RAY - Restaurant Marketing Platform

Terms and Conditions of Use of the RAY Platform

Last updated: October 8th, 2026

These Terms and Conditions of Use govern access to and use of the rayapp.ai and any other website, application, or service operated by BotBit Inc., a company incorporated in the State of Delaware, United States, with its address at 6550 SW 126 Street, Miami, FL 33156, United States ("RAY" or "we"), including all services offered through the platform ("Services").

By accessing, registering, or using the platform, you ("User" or "you") declare that you have read, understood, and accepted these Terms and Conditions ("Terms") and the Privacy Policy, which is an integral part of this document.

RAY is committed to complying with the personal data protection laws that apply depending on the countries where Clients and their diners are located, including, where applicable, Mexico's Federal Law on Protection of Personal Data Held by Private Parties, U.S. state privacy laws and the European Union's General Data Protection Regulation (GDPR).

1. DEFINITIONS

1.1. "Platform": the website rayapp.ai and any other website, platform, or application operated by RAY.

1.2. "RAY" or "we": the company BotBit Inc.

1.3. "Client": any person or entity that accepts these Terms and acquires the Services.

1.4. "Subscription Service": the RAY Local SEO & Reputation Management service.

1.5. "Services": includes the Subscription Service and related professional services.

1.6. "Third-party Sites": any website or external service not operated by RAY.

2. ACCEPTANCE OF TERMS

By contracting the service, the Client fully, expressly, and knowingly accepts these Terms. Restaurants that receive orders, payments or deliveries through RAY also accept the Restaurant Participation Agreement.

3. DESCRIPTION OF SERVICES

3.1. RAY will provide the Subscription Service and related professional services in accordance with these Terms. Implementation may take between 2 hours and 4 weeks. The Client must actively participate in the process.

3.2. RAY is not responsible for the terms, content, or privacy policies of integrated third-party sites or software. The Client accepts their terms (e.g., Google, Facebook, Yelp).

3.3. The Client may display data generated by RAY on their website but must not modify or use them for other purposes without prior written authorization.

3.4. The Client agrees to comply with the terms of review platforms and refrain from using them to block reviews or circumvent policies. RAY may suspend the account after 30 days of noncompliance.

3.5. The Client is responsible for complying with the commercial communications and "Do Not Call" laws that apply in its country, and for obtaining the consent required to send SMS or emails.

3.6. The Client must safeguard their credentials and deactivate them if unauthorized access is suspected.

3.7. RAY may limit access or apply additional fees if the Client exceeds reasonable usage according to the Fair Use Policy.

3.8. The Client agrees to use the Services lawfully. They are responsible for any misuse, including by third parties with access to the Services.

3.9. The Client is solely responsible for any content they publish. RAY is not liable for the use or dissemination of such content by the Client or their users.

4. FEES AND PAYMENT

4.1. Fees are prepaid and non-refundable. Taxes are not included and are the Client's responsibility. Fee updates will take effect in the next billing cycle with prior notice.

4.2. In case of default, RAY may apply late fees, suspend, or terminate the Services without indemnity.

4.3. Unless otherwise indicated, Services will automatically renew at the end of each period. The monthly plan has no minimum term or penalty: it may be canceled at any time, and the cancellation takes effect when the month already paid ends. Non-renewal of the annual plan must be notified at least 30 days before the end of the period.

4.4. Invoices will be sent electronically.

4.5. Cancellation must be requested by email and becomes effective once all outstanding fees are paid.

4.6. If the Client is in arrears for two (2) or more consecutive billing periods, RAY reserves the right, at its sole discretion, to suspend or terminate the Services, with or without prior notice, until all outstanding amounts are fully paid. Such suspension or termination shall not release the Client from its payment obligations.

4.7. The annual plan is paid upfront, in a single payment covering twelve (12) months, and the two (2) free months apply only to that prepayment. Months paid under the monthly plan are not credited or discounted retroactively. A switch from the monthly plan to the annual plan takes effect when the current monthly period ends, with no proration or credits.

4.8. The annual plan is non-refundable. Cancellation, or a switch to the monthly plan, takes effect when the paid annual period ends, and the Client keeps access to the Services until that date.

4.9. Delivery charges for cancellation or failed delivery. For delivery orders, if the order is canceled or fails after a courier has been assigned, the logistics provider charges a fee. As of today, it is 50% of the delivery rate if the cancellation happens before the courier picks up the order, 100% if it happens after, and 100% plus the return trip if the order cannot be delivered and goes back to the restaurant. These charges are borne by the Client, and RAY will add them to the monthly invoice, itemized by order.

4.10. Chargebacks. Order payments are processed in the Client's Stripe account, so the chargeback is debited from that account. RAY will help gather the available evidence about the order. The order amount and the chargeback fee are borne by the Client.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. RAY retains all intellectual property rights over the Platform and Services. The Client receives a limited, revocable, non-transferable license.

5.2. The Client may not copy, modify, or resell the Services without written authorization.

5.3. Client Data belongs to the Client, who authorizes RAY to use it as needed for service delivery. RAY and third-party data must be used under these Terms.

5.4. Data processing is governed by the Privacy Policy.

5.5. Both parties agree to maintain the confidentiality of information.

6. WARRANTIES, LIMITATIONS, AND INDEMNITY

6.1. RAY guarantees service provision as described in these Terms.

6.2. The Client guarantees they have all necessary consents for service use.

6.3. Except as stated in 6.1, all other warranties are excluded.

6.4. RAY's liability is limited to the amount paid by the Client in the 12 months prior to the incident. RAY is not liable for indirect damages, data loss, or lost profits.

6.5. The Client must indemnify RAY against any claims arising from improper use of the Services.

6.6. RAY agrees to defend the Client against third-party IP claims subject to conditions.

6.7. Indemnity obligations are subject to prompt notice, defense control, and cooperation.

7. TERM AND TERMINATION

7.1. These Terms remain in effect while an order form referencing them is active.

7.2. Either party may terminate the agreement for material breach not remedied within 30 days.

8. PAYMENTS

RAY uses third-party payment processors (e.g., Increase). The Client agrees to their terms.

9. MISCELLANEOUS

9.1. The parties are independent contractors.

9.2. RAY may subcontract and is responsible for subcontractors' compliance.

9.3. Delay due to force majeure does not constitute breach.

9.4. Neither party may assign rights without the other's prior consent, unless provided otherwise herein.

9.5. The Client will reimburse reasonable travel expenses related to Professional Services.

9.6. Notices will be sent to the contact details provided. The Client's registered email is their official address for notices.

9.7. Both parties agree to comply with applicable laws.

9.8. These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules. Any dispute 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 does not limit rights that the mandatory law of the Client's country does not allow to be waived.

9.9. These Terms constitute the entire agreement. Modifications will be notified and effective within 10 days. Continued use constitutes acceptance.

9.10. If any provision is invalid, the remaining provisions will remain in force.

10. FREE TRIALS

RAY may offer free trials subject to specific terms. During such periods, warranties and indemnities do not apply.

11. INTERNATIONAL USE

Use of the Platform outside the United States is the Client's sole responsibility. Compliance with local laws is required.

12. ALTERNATIVE DISPUTE RESOLUTION

Before taking legal action, the claiming party will notify the other in writing and the parties will try in good faith to resolve the dispute during the 30 days following that notice.

13. TEXT MESSAGING (SMS)

When you text a business phone number operated by RAY (BotBit) or one of its products, such as Sara, our AI assistant, you may receive SMS replies to answer your questions and help you book, reschedule, or confirm appointments. This section governs that text messaging program.

13.1. Consent. You opt in by initiating the conversation: you text the business first, and that message is your consent to receive reply messages. We never buy, rent, or share your mobile number with third parties for their own marketing.

13.2. Frequency. Message frequency varies based on your conversation.

13.3. Cost. Message and data rates may apply, according to your mobile plan.

13.4. Opt out and help. Reply STOP at any time to stop receiving messages. Reply HELP for help. You can also email us at support@rayapp.io.

13.5. Carriers. Mobile carriers are not liable for delayed or undelivered messages.

How we handle the data in these conversations is described in our Privacy Policy.

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