Terms Of Service Agreement

OVERVIEW 
These terms and conditions and the onboarding form constitute the services agreement between Merchant and MFMsoft regarding using the MobiAI tool “referred to as Mobi.” The software services included in this agreement are supported by MFMsoft, LLC “referred to as MFM.” MFM licenses Mobi tool software technology solutions, including all information, tool 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 and sufficiency of good and valuable consideration and agree as follows:

SECTION 1 – DEFINITIONS 

1. “We”, “Us”, and “Our” means MFMsoft, LLC, MFM, and Mobi.
2. “Merchant”, “You”, “Your”, “User” means the entity using the MFM technology or receiving the Offerings.
3. “Offerings”, "Service”. “Technology” means services or technology features MFM provides to the Merchant under this agreement, including access to and use of the Software.
4. “Order Data” and “Order Information” mean all product transactional information submitted by customers using TOOS to order from your cloud, web-based, and operation systems such as POS, ERP, etc.
5. “Software” or “MFM Software” refers to the MFM digital system software that MFM provides to facilitate data automation, including digital product injection, creating digital bundles/combinations, injecting products for upsell presence, product sales data collection, enabling products to serve as featured items on your menus, and much more.
6. “TOOS”, “Site” means any POS system, third-party online ordering software, any of your digital, cloud, and web-based menus and systems (third-party or proprietary), and related technology services that allow individuals or customers to place orders with the Merchant.
7. “Customer” or “Individual” means any individual or entity that completes 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” means any entity that has an agreement with MFM to use the Mobi system to help connect their products and their customer TOOS seamlessly so that they can authorize the use of the Brand Trademarks.

SECTION 2 – OFFERINGS: Use and Restrictions:

1. For the term of this agreement, and subject to the Merchant’s compliance with all its obligations, MFM will provide the Offerings to the Merchant.
2. MFM provides the Offerings solely and exclusively for the Merchant’s use and access directly related to its business and confined strictly to its servers and within its place of business. Merchant represents that it is not engaged in, and will not engage in, the operation of any illegal business and will not use or permit anyone else to use the Offerings for any unlawful purpose. Merchant shall make no use of the Offerings except in compliance with the terms of this agreement.
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 Mobi Brand Digital Registration form, which is used to enroll the Merchant Digital Systems to Mobi 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 Mobi 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 Mobi 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 Mobi.
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 Mobi 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 Mobi Software and the Offerings are and shall remain MFM’s sole and exclusive property. MFM expressly reserves all other rights in and to the Mobi Offerings.
2. Data. Merchant hereby acknowledges and agrees that MFM may, by means of the Mobi 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 provide you access to tools we neither monitor nor have any control or input over. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of the optional tools offered through the Site is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the Software (including the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
4. Implementation. When you, as the Merchant, enroll your Sites to the MFM Software through the Brand’s MFM digital registration, our automation will be immediately triggered to create the connection for product injection and, from some systems, product data extraction purposes, in other words, for the Brand’s products to be injected on every site you enrolled as a separate license to the MFM Software. It is essential 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 in order to accomplish the Brand’s product injection, Trademark compliance, and sales data integrations, MFM reserves the right to take up to 30 days from the completion of your Brand MFM digital registration to complete this function. This up-to-30-day delay is based on the rules that the Sites have set based on their sole discretion and is not under the control of MFM or our automation.
5. Notices. Whenever any ordinary day-to-day communication shall be given by one party to the other, such communication shall be delivered to Merchant by MFM sending an email to the email address provided by Merchant for the delivery of notices as set forth herein and to MFM by Merchant sending an email to [email protected], or by sending an email to such other email address as either party may specify in a notice given hereunder. Notice shall be deemed given on the day of delivery. For the notice to be effective, the subject line of each email notice provided hereunder must state in bold letters: NOTICE UNDER MFM SERVICES AGREEMENT. All notices other than in connection with ordinary day-to-day communication shall be delivered to the mailing address or email address provided as either party may specify in a notice given hereunder.
6. Severability. If a court of competent jurisdiction declares any provision of this agreement to be invalid, unlawful, or unenforceable as drafted, the parties intend that such provision be amended and construed in a manner designed to effectuate the purposes of the provision to the fullest extent permitted by law. If such provision cannot be so amended and construed, it shall be severed, and the remaining provisions shall remain unimpaired and in full force and effect to the fullest extent permitted by law.
7. Personal Information. You govern the submission of your customers' personal information. All customer personal information is controlled by you, subject to applicable privacy laws and regulations. While the Merchant controls the submission and management of customer personal information, it is incumbent upon the Merchant to ensure that its use of the MFM Software and any related data processing activities are conducted in full compliance with privacy laws and regulations applicable to its operations. This includes, but is not limited to, obtaining all necessary consents from individuals whose personal data may be processed, ensuring lawful processing of such data, maintaining the confidentiality and security of the data, and responding appropriately to individuals' requests regarding their data rights. The Merchant further agrees to indemnify and hold harmless MFM and its affiliates against any claims, damages, or liabilities arising from the Merchant's failure to comply with such privacy laws and regulations. We will only use the Brand product sales data to provide you with advancement to your ordering process, enhancing your interactions with your customers, help analyze their buying behavior to enhance their usage experience, track their purchasing tendencies to eventually use AI to maximize their purchase opportunity and minimize their time spent. This utilization may involve the application of artificial intelligence (AI) for analyzing purchasing trends, optimizing product recommendations, and improving inventory management, with the goal of maximizing customer purchase opportunities while minimizing their time spent 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. In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Offering or the MFM Software: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related software, other software, or the Internet; (h) to collect or track the 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 circumvent the security features of the Service or any related software, other software, or the Internet. We reserve the right to terminate your use of the Service or any related software for violating any of the prohibited uses.
10. Disclaimer of Warranties, 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 warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time, we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided “as is” and “as available” for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. In no case shall your website, 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, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
11. Entire Agreement. This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all other agreements, proposals, negotiations, representations, or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter this agreement by any representations or promises not specifically stated in this agreement. Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party. The protections of this agreement will apply to actions of the parties performed in preparation for and anticipation of the execution of this agreement. MFM may amend this Agreement by posting a revised version of this agreement online, and the Merchant’s continued use of the Offerings following such date will constitute the Merchant’s acceptance of such amendments.
12. By licensing MFMsoft and using the services provided, I agree to process the email, mobile number, and name so I can access and manage my account through this application. Please take a look at our Privacy Notice for details. MFMsoft does not share or sell your personal information to any third party. Your email and name intend to enroll each of your TOOS accounts separately, as separate Mobi licenses, and give you an access point for you to update or modify your account. At any time, you can exercise your data protection rights or change your preferences.
13. Data Purpose: This document outlines the legal requirements for MFMsoft to access transactional data from Point of Sale (POS) systems used by Merchant. It ensures compliance with privacy regulations and emphasizes 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 can share it with its license holders 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 Mobi 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 adhering to the principles of data protection and privacy regulations, including the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Our operations focus on collecting transactional data from Point of Sale (POS) systems, under the consent granted through our terms and conditions. This approach is designed to respect and protect consumer privacy while enabling the optimization of business operations and analytics. MFMsoft ensures that all transactional data processing activities are conducted in compliance with applicable laws and regulations, reflecting our commitment to maintaining 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 through the consent granted by the Merchant. The operator retains full ownership of the data, as defined by the terms and conditions of the POS provider. MFMsoft acknowledges and agrees that in accessing, using, and processing transactional data from the POS systems managed or owned by third parties, it shall comply with all contractual limitations and legal restrictions imposed by such third-party POS systems. This compliance includes, but is not limited to, adhering to terms regarding the access, use, processing, and confidentiality of transactional data, as well as any restrictions on data sharing or use. MFMsoft commits to conducting its operations in a manner that respects and upholds the legal and contractual obligations of the third-party POS providers to ensure that all data handling practices are in strict compliance with applicable laws, regulations, and third-party agreements. Any action taken by MFMsoft with respect to the transactional data will be performed with due diligence to comply with such restrictions, ensuring that the Merchant's use of MFMsoft's services remains in compliance with the terms and conditions of their third-party POS system agreements.

Changes to The Agreement. You can review the most current version of the Terms of Service at any time. At our sole discretion, we reserve the right to update, change or replace any part of this Terms of Service agreement by posting updates and changes to our software. It is your responsibility to check our software periodically for changes. Your continued use of or access to our software or the Service following the posting of any changes to these Terms of Service constitutes 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 comprehensive analytics and reporting. This includes, but is not limited to, sales trends analysis, product popularity, and customer behavior insights. The purpose is to enable the Merchant and Consumer Product Goods (CPG) companies to make informed decisions based on accurate and up-to-date data.
2. Menu Optimization: Transactional data will be utilized to identify opportunities for menu optimization, including the introduction of new products, the discontinuation of underperforming items, and the adjustment of pricing strategies to maximize profitability and customer satisfaction.
3. Advertising and Marketing: Data collected may be used to tailor advertising and marketing efforts more effectively. This includes targeting specific customer segments with personalized promotions and offers, optimizing advertising spend for better returns, and developing marketing strategies based on customer preferences and purchase histories.
4. Operational Efficiency: The use of transactional data aims to enhance operational efficiency for the Merchant. Insights derived from the data can inform inventory management, staff scheduling, and other operational decisions to improve service delivery and reduce costs.
5. Product Development: Insights from transactional data analysis may guide product development efforts for both the Merchant and CPG brands. Understanding customer preferences and market trends can lead to the creation of new products that meet evolving consumer demands.
6. Customer Experience Enhancement: Transactional data will be analyzed to understand customer needs and preferences better, enabling the Merchant to enhance the customer experience. This could involve personalizing the customer journey, improving service delivery, and ensuring customer satisfaction and loyalty.
7. Compliance and Security: Data usage will also include efforts to ensure compliance with applicable laws and regulations, including privacy laws. Additionally, transactional data may be used in fraud detection and prevention measures to enhance 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 any of the above purposes, subject to the terms agreed with the Merchant. This facilitates a cohesive approach to market analysis, product development, and customer engagement strategies.

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