Restaurant Marketing and Analytics Services Terms

The following terms and conditions (the "Service Terms") are a legal contract between Customer and Seekeasy, and govern the use of and access to Seekeasy's Services. By executing an Order Form, selecting the "agree" or "accept" option in an online account setup form, or using the Services, Customer agrees to be bound by these Service Terms. Please read them carefully before proceeding. If you have any questions, please contact us at legal@seekeasy.com.

1. PARTIES

In these Service Terms, "Seekeasy" refers to Seekeasy, Inc., and "Customer" refers to the subscriber to the Services identified in a completed Order Form. Any individual subscribing to or using the Services in the name of or as part of his or her responsibilities within a company or other organization, or who submits to the Services data controlled by such company or organization, represents and warrants that they are authorized and intends by those actions to bind the company or other organization to these Service Terms.

2. DEFINITIONS

2.1 "Agreement" means these Service Terms and an Order Form agreed by the parties.

2.2 "Analytics Services" means Seekeasy's hosted service providing marketing analytics based in part on Customer Data, as supplied through the Seekeasy website and/or application programming interface, as specified in the Order Form.

2.3 "Customer Data" consists of data Customer uploads or makes available for processing in connection with the Services.

2.4 "Customer Access Materials" consists of those API keys, user identification, passwords, and/or URLs associated with Customer and third party services which are necessary to allow Seekeasy to access and receive the Customer Data if and as stored in such third party services.

2.5 "Marketing Services" means Seekeasy's provision of access to restaurant review content creators for Customer, as supplied by Seekeasy through professional services and/or through the Seekeasy-hosted restaurant/creator online marketplace website, all as specified in the Order Form.

2.6 "Order Form" means Seekeasy's online or written order form or account setup form or other written document, as submitted by Customer and accepted by Seekeasy, that specifies the Services which Customer has purchased, pricing and any commercial terms for the use of the Service, and that references these Service Terms.

2.7 "Services" means the Analytics Services and the Marketing Services, as purchased by Customer and agreed to be supplied by Seekeasy in one or more Order Forms.

3. MARKETING SERVICES

3.1 Seekeasy's Role. Seekeasy will provide the Marketing Services set forth in an Order Form, and for which Customer has paid. The Order Form will detail the Marketing Services to be provided, but Marketing Services typically consist of Seekeasy identifying one or more content creators it believes are appropriate to review Customer's business, introducing such content creators to Customer, facilitating communication between Customer and content creators, and upon completion and uploading of the content creator(s) review(s) of Customer's business, distributing it through Seekeasy's network subject to the creator's agreement, and providing performance tracking reports for the creator's content and Customer's business. While Seekeasy will use commercially reasonable efforts to assist in the resolution of any issues raised by Customer or content creators, Seekeasy is not responsible for the content of any review of Customer's business, nor for the resolution of any disputes between Customer and any creator.

3.2 Customer's Role. Customer is responsible for respecting any agreements it makes with any content creator outside of the Order Form regarding scheduling, scope, and other conditions for any review, any comped meals or drinks, and any agreed-upon monetary compensation. Any such agreement with any content creator is separate from this Agreement, and payments or other compensation to creators are separate from amounts due to Seekeasy under this Agreement.

4. ANALYTICS SERVICES

4.1 Authorization to Use Analytics Services. Subject to Customer's compliance with the Agreement, Seekeasy will provide Customer with access to and use of the Analytics Services (including the reports provided by the Analytics Services) for which Customer has purchased a subscription and for which Customer pays, solely for Customer's internal business purposes and in accordance with the Agreement and Seekeasy's documentation.

4.2 Third Party and Custom Integrations. Seekeasy and Customer may agree that Seekeasy will access Customer Data stored in third party software or services. Customer is solely responsible for establishing a contractual relationship with any third party providers of services or software ("Third Party Integration Providers") and complying with the terms of such contractual relationship. Customer will provide Seekeasy with the Customer Access Materials necessary for the Analytics Services to access the Customer Data as stored by each Third Party Integration Provider. Seekeasy expressly disclaims responsibility and/or liability for any harm to Customer Data, Customer or any other party in connection with Seekeasy's integration with such Third Party Integration Providers and the use of any data or information received therefrom.

5. CUSTOMER OBLIGATIONS

5.1 Responsibilities in Using Services. Customer is responsible for: (a) maintaining the confidentiality of any user IDs, passwords and other credentials associated with any online Services account (e.g., for the Analytics Services or the creator marketplace), (b) all activities that occur with respect to Customer's Services account, (c) Customer's use of the Services and compliance with the Agreement, (d) the Customer Data, (e) ensuring that Customer has secured the authority to provide Seekeasy with all Customer Access Materials provided hereunder, and to allow Seekeasy to access any Third Party Integration Provider systems on Customer's behalf. Customer is and shall remain liable for all actions and omissions of its users. Customer will ensure that its users access the Services only using the login credentials for each such user as assigned by Seekeasy.

5.2 Restrictions. Customer may not, whether directly or indirectly: (a) attempt to access or use any online elements of the Services or any element thereof except through the interfaces provided by Seekeasy and for the limited purposes set forth in Section 4.1; (b) provide any third parties with access to or the benefit of any elements of the Services; or (c) interfere or attempt to interfere in any manner with the proper workings of the online elements of the Services, including by introduction of any virus other harmful code or by evading any security measures.

5.3 Compliance. Customer shall use the Services exclusively for proper and legal purposes. In connection with its use of the Services and all instructions to Seekeasy concerning the processing of Customer Data using the Service, Customer will comply with all applicable laws, regulations, the rights of others (including content creators), and all policies of and Customer agreements with any Third Party Integration Provider.

5.4 Correction; Suspension. If Customer's or any of its users' use of the Services is deemed by Seekeasy, in its reasonable judgment, to not meet the letter or spirit of the standards set forth in these Service Terms, Seekeasy may request that Customer make changes to bring its practices into compliance. If Customer fails to make the necessary changes immediately upon request, Seekeasy may in its sole discretion suspend provision of the Services to Customer and/or suspend access to the online elements of the Services to Customer or any Customer user, in each case without liability to Customer. Upon notice to Customer, Seekeasy reserves the right to immediately suspend, in whole or in part, access to the online elements of the Services by Customer or any Customer user in order to prevent imminent harm to Seekeasy or a third party.

6. DATA, CUSTOMER LICENSES AND OWNERSHIP

6.1 Customer Data. Customer hereby grants to Seekeasy a royalty-free, worldwide, perpetual, irrevocable, non-exclusive and fully transferable right and license to (a) use Customer Data to provide the Services to Customer, including the provision of reports, recommendations and action plans to Customer, and to improve the Services, including in connection with the improvement of Services functionality and end user experience, and the creation and development of analytical and statistical analysis tools related to collected data; and (b) use Customer Data, excluding any personally identifiable information therein, for the purpose of building, enhancing and modifying Seekeasy's Services, and to provide services to other Seekeasy customers using aggregated and anonymized Customer Data.

6.2 Treatment of Customer Data. Customer is ultimately responsible for making and keeping current copies of all Customer Data and related information. Seekeasy will use reasonable industry standard security procedures to prevent unauthorized disclosure of or access to the Customer Data, and will not disclose the Customer Data to any third party except (a) as directed by Customer, (b) if such disclosure is made by Seekeasy in response to a court order, subpoena or other legal process, and provided that Seekeasy has given Customer reasonable notice of such court order, subpoena or other legal process, (c) if such disclosure is made to Seekeasy's service providers in order for such service providers to assist Seekeasy in the operation of the Seekeasy Service as provided to Customer, or (d) if such disclosure is in aggregated non-personally identifiable form.

6.3 Ownership; Feedback; Telemetry.

(a) Seekeasy agrees that as between Seekeasy and Customer, Customer will own the Customer Data. As between Seekeasy and Customer, the Services and all software, data and technologies embodied in or used to provide the Services, excluding Customer Data, and all intellectual property rights in or relating to any of the foregoing are owned by Seekeasy, and reserved to Seekeasy except as licenses therein are expressly granted hereunder.

(b) Customer or its users may choose to submit comments, suggestions, enhancement requests, or recommendations (collectively, "Feedback") about the Services or other Seekeasy offerings. Customer hereby grants Seekeasy a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate any Feedback into the Services or other Seekeasy offerings.

(c) Seekeasy may collect and compile analytic and log data and information related to the use of the online elements of the Services ("Usage Data"). Customer agrees that Seekeasy will have the perpetual and irrevocable right to use Usage Data for internal business purposes, such as improving, testing, and providing the Service, and developing additional services.

7. TERM AND TERMINATION

7.1 Duration. This Agreement shall commence as of the date of the first Order Form entered into by the parties, and shall continue until terminated according to the terms hereof (the "Term"). Customer's right to access and use the Services under the Agreement shall continue throughout the initial subscription term specified for such Services in the Order Form (unless terminated as set forth below). If no initial subscription term is specified in the Order Form, the initial subscription term will be one (1) month from the effective date of the Order Form. Except as otherwise specified in the Order Form, Customer's subscription to the Services will automatically renew for successive one (1) month terms (each, a "Renewal") until either party notifies the other of its intent not to renew fifteen (15) days prior to the end of the then current or terminates the Agreement under Section 7.2 below.

7.2 Termination. A party may terminate the Agreement for a material breach by the other party that remains uncured more than 7 days after receiving written notice of the breach. Customer's right to use the Services will automatically terminate upon any termination of the Agreement. Seekeasy shall have the right to terminate this Agreement or any Order Form for convenience upon written notice at any time.

7.3 Effect of Termination. Upon expiration or termination of the Agreement or the relevant Order Form, Customer's right to access and use the Services shall immediately terminate and Customer shall immediately cease all use of the Services.

7.4 Survival. The following provisions will survive expiration or termination of the Agreement: Sections 1, 2, 3.2, 5 (excluding Section 5.4), 6, 7.4, 8 (to the extent of any outstanding payments), and 9 through 14.

8. FEES AND PAYMENT

8.1 Fees. In consideration for Seekeasy providing the Services, Customer shall pay to Seekeasy the corresponding fees set forth in the Order Form, as applicable. Seekeasy may change the fees for the use of the Services effective at any time after the initial subscription term set forth in the Order Form, and unless otherwise agreed by the parties, any such changes will take effect as of the earlier of the next Order Form entered into by Customer for the relevant Services, or start of the first Renewal which begins 15 days or more after the date of notice of such changes.

8.2 Invoices; Payment. Unless otherwise set forth in an Order Form, payment is due (a) in advance for discrete Marketing Services, (b) monthly in advance for any Services subscription fees, and (c) in arrears at the end of each calendar month for any fees for other services provided by Seekeasy on a time and materials or other variable basis during such calendar month. Each invoice for payments to be made in arrears is due and payable fifteen (15) days following the invoice date. Overdue payments will accrue interest at the rate of one and one half percent 1.5% per month, but in no event greater than the highest rate of interest allowed by law.

8.3 Payment Processors. Seekeasy uses one or more third-party payment processors (the "Payment Processors") for credit card payments. Seekeasy's current Payment Processor is Stripe. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this Agreement. Seekeasy is not responsible for errors made by the Payment Processors, or otherwise in connection with the processing of transactions. Unless otherwise agreed in writing by Seekeasy, Customer will pay and receive all payments in connection with the Services through the Payment Processors.

8.4 Taxes. The fees specified in the Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, "Taxes"). Customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than Seekeasy's U.S. federal and state income taxes. Such Taxes will be itemized in the applicable invoice.

9. CONFIDENTIALITY

9.1 Obligations. "Confidential Information" means (subject to the exclusions below) any non-public information relating to or disclosed in the course of the parties' respective use and provision of the Services that should be reasonably understood to be confidential. Without limiting the generality of the foregoing, Seekeasy agrees that Customer Data in a form which identifies Customer is Customer Confidential Information. The receiving party will use the same care to protect Confidential Information as it uses for its own similar information, but no less than reasonable care, will not disclose Confidential Information to any third party except as set forth herein without prior written authorization, and will use Confidential Information only for the purpose of fulfilling its obligations or exercising its rights expressly reserved or granted under the Agreement. The receiving party will limit the distribution and communication of the disclosing party's Confidential Information to its affiliates and the employees, subcontractors, or other agents of the receiving party or the receiving party's affiliates (collectively, "Representatives"), who have a need to know such Confidential Information in order to exercise rights and fulfill obligations under the Agreement, and who have a legal obligation to keep it confidential. Each party shall be responsible for the actions or omissions of its Representatives in connection with the Confidential Information as if it had itself acted or failed to act. The receiving party will promptly return or destroy the other party's Confidential Information upon request.

9.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already in possession of the receiving party without confidentiality restrictions at the time of receipt from the other party, as evidenced by written records; or (c) was independently developed by the receiving party without violation of this Section. If a receiving party is required to disclose Confidential Information by law, the receiving party will promptly notify the disclosing party and reasonably cooperate with its efforts to limit or protect the required disclosure, but will otherwise not be in violation of this Section on account of making the required disclosure.

10. WARRANTIES

10.1 Warranties. Customer represents and warrants that Seekeasy's use of any Customer Data or Customer Access Materials as contemplated hereunder will not constitute an infringement or violation of the intellectual property rights of any third party, any law, or any contract by which Customer is bound.

10.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE SERVICE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. SEEKEASY DISCLAIMS, WITHOUT LIMITATION, ANY WARRANTIES NOT SET FORTH HEREIN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SEEKEASY EXPRESSLY DISCLAIMS ANY WARRANTY WITH RESPECT TO THE ACTIVITIES OF CONTENT CREATORS OR ANY CONTENT THEY MAY GENERATE.

11. INDEMNIFICATION

Customer agrees to defend, indemnify, and hold Seekeasy harmless from and against any claim or demand (including, without limitation, all damages, liabilities, settlements, costs and attorneys' fees) made by any third party against Seekeasy arising from or related to: (a) any Customer Data or Customer Access Materials, (b) the use of the Services, or (c) any disputes between Customer and any third parties, including content creators.

12. LIMITATION OF LIABILITY

SEEKEASY WILL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES, OR FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR INFORMATION, OR COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF THE AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES TO BE PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SEEKEASY'S TOTAL LIABILITY ARISING FROM OR RELATED TO THE AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO SEEKEASY UNDER THE ORDER FORM TO WHICH THE LIABILITY RELATES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

13. MARKS; PUBLICITY

13.1 Identification of Customer. Seekeasy may identify Customer, by name and logo, as a customer of the Service, all on Seekeasy's website and in Seekeasy's other marketing materials.

13.2 Case Study. Provided Customer is satisfied with the Services, Seekeasy may develop a case study for public dissemination and marketing use by Seekeasy describing the benefits Customer has derived from the Services. Customer will reasonably cooperate with such case study. Publishing shall be subject to Customer's prior written approval (an exchange of emails to suffice), not to be unreasonably withheld.

14. MISCELLANEOUS

14.1 Assignment. Customer may not assign the Agreement without Seekeasy's prior written consent, which will not be unreasonably withheld. Seekeasy may assign this Agreement as it sees fit. Any attempt to assign the Agreement except as permitted under this Section, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

14.2 Force Majeure. Neither party shall be liable for any delay or failure in performance (other than non-payment of amounts owing) due to causes beyond its reasonable control.

14.3 Severability. If any part of the Agreement is held to be unenforceable or invalid, in whole or in part, by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

14.4 Waiver. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach of that or any other provision.

14.5 Governing Law. The Agreement will be governed by both the substantive and procedural laws of California, excluding its conflict of law rules and the United Nations Convention for the International Sale of Goods. Any legal action or proceeding arising under the Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein.

14.6 Amendments. Seekeasy may modify this Agreement at any time. Such modifications shall become effective as to Customer upon the earlier of: (a) if Customer is not at such time paying for Services (e.g., if Customer has an account with the creator marketplace for which Seekeasy is not charging), the date of notice of such modification; (b) the next date on which Customer enters into an Order Form after notice of the modification; or (c) if Customer has a paid subscription to Services, as of the start of the first Renewal which begins 15 days or more after the date of notice to Customer of such modification. Any other amendment or modification to this Agreement must be in writing signed by both parties. Terms and conditions set forth in any purchase order or other document provided by Customer to Seekeasy that differ from, conflict with, or are not included in this Agreement shall not apply unless specifically accepted by in writing by an officer of Seekeasy.

14.7 Entire Agreement; Priority. These Service Terms together with the Order Forms, and any documents expressly referenced herein constitute the entire agreement and supersede all prior or contemporaneous oral or written agreements regarding the subject matter hereof.

Version 1.00 5/15/26