Merchant Agreement

This Merchant Agreement (the "Agreement") is a contract between Kickoff Business Solutions LLC, a Texas limited liability company doing business as Redy ("Redy," "we," "us"), and the business identified on the account (the "Merchant," "you"). It governs access to and use of the Redy platform: point-of-sale software, kiosk, online ordering, kitchen displays, customer communications, reporting, hardware, and related services (the "Services").

You accept this Agreement by checking the acceptance box and pressing the acceptance button in the Redy dashboard, by signing it in any other manner Redy enables, or by using the Services. The person accepting represents and warrants that they have full legal authority to bind the Merchant (including the legal entity that owns the business) to this Agreement; anyone without that authority must not accept or use the Services.

You consent to doing business electronically: the electronically recorded acceptance (including date and time, accepted version, language, IP address, and device) constitutes your electronic signature and has the same force as a handwritten signature under the E-SIGN Act and UETA.

This Agreement, together with the Privacy Policy (useredy.com/privacy), the SMS Terms (useredy.com/sms-terms), and the payment processor terms applicable to your account, is the entire agreement between you and Redy.

Depending on your plan and the features enabled on your account, the Services may include: point of sale (POS), self-service kiosk, kitchen display system (KDS), customer display, online ordering and a public business microsite, the Redy Order marketplace, reservations, customer management, SMS receipt delivery and notifications, reporting and analytics, and payment processing facilitation.

Card payment processing is provided by third-party processors — currently North (PayAnywhere) — under their own merchant agreements (the "Processor"). Redy does not store card data; cardholder data is handled by the Processor under PCI-DSS standards.

The Services evolve: Redy may add, modify, or retire features. Features labeled beta or early access are provided as is, may change or be discontinued at any time, and are not covered by any availability commitment.

Subject to this Agreement and payment of the applicable fees, Redy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, effective only during the term of this Agreement, to access and use the Services solely for the internal business operations of your business in the United States.

The Services are licensed, not sold. You acquire no ownership rights in the software, applications, design, code, or any part of the platform — only the temporary right of use described in this section. Redy reserves all rights not expressly granted.

You will not, and will not permit or assist any third party to:

• reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or internal structure of the Services;
• modify, translate, adapt, or create derivative works of the Services, or copy the structure, sequence, or organization of their user interface;
• copy, reproduce, republish, rent, lend, sell, resell, distribute, or commercially exploit the Services, or operate them as a service bureau for third parties;
• use the Services, their documentation, or any data obtained through them to build, train, or support a product or service that competes with Redy;
• access the Services or extract data using robots, spiders, scrapers, or any unauthorized automated or manual process;
• circumvent, disable, or interfere with security measures, technical limits, or disabled features, or enable features not purchased;
• perform penetration testing, vulnerability scanning, or load testing without Redy's prior written authorization;
• remove, obscure, or alter intellectual property notices, marks, or legends from the Services;
• attempt to re-identify aggregated, anonymized, or de-identified data derived from the Services;
• access other merchants' data or accounts that do not belong to you, or use another person's credentials;
• use the Services in violation of law or for fraudulent or simulated transactions, or impose a disproportionate load on Redy's infrastructure.

Breach of this section is a material breach of this Agreement and may result in immediate suspension or termination, without prejudice to Redy's other legal remedies.

You agree to provide true, accurate, and complete business information, to keep it current, and to safeguard your access credentials, PINs, and devices. You are responsible for all activity on your account — by you, your owners, managers, employees, contractors, or anyone you give access to or who accesses with your credentials — whether authorized or not. Notify Redy immediately of any unauthorized access.

To enable payment processing, you authorize Redy and the Processor to verify the identity of the business and its beneficial owners, including credit history checks and verifications required by know-your-customer (KYC) and anti-money-laundering laws.

Basic Plan — free

• Full POS, KDS, and customer display functionality.
• Order history and transaction totals.
• SMS receipt delivery.
• Standard reporting.
• Does not include: guest contact data export, marketing tools, or advanced analytics.

PRO Plan — $97/month

• Everything in Basic.
• Full access to guest contact data for your location (phone numbers, email).
• SMS marketing tools.
• Advanced analytics and customer insights.
• Priority support.

Fees paid are non-refundable except where required by law. You are responsible for applicable taxes on fees (excluding Redy's income taxes). Redy may set off amounts you owe against amounts payable to you where permitted by law. Redy will give 30 days' written notice before changing any fee; continued use of the Services after the effective date constitutes acceptance of the new fee.

Merchants on the Basic Plan are expected to maintain a minimum of $1,000 USD in monthly payment processing volume through Redy. This minimum exists to keep the platform sustainable for all merchants. It is not an automatic fee: Redy will contact you before taking any action related to low volume.

Accounts with zero transactions for 90 consecutive days may be flagged for closure. Redy will send written notice to your registered email, provide 15 days to respond or reactivate, and close the account if no response is received. After closure, the data export window in Section 11.5 applies.

By using the Services you also agree to the Processor's processing terms applicable to your MID (Merchant ID). The operating rules of the card networks (Visa, Mastercard, etc.) control over this Agreement with respect to processing.

• Each payment transaction is between you and your customer. Redy is not a party to the transaction.
• You are solely responsible for chargebacks, disputes, refunds, and fraud on your transactions, and for amounts, fines, and penalties imposed by the networks or the Processor due to your activity. The Processor may establish reserves and hold or debit funds under its terms.
• You will comply with applicable PCI-DSS standards and require the same of your vendors; you will immediately reimburse Redy for any fine or charge imposed on Redy by the networks or the Processor due to your non-compliance.
• Offline, queued, or deferred-authorization transactions are at your sole risk: they may be declined upon reconnection and Redy does not guarantee collection.
• You must review your settlements and report any processing error to Redy within 30 days; after that period, the error is deemed accepted to the maximum extent permitted by law.
• If the Processor suspends or terminates your processing account, or the relationship between Redy and the Processor ends, Redy may suspend payment features without liability.

Dual pricing / cash discount features are available only where permitted by law and network rules, and configuring and using them in compliance with those rules and your Processor agreement — including any customer signage and disclosures your state requires — is solely your responsibility.

You are solely responsible for determining, configuring, collecting, reporting, and remitting all taxes applicable to your sales. System reports and calculations are operational tools and do not constitute tax, accounting, or legal advice.

• Risk of loss or damage for hardware Redy sells or ships to you passes to you upon delivery to the carrier.
• Third-party hardware (PAX payment terminals, printers, tablets, and similar) is provided solely with the manufacturer's warranty: warranty claims are handled directly with the manufacturer, and Redy provides no additional warranty of its own for such hardware.
• You are responsible for physical installation, your local network, internet connectivity, and the electrical environment of your equipment.
• Returns and exchanges are governed by the terms of the applicable purchase order or invoice.

11.1 Merchant Data

"Merchant Data" means the data you upload to or generate in the Services about your business: menus, prices, configurations, employee information, transaction records, logos, and content — excluding End Customer Data. You own your Merchant Data. You grant Redy a worldwide, non-exclusive, royalty-free, sublicensable, fully paid-up license to host, use, copy, transmit, modify, and create derivative works of Merchant Data in order to operate, maintain, protect, and improve the Services and to develop Redy's current and future offerings, products, and services. This license survives termination to the extent necessary for the foregoing purposes and to comply with law.

11.2 End Customer Data

"End Customer Data" means data about the consumers who transact with your business through the Services (contact details, transactions, history, preferences), collected by Redy through the platform. Redy processes it under its Privacy Policy and this Agreement. Your access to it depends on your plan (Basic: counts and masked data; PRO: full contact data and marketing tools).

• Customers consent to receive messages from YOUR business — not from Redy as its own sender, and not from other merchants.
• You may not enter or modify a customer's contact information on their behalf unless the customer expressly requests it.
• You may not export, sell, rent, or transfer End Customer Data outside the platform, or use it to contact another business's customers.
• Any use you make of End Customer Data outside the platform is solely your responsibility, including any additional notices and consents required by law.

11.3 Derived Data — owned by Redy

Notwithstanding anything to the contrary in this Agreement: Redy may create aggregated, anonymized, or de-identified data from Merchant Data, End Customer Data, and use of the Services — combined across merchants —, may use it for any lawful purpose (including benchmarks, analytics, product improvement, and development of new services), and Redy is and will remain the exclusive owner of such derived data and all intellectual property rights in it, entirely without obligation to the Merchant. This data does not identify your business or your customers.

11.4 Platform data

Technical records, telemetry, usage metrics, logs, and security data generated by the Services are the property of Redy.

11.5 Data upon termination

Upon termination of the Agreement, you will have 30 days of read-only access to export your transaction history and Merchant Data. After that window, Redy has no obligation to retain your data and may irreversibly delete it, subject to applicable law and to Section 11.3 (Derived Data is unaffected by termination).

11.6 Merchant name and marks

You grant Redy a non-exclusive license to use your business name and logo to operate the Services (e.g., your microsite and receipts) and to identify you as a Redy customer in commercial materials. You may withdraw the promotional-use permission by writing to soporte@useredy.com.

Customer contact capture is self-service: the customer enters their own phone number or email and gives their own consent. You may not enter or check either on their behalf, except at the customer's express request.

• You are responsible for complying with all communications laws applicable to your business's messages — including the TCPA, CAN-SPAM, and A2P 10DLC rules — and for sending only messages related to the customer's relationship with YOUR business.
• Redy automatically processes opt-outs (STOP) and opt-ins (START); you must honor every opt-out immediately and must not circumvent suppression.
• Redy sends transactional SMS (receipts, confirmations, order-ready notices) on your behalf using shared or dedicated numbers depending on your plan, under the applicable registered program.
• You consent to receive operational and service calls, emails, and text messages from Redy about your account, including automatically generated ones.

You may not use the Services to process payments for:

• firearms, ammunition, or weapons;
• illegal substances;
• adult content or services;
• gambling;
• money transmission or aggregation;
• any business or activity prohibited by the Processor's acceptable use policy or by law.

Redy may decline, suspend, or reverse transactions it reasonably believes are fraudulent, unlawful, or in violation of this Agreement or network rules.

Redy and its logo are trademarks of Kickoff Business Solutions LLC. The software, design, algorithms, documentation, and content of the platform — including all improvements, updates, derivatives, and future works — are and will remain the exclusive property of Redy and its licensors, protected by intellectual property laws. You retain ownership of your Merchant Data as set out in Section 11.

If you submit ideas, suggestions, or comments about the Services ("Feedback"), you irrevocably assign and transfer to Redy all right, title, and interest in that Feedback, and Redy may use it without restriction or compensation. Feedback is not considered your confidential information.

Each party will protect the other's non-public information accessed under this Agreement with at least the same care it applies to its own (and never less than reasonable care), and will use it only to perform this Agreement. Redy's unpublished pricing, roadmaps, and unreleased features are Redy's confidential information. This section does not limit the data rights in Section 11.

The Services rely on and integrate with third-party services — among others, the Processor (North/Fiserv), messaging providers, delivery couriers, maps and review platforms, and infrastructure providers. Use of each third-party service is subject to its own terms, and Redy is not responsible for third parties' acts, omissions, failures, or changes. If a third party discontinues or restricts a service, Redy may modify or retire the affected feature without liability.

Redy works to keep the Services available but does not guarantee continuous or error-free availability and makes no service-level (SLA) commitments except by separate written agreement. The Services may be interrupted by maintenance, updates, third-party failures, or causes beyond Redy's control. Your location's internet connectivity, networks, and devices are your responsibility; Redy is not liable for losses caused by connectivity failures at your location.

To the maximum extent permitted by law, the Services and hardware are provided "as is" and "as available," without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Services will be uninterrupted, timely, secure, or error-free. No advice or information, oral or written, obtained from Redy creates any warranty not expressly stated in this Agreement.

To the maximum extent permitted by law: (a) Redy will not be liable for indirect, incidental, special, punitive, or consequential damages, or for lost profits, lost revenue, loss of data, business interruption, or cost of substitute services, even if advised of their possibility; and (b) Redy's total aggregate liability for any claim arising from this Agreement or the Services will not exceed the greater of: (i) the fees you paid to Redy for the Services in the 3 months preceding the event giving rise to the claim, or (ii) $500 USD.

Without limiting the foregoing, Redy is not liable for:

• payment disputes, chargebacks, or fraud between you and your customers;
• acts or omissions of the Processor, messaging providers, couriers, or other third parties;
• internet or connectivity failures at your location, or transactions performed offline;
• errors in orders, prices, or taxes configured by you or your staff;
• the quality and safety of your food and services, which are solely your responsibility.

The cap above does not limit your fee payment obligations or network or Processor fines attributable to your activity. Some jurisdictions do not allow certain exclusions; in that case they apply to the maximum extent permitted.

You will defend, indemnify, and hold harmless Redy, its affiliates, and their personnel from all claims, damages, fines, penalties, and expenses (including reasonable attorneys' fees) arising from:

• your use of the Services or use by your users and staff;
• your breach of this Agreement or of law, including communications (TCPA/CAN-SPAM), privacy, and consumer protection laws;
• your taxes, and card network or Processor fines or charges attributable to your activity (including PCI-DSS non-compliance);
• claims by your customers related to your products, food, allergens, pricing, or service;
• payment disputes, chargebacks, and refunds on your transactions;
• the content of your messages and campaigns and the use of contact data captured through the Services;
• access performed with your credentials or devices;
• third-party claims arising from Merchant Data or your content.

This obligation does not apply to the extent a claim results from Redy's gross negligence or willful misconduct.

This Agreement is effective from your acceptance and for as long as you use the Services. You may terminate at any time with 30 days' written notice to soporte@useredy.com.

Redy may suspend or terminate your account with immediate effect if: you breach this Agreement; there is fraudulent use or risk to the platform, other merchants, or consumers; there is non-payment; there are excessive chargebacks; a card network, regulator, or legal order requires it; the Processor suspends or terminates your processing account or its relationship with Redy; or you violate the law. Redy may terminate for any other reason with 90 days' written notice.

• Upon termination: your license ends, and accrued fees and outstanding obligations become due.
• The data export window in Section 11.5 applies (30 days read-only).
• Sections 11 (Data), 14 (Intellectual property), 15 (Confidentiality), 18 (Warranties), 19 (Liability), 20 (Indemnification), 23 (Disputes), and 24 (General) survive termination.

Redy may modify this Agreement. Each version is identified by its date and archived. For materially adverse changes (e.g., fees, data, liability limits, or dispute resolution), Redy will give reasonable notice — at least 30 days by email or in the dashboard, except for changes required by law or security with immediate effect — and will request your affirmative acceptance of the new version in the dashboard before you continue using it. For non-material changes, the updated version is posted, and continued use of the Services after its effective date constitutes acceptance.

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-law rules.

Informal resolution first

Before starting any proceeding, both parties will attempt to resolve the dispute in good faith: send a written description to soporte@useredy.com; Redy will respond within 15 business days, and the parties will negotiate for at least 60 days from the notice.

Binding individual arbitration

If informal resolution fails, any dispute arising from this Agreement or the Services will be resolved by binding, confidential, individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before one arbitrator, in Dallas, Texas, or remotely by mutual agreement. Excepted: claims that qualify for small-claims court, and injunctive or equitable relief to protect intellectual property or data.

Class action waiver: both parties waive participation in class actions, class arbitrations, and representative actions; disputes will be resolved solely on an individual basis. Jury trial waiver: in any permitted court proceeding, both parties irrevocably waive trial by jury. Any claim must be commenced within one year after the event giving rise to it; after that period it is permanently barred, to the maximum extent permitted by law.

• Entire agreement: this Agreement, the Privacy Policy, the SMS Terms, and the Processor's terms are the entire agreement between the parties regarding the Services and supersede all prior agreements, including the May 6, 2026 version.
• Severability: if any provision is invalid, the rest remain in full force, and the invalid one will be adjusted to the minimum extent necessary.
• Assignment: you may not assign this Agreement without Redy's written consent; Redy may assign it freely, including in a merger, acquisition, or asset sale.
• Force majeure: neither party is liable for delays or failures caused by events beyond its reasonable control (natural disasters, government actions, internet or power outages, third-party failures).
• No waiver: failure to exercise a right is not a waiver of that right.
• Independent parties: nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, and there are no third-party beneficiaries.
• Notices: Redy's notices will be given to your account's registered email or within the dashboard, and are deemed received when sent.
• Language: the Spanish version is a courtesy translation with the same content as the English version; in case of conflict, the English version controls.
• Electronic signature and records: you agree that Redy keeps electronic records of your acceptance (date and time, version, language, IP, and device) as full proof of this contract.

Kickoff Business Solutions LLC DBA Redy · 5900 Balcones Dr, Ste 100, Austin, TX 78731 · soporte@useredy.com · hello@useredy.com · +1 (234) KICKOFF (+1 234-542-5633). State of incorporation: Texas.