Curbivore Pilot Merchant Agreement

Effective Date: March 5, 2026

1. Parties and Acceptance

This Pilot Merchant Agreement ("Agreement") is between Odyssey XXII ("Odyssey XXII," "Curbivore," "we," "us," or "our") and the business entity or individual merchant accepting this Agreement ("Merchant," "you," or "your").

By connecting a Square account and activating a merchant profile on Curbivore, you agree to this Agreement.

2. Pilot Participation and Scope

• Participation is voluntary and non-exclusive.
• Either party may terminate participation at any time.
• No minimum order volume, uptime, support level, or customer acquisition commitment is guaranteed during the pilot.
• Features may be added, modified, or discontinued without liability.

3. Services Provided by Curbivore

During the pilot, Curbivore may provide tools that include:

• Merchant listing and discoverability in the Curbivore app;
• Menu synchronization and display based on Square catalog data;
• Order-ahead workflow and order transmission through integrated systems;
• Customer-facing order status communications.

4. Merchant Responsibilities

Merchant is solely responsible for:

• Food quality, food safety, preparation standards, and fulfillment timing;
• Compliance with all applicable federal, state, and local laws and permits;
• Accurate pricing, taxes, menu descriptions, allergen disclosures, and availability;
• Maintaining a valid and compliant Square account in good standing;
• Customer service and dispute handling for food, service quality, and fulfillment issues;
• Maintaining appropriate insurance for merchant operations.

5. Fees and Payments

Unless otherwise stated in writing, pilot participation fees charged by Curbivore are currently:

• No signup fees;
• No recurring platform fee;
• No commission charged by Curbivore on pilot orders.

Merchant remains responsible for third-party payment processing charges (including Square fees), taxes, and other business expenses.

6. Customer Transactions and Refunds

Customer food purchases are between the customer and Merchant. Merchant controls refund outcomes for merchant-side issues, subject to applicable law and payment network rules.

7. Data, Privacy, and Security

Curbivore may share customer order information with Merchant as necessary to fulfill orders. Merchant agrees to:

• Use customer information only for order fulfillment and operational support;
• Not use customer data for marketing without required consent;
• Protect customer data with reasonable administrative and technical safeguards;
• Comply with applicable privacy and data security laws.

Curbivore's privacy practices are described in the Curbivore Privacy Policy, available at /legal/privacy-policy.

8. Intellectual Property and Marketing Rights

Merchant retains ownership of Merchant trademarks, trade names, logos, and content. Merchant grants Odyssey XXII a non-exclusive, worldwide, royalty-free license during the pilot to use Merchant name, logo, and related content for operating, promoting, and marketing the Service.

Merchant represents that it has all rights necessary to grant this license.

9. Representations and Warranties

Merchant represents and warrants that:

• It is duly authorized to enter this Agreement;
• Its operations, products, and services comply with applicable law;
• Its menu, pricing, and item representations are accurate and not misleading;
• Its use of Curbivore will not infringe third-party rights.

10. Indemnification

Merchant will defend, indemnify, and hold harmless Odyssey XXII and its affiliates, officers, directors, employees, and agents from claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from or related to Merchant products, services, operations, legal compliance failures, or this Agreement breach.

11. Disclaimers and Limitation of Liability

Curbivore is provided on an "as is" and "as available" basis during the pilot, without warranties of any kind.

To the maximum extent permitted by law, Odyssey XXII is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of profit, revenue, data, or goodwill arising from this agreement or pilot participation.

Odyssey XXII's aggregate liability under this agreement will not exceed $100 USD.

12. Term and Termination

This Agreement remains effective while Merchant participates in the pilot. Either party may terminate at any time, with or without cause, by discontinuing participation or by providing notice.

Sections intended by nature to survive termination (including payment obligations, intellectual property rights, confidentiality, indemnification, disclaimers, liability limitations, dispute terms, and general legal provisions) survive termination.

13. Governing Law and Venue

This Agreement is governed by North Carolina law, excluding conflict-of-laws principles. Any legal action not subject to mandatory arbitration by separate agreement will be brought in Wake County, North Carolina, and each party consents to that venue.

14. General Provisions

• Independent Contractors: The parties are independent contractors. No agency, employment, partnership, or joint venture is created.
• No Exclusivity: Merchant may use other ordering, delivery, and marketing channels.
• Assignment: Merchant may not assign this Agreement without Odyssey XXII's prior written consent. Odyssey XXII may assign this Agreement in connection with a corporate transaction or otherwise.
• Severability: If any provision is unenforceable, remaining provisions remain in effect.
• Entire Agreement: This Agreement is the complete agreement for pilot merchant participation and supersedes prior discussions on this subject.