Restaurant Participation Agreement

1. PURPOSE AND RELATIONSHIP TO THE TERMS

1.1. This Restaurant Participation Agreement ("Agreement") supplements the Terms and Conditions of Use of the RAY Platform ("Terms") and applies to the Client that receives orders, payments or deliveries through RAY Services. Capitalized terms have the meaning given in the Terms

1.2. If this Agreement and the Terms conflict on orders, payments, deliveries or restaurant content, this Agreement prevails. In everything else the Terms apply.

1.3. The Client accepts this Agreement by turning on online ordering, by signing the order form, or by using the Services to receive orders, whichever happens first.

2. CUSTOMER ORDERS

2.1. The Client is responsible for preparing and delivering, or having ready for pickup, the orders it receives through the Services, with the same care it applies to in-store orders.

2.2. The Client must keep its menu, prices, availability, hours and preparation times up to date. The prices and allergen information shown to diners are the ones the Client uploaded or approved.

2.3. If the Client cannot take orders because of closure, lack of capacity or any other reason, it must pause orders from the Platform. Orders that were accepted and not fulfilled are the Client's responsibility.

2.4. RAY is not a party to the sale between the Client and the diner. The Client is the seller of the products.

3. DELIVERIES

3.1. For delivery orders, the Client must have the order ready, properly packed and sealed when the courier arrives, and report any delay in time.

3.2. The Client bears the risk of loss or damage to the order until the courier picks it up from the restaurant. The terms between the courier, the logistics provider and the diner during transit are governed by that provider's terms.

3.3. Charges for cancellations or failed deliveries are governed by section 4.9 of the Terms.

4. FOOD SAFETY AND RESTRICTED PRODUCTS

4.1. The Client must comply with all applicable hygiene, handling, labeling and food safety rules, including allergen information, and keep its permits current.

4.2. Offering tobacco, e-cigarettes, illegal substances or any product that cannot lawfully be sold remotely is prohibited.

4.3. Selling alcoholic beverages through the Services is only allowed if RAY has enabled it in writing for that Client. In that case, the Client must hold the required permits, must not sell to minors, and must verify the diner's age at delivery when the law or the logistics provider requires it.

5. PAYMENTS AND STRIPE ACCOUNT

5.1. Diner payments are processed in the Client's own Stripe account. Order funds go directly to that account. RAY does not receive, hold or transfer order funds.

5.2. The Client must open and maintain its Stripe account, accept Stripe's terms, and complete the identity and compliance checks Stripe requires. Stripe fees, payout timing, holds and account restrictions are a matter between the Client and Stripe.

5.3. RAY is not responsible for payments declined, held or delayed by Stripe, or for the closure or restriction of the Client's account.

5.4. The Service fees the Client owes RAY are invoiced under section 4 of the Terms and are separate from order payments.

6. REFUNDS AND CHARGEBACKS

6.1. The Client decides and is responsible for refunds, adjustments and compensation to diners for wrong, incomplete, late or spoiled orders, using the Platform tools when available.

6.2. When a diner disputes a charge with their bank, the chargeback is debited from the Client's Stripe account. RAY will help gather the available evidence about the order. The order amount, the chargeback fee and any other cost Stripe charges are borne by the Client.

7. TAXES AND INVOICING TO DINERS

7.1. The Client is responsible for issuing receipts to diners and for calculating, collecting, reporting and paying the taxes that apply to its sales, including VAT (IVA), income tax (ISR) and local taxes, and for issuing the digital tax receipts (CFDI) the SAT requires.

7.2. RAY does not provide tax or legal advice.

8. RESTAURANT CONTENT

8.1. The Client keeps ownership of its content, such as menus, photos, descriptions, logos and trademarks ("Client Content").

8.2. The Client grants RAY a non-exclusive, royalty-free, limited license to use, reproduce, adapt and display Client Content solely to provide, operate and promote the Client's Services, including its website, ordering channels, and the Google and social listings RAY manages. This license ends when the Service is canceled, except for copies that must be kept for legal reasons or technical backup.

8.3. The Client represents that it has the necessary rights to Client Content, including third-party photos and trademarks, and that it does not infringe anyone's rights and is not misleading. The Client is liable for claims arising from that content.

9. MARKETING AND PUBLICITY

9.1. RAY may mention the Client's name and logo as a user of the Services. The Client may ask in writing that they stop being used in new materials.

9.2. RAY will only publish case studies with figures, testimonials or images from the Client's business with the Client's prior written approval.

9.3. The Client agrees not to modify the marketing materials RAY provides without written authorization.

10. DINER DATA

10.1. Data of the diners who buy from the Client is used to take, charge and deliver orders. The Client is the controller of that processing toward diners, and RAY processes it on the Client's behalf to provide the Services, in line with the Privacy Policy.

10.2. The Client may not use that data for unlawful purposes or to send marketing messages without the consent required by law, including the Federal Law on Protection of Personal Data Held by Private Parties (LFPDPPP). The Client must have its own privacy notice for diners and is responsible for obtaining and recording those consents.

10.3. When the Service ends, the Client may ask RAY, within 30 days, for an export of its menu and order data. After that period RAY may delete it unless the law requires it to be kept.

11. PROHIBITED USES

11.1. The Client may not copy, scrape, decompile, reverse engineer, resell or sublicense the Services.

11.2. The Client may not interfere with the security or operation of the Platform, use the Services for illegal or deceptive activity, or create fake orders or reviews.

12. PROMOTIONS AND LOYALTY PROGRAMS

12.1. Promotions, discounts, coupons and loyalty programs the Client configures are its sole responsibility. The Client must make sure they comply with applicable the Federal Consumer Protection Law and other applicable promotions rules.

13. WEBSITE AND ACCESSIBILITY

13.1. RAY uses reasonable efforts to make the sites it builds accessible. The Client is responsible for the content it uploads, including alt text for its images, and for complying with the accessibility rules that apply to it. RAY does not warrant legal compliance in this area.

14. DISPUTES WITH THIRD PARTIES

14.1. RAY is not responsible for disputes between the Client and diners, couriers, suppliers or other third parties. The Client must resolve them directly with them.

15. IDEAS AND FEEDBACK

15.1. If the Client shares suggestions or ideas about the Services, RAY may use them freely, without confidentiality or compensation, as long as they do not include the Client's confidential information.

16. CHANGES TO THIS AGREEMENT

16.1. RAY may change this Agreement by notifying the Client at least 30 days before the change takes effect. If the Client disagrees, it may cancel the Service before that date without penalty, under section 4.3 of the Terms. Using the Service after that date means the Client accepts the change.

17. TERMINATION

17.1. Termination is governed by section 7 of the Terms and this Agreement. On termination the Client must pay any outstanding amounts, and RAY will stop receiving orders on its behalf.

17.2. The sections on payments and Stripe account, refunds and chargebacks, taxes, Client Content (as applicable), data, disputes with third parties, indemnity and governing law survive termination.

18. INDEMNITY AND LIABILITY

18.1. The Client will hold RAY harmless against claims from diners, couriers and other third parties arising from the products it sells, the preparation and handling of food, Client Content, its promotions, or its breach of this Agreement or the law, except to the extent the claim is caused by RAY's willful misconduct or gross negligence.

18.2. RAY's liability to the Client is governed by section 6.4 of the Terms.

19. GOVERNING LAW AND CONTACT

19.1. This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules. Any dispute arising from this Agreement will be submitted to the exclusive jurisdiction of the state and federal courts located in Delaware, and the parties waive any objection to that venue. This is consistent with sections 9.8 and 12 of the Terms and does not limit rights that the mandatory law of the Client's country does not allow to be waived.

19.2. For questions about this Agreement, email support@rayapp.io.