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Restaurant Terms and Conditions

SEATED RESTAURANT TERMS OF SERVICE

Last Updated: June 5, 2026

These Restaurant Terms of Service (“Terms”) are an agreement between the Restaurant (“you” and “your”) and Seated Technologies, Inc. (“Seated,” “we,” “us,” or “our”), the owner and operator of the Seated mobile application (“App”), website available at getseated.seatedapp.io, and associated services offered by us or our Service Partners (collectively, the “Service”). These Terms apply to the Restaurant’s (“the Restaurant,” “you” or “your”) participation on the Service.

Certain of the services offered as part of the Service may be operated by third parties with whom we have a business and contractual relationship (“Service Partners”).

1.        YOUR ACCOUNT

1.1.      Registration. To register an account on the Service, the person creating the account must be at least 18 years of age and agree to these Terms on behalf of the Restaurant. The person creating the account represents and warrants that he or she is an authorized representative of the Restaurant with all necessary power and authority to bind the Restaurant to these Terms. You may create an account by completing the registration process set forth on the Service. You are responsible for providing and maintaining accurate contact information for your restaurant, including a contact name, email address, mailing address, phone number, payment information (which may include your bank routing and account numbers if you chose to pay by ACH debit), and the merchant IDs assigned to your business by each of the card networks. You may access, and request edits and updates to your account information at any time through the Service’s account management feature, or by emailing us at partnerships@seatedapp.io.

1.2.      Communication Methods. By using the Service, you agree that we may communicate with you electronically regarding administrative, security and other issues relating to your use of the Service. Communication will be made primarily through use of your phone number and email address. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. To withdraw your consent from receiving electronic notice, please notify us at partnerships@seatedapp.io.

1.3.      Telephone Calls. For quality assurance purposes, we may record the telephone calls we have with you, and you hereby consent to our recording of such calls for such purpose and agree to provide notice to each of your employees that may be answering phone calls at your restaurants of this provision.

1.4.      License to Your Marks. You hereby grant us a non-exclusive, worldwide, transferable, royalty-free license (with the right to sublicense to our Service Partners) to use your trademarks, service marks, logos, and trade names (collectively, “Marks”), and to use, copy, modify, distribute, publicly perform, transmit and publicly display any other information or materials about your restaurant (such as menus, photographs, descriptions, etc.) that you, or third parties, provide to us under these Terms (collectively, “Content”), in each case, for the purpose of featuring your restaurant on the Service and marketing our Service generally. Any use of your Marks will be in accordance with any written trademark usage guidelines you provide to us, and any enhancement of the goodwill associated with your Marks resulting from our use thereof will inure solely to your benefit. Additionally, you acknowledge and consent to our identification and use of your Merchant ID Number as created by our partner payment card companies (“MID”), as necessary for transaction matching and billing purposes in connection with the Service.

1.5.      Financial Responsibility. The person(s) or the corporation, partnership, limited liability company, or other legal entity that owns the Restaurant is legally and financially responsible for all participation on the Service as well as the use of the Restaurant’s account by others affiliated with the Restaurant, including any employees, agents or contractors, and the owner will be responsible for any breach of these Terms by any such persons.

2.         LICENSE TO USE THE SERVICE

2.1       License to Service. Subject to your compliance with these Terms, Seated grants you a limited, non-exclusive, non-transferable license to access and use the Service during the term of these Terms. This license is personal to you and may not be assigned or sub-licensed to anyone else.

2.2.      Restrictions. You will not reproduce, copy, transfer, give access to, distribute, sell, rent, lease, assign, sublicense, create derivative works from, decompile, reverse engineer, or disassemble the Service or any part thereof. You will not take any measures to interfere with or damage the Service or any part thereof.

2.3.      Ownership. You acknowledge and agree that nothing in these Terms conveys to you any ownership, intellectual property rights or other proprietary interest in or relating to the Service or any other Seated products or services, or any modifications or derivative works of any of the foregoing. The Service is licensed, not sold, to you and is owned by Seated and its licensors. Except as expressly set forth herein, Seated reserves all right, title and interest, including all intellectual property and other rights, in and to the Service and all other Seated products and services. You will not obscure or alter or remove any patent, copyright, trademark or other proprietary notice or legend contained on or in the Service.

2.4.      Feedback. You agree that any suggestions, comments, ideas, corrections, improvements, feedback or other information you provide Seated regarding the Service (collectively, “Feedback”) will be the sole and exclusive property of Seated and you hereby assign, for no additional consideration, all right, title and interest in and to such Feedback to Seated. Seated will be free to use, disclose, reproduce, license and otherwise distribute the Feedback, including but not limited to in connection with any product or service, without any obligations or restrictions of any kind.

2.5.      Diner Personal Information. In the event that we share any personal information of any diners with you, you agree to treat that information as confidential and not store it or use or disclose it for any purpose other than the express purpose for which the information is provided. We may also provide you with a diner’s last name, meal date and amount spent solely for the purposes of confirming that the information in our database matches the information captured by your POS device. In no event may you use or disclose this information for marketing.

2.6.      Changes to the Service. We may modify, improve or discontinue all or any part of the Service or any promotional offer at any time, with or without notice.

3.         DINING REWARDS, FEES AND PAYMENT

3.1.      Dining Rewards. Via the Service, we may offer diners the opportunity to obtain certain rewards for dining at your restaurant or, if applicable, for ordering take-out or first-party delivery from your restaurant.

3.2.      Fees and Payment. You agree to pay Seated a predetermined percentage of each party’s restaurant bill (not including estimated tip, tax, admin or parking fees) for all parties (A) who link a participating credit card to the App and then dine and pay with that card at the Restaurant, provided that the dining party has been active on the App within thirty-one (31) days prior to the meal; or (B) whose dining at the Restaurant or, in certain cases, takeout and first-party delivery orders from the Restaurant, qualify under the terms of service established by one of our Service Partners. The fee percentage will be mutually agreed upon by you and Seated at the time you create an account on the Service and Seated may change the percentage upon approval from you. Qualified transactions hereunder for which you are required to make payment include all bills associated with your MID that Seated has on file. Seated will calculate such fee based upon photographic, credit card, or other evidence of the party’s bill at your restaurant as provided by the party, or a third-party credit card network on behalf of the party, to Seated. In Seated’s discretion, Seated may use commercially reasonable assumptions to estimate tax and tip for billing calculations in the event that Seated does not otherwise receive such data directly for a specific transaction/bill. Seated will not charge a monthly, start-up, or any other fee outside of the charges outlined above. Seated will charge you on a weekly basis, billing the payment method on file between zero and seven days (or such other time period as Seated determines in its reasonable and good faith discretion) after you are given a summary of all charges to review. However, in some cases, Seated may bill your payment method on file up to 120 days after the applicable Service Partner transaction. This includes, but is not limited to, bills issued after termination of the Agreement for diners that have qualified for a Service Partner offer that is still in effect on or before the date of termination. Any fee amount not paid when due shall be subject to a late payment charge equal to 2% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. In the event collection efforts are required to obtain payment of the delinquent fee amount and/or late payment charges, you agree to pay all costs including, without limitation, collection agency fees and reasonable attorneys’ fees, incurred by Seated in the course of collecting amounts owed.

Upon initial signup, and/or at any time you link a new credit card or bank account to your Service account as a payment method, then Seated may, (i) for credit cards, place a temporary charge on any credit card to confirm validity of the card, and (ii) for bank accounts, send microdeposits to the account and you will need to verify microdeposit amount before the account may be used in connection with the Service. You acknowledge and agree that Seated may require such additional information to verify identity and/or ownership of accounts as determined by Seated in its sole discretion, and no account may be utilized in connection with the Service unless and until it has been verified and approved for use by Seated.

3.3.      Payment Processor. You acknowledge and agree that Seated may use a third party payment processing service (e.g., Stripe) to charge any of the fees described in these Terms, and hereby consent to Seated sharing your information (including without limitation payment information) to such third party payment processing service in connection with the Service.

3.4.      Promotions. From time to time, Seated may send you emails and other communications, which may take the form of an option for you to participate in a promotion, campaign, or similar activity, to temporarily modify (i) the fees described in Section 3.2 to such amount or percentage as described in such communication or (ii) any other terms in these Terms. If such modification is accepted by you and Seated, you hereby agree to be bound by any such modified terms, which shall become a part hereof. Except as expressly amended by any such modifications, these Terms shall remain in full force and effect.

3.5.      Service Partner Program. At our discretion, you may be included in one or more Service Partner programs which allow diners to earn rewards for dining at your restaurant through third party loyalty and credit card programs, mobile applications, and websites. The Service Partner programs may have terms that apply to how diners earn rewards that vary from our standard terms. Unless we obtain your consent in advance, participation in the Service Partner program will not change your fee percentage or schedule for the Service. We may discontinue any Service Partner program at any time, with or without notice to you.

3.6.      Billing Disputes. You may dispute any charge within sixty (60) days of the invoice date. Disputes must be submitted in writing to partnerships@seatedapp.io and include the invoice number and a reasonably detailed explanation of the disputed amount. Charges not disputed within this 60-day window are deemed final and accepted, and you waive any right to refund, credit, offset, or chargeback with respect to those charges.

4.         TERMINATION

4.1.      Termination for Convenience. You may terminate this Agreement for any reason, with or without cause, Following a secured offboarding call with a Restaurant Success Manager. To complete a termination of this Agreement, the individual who originally executed the Service Agreement on behalf of the Restaurant must both initiate the termination request and participate in the mandatory offboarding call. In the event such individual is no longer affiliated with the Restaurant or is otherwise unavailable, the Restaurant's legal owner must assume responsibility for initiating the request and attending the offboarding call. Seated may terminate or suspend this Agreement for any reason, with or without cause, immediately upon written notice to you.

4.2.      Voluntary Suspensions. You may suspend participation under this Agreement for any reason, with or without cause, Following a secured suspension call with a Restaurant Success Manager. A suspension does not constitute immediate removal from the Platform and does not eliminate responsibility for billable transactions arising from prior diner activity or delayed reporting.

4.3.      Effect of Terminations and Suspensions. Upon termination, all licenses granted by Seated, including permission to use the Service, will terminate automatically. The following sections will survive any termination of these Terms: 2.3, 2.4, 2.5, 4.3, 6, and 8. You agree to pay any fees earned by Seated as of the effective date of termination. Restaurant acknowledges and agrees that cancellation of participation in the Program, whether via termination or suspension, does not occur in real time for all partners or integrations. Restaurant must complete an offboarding call with Seated in order to request and initiate termination or suspension. Due to technical, operational, and partner-specific limitations, cancellation and full removal of Restaurant from the Platform may take up to 6 weeks from the date termination or suspension is initiated. Restaurant further acknowledges that transaction data and diner activity may be reported or reconciled on a delayed basis. As a result, Restaurant may continue to incur billable transactions for up to 120 days following termination or suspension, as discussed in Section 3.2 above.

5.         REPRESENTATIONS AND WARRANTIES

5.1.      You represent and warrant that: (a) you have the right to grant the licenses set forth in these Terms and to submit all Feedback to Seated; (b) Seated will not need to obtain licenses from any third party or pay royalties to any third party to provide the Service to you or use the Marks, Content, and Feedback in accordance with these Terms; (c) your use of the Service will comply with all applicable laws; (d) you are in compliance with and will remain in compliance in all respects with any and all third party agreements that you are a party to in connection with Seated providing the Service to you (and expressly designate Seated and its employees, agents and representatives as authorized agents, representatives and persons to act on your behalf under such agreements); and (e) the Marks, Content, and Feedback do not infringe any third party’s rights, including but not limited to intellectual property rights and privacy rights.

6.         INDEMNIFICATION

6.1       You agree to defend, indemnify and hold harmless Seated, its Service Providers, and their respective subsidiaries, affiliates, related parties, officers, directors, employees, agents, suppliers, independent contractors, advertisers, partners and co-branders from any loss, damages, or costs, including without limitation reasonable attorneys’ fees, resulting from any third party claim, demand, action, or liabilities, losses, damages, fines, injuries, interest, or expenses (including reasonable attorneys’ fees and costs of investigation and defense) directly or indirectly resulting from or relating to: (a) your use of or access to the Service; (b) any personal injury, property damage, or death to any diners at your premises; (c) your violation of any third-party proprietary or other rights; or (d) breach or alleged breach of these Terms.

7.         DISCLAIMER OF WARRANTIES

7.1.      SEATED PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU USE THE SERVICE AT YOUR OWN RISK. SEATED EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY OTHER WARRANTY THAT MIGHT ARISE UNDER ANY LAW. Without limiting the foregoing, Seated makes no representations or warranties: (a) that the Service will be permitted in your jurisdiction; (b) that the Service will be uninterrupted or error-free; (c) that Seated will continue to support any particular feature of the Service; or (d) concerning sites and resources outside of the Service, even if linked to, from or through the Service.

8.         LIMITATION OF LIABILITY

8.1.      IN NO EVENT WILL SEATED BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, EXEMPLARY, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THE SERVICE, OR ANY USE OF THE SERVICE BY YOU OR ANY THIRD PARTY, AND IN NO EVENT WILL SEATED’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS EXCEED THE AMOUNTS THE AMOUNTS PAID BY YOU TO SEATED IN THE SIX (6) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY. In some jurisdictions, it is not permitted to limit certain types of liability and therefore such limitations to the extent they exclude such liability may not apply to you. In such jurisdictions, Seated’s liability will be limited to the greatest extent permitted by applicable law.

9.         MODIFICATION OF THE TERMS

9.1.      You agree that from time to time, Seated may (in its sole discretion) modify, add or remove any or all parts of these Terms and/or the Service. To update the Terms (other than for changes to the fee percentage or for promotion offers, which are discussed in Section 3), Seated will post the changed version and indicate its effective date at the top of the Terms, as applicable. Except as expressly provided herein, such modifications will be effective immediately upon posting of the modified Terms. Each time you access or use the Service, you should check to see if the Terms or Privacy Policy has changed. Whether you do so or not, the Terms in effect at each time you access or use the Service will apply at such time. If we make any material changes, we will use commercially reasonable efforts to notify you by means of a notice on the Service, by email or by other means in our sole discretion. Your continued use or access of the Service following the posting of changes to these Terms will indicate your acceptance of those changes.

10.       MISCELLANEOUS

10.1.    These Terms are the complete and exclusive agreement between you and Seated with respect to the subject matter of these Terms, and they supersede all prior or contemporaneous, oral or written, proposals, understandings, representations, conditions, warranties, and all other communications between you and Seated with respect to the subject matter of these terms. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Seated without restriction. These Terms may not be explained or supplemented by any prior course of dealings or trade by custom or usage. The section headings used herein are for convenience only and will not affect the interpretation of these Terms. These Terms will be governed by the state laws of New York, notwithstanding any principles of conflicts of law. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms and neither party has any authority of any kind to bind the other in any respect. Any questions, complaints or claims with respect to the Service should be directed to: Seated Technologies, 18 West 18th Street, 6th Floor, New York, NY 10011, partnerships@seatedapp.io.