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Terms And Conditions

This Terms and Conditions Agreement (the "Agreement") dated as of the date of acceptance by means of a click-through, is made by and among Orda by Sudzy Inc ("Orda") and the entity designated by the registration data provided herewith ("Licensee") and applies to Licensee's use of Orda mobile apps and Licensee's use of services provided by Sudzy Inc ("Orda Services").

READ THIS LICENSE CAREFULLY BEFORE LOADING ANY SOFTWARE FROM ORDA OR USING THE ORDA SOFTWARE OR ORDA SERVICES. BY LOADING THE ORDA SOFTWARE OR USING THE ORDA SERVICES, LICENSEE ACCEPTS AND AGREES TO BECOME BOUND BY THE TERMS OF THIS LICENSE. ORDA RESERVES THE RIGHT TO MODIFY THE TERMS OF THIS AGREEMENT BY PROVIDING NOTICE OF CHANGES ON THE ORDA WEBSITE. LICENSEE AGREES TO PERIODICALLY INSPECT THE ORDA WEBSITE TO STAY INFORMED ABOUT SUCH CHANGES. LICENSEE AGREES THAT LICENSEE'S CONTINUED USE OF THE ORDA SERVICE AFTER SUCH CHANGES ARE ANNOUNCED CONSTITUTES ACCEPTANCE OF SUCH CHANGES. ORDA shall retain the ownership of the provided copy of Orda software and the documentation provided therewith (referred to as a single entity, or as components, as "the Licensed Software") which is licensed on a non-exclusive basis for use under the following conditions.

Permitted Uses

Subject to the terms hereunder, Orda hereby grants to Licensee a limited, non-exclusive, non-transferrable, revocable license, without the right to sub-license, to install and operate the Licensed Software and to operate an account on the Orda website and related applications solely for the benefit of Licensee and not for any third party, until the termination of this Agreement. Any rights not expressly granted hereunder are reserved. There are no implied rights of any kind. To the extent that the Licensed Software includes intellectual property rights of any third party ("Third Party Rights"), the license granted is to the extent that Orda is able to license such Third Party Rights.

Prohibited Uses

Licensee shall not (a) make copies of or further distribute the Licensed Software, including copying onto any other medium, (b) distribute, rent, sublicense, lease, resell, or assign the Licensed Software, (c) alter, modify or adapt the Licensed Software or the Orda Services, including but not limited to, translating, decompiling, disassembling, reverse engineering, or creating derivative works, (d) export the Licensed Software without the appropriate foreign government licenses and without Orda's prior written approval, (e) resell, rent or otherwise provide access to the Orda Services to a third party or (f) take any action in an attempt to obtain any other Orda user's data, cause malfunction, crash, tamper with or otherwise impair the Orda website and related applications, and their services. Any rights not expressly granted hereunder are reserved by Orda.

No rights in the Licensed Software or Orda Services are granted, whether expressly or by implication, including, without limitation, any rights in any patents, copyrights, trademarks or trade secrets embodied therein, except in connection with the permitted uses expressly described herein.

Fees

Licensee agrees to timely pay the monthly or annual fees set out in the billing form unless otherwise agreed by written agreement. No refund policy. Orda may take additional per-transaction fees or percent fees of up to 30% at their discretion, including but not limited to third-party hosting costs or in response to late payments from Licensee. Orda may change pricing at any time at their discretion. All charges are non-refundable.

Certain features or services will have additional charges, including but not limited to:

Third-Party Deliveries: Third-party delivery providers will have their own fees. Licensee must contact the providers directly for questions about these fees as they are direct from the delivery provider.

Self-Ordering Kiosks - Branded hardware enclosure options start at $199. Tablets and Square readers are not included. Minimum 6-month contract.

Custom Text Messages and Push Notifications: Each message will cost 1 cent.

AI Suggestion Engine: Orda will take up to 30% of the revenue from the specific items added via the AI suggestion engine.

Advanced App Customizations - Premium members will be able to submit a custom coding request to the Orda software team for a quote. If Licensee decides to have the customization built they will pay the amount in the quote.

Additional Marketplace Apps - Additional fees for marketplace apps will show in the marketplace.

Data

Licensee acknowledges and agrees to the terms of the Orda Privacy Policy. Orda agrees that as between Licensee and Orda, (a) Licensee's data maintained by Licensee on the Orda website and related applications belongs to Licensee; and (b) Orda acts as data processor (as defined in the Data Protection Act 1998 ("DPA")). Each party hereto undertakes to comply with the DPA in relation to its use of such data. Licensee hereby grants permission to Orda for Orda to use the data for providing Licensee the Orda account, improving and maintaining the Orda website and related applications and their services, and for analytical and marketing purposes in a manner where such data is aggregated with other user data and cannot be readily reverse engineered into personally identifiable information, and we may share your data with our trusted third party affiliates and partners in implementing this data usage. We rely on some of our third-party affiliates and partners for support of the products and services we offer. All such third-party affiliates and partners are required to preserve the confidentiality of any personal information they may access.

End Customer Personal Information

Licensee agrees that notwithstanding anything to the contrary herein, Licensee shall handle any personally identifiable information that it inputs into the Orda systems in the following manner: (i) in the event Licensee seeks to export such data, Licensee shall use a commercially reasonable contact management tool to provide an opt-out mechanism for anyone who has provided Licensee personally identifiable information that is stored on Orda's systems, (ii) Licensee agrees that Orda can delete such data in the event the Licensee exercises the Orda opt-out mechanism and (iii) any use of such data by Licensee shall comply with Orda's privacy policy. Licensee shall indemnify and hold harmless Orda and the Orda Parties from any claim brought against Orda alleging that personal information stored on Orda was improperly used where such use was by Licensee while such information was stored on Orda or any use after Licensee has exported such data.

Marketing and Customer Programs

Licensee gives explicit authorization and consent for Orda to access their customer data to send any marketing messages to their end users at Orda's discretion. Licensee may be able to use the Services to create, send and manage marketing messages to your customers (Buyers) who have elected to receive offers and updates from Orda merchants they frequent or who provided their contact information to you directly. You are responsible for marketing messages that you send using the Services, the Content of those messages, and honoring any terms included in such messages, even if your Orda Account is closed, suspended, or terminated. If you offer a loyalty program to your Buyers through the Services, you agree to make available to your Buyers any terms and conditions applicable to your loyalty program. You are responsible for ensuring that your marketing messages, loyalty program, and any associated rewards are compliant with applicable federal, state, or local laws, including laws governing prepaid cards and special offers such as rebates and coupons. Buyers may be able to use the Services, including digital receipts, to submit feedback to you about their recent customer experience. When Buyers submit feedback using the Services, we share that feedback with you and allow you to send responses to Buyers who have enabled replies to their feedback. You may not use the feedback features of the Services: (a) to send responses to Buyers who have not enabled replies to their feedback, (b) to request Buyer Card Information, (c) to send Buyers marketing messages, requests for information, or other communications unrelated to their feedback, or (d) to send abusive, harassing, excessive or objectionable messages. If you do not wish to receive feedback or to report a problem with feedback from a Buyer, you should contact Orda Support.

Limited Liability

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY TO THE EXTENT THAT THE SAME MAY NOT BE EXCLUDED OR LIMITED UNDER GOVERNING LAW. LICENSEE AGREES THAT THE LICENSED SOFTWARE AND ORDA SERVICES ARE PROVIDED "AS IS." WITHOUT ANY WARRANTY EXPRESS OR IMPLIED AND WHETHER AS TO MERCHANTABILITY, FITNESS FOR PURPOSE OR INFRINGEMENT. NO WARRANTY OR REPRESENTATION IS GIVEN, AND/OR ANY LIABILITY IS ACCEPTED, BY ORDA IN RELATION TO THIRD PARTY RIGHTS. ANY USE OF THE LICENSED SOFTWARE AND ORDA SERVICES IS AT LICENSEE'S SOLE AND ABSOLUTE RISK. IN NO EVENT, WILL ORDA OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR CONSULTANTS ("ORDA PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE OR THE Orda Services, ERRORS IN OR LOSS OF ANY DATA. SPECIFICALLY, ORDA IS NOT RESPONSIBLE FOR ANY COSTS INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS OF USE OF THE LICENSED SOFTWARE OR ORDA SERVICES, LOSS OF DATA, THE COSTS OF RECOVERING DATA, ANY LOSSES INCURRED ARISING IN ANY WAY FROM USE OF THE OFFLINE CREDIT PAYMENTS FEATURE, ANY CLAIMS BY THIRD PARTIES, OR FOR ANY OTHER SIMILAR COSTS, LOSSES, OR DAMAGES YOU MIGHT INCUR. ORDA MAKES NO WARRANTY OF ANY KIND AS TO THE SUITABILITY OR ADEQUACY OF THE LICENSED SOFTWARE OR ORDA SERVICES FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GIVEN THAT LICENSEE IS IN A BETTER POSITION THAN ORDA TO FORESEE AND EVALUATE ANY POTENTIAL DAMAGE OR LOSS WHICH LICENSEE MAY SUFFER IN CONNECTION WITH THE USE OF THE LICENSED SOFTWARE AND/OR THE Orda Services AND THAT ORDA CANNOT ADEQUATELY INSURE ITS POTENTIAL LIABILITY TO LICENSEE, LICENSEE ACKNOWLEDGES AND AGREES THAT THE EXCLUSIONS AND LIMITATIONS CONTAINED HEREIN ARE REASONABLE. TO THE EXTENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT WITH JURISDICTION TO BE UNREASONABLE, ORDA'S AGGREGATE LIABILITY SHALL NOT EXCEED $100. LICENSEE SHALL ACT AT ALL TIMES TO MITIGATE ANY LIABILITY. LICENSEE ACKNOWLEDGES AND AGREES THAT SHARING OF ITS ACCOUNT INFORMATION, LOGIN INFORMATION OR PASSWORDS SHALL BE AT ITS SOLE AND ABSOLUTE RISK AND THAT ORDA SHALL NOT BE LIABLE FOR ANY DAMAGE ARISING AS A RESULT OF SUCH SHARING. Some countries do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Termination

Licensee may terminate this license no less than 60 days before the annual renewal by emailing sales@getorda.com. Orda, in its sole discretion, has the right to suspend or terminate this license and your account and refuse any and all current or future use of the Orda Services for any reason at any time, including but not limited to selling prohibited or illegal products such as drugs or adding pornographic or inappropriate text or photographs. Licensee's duties to (i) pay amounts due and payable, (ii) refrain from any kind of reverse engineering or other act in violation of this agreement or (iii) indemnify Orda and the Orda Parties shall survive termination of this Agreement. Upon termination Licensee will destroy all copies of the Licensed Software and documentation onto which the Licensed Software or documentation has been installed. Upon termination Orda shall terminate the Licensee's access to their Orda account, the account itself and the data residing therein. ORDA SHALL NOT BE RESPONSIBLE FOR LICENSEE ACCOUNT DATA AFTER TERMINATION. In addition, Orda reserves the right and Licensee acknowledges such right for Orda to terminate service of Licensee's account on 30 days' notice if Orda determines in its sole discretion that it is not capable of fully meeting the apparent requirements of Licensee.

Confidentiality

Licensee agrees that the Licensed Software and the operation of the Orda Services and its processes are the confidential information of Orda and agrees not to disclose such software or such operation and processes to any third party. Licensee agrees that breach of this duty of confidentiality shall cause irreparable harm for which monetary damages would be difficult to quantify or insufficient and therefore Orda shall be entitled to immediate injunctive relief in the event of breach without an obligation of posting bond.

Credit Card Processing Terms And Conditions

Licensee hereby authorizes Orda to bind Licensee to the end-user license agreement proffered by its payment gateway provider(s) for the purpose of establishing Licensee as a customer of its payment gateway provider(s). Licensee is liable for all fees charged to Orda by its payment gateway provider(s) for Licensee's use of the payment gateway provider(s)'s systems and services Licensee shall: (i) make reasonable efforts to secure any credit card transaction data residing on the equipment owned, controlled or operated by Licensee from intrusion or unauthorized access, (ii) comply with all state and federal laws governing the disclosure and use of retail customer information, (iii) not use, disclose, store, sell or disseminate any credit/debit card-holder information obtained in a credit/debit card transaction processed through Orda or its payment gateway provider(s), including but not limited to storing private cardholder credit/debit card information such as card numbers, expiration dates and CVV numbers, outside of the payment gateway, except as permitted by the card-holder, (iv) comply with the requirements of any debit/credit card or other payment brand rules, including those related to data security and customer data. Licensee agrees that neither Orda nor its payment gateway provider(s) shall be liable for any improperly processed transactions, illicit access to Licensee's account with its payment gateway provider(s) or any of Licensee's transaction data or unauthorized disclosure and use of passwords or its payment gateway provider(s)'s account access information. Licensee agrees to immediately notify ORDA in the event of any security breach of Licensee's systems or unauthorized access to Licensee's transaction data. YOU HEREBY INDEMNIFY AND AGREE TO HOLD ORDA HARMLESS FROM ANY CLAIM, (INCLUDING ANY ASSOCIATED DAMAGES, COSTS AND REASONABLE ATTORNEYS FEES INCURRED BY ORDA OR ITS AFFILIATES) BROUGHT AGAINST ORDA OR ITS AFFILIATES BY ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH ANY LOSS OR DAMAGE WHOLLY OR PARTIALLY CAUSED BY YOUR USE OF THE OFFLINE CREDIT PAYMENTS FEATURE IN ORDER TO ACCEPT CREDIT CARD TRANSACTIONS WITHOUT AUTHORIZATION WHERE SUCH TRANSACTIONS ARE SUBSEQUENTLY DENIED BY THE TRANSACTION PROCESSOR FOR ANY REASON. LICENSEE AGREES THAT USE OF THE PAYMENT GATEWAY PROVIDER(S)'S SYSTEMS OR SERVICES IS AT LICENSEE'S SOLE AND ABSOLUTE RISK AND THAT NEITHER ORDA, NOR ANY ORDA PARTY SHALL BE LIABLE IN ANY WAY OR UNDER ANY THEORY IN THE EVENT OF ANY CLAIM, DAMAGE OR EXPENSE INCURRED BY LICENSEE ARISING FROM USE OF THE PAYMENT GATEWAY PROVIDER(S)'S SYSTEMS OR SERVICES.

Refund and Hardware Return Policy

All payments are nonrefundable.

Amendments

Orda reserves the right to amend these Terms and Conditions at any time in Orda's sole discretion.

Representation

The Licensee represents and warrants that it has the due right and power to enter into this Agreement, entering into this Agreement will not cause the breach of any agreement Licensee has with a third party and that all of the registration information provided to Orda is accurate in all respects.

Choice of Law and Forum

This Agreement shall be construed under the laws of the State of New York, U.S.A. as applied to contracts performed entirely within the state. Any dispute arising under this Agreement shall be exclusively heard in the state or federal courts residing in New York County, New York, U.S.A. Each party hereto consents to the jurisdiction of such courts with regard to matters arising in connection with this Agreement and waives any claim it has that such a forum is inconvenient.

Gamified Loyalty Program Terms and Conditions

Loyalty Program Overview Our loyalty program is designed to reward our valued customers for their continued patronage. Participation in the program allows members to earn points and receive rewards through qualifying monetary transactions within our app. These points and rewards are supplementary to any purchase made and are meant to enhance your shopping experience.

Earning Points and Rewards Points and rewards can only be earned through genuine separate transactions that provide goods or services independently of the loyalty program. There is no fee or wager to participate in the loyalty program, and purchases will not exceed their usual prices as a result of the loyalty program.

Non-Game App Specifics For non-game apps, our loyalty program may include contests or chance-based outcomes. The following rules apply:

Official Rules: The official rules of the loyalty program are published within the app. Chance-Based Rewards: If the program includes variable or randomized rewards, the following disclosures are made within the official terms: The odds for any reward programs using fixed odds to determine rewards. The selection method for all other chance-based programs. Promotion Specifics: For programs involving drawings, sweepstakes, or similar promotions: A fixed number of winners, entry deadlines, and prize award dates are specified. Fixed Ratio for Rewards: Any fixed ratio for loyalty point accrual and redemption is documented conspicuously in the app and within the official terms of the program. Game App Specifics For game apps, loyalty points or rewards can only be awarded and redeemed on a fixed ratio basis. The ratio is clearly documented in the app and within the publicly available official rules. Rewards are not influenced by game performance or chance-based outcomes.

Additional Terms

Supplementary Nature: Loyalty program benefits, perks, or rewards are supplementary and subordinate to any qualifying monetary transaction within the app. No Purchase Requirement: No portion of the qualifying monetary transaction represents a fee or wager to participate in the loyalty program. Program Changes and Termination We reserve the right to change or terminate the loyalty program at any time. Any changes will be communicated within the app and updated in the official terms of the program.

Contact Information For any questions or concerns regarding the loyalty program, please contact our customer support team through the app.

Acceptance of Terms By participating in the loyalty program, you agree to the terms and conditions outlined above. These terms are incorporated into the overall terms and conditions of our app and are subject to the same governing laws and dispute resolution processes.

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