Dohos Restaurant Services Agreement

TARGET-STATE DRAFT — NOT APPROVED OR EFFECTIVE

This is proposed contract text for a future U.S. Dohos legal entity and a Restaurant customer. It is not approved, offered, accepted, signed, incorporated, or effective. It does not establish the identity or authority of either party, activate a service, select governing law or forum, set a liability cap, bind insurance, or supersede any existing agreement. The exact parties, commercial terms, schedules, capabilities, Providers, jurisdictions, assent, and supporting operations must be stated in an authorized Order Form and Activation Record. This draft must not be presented for signature until every activation condition in its governance appendix is satisfied.

Proposed agreement

This Restaurant Services Agreement (the Agreement) is between the Dohos legal entity identified in an executed Order Form (Dohos) and the Restaurant legal entity identified in that Order Form (Restaurant). The Agreement becomes effective only on the Agreement effective date stated in that Order Form after valid execution by authorized representatives of both parties and satisfaction of the stated start conditions.

Dohos and Restaurant are each a Party and together the Parties.

1. Agreement structure and formation

1.1 Contract documents

The Agreement consists only of the following documents to the extent the executed Order Form identifies each by stable title, document ID, version, and date:

1. signed negotiated amendments that expressly identify the provision they change;
2. the Order Form;
3. this Restaurant Services Agreement;
4. the activated Data Processing Addendum;
5. each capability, program, security, support, implementation, payment, or other schedule expressly selected in the Order Form;
6. any public or runtime document incorporated for a narrow identified purpose; and
7. any other document expressly incorporated through an authorized signed amendment.

A webpage, URL, proposal, purchase order, vendor portal, invoice, email, sales statement, demo, roadmap, support response, Restaurant policy, Provider document, help content, or internal policy does not modify the Agreement unless an authorized amendment expressly says so.

1.2 Order of precedence

Mandatory law and a binding court, regulator, payment-network, carrier, or Provider rule applicable to the relevant conduct control to the extent they cannot be varied.

Among the contract documents, a signed negotiated amendment controls only the provisions and scope it expressly identifies; then the Order Form controls; then this Agreement and the DPA apply as counsel specifies in the activated versions; then an activated schedule controls only its subject; then a narrowly incorporated public/runtime document applies only for its stated purpose.

A lower-level document cannot add a fee, data purpose, Provider, Marketing Program, Recording or Transcript Capability, payment route, jurisdiction, warranty disclaimer, liability shift, or customer obligation that the higher documents do not authorize.

1.3 No activation by drafting or signature alone

Execution creates only the contractual rights and obligations expressly stated. A Capability becomes operational only when:

• the Order Form selects it for identified Restaurants, locations, channels, and jurisdictions;
• all stated prerequisites and start conditions are satisfied;
• applicable schedules and notices are activated;
• required Providers, accounts, registrations, configurations, controls, testing, and support are verified; and
• Dohos issues the authorized Activation Record.

Source code, schemas, flags, demos, documentation, marketing, or a signed document do not independently activate a Capability.

1.4 Electronic execution

The Parties may execute the Order Form and authorized amendments electronically if the approved process provides reasonable notice, an attributable affirmative action, authority evidence, a complete rendered copy, version/hash, date/time, delivery, and durable access.

Electronic acceptance of this Agreement is separate from payment authorization, Diner order confirmation, Restaurant order acceptance, communications consent, recording consent, and privacy choices.

2. Definitions

Capitalized terms have the meanings below. An activated schedule may define a term more narrowly for its subject. Actual facts and applicable law control over a label.

2.1 Account terms

Account means an identity and access record used to enter an approved part of the Dohos Service.

Restaurant Account means the tenant account through which authorized Restaurant Users access the activated Dohos Service. It is not a bank, wallet, escrow, stored-value, or consumer deposit account.

Restaurant Administrator means a natural person Restaurant authorizes to administer the Restaurant Account, assign permissions, approve configurations, and receive designated notices.

Restaurant User means a natural person Restaurant authorizes to use the Restaurant Account within assigned permissions.

2.2 Service terms

Activation Record means Dohos's controlled record binding an approved Capability to the exact entity, Restaurant, locations, channels, jurisdictions, Providers, release, configuration, documents, controls, evidence, approvers, start time, review/expiry, and rollback conditions.

Capability means a discrete service function selected in the Order Form and activated through the required schedule and Activation Record.

Disabled Capability means a function that may exist in design, code, schema, documentation, or a Provider product but is not authorized for use.

Dohos Service means only the hosted software, AI-assisted interaction, communications, payment-integration, and related support Capabilities activated for Restaurant under the Order Form. It excludes disabled, demonstration, preview, experimental, future, suspended, and retired functions.

Provider means a third party providing an approved infrastructure, AI, communications, payment, hosting, database, security, support, integration, or other service.

Specifications means the measurable functional description expressly stated in the Order Form or an activated schedule. Sales material, a demo, and general documentation are not Specifications unless expressly incorporated.

2.3 Restaurant and transaction terms

Restaurant includes only the contracting legal entity and the locations, brands, and channels expressly identified in the Order Form. It does not automatically include a franchisor, franchisee, affiliate, ghost kitchen, delivery company, or common owner.

Restaurant Content means menu, ingredient, allergen, dietary, price, tax, fee, availability, hours, location, brand, policy, fulfillment, and other data or material Restaurant or its authorized source supplies or approves.

Restaurant Product means food, beverage, merchandise, or other item Restaurant lawfully offers through an activated Capability. A Restricted Product is excluded unless separately authorized.

Restaurant Transaction means the proposed or completed sale of Restaurant Products by Restaurant to a Diner.

Diner means a person who browses, communicates about, requests, pays for, receives, or is identified with a Restaurant Transaction. The Caller, Diner, Payer, and recipient may be different people.

Order Request means information submitted for a Diner asking Restaurant to provide specified Restaurant Products. It is not an Accepted Order merely because Dohos or an automated system captures, summarizes, displays, transmits, or acknowledges it.

Accepted Order means an Order Request Restaurant accepts through the approved acceptance mechanism.

Fulfillment means preparation, packaging, pickup, Restaurant-controlled delivery, handoff, substitution, cancellation, refund decision, and food-safety handling performed or controlled by Restaurant or a separately identified provider.

Restricted Product means a product or service subject to special legal, Provider, network, license, identity/age, fulfillment, or risk controls, including alcohol, tobacco/nicotine, cannabis, controlled substances, gambling, stored value, weapons, and other categories listed in the activated Acceptable Use Policy or Order Form.

2.4 Data and security terms

Customer Data means data submitted to, collected through, generated for, or made accessible to Dohos for Restaurant under the activated service, excluding Dohos Materials and data Dohos controls solely for its own independent purposes as described in the DPA and Privacy Notice.

Personal Data has the meaning given in the activated DPA for the applicable jurisdiction and purpose.

Security Incident has the meaning in the activated Security Addendum and DPA. Ordinary unsuccessful attacks, blocked attempts, or service errors are not automatically Security Incidents, but the facts and law control.

Payment Credential means a full card number, security code, PIN, bank credential, wallet secret, authentication value, cryptogram, or other data capable of initiating or authenticating payment.

Recording Capability and Transcript Capability mean separately approved functions that store raw audio or raw text of an interaction. Transient processing alone does not activate either function.

Voiceprint means a template, embedding, or other representation used or intended to identify or authenticate a person from voice characteristics.

2.5 Commercial terms

Fees means the amounts Restaurant owes Dohos under the Order Form, excluding Restaurant Transaction revenue, taxes collected for Restaurant, tips, delivery amounts, and other sums not identified as Dohos compensation.

Order Form means the executed commercial instrument identifying the Parties, Restaurants/locations, Capabilities, fees, term, start conditions, incorporated versions, contacts, and special terms.

Subscription Term means the initial or renewal period stated in the Order Form.

Usage Data means minimized technical and operational data about operation and use of the Dohos Service. It excludes Customer Data content unless the DPA and Order Form expressly include the field and purpose.

3. Dohos Service

3.1 Provision of service

Subject to the Agreement, Dohos grants Restaurant a limited, nonexclusive, nontransferable right during the Subscription Term to allow authorized Restaurant Users to access and use the activated Dohos Service for Restaurant's internal business and authorized Restaurant Transactions.

Restaurant receives no right to a Disabled Capability, source code, Provider account, model weights, system prompt, other customer's environment, or Dohos internal tool unless an executed amendment expressly grants it.

3.2 Scope by Order Form

The Order Form must identify:

• contracting legal entities and authority;
• Restaurants, brands, locations, channels, numbers, domains, and jurisdictions;
• each activated, conditional, disabled, demonstration, or future Capability;
• implementation and acceptance conditions;
• Fees, usage units, limits, invoicing, payment, taxes, and credits;
• initial term, renewal, notice, price-change, cancellation, and termination terms;
• incorporated document IDs/versions/dates;
• Providers or integrations that must be identified commercially;
• support and service-level schedule;
• data, security, payment, AI/voice, communications, and recording/transcript schedules as applicable;
• insurance and risk terms approved for the relationship;
• General Cap and Enhanced Cap for Section 24;
• governing law, exclusive forum, and dispute process for Section 29; and
• customer and Dohos contacts.

An incomplete Order Form cannot activate the Agreement.

3.3 Changes to scope

Restaurant may request an additional location, Capability, integration, number, Program, jurisdiction, or material configuration through the approved change process. No requested change is effective until the Parties execute the required Order Form or amendment and the activation gates pass.

Dohos may make nonmaterial service changes that do not materially reduce an activated function, security/privacy commitment, support level, or Restaurant right. A material change requires the process in Section 15.

3.4 Demonstrations, previews, and future functions

Demonstration, prototype, preview, beta, experimental, and future functions must be clearly labeled and technically separated as appropriate. They are not committed deliverables, production services, or available Capabilities unless an activated Pilot or Capability Schedule says otherwise.

Dohos will not use a roadmap statement as a delivery commitment. A signed special term may create a commitment only if it states the deliverable, acceptance, dependencies, date, remedy, and change process.

4. Implementation, verification, and acceptance

4.1 Implementation plan

The activated Implementation and Onboarding Schedule controls implementation. It must allocate:

• entity, authority, location, license, and payment-account verification;
• Restaurant Content source, migration, validation, approval, and corrections;
• users, permissions, integrations, numbers, domains, Programs, and Provider setup;
• AI/voice scripts, menus, rules, fallback, and safety boundaries;
• privacy, security, communications, payment, accessibility, and legal configuration;
• test data, scenarios, defects, remediation, and approval;
• launch, rollback, support, and evidence; and
• change and ongoing review.

4.2 Restaurant verification

Restaurant must verify the items allocated to it, including identity, locations, licenses, Restaurant Content, prices, taxes/fees, hours, availability, fulfillment, allergy/dietary wording, phone numbers, users, payment routing, integrations, policies, notices, and test outcomes.

Restaurant approval does not excuse an Dohos defect or transfer a duty controlled by Dohos.

4.3 Acceptance

Implementation activity, data import, Account creation, invoice, demo, or access does not by itself constitute acceptance.

The implementation schedule must define objective acceptance criteria, test evidence, defect classification, correction/retest, deemed-acceptance rule if any, and the person authorized to accept. No deemed-acceptance rule applies unless stated conspicuously in the Order Form and approved by counsel.

4.4 Launch decision

Neither Party may direct production launch before the activation gates pass. If a required fact, Provider, license, registration, security control, payment configuration, disclosure, consent, support function, test, or approval is missing or expired, the affected scope remains disabled.

5. Account administration and authority

5.1 Restaurant Administrators

Restaurant will designate Restaurant Administrators through the approved authority process. Restaurant is responsible for keeping designations and contact details current.

Restaurant Administrators may exercise only the permissions assigned in the activated Account. They may not bind an affiliate, location, franchisee, or other legal entity not covered by their verified authority.

5.2 Access controls

Restaurant will:

• assign unique users;
• grant least privilege;
• protect credentials and recovery methods;
• use required multifactor authentication;
• review access at the required interval;
• promptly update or terminate access after role or authority changes; and
• report suspected unauthorized access promptly.

Dohos will provide and operate the access controls promised in the Security Addendum and will not rely solely on Restaurant's administration to prevent an Dohos-controlled authorization defect.

5.3 Unauthorized activity

Each Party will promptly investigate suspected unauthorized activity within its control, preserve evidence, take proportionate protective action, and coordinate under the incident process.

Restaurant is not automatically responsible for activity merely because a credential, device, number, or Account associated with Restaurant was involved. Responsibility depends on facts, control, fault, law, and this Agreement.

6. Restaurant seller and fulfillment role

6.1 Restaurant is seller

Restaurant is the independent seller of Restaurant Products and principal for Fulfillment under the target model. Restaurant, not Dohos, decides whether to accept an Order Request and is responsible for preparing and lawfully providing an Accepted Order.

The Parties must implement the payment, descriptor, receipt, public disclosures, accounting, tax reporting, support, and actual operations consistently with this allocation.

If facts or law assign Dohos a different role for a particular activity, Dohos will not rely on this clause to avoid that role's duties. The Parties must suspend the affected activity and amend the Agreement and product before continuing.

6.2 Restaurant responsibilities

Restaurant is responsible for:

• lawful Restaurant operations, facilities, personnel, products, and licenses;
• Restaurant Content accuracy, provenance, approval, and timely correction;
• ingredients, allergens, dietary attributes, cross-contact, preparation, packaging, and food safety;
• prices, Restaurant discounts, taxes, Restaurant fees, tips, availability, hours, and policies;
• order acceptance or rejection;
• Fulfillment and Restaurant-controlled delivery;
• substitutions, cancellations, refunds, and Restaurant customer service;
• age/identity controls for any separately authorized Restricted Product;
• lawful instructions and uses of Customer Data;
• notices/consents allocated to Restaurant; and
• compliance applicable to Restaurant's actual role.

6.3 Dohos responsibilities

Dohos is responsible for:

• providing the activated Dohos Service materially according to the Specifications;
• implementing Dohos-controlled confirmations, routing, calculations, state transitions, access, and evidence accurately;
• identifying the automated/AI-assisted channel as required;
• maintaining approved clarification, correction, refusal, and fallback behavior;
• operating Dohos-controlled privacy, security, payment-integration, Provider, support, incident, and termination processes;
• preventing unauthorized or Disabled Capabilities within Dohos's control;
• correcting Dohos errors and misleading Dohos statements; and
• complying with law applicable to Dohos in its actual role.

6.4 No partnership or agency

The Parties are independent contractors. This Agreement does not create a partnership, franchise, fiduciary relationship, joint venture, employment, or general agency.

Neither Party may bind the other except for the narrowly documented technical or transaction-routing authority expressly stated in an activated schedule. Restaurant Users are not Dohos personnel solely because they use the service.

7. Order capture, confirmation, and acceptance

7.1 Restaurant Content as source

Dohos will use the approved Restaurant Content sources and versions for material Restaurant statements. Dohos will not intentionally invent or alter a Restaurant fact outside an approved transformation or correction process.

Restaurant will promptly correct inaccurate or stale Restaurant Content. Dohos may block affected responses or ordering when material content is missing, contradictory, unsafe, or outside freshness requirements.

7.2 Diner review

Before submission, the activated service will present or read back the Restaurant/location, items, quantities, options, material instructions, fulfillment, prices, discounts, taxes, mandatory fees, tips, total, material policies, and effect of the final action in the approved accessible format.

The service will provide a practical correction path and obtain the approved affirmative confirmation for the exact order version.

7.3 Acceptance state

The Parties will not represent that an Order Request is accepted, prepared, ready, delivered, cancelled, or refunded without the approved authoritative event.

The activated workflow must preserve who or what performed each material state transition, authority, time, Restaurant/location, order/source version, amount, reason, and outcome.

7.4 Allergies and dietary information

Dohos may transmit Restaurant-approved information and Diner instructions but does not warrant that Restaurant Products are allergen-free, medically suitable, or free from cross-contact.

Dohos will not intentionally infer missing ingredient/allergen facts, promise accommodation, or silently change a material Diner instruction. Restaurant will provide the required source information and decide whether it can accommodate a request.

The applicable runtime disclosure and escalation process control.

8. AI and voice service

8.1 Activated schedule required

No AI-assisted or voice Capability is authorized unless the Order Form selects the current AI and Voice Service Schedule and the Activation Record identifies the exact Restaurants, channels, numbers, Providers, models, versions, regions, prompts/tools, languages, disclosures, and fallback.

8.2 Target restrictions

Unless a separately executed schedule expressly authorizes otherwise after all applicable gates:

• raw call recording is disabled;
• raw transcript retention is disabled;
• Voiceprints and biometric identification are disabled;
• emotion and sensitive-trait inference are prohibited;
• general model training on Customer Data or Diner interaction content is prohibited;
• autonomous Restaurant acceptance, refund, substitution, payment, or contract change is disabled;
• high-impact decisions and professional/emergency advice are outside scope; and
• Restricted Products are disabled.

8.3 AI output

AI-assisted output may be incomplete or inaccurate. Dohos will operate the approved source grounding, evaluation, clarification, correction, refusal, confirmation, and fallback controls. Restaurant will review and maintain Restaurant Content and will not direct the service to state unsupported facts or perform unauthorized actions.

No Party will represent AI output as human-generated when disclosure is required or rely on it as the sole basis for a safety-critical decision.

9. Communications Programs

9.1 Schedule and registration

No voice, SMS, email, or other communications Program is authorized unless the Order Form selects the Communications Program Schedule and identifies the sender/brand, purpose, audience, channel, number/domain, Provider, registration, templates, frequency, jurisdiction, consent basis, STOP/HELP, support, and suppression rules.

9.2 Transaction versus marketing

Transaction communications must remain limited to a requested or existing Restaurant Transaction or service event. Marketing Programs are disabled by default and require separate approval and legally sufficient consent for the exact sender, brand, channel, purpose, and Program.

9.3 Allocation

The Communications Schedule must allocate call-to-action/consent collection, content approval, registration, sending, suppression, reassigned numbers, timing/frequency, complaints, recordkeeping, Provider relations, and incident duties.

Each Party remains responsible for conduct and duties within its actual control. Provider or carrier approval does not establish legal consent.

10. Payments

10.1 Payment schedule required

No Restaurant payment Capability is authorized unless the Order Form selects the Payments Schedule and the exact Payment Provider accounts, Restaurant merchant role, charge type, funds flow, Fees, descriptors, receipts, authorization/capture, refund/dispute, security, tax/accounting, and reconciliation controls are activated.

10.2 Target model

Under the target launch model, Restaurant is the seller and target Payment Provider merchant for direct charges on Restaurant's verified account. Dohos may receive only a separately approved and disclosed Fee through the approved Provider mechanism.

Platform Charges, wallets, escrow, stored value, arbitrary funds control, unapproved transfers, and Dohos-hosted Payment Credentials are Disabled Capabilities.

10.3 Credentials

The Parties will ensure Payment Credentials enter only the approved Payment Provider path and do not enter ordinary AI, voice, recording, transcript, order note, log, analytics, support, or Customer Data fields.

10.4 Merchant and legal characterization

Provider terminology, account labels, or this Agreement do not alone decide merchant, seller, money-transmission, tax, or reporting status. If live conduct or Provider allocation conflicts with the approved model, payment processing must stop until corrected and reapproved.

11. Acceptable use and Restricted Products

11.1 Acceptable Use Policy

Restaurant and Restaurant Users will comply with the exact Acceptable Use Policy version incorporated in the Order Form. That policy may not add Fees, data rights, Capabilities, monitoring, liability, or duties beyond this Agreement.

11.2 Prohibited conduct

Restaurant will not knowingly use or direct the Dohos Service for fraud, deception, harassment, unlawful communications, unauthorized recording, privacy misuse, payment abuse, unsafe products, infringement, credential exposure, security interference, or another prohibited use stated in the activated policy.

11.3 Restricted Products

Restricted Products are disabled unless a signed schedule identifies the exact Restaurant/location, product, licenses, jurisdiction, Provider approval, identity/age, payment, communications, fulfillment, support, insurance, and technical controls.

A menu entry or Restaurant representation does not activate a Restricted Product.

12. Data protection and privacy

12.1 DPA

The activated DPA controls Personal Data processing within its scope. It must identify roles by purpose, instructions, data subjects/categories, processing, retention, security, subprocessors, rights assistance, incidents, audits, deletion/return, state terms, and transfers.

Neither Party may use a contractual label inconsistent with actual purpose or conduct.

12.2 Instructions

Restaurant instructs Dohos to process Customer Data only to provide, secure, support, and evidence the activated service and to perform the additional processing expressly stated in the DPA and Order Form.

Dohos will notify Restaurant if it reasonably believes an instruction violates applicable data-protection law, unless prohibited, and may suspend the affected processing pending a lawful instruction.

12.3 Dohos independent purposes

The DPA and Privacy Notice must identify Dohos's narrow independent purposes, such as Account administration, security/fraud, billing, legal compliance, Provider management, and service integrity. Dohos will not characterize broad product improvement, advertising, or model training as an independent purpose without separate lawful approval and notice.

12.4 Public notices and requests

The Parties will provide notices and handle rights requests according to their actual roles and the DPA. A Privacy Notice is not blanket consent and does not modify the commercial Agreement.

Dohos will route misdirected requests and assist Restaurant as required. Restaurant will respond to requests for its independent data uses.

13. Security

13.1 Security Addendum

Dohos will maintain the safeguards expressly stated in the activated Security Addendum for its scope. Restaurant will maintain the Restaurant-controlled safeguards stated there.

13.2 Security Incidents

Each Party will promptly notify the other through the approved incident route of a suspected Security Incident materially affecting the other Party's data or obligations and will cooperate under the DPA and Security Addendum.

The exact notice trigger, content, timing, investigation control, regulator/individual notice, costs, privilege, and remediation obligations are those stated in the activated documents. No universal deadline is created by this draft.

13.3 Security claims

Neither Party will make an unsupported claim about the other's controls, certification, compliance, encryption, incident history, availability, or Provider.

14. Providers and integrations

14.1 Providers

Dohos may use approved Providers to deliver the Dohos Service, subject to the DPA, Security Addendum, Subprocessor List, and applicable schedule.

Dohos remains responsible for its Provider selection, configuration, instructions, monitoring, claims, incident coordination, and exit to the extent stated in the Agreement and required by law.

14.2 Provider changes

A material Provider, product, model, region, subprocessor, data-use, retention, security, support, restriction, or continuity change is governed by the applicable notice and objection process. Dohos may suspend affected scope if a Provider change invalidates an approval or downstream commitment.

14.3 Restaurant integrations

Restaurant may authorize an integration only through the Order Form and implementation process. Restaurant represents it has authority to connect the system and grant the stated scopes.

Dohos is responsible for its integration design and operations; Restaurant is responsible for the accuracy and authority of Restaurant-controlled systems and instructions. The applicable schedule must allocate source of truth, read/write actions, errors, retries, rollback, support, security, data, and termination.

14.4 Independent third-party services

A third party may impose independent terms on Restaurant for a service Restaurant separately obtains. Dohos will not bind Restaurant to hidden Provider terms or imply endorsement. If a Provider term is necessary, the Order Form must identify it and provide reasonable pre-acceptance access.

15. Changes to service and contract documents

15.1 Service changes

Dohos may correct, maintain, secure, or improve the service without Restaurant consent if the change does not materially reduce an activated Specification, security/privacy commitment, support level, or Restaurant right and does not add a prohibited data purpose, Provider, fee, or Capability.

15.2 Material changes

A material change requires:

• impact review;
• clear description and effective date;
• advance notice required by the Agreement or law;
• updated versions and durable comparison/access;
• renewed assent or signed amendment where required;
• configuration, testing, support, and rollback;
• termination/nonrenewal or other remedy where applicable; and
• a new or updated Activation Record.

Dohos will not impose a new arbitration/class waiver, data use, Recording/Transcript Capability, biometric use, marketing Program, payment route, fee, auto-renewal, liability shift, or material Provider by a silent webpage edit.

15.3 Emergency changes

Dohos may make a narrowly scoped emergency change to address an urgent security, safety, legal, Provider, or continuity risk. Dohos will document the reason, scope, approver, time, customer effect, evidence, notice, rollback, and post-change review.

Emergency authority will not be used as a routine amendment process.

16. Fees, invoicing, and taxes

16.1 Fees and usage

Restaurant will pay the Fees and approved taxes stated in the Order Form. No Fee is due for a Disabled Capability unless the Order Form clearly states a separately approved reservation, implementation, or committed-capacity charge.

The Order Form must define each usage unit, source, rounding, time zone, inclusions/exclusions, dispute process, and audit record.

16.2 Invoices

Dohos will issue invoices according to the Order Form. Each invoice must identify the legal entity, billing period, Order Form, Fees/usage, credits, taxes, currency, due date, payment method, and support route.

Restaurant must raise a good-faith invoice dispute within the period stated in the Order Form, with enough detail for review. Restaurant will timely pay undisputed amounts. The Parties will preserve non-waivable rights and will not use a dispute deadline to validate fraud or a charge that could not reasonably have been discovered.

16.3 Taxes

Fees exclude taxes unless the Order Form states otherwise. Restaurant is responsible for taxes legally imposed on Restaurant's purchase of the Dohos Service, excluding taxes based on Dohos's net income, property, payroll, or corporate status.

Dohos will collect tax only where it has a reasonable legal basis and will provide appropriate invoice information. Restaurant may provide a valid exemption certificate before the charge.

Restaurant Transaction taxes and reporting are governed by the Payments Schedule and actual seller/merchant model. Neither Party relies on the other for tax advice.

16.4 Late payment

Any interest, collection cost, suspension, acceleration, or deposit right must be stated in the Order Form and comply with law. Dohos will not suspend a disputed Restaurant Transaction, withhold Restaurant funds/data, or disable privacy/security/export duties solely to pressure payment of a good-faith disputed Fee.

17. Subscription term, renewal, and cancellation

17.1 Initial term

The Agreement begins only on the Agreement effective date in the Order Form and continues through the stated Subscription Term unless earlier terminated under the Agreement.

17.2 Renewal

No automatic renewal applies unless the Order Form clearly states the renewal length, recurring amount or calculation, notice deadline, price-change method, cancellation method, and any required reminders/confirmations.

The enrollment process must obtain the required express informed consent and provide a durable confirmation. Renewal must comply with applicable federal and state law for the Restaurant's verified legal status and location.

17.3 Nonrenewal and cancellation

Either Party may prevent renewal by the method and deadline stated in the Order Form. The method must be practical, accessible, and no more burdensome than enrollment where law or the approved commercial design requires.

Cancellation of an optional Capability does not automatically terminate the entire Agreement unless the Order Form says so. The Parties will address dependencies, Fees, data, Providers, numbers/domains, and transition.

18. Service levels and support

18.1 Activated schedule

Only the service levels, support hours, priority definitions, response/restoration targets, monitoring source, exclusions, credits, and remedies in the activated Service Level and Support Schedule are contractual.

Marketing, Provider, dashboard, or historical percentages do not create a commitment.

18.2 Restaurant cooperation

Restaurant will provide reasonably requested facts, contacts, access, reproduction steps, and safe evidence needed to diagnose a support issue. Restaurant will not send Payment Credentials, unnecessary sensitive data, secrets, or unauthorized data.

18.3 Credits and exclusive remedies

Any service credit and whether it is an exclusive remedy must be stated in the activated schedule. A credit does not limit rights for a Security Incident, privacy breach, payment error, fraud, willful misconduct, or other claim unless Section 24 and applicable law validly provide.

19. Records, audit, and evidence

19.1 Dohos records

Dohos will maintain records reasonably necessary to evidence its material obligations, including document versions/assent, activation, service/configuration, access, Providers, incidents, service levels, Fees/usage, changes, support, deletion/export, and termination.

19.2 Restaurant records

Restaurant will maintain records reasonably necessary for its material obligations, including entity/authority/licenses, users, Restaurant Content provenance, order acceptance/fulfillment, consent allocated to Restaurant, payment/tax/refund facts, and Restricted Product controls.

19.3 Audit mechanism

The DPA, Security Addendum, and schedules control audit rights for their subject. Any additional audit must be proportionate, during reasonable times, protect other customers and security, avoid unnecessary disruption, respect privilege/confidentiality, and use existing independent evidence before onsite access where appropriate.

Audit rights do not restrict a regulator or non-waivable legal right.

19.4 Record retention

Each Party will retain contract and performance evidence for the period required by law and the activated retention schedule, taking account of tax, payment, claim, limitations, litigation hold, and Provider duties.

Neither Party will destroy or alter relevant evidence after a preservation duty arises.

20. Confidentiality

20.1 Confidential Information

Confidential Information means nonpublic information disclosed by or for a Party that is marked confidential or should reasonably be understood as confidential given its nature and context, including business plans, pricing, Restaurant Content, Customer Data, security information, product designs, code, credentials, Provider terms, and contract negotiations.

20.2 Exclusions

Confidential Information excludes information the recipient can document:

• is public without breach;
• was lawfully known without restriction before disclosure;
• was independently developed without use of the discloser's Confidential Information; or
• was lawfully received from a third party without confidentiality duty.

20.3 Protection and use

The recipient will:

• use Confidential Information only to exercise rights and perform duties under the Agreement;
• apply at least reasonable care and no less than it uses for similar information;
• disclose it only to personnel, advisers, insurers, and Providers with a need to know and appropriate duties; and
• be responsible for their misuse to the extent provided by law and contract.

Customer Data and Personal Data remain subject to the DPA and Security Addendum, which may impose stricter rules.

20.4 Required disclosure

The recipient may disclose Confidential Information when legally required after, to the extent permitted, providing prompt notice and reasonable assistance to seek protection. The recipient will disclose only the required portion and use reasonable efforts for confidential treatment.

20.5 Protected activity

Nothing prohibits lawful regulator contact, protected whistleblowing, reporting a crime or security issue, truthful legal testimony, exercise of worker rights, or another disclosure that cannot lawfully be restricted.

20.6 Return and deletion

On request or termination, the recipient will return or delete Confidential Information according to the Agreement, subject to required records, backups, legal holds, privilege, and the DPA. Retained information remains protected and use-restricted.

21. Intellectual property and data rights

21.1 Dohos Materials

As between the Parties, Dohos and its licensors retain rights in the Dohos Service, software, workflows, interfaces, documentation, models/tools to the extent owned, and other materials Dohos provides (Dohos Materials), excluding Restaurant Content and Customer Data.

No implied license is granted beyond the limited service-use right in Section 3.1.

21.2 Restaurant Content and Customer Data

As between the Parties, Restaurant and its licensors retain rights in Restaurant Content and Customer Data, subject to Diner rights and applicable law.

Restaurant grants Dohos a limited, nonexclusive license during the Agreement and any approved transition/retention period to host, copy, format, transmit, display, and otherwise process Restaurant Content and Customer Data only as necessary to provide, secure, support, evidence, and lawfully operate the activated service and fulfill the DPA.

This license does not transfer ownership or authorize sale, advertising, cross-Restaurant profiling, or general model training.

21.3 Restaurant representations

Restaurant represents that it has the rights and authority needed for Restaurant Content, instructions, marks, numbers, domains, integrations, and Customer Data it provides or directs Dohos to use.

This representation does not make Restaurant responsible for content or inferences Dohos or a Provider independently creates, changes, or exposes.

21.4 Feedback

Restaurant may voluntarily provide feedback. Dohos may use nonconfidential ideas without payment or restriction, but feedback does not transfer Restaurant's preexisting materials, Confidential Information, Personal Data, invention rights, or claims unrelated to the suggestion.

21.5 Deidentified and aggregate data

Dohos may use data represented as deidentified or aggregate only if the DPA and Order Form authorize the precise fields and purpose, the data meets applicable legal/contract standards, Dohos does not attempt reidentification, Provider use is controlled, and public claims accurately describe residual risk.

No broad “usage data” clause authorizes use of Customer Data content outside approved purposes.

21.6 Training restriction

Dohos will not use Customer Data, Diner interaction content, raw audio, raw transcripts, or Restaurant Content to train or fine-tune a general model unless the Parties execute a separate specific amendment after all legal, rights, Provider, product, notice/consent, security, and compensation decisions are approved.

22. Representations and warranties

22.1 Mutual authority

Each Party represents that, on the Agreement effective date, it is validly existing where applicable, has power and authority to enter the Agreement, and the signer has authority to bind it.

The Agreement cannot activate before evidence supports this representation.

22.2 Dohos limited warranties

Subject to the Order Form and schedules, Dohos warrants during the paid Subscription Term that:

• the activated Dohos Service will perform materially according to the Specifications;
• Dohos will not knowingly introduce malicious code into the service;
• Dohos will provide the service professionally using personnel with appropriate qualifications for their assigned work;
• Dohos has the rights needed to provide the Dohos Materials and service; and
• Dohos will not materially reduce an express Security Addendum or DPA protection without the required change process.

Restaurant's exclusive remedy for breach of the performance warranty is prompt correction or re-performance and, if Dohos cannot cure a material breach within the approved cure period, termination of the affected service and refund of prepaid unused Fees for that affected service, subject to Section 24 and non-waivable law.

22.3 Restaurant warranties

Restaurant warrants that:

• it has authority and rights for the Restaurants, locations, users, Restaurant Content, Customer Data, marks, numbers, domains, integrations, and instructions it supplies;
• its Restaurant Content and material transaction statements are accurate to its knowledge and maintained through the approved process;
• it will not knowingly offer an unlawful Restaurant Product or use the service unlawfully;
• it holds licenses and permissions required for Restaurant operations and activated Restricted Products, if any; and
• it will provide notices and obtain consents assigned to it under the activated schedules.

22.4 Continuing notice

Each Party will promptly notify the other if it learns that a material representation or prerequisite for an activated Capability is no longer accurate.

23. Disclaimers

Except for the express warranties in the Agreement and to the maximum extent permitted by law, each Party disclaims implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement to the extent applicable to what it supplies.

Dohos does not warrant that the service is uninterrupted, error-free, universally secure, available in every location, compatible with every system, or accurate for Restaurant Content or third-party information outside Dohos's control.

Dohos does not warrant that AI-assisted output is human-generated, complete, or suitable as the sole basis for allergy, medical, legal, tax, financial, emergency, safety-critical, or high-impact decisions.

Dohos does not prepare, inspect, sell, package, or fulfill Restaurant Products under the target model and does not warrant Restaurant Products, Restaurant Content, or Restaurant-controlled Fulfillment.

These disclaimers do not exclude an express promise, Dohos's responsibility for its own statements/configuration/conduct, fraud, willful misconduct, a non-waivable statutory duty, or liability that law does not permit a Party to disclaim.

24. Limitation of liability

24.1 Excluded damages

Subject to Section 24.3 and to the maximum extent permitted by law, neither Party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, or business interruption, arising from the Agreement, even if advised of the possibility.

This exclusion does not apply merely because direct remediation includes reasonable notification, investigation, restoration, replacement, refund, regulatory response, or other costs that applicable law or the Agreement treats as direct.

24.2 General and Enhanced Caps

Subject to Section 24.3, each Party's aggregate liability arising from the Agreement will not exceed the General Cap expressly stated in the Order Form.

Claims expressly assigned to an Enhanced Cap will not exceed the Enhanced Cap stated in the Order Form. The Order Form must identify the claim categories, calculation period, included Fees, affected Order Forms, aggregation method, treatment of defense costs, and multiple events.

No cap amount or default formula is approved in this draft. If the Order Form omits either required cap or its scope, the Agreement may not activate and this Section does not create an implied cap.

24.3 Exclusions and non-excludable matters

The activated Order Form and counsel-approved rider must state treatment of:

• Fees owed;
• fraud and fraudulent misrepresentation;
• willful misconduct and gross negligence;
• death or personal injury;
• confidentiality breach;
• IP infringement or misuse;
• Personal Data, Security Incidents, and Payment Credentials;
• communications, recording, biometric, and payment liability;
• indemnity obligations and defense costs;
• statutory damages, fines, penalties, restitution, and equitable relief; and
• liability that law makes non-waivable or non-excludable.

No category is uncapped, capped, or excluded merely because it appears in this decision list. The activated clause must state the final allocation and align with insurance and realistic loss scenarios.

24.4 Scope

This Section applies across contract, tort, statute, restitution, and other theories to the extent lawful, but does not create a limitation against a person who is not validly bound or waive a Diner's non-waivable rights.

25. Indemnification

25.1 Dohos IP indemnity

Subject to this Section and Section 24, Dohos will defend Restaurant against a third-party claim that Restaurant's authorized use of the unmodified Dohos Materials under the Agreement directly infringes a U.S. patent, copyright, or trademark, and will pay damages and reasonable costs finally awarded or agreed in an approved settlement.

Dohos has no obligation to the extent a claim arises from Restaurant Content or instructions, unauthorized use/modification, combination not supplied or required by Dohos, continued use after notice and a reasonable mitigation, or a Disabled/preview function used outside its terms.

Dohos may procure continued rights, modify or replace affected functionality without material reduction, or terminate the affected service and refund prepaid unused Fees if a commercially reasonable cure is unavailable.

25.2 Additional Dohos indemnities

Any Dohos indemnity for Dohos's breach of data protection/security obligations, unlawful communications, payment integration, or other conduct must be expressly stated in the activated Order Form or schedule with scope, exclusions, defense, cap, and insurance alignment.

No such additional indemnity is implied by this draft.

25.3 Restaurant indemnity

Subject to this Section and Section 24, Restaurant will defend Dohos against a third-party claim to the extent arising from:

• Restaurant Products, Restaurant Content, or Restaurant-controlled Fulfillment;
• Restaurant's lack of authority for content, marks, data, numbers, domains, integrations, or instructions it supplies;
• Restaurant's unlawful communications, marketing, Restricted Products, or independent data use;
• Restaurant's breach of Section 22.3; or
• Restaurant's fraud, willful misconduct, or violation of law within Restaurant's actual control.

Restaurant is not required to indemnify Dohos for Dohos's own negligence, misconduct, product defect, misleading statement, unauthorized processing, Provider/configuration failure allocated to Dohos, or non-waivable duty.

25.4 Procedure

The indemnified Party will provide prompt notice, but delayed notice reduces obligations only to the extent of material prejudice. The indemnifying Party may control the defense with qualified counsel, subject to the indemnified Party's right to participate at its own cost and use separate counsel at the indemnifying Party's cost for a material conflict.

The indemnifying Party may not settle without consent if settlement admits fault by, imposes nonmonetary duties on, fails to fully release, or materially harms the indemnified Party. Consent will not be unreasonably withheld for a settlement meeting these conditions.

The indemnified Party will provide reasonable cooperation at the indemnifying Party's expense and will not make a prejudicial admission without consent, except as legally required.

25.5 Prevention and insurance

Indemnity does not replace a Party's duty to prevent, contain, remediate, notify, or insure a risk. Each Party remains responsible for its own direct obligations.

26. Insurance

Each Party will maintain the insurance expressly stated in the Order Form or an activated insurance schedule, issued by appropriately authorized carriers, for the stated term and risks.

No coverage type, limit, retention, additional-insured status, waiver of subrogation, primary/noncontributory status, tail, or certificate obligation applies unless the Order Form expressly states it and current bound evidence supports it.

Insurance does not limit liability unless Section 24 expressly does so and does not relieve a Party of its obligations.

Loss of required coverage is a material notice event and may suspend affected Capabilities if the risk cannot be lawfully and commercially managed.

27. Suspension and emergency action

27.1 Grounds

Dohos may proportionately suspend affected access or a Capability when reasonably necessary to address:

• a credible security, privacy, payment, communications, food/restricted-product, safety, fraud, or abuse risk;
• unlawful use or a binding legal/Provider/network requirement;
• a material breach that remains uncured after required notice;
• a Provider, license, registration, insurance, evidence, or configuration prerequisite that ends or expires;
• an urgent threat to systems, Restaurants, Diners, or third parties; or
• nonpayment of undisputed Fees where the Order Form authorizes suspension and law permits.

27.2 Process

Dohos will, where lawful and practicable:

• limit suspension to affected scope;
• provide notice and reasons;
• preserve data and non-waivable routes;
• identify correction or appeal steps;
• review continuing necessity; and
• restore service promptly after the condition is resolved.

Immediate action may be necessary for an urgent risk. Dohos will document and review it.

27.3 Protected functions

Suspension will not be used to withhold Restaurant funds, block a lawful privacy/accessibility/security/regulator route, destroy evidence, prevent data export required by the Agreement, or alter an Accepted Order without the applicable process.

28. Termination and exit

28.1 Termination for cause

Either Party may terminate the affected Order Form or Agreement for the other Party's material breach if the breach remains uncured after the cure period stated in the Order Form. A breach incapable of cure, unlawful continuation, fraud, insolvency event, or urgent threat may permit immediate termination to the extent stated in the Order Form and lawful.

28.2 Termination for convenience

No termination-for-convenience right applies unless the Order Form states the Party, notice, effective date, Fees/refunds, minimum commitment, transition, and affected scope.

28.3 Provider or legal termination

Dohos may terminate or suspend affected scope if a required Provider, registration, license, law, insurance, or technical dependency makes continued service unlawful or materially unsafe and no reasonable alternative is available. Dohos will provide the notice, mitigation, transition, and refund/credit stated in the Order Form.

28.4 Effect

On expiration or termination:

• new use stops on the effective date;
• each Party pays undisputed accrued amounts;
• Dohos provides the approved export/return period and format;
• access is reduced and ended through the termination plan;
• phone numbers, domains, integrations, Provider accounts, Restaurant Content, configurations, and credentials transition according to documented ownership/portability;
• Customer Data is returned, deleted, or retained under the DPA and legal holds;
• Confidential Information is returned/deleted under Section 20;
• ongoing Accepted Orders, refunds, disputes, incidents, rights requests, notices, and evidence are completed or transferred; and
• public claims and customer status are corrected.

Dohos will not hold Restaurant data or number control hostage to extract a disputed Fee, subject to lawful preservation, Provider rules, and clearly agreed transition charges.

28.5 Survival

Accrued payment, confidentiality, IP ownership/licenses needed for wind-down, data protection, security/incident, records, warranty remedies, disclaimers, indemnity, liability limits, dispute, and provisions that by nature should survive will survive for the period stated or reasonably necessary. Survival does not authorize indefinite data retention.

29. Disputes, governing law, and forum

29.1 Informal resolution

Before filing a commercial action, an authorized Party representative should provide written notice describing the dispute, relief requested, and supporting facts, and the Parties should attempt good-faith resolution for the period stated in the Order Form.

This process does not bar urgent injunctive relief, required regulator contact, a time-sensitive Provider/network action, or a claim for which delay would forfeit a right.

29.2 Governing law and forum

The governing law and exclusive courts must be expressly stated in the Order Form after counsel evaluates the formed entities, operations, Restaurants, jurisdictions, public policy, and related Diner/Provider disputes.

If the Order Form omits governing law or forum, the Agreement may not activate. This draft selects none.

29.3 Jury waiver, arbitration, class, and mass claims

This Agreement does not include a jury waiver, arbitration agreement, class/representative waiver, mass-arbitration procedure, shortened limitations period, or prevailing-party fee clause.

Any such term requires a separate counsel-approved rider that addresses formation, scope, delegation, forum/provider, rules, fees, venue, discovery, confidentiality, injunctive relief, small claims, batching/mass claims, severability, amendments, survival, and applicable statutory rights. The Order Form must expressly identify the rider.

No such term may be added retroactively or by a silent posting.

29.4 Equitable relief

Either Party may seek appropriate equitable relief for actual or threatened misuse of Confidential Information, infringement/misappropriation, unauthorized access, or another harm for which monetary relief is inadequate, subject to applicable law and without waiving defenses.

30. Notices

Contract notices must be delivered to the legal-notice contacts and by the methods stated in the Order Form. The Order Form must address when notice is effective, failed delivery, contact updates, emergency operational notices, and electronic-record consent.

Routine service messages, support tickets, product banners, invoices, or public posts are not legal notice unless the Order Form expressly designates them for the applicable purpose.

Each Party will keep its contacts current. Notice to a former employee or unmonitored address is not effective merely because it once appeared in an Account.

31. Compliance and ethics

31.1 Applicable law by role

Each Party will comply with laws applicable to it in its actual role and with the topic-specific allocations in the activated schedules.

A generic duty to comply with law does not transfer legal status, cure an unlawful product design, or excuse the other Party's direct duties.

31.2 Anti-corruption and sanctions

Each Party will not use the Agreement to offer or accept an unlawful bribe, evade an applicable sanction/export restriction, or transact with a prohibited person in violation of law.

Any screening or export controls must be proportionate to the service and approved jurisdiction. No Party warrants universal lawful use in every location.

31.3 Government and regulated uses

Healthcare/HIPAA, government, education, financial high-impact, emergency, alcohol/Restricted Product, international, and other specially regulated uses are Disabled Capabilities unless a separate schedule and all operational/Provider/legal gates pass.

32. General provisions

32.1 Assignment

Neither Party may assign the Agreement without the other's prior written consent, not unreasonably withheld, except an activated Order Form may permit assignment in connection with a merger, reorganization, or sale of substantially all relevant assets if the assignee assumes the Agreement and the assignment does not materially reduce rights, expand data use, violate Provider/law restrictions, or transfer to a competitor identified through an approved standard.

An assignment is ineffective if it would place data, funds, numbers, licenses, or obligations with an unauthorized entity. The assignor remains responsible unless validly released.

32.2 Subcontracting

Dohos may subcontract performance subject to the Provider, DPA, Security Addendum, and schedule requirements. Subcontracting does not relieve Dohos of its contractual obligations.

Restaurant may use contractors subject to verified authority and Restaurant's obligations, but may not grant broader service access than Restaurant holds.

32.3 Force majeure

Neither Party is liable for delay caused by an event beyond its reasonable control that it could not reasonably prevent or overcome, excluding payment obligations for service already provided and failures caused by inadequate ordinary controls.

The affected Party will promptly notify, mitigate, invoke continuity plans, provide status, and resume performance. Force majeure does not excuse privacy/security incident duties, evidence preservation, lawful refunds, or transition obligations to the extent performance remains possible.

A Provider outage is not automatically force majeure; the approved dependency, redundancy, contract, and mitigation facts control.

32.4 Publicity

Neither Party may use the other's name, marks, logo, testimonial, transaction data, or relationship publicly without prior written authorization defining content, channels, term, revocation, and objective-claim evidence, except for legally required disclosure.

Customer listing, case study, press release, and testimonial rights are separate and are not implied by this Agreement.

32.5 No third-party beneficiaries

Except as an activated document expressly provides, the Agreement benefits only the Parties and creates no third-party beneficiary right. This clause does not eliminate rights a Diner, regulator, Provider, or other person has under law or a separate agreement.

32.6 Waiver

A waiver must be in a writing signed by an authorized representative and applies only to the stated instance. Delay or partial exercise is not a waiver.

32.7 Severability

If a provision is unenforceable, a court should enforce it to the maximum lawful extent or sever it as applicable law permits, without rewriting a material allocation the Parties did not agree to. If severance materially defeats the bargain, the Parties will negotiate a lawful replacement and may terminate affected scope.

32.8 Entire agreement

The contract documents listed in Section 1 are the entire agreement between the Parties concerning their subject and supersede prior proposals and communications only to the extent the Order Form expressly and validly provides.

This clause does not retroactively cure deception, unauthorized conduct, prior privacy/communications/payment violations, or liability that cannot be released. Any release of existing claims requires a separate knowing, specific, authorized agreement.

32.9 Amendments

An amendment must be executed through the process in Section 15 by authorized representatives and identify the exact document, version, provision, scope, effective date, and conflicts. Dohos may not amend material terms solely by editing a URL.

32.10 Counterparts and copies

The Parties may execute the Order Form and amendments in counterparts and approved electronic form. Each Party will receive and retain a complete durable copy of the exact executed contract package.

32.11 Headings and interpretation

Headings aid reading. “Including” means including without limitation. The singular includes the plural where context requires. “Will” and “must” create obligations; “may” grants discretion subject to good faith, the Agreement, and law. The Parties intend no presumption against the drafter after represented counsel review; counsel must decide whether that provision is appropriate before activation.

33. Signature and authority

The Parties execute this Agreement only through an Order Form or signature instrument that:

• identifies the exact legal entities and signers;
• states each signer's title and authority;
• identifies this Agreement by stable version/date;
• includes the complete document package or durable access before signature;
• states the Agreement effective date and start conditions;
• captures signatures and date/time; and
• delivers a final copy to both Parties.

This draft has no signature block because no legal entity, signer, authority, or final contract version is approved.