REZKU POS TERMS OF USE

Last modified January 15, 2026

1. BINDING CONTRACTUAL TERMS

As explained more fully below, by using Rezku’s Services, you are agreeing to be bound by the contractual terms set forth herein. These terms include an arbitration provision that means that any dispute you have with us will be decided in private arbitration rather than before a judge or jury. Your use of Rezku’s services is conditioned on your agreement to be bound by these Terms of Use and, if you do not agree to them, you may not use Rezku’s services.

By submitting a Rezku Order Form to Rezku or downloading or using the Rezku POS website (the “BackOffice Website”), including all Content (as defined below) available through the BackOffice Website or the Rezku POS tablet application or as a service (SaaS) provided directly by Rezku or through the Apple or Google store websites (individually and collectively the "Rezku POS App") and any integrated software and any associated software or by accessing any associated content such as email feeds, feeds through apps or other related services provided by Guest Innovations, Inc. (collectively the "Services"), the person or entity downloading or using the Services ("you" or "your") signify (a) that you have read and understood these Terms of Use (which include the Privacy Policy) and (b) that these Terms of Use have the same force and effect as a signed agreement. The Services are provided by Guest Innovations, Inc., a company registered in Delaware ("Guest Innovations", "we", "us", or "our").

If you are accepting these Terms of Use on behalf of your employer, you affirm that you have the authority to do so. You also warrant and represent that you have the legal capacity to enter into a contract and have not been previously terminated from using the Services.

The Services are intended for use by restaurants and their employees (each, a “Restaurant User”) to manage point of sale operations.

We may change these Terms of Use at any time. Please review the Terms of Use when you use the Services. By using the Services, you agree to be bound by the most recent version of the Terms of Use. If we materially change these Terms of Use, we will let you know when you login to the Services and by sending an email notifying you of the changes to the email address we have on file for you.

These Terms of Use include a disclaimer of warranties, limits on our liability, as well as a release and indemnification by you, and a class action waiver. We encourage you to review the relevant sections carefully.

2. PRIVACY POLICY

Our Privacy Policy describes the personal information Guest Innovations collects in connection with the Services. It also describes how Guest Innovations uses or shares such personal information. By agreeing to these Terms of Use, you acknowledge that our Privacy Policy has been provided to you.

3. LINKS TO AND FROM THE SERVICES

The Services may contain links to third party websites and online services (such as apps) that are not owned or controlled by Guest Innovations. Guest Innovations has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or online services, and you access and use these websites or online services solely at your own risk. These links are provided for your reference and convenience only, and do not necessarily imply any endorsement, sponsorship or recommendation of the material on these third-party websites or online services or any association with their operators. In addition, Guest Innovations will not and cannot control or edit the content of any third-party website or online service. BY USING THE SERVICES, YOU EXPRESSLY RELEASE GUEST INNOVATIONS, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES, AND SUPPLIERS (COLLECTIVELY “THE GUEST INNOVATIONS PARTIES”), GOOGLE, AND APPLE FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITE OR ONLINE SERVICE AND FROM ANY LOSS OR DAMAGE OF ANY SORT YOU MAY INCUR FROM DEALING WITH ANY THIRD PARTY. Accordingly, we encourage you to be aware when you leave the Services and to read the terms and conditions of use for each other website or online service that you visit.

Unless otherwise agreed with Guest Innovations in writing, you may link to the BackOffice Website from your website, subject to the following: (1) you may not frame the BackOffice Website or any portion of the BackOffice Website; (2) you will not override or hinder the functionality of an end-user’s Web browser’s “back” function; (3) the link must be identified using a plain text rendering of the Guest Innovations, Rezku, or Rezku POS name and not any Guest Innovations, Rezku, or Rezku POS logo; (4) you may not use any Guest Innovations, Rezku, or Rezku POS logos in any way; (5) you may not use the link in any way that suggests that Guest Innovations is associated with or endorses you or your website or online service; (6) the link may not appear on any website or online service that a reasonable person may consider obscene, defamatory, harassing, offensive or malicious, and may not be presented in any way that disparages Guest Innovations or damages its rights, reputation, or goodwill; (7) we may terminate your ability to link to the Services at any time for any reason or no reason.

4. ADVERTISEMENTS AND USER SUBMISSIONS

The Services may permit the submission and sharing of materials (including text, graphics, photos, videos, etc.) by you and other users (“User Submissions”). These may include advertisements. Guest Innovations (1) does not offer or guarantee any confidentiality with respect to any User Submissions, (2) does not pay any compensation for User Submissions, and (3) is under no obligation to respond to or post any User Submissions.

You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you represent and warrant that you will not submit or post material that: (i) infringes any third party’s rights; (ii) contains falsehoods or misrepresentations that could harm the reputation of Guest Innovations or any third party; (iii) involves gambling, gaming, sweepstakes, and/or any other activity with an entry fee and a prize, or (iv) is otherwise inappropriate.

By submitting any User Submissions to Guest Innovations, you hereby grant Guest Innovations and its successors, assigns, and affiliates a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable (through multiple tiers) and transferable license to use, reproduce, distribute, prepare derivative works of, display, publish, broadcast, perform, make, use, import, offer to sell, sell, and otherwise transfer and exploit all copyrights, inventions, and other intellectual property rights in the User Submissions in connection with the Services and Guest Innovations’ business. You also hereby grant each user of the Services a worldwide, nonexclusive, royalty-free license to access your User Submissions, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Services.

When you use the Services, you may be exposed to User Submissions from a variety of sources. You understand that Guest Innovations does not endorse any User Submission. You agree that Guest Innovations is not responsible for any aspect of the User Submissions.

You also hereby grant Guest Innovations a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable (through multiple tiers) and transferable license to use your name, your restaurant name, your restaurant logo, and your photos in marketing.

5. ACCESS TO THE SERVICE/USERS WHO VIOLATE TERMS OF USE

Guest Innovations may, at its sole discretion, disable or terminate the accounts of any persons who violate these Terms of Use.

6. ACCEPTABLE USE OF THE SERVICES

You agree that your use of the Services will, at all times, comply with all applicable laws. You acknowledge that laws vary from jurisdiction to jurisdiction and that ultimately it is your responsibility to comply with the law and to use the Services in compliance with the law. You also acknowledge that some of the features that the Services provide may not be lawfully used in some jurisdictions, you have the sole responsibility for ensuring that your use of the Services complies with the law, and that Guest Innovations does not and cannot provide you with legal advice on complying with the law. In addition, in connection with your use of the Services, you will not, without our written authorization:

• use the Services for any purpose other than for using the features we intentionally make available to you;
• copy, download, or distribute any part of the Services in any form or medium;
• alter, modify, or make derivative works from any part of the Services;
• resell or attempt to license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party, all or any part of the rights granted to you under these Terms of Use;
• resell or attempt to license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any Content;
• provide false personal information;
• create an account for anyone other than yourself without permission, unless you are an administrative user;
• create another account without our permission, if we have disabled your account;
• share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account;
• assign or transfer your account or login information to anyone;
• use web crawlers, automatic indexers, and other such devices in connection with the Services; provided, however, that general purpose Internet search engines and noncommercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Services are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent;
• post, transmit, or submit any confidential (including social security or alternate national identity numbers, non-public phone numbers or non-public email addresses, but excluding your or any other person’s credit card information), false, misleading, unlawful, infringing, threatening, abusive, harassing, libelous, defamatory, discriminatory, obscene, offensive, inflammatory, scandalous, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate the law;
• upload, download, post, email or otherwise transmit any material that may infringe copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights of any party;
• upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
• use the Services in any manner that could damage, disable, overburden, or impair them or interfere with any other party’s use of them;
• circumvent any access limiting features of the Services;
• facilitate gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize;
• impersonate or misrepresent any person or entity or your affiliation with someone else;
• collect personally identifiable information of other users, unless you are an administrative user;
• harvest information about users for the purpose of sending, or to facilitate the sending of, unsolicited communications;
• remove, modify, disable, block, obscure or otherwise impair any advertising in connection with the Services;
• solicit other users to join, become members of, or contribute money to any online service or other organization;
• post or transmit any viruses other malware in connection with the Services;
• upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
• stalk or otherwise harass any person or entity;
• harm minors in any way;
• use any discussion functionality to advertise or perform any commercial solicitation.

Guest Innovations may cooperate with any law enforcement authorities or court order requesting or directing Guest Innovations to disclose the identity of anyone violating these Terms of Use.

Guest Innovations believes in children’s online safety and does not wish to receive information regarding children under 16 years old. Therefore, you may not post or submit any personally identifiable information of a child under 16 years old or information sufficient to locate such a child on or through the Services. If you are under 16 years of age, then please do not attempt to submit any information to or use the Services.

7. INTELLECTUAL PROPERTY

Everything you see, hear, or otherwise experience in the Services, including but not limited to the graphics, videos, text, software, photographs, scripts, software screens, design elements, artwork, templates, layout designs, interactive features and the like, the concepts and ideas underlying the Services, and all statistical, analytical, and other data captured by or through the Services (collectively, “Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Guest Innovations, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Guest Innovations owns the copyright in the selection, coordination, arrangement and enhancement of the Content. Any unauthorized use of any materials on the Services may violate copyright, trademark, and other laws. GUEST INNOVATIONS, REZKU, REZKU PRIME, REZKU TABLET, REZKU POS, MAKING RESTAURANTS MORE, and WAITKU are trademarks of Guest Innovations.

8. YOUR LICENSE

If your Services account is in good standing, you are granted a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the paid-for portions of the Services for the sole benefit of your business during the Term (as set forth in Section 13, below). With regard to the DDS (as defined in Section 27), this license shall include the ability to use the deliverables of the DDS on your public and internal websites during the Term.

You may view, copy, and print pages from the Services for your personal use. Otherwise, however, the Services may not be copied, downloaded, modified, reproduced, distributed, published, performed, streamed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Guest Innovations reserves all rights not expressly granted in and to the Services and Content. You agree not to use, copy, download, or distribute any of the Content other than as expressly permitted herein, including any use, copying, downloading, making derivative works from, or distribution of User Submissions of third parties obtained through the Services for any commercial purposes. You may not incorporate the Content into, or stream or transmit the Content via any hardware or software application or make it available via frames or in-line links unless expressly permitted by Guest Innovations in writing. You may not create, recreate, advertise or distribute an index of a significant portion of the Content unless authorized in writing by Guest Innovations. You may not build a business using the Content, whether or not for profit. If you copy or print pages of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content therein, nor may you scrape or use any automated extraction methods to obtain Content or data from the Services.

9. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT

If you are an intellectual property owner (including any individual with respect to the individual’s right of publicity) or an agent thereof and believe that either (1) any Content or User Submissions on the Services or (2) any material or activity contained on an online location to which Guest Innovations has referred or linked users, infringes upon your rights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) & 512(d) for further detail):

1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works on the Services;
3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (or in the case of referrals or links that are claimed to lead to infringing material or activity, identification of the reference or link that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate that reference or link);
4. information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
5. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

10. DMCA NOTIFICATIONS

Notification pursuant to the DMCA should be submitted to:

DMCA Manager
Guest Innovations, Inc.
2480 Natomas Park Drive, Suite 250
Sacramento, CA 95833
530-298-7219
dmca@guestinnovations.com

11. MESSAGING AND ADVERTISING

If you provide patron or restaurant employee contact information, such as phone number or email address, the Services allow you to send SMS message notifications and other notifications to such individuals. You acknowledge and agree that you are solely responsible for obtaining consent from patrons and restaurant employees to (i) input their personal information into the Services, and (ii) contact them via SMS message or other notification and for complying with all text, email, and advertising laws and regulations.

12. USING THE SERVICES

1. Account Requirements. To use the Services, you will be required to provide your name, email address, and password, to have an active merchant services account with a merchant services provider, and to have a restaurant located in the United States or Canada.
2. Employee Accounts. Each employee should be given a unique user pin. Each pin can be associated with permissions that allow or disallow that specific user access to certain functions and settings. You are responsible to set and restrict the permissions of each user. You are responsible for determining employment-related laws that apply to your employees and setting up your Services account accordingly.
3. Hardware/Network Connection. You acknowledge and agree that you are responsible for obtaining and operating all computer hardware and network hardware and services, including a reliable internet connection (“Connection”) needed to use the Services. We recommend that you: purchase card readers, printers, cash draws, and POS router switches from us to help ease of installation, operation, and so that our support staff may help you to trouble-shoot your POS network remotely (purchases of this hardware through a party other than us may not be supported by our support team for troubleshooting or set-up); and purchase iPads directly from Apple (using the latest iPad technology with most up-to-date iOS version). iPads should be used solely for the Services (no third-party software should be used on the same iPad). If you purchase hardware from third parties, you are responsible for setting it up. If you need assistance from us in connection with hardware from a third party, we may charge an additional setup fee. You use third party hardware at your own risk.
4. Offline Mode. If you temporarily lose your Connection, the Rezku POS App may contain a feature that allows you to temporarily operate certain elements of the Services and maintain data relating thereto, such as accepting credit and debit cards and storing transaction and card information, to process transactions once your Connection is restored (“Offline Mode”). However, Offline Mode contains inherent limitations. Offline Mode will not provide you with confirmation that a credit card transaction is authorized, approved, or declined until your Connection is restored. You must establish a Connection within forty-eight (48) hours of your Connection loss to (1) process card transactions collected during the loss, and (2) synchronize or execute any other transactions that occurred during the loss that require a Connection. Offline Mode may not maintain the Services, transaction or card information, or operate forty-eight (48) hours after the Connection loss. In addition, while in Offline Mode, you may not have access to or use of certain services that are normally available when you have a Connection. You acknowledge and agree that you are solely responsible for and assume all legal and financial responsibility for activity that occurs during offline mode, including transactions and card processing. Guest Innovations does not guarantee or assume any liability for your transactions in connection with offline mode.
5. Setup/Training. If you seek assistance from Guest Innovations in connection with setting up hardware or software or training users to use the Services, you understand that such services will be provided remotely unless specifically noted otherwise on your invoice. All travel charges must be prepaid in full.
6. Bar Tab Feature. You acknowledge and agree that you are solely responsible and assume all risk and liability when using the Services’ bar tab feature. Pre-authorizing credit card transactions can increase your liability with regard to charge backs and cards not being successfully charged for the full amount of the transaction. As the bar tab increases, the Services do not re-authorize the higher amount of the bar tab; this can result in credit cards not being able to be charged for the full amount of the transaction. You should always settle a bar transaction before the guest leaves your establishment. If you leave a tab open it will be charged a tip amount explained in the app or 20%.
7. Taxes, Fines, Fees, Tips. You acknowledge and agree that you are solely responsible for and assume all legal and financial responsibility for taxes, fines, fees, and associated losses. You agree to indemnify, defend, and hold the Guest Innovations Parties harmless for any and all liability concerning taxes, fines, fees, and associated losses.

13. PAYMENT SERVICES

1. Term of Agreement. This Agreement binds you on the earlier of your execution of an Order Form to this Agreement or our provision to you of the Services. Unless otherwise stated in the Order Form or other writing signed by us, the initial term (“Initial Term”) of this Agreement is 3 years (36 months). Following the end of the Initial Term and any renewal term, the Agreement automatically renews for periods of 12 months (each a “Renewal Term”), unless either party gives written notice of its intent to terminate or not renew the Agreement at least 90 days before the then-current term expires. The Initial Term together with the any Renewal Term(s) are referred to as the “Term” of this Agreement. If you have a Rezku Capital loan from Adyen, the then-current Term of this Agreement shall be automatically extended until all such loans are repaid in full.
2. Paying for Services - Subscription Fee and Charges. You agree to pay and authorize us to charge your credit card or bank account on file with us for one-time and recurring fees, charges, costs and expenses for and related to the Services and hardware purchased from us as set forth in Section 12 of these Terms and Conditions, when they become due, which include, but are not limited to, set-up and monthly subscription fees (the “Fees”). Fees set forth in an Order Form may be amended by us and where you use Services or purchase hardware not listed on an Order Form, you will be charged our then-current price for such services and/or hardware as part of the Fees. You are responsible for all taxes applicable to the Fees in any applicable jurisdiction. We may offset and have you pay any amounts you owe under this Agreement out of the money you are paid through your merchant account. You agree not to unreasonably dispute charges or automated recurring payments and you further agree to pay all fees and costs associated with any unsubstantiated chargeback requests. If you request a chargeback for Fees billed to you with your credit or debit card company without first contacting us in writing in an attempt to resolve the matter, your account will be charged a one-time $299 chargeback fee. In addition, your account may be permanently closed. We do not provide refunds or partial refunds for software charges, including but not limited to monthly or yearly subscription fees, setup fees, travel fees and/or menu building fees. We may change the Fees we charge for our services for any Renewal Term. At least 30 days before pricing changes become effective, we will post pricing changes at Rezku.com/POS/Standard-Pricing or will notify you of pricing changes by email or other communication. Continued use of the Services following the effective date of such pricing changes will be deemed an acceptance of the new pricing unless you terminate your account prior to the effective date of the new pricing. In the event your payment information cannot be verified, is invalid, is over-limit or is not otherwise acceptable, Guest Innovations may, at its discretion (i) suspend or cancel your access to the Services without notice; (ii) generate invoices for payment; or (iii) pass through to you any fees incurred by Guest Innovations as a result of a rejected payment attempt (including but not limited to ACH rejection fees). You agree to pay all collection costs, including reasonable attorney’s fees for the collection of unpaid balances.
3. Processing Compliance. This section shall apply if you elect to charge your customers a fee or other amount based on the method of payment used by the customer (i.e., customer’s use of a credit card to pay for the good or service) (“Surcharge”), implement a program where you show offer cash and non-cash prices to your customers (“Dual Pricing Program”) or implement a program whereby the cost of any good or service sold is reduced if the customer pays with cash or other non-credit card payment method (“Cash Discount Program”). You agree to be solely responsible for ensuring that your implementation and use of any Surcharge, Dual Pricing Program and/or Cash Discount Program complies with, and you agree to comply with, all applicable federal, state, local, and international laws and regulations, and all rules promulgated by any regulatory authority or any payment card network (“Rules”), in each case as amended from time to time by relevant authority. You are also solely responsible for ensuring your implementation of a Surcharge, Dual Pricing Program and/or Cash Discount Program does not violate the terms of your agreement with your payment processor (“Merchant Agreement”). For the avoidance of doubt, we will not provide any oversight, guidance, assistance, management, education, or advice to you with respect to the applicable laws or Rules that may govern any Surcharge, Dual Pricing Program or Cash Discount Program. You agree and acknowledge that we do not practice law and cannot provide you with any legal advice or guidance with respect to your Surcharge, Dual Pricing Program, or Cash Discount Program.
4. Credit Card Processing.

   You agree to do all of your credit card processing through our designated its processor(s) and bank(s) (“Preferred Processors”). If you use a third party other than the Preferred Processors to process your credit card processing, you agree to pay us an additional $149.00 per month as part of your Fees. You authorize us to have continuing and complete access to the information and activity in and under your Sub-Merchant Processing Agreement and hereby authorize and the Preferred Processors and other third parties under such agreement to provide us such information and transaction activity. Furthermore, you agree that you are solely responsible for all losses of any kind, including but not limited to (a) credit, chargeback, and fraud losses, and card network assessments that we or the Preferred Processors or other third parties may incur in connection with your transactions; and (b) any fines, fees, assessments, or other costs or liability we or the Preferred Processors or other third parties may incur as a result of your violation of applicable law or network rules under this Agreement or the Sub-Merchant Processing Agreement.

   The term “Actively Processing” for the purposes of this Agreement shall mean you process bona fide transactions representing a minimum monthly average of $8,000 in transaction volume.

   You agree to pay us the following additional fees and costs if applicable. Your deposit will be made by the processor to your bank. However, we cannot control when your bank makes those funds available to you.

   • Transmission & Security Fee (This is the batch, security, and gateway fee charged each time you batch payments to be sent to the processor.)
   • Monthly Minimum Fee (This is the minimum fee for processing each month.)
   • Chargeback Fee (This fee is accessed with each chargeback.)
   • ACH Chargeback Fee (This fee is accessed with each ACH reject from your bank.)
   • Next day funding (Your deposit will be made to your bank the next business day after clearing processing. Usually, it is one business day before you would usually get your funding.)
   • Super quick funding (Your deposit will be made the same business day that it clearing processing. This will usually the same business day or within 12 hours of the same business day that it is processed.)
5. Patron Payment Services. The Rezku POS App allows patron users to pay their bill at participating restaurants. As a courtesy, we will email a receipt to the email address associated with a patron user upon completion of a transaction. You may print and save copies of these receipts. If a patron user would like a paper receipt, they must request one from the restaurant at the time of the transaction. Restaurant Users are responsible for determining how to comply with payment, tax-related, and other laws and regulations in their location(s), setting up their Services accounts accordingly, and paying all fees including but not limited to taxes, import fees, customs fees, duty fees, fines, and assessments. Further, you agree to comply with applicable laws, including but not limited to, opt-outs requirements and you having the prior express written consent from patron sent emails and you agree to have such patron consent prior to sending any emails using the email receipt feature and that we are in no way responsible for your compliance with these laws.
6. Gift Cards. We recommend that you purchase gift cards from us. The Services are designed to work with gift cards provided by Guest Innovations and may not function with third party gift cards.
7. Rezku POS Service – Temporary Hold on Account. You may put your account on a temporary hold for a maximum of 3 months per calendar year at the following rates: $39 to put account on hold; $39 to reactivate account at end of hold; and $29 per month while account is on hold. The Term of the Agreement will be automatically extended for the period your account is on hold. Please contact us at support@rezku.com to arrange for a temporary hold on your account. In the hold request, please include your name, restaurant name, address, phone number, and the product you wish to place on hold.
8. Rezku POS Service – Account Transfer. Subject to Section 19 of these Terms of Use, you may transfer your account to another business as part of a merger or acquisition of your business. For any permitted transfer, the transfer fee is $199.00. Please contact us at support@rezku.com to arrange for an account transfer. In the transfer request, please include for the current licensee: your name, restaurant name, address, phone number, the product you wish to transfer, and for the new licensee: a contact name, restaurant name, address, and phone number. You agree that unless and until your account and the Agreement is transferred to a third party as set forth in this section, you remain responsible under this Agreement, including the payment of Fees.
9. Rezku POS Service – Account and Agreement Termination/ Reinstatement. Pursuant to the advance notice requirements set forth in Section 13(a) of these Terms of Use, you may terminate all or a portion of your Services subscription and/or Agreement at any time at the end of the Term by completing and emailing us a signed a cancellation form (the “Cancellation Form”). You may request a copy of a template Cancellation Form by email to support@rezku.com. You agree to use the Cancellation Form as the sole means to terminate all or a portion of your Services subscription and/or Agreement. Thereafter, at the end of the Term, your access to the Services will terminate and you will no longer have access to the Services or the data in your account. You will not receive a pro-rata refund or credit of monthly or other periodic Fees paid for a termination made within such period. If you cancel your account, we may restrict or block services to you in the future. If you wish to reinstate your account after you or we cancel your account, you will be charged a $299 reinstatement fee. You agree that it is solely your responsibility to transfer any data in your account.
10. Rezku Capital loans from Adyen. You may not terminate the Services or this Agreement while you have an unpaid Rezku Capital loan from Adyen.
11. Early Termination. Except as stated elsewhere in this Agreement, Either you or we may terminate this Agreement at any time, for convenience and without cause, on 30 days’ written notice to the other party. If we terminate this Agreement after a breach of this Agreement by you, including, but not limited to, by ceasing or reducing its payment processing payments with us, or if you terminate this Agreement before the end of the Term, including for convenience and otherwise, without cause, you agree to pay an early termination fee of $149 plus your monthly fees multiplied by the number of months remaining until the end of the current term of the Agreement plus the dollar amount of any discounts you were provided. You agree to pay the early termination fee immediately upon termination, and you further authorize us to charge such early termination fee from your credit card on file or deduct such amount by electronic transfer from your bank account. You agree that the early termination fee is not a penalty, but rather is reasonable in light of the financial harm caused by your early termination. Other remedies we may have under this Agreement still apply. If you fail to pay the early termination fee within 90 days of termination you will owe us an amount equal to: (i) the average monthly gross card processing dollar volume under your Sub-Merchant Processing Agreement multiplied by 0.50% (i.e., 50 basis points); plus (ii) the average monthly Fees assessed to you under the Agreement for months during which you processed any transactions, (i) and (ii) each multiplied by the number of months remaining in the then-current Initial Term or Renewal Term, as applicable, of this Agreement. Notwithstanding the above, no early termination fee will be charged to the extent it is prohibited by applicable federal or state laws. Additionally, you agree to pay us: (a) any unpaid invoice(s); and (b) any damages, losses, expenses, fees, fines, penalties, and adjustments we incur in connection with the Agreement. The parties expressly agree that the damages, which you and us might reasonably anticipate to be sustained by us, are difficult to ascertain and measure because of their indefiniteness or uncertainty and that the amount set forth above is a reasonable estimate of the damages that would probably be caused and shall be due regardless of proof of actual damages. Furthermore, If you received a promotional discount for the Services and/or on any hardware purchased from us and your Agreement is terminated early by us for Cause or by you, without cause, you agree to pay us the difference between our publicized rates and the discounted rates provided to you.
12. Location Restrictions. You acknowledge that monthly subscription charges for the Services are billed on a per-location basis, and that use of the Services at more than one location without our consent and paying the associated fees for that location is grounds for suspension of such service without a refund. There is no additional charge for use of the Services on multiple devices at the same restaurant location.
13. Additional Terms for Rezku Mobile Wallet Application. We have developed and may provide certain Restaurant Users access to and use of a white labeled mobile wallet and order taking application and related services that enable patrons of restaurant to store their payment credentials within our systems for subsequent use by those patrons in transacting with and paying such Restaurant Users as part of checkout payment pages and processes using a tokenization service provided by Guest Innovations which replaces the patron/cardholder data for surrogate “Token” values for use by the Restaurant User (the “Rezku Mobile Wallet Application”). Access to the tokenization service offered through the Rezku Mobile Wallet Application requires a Restaurant User to integrate and certify its systems to the tokenization services using our provided message specifications. Message specifications are limited to those that exist in our current service offering. The Rezku Mobile Wallet Application may include additional features such as use of order and payment QR Codes and a pay by link feature whereby a Restaurant User may send a link to patrons via e-mail or SMS text message for the patron to authorize its payment transaction through the Rezku Mobile Wallet Application. Patrons’ access, use, and download the Rezku Mobile Wallet Application from the Apple or Google store websites are subject to terms of those websites, which include our current terms of use and privacy policy set forth in these Term of Use, as may be amended from time to time by us. We are a technology provider. We are not a bank, credit union, payment processor or other financial institution. Transactions using the Rezku Mobile Wallet Application are processed via the payment processor of the Restaurant User. A Restaurant User and we confirm the mutual understanding that we are each an independent data controller with respect to personal data received by us from a Restaurant User as part of a Cardholder’s sign-up process for The Rezku Mobile Wallet Application (“Cardholder Persona Data”). The terms “data controller and “personal data” have the meanings given to them in applicable European Union general data protection regulation legislation. With regard to the pay by link feature of the Rezku Mobile Wallet Application, the Restaurant User agrees to comply with applicable laws, including but not limited to, opt-outs requirements and it having the prior express written consent from patron sent texts and it further agrees to have such patron consent prior to sending any texts using the pay by link feature and that we are in no way responsible for its compliance with these laws. The Rezku Mobile Wallet Application and service described and referenced herein that may be provided to a Restaurant User and its patrons by Rezku) and/or its third-party service providers will be governed such other terms provided by us, which may include a Software as a Service Agreement – Terms and Conditions in addition to these Terms of Use.
14. Payment Services for All Users. The following conditions will apply to any transaction by a patron or Restaurant User (collectively, the “Payment Services”):
1. Payment Card Information. To use the Payment Services, you must provide account information for at least one valid debit or credit card through the Services. Guest Innovations uses this debit or credit card account information as described in our Privacy Policy. You may add, delete, and edit the debit or credit card account information you have provided from time to time through the Services. If you provide account information for more than one valid debit or credit card, you must select which debit or credit card you want to use to pay your bill.Privacy Policy
2. Authorization. To confirm that the payment card information you have provided is accurate, we will place a temporary $1.00 authorization hold on your debit or credit card at the time you provide your payment card information. After we verify that your payment card information is accurate, usually within a few days, the $1.00 hold will be removed. Your payment card will not be charged for this $1.00 authorization.
3. Payment Representations and Warranties. By providing bank, debit or credit card account information through the Services, you represent, warrant, and covenant that: (1) you are legally authorized to provide such information to us; (2) you are legally authorized to perform payments from the debit or credit card account(s); and (3) such action does not violate the terms and conditions applicable to your use of such debit or credit card account(s) or applicable law. When you authorize a payment using a debit or credit card account, you represent, warrant, and covenant that there are sufficient funds or credit available to complete a payment using the debit or credit card account. You understand and agree that we may use the information and data provided on your application with your processor and the information and data provided to us while providing the Services, including personal information, for all legal purposes, including but not limited to the collection of amounts due.
4. Verified Mobile Phone Number. For patrons to use the Payment Services, they must provide a valid mobile phone number through the Services and verify such number as instructed by us. To verify their mobile phone number, we will send them a code via SMS message or other notification to the mobile phone number they provided, and they must enter that code as instructed in the Services. If they change their mobile phone number, they must promptly provide and verify their new mobile phone number. When they or you provide their or your mobile phone number, they or you expressly consent to receive direct dial calls, autodialed and prerecorded message calls, and text messages relating to the Payment Services at that number. Restaurant Users are responsible for giving any notices and obtaining any consents required from their patrons in connection with payments.
5. Integrations. If you integrate the Services with third party services or systems, you are responsible for any fees or expenses related to such integrations.
6. Refunds/Chargebacks. Transactions conducted through the Services are NON-REFUNDABLE. We do not provide pro-rata credits or refunds. All transactions are final. You agree that you will not attempt to circumvent any refund prohibitions with regard to transactions you conduct through the Payment Services. You will not dispute or otherwise seek a “chargeback” from the company whose credit card you used to enter a transaction. Should you do so, your account may be cancelled, and we may, in our sole discretion, refuse to honor pending and future transactions made from all credit or debit card accounts on which such chargebacks have been made and may prohibit all persons in whose name the credit or debit card accounts exist and any person who accesses any associated online account or credit card or who otherwise breaches this provision from using the Services.
7. Liability Disclaimer. Guest Innovations is not liable for any payments that the payment services do not complete because: (1) your debit or credit card account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit or overdraft protection of the debit or credit card account; (2) you have not provided us with correct payment account information; (3) your debit or credit card has expired; or (4) circumstances beyond our control that prevent the completion of the transaction. To the extent that any amounts owed cannot be collected from your debit or credit card account through the Payment Services, you remain solely responsible for paying the applicable amount by other means.
8. Confirmation. If you do not receive a confirmation number (in the form of a confirmation page or email) after submitting payment information, or if you experience an error message or service interruption while using the Payment Services, it is your responsibility to confirm whether or not your transaction has been completed.
15. Fraud and Inappropriate Activity. You understand and agree that, for the prevention of fraud and other inappropriate activity in connection with your use of the Payment Services, we may, in our sole and exclusive discretion, and without advance notice: (1) use any and all information available to us for the purpose of detecting fraud and other inappropriate activity; (2) limit the size and number of transactions that are processed by the Payment Services; (3) limit, delay, or withhold credits or payouts related to transactions we have reason to suspect are fraudulent or inappropriate; (4) withdraw funds from your merchant account or any credit card or bank account on file with us for unpaid transactions or as security against chargebacks. You agree to fully and promptly respond to inquiries from us if we require any additional information to detect or investigate fraud or other inappropriate activity.

14. WARRANTIES

You warrant and represent to Guest Innovations as set out below:

1. The information provided to Guest Innovations in any registration or application screen, profile, email, postings, telephone call, or other means including all personal details, contact details, and all other data provided to Guest Innovations is true, up-to-date, and not misleading.
2. You will keep the information referred to in paragraph (a) up to date.
3. You will not access the Services under false identity or pretext and will not use them to falsify your or any other person’s identity (however, this will not prevent you from using an adopted name provided the name is used lawfully and in good faith).
4. You will use the Services lawfully and in good faith.
5. You will keep your log-in details and password secure and will not share such information with third parties.
6. You will not use the Services with a monthly subscription fee at more than one restaurant location.
7. Restaurant Users will post any signage or online notices and take any other steps required to comply with laws and regulations applicable to their businesses, including but not limited to the cash discount program.

15. DISCLAIMER OF WARRANTIES

You agree that your use of the Services shall be at your sole risk. The Services are provided to you on an “as is” and “as available” basis. The Guest Innovations Parties, Google, and Apple give no warranty nor make any representation in relation to the Services or the content. The Guest Innovations Parties, Google, and Apple expressly disclaim all warranties, including implied warranties, to the fullest extent permitted by law. The Guest Innovations Parties, Google, and Apple assume no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever (including, without limitation, data loss or corruption), resulting from your use of the Services, (iii) unauthorized access to or use of our servers and/or any and all personal information and/or information stored therein, (iv) interruption or cessation of transmission to or from the Services, (v) malware transmitted through the Services by any third party, and/or (vi) loss or damage incurred as a result of the use of any content made available via the Services. You acknowledge that the Guest Innovations Parties, Google, and Apple have no control over and do not guarantee the quality, safety, or legality of goods or services provided by restaurants, hotels, or advertisers, the truth or accuracy of any restaurants, hotels, or advertisers’ content or listings, or the ability of any restaurant, hotel, or advertiser to perform, or actually complete a transaction or service.

16. INDEMNITY

You agree to indemnify, defend and hold harmless the Guest Innovations Parties, Google, and Apple from and against any claim, loss, obligation, demand, damage, cost, liability, expenses, and attorney’s fees arising to any of the Guest Innovations Parties and Apple as a result of any claim, demand or proceedings brought or threatened against the Guest Innovations Parties, Google, or Apple in connection with (1) your use of, access to, or misuse of the Services and/or products purchased through them; (2) your breach of these Terms of Use; (3) your violation of any applicable law, regulation, or third-party right (including rights under contracts and under payment card rules) in connection with your use of the Services; (4) any claim that one of your User Submissions infringed the rights or caused damage to an indemnified party or a third party; (5) any transaction you conduct as a result of the contact facilitated by the Services; (6) any activity by you or any other person accessing the Services using your Google or Apple ID, account, telephone number, email address, or other internet account; (7) your breach of any payment card rules or merchant agreement; or (8) your submission of fraudulent or inappropriate transactions.

You hereby agree and consent to receive text message notifications, emails, or other notifications that are sent via the Services.

17. LIMITATIONS ON LIABILITY

In no event shall the Guest Innovations Parties, Google, or Apple be liable to you or any third party for any direct, indirect, incidental, special, punitive, or consequential damages (including any loss of profits or savings or anticipated profits or savings, loss of data, loss of opportunity, loss or reputation, goodwill or business, even if the Guest Innovations Parties, Google, or Apple have been advised of the possibility of such damages in advance) arising out of or related to the Services or third-party products or services regardless of the theory under which such damages are sought.

The Guest Innovations Parties’ maximum aggregate liability under these Terms of Use or in relation to the Services and any products purchased from or through Guest Innovations, regardless of legal theory, will be limited to $50 USD.

The Guest Innovations Parties, Google, and Apple will have no liability whatsoever for any damage, liability or loss that you may incur, or to any other undesirable consequences, resulting from: (1) any suspension or disruption of the Services, including where such suspension or disruption results from the Guest Innovations Parties’ negligence, (2) any errors, mistakes, or inaccuracies of content, (3) personal injury, property loss, or property damage, of any nature whatsoever, resulting from your access to and use of the Services, (4) unauthorized access to or use of Guest Innovations’ servers and/or any and all information stored thereon, (5) interruption or cessation of transmission to or from the Services; (6) malware transmitted through the Services by any third party, (7) User Submissions or third party websites or apps; (8) your breach of these Terms of Use or any representation or warranty herein; or (9) any loss or damage of any kind incurred as a result of your use of any content, your business transactions, or your interactions with any restaurants, hotels, or advertisers, wherein such content or advertisement is posted, emailed, transmitted, or otherwise made available via the Services, regardless of legal theory, and whether or not the Guest Innovations Parties are advised of the possibility of such damages. The foregoing limitations of liability will apply to the fullest extent permitted by law.

BY AGREEING TO THESE TERMS OF USE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Any claims relating to use of the Services and/or products purchased by or through Guest Innovations must be bought within one year from the date the cause of action arose. You agree that any Claims brought after such period are irrevocably waived. The Services are controlled and offered by Guest Innovations from its facilities in the United States of America. Those who access or use the Services do so at their own volition and are responsible for compliance with local and all other applicable laws, restrictions, and regulations.

A party will not be in breach of these Terms of Use, nor liable for any failure or delay in performance of any of its obligations under these Terms of Use where such failure or delay arises from or is attributable to acts, events, omissions or accidents beyond its reasonable control including an act of God, fire, flood, earthquake, windstorm or other natural disaster, explosion or accidental damage, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion or riots, shortage of raw materials or supplies, industrial action or strike, power cuts, or electronic or communication network breakdowns (“Force Majeure Events”). In the event of a Force Majeure Event affecting the provision of the Services by Guest Innovations, Guest Innovations will use reasonable efforts to notify users through the Services, its website, or email.

18. POST, ARTICLES, AND BLOGS

You acknowledge that all content in the Services and associated blog posts are not to be considered business, legal, or accounting advice. You further agree to hold the Guest Innovations Parties harmless from any and all claims resulting from your use of or reliance on such content or blog posts.

19. ASSIGNMENT

The Terms of Use, and any rights and licenses granted hereunder, may be transferred or assigned by you only with Guest Innovations’ prior written consent, but may be assigned by Guest Innovations without restriction and without notice to you.

20. CLASS ACTION WAIVER

ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL LEGAL ACTION. YOUR ACCESS AND CONTINUED USE OF THE SERVICES SIGNIFIES YOUR EXPLICIT CONSENT TO THIS WAIVER.

Neither Guest Innovations nor you will seek to have any dispute heard as a class action, a class-wide arbitration, a private attorney-general action, or any other proceeding in which either of Guest Innovations or you act(s) or propose(s) to act as a representative for others. Guest Innovations and you also agree that no arbitration or other proceeding will be combined with another arbitration or proceeding without the written consent of Guest Innovations, you, and every other party to that arbitration or proceeding. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, notwithstanding anything else to the contrary in these Terms of Use, neither you nor we are entitled to arbitration; instead, all claims and disputes will be resolved in a court as set forth in Section 25 of these Terms of Use. Any disputes related to the interpretation, enforceability, or scope of this class action or class-wide arbitration waiver are to be decided by a court of competent jurisdiction, as set forth in Section 25, and not the arbitrator, who shall have no power to decide issues of class arbitrability.

21. DISPUTE RESOLUTION

Guest Innovations wants to address your concerns without the need for a formal legal case. Before filing a claim against Guest Innovations, you agree to try to resolve the dispute informally by contacting dispute@rezku.com and providing a description of the dispute and supporting documentation. We will try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or Guest Innovations may bring a formal proceeding.

All claims and disputes, including all claims and disputes arising out of or relating to these Terms of Use or your use of the Services will be finally resolved by binding arbitration on an individual basis, except that you and Guest Innovations are not required to arbitrate any dispute in which either party seeks equitable relief for alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. This means that, except for the equitable relief described in the previous sentence, neither Guest Innovations nor you will seek relief in court before a judge or jury, unless you opt out of arbitration as provided below. Guest Innovations and you are also agreeing that no dispute subject to the terms of this Section will be resolved as a class. Instead, one neutral arbitrator will decide the dispute, and the arbitrator’s decision will be final, except for a limited right of appeal under the Federal Arbitration Act (“FAA”). The arbitrator may award declaratory or injunctive relief only for the individual claims between Guest Innovations and you.

22. ARBITRATION PROCEDURE

The arbitrability of disputes arising under these Terms of Use shall be determined under the FAA, not state law, and the arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with its rules of practice and procedure (the “Rules”), except to the extent they conflict with these Terms of Use. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The AAA Consumer Arbitration Rules are available online at www.adr.org, or by calling AAA at 1-800-778-7879. Any claims or disputes involving less than USD $25,000 may be resolved through binding non-appearance-based arbitration. For claims or disputes where the amount sought is USD $25,000 or more, the right to an in-person oral hearing will be determined by the Rules. The arbitrator will be bound to follow applicable federal and state laws and regulations in deciding all issues and in rendering any award. Guest Innovations and you will be entitled to invoke the rules of discovery applicable to state court proceedings. The arbitration proceedings will be conclusive and not appealable, and any party to any award rendered in any arbitration proceeding will be entitled to have judgment entered on that award. The number of arbitrators shall be one, selected in accordance with the Rules, and the language of the arbitration will be English. The parties agree that digital and faxed signatures will be accepted as valid.

Unless non-appearance arbitration is elected, the arbitration will be held in Sacramento County, California. If non-appearance arbitration is elected, the arbitration will be conducted by written submissions, and the arbitration will not involve a personal appearance by parties or witnesses, unless the parties mutually agree otherwise. Guest Innovations and you will pay administrative and arbitrator’s fees in accordance with the Rules. The arbitrator may not award or assess punitive damages against either party.

No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential, and may not be disclosed, except by written agreement of the parties, pursuant to court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this arbitration agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

You may opt out of the arbitration provisions set forth above by sending a written notice of your decision to opt out in accordance with this Section. If you do so, neither you nor Guest Innovations shall be entitled to force the other party to arbitrate. To opt out, you must notify Guest Innovations in writing no later than thirty (30) days after first becoming subject to these Terms of Use. Your notice must include your name, address, telephone number, and email address you used in connection with the Services, and an unequivocal statement that you want to opt out of this arbitration. Send your notice to: Guest Innovations, Inc., 2480 Natomas Park Drive, Suite 250, Sacramento, CA 95833. In the event of a dispute between you and Guest Innovations, to invoke your opt-out right, you must retain a copy of your opt-out notice, as well as proof of mailing of your opt-out notice within the prescribed period.

If you elect to opt out, each of you and Guest Innovations irrevocably (i) consents to the exclusive jurisdiction and venue of the state and federal courts in Santa Clara County, California, in connection with any matter arising out of these Terms of Use, (ii) waives any objection to such jurisdiction or venue, (iii) agrees not to commence any legal proceedings related hereto except in such courts, and (iv) consents to and agrees to accept service of process to vest personal jurisdiction over it in any such courts.

This Section may be amended from time to time in accordance with Section 1 of these Terms of Use. If you did not opt out of mandatory arbitration as provided above, you may reject any change we make to this Section by sending us notice within thirty (30) days after first becoming subject to the amended Terms of Use. Send your notice rejecting changes to this Section to: Guest Innovations, Inc., 2480 Natomas Park Drive, Suite 250, Sacramento, CA 95833. In the event of a dispute between you and Guest Innovations, to invoke your right to apply an earlier version of this Section, you must retain a copy of your rejection notice, as well as proof of mailing of your rejection notice within the prescribed period.

In the event of termination of the Services, this mandatory arbitration provision and the class action waiver set forth in Section 20, above, shall survive.

23. SUBPOENA FEES

If Guest Innovations receives a subpoena related to your account, then we may charge you for our costs in responding to the subpoena. These costs may include attorney and employee time spent retrieving records, preparing documents, and participating in a deposition.

24. EXPORT CONTROL

Software and the transmission of applicable technical data, if any, in connection with the Services may be subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States and the country in which you reside.

25. GENERAL

These Terms of Use and the Order Form constitute the entire agreement between the parties and supersede all other agreements, statements, and other arrangements between the parties in relation to the subject matter hereof. In the event there is a conflict between the Order Form and these Terms of Use, the term stated in the Order Form shall control. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction, to be invalid, void, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement. Each party acknowledges that it has not relied on or been induced to enter these Terms of Use by a representation other than those expressly set out in these Terms of Use. Except as to Google-related and Apple-related parties, there shall be no intended third-party beneficiaries of these Terms of Use. No modification, alteration or waiver of any of the provisions of these Terms of Use will be effective unless in writing and signed on behalf of each of the Parties. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Guest Innovations’ failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. You agree that the Services shall be deemed solely based in California, United States of America and the Services shall be deemed a passive service that does not give rise to personal jurisdiction over the Guest Innovations Parties in jurisdictions other than California.

Except a stated in Section 22, These Terms of Use shall be governed by United States and California law, without regard to its conflict of law provisions, and the Parties submit to the exclusive jurisdiction of the state and federal courts in Sacramento County, California, in relation to any dispute between them arising out of the subject matter of these Terms of Use.

If you use the Services from an online store provided by Google, you acknowledge and agree that Google has no responsibility for the Services or any content therein.

If you use the Services using an Apple device, You and we also agree to be bound by the below terms required by Apple (“Apple Required Terms”):

1. Acknowledgement: Guest Innovations and you acknowledge that the Terms of Use are concluded between Guest Innovations and you only, and not with Apple, and Guest Innovations, not Apple, is solely responsible for the Services and the content thereof.
2. Scope of License: The license granted to you for the Services is limited to a non-transferable license to use the Services on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service, except that the Services may be accessed, acquired, and used by other accounts associated with you via Family Sharing or volume purchasing.
3. Maintenance and Support: As between Apple and Guest Innovations, Guest Innovations is solely responsible for providing maintenance and support services, if any, with respect to the Services, as specified in the Terms of Use, or as required under applicable law. Guest Innovations and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.
4. Warranty: As between Apple and Guest Innovations, Guest Innovations is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the relevant App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Guest Innovations’ sole responsibility.
5. Product Claims: Guest Innovations and you acknowledge that Guest Innovations, not Apple, is responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of that Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
6. Intellectual Property Rights: Guest Innovations and you acknowledge that, in the event of any third-party claim that the Services or your possession and use of the Services infringes that third party’s intellectual property rights, to the extent a warranty of non-infringement is not validly disclaimed, Guest Innovations, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
7. Legal Compliance: you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
8. Developer Name and Address: Guest Innovations may be contacted at 530-298-7219 or info@rezku.com in connection with any questions, complaints or claims with respect to the Services.
9. Third Party Beneficiary: Guest Innovations and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the Terms of Use, and that, upon your acceptance of the Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Use against you as a third party beneficiary thereof.

26. CONTINUING GUARANTY

This Section (“Continuing Guaranty”) applies to each person who signs this Agreement as a Guarantor (each a “Guarantor”). To induce us to enter the Agreement, each Guarantor jointly and severally guarantees the prompt and full payment of all Obligations (defined below) when due.

1. Obligations. The word “Obligation” is used in its most comprehensive sense. It includes all indebtedness, debts, and liabilities (including but not limited to, principal, interest, late charges, collection costs, attorneys’ fees, and the like) that you owe us, whether you created the obligation alone or with others, and whether you are primarily or secondarily responsible. Obligations can be secured or unsecured, absolute or contingent, liquidated or unliquidated, and direct or indirect. Obligations can be evidenced by note, draft, a guaranty agreement, or otherwise. Obligations can exist now or arise in the future. It includes all payment obligations, indemnification obligations, and indebtedness you owe us arising from or related to the transactions or Services under this Agreement.
2. Promise. Guarantor promises to pay any Obligation that you have not promptly paid when due. Guarantor promises to pay irrespective of our actions or inactions regarding the Obligations, or whether we have enforced any security interest created under this Agreement. Guarantor further promises to pay irrespective of the invalidity, insufficiency, or unenforceability of any Obligation. Guarantor’s obligations shall not be affected, modified or impaired by any counterclaim, setoff, deduction or defense based upon any claim the Guarantor may have against you (the restaurant) or us, except payment or performance of the Obligations.
3. Notice, Changes, Defenses, Setoff and Security Interest. Guarantor waives ‘notice of any acceptances of this Continuing Guaranty. Guarantor waives presentment, demand, protest, notice of protest, and notice of dishonor or other nonpayment of any Obligations. Further, Guarantor waives notice of sale or other disposition of any collateral or security we now hold or later acquire. The duties of Guarantor shall not be released, discharged, or modified by: (i) our extending the time for payment (for you or Guarantor); or (ii) our delay or omissions in exercising any rights, taking any actions, or pursuing any remedies against you or Guarantor. Guarantor agrees that we may release or modify any collateral, security, or other guaranties without notice or consent from Guarantor and without modifying Guarantor’s duties to us. This is a guaranty of payment and not of collection. We have no obligation to demand or pursue any rights against you, anyone else (including another Guarantor), or to exhaust any rights or remedies related to any collateral, security, or other guaranties before demanding payment from Guarantor. Guarantor waives all defenses based on suretyship or impairment of collateral. Following a default under this Agreement, we may apply and/or setoff against amounts due to us any deposits, account balances, or other credits of Guarantor in our possession. Guarantor grants us a security interest in the items just described.
4. Joint and Several Liability, Successor and Assigns, Other Terms. The obligations of any Guarantor shall be joint and several with you and any other Guarantor(s) under this Agreement. The property described in any collateral security documents Guarantor provides, whether previously, contemporaneously, or in the future, secures this Continuing Guaranty. This Continuing Guaranty shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, transferees and assignees.

27. VALUE-ADDED SERVICES

1. Business Consulting Services. We may offer you business-relating consulting services (“BCS”) as a value add to the Services. In such event, the BCS shall be regarded as a component of the Services, and, consequently, your use of our BCS shall be subject to the same terms as are applicable to your use of the Services as set forth herein. You acknowledge and agree that we make no guarantees, warranties, or representations regarding any specific results or outcomes that may be obtained from the BCS or your use of them. Any projections or estimates that we provide are for illustrative purposes only. You agree that, when you use the BCS, you accept all risk associated with your performance.
2. Email and Text Message Marketing Services. As part of the Services, you may be able to take advantage of optional value-added features to enable you to engage in email and text message marketing (“ETMM”). In such event, ETMM shall be regarded as a component of the Services, and, consequently, your use of our BCS shall be subject to the same terms as are applicable to your use of the Services as set forth herein. You acknowledge and agree that (a) it is your sole responsibility to ensure that your use of the ETMM complies with applicable law, including the Telephone Consumer Protection Act, the CAN-SPAM Act, and their state-law counterparts; (b) you are solely responsible for the content of your email and text messages; and (c) we make no guarantees, warranties, or representations regarding any specific results or outcomes that may be obtained from the ETMM or your use of them. Any projections or estimates that we provide are for illustrative purposes only.
3. Design and Development. We may offer to do design and development services (“DDS”) relating to your website and employee training materials. In such event, DDS shall be regarded as a component of the Services, and, consequently, your use of the DDS shall be subject to the same terms as are applicable to your use of the Services as set forth herein. In connection with the DDS, you may provide content relating to your business to Guest Innovations for incorporation or other use in connection with the DDS. All such content shall be considered “User Submissions” as set forth herein. All content that we develop for you shall remain our intellectual property; your right to use such content shall be incorporated into and coterminous with your license to use the Services set forth in Section 7. You acknowledge and agree that we do not and have no responsibility to preserve your website or other materials as they existed prior to our performance of the DDS. You also understand that our DDS services are based on the use of pre-developed templates; any custom development services we provide will be billed to you on an hourly basis at our then-current rate for such custom development services.
4. Web Hosting. We may offer to host your website as part of the Services. In such event, the Web Hosting shall be regarded as a component of the Services, and, consequently, your use of the DDS shall be subject to the same terms as are applicable to your use of the Services as set forth herein. We disclaim any warranties relating to the Web Hosting as set forth in Section 15, above. You shall be solely responsible for purchasing and maintaining any domain names used in connection with the Web Hosting.