Terms of Service and End User License Agreement (EULA)

1.1 Features and License Grant. The App provides a cloud-based restaurant kitchen display and point-of-sale system. Features include management of customer orders, a public QR code menu for guest viewing, multi-language support (English, French, Spanish, Chinese) for menu display, and secure administrative areas protected by a PIN set by the restaurant owner. The Developer grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) to access and use the App for your internal business operations (specifically for managing your restaurant) and in accordance with this Agreement. All rights not expressly granted to you are reserved by the Developer.

1.2 License Restrictions. You shall not, and shall not permit any third party to: (a) copy, modify, distribute, sell, resell, lease, rent, sublicense, or transfer the App or any portion of it to any third party; (b) decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of the App (except to the limited extent applicable laws specifically prohibit such restriction); (c) remove or alter any proprietary notices, labels, or marks on the App; (d) use the App to create a competing product or service, or for any purpose that is fraudulent, illegal, or beyond the scope of the App's intended use as described in this Agreement; or (e) use any portion of the App's public QR menu feature in a way that infringes or violates the intellectual property or privacy rights of any third party. This Agreement does not grant you any rights to the Developer's trademarks, logos, or other intellectual property except as necessary for you to use the App in accordance with this Agreement.

1.3 Updates and Availability. The App may be updated by the Developer from time to time, which may add, change, or remove features. You may be required to accept updates to continue using the App. The Developer may perform maintenance or deploy updates that temporarily affect the availability of the App. The Developer will attempt to schedule maintenance outside of peak usage hours when feasible. You acknowledge that the App's functionality may depend on third-party services (including hosting providers like Supabase) and require internet connectivity and compatible hardware, which are your responsibility to obtain. The Developer is not responsible for any downtime or limited functionality due to factors outside its reasonable control, such as internet outages or third-party service disruptions.

2.1 Subscription Fees. Use of the App is provided on a subscription basis. You may start with a 14-day free trial for the App. After the free trial period ends, continued access to the App requires payment of the subscription fee. The current subscription fee is CAD $100 per month for each restaurant account, unless otherwise agreed in writing. The Developer will automatically charge this fee monthly in advance using the payment method you provide (e.g., credit card or other authorized payment method). You authorize the Developer to charge your chosen payment method for the subscription fees and any applicable taxes on a recurring monthly basis until you cancel.

2.2 Taxes. All fees are stated exclusive of any applicable taxes. You are responsible for any sales, use, goods and services tax (GST), Québec sales tax (QST), or similar taxes that may be applicable to your use of the App. The Developer is currently not required to collect GST/QST (awaiting registration); however, once the Developer is duly registered or required by law to collect such taxes, the appropriate taxes will be added to your subscription fees. You agree to pay any such taxes that are applicable. If you are tax-exempt, you must provide the Developer with a valid tax exemption certificate.

2.3 Billing and Payment Terms. The subscription fee will be charged at the beginning of each billing cycle (monthly, starting after the end of the free trial). All payments are non-refundable except as expressly stated in this Agreement or required by law. If you believe there is an error in billing, you must contact the Developer at contact@perroquet.io within 60 days of the billing date to dispute the charge, or you will be deemed to have accepted the charge. The Developer reserves the right to correct any billing errors or mistakes and, if applicable, to adjust the charge on your payment method.

2.4 Late Payments. If the Developer is unable to process payment using your provided method (for example, due to expiration or insufficient funds), or if you fail to pay the subscription fee when due, the Developer may suspend or downgrade your access to the App (including administrative features) until payment is received. The Developer will attempt to notify you of payment failures to allow you to update your payment information. Unresolved payment issues beyond 15 days from the payment due date may result in termination of your account for breach of this Agreement.

2.5 Cancellation. You may cancel your subscription at any time by providing notice to the Developer (for example, through an account settings page or by email to contact@perroquet.io). Cancellation will take effect at the end of your current monthly billing period. You will not be charged for any month following a valid cancellation. However, you will not receive any refund or credit for partial months or unused time in the current billing period, except where required by applicable law or explicitly provided by the Developer.

4.1 Suspension or Termination by Developer. The Developer may immediately suspend or terminate your access to the App, or terminate this Agreement, in whole or in part, if any of the following occurs: (a) you materially or repeatedly violate any provision of this Agreement; (b) the Developer, in its reasonable judgment, believes your use of the App is harming or could harm its reputation, security, or the rights of others; (c) the Developer ceases offering the App or loses the rights from third-party providers necessary to provide the App; (d) you exceed normal and reasonable use of the App such that it disrupts the service for others (for example, by overloading the system with an unreasonable volume of requests); (e) you become insolvent, make an assignment for the benefit of creditors, or are subject to bankruptcy/receivership proceedings; or (f) the Developer has reason to suspect that you are using the App for fraudulent, illegal, or unauthorized purposes, or you engage in willful misconduct related to the App.

4.2 Termination by You. You may terminate this Agreement and your subscription at any time for any reason by cancelling your account or notifying the Developer of your intent to terminate (as described in Section 2.5). Termination by you will be effective at the end of the then-current monthly billing period. You are responsible for any fees incurred up to the effective date of termination. If you terminate during the free trial period, your access will cease immediately and you will not be charged.

4.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason, your right to access or use the App will immediately cease. The Developer may, at its discretion, disable or delete your account and data shortly after termination, so you should ensure that you have exported or saved any important data before ending your subscription. Sections of this Agreement that by their nature should survive termination (such as payment obligations incurred before termination, confidentiality, indemnification, warranty disclaimers, limitations of liability, and governing law) will survive.

5.1 Confidential Information. Each party may have access to information that is confidential to the other party (“Confidential Information”). Confidential Information includes, without limitation, the terms of this Agreement, business and marketing plans, technology and technical information, product designs, and business processes of each party, as well as any non-public information regarding the other party’s business. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known by the receiving party before disclosure by the disclosing party; (iii) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (iv) is obtained by the receiving party from a third party not under an obligation of confidentiality. Each party agrees to take reasonable measures to protect the Confidential Information of the other party and to use it only for purposes of fulfilling its obligations under this Agreement. Neither party will disclose the other’s Confidential Information to any third party except to its affiliates, employees, contractors, or advisors who need to know it for the purpose of carrying out this Agreement and who are bound by confidentiality obligations at least as protective as those herein, or as required by law (in which case the disclosing party will, if legally permitted, give the other party prompt notice and an opportunity to seek a protective order).

5.2 Data and Privacy. You retain all rights to the data you or your authorized users input into the App (“Your Data”), such as menu information, order details, and other business data. You grant the Developer permission to use, process, and store Your Data for the purpose of providing the App’s services, including display of menus to your customers and processing of orders. The Developer may also use aggregated and anonymized data derived from Your Data and your usage of the App for analytics, service improvements, and industry reporting, provided that such aggregated data does not identify you or any individual. The Developer will implement reasonable technical and organizational measures to protect Your Data against unauthorized access or disclosure. However, you are responsible for maintaining backup copies of Your Data. The App’s data is hosted on third-party cloud infrastructure (such as Supabase or similar services), which may be located outside of Québec. By using the App, you consent to the storage and processing of Your Data in these locations. All personal information collected through the App (for example, information about your staff or entered customers) is handled in accordance with the Developer’s Privacy Policy (available on our website). You are responsible for obtaining any necessary consents from individuals whose personal information is included in Your Data and for complying with all applicable privacy laws with respect to Your Data.

5.3 Feedback and Ideas. If you or your users submit feedback, comments, or suggestions about the App or propose any ideas for improvements or new features (“Feedback”), you acknowledge that such Feedback is provided voluntarily and is not confidential. The Developer is free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback as it sees fit, without any obligation or compensation to you. You agree that you will not assert any intellectual property rights or claims against the Developer for any use of Feedback that you provide.

6.1 Account Registration and Accuracy. To use the App, you (the restaurant owner or authorized representative) must create an account. You agree to provide accurate, current, and complete information during registration and to keep such information up-to-date (including contact information and payment details). You are responsible for all activities that occur under your account credentials. The Developer is entitled to assume that any activity conducted through your account has been authorized by you.

6.2 Account Security and PIN Protection. You are responsible for maintaining the security of your account login credentials (username and password) and any administrator personal identification number (PIN) codes used within the App. The App allows you to designate administrative privileges (such as accessing management settings or sensitive order functions) protected by a PIN that you set. You must keep your password and PIN confidential and only disclose them to personnel in your organization who are authorized to use the App. If you believe that your account or PIN has been compromised (for example, if an unauthorized person knows your password or PIN), you must promptly notify the Developer at contact@perroquet.io and change the compromised credentials. The Developer is not liable for any loss or damage arising from unauthorized access to your account due to your failure to safeguard your credentials.

6.3 Authorized Users. The App is designed for use by restaurant owners and their authorized staff. You may allow your employees or contractors (“Authorized Users”) to use the App on your behalf, for example by granting them access to your account or by using sub-accounts or PINs for certain features. You are responsible for ensuring that all Authorized Users are aware of and comply with the terms of this Agreement. Any action taken by an Authorized User within the App is deemed to be an action by you. You are responsible for managing the access rights of your Authorized Users (such as revoking access for staff who leave your organization or updating PIN codes as needed).

6.4 Appropriate Use and Content. You agree to use the App only for its intended purpose of managing restaurant orders and menus, and in compliance with all applicable laws and regulations. You are solely responsible for all content you input, upload, or display through the App, such as menu items, prices, descriptions, images, and any messages or notifications to your customers. You represent and warrant that you have all necessary rights to use such content in the App and that nothing you input or display will: (a) infringe or misappropriate the intellectual property or proprietary rights of any third party; (b) violate any laws or regulations, including, without limitation, consumer protection laws, privacy laws, or the Charter of the French Language (Quebec) as it pertains to presenting consumer-facing information in French; or (c) be defamatory, obscene, offensive, or otherwise inappropriate. The Developer does not pre-screen content, but reserves the right to remove or disable access to any content that it deems in violation of this Agreement or law, or to suspend your use of the App for serious or repeated violations.

6.5 Guest Use of QR Menu. The App’s public QR code menu feature allows restaurant guests (your customers) to view your menu without logging in. You understand that this portion of the App is publicly accessible to anyone who scans your restaurant’s QR code or visits your public menu link. You are responsible for the information made available to guests via the public menu, and you should not include any sensitive or confidential information in the public-facing sections of the App. Guests who access the public menu are not considered parties to this Agreement, as they do not create accounts, but you agree to ensure that your use of the public menu feature (including the menu content provided) complies with Section 6.4 and all applicable laws concerning consumer disclosures (for example, displaying prices and taxes, allergen warnings, and required language translations).

6.6 Data Backup. The Developer performs regular backups of the App’s database for its own disaster recovery purposes, but you are ultimately responsible for maintaining your own backup copies of any important data you store in the App. The Developer does not guarantee that any data that has been deleted from the App (whether by you or due to account termination) can be recovered. It is recommended that you export or download critical data (such as reports of orders or menu lists) periodically.

7.1 Technical Support. The Developer will provide reasonable technical support for the App. Support inquiries should be directed via email to contact@perroquet.io. Support is available Monday through Friday, from 10:00 AM to 5:00 PM Eastern Time (EST), excluding Quebec statutory holidays. Support may be provided in English or French. The Developer will make a good faith effort to respond to support requests within one business day. However, no specific response or resolution time is guaranteed under this Agreement.

7.2 Scope of Support. Support services are intended to address issues such as App functionality questions, troubleshooting errors, and guidance on using features. The Developer may direct you to relevant documentation or updates as part of resolving support inquiries. Support does not include custom development work, on-site services, or training beyond basic guidance. The Developer reserves the right to reasonably limit or schedule support for non-critical issues, and to specify the channels of support (for example, support may be limited to email communications).

7.3 Software Updates. As part of support and maintenance, the Developer may provide or deploy updates, patches, or bug fixes to the App from time to time. Such updates are generally included in the subscription at no additional charge. You agree to use the most current version of the App as instructed by the Developer for optimal security and performance. The Developer is not responsible for supporting older versions of the App once an update has been made available.

8.1 Disclaimer of Warranties. The App is provided "as is" and "as available". The Developer makes no warranties, express or implied, and expressly disclaims any warranties or conditions of merchantability, fitness for a particular purpose, non-infringement, title, or any warranty arising from course of dealing or usage of trade. The Developer does not warrant that the App will meet your requirements or that operation of the App will be uninterrupted, error-free, or secure. You assume all responsibility for determining whether the App is sufficient for your purposes and for the results obtained from its use. The Developer shall not be responsible for any issues or errors arising from your hardware, equipment, internet connection, or any third-party services or software that you use in conjunction with the App (including any Clover POS or other systems you integrate with the App).

8.2 Indemnification. You agree to indemnify, defend, and hold harmless the Developer and its affiliates, and their respective officers, directors, employees, and agents (the "Indemnified Parties") from and against any and all third-party claims, demands, lawsuits, or proceedings, and all related liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use or misuse of the App; (b) any content or data you or your Authorized Users input into or provide via the App (including any claim that such content or data infringes the rights of or has caused harm to a third party); (c) your violation of any term of this Agreement or of any law or regulation; or (d) any fraud, gross negligence, or willful misconduct by you or your agents in connection with using the App. The Developer will give you prompt notice of any such claim and allow you to control the defense (provided that you diligently pursue the defense). The Developer reserves the right to participate in the defense with counsel of its own choosing at its own expense. You may not settle any claim against the Indemnified Parties that involves an admission of liability or imposes any obligation on the Developer without the Developer's prior written consent.

8.3 Limitation of Liability. To the maximum extent permitted by law, in no event will the Developer be liable for any indirect, special, incidental, consequential, or punitive damages, or any loss of profits, revenue, goodwill, data, or business opportunities, arising out of or related to this Agreement or the use or inability to use the App, even if advised of the possibility of such damages. This limitation applies to any cause of action, whether in contract, tort (including negligence), strict liability, or any other legal theory.

8.4 Cap on Liability. To the maximum extent permitted by law, the total cumulative liability of the Developer (and its affiliates and agents) to you for any and all claims arising out of or relating to this Agreement or the App will not exceed the total amount of subscription fees you paid for the App in the month immediately preceding the event giving rise to the claim. If no such fees were paid in that month (e.g., you were on a free trial), then the Developer’s liability shall not exceed the subscription fee for the then-current monthly plan you would otherwise have been billed for.

8.5 Exceptions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation/exclusion of liability for incidental or consequential damages. To the extent that such laws apply to this Agreement, the exclusions and limitations in this Section 8 shall apply to the fullest extent permitted by law, but the Developer does not exclude liability that cannot be excluded or limited under law. Nothing in this Agreement shall limit or exclude liability for gross negligence, intentional misconduct, or fraud by the Developer.

9.1 Electronic Communications. You agree that the Developer may send you communications regarding the App or this Agreement electronically, such as via email to the address associated with your account, via in-App notifications, or by posting notices on the Developer's website. You are responsible for providing and maintaining a valid email address and for regularly checking your email and the App for communications from the Developer. You agree that any legal requirement that a communication be in writing is satisfied by such electronic communications. The Developer's communications to you may include service announcements, administrative messages, promotional content, or other information. You may unsubscribe from promotional emails, but you may not opt out of critical service-related announcements (such as notices of changes to this Agreement or information about outages).

9.2 Consent to Contact. By providing a phone number or email address to the Developer, you consent to being contacted by the Developer or its service providers at that number or address regarding the App. This consent includes permission for the Developer to contact you via email, SMS/text message, or telephone call (including auto-dialed or pre-recorded calls or messages) for service-related matters. You understand that if you provide a wireless phone number, your wireless carrier's standard charges (e.g., SMS fees) may apply. You may revoke consent to be contacted via specific methods (for example, opt out of text messages) by notifying the Developer, but you must maintain at least one valid method of communication for essential notices.

9.3 Formal Notices. Any legal notices or formal communications required under this Agreement (such as notices of termination or indemnifiable claims) should be sent by email with read receipt requested, or by certified mail or courier to the receiving party's address. The Developer's contact for legal notices is: 9532-7318 Québec Inc. d/b/a Perroquet.io, 12 des Roseaux, Blainville, QC J7C 5W1, Canada, Attn: Legal Department, email: contact@perroquet.io. Your contact for notices is the email or physical address you provided upon registration. Notices will be deemed given: (a) when received, if sent by email (provided no bounce or failure message is received and a read receipt or reply is obtained), or (b) when delivered, if sent by courier or mail (or on the date of attempted delivery if the recipient refuses delivery).

10.1 Authority and Capacity. You represent and warrant that you have the legal authority to enter into this Agreement. If you are accepting on behalf of a company or other legal entity (such as a restaurant business), you represent that you are an authorized representative of that entity with the authority to bind the entity to this Agreement. If you lack such authority or are not of legal age to form a binding contract, you must not accept this Agreement or use the App.

10.2 Modifications to Agreement. The Developer may modify this Agreement from time to time, for example to reflect changes in the law, the App, or business practices. The Developer will notify you of material modifications by sending an email to the contact address on file or by posting a notice within the App or on the website, and by updating the "Last updated" date at the top of this Agreement. It is your responsibility to review any updated Agreement. If you continue to use the App after an updated Agreement has been communicated and become effective, you will be deemed to have accepted the changes. If you do not agree to a revised Agreement, you must stop using the App and cancel your subscription.

10.3 Compliance with Laws. Each party will comply with all laws and regulations applicable to its performance under this Agreement. You are responsible for ensuring that your use of the App, including your management of orders and display of menus, complies with all applicable laws and regulations in your jurisdiction. This includes, but is not limited to, any laws regarding consumer protection, data privacy (such as Québec's Act respecting the protection of personal information in the private sector or other applicable privacy laws), and language requirements under the Charter of the French Language (Bill 96) for businesses operating in Québec. For example, it is your responsibility to ensure that any consumer-facing content (such as menus or order confirmations provided to your customers) is available in French as required by law. The Developer is not responsible for your failure to comply with such legal requirements in your use of the App.

10.4 Acceptable Use; No Malicious Code. You agree not to use the App to transmit any viruses, malware, or other harmful code, and not to engage in any activity that interferes with or disrupts the App or the networks and services connected to the App. You shall not attempt to gain unauthorized access to any part of the App or its related systems or networks. Any attempt to probe, scan, or test the vulnerability of the App or to breach security or authentication measures without proper authorization may result in immediate termination of your account and possible legal action.

10.5 Governing Law and Jurisdiction. This Agreement is governed by and shall be construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to any conflicts of law principles. The parties agree that any dispute arising from or relating to this Agreement or the App shall be subject to the exclusive jurisdiction of the courts of the Province of Québec. Each party irrevocably submits to the jurisdiction of such courts. The parties specifically agree to the jurisdiction of the courts located in Quebec, Canada. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

10.6 Entire Agreement. This Agreement (including any documents or policies it incorporates by reference, such as the Privacy Policy) constitutes the entire agreement between you and the Developer regarding the App and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to the subject matter hereof. In the event of any conflict between this Agreement and any other terms (such as those on our website or marketing materials), the terms of this Agreement shall prevail with respect to the subject matter.

10.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. The parties agree to negotiate in good faith a valid, enforceable substitute provision that most nearly effects the parties' original intent.

10.8 No Waiver. The failure of either party to enforce any provision of this Agreement or to exercise any right or remedy under this Agreement shall not be construed as a present or future waiver of such provision, right, or remedy. An effective waiver of any provision requires a written statement signed by the waiving party. The waiver by either party of any breach of any provision shall not be deemed to be a waiver of any subsequent breach of the same or any other provision.

10.9 Assignment. You may not assign or transfer this Agreement or any of your rights or obligations hereunder, whether by contract, operation of law, or otherwise, without the prior written consent of the Developer. Any attempted assignment by you in violation of this provision is null and void. The Developer may assign or transfer this Agreement (in whole or in part) to an affiliate or as part of a merger, acquisition, sale of assets, or other corporate reorganization, and will notify you of any such assignment.

10.10 Relationship of Parties. The relationship between the Developer and you is that of independent contractors. Nothing in this Agreement shall be construed to establish any partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party has the authority to bind the other or incur obligations on the other's behalf without the other's prior written consent.

10.11 Force Majeure. Neither party will be liable for any failure or delay in performing its obligations (except payment obligations) due to causes beyond its reasonable control, such as natural disasters, acts of government, war, civil unrest, strikes or labor disputes, failures of third-party utility providers or telecommunications networks, or other force majeure events. The affected party shall give prompt notice to the other party, stating the period of time the occurrence is expected to continue, and shall use diligent efforts to end the failure or delay and ensure the effects of such event are minimized.

10.12 Language and Prevailing Version. You acknowledge that a French version of this Agreement has been provided to you. By accepting this Agreement, you expressly confirm that you have read the French version of this Agreement and that you willingly agree to be bound by the English version.

10.13 Contact Information. If you have any questions about this Agreement or need to contact the Developer for any reason, please contact Perroquet.io at contact@perroquet.io. You can also reach the Developer by mail at: 9532-7318 Québec Inc. (Perroquet.io), 12 des Roseaux, Blainville, QC J7C 5W1, Canada.