant shall renew the Eligibility Certification (Exhibit B) through the Platform on or before each anniversary of the Effective Date. Failure to provide the updated certification within 15 days of request shall constitute a material breach and grounds for immediate suspension.

3. Onboarding; Account Administration

3.1 Account Creation. Restaurant will create an administrative account via the Platform and will designate one or more authorized users (each an “Admin User”) responsible for managing the listing.

3.2 Authority. Restaurant represents that each Admin User has authority to bind Restaurant regarding listing content, permissions, and communications.

3.3 Credentials and Security. Restaurant is responsible for maintaining confidentiality of login credentials, enabling available security features (including multi-factor authentication if offered), and promptly notifying Company of suspected unauthorized access.

3.4 Account Responsibility. Restaurant is responsible for all activity occurring under its account, whether authorized or not, except to the extent caused by Company’s breach of this Agreement.

4. Restaurant Listing Content; Submission; Light-Touch Review

4.1 Restaurant Content. Restaurant will provide and maintain accurate, current information for its listing, including business name, address, map pin/location, phone number, website, email, hours, menus, photos, cuisine categories, accessibility information, pricing indicators, specials/promotions, and other details (collectively, “Restaurant Content”).

4.2 Accuracy and Updates (Restaurant Obligations). Restaurant shall update hours, closures, and safety-related information within 24 hours of any change. Failure to maintain accurate information after written notice from Company shall constitute a material breach. Restaurant shall not post specials or promotions that have expired or are no longer available, and shall not use the Platform to advertise menu items that are permanently discontinued. In addition, and without reservation, Restaurant shall:

• keep all Restaurant Content accurate, not misleading, and current;
• update hours promptly for holidays, temporary closures, and special events;
• ensure menu items/prices (if displayed) and promotions are accurate and include any material restrictions (time windows, availability, exclusions);
• remove expired promotions immediately upon expiration; and
• ensure that any claims (e.g., “organic,” “gluten-free,” “halal,” “kosher,” “vegan,” “nut-free”) are accurate and substantiated.

4.3 Content Submission Mechanics. Restaurant will submit Restaurant Content through the Platform tools. Company may also ingest limited business listing data from third-party sources to prefill fields, but Restaurant remains responsible for verifying and correcting any content displayed for Restaurant.

4.4 Company Review and Approval (Light-Touch). Company may, but is not required to, review Restaurant Content for compliance with this Agreement and the App Terms and Conditions. Company may approve, reject, request changes, or remove content at any time. Company’s review is “light-touch” and does not relieve Restaurant of responsibility for accuracy, legality, or compliance. Company may approve or reject submitted content within its sole discretion and on any timeline without liability to Restaurant. Company’s election not to review or remove any particular content shall not be construed as approval or endorsement of that content, and shall not constitute a waiver of Company’s right to later remove such content.

4.5 Listing Placement and Display. Company controls the organization, ranking, and display of listings and search results. Company does not guarantee that Restaurant will appear in any particular position, category, map zoom level, search result, or that the listing will be displayed at all times. Company reserves the right to deprioritize, demote, or remove any listing from featured placement, search results, or map views for any reason, including low engagement, content quality, or operational changes, without notice or liability. Premium or featured placement, if offered, will be governed by a separate paid order form and is not guaranteed by this Agreement.

4.6 Service Changes. Company may modify the Platform features, formats, and requirements from time to time. If a change materially reduces core listing functionality, Company will use commercially reasonable efforts to provide advance notice (except for urgent security, legal, or operational changes).

4.7 Minimum Activity Requirements. Restaurant shall log in and verify its listing information at least once every 180 days. Listings that have not been actively maintained or verified for more than 180 days may be flagged as “unverified” or removed from active search results at Company’s discretion.

5. Content Standards; Prohibited Content

5.1 General Standards. Restaurant Content must be truthful, accurate, and not misleading. Restaurant will not submit content that:

• infringes or misappropriates any intellectual property, privacy, publicity, or other rights;
• contains deceptive, unfair, or unlawful advertising (including bait-and-switch);
• includes hate speech, harassment, threats, discriminatory content, or content that promotes violence;
• includes obscene or pornographic content;
• includes malware, phishing, or other harmful code;
• violates any platform policies, app store policies, or applicable law; or
• includes health claims or nutrition claims that are unsubstantiated or unlawful.

5.2 Reviews. Restaurant shall not, directly or indirectly, solicit, incentivize, post, or facilitate fake, purchased, or incentivized reviews or ratings on the Platform, nor shall Restaurant discourage or attempt to suppress genuine negative reviews. Violation of this subsection shall constitute grounds for immediate termination.

5.3 Promotions and Pricing Standards. Promotions must clearly disclose material terms (duration, limits, conditions). Restaurant will comply with all laws governing advertising, pricing, and promotions, including any requirements regarding disclosures, coupons, alcohol promotions, and gift card rules.

5.4 Third-Party Rights. Restaurant will not upload photos, logos, menu items, or music it does not own or have permission to use.

5.5 Right to Remove. Company may remove or disable access to any Restaurant Content at any time in its reasonable discretion, including for policy, legal, reputational, or technical reasons.

6. Intellectual Property; Licenses; Listing Data

6.1 Company IP. Company and its licensors own all right, title, and interest in and to the Platform, including software, design, user interface, maps integration, databases (excluding Restaurant Content), trademarks, and related IP (collectively, “Company IP”). No rights are granted except as expressly stated in this Agreement.

6.2 Restaurant IP. Restaurant retains ownership of its trademarks, logos, trade dress, menus, photos, and other content it provides (to the extent it owns them) (“Restaurant IP”).

6.3 License to Company. Restaurant grants Company a worldwide, non-exclusive, royalty-free, transferable (including to affiliates and service providers), sublicensable license during the Term and for any post-termination wind-down period described in Section 13.6 to host, store, reproduce, modify (for formatting and technical purposes only), display, publish, distribute, and otherwise use Restaurant Content and Restaurant IP:

• to operate, provide, maintain, and improve the Platform;
• to display Restaurant’s listing and enable discovery via search, maps, and categories;
• to promote the Platform and Restaurant’s listing in Company marketing channels, subject to Section 9 (Marketing Permissions);
• to create and use aggregated and de-identified analytics and insights (Section 6.6); and
• to use Restaurant Content for training, improving, and validating machine learning and artificial intelligence models used in connection with the Platform, provided such use does not identify Restaurant by name in any published model output.

6.4 Moral Rights Waiver (To the Extent Permitted). To the extent permitted by applicable law, Restaurant waives and will cause its contributors to waive any moral rights in Restaurant Content, and agrees not to assert them against Company or its sublicensees.

6.5 Listing Page and Compilation Rights. Company owns the selection, coordination, arrangement, look-and-feel, and compilation of listings and non-Restaurant content on the Platform. Company may create a listing page structure that includes Restaurant Content alongside other information (e.g., map pins, categories, user reviews, metadata).

6.6 Analytics and Aggregated Data. Company may collect and use usage, performance, and engagement data, including impressions, clicks, and interactions. Company may use such data to generate aggregated and de-identified insights and benchmarks, which Company may use and commercialize without restriction. Restaurant acknowledges that all aggregated, de-identified data derived from Platform usage is the sole property of Company and may be sold, licensed, or otherwise commercialized by Company without restriction or obligation to Restaurant. Restaurant shall have no claim to any revenues derived from such data.

6.7 Feedback. If Restaurant provides suggestions or feedback, Restaurant grants Company a perpetual, irrevocable, worldwide, royalty-free right to use it without obligation.

7. User-Generated Content (Reviews, Photos, Comments)

7.1 UGC. The Platform may allow end users to post reviews, ratings, photos, and comments (“UGC”). Company does not control UGC and is not responsible for it, but may moderate, remove, or disable UGC in its discretion.

7.2 Restaurant Responses. If Restaurant responds to UGC, Restaurant will do so professionally and in compliance with applicable law and the App Terms and Conditions. Restaurant will not disclose personal information about any user.

7.3 Dispute Handling. Company may provide tools to report UGC. Company may remove UGC for policy, legal, or quality reasons but is not obligated to do so.

8. Compliance; Taxes; Alcohol; Health and Safety

8.1 Legal Compliance. Restaurant will comply with all applicable federal, state, and local laws, regulations, and ordinances, including those relating to: business licensing and food safety/health codes; advertising, promotions, and consumer protection; accessibility (including ADA where applicable); privacy and data protection for any data Restaurant collects; and alcohol service and promotion (including age gating and restrictions), if Restaurant advertises alcohol.

8.2 Taxes. Restaurant is solely responsible for determining and remitting any taxes applicable to its operations, promotions, pricing, and any transactions that occur off-Platform or through Restaurant’s own systems. If Company offers paid features under this Agreement, tax handling will follow Section 11.

8.3 No Medical or Dietary Advice. Restaurant will not provide misleading health or dietary claims. Any allergen or dietary labeling is Restaurant’s responsibility and must include appropriate disclaimers where required.

8.4 Representations Regarding Food Safety and Health Compliance. Restaurant represents and warrants that it holds all required licenses and permits to operate and that it is in compliance with all applicable health, safety, and food handling regulations. Restaurant shall notify Company immediately if it receives a health department shutdown notice, significant sanitary violation (Grade C or below, or equivalent), or is the subject of a food safety investigation. Company may suspend or remove Restaurant’s listing upon receipt of such notice.

9. Marketing Permissions

9.1 Permission. Unless Restaurant opts out through Platform settings or written notice, Restaurant authorizes Company to use Restaurant’s name, trademarks, and listing screenshots to promote the Platform and Restaurant’s listing in Company marketing materials (digital, social, email, and app store). Company will not imply Restaurant endorsement of Company beyond being a listed participant.

9.2 Opt-Out. Restaurant may opt out of Section 9.1 by toggling settings in the Platform (if available) or sending notice under Section 15. Opt-out will apply prospectively after reasonable processing time.

10. Confidentiality

10.1 Confidential Information. “Confidential Information” means non-public information disclosed by one Party to the other that is marked confidential or that a reasonable person should understand is confidential, including product roadmaps, technical information, security practices, pricing (if applicable), and non-public business information.

10.2 Obligations. The receiving Party will: use Confidential Information only to perform under this Agreement; protect it using reasonable care (no less than the care used to protect its own similar information); and not disclose it except to its employees, contractors, and advisors who need to know and are bound by confidentiality obligations at least as protective.

10.3 Exclusions. Confidential Information does not include information that is: (a) public through no fault of the receiving Party; (b) lawfully received from a third party without breach of duty; (c) independently developed without use of the disclosing Party’s Confidential Information; or (d) approved for release in writing.

10.4 Compelled Disclosure. If compelled by law to disclose Confidential Information, the receiving Party will (to the extent legally permitted) provide prompt notice and reasonably cooperate with efforts to limit disclosure.

10.5 Return/Destruction. Upon termination and upon request, the receiving Party will return or destroy Confidential Information, except it may retain copies as required for legal/compliance or automatic archival, subject to ongoing confidentiality.

10.6 Survival. Confidentiality obligations will survive for 3 years after termination, and for trade secrets, for so long as they remain trade secrets under applicable law.

11. Fees; Payment; Plan Terms

11.1 Plans. Restaurant’s plan is: Free. There is no fee to claim a restaurant, publish a listing, or keep that listing live on the Platform.

11.2 Free Plan. Because Restaurant is on the free plan, Company may offer optional paid features (e.g., enhanced placement, featured badges, advanced analytics, additional photos, promotional modules) under separate in-app purchase, order form, or subscription terms. Restaurant is never charged for an optional paid feature unless Restaurant affirmatively purchases it.

11.3 Paid Features. If Restaurant purchases paid features, the following apply unless an order form states otherwise:

• Fees: the price displayed at the time of purchase
• Billing Frequency: as stated at the time of purchase (monthly, annual, or one-time)
• Payment Method: credit card or in-app purchase
• Late Payments: amounts overdue by more than 10 days accrue interest at the lesser of 1.5% per month or the maximum allowed by law
• Taxes: Fees are exclusive of taxes; Restaurant will pay applicable sales, use, VAT, GST, or similar taxes, except taxes on Company’s income

11.4 No Setoff. Restaurant will pay Fees without setoff or deduction, except as required by law.

11.5 Changes to Pricing. Company may change pricing for renewals or future purchases with prior notice of at least 30 days where required by law or app store rules.

12. Disclaimers

12.1 Platform Provided “As Is.” To the maximum extent permitted by law, the Platform is provided “as is” and “as available.” Company disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement.

12.2 No Guarantee of Traffic or Outcomes. Company does not warrant any minimum number of views, clicks, conversions, foot traffic, calls, reservations, or revenue.

12.3 Mapping/Geolocation Limitations. Map pins, geolocation, addresses, routes, and distances may be inaccurate due to third-party data, device settings, or other factors. Restaurant is responsible for confirming its displayed location is correct.

12.4 Third-Party Services. The Platform may rely on third-party services (maps APIs, hosting, analytics). Company is not responsible for third-party outages or changes.

13. Term; Suspension; Termination; Removal

13.1 Term. This Agreement starts on the Effective Date and continues until terminated under this Section 13 (the “Term”).

13.2 Suspension. Company may suspend Restaurant’s listing during any good-faith investigation into potential eligibility violations, content violations, or legal compliance issues, regardless of whether a violation is ultimately confirmed. Company’s suspension during investigation shall not constitute a breach of this Agreement and Company shall have no liability for revenue or traffic losses during such period. Company may suspend Restaurant’s account or listing immediately if Company reasonably believes there is:

• a breach of Section 2 (Eligibility) or suspected misrepresentation;
• illegal, infringing, harmful, or prohibited content;
• a security incident or suspected unauthorized access;
• risk of harm to users, Company, or the Platform; or
• non-payment of Fees (if applicable).

13.3 Termination for Convenience.

• By Restaurant: Restaurant may terminate at any time by deleting its account (if available) or by notice to Company.
• By Company: Company may terminate for convenience with 30 days’ notice for any paid plans during their term, or for any plans not requiring any recurring payment (free plans), Company may terminate upon 15 days’ notice. Upon termination for convenience by Company, Company shall have no obligation to provide a reason for termination.

13.4 Termination for Cause (Immediate). Company may terminate immediately upon notice if Restaurant:

• breaches Section 2 (Eligibility) or provides inaccurate or incomplete eligibility information;
• materially breaches Sections 4, 5, 6, 8, or 14 of this Agreement;
• infringes or misappropriates IP rights or violates law;
• engages in fraud, deceptive practices, or conduct that could harm Company’s reputation; or
• fails to pay Fees within 10 days after notice (if applicable).

13.5 Cure (If Applicable). Except for breaches involving eligibility, fraud, illegality, or IP infringement (which are not curable), Company may (but is not required to) provide a reasonable opportunity to cure within 10 days.

13.6 Effect of Termination; Listing Removal. Upon termination or suspension:

• Company may remove or disable Restaurant’s listing and Restaurant Content from the Platform;
• Company may retain Restaurant Content in backups and logs in accordance with its retention practices and applicable law;
• for a reasonable wind-down period (up to 30 days), Company may continue to display cached or previously indexed content and may continue to use Restaurant IP solely to support continuity and technical propagation; and
• Sections intended to survive will survive.

13.7 Refunds. If Restaurant prepaid for paid features, refunds (if any) will be governed by the applicable order form, in-app purchase terms, and app store policies. Unless required by law, Fees are non-refundable.

14. Indemnification

14.1 Restaurant Indemnity. Restaurant will defend, indemnify, and hold harmless Company, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Restaurant Content or Restaurant IP (including alleged infringement, defamation, or false advertising);
• Restaurant’s promotions, pricing, products, services, food safety, allergens, or operations;
• Restaurant’s breach of this Agreement, including Section 2 (Eligibility);
• any dispute between Restaurant and an end user; or
• Restaurant’s violation of law.

14.2 Company Indemnity (Limited). Company will defend and indemnify Restaurant from third-party claims alleging that the Platform (excluding Restaurant Content) infringes a valid U.S. patent, copyright, or trademark, provided Restaurant: (a) promptly notifies Company in writing; (b) grants Company sole control of defense; and (c) provides reasonable cooperation. This indemnity does not apply if the claim arises from Restaurant’s modifications, combination with third-party services, or use outside the scope of this Agreement.

14.3 Indemnification Process. The indemnified Party will: (a) promptly notify the indemnifying Party of the claim (failure to notify will not relieve obligations except to the extent prejudiced); (b) allow control of defense and settlement, provided no settlement imposes liability or admission on the indemnified Party without consent; and (c) provide reasonable cooperation at the indemnifying Party’s expense.

15. Notices

15.1 Method. Notices must be in writing and will be deemed given when: delivered by hand (upon receipt); sent by reputable overnight courier (upon delivery); sent by email (upon confirmation of transmission, excluding auto-replies), to the notice emails below; or sent through the Platform’s in-app notice system (upon posting), if enabled.

15.2 Notice Information.

• To Company: hello@projectmainstreet.com and Project Main Street, LLC, 220 Beauregard, Unit 1, San Antonio, TX 78240
• To Restaurant: the email and address on Restaurant’s account profile. Restaurant is responsible for keeping those details current.

16. Limitation of Liability

16.1 Exclusion of Damages. To the maximum extent permitted by law, neither Party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, goodwill, or business interruption arising out of or relating to this Agreement, even if advised of the possibility.

16.2 Liability Cap. To the maximum extent permitted by law, Company’s total liability arising out of or relating to this Agreement will not exceed the amounts paid by Restaurant to Company for the Platform in the 12 months before the event giving rise to the claim, or $100 if Restaurant paid no fees. In no event shall Company’s aggregate liability to Restaurant under all claims exceed the total Fees paid by Restaurant in the 12 months preceding the first incident giving rise to liability, regardless of the nature or number of claims brought. The limitation shall apply even if the limited remedy fails of its essential purpose.

16.3 Exceptions. Nothing in this Agreement limits liability for: (a) a Party’s fraud or willful misconduct; (b) Restaurant’s indemnity obligations; (c) Restaurant’s breach of Section 2 (Eligibility) (including audit/verification costs and enforcement); or (d) liability that cannot be limited under applicable law.

17. Dispute Resolution; Arbitration

17.1 Good Faith Negotiation. Before filing a claim (except for injunctive relief), the Parties will attempt in good faith to resolve disputes through executive-level negotiations for at least 30 days after written notice.

17.2 Arbitration. Any dispute not resolved under Section 17.1 shall be submitted to binding arbitration administered by JAMS (or AAA) in Austin, Texas under its then-current Commercial Arbitration Rules. Arbitration shall be conducted by a single arbitrator. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL. CLASS ACTIONS AND CLASS ARBITRATIONS ARE NOT PERMITTED. Each Party shall bear its own costs except the arbitrator may award fees to a prevailing Party in the case of frivolous claims. Judgment may be entered in any court of competent jurisdiction.

17.3 Injunctive Relief. Either Party may seek injunctive or equitable relief in court to prevent or stop unauthorized use of its IP or Confidential Information, or to enforce Section 2 (Eligibility) and content removal.

18. No Agency; Independent Contractors

18.1 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, employment, fiduciary, or agency relationship.

18.2 No Authority. Neither Party may bind the other or represent it has authority to do so.

19. Assignment; Subcontracting; Change of Control

19.1 Restaurant Assignment. Restaurant may not assign this Agreement without Company’s prior written consent. Any prohibited assignment is void.

19.2 Company Assignment. Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets.

19.3 Subcontractors. Company may use subcontractors and service providers to perform its obligations. Company shall ensure that any subcontractors or service providers who handle Restaurant data or operate components of the Platform are bound by confidentiality and data security obligations no less protective than those in this Agreement.

20. Miscellaneous

20.1 Governing Law. This Agreement is governed by the laws of the State of Texas excluding conflict of laws rules.

20.2 Venue. If any disputes arising under this Agreement are litigated, the state and federal courts located in Travis County, Texas will have exclusive jurisdiction, and each Party consents to personal jurisdiction there.

20.3 Entire Agreement. This Agreement, including Exhibit A (App Terms and Conditions), Exhibit B (Eligibility Certification), and any order forms, is the entire agreement and supersedes all prior discussions.

20.4 Order of Precedence. If there is a conflict: (a) an order form will control for paid features; then (b) this Agreement; then (c) Exhibit A, unless Exhibit A expressly states it controls.

20.5 Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remainder will remain in effect.

20.6 Waiver. Waivers must be in writing and are limited to the specific instance.

20.7 Electronic Acceptance. The Parties agree that this Agreement may be accepted electronically and that an electronic acceptance record has the same force and effect as a handwritten signature.

20.8 Force Majeure. Neither Party will be liable for delays or failures due to events beyond its reasonable control, except for payment obligations.

21. Platform Integrity

21.1 Platform Integrity; Prohibited Competitor Use. Restaurant shall not use the Platform, its data, or its analytics to (a) conduct competitive intelligence on behalf of any private equity-backed restaurant group or chain; (b) aggregate or export listing data for use in competitor platforms or directories; or (c) reverse engineer Company’s ranking or recommendation algorithms. Breach of this section shall constitute grounds for immediate termination and may subject Restaurant to injunctive relief.

22. Electronic Acceptance

22.1 Acceptance by Checkbox. No handwritten signature is required. Restaurant accepts this Agreement, Exhibit A, and Exhibit B by checking the acceptance box presented during account creation and submitting the claim form. Doing so constitutes Restaurant’s electronic signature under the Texas Uniform Electronic Transactions Act and the federal E-SIGN Act.

22.2 Authority to Accept. The individual who checks the acceptance box represents that they are at least 18 years old, are an owner or authorized representative of Restaurant, and have authority to bind Restaurant to this Agreement.

22.3 Record of Acceptance. Company records the accepting user’s name, email address, account identifier, timestamp, and the version of these terms in effect at that moment. That record is available to Restaurant on request and serves as evidence of acceptance.

22.4 Updates to These Terms. If Company materially changes this Agreement, Company will post the updated version here with a new “Last updated” date and notify Admin Users. Continued use of the Platform after the effective date of an update constitutes acceptance of the updated terms. Restaurant’s sole remedy if it does not agree is to terminate under Section 13.3.