ANDE.AI, INC. Terms of Use Agreement Last Updated: [November 6, 2025]

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. THIS WEBSITE AND ANY OTHER WEBSITES OF ANDE.AI, INC. (“ANDE.AI”), ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE “WEBSITE”) AND THE INFORMATION ON IT ARE CONTROLLED BY ANDE.AI. THESE TERMS OF USE GOVERN THE USE OF THE WEBSITE AND APPLY TO ALL INTERNET USERS VISITING THE WEBSITE BY ACCESS OR USING THE WEBSITE IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “ANDE.AI SERVICES”). BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, ENTERING INTO AN ORDER FORM THAT REFERENCES THESE TERMS OF USE (AN “ORDER FORM”) AND/OR BROWSING THE WEBSITE, YOU (“SUBSCRIBER”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“PARTY” AND TOGETHER AS THE “PARTIES”.

Subscriber’s use of, and participation in, certain Services may require you to enter into an Order Form or otherwise be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to Subscriber for its acceptance when it signs up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY ANDE.AI IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Ande.ai will make a new copy of the Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Ande.ai Service on the Website. We will also update the “Last Updated” date at the top of the Terms of Use. Ande.ai may require Subscriber to provide consent to the updated Agreement in a specified manner before further use of the Website and/or the Ande.ai Services is permitted. If Subscriber does not agree to any change(s) after receiving a notice of such change(s), Subscriber shall stop using the Website and/or the Services. Otherwise, Subscriber’s continued use of the Website and/or Services constitutes its acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. SUBSCRIPTION; ANDE.AI PLATFORM; ANDE.AI SERVICES.

1. Ande.ai has developed a B2B hosted platform (the “Ande.ai Platform”) to assist enterprises (each, an “Enterprise”) and venues such as restaurants, event spaces, and other venues for similar purposes (each, a “Venue”) with connecting with each other and streamlining various aspects of their entertainment business functions, such as registering for events, listing Venues for such events, booking reservations, submitting entertainment-related expenses or invoices or other charges for such reservations or events, and facilitating payments associated with these activities (collectively, the “Platform Services”). Enterprises and Venues, respectively, that have entered into an Order Form with Ande.ai for Platform Services are identified as Enterprise Subscriber and Venue Subscriber, respectively, for purposes of these Terms of Use with respect to provisions that do not apply generally to all Subscribers.

2. By entering into this Agreement and subject to the terms and conditions set forth herein and any accompanying Order Form, Ande.ai hereby grants to Subscriber a non-sublicensable, non-transferrable (except as provided in Section 20(e)), non-exclusive subscription to access and use the Ande.ai Platform (the “Subscription”) by Subscriber’s and its employees, consultants, contractors, and agents who are authorized by Subscriber to access and use the Ande.ai Platform under the rights granted to Subscriber pursuant to this Agreement (each, an “Authorized User”), and, if applicable, for the Venue(s), as set forth in one or more Order Forms. Each Order Form, once mutually approved and signed by the Parties, shall be binding upon the Parties and incorporated into and form part of this Agreement.

3. In connection with the Subscription, Ande.ai shall deliver certain Ande.ai Services to Subscriber, as may be more fully described in one or more Order Forms. Ande.ai shall only be responsible for providing those Ande.ai Services expressly set forth in the applicable Order Form. If explicitly stated in an Order Form, Ande.ai will provide the implementation services set forth in such Order Form as part of the Ande.ai Services. Ande.ai will use commercially reasonable efforts to perform the Ande.ai Services in a professional and workmanlike manner and in accordance with any timelines set forth in such Order Form(s); provided, that, all timelines are intended as reasonable estimates only.

4. Subject to the terms of this Agreement, including the payment of all applicable fees, Ande.ai shall use commercially reasonable efforts to provide the Ande.ai Platform Services and make the Ande.ai Platform available in accordance with its historical uptimes.

5. In the event Subscriber subscribes to a Subscription plan indicated in an Order Form (a “Subscription Plan”), Subscriber understands and acknowledges that Subscriber’s Subscription will only be for those features and functionalities that are included in the Subscription Plan. Ande.ai does not guarantee that Subscriber’s selected Subscription Plan will be offered indefinitely. Ande.ai reserves the right to modify, add, or remove any features or functionalities offered in the Subscription Plan at its sole discretion. Ande.ai shall make reasonable efforts to notify Subscriber in advance of any material changes to the Subscription Plan.

6. Subscriber may upgrade their Subscription Plan at any time during the Term (as defined below) by providing written notice to Ande.ai. The upgrade will become effective on the date confirmed by Ande.ai, and any increase in Fees will be prorated based on the number of days remaining in the current billing cycle. The new Fee at the upgraded Subscription Plan rate will apply in full at the start of the next billing cycle. The Subscriber may not downgrade their Subscription Plan during the then-current Initial Order Term or Renewal Order Term (as each are defined below). If Subscriber desires to downgrade its Subscription Plan for a subsequent Renewal Term, Subscriber must provide Ande.ai with written notice no less than sixty (60) days prior to the end of the then-current Initial Order Term or Renewal Order Term. If timely notice is given, the downgraded Subscription Plan shall go into effect on the first day of the subsequent Renewal Term, subject to the terms of this Agreement. Subscriber understands that any downgrade of a Subscription Plan may cause loss of features, data, or functionality of the Subscription, and Ande.ai shall not be responsible or liable in any way for any such loss.

7. Following the date that Subscriber accepts these Term of Use (the “Effective Date”) and subject to the terms and effectiveness of this Agreement, each Authorized User will be able to create and register an account on the Ande.ai Platform through confidential account credentials (each, an “Account”). Subscriber will be responsible for all acts and omissions of its Authorized Users. Subscriber will promptly notify Ande.ai of any unauthorized use or access to its Accounts. Accounts may not be shared amongst Authorized Users and may not be used or accessed by any third party.

8. During the Term (as defined herein), each Authorized User may enroll in Ande.ai’s Incentive Program, made available through the Ande.ai Platform and Ande.ai Services, and such participation is subject to the terms of the Ande.ai Incentive Program Terms, https://ande.ai/reward-terms, as may be amended from time to time (the “Incentive Program Terms”). Subscriber understands and acknowledges that the terms of this Agreement do not supersede the Incentive Program Terms.

2. VENUES; BOOKINGS.

1. On the Ande.ai Platform, an Authorized User of an Enterprise may make a booking or submit a booking request for a reservation, event, or other function (each, a “Booking”) through such Authorized User’s Account, at a Venue.

2. Enterprise Subscriber understands and acknowledges that a Booking is subject to the applicable Venue’s cancellation, no-show, dress code, age restriction, and other Venue-specific policies (collectively, the “Venue Policies”). The Venue Policies shall be set forth on the Ande.ai Platform and are available for Enterprise Subscriber to review before making a Booking. Enterprise Subscriber is responsible for reviewing the Venue Policies, and Ande.ai shall not be a party to the Venue Policies nor liable to Enterprise Subscriber in any way for the Venue Policies, including any changes or modifications made to the Venue Policies or a canceled or refused Booking due to Enterprise Subscriber’s failure to adhere to or comply with the Venue Policies. Subscriber (whether an Enterprise or a Venue) understands and acknowledges that by making a Booking, Subscriber is accepting and agreeing to be bound by the Venue Policies and such Booking is subject to the Venue Policies.

3. Enterprise Subscriber shall solely be responsible for paying the Venue any fees charged by the Venue in connection with any cancellation or no-show of a Booking. In the event Enterprise Subscriber wishes to dispute a cancellation fee or the forfeiture of any pre-paid amounts, Enterprise Subscriber may contact the applicable Venue to resolve such dispute. Ande.ai is not responsible for the decisions or actions taken by the Venue in connection with any dispute regarding the cancellation fee or forfeiture of any pre-paid amounts (regardless of whether Venue is a Subscriber). Ande.ai reserves the right to limit, terminate, or suspend an Account in the event of excessive no-shows or cancellations of Bookings, as determined in Ande.ai’s sole discretion.

4. Based on the nature of the Booking (e.g., a private dining or full-buyout request), a Venue may require Enterprise Subscriber to enter into a separate contract with the Venue in order to confirm the Booking (each, a “Booking Contract”). If a Venue requires a Booking Contract, unless otherwise indicated on the Ande.ai Platform, the Booking shall not be deemed confirmed until the Venue and Enterprise Subscriber sign and enter into the Booking Contract. Enterprise and (if applicable) Venue Subscriber understand and acknowledge that Ande.ai is not responsible in any way for the execution of any required Booking Contract, shall not be a party to that Booking Contract and shall not be liable in any way to Subscriber in connection with the Booking Contract (including, without limitation, any failure to execute the Booking Contract or any breach thereof).

5. Ande.ai shall not be liable to Enterprise Subscriber for any confirmed Booking made by Enterprise Subscriber that is not honored by the Venue through no fault of Ande.ai.

6. Enterprise Subscriber understands and acknowledges that by entering into this Agreement and any Booking Contract, Enterprise Subscriber agrees to make any payment owed in connection with such Booking Contract to the Venue through the Ande.ai Platform and using the Payment Services (as defined herein).

3. PAYMENT SERVICES.

1. Ande.ai makes available payment processing services to eligible Venue Subscribers to enable such Subscribers to accept payments from Enterprises using eligible payment methods (as described below) for venue bookings and related transactions facilitated through the Ande.ai Platform (“Payment Services”). Ande.ai also enables eligible Venue Subscribers to generate invoices for Enterprises that are not Subscribers so that Venue Subscriber can receive payment from the Enterprise via ACH, e-check or credit card payment processed by Ande.ai. This Agreement applies to such Enterprises that have not entered into an Order Form with Ande.ai only to the extent applicable to the provision of these payment processing services.

2. In connection with the provision of the Payment Services, Ande.ai reserves the right, but has no obligation, to request additional information from any Subscriber and/or Authorized Users to verify Subscriber and/or Authorized User’s identity and to comply with laws and regulations governing payments, safeguard the integrity of the Ande.ai Platform, and reduce the risk of fraud, money laundering, terrorist financing, and the violation of trade sanctions. Information that Ande.ai may request, or seek to confirm, may include (as applicable) full legal name or business entity name, mailing address, phone number, date of birth, taxpayer identification number (e.g. Social Security Number or Employer Identification Number), bank account information, and a form of government-issued identification.

3. Venue Subscriber acknowledges that Venue Subscriber contracts directly with any applicable Enterprise for Reservations and the provision of goods or services through the Ande.ai Platform and Venue Subscriber is solely responsible for its, and its Authorized User’s, interactions with its customers, whether at a Venue or otherwise in connection with any Reservation or any other arrangement between the Venue Subscriber and an Enterprise. Ande.ai is not a party to any such agreement or other transaction between Venue Subscriber and an Enterprise. With the exception of the provision of the Managed Hospitality Services by Ande.ai (as defined and described below) to eligible Enterprise Subscribers, the role of Ande.ai is limited to facilitating Subscriber transactions through hosting the Ande.ai Platform and by providing services to facilitate payments to Venue Subscriber for Reservations, bookings and other transactions (including, without limitation, prepaid reservations and cancellation or no-show fee payments) as described in this Agreement. All payments for bookings and other transactions facilitated through the Ande.ai Platform must be made through the Ande.ai Platform. Venue Subscriber may accept payments through the Payment Services via credit or debit card, Automated Clearing House (ACH), or other payment methods that Ande.ai may make available at its sole discretion.

4. Ande.ai provides a managed entertainment services solution (i.e., the “Managed Hospitality Services”) to eligible Enterprise Subscribers pursuant to which Ande.ai provides comprehensive event management services including handling certain aspects of Venue identification and facilitation of booking based on criteria and specifications provided by the Enterprise. For Enterprises that obtain Managed Hospitality Services, Ande.ai, and not the Enterprise, shall be the responsible party for paying Venues any agreed upon invoiced amounts due and payable for Booking Contracts entered into through the Managed Hospitality Services. Ande.ai will invoice Enterprise in the ordinary course in accordance with the cadence set forth in the Order Form or otherwise agreed to by the Parties for the Managed Hospitality Services, which include, but are not necessarily limited to, pass-through costs of Bookings invoices paid by Ande.ai and Ande.ai Fees in accordance with Section 6 of this Agreement. Amounts invoiced to Enterprise by Ande.ai are due and payable in accordance with the terms of the applicable invoice. Subscriber agrees and understands that Ande.ai is the payer of any invoices issued by Subscriber for Booking Contracts entered into with Enterprises that obtain the Managed Payment Services, and Ande.ai shall be obligated to pay any undisputed invoice amounts on or before the date such invoices are due. Notwithstanding the foregoing, (1) Subscriber acknowledges that Subscriber is and remains fully responsible for compliance with all other terms of any applicable Booking Contract (whether as Enterprise or Venue), and Enterprise (not Ande.ai) remains directly liable to Venue for any fees or amounts due to Venue as a result of Subscriber’s breach of a Booking Contract.

5. Enterprise may make payments for Managed Hospitality Services via credit or debit card, Automated Clearing House (ACH), or other payment methods that Ande.ai may make available at its sole discretion (“Payment Method”) and as reflected on the applicable Ande.ai invoice. Enterprise may be required to provide and store a Payment Method and information on the Ande.ai Platform before obtaining the Managed Hospitality Services and before Ande.ai will facilitate Booking Contracts on behalf of Enterprise through the Services. By providing, storing, or submitting a Payment Method through the Ande.ai Platform in connection with the Managed Hospitality Services, Enterprise hereby acknowledges: (1) the obligation of Ande.ai to pay agreed upon fees or other amounts owed to the Venue in connection with any applicable Booking; and (2) the obligation of Subscriber to pay Ande.ai for the Managed Hospitality Services in accordance with the terms of this Agreement, any applicable Order Form, and each invoice issued thereunder. Further, Enterprise authorizes Ande.ai to charge Enterprise’s Payment Method for any unpaid amounts due to Ande.ai pursuant to the Managed Hospitality Services, including, but not limited to, an additional fees incurred as specified herein. Enterprise agrees to provide accurate and complete information in order for Ande.ai to receive, process, and (if applicable) disburse payments made through the Platform. Enterprise further acknowledges and agrees that Enterprise shall be responsible for ensuring at all times during the Term that Enterprise’s Payment Method is valid, up-to-date, and has sufficient funds to cover any payment obligations owed.

6. Other than with respect to Managed Hospitality Services as described above, payments to Venue Subscriber from Enterprises through the Ande.ai Platform are processed by Ande.ai together with its third-party payment services providers (“Payment Processors”) on behalf of Venue Subscriber to facilitate the settlement of proceeds to Venue Subscriber, less any amounts owed to Ande.ai. Ande.ai currently uses Finix Payments, Inc. as its Payment Processor for payment services (e.g., card acceptance, merchant settlement, and related services). Ande.ai reserves the right in its sole discretion to change Payment Processors at any time, provided that Ande.ai promptly notifies Venue Subscriber of such change and any requirements or obligations of Venue Subscriber necessary in connection with such change and Venue Subscriber’s use of the Ande.ai Platform. By making use of some or all of the Payment Services on the Ande.ai Platform, Subscriber agrees to be bound by Ande.ai’s policies and any applicable Payment Processor policies, user agreements, or terms and conditions.

7. To the extent applicable, Venue Subscriber hereby appoints Ande.ai as its limited payments agent for the sole purpose of receiving, holding, and settling payments to Subscriber for purchases made through the Ande.ai Platform. Ande.ai will settle payments that are actually or constructively received by Ande.ai to Venue Subscriber, less any amounts owed to Ande.ai, including fees and other obligations, as set forth in this Agreement. Venue Subscriber agrees that a payment actually or constructively received by Ande.ai, on behalf of Venue Subscriber, satisfies the Enterprise’s obligation to make payment to Venue Subscriber for Enterprise’s purchase through the Ande.ai Platform, regardless of whether Ande.ai actually settles such payment to Venue Subscriber. If Ande.ai does not settle any such payments as described in this Agreement to Venue Subscriber, Venue Subscriber will have recourse only against Ande.ai and not the Enterprise, as payment is deemed made by Enterprise to Venue Subscriber upon constructive or actual receipt of funds by Ande.ai. In accepting this appointment as the limited payments agent of Venue Subscriber, Venue Subscriber agrees that Ande.ai assumes no liability for any acts or omissions of Venue Subscriber, and Venue Subscriber understands that the obligation of Ande.ai to settle funds to Venue Subscriber is subject to and conditional upon the Enterprise’s actual payment and the terms of this Agreement.

8. Ande.ai will disburse funds to Venue Subscriber to the account associated with the payout information designated by the Venue Subscriber. Venue Subscriber must provide to Ande.ai all required information, including valid bank account information, to be able to receive settlement. If payment is made to Venue Subscriber in error, or if Venue Subscriber receives funds that Venue Subscriber is not otherwise entitled to receive at the time of disbursement, Ande.ai has the right to recoup such amounts from the Venue Subscriber, including without limitation by initiating a debit or charge to any account provided by Venue Subscriber in connection with the Payment Services or the Ande.ai Platform generally. Ande.ai may also offset against funds pending settlement to Venue Subscriber any sums due, or reasonably likely to become due, to Ande.ai pursuant to this Agreement, including without limitation any Fees owed by Venue Subscriber to Ande.ai.

   For convenience, the Ande.ai Platform provides Venue Subscriber with information regarding the proceeds of sales pending settlement. This information merely reflects the amount of sales proceeds processed on Venue Subscriber’s behalf and does not constitute a deposit or other obligation of Ande.ai to Venue Subscriber. It is provided for reporting and informational purposes only. Funds pending settlement to Venue Subscriber will be held in an account owned or controlled by Ande.ai (or Payment Processor, if applicable). Venue Subscriber agrees that it is not entitled to any interest or other compensation associated with such funds pending settlement to Venue Subscriber, that Venue Subscriber has no right to direct any such account holding such funds, and that Subscriber may not assign any interest in the accounts held by or controlled by Ande.ai.

   In some cases, settlement of the payment processing proceeds could be temporarily delayed by an issue at Ande.ai, the Payment Processor, Venue Subscriber’s designated financial institution or other event(s) outside of Ande.ai’s reasonable control. Ande.ai is not obligated to refund any Fees or reimburse any expenses due to delayed settlements. In addition, Venue Subscriber’s designated financial institution’s settlement and account crediting procedures may at times cause delays in the crediting of funds to Venue Subscriber’s linked bank account and Ande.ai does not have control over these delays.

9. Venue Subscriber acknowledges that Venue Subscriber remains solely responsible for the payment of any and all refunds, reversals, cancellations, and any similar charges that arise as the result of any Payment Services facilitated through the Ande.ai Platform. Notwithstanding the foregoing, Ande.ai may grant refunds or credits to Enterprises in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by Ande.ai or Venue Subscriber, in each case in Ande.ai’s sole discretion. Ande.ai reserves the right to recoup the amount refunded by offsetting it against any amount pending settlement or otherwise payable or due to Venue Subscriber.

10. In the event that an Enterprise submits a chargeback request to its bank or financial institution in connection with a transaction involving Venue Subscriber that is processed through the Payment Services, Ande.ai will inform Venue Subscriber of the chargeback request. Venue Subscriber agrees to provide evidence that the relevant services or other goods involved in the request were provided in accordance with the terms of the relevant agreement between Enterprise and Venue Subscriber, as well as any additional information Ande.ai may request, within five (5) days of being informed by Ande.ai of the chargeback. If a chargeback request is submitted by an Enterprise before amounts are settled to Venue Subscriber as described in this Section 3, Venue Subscriber agrees that Ande.ai may hold the settlement until the chargeback dispute is determined by the Enterprise’s payment card issuer, and if the chargeback dispute is warranted, Ande.ai will not settle any such funds for the transaction at issue to the Venue Subscriber. Venue Subscriber also agrees that Ande.ai reserves the right to manage the risks associated with providing the Ande.ai Platform and the Payment Services by placing restrictions on the settlement of funds to Venue Subscriber when Ande.ai deems it is necessary at its sole discretion, including as necessary to comply with law or mitigate fraud or abuse of the Ande.ai Platform or the Payment Services. For example, a hold may be placed if Ande.ai has reason to believe there is an increased risk associated with a certain transaction, if an Enterprise files a dispute or requests a return or reversal, or there have been prior complaints or disputes relating to the Venue Subscriber’s services.

    Further, Ande.ai reserves the right to temporarily withhold a portion of funds pending settlement to Venue Subscriber if Ande.ai, in its sole discretion, determines such action is necessary to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness Venue Subscriber may have incurred with Ande.ai or any Enterprise.

11. The amounts paid under this Agreement do not include any Sales Tax that may be due in connection with any services provided under this Agreement.  If Ande.ai determines it has a legal obligation to collect Sales Tax from Subscriber in connection with this Agreement, Ande.ai shall collect such Sales Tax in addition to the amounts required under this Agreement.  If any Ande.ai Services, or payments related to the Ande.ai Services, under the Agreement are subject to Sales Tax in any jurisdiction and Subscriber have not remitted the applicable Sales Tax to Ande.ai, Subscriber will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and Subscriber will indemnify Ande.ai for any liability or expense Ande.ai may incur in connection with such Sales Taxes.  Upon Ande.ai’s request, Subscriber will provide Ande.ai with official receipts issued by the appropriate taxing authority, or such other evidence that Subscriber has paid all applicable taxes.  For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

12. Certain Venue Subscribers may obtain payment processing services directly from the Payment Processor and Payment Processor may settle applicable payment processing proceeds directly with Venue Subscriber. Finix (as the current Payment Processor), provides such services in accordance with, and Venue Subscriber hereby agrees to and acknowledges, the terms of Finix’s Privacy Policy and Terms & Policies available at https://finix.com/terms-and-policies, as may be updated by Finix from time to time without notice.

4. CONNECTED ACCOUNTS.

1. For purposes of this Agreement,

2. “Connected Account” shall mean any third-party service provider or platform connected to, or integrated with, the Ande.ai Platform by or on behalf of Subscriber, such as third-party software, third-party booking platforms, third-party e-commerce stores, and platforms, or third-party payment processors.

3. “Documentation” shall mean any user manuals, handbooks, and online materials provided by Ande.ai to Subscriber that describe the features, functionality, or operation of the Ande.ai Platform.

4. “Venue Details” shall mean a Venue’s name, logo, address, contact information, hours and days of operation, name(s) of the private dining room(s), menus, pictures, floorplans, statistics about the Venue’s average per-person spend, availability information, policies (which includes, without limitation, the Venue’s cancellation policy, booking policy, and payment policy), spend data for those Reservations made by or submitted through the Ande.ai Platform or Ande.ai Services (which includes, without limitation, itemized check information and payment information), and other information specific to the Venue, as may be accessed, provided, or published on a Connected Account or through the Ande.ai Platform, set forth in an Order Form, reasonably requested by Ande.ai, or otherwise communicated to Ande.ai by Subscriber.

5. In order to access many of the features and functions of the Ande.ai Platform and for Ande.ai to provide the Ande.ai Services, Subscriber may need to link one or more Connected Accounts to the Ande.ai Platform. Subscriber hereby agrees to link one or more Connected Accounts to the Ande.ai Platform, as may be requested by Ande.ai or otherwise set forth in the Documentation. Solely in connection with the Ande.ai Services, Ande.ai hereby grants to Subscriber a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 20(e)) license to use the Documentation during the Term. Subscriber is solely responsible for complying with all Documentation related to the proper setup and integration of the Connected Accounts, and Ande.ai shall not be responsible for any failure of Subscriber to comply with such Documentation.

6. If Subscriber does not have a Connected Account required for the Ande.ai Platform and/or Ande.ai Services, Subscriber hereby grants Ande.ai the permission and authority to discuss, facilitate, and initiate the creation and set up of a Connected Account on Subscriber’s behalf, as may be necessary, solely in connection with the Subscription. For the avoidance of doubt, Ande.ai shall not be responsible for the creation, engagement, or setup of any Connected Account or entering into any contract, agreement, or arrangement with the third-party provider of such Connected Account on Subscriber’s behalf.

7. By granting Ande.ai access to any Connected Account:

8. Subscriber represents and warrants that it is entitled to disclose any log-in information provided by Subscriber in connection therewith (if applicable) and/or to grant Ande.ai access to such Connected Accounts;

9. Subscriber represents and warrants throughout the Term that it is in good standing with respect to such Connected Accounts; and

10. Subscriber acknowledges that Ande.ai may access or collect any data from or provided by any Connected Account, which includes, without limitation, Venue Details (collectively, “Connected Account Data”), so that it may be used in accordance with the terms of this Agreement and in connection with the Platform Services.

11. Subscriber acknowledges and agrees that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Ande.ai shall have no liability for any unavailability of any Connected Account, or any third-party provider’s decision to discontinue, suspend, or terminate any Connected Account.

12. Subscriber further acknowledges and agrees that Ande.ai relies on the accuracy and completeness of the Venue Details to operate the Ande.ai Platform and provide the Platform Services and Ande.ai Services. Venue Subscriber shall keep the Venue Details up to date at all times during the Term.

13. At all times during the Term, Venue Subscriber hereby agrees to provide Ande.ai with “concierge” access and status on any applicable Connected Account for each Venue. If, for any reason during the Term, Venue Subscriber removes Ande.ai from “concierge” status or access or Ande.ai does not otherwise have such access or status for any reason, Venue Subscriber understands and acknowledges that Venue Subscriber’s use of the Ande.ai Platform and the performance of the Ande.ai Services may be suspended, and Ande.ai shall not be liable to Venue Subscriber or any third party for any such suspension.

14. Subscriber agrees to cooperate with Ande.ai and provide all information, data, and approvals as are reasonably requested by Ande.ai or a Connected Account, and Ande.ai will not be responsible for any delays resulting from Subscriber’s failure to provide such information, data, and approvals. Ande.ai is not responsible or liable for any delay or failure of performance caused in whole or in part by Subscriber’s delay in performing, or failure to perform, any of its obligations under this Agreement, including without limitation, failure to comply with its obligations set forth in this Section 4.

15. Subscriber acknowledges that Subscriber is solely responsible, and that Ande.ai is not responsible or liable in any way for any interactions at any Venue between the Venue and the Enterprise, including any Authorized Users of such Parties as well as any other individuals or third parties as a result of or in connection with a reservation made at the Venue by or on behalf of an Enterprise (a “Reservation”), or for the dining or other experience of an Enterprise at a Venue.

16. Certain required Connected Accounts for the Ande.ai Platform and Ande.ai Services may have additional terms and conditions to which Subscriber is subject and to which Subscriber must comply with as a condition of using the Ande.ai Platform and the Ande.ai Services. These required Connected Accounts, and any corresponding terms and conditions, are set forth in Subscriber’s Order Form. By entering into the Order Form and this Agreement, Subscriber acknowledges and agrees to any such terms and conditions.

5. USE OF THE ANDE.AI PLATFORM.

1. Each Authorized User will be provided access to and use of the Ande.ai Platform and, if applicable, the Payment Services (as defined and described in Section 3) through confidential account credentials. Subscriber will be responsible for all uses of its account, except to the extent caused by Ande.ai’s gross negligence. Subscriber will promptly notify Ande.ai of any unauthorized use or access to its account(s). Authorized User seats may not be shared amongst other Authorized Users and may not be used or accessed by any third party.

2. Subscriber will not, and will not permit any Authorized User or a third party to: (i) reverse engineer, disassemble, or decompile any component of the Ande.ai Platform; (ii) interfere in any manner with the operation of the Ande.ai Platform or the hardware and network used to operate the Ande.ai Platform; (iii) sublicense any of Subscriber’s rights under this Agreement, or otherwise use the Ande.ai Platform for the benefit of a third party or to operate a service bureau; (iv) modify, copy or make derivative works based on any part of the Ande.ai Platform; or (v) otherwise use the Ande.ai Platform or Ande.ai Services in any manner that exceeds the scope of use permitted under Section 1(b) and Section 1(c).

6. FEES; PAYMENT; SUSPENSION OF SERVICES.

1. In consideration of the Subscription, Subscriber shall pay to Ande.ai the amounts set forth in each applicable Order Form (collectively, the “Fees”) and in accordance with such specified payment terms and schedules therein. Fees include any applicable Payment Processing Fees separately set forth on the Order Form and in accordance with the terms of such Order Form. All payments of the Fees shall be made in U.S. Dollars by the payment method set forth in the applicable Order Form. Ande.ai at its sole election may require Subscriber to provide a credit card for automatic bill payment.

2. All Fees are exclusive of, and Subscriber shall pay, all sales, use, excise, and other taxes and applicable export and import fees, customs duties, and similar charges that may be levied upon Subscriber in connection with this Agreement. All Fees shall be paid by Subscriber to Ande.ai in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law). Subscriber agrees that Ande.ai may offset Fees due and payable to Ande.ai against payment processing proceeds pending settlement to Subscriber in accordance with Section 3 of this Agreement, regardless of whether such Fees are Payment Processing Fees or any other Fees.

3. As applicable, Enterprise shall pay any fees or other costs associated with the provision of the Payment Services imposed by Ande.ai and/or by Venue. If Enterprise has not signed an Order Form or otherwise entered into an agreement with Ande.ai for Ande.ai Services, Enterprise may be subject to additional fees in connection with payments processed on behalf of Venues through the Ande.ai Platform. Subscriber acknowledges that such fees may vary based on Payment Method. Fees or other amounts due to Venue and/or Ande.ai related to the provision of the Ande.ai Platform and the Payments Services will be set forth in the applicable Order Form or otherwise disclosed to Enterprise at the time of payment.

4. If Subscriber fails to make any payment when such payment becomes due or cannot be billed to Subscriber’s credit card on file with Ande.ai (or otherwise offset as described in this Agreement), then, in addition to all other rights or remedies that may be available: (i) Ande.ai may charge interest on the past due amounts at the rate of one and one-half percent (1.5%) per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Subscriber shall reimburse Ande.ai for all costs incurred by Ande.ai in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days following the date such amounts became due and payable, Ande.ai may suspend the Subscription and Subscriber’s access to the Ande.ai Platform and suspend the performance of the Ande.ai Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Subscriber or any third party by reason of such suspension.

5. Subscriber shall maintain complete, accurate, and up-to-date Subscriber billing and contact information, including without limitation bank account information.

7. CONFIDENTIAL INFORMATION.

1. In connection with this Agreement, each Party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (as the “Receiving Party”). Subject to Section 7(b), “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing, (i) all non-public Subscriber Data (including all personal information of the Authorized Users) is and will remain the Confidential Information of Subscriber; (ii) non-public information derived from or concerning the Ande.ai Services, the Ande.ai Platform, Documentation, and Performance Data is and will remain the Confidential Information of Ande.ai; and (iii) the terms of this Agreement are the Confidential Information of both Parties.

2. Confidential Information does not include information that: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (ii) was or becomes generally known by the public other than by the Receiving Party’s or any of its representatives’ noncompliance with this Agreement; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

3. Each Receiving Party recognizes and agrees that the Confidential Information of the Disclosing Party is critical to the Disclosing Party’s business and that neither Party would enter into this Agreement without assurance that such information and its value will be protected as provided in this Section 7 and elsewhere in this Agreement. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall at all times during the Term:

4. not access or use, or permit the access or use of, Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

5. except as may be permitted by and subject to its compliance with Section 7(d), not disclose or permit access to Confidential Information other than to its representatives who: (A) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (B) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 7; and (C) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 7;

6. safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its sensitive information and in no event less than a reasonable degree of care;

7. ensure its representatives’ compliance with, and be responsible and liable for any of its representatives’ noncompliance with, the terms of this Section 7; and

8. notify the Disclosing Party in writing promptly any unauthorized disclosure or use of the Disclosing Party’s Confidential Information and cooperate with the Disclosing Party to protect the confidentiality and ownership of all intellectual property rights, privacy rights, and other rights therein.

9. If the Receiving Party or any of its representatives are compelled by applicable law to disclose any Confidential Information, then, to the extent permitted by applicable law, the Receiving Party shall: (i) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy, or waive its rights under Section 7(c); and (ii) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 7(d), the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose and, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment. No such compelled disclosure by the Receiving Party will otherwise affect the Receiving Party’s obligations hereunder with respect to the Confidential Information so disclosed.

10. Subscriber understands and acknowledges that Ande.ai may share non-personal data provided by Subscriber to third parties where necessary to provide the Ande.ai Platform, Ande.ai Services, and Enterprise Services.

8. OWNERSHIP AND DATA.

1. Subscriber acknowledges that Ande.ai retains all right, title, and interest in and to the Documentation, Ande.ai Services, Ande.ai Platform, and all Ande.ai proprietary information and technology used by Ande.ai or provided to Subscriber in connection with the Subscription including all improvements, enhancements, or modification thereto (collectively, the “Ande.ai Property”), and that the Ande.ai Property is protected by intellectual property rights owned by or licensed to Ande.ai. Other than as expressly set forth in this Agreement, no license or other rights in the Ande.ai Property are granted to the Subscriber. Subscriber hereby grants Ande.ai a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Ande.ai Platform any suggestions, enhancement requests, recommendations, or other feedback provided by Subscriber, including any Authorized Users, relating to the Ande.ai Platform or Ande.ai Services. Ande.ai shall not identify Subscriber as the source of any such feedback.

2. Subscriber retains all right, title, and interest in and to any data uploaded or transmitted to the Ande.ai Platform or through the Ande.ai Services by Subscriber (the “Subscriber Data”). Subscriber hereby grants to Ande.ai a non-exclusive, worldwide, royalty-free, and fully paid-up license to access and use Subscriber Data to provide the Ande.ai Services to Subscriber. The Ande.ai Services do not replace the need for Subscriber to maintain regular data backups or redundant data archives. ANDE.AI HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF SUBSCRIBER DATA.

3. Ande.ai retains all right, title, and interest in and to any log files, metadata, telemetry data, and other technical performance data automatically generated by the Ande.ai Platform relating to the use, performance, efficacy, reliability and/or accuracy of the Ande.ai Platform (collectively, the “Performance Data”), which does not contain any personally identifiable information or Subscriber Data, and may use the Performance Data for any lawful purpose.

4. Subject to the terms and conditions of this Agreement, Ande.ai grants to Subscriber a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and license during the Term to use Ande.ai’s trademarks, logos, and service marks (collectively, the “Ande.ai Marks”) in the form provided by Ande.ai to the Subscriber solely for the purposes of marketing and promoting the Ande.ai Platform. Should Ande.ai, in its sole discretion, find any use of the Ande.ai Marks by Subscriber objectionable, Ande.ai shall notify Subscriber of such objectionable use, and Subscriber shall immediately cease using the Ande.ai Marks in the manner found objectionable by Ande.ai.

9. DATA SECURITY.

1. As of the Effective Date, Ande.ai utilizes Amazon Web Services (AWS) as a reputable hosting service provider to store all Subscriber Data; provided, that, Ande.ai may utilize other hosting service providers of similar repute (such as Microsoft Azure or Google Cloud Platform) from time to time during the Term.

2. Subscriber acknowledges and agrees that Ande.ai will process all Subscriber Data that is personal information in accordance with its privacy policy available at https://ande.ai/privacy, as may be amended, modified, supplemented, or replaced from time to time (the “Ande.ai Privacy Policy”), and as set forth herein.

3. Ande.ai will: (i) use industry standard measures designed to protect the security and integrity of all Subscriber Data that is collected, accessed, stored, or received by Ande.ai in connection with the Ande.ai Platform of the performance of the Ande.ai Services, including, without limitation, all Authorized User Data and Cardholder Data; and (ii) develop, implement, and maintain a written comprehensive security program (“Security Program”) with administrative, technical, and physical safeguards designed to protect the Subscriber Data against unauthorized disclosure or use of such data and any anticipated or reasonably foreseeable threats or hazards to the security or integrity of such Subscriber Data. The Security Program will comply with applicable federal and state privacy laws. In addition, Ande.ai will comply with applicable rules, regulations, standards, and security requirements of the Payment Brand, including, without limitation, the PCI-DSS, in each case, as may be amended, modified, supplemented, or replaced from time to time (“Security Requirements”). Ande.ai will update and keep the Security Program current in light of changes in relevant technology and Security Requirements. Ande.ai will maintain a complete audit trail of all transactions and activities associated with all Authorized User Data and will provide Subscriber with such audit information that covers the controls for any sites and facilities from which the Ande.ai Services are provided and any location where the Authorized User Data is stored, complete an audit or self-assessment, as required, to certify Ande.ai’s compliance with the PCI-DSS and provide Subscriber with such evidence, information, and documentation as is reasonably necessary to confirm that Ande.ai is in compliance with all applicable Security Requirements. If, during the Term, Ande.ai undergoes, or has reason to believe that it will undergo, an adverse change in its certification of compliance status with material data security industry standards (e.g., PCI-DSS), it will promptly notify Subscriber of such circumstances in writing.

4. Without limiting any obligation of Ande.ai herein, if at any time Ande.ai discovers or otherwise becomes aware of any Security Event that impacts Subscriber, Ande.ai will: (i) promptly (within 72 hours) notify Subscriber of such Security Event and furnish Subscriber with the full details of such Security Event; and (ii) reasonably cooperate with Subscriber in any effort, action, or proceeding to protect the Authorized User Data and/or Cardholder Data and to mitigate and/or remediate the cause(s) of the Security Event, as such may be required by applicable laws or regulations, including breach notification laws and credit reporting laws.

5. If any disclosure, use or breach of any Authorized User Data requires Subscriber, under applicable laws or regulations, to make a disclosure to any third party, Subscriber will be solely responsible for making such disclosure, including determining the content, methods, and means of such disclosure. Ande.ai will reasonably cooperate with Subscriber in formulating the disclosure, but Ande.ai will not make any such disclosure at its own initiative without Subscriber’s prior consent. To the extent the breach is caused by or related to a breach of the Agreement by Ande.ai (or its employees, contractors, service providers, representatives, or advisors), Ande.ai will pay all reasonable costs and expenses of: (i) such disclosures and notification (including any legal or forensic expenses, fulfillment service expenses, or call center expense relating to the breach), and (ii) any applicable monitoring and reporting on the impacted individuals’ credit records or the restoration of the impacted individuals’ credit or identity.

6. Subscriber has and will retain sole responsibility for: (i) all Subscriber Data, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Subscriber or any Authorized User in connection with the Ande.ai Platform and Ande.ai Services; (iii) Subscriber’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Subscriber or through the use of third-party services (“Subscriber Systems”); (iv) the security and use of Subscriber’s and its Authorized Users’ Accounts; and (e) all access to and use of the Ande.ai Platform or Ande.ai Services directly or indirectly by or through the Subscriber Systems or its or its Authorized Users’ Accounts, with or without Subscriber’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

7. Subscriber shall employ all physical, administrative, and technical controls, screening, and security procedures, and other safeguards to: (i) securely administer the distribution and use of all access credentials for its Accounts and protect against any unauthorized access to or use of the Ande.ai Platform or Ande.ai Services; and (ii) control the content and use of Subscriber Data, including the uploading or other provision of Subscriber Data by the Ande.ai Platform or through the Ande.ai Services.

8. For purposes of this Section 9:

   1. “Authorized User Data” shall mean all data and information collected from an Authorized User, including, without limitation, any personally identifiable information or Cardholder Data.

   2. “Cardholder Data” has the meaning provided in the PCI-DSS, including (1) with respect to a payment card or similar data, the account holder’s name, account number, service code, card validation code/value, PIN or PIN block, valid to and from dates and magnetic stripe data; and (2) information relating to a payment card transaction that is identifiable with a specific Account.

   3. “Payment Brand” shall mean the PCI Security Standards Council and any credit or debit card provider, gift card provider, or other stored value and loyalty program card provider, including, but not limited to, American Express, Visa, U.S.A., Inc., MasterCard International, Inc., Discover Financial Services, LLC, and JCB International.

   4. “PCI-DSS” shall mean the current version of the Payment Card Industry Data Security Standard, as such may be amended, modified, supplemented, or replaced from time to time.

   5. “Security Event” shall mean an event where: (1) Authorized User Data or Confidential Information of Subscriber in Ande.ai’s or its subcontractors’ possession or control is accessed or received by an individual or entity not authorized to access or receive such information, (2) there is a reasonable basis to believe that Authorized User Data or Confidential Information of Subscriber in Ande.ai’s or its subcontractors’ possession or control may have been accessed or received by an unauthorized individual or entity, (3) an individual or entity authorized under this Agreement to use or access Authorized User Data or Confidential Information of Subscriber is using, or reasonably suspected of using, any Authorized User Data or Confidential Information of Subscriber in a manner not authorized under this Agreement, or (4) Authorized User Data or Confidential Information of Subscriber in Subscriber’s (or its third-party contractors’) possession or control is accessed (or there is a reasonable basis to believe may have been accessed) through the Ande.ai Platform in a manner or for a purpose not authorized under this Agreement or permitted under applicable laws or regulations.

10. TERM; TERMINATION.

1. This Agreement is effective as of the Effective Date and shall continue until all Order Forms have expired, unless terminated earlier in accordance with the terms of this Agreement (the “Term”).

2. Unless otherwise set forth in an Order Form, each Order Form will have an initial term of one (1) year (the “Initial Order Term”), and will automatically renew for successive one (1) year terms (each, a “Renewal Order Term” and collectively with the Initial Order Term, the “Order Term”), unless either Party provides no less than thirty (30) days written notice of its intent to terminate the Order Form prior to the end of the then-current Order Term. Unless otherwise set forth in the Order Form, Ande.ai may increase the Fees for any Renewal Order Term by providing no less than forty-five (45) days prior written notice of such Fee increase to Subscriber. The Parties understand and acknowledge that the termination of one Order Form does not automatically terminate this Agreement or any other Order Form then in effect, unless otherwise explicitly agreed to in a signed writing by the Parties.

3. Ande.ai may terminate this Agreement for any reason at any time by providing Subscriber with sixty (60) days written notice of its intention to terminate this Agreement.

4. Ande.ai may terminate this Agreement, effective upon written notice to Subscriber, if Subscriber: (i) fails to pay any amount when due hereunder, and such failure continues more than forty-five (45) days after Ande.ai’s delivery of written notice thereof; (ii) breaches any of its obligations under Section 5 or Section 7; or (iii) a change in applicable laws or card network rules, or interpretations thereof, makes it impossible or impractical for Ande.ai to continue to provide the Ande.ai Services and/or the Platform Services as described in this Agreement and any applicable Order Form.

5. Either Party may terminate this Agreement, effective upon written notice to the other Party, if the other Party breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.

6. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

7. If Subscriber terminates this Agreement, and/or any related Order Form(s), without cause, Subscriber shall be liable to Ande.ai for all unpaid amounts due to Ande.ai for the Order Term, including without limitation any unpaid subscription fees or monthly minimum amounts, and all such amounts shall be immediately due and payable.

8. Upon the expiration or termination of this Agreement for any reason, including termination by Subscriber without cause, (i) any amounts owed to Ande.ai under this Agreement will become immediately due and payable, and Subscriber shall remain liable for any amount due under any Order Form through the effective termination date, any termination fees charged pursuant to an Order Form or this Agreement, and any amount that may later become due as a result of a chargeback, fines, fee disputes, penalties, or similar liability; (ii) each Party will return to the other all property (including any Confidential Information) of the other Party; (iii) in the case of termination by Venue Subscriber, Ande.ai will no longer publish the Venue Details on the Ande.ai Platform to the Enterprises; (iv) Subscriber’s access to the Ande.ai Platform will cease; (v) the Subscription shall be deemed terminated and all active Order Forms shall automatically terminate as of the effective termination date of this Agreement; and (vi) the license granted by Ande.ai to Subscriber for Subscriber’s use of the Ande.ai Marks as set forth in Section 8(d) shall be terminated and Subscriber shall immediately cease any and all use of the Ande.ai Marks. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, indemnification obligations, warranty disclaimers, and limitations of liability. Venue Subscriber understands and acknowledges that Ande.ai may retain certain Venue Details following any termination of this Agreement to the extent reasonably necessary, as determined by Ande.ai, in connection with the Platform Services.

9. Further, once a Party provides written notice to the other Party of its intention to terminate this Agreement pursuant to Sections 10(b)-(g), as applicable (the “Termination Notice”), the Authorized Users shall not be permitted to make any new Bookings for a date that follows the effective termination date. If a Booking is made by an Authorized User prior to the Termination Notice but is scheduled to occur before the effective termination date, such Booking will remain effective on the Ande.ai Platform. If a Booking is made by an Authorized User prior to the Termination Notice but is scheduled to occur after the effective termination date, Ande.ai will, upon prior written notice to the applicable Authorized User and without any further obligation or liability to Enterprise Subscriber or any Authorized User whatsoever, transfer such Booking off the Ande.ai Platform to the applicable Authorized User in such Authorized User’s name, and such Booking, once transferred to the applicable Authorized User, will not utilize the Ande.ai Platform or Ande.ai Services in any way.

11. PUBLICITY. By entering into this Agreement, Subscriber permits Ande.ai to use its name and logo (including, for Venue Subscriber, any name and logo associated with the Venue) on Ande.ai’s website and in sales presentations and activities, marketing materials, promotional videos, content, and social media posts, and press releases identifying Subscriber as a customer of Ande.ai.

12. NON-SOLICITATION. During the Term and for a period of twelve (12) months thereafter, Subscriber shall not, and shall not assist any other person to, directly or indirectly, recruit or solicit (other than by general advertisement not directed specifically to any person) for employment or engagement as an independent contractor any person then or within the prior twelve (12) months employed or engaged by Ande.ai. In the event of a violation of this Section 12, Ande.ai will be entitled to liquidated damages equal to the compensation paid by Ande.ai to the applicable employee or contractor during the prior twelve (12) months.

13. WARRANTY; DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ANDE.AI SERVICES, ANDE.AI PLATFORM, AND DOCUMENTATION ARE PROVIDED “AS IS,” “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. THE ANDE.AI PARTIES DO NOT WARRANT THAT: (I) THE ANDE.AI PLATFORM WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE PROVIDED OR MADE AVAILABLE BY ANDE.AI IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE RESULTS OF USING THE ANDE.AI PLATFORM OR ANDE.AI SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS; OR (V) THE ANDE.AI PLATFORM WILL BE UNINTERRUPTED OR THAT ANY INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER. SUBSCRIBER’S USE OF THE ANDE.AI PLATFORM AND ANDE.AI SERVICES IS SOLELY AT SUBSCRIBER’S OWN RISK. FURTHERMORE, ANDE.AI MAKES NO WARRANTY AS TO THE SAFETY, SECURITY, MERCHANTABILITY, FITNESS, RELIABILITY, OR USABILITY OF ANY CONNECTED ACCOUNTS, PAYMENT SERVICES, OR THIRD-PARTY INTEGRATIONS WITH THE ANDE.AI PLATFORM OR ANDE.AI SERVICES.

14. INDEMNIFICATION.

1. Subscriber shall defend, indemnify, and hold harmless Ande.ai and its affiliates, employees, officers, directors, agents, partners, service providers, representatives, successors, and assigns (collectively, the “Ande.ai Parties”) from and against all liabilities, claims, and expenses including reasonably attorneys’ fees that arise from or relate to: (i) Subscriber’s or any Authorized User’s use or misuse of, or access to, the Ande.ai Platform or Ande.ai Services; (ii) the Subscriber Data and Venue Details; (iii) any act or omission of Subscriber, any Authorized User, or any third party using Subscriber’s or an Authorized User’s access credentials, account, or identity; (iv) any chargebacks, fees, fines, penalties, dispute fees, refunds, overdue amounts or other liability Ande.ai incurs as the result of the acts of Subscriber in connection with the provision of the Payment Services through the Ande.ai Platform; (v) any breach of the Agreement by Subscriber; or (vi) the Connected Account, the Connected Account Data, and/or Subscriber’s relationship with the third-party provider of the Connected Account.

2. Ande.ai shall defend, indemnify, and hold harmless Subscriber from and against all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate the infringement of any third-party intellectual property right by the Ande.ai Platform or Ande.ai Services when used by Subscriber as permitted under this Agreement and the Documentation and without modification. This Section sets forth the entire obligation of Ande.ai and the exclusive remedy of Subscriber against Ande.ai for any claim that the Ande.ai Platform infringes a third party’s intellectual property rights.

3. Subscriber acknowledges that Subscriber is solely responsible, and that Ande.ai is not responsible or liable in any way for any interactions, whether at a Venue or otherwise, between the Venue and the Enterprise, including any Authorized User of such Parties as well as any other individuals or third parties as a result of or in connection with a Reservation, or for the Enterprise’s or any other party’s dining or other experience at a Venue, or for any and all claims, damages, illnesses, injuries, liabilities, or costs (collectively, the “Claims”) Subscriber, an Authorized User, an individual, or any third party may suffer that arise or result from: (i) Subscriber’s interaction with any such party; (ii) the Venue or any of Subscriber’s products or services; (iii) any communications with an individual or other third party or by Subscriber’s personnel; (iv) any Enterprise’s or individuals’ dining or other experience at a Venue; or (v) compliance with any laws, rules, or regulations, including without limitation, food and beverage related laws and all applicable laws relating to the provision of alcohol to minors or inebriated parties. Subscriber agrees to indemnify the Ande.ai Parties for any Claims arising out of or in connection with any of the foregoing.

15. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE ANDE.AI PARTIES BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THIS AGREEMENT FOR ANY CLAIM RELATED TO: (A) ANY LOST PROFITS, SUBSCRIBER DATA, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); (B) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (C) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE ANDE.AI PLATFORM, ANDE.AI SERVICES, OR ANDE.AI’S BUSINESS; (D) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH SUBSCRIBER’S USE OF THE ANDE.AI SERVICES OR ANDE.AI PLATFORM; (E) SUBSCRIBER’S FAILURE TO PROVIDE ANDE.AI WITH ACCURATE ACCOUNT OR OTHER INFORMATION, INCLUDING WITHOUT LIMITATION, INFORMATION RELATED TO THE CONNECTED ACCOUNTS; (F) ANY LIABILITY RESULTING FROM SUBSCRIBER’S OR ANY AUTHORIZED USER’S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (G) SUBSCRIBER’S FAILURE TO ACCESS THE ANDE.AI SERVICES OR THE ANDE.AI PLATFORM DUE TO MALFUNCTION(S) IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR THE NETWORK USED BY SUBSCRIBER; (H) SUBSCRIBER’S PERFORMANCE OR NON-PERFORMANCE IN CONNECTION WITH THE ANDE.AI SERVICES, THE ANDE.AI PLATFORM OR ANY RESERVATION, AUTHORIZED USER, OR ANY CUSTOMER; OR (I) CONNECTED ACCOUNTS OR OTHER THIRD PARTY INTEGRATIONS WITH THE ANDE.AI PLATFORM OR ANDE.AI SERVICES, INCLUDING, WITHOUT LIMITATION, ANY PAYMENT SERVICES. IN NO EVENT SHALL ANDE.AI’S AGGREGATE, CUMULATIVE LIABILITY IN ANY WAY RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY RECEIVED BY ANDE.AI FROM SUBSCRIBER PURSUANT TO THE APPLICABLE ORDER FORM DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

16. FORCE MAJEURE. Any delay in the performance of any duties or obligations of Ande.ai will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of Ande.ai, provided that Ande.ai uses reasonable efforts, under the circumstances, to notify Subscriber of the cause of such delay and to resume performance as soon as possible. For the avoidance of doubt, nothing in this Section 16 shall be deemed to excuse the nonperformance by Subscriber of any monetary obligation owed under this Agreement.

17. REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; (b) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (c) the execution of this Agreement has been duly authorized; (d) when executed and delivered by such Party, this Agreement shall constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms; (e) it shall comply with all applicable rules, laws, and regulations as they relate to its obligations hereunder; and (f) it possesses all permits, licenses, consents, registrations, and certifications as may be required under federal, state, or local law to enter into and perform its obligations hereunder.

18. MEDIATION; GOVERNING LAW; VENUE. The Parties agree that any and all disputes, claims, or controversies arising out of or related to this Agreement, including any claims under any statute or regulation, shall be submitted first to non-binding mediation. Unless otherwise agreed in mediation, each Party retains the right to proceed to litigation in accordance with the terms of this Agreement if any dispute, claim, or controversy arising out of or related to this Agreement is not resolved through mediation. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Subscriber hereby expressly consents to the personal jurisdiction and venue in the state and federal courts in the State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Subscriber understands and acknowledges that the laws of the jurisdiction where Subscriber is located may be different from the laws of the State of Delaware.

19. Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

20. MISCELLANEOUS.

1. Subscriber agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Ande.ai, or any products utilizing such data, in violation of the United States export laws or regulations.

2. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Without limiting the generality of the foregoing, Subscriber agrees that Section 15 will remain in effect notwithstanding the unenforceability of any provision in Section 13.

3. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

4. Except as provided in Section 14, the Parties’ rights and remedies under this Agreement are cumulative. Subscriber acknowledges that the Ande.ai Property contains valuable trade secrets and proprietary information of Ande.ai, that any actual or threatened breach of Section 5(b) or Section 7, or any other breach by Subscriber of its obligations with respect to intellectual property rights of Ande.ai will constitute immediate, irreparable harm to Ande.ai for which monetary damages would be an inadequate remedy. In such case, Ande.ai will be entitled to immediate injunctive relief without the requirement of posting bond, including an order that any software, Documentation, or any portions thereof, that Subscriber attempts to import into any country or territory be seized, impounded and destroyed by customs officials. If any legal action is brought to enforce this Agreement, the prevailing Party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

5. Neither Party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other Party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that Ande.ai may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without the consent of Subscriber. The terms of this Agreement shall be binding upon the Parties and their respective successors and permitted assigns.

6. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency (except as expressly stated here), partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have the authority to contract for or bind the other Party in any manner whatsoever (except as expressly provided for herein with respect to the Payment Services).

7. Each Party must deliver all notices or other communications required or permitted under this Agreement in writing to the other Party at the Party’s address set forth herein by courier, by certified or registered mail (postage prepaid and return receipt requested), by a nationally recognized express mail service, or by e-mail. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. If transmitted by e-mail, any such notice shall be considered to have been given within twenty-four (24) hours after transmission of the e-mail. Each Party may change its address for receipt of notice by giving notice of such change to the other Party.

8. The section and paragraph headings in this Agreement are for convenience purposes only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate.

9. This Agreement, together with all Order Forms and any exhibits or schedules attached hereto, is the final, complete, and exclusive agreement of the Parties with respect to the subject matters hereof and supersedes and merges all prior or contemporaneous communications, discussions, and proposals (whether oral, written, or electronic) between the Parties with respect to such subject matters.