Terms Of Service Agreement

OVERVIEW 
These terms and conditions along with the onboarding form constitute the service agreement between the Merchant and MFMsoft regarding the use of MFMsoftAI tools, referred to as MFM. The software services included in this agreement are supported by MFMsoft, LLC, referred to as MFM. MFMsoft licenses MFM tool software solutions, including all information, capabilities, and services available to you, the Merchant, and the user, conditioned upon your acceptance of all terms, conditions, policies, and notices in this agreement. The parties acknowledge receipt of and agree on the sufficiency of good and valuable consideration, and agree as follows:

SECTION 1 – DEFINITIONS 

1. “We”, “Us”, and “Our” mean MFMsoft, LLC, and MFM.
2. “Merchant”, “You”, “Your”, “User” means the entity using the MFM technology or receiving the Offerings.
3. “Offerings”, "Service”. “Technology” refers to the services or technology features that MFMsoft provides to the Merchant under this agreement, including access to and use of the Software.
4. “Order Data” and “Order Information” refer to all product transactional details submitted by customers through TOOS to place orders from your cloud, web-based, and operating systems, such as POS, ERP, etc.
5. “Software” or “MFM Software” refers to the MFM digital system software that MFMsoft provides to enable data automation, including digital product injection, creating digital bundles or combinations, injecting products for upsell opportunities, collecting product sales data, allowing products to be featured on your menus, and much more.
6. “TOOS”, “Site” means any POS system, third-party online ordering software, or any of your digital, cloud, and web-based menus and systems (third-party or proprietary), along with related technology services that enable individuals or customers to place orders with the Merchant.
7. “Customer” or “Individual” means any person or entity that makes a purchase from your Site or TOOS systems purchasing Products or Trademark Brands.
8. “Brand Trademark” or “Brand Assets” means any brand images, name, description, nutritional facts, etc., owned by the Brand.
9. “Terms of Service”, “Terms” means the following terms and conditions and policies referenced herein.
10. “The Brand” refers to any entity that has an agreement with MFMsoft to use the MFM system for seamlessly connecting their products and customers, enabling them to authorize the use of the Brand Trademarks.

SECTION 2 – OFFERINGS: Use and Restrictions:

1. During the term of this agreement, and as long as the Merchant complies with all its obligations, MFM will provide the Offerings to the Merchant.
2. MFM provides the Offerings solely for the Merchant’s use and access directly related to its business, confined strictly to its servers and within its place of business. The Merchant represents that it is not engaged in, and will not engage in, operating any illegal business and will not use or allow others to use the Offerings for unlawful purposes. The Merchant shall only use the Offerings in accordance with this agreement’s terms.
3. Merchant is solely responsible for obtaining all required authorizations from TOOS or Site for data received through the Offerings that require TOOS or Site authorization. To do so, on the MFM Brand Digital Registration form, which is used to enroll the Merchant Digital Systems to MFM for Brand products, the Merchant will need to enter directly with each TOOS or Site their login and password for that TOOS or Site. By doing so, the Merchant will authorize the TOOS or Site to manage Brand products and allow the Brand to access its Product assets, images, name, etc.
4. By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence.
5. When your customers visit any Site or TOOS, we do not collect Personally Identifiable Information (PII) from your customers. This includes any information that permits an individual's identity to be directly or indirectly inferred, including any information linked or linkable to that individual. We collect product and brand purchasing data from your POS, which may include product purchases, special items purchases, and the time of purchase. Collecting Order Information or Order Data helps optimize and support your On-Premises and Off-Premises digital and online sales across your Sites.
6. When your customers make a purchase or attempt to make a purchase through the Sites, we do not have access to or collect personal information of your customers, including their name, billing address, shipping address, or payment information (including credit card numbers, email address, and phone number). We refer to this information as “Order Information”.
7. To authorize you to use the Brand’s product trademarks and protect the Brand’s product assets, such as, but not limited to, the images, names, descriptions, nutritional facts, etc., within your Sites when you link your digital systems, cloud, or web-based systems (including online menus, POS, ERP, etc.) to the Brand MFM registration form, you get authorization to use Brand assets.
8. Using our Offerings, the Brand provides you the right to use its trademarks only through the digital systems and Sites linked to your MFM system. By doing so, you represent that you provide us the authority to continually manage and monitor the Brand’s product assets, including but not limited to the images, descriptions, nutritional facts, etc. Through this right and authority that you provide us with, you allow us to override any of the Brand’s product information at any time on any of the Sites linked to our MFM Software MFM because the Brand owns the assets of the Brand. The brand has optimized its presence, including how trademarks, products, and any asset information are displayed across your Sites through MFM.
9. The MFM Software does not use technologies to collect personally identifiable information or track online activities of your users, such as “cookie technology” while they are interacting the Offerings.
10. We reserve the right but are not obligated, to limit the sales of Brand products or Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Brand products or services offered. All descriptions of Brand products are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any Brand product or service made on this site is void where prohibited.
11. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Offerings or their use and restrictions.

SECTION 3 – INTELLECTUAL PROPERTY 

1. MFM Ownership Rights. Merchant acknowledges and agrees that, as between Merchant and MFM, MFM exclusively owns all rights, title, and interest in, to, and related to the MFM Software and the Offerings, as such may be modified, upgraded, and/or enhanced from time to time, including, without limitation, all ownership and intellectual property rights therein resulting from or relating to performance of the Offerings, including, patents, copyrights, trademarks, trade secrets, rights of publicity, rights of privacy, sui generis database rights, moral rights, and other intellectual property or proprietary rights anywhere in the world. Merchant further acknowledges and agrees that as between Merchant and MFM, the MFM Software and the Offerings are and shall remain MFM’s sole and exclusive property. MFM expressly reserves all other rights in and to the MFM Offerings.
2. Data. Merchant hereby acknowledges and agrees that MFM may, by means of the MFM Software or Offerings, gather and compile Order Data and that MFM may use such Order Data for any lawful purpose, which may include disclosure to third parties of sharing or sale of data or any other lawful purpose. Merchant hereby consents to such gathering, compilation, and disclosure. In particular, the Merchant hereby expressly consents to the collection, use, and sharing of Order Data as outlined in this Terms of Service Agreement. This consent is provided on a fully informed and voluntary basis. The Merchant acknowledges and agrees that MFM may collect, use, and disclose Order Data, including transactional data generated through the use of TOOS and Sites, for the purposes of providing, improving, and enhancing the Offerings, and for any other lawful purposes as further described in this Agreement. The Merchant understands that this consent is a condition of using the MFM Software and its associated Offerings. The Merchant affirms that its consent has been given freely, without any duress or undue influence, and with a full understanding of the terms and conditions of this Agreement, including the specific purposes for which Order Data will be used.

SECTION 4 – GENERAL 

1. Modification of Service. MFM reserves the right to modify or discontinue the Service (or any part or content thereof) at any time without notice. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any of the Offerings.
2. Governing Law: This agreement will be governed in all respects by the laws of the State of Nevada.
3. Optional Tools. We may give you access to tools we neither monitor nor control or influence. You understand and agree that we provide access to these tools “as is” and “as available,” without any warranties, representations, or conditions, and without any endorsement. We are not responsible for any issues related to your use of third-party tools. Using such tools through the Site is entirely at your own risk and discretion, and you should review and agree to the terms set by the third-party providers. We may also introduce new services and features via the Software in the future, including new tools and resources. These new features and services will also be subject to these Terms of Service.
4. Implementation. When you, as the Merchant, enroll your Sites into the MFM Software through the Brand’s MFM digital registration, our automation will be triggered immediately to establish the connection for product injection and, in some systems, for product data extraction purposes. In other words, the Brand’s products will be injected into every site you enrolled as a separate license within the MFM Software. It is important to understand that the Sites enrolled in the MFM Software are operated by third-party systems, not by MFM. To ensure a proper connection to your Sites and to achieve Brand’s product injection, trademark compliance, and sales data integrations, MFM reserves up to 30 days from the completion of your Brand’s MFM digital registration to complete this process. This delay is based on the rules set by the Sites at their sole discretion and is not controlled by MFM or our automation.
5. Notices. Whenever either party provides a routine communication to the other, such communication shall be sent to the Merchant by MFM via email to the address specified by Merchant for notices as outlined here, and to MFM by Merchant through email to [email protected], or to any other email address that either party may designate in a notice given under this agreement. MFM will also make that notice available on the Merchant MFM account, where the Merchant must regularly check for updates. Notice shall be considered given on the day it is delivered. For the notice to be effective, the subject line of each email notice must prominently display: NOTICE UNDER MFM SERVICES AGREEMENT. All notices other than routine communications shall be sent to the mailing or email address provided by either party in a notice given under this agreement.
6. Severability. If a court with proper jurisdiction declares any part of this agreement to be invalid, illegal, or unenforceable as written, the parties intend that such part be amended and interpreted in a way that best achieves the purpose of that part, as much as law allows. If it cannot be so amended or interpreted, it shall be removed, and the rest of the agreement shall stay in effect and unchanged to the maximum extent allowed by law.
7. Personal Information. The merchant oversees the submission of its customers' personal information. The merchant manages all customer data in accordance with applicable privacy laws and regulations. While the merchant handles the submission and processing of customer personal data, it is their responsibility to ensure that the use of the MFM Software and any related data activities fully comply with relevant privacy laws. This includes, but is not limited to, obtaining necessary consent from individuals whose data may be processed, ensuring lawful data use, maintaining data confidentiality and security, and responding properly to individuals' data rights requests. The merchant also agrees to indemnify and hold harmless MFM and its affiliates against any claims, damages, or liabilities caused by non-compliance with privacy laws. We will use the Brand product sales data solely to improve your ordering process, enhance customer interactions, analyze buying habits to better the user experience, track purchasing trends, and ultimately use AI to maximize purchase opportunities and reduce time spent. This may involve using artificial intelligence (AI) to analyze purchasing trends, optimize product recommendations, and improve inventory management— all aimed at increasing customer purchase chances while minimizing their time during the ordering process.
8. Errors, Inaccuracies, and Omissions. Occasionally, information on our software or in the Service may contain typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time. However, we will provide you with prior notice when significant changes are made (including after you have submitted your order). We undertake no obligation to update, amend, or clarify information in the Service or on any related software, including, without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related software should be taken to indicate that all information in the Service or on any related software has been modified or updated.
9. Prohibited Uses. Besides other restrictions in the Terms of Service, you are not allowed to use the Offering or MFM Software: (a) for any illegal purpose; (b) to encourage others to commit or participate in any illegal acts; (c) to violate any international, federal, state, provincial, or local laws, regulations, or rules; (d) to infringe on or violate our intellectual property rights or those of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, nationality, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other malicious code that could affect the functionality or operation of the Service or related software, other software, or the Internet; (h) to collect or track personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or bypass the security features of the Service, related software, or the Internet. We reserve the right to terminate your use of the Service or related software if you violate any of these prohibited uses.
10. Disclaimer of Warranties and Limitation of Liability. We do not guarantee, represent, or warrant that your use of our service will be uninterrupted, timely, secure, or error-free. We do not guarantee that the results obtained from using the service will be accurate or reliable. You agree that, from time to time, we may remove the service indefinitely or cancel it at any moment without notice. You expressly agree that your use of, or inability to use, the service is at your own risk. The service and all products and services provided through it are (except as explicitly stated by us) offered “as is” and “as available” for your use, without any representations, warranties, or conditions of any kind, either express or implied, including all implied warranties of merchantability, fitness for a particular purpose, durability, title, and non-infringement. In no event shall our website, or our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers, or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, or consequential damages of any kind, including, but not limited to, lost profits, lost revenue, lost savings, loss of data, replacement costs, or similar damages, whether based on contract, tort (including negligence), strict liability, or other legal theory, arising from your use of the service or any products obtained through it, or for any other claim related to your use of the service or any product, including but not limited to errors or omissions in any content, or any loss or damage incurred as a result of using the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of the possibility. Since some states or jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, in such areas, our liability shall be limited to the maximum extent permitted by law.
11. Entire Agreement. This agreement represents the complete understanding between the parties regarding its subject matter and overrides all other agreements, proposals, negotiations, representations, or communications related to that subject. Both parties confirm that they have not been influenced to enter this agreement by any representations or promises not explicitly included herein. Any ambiguities in interpreting these Terms of Service will not be interpreted against the party who drafted them. The protections of this agreement apply to actions taken by the parties in preparation for and anticipation of executing this agreement. MFM may update this Agreement by posting a revised version online, and the Merchant’s continued use of the Offerings after such update will confirm the Merchant’s acceptance of the changes.
12. By licensing MFMsoft and using the provided services, the merchant agrees to process their email, phone number, and name so they can access and manage their account through this application. Please review our Privacy Notice for details. MFMsoft does not share or sell your personal information to any third party. Your email and name are used to register each of your TOOS accounts separately, as individual MFM licenses, giving you an access point to update or modify your accounts. You can exercise your data protection rights or change your preferences at any time.
13. Data Purpose: This document outlines the legal requirements for MFMsoft to access transactional data from Point of Sale (POS) systems used by merchants. It ensures compliance with privacy regulations and clarifies that MFMsoft only collects transactional data, not consumer information, as governed by the operators’ consent to our digital terms and conditions. MFMsoft collects transactional data solely to improve business operations, optimize digital menus, and provide advanced analytics and reporting to Consumer Product Goods (CPG) companies. MFMsoft retains rights to the transactional data collected and may share it with its licensees as permitted under the terms and conditions agreed upon by the business operator.
    1. Data Collection Limitations
       1. Transactional Data Only: MFMsoft collects only transactional data from the POS systems it interacts with. Under no circumstances does MFMsoft collect, store, or process any consumer information, such as credit card details, customer names, or other personal identifiers.
       2. Purpose of Data Collection: The transactional data collected is used for legitimate business purposes, including analytics, menu optimization, advertising, marketing, and reporting to CPG brands. MFMsoft has the right to share this data with its license holders, partners, and affiliates, under the terms agreed with Merchant as Merchant has agreed and opted in to license MFM by enrolling each of their Systems.
    2. Authorization and Consent
       1. Digital Consent through Terms and Conditions: MFMsoft operates a digital system, and all access to POS transactional data is based on the Merchant’s consent to our terms and conditions and privacy policy. By using our services, operators acknowledge and agree that they provide MFMsoft access to the transactional data generated by their POS system.
       2. Consent to Data Usage: Merchant hereby acknowledges and agrees that the consent to collect, use Data is given on a fully informed and voluntary basis. The Merchant affirms that its consent has been given freely, without any duress or undue influence, and with a full understanding of the terms and conditions of this Agreement, including the specific purposes for which Order Data will be used. By accepting MFMsoft’s terms and conditions, the Merchant gives MFMsoft the right to access, use, and process the transactional data in any manner consistent with the terms and conditions and the privacy policy. MFMsoft is also authorized to share this data with its license holders, partners, and affiliates for purposes as defined in an attached Schedule A: Purposes of Consent to Data Usage. No additional written permission is required, as the digital acceptance is legally binding.
    3. Compliance with Privacy Laws
       1. No Consumer Data Collection: While MFMsoft does not directly collect consumer personal information, such as names, billing addresses, or payment details, we are committed to following data protection and privacy laws, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Our focus is on collecting transactional data from Point of Sale (POS) systems, with consent provided through our terms and conditions. This method aims to respect consumer privacy while supporting business operations and analytics. MFMsoft ensures all transactional data processing complies with relevant laws and regulations, showing our dedication to high standards of data privacy and security.
    4. Third-Party Providers and Vendor Access
       1. Third-Party Management: If a third-party company manages the POS system (e.g., Toast, Clover, NCR, TouchBistro, Lightspeed, Square POS, Aloha POS), MFMsoft may access the transactional data with the Merchant's consent. The operator retains full ownership of the data, as outlined by the POS provider's terms and conditions. MFMsoft understands and agrees that when accessing, using, or processing transactional data from third-party managed or owned POS systems, it must comply with all contractual limitations and legal restrictions imposed by these systems. This includes, but is not limited to, following rules about data access, use, processing, confidentiality, and sharing restrictions. MFMsoft commits to operating in a way that respects and upholds the legal and contractual obligations of third-party POS providers, ensuring all data handling complies with relevant laws, regulations, and agreements. Any actions MFMsoft takes regarding transactional data will be performed carefully to meet these restrictions, ensuring the Merchant's use of MFMsoft's services stays in line with their third-party POS system agreements.

Changes to the Agreement. You can review the most recent version of the Terms of Service at any time. At our sole discretion, we reserve the right to update, modify, or replace any part of this Terms of Service agreement by posting updates and changes to our software. It is your responsibility to periodically check our software for updates. Your continued use of or access to our software or the Service after any changes are posted to these Terms of Service signifies your acceptance of those changes.

Schedule A: Purposes of Consent to Data Usage

1. Analytics and Reporting: The transactional data collected by MFMsoft from the Merchant's Point of Sale (POS) systems will be used for detailed analytics and reporting. This includes, but is not limited to, sales trends analysis, product popularity, and customer behavior insights. The goal is to help the Merchant and Consumer Product Goods (CPG) companies make informed decisions based on accurate, current data.
2. Menu Optimization: Transactional data will be used to find opportunities for improving the menu, such as adding new items, removing underperforming ones, and adjusting prices to increase profitability and customer satisfaction.
3. Advertising and Marketing: Data collected may be used to target advertising and marketing efforts more effectively. This includes focusing on specific customer segments with personalized promotions and offers, optimizing advertising spend for better results, and creating marketing strategies based on customer preferences and purchase histories.
4. Operational Efficiency: The use of transactional data aims to improve operational efficiency for the Merchant. Insights gained from the data can guide inventory management, staff scheduling, and other operational choices to enhance service delivery and cut costs.
5. Product Development: Analyzing transactional data can provide valuable insights to guide product development for both the Merchant and CPG brands. Understanding customer preferences and market trends helps in creating new products that align with shifting consumer demands.
6. Customer Experience Improvement: Transactional data will be analyzed to better understand customer needs and preferences, allowing the Merchant to improve the overall customer experience. This may include personalizing the customer journey, enhancing service delivery, and ensuring customer satisfaction and loyalty.
7. Compliance and Security: Data use will include efforts to ensure adherence to applicable laws and regulations, including privacy laws. Additionally, transactional data may be used for fraud detection and prevention measures to improve the security of transactions for both the Merchant and customers.
8. Sharing with License Holders, Partners, and Affiliates: MFMsoft may share transactional data with its license holders, partners, and affiliates for the purposes mentioned above, subject to the terms agreed with the Merchant. This promotes a unified approach to market analysis, product development, and customer engagement strategies.

This Schedule outlines the specific purposes for which MFMsoft considers legitimate business purposes and is authorized to collect, use, and share the transactional data in accordance with the consent provided by the Merchant.