Last updated: November 3, 2026

These Terms of Service (the "Terms") form a binding agreement between Huddle Platform, Inc., a Delaware corporation ("Huddle," "we," "us," or "our"), and the legal entity or, if no entity is identified, the individual that subscribes to or uses the Services ("Customer," "you," or "your") (each a "Party," together the "Parties"). By registering for, accessing, or using the Services, Customer agrees to these Terms and to Huddle's Privacy Policy at https://help.huddleapp.com/en/articles/18174497-privacy-policy, which is incorporated by reference. If the individual accepting these Terms is doing so on behalf of a company or other legal entity, that individual represents that they have authority to bind that entity, in which case "Customer" refers to that entity. If Customer does not agree to these Terms, Customer may not access or use the Services.

These Terms are effective as of the earlier of (a) the date Customer first accesses or uses the Services and (b) the effective date of any Order Form signed by the Parties referencing these Terms (the "Effective Date").

In these Terms, the following capitalized terms have the meanings below. Other capitalized terms are defined in the body of these Terms.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of the voting interests of the entity.

"Aggregated Data" means data derived from Customer Data or Usage Data that has been combined with data from other sources or customers and from which all direct and indirect identifiers of Customer, its personnel, and its Authorized Users have been removed such that it does not identify and cannot reasonably be used to identify any individual or business.

"AI Features" means features of the Services that use artificial intelligence or machine-learning models, including models provided by third parties, to generate Output, including document and file import, photo checks on checklist tasks, and Huddle's in-product assistant.

"Authorized User" means an individual employee, contractor, or agent of Customer who is authorized by Customer to access the Services on Customer's behalf, including individuals who access the Services by PIN on a Shared Device.

"CCPA/CPRA" means the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and its implementing regulations.

"Confidential Information" has the meaning set forth in Section 9.1.

"Customer Data" means electronic data or content that Customer or its Authorized Users submit, upload, transmit, or otherwise provide to the Services, including team member profiles, employee records, schedules, pay rates, training and accountability records, checklists, photos, cash counts, notes, files, and messages. Customer Data includes Output generated from Customer Data. Customer Data does not include Usage Data, De-Identified Data, or Aggregated Data.

"De-Identified Data" means data derived from Customer Data or Usage Data that has been modified using reasonable technical and organizational measures so that it does not identify and cannot reasonably be linked, directly or indirectly, to any individual, household, or business, consistent with the standards of CCPA/CPRA and analogous state laws.

"Documentation" means Huddle's user guides, technical specifications, and help documentation for the Services, as updated from time to time, available at huddleapp.com or as otherwise provided by Huddle.

"DPA" means Huddle's Data Processing Addendum, available at https://help.huddleapp.com/en/articles/18174509-data-processing-addendum, which is incorporated into these Terms when required by applicable law or by agreement between the Parties.

"Fees" means the fees payable by Customer for the Services as set forth in the applicable Order Form or online subscription page, which may be charged per Location.

"Free Trial" has the meaning set forth in Section 7.5.

"Huddle Technology" means the Services, the Documentation, and all underlying software, algorithms, models, prompts, templates, standards libraries, user interfaces, designs, know-how, methodologies, and other technology, together with all improvements, enhancements, and derivative works of any of the foregoing, and all intellectual property rights therein.

"Location" means a single restaurant, store, or other business site of Customer that is set up in the Services.

"Minor Employee" means an Authorized User or other individual whose Personal Information is submitted to the Services and who is under the age of eighteen (18).

"Order Form" means an ordering document, online subscription selection, or purchase order that references these Terms, executed or submitted by Customer and accepted by Huddle.

"Output" means content generated by the AI Features in response to Customer Data or an Authorized User's instructions.

"Personal Information" has the meaning given to that term (or the equivalent term "personal data") under applicable data protection law.

"Privacy Policy" means Huddle's privacy policy, available at https://help.huddleapp.com/en/articles/18174497-privacy-policy, as updated from time to time.

"Security Incident" means a confirmed unauthorized access to, acquisition of, or disclosure of Customer Data in Huddle's possession or control.

"Services" means the software-as-a-service offerings provided by Huddle, including the web application at huddleapp.com, associated mobile applications, the Huddle connector for third-party AI assistants, and any related features, updates, or successor products, as identified in the applicable Order Form or in the Documentation.

"Shared Device" means a phone, tablet, or computer that Customer enrolls in the Services so that multiple Authorized Users can sign in with a PIN.

"Subprocessor" means a third party engaged by Huddle to process Customer Data in connection with the Services.

"Subscription Term" means the initial term and each renewal term of Customer's subscription, as set forth in Section 7.6.

"Third-Party Integration" means a third-party product, service, or system (including AI assistants such as ChatGPT or Claude, scheduling platforms, payroll providers, and connected hardware such as thermometers) that interoperates with the Services at Customer's direction.

"Usage Data" means data generated by or derived from the operation, use, or performance of the Services, including (a) logs of Authorized User actions and activity history; (b) plan, schedule, and layout events, assignments, and modifications; (c) feature-usage frequencies, patterns, and timing; (d) operational metrics and performance data; (e) inferences, models, and analytical outputs derived from any of the foregoing or from Customer Data; and (f) diagnostic, telemetry, session replay, and error data.

Subject to Customer's compliance with these Terms and timely payment of Fees, Huddle will make the Services available to Customer during the Subscription Term in accordance with the Documentation.

Huddle grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right during the Subscription Term to access and use the Services solely for Customer's internal business purposes and solely by Authorized Users. Customer may not exceed the usage limits, Location counts, module selections, or other restrictions set forth in the applicable Order Form or Documentation.

Customer is responsible for maintaining the confidentiality of all access credentials issued to or selected by its Authorized Users, including passwords and PINs, and for all activities that occur under those credentials. Customer controls which individuals are Authorized Users and what each can see and do in the Services, and is responsible for removing access when an individual should no longer have it. Customer will notify Huddle promptly upon becoming aware of any unauthorized use or suspected compromise of credentials. Customer is liable for all acts and omissions of its Authorized Users as if they were Customer's own.

Customer is responsible for the physical security of each Shared Device, for limiting who can use it, and for removing a Shared Device from the Services if it is lost, stolen, or no longer under Customer's control. Customer acknowledges that a PIN is a convenience credential intended for use on Shared Devices at Customer's premises, and that anyone who learns an Authorized User's PIN and has access to an enrolled Shared Device may act as that Authorized User.

Customer may permit its Affiliates to use the Services under these Terms, provided that Customer remains responsible for Affiliate compliance and any Affiliate use is counted toward Customer's usage limits.

Customer may direct Huddle to integrate the Services with Third-Party Integrations. When Customer or an Authorized User provides Huddle with credentials or authorization to access a Third-Party Integration, or authorizes a Third-Party Integration to access the Services, Customer appoints Huddle as its limited agent for the sole purpose of exchanging data with that Third-Party Integration on Customer's behalf to perform the Services. Customer represents and warrants that it has all rights and authority necessary to grant such agency and access, and that its use of Third-Party Integrations through the Services complies with the terms governing those Third-Party Integrations. Customer Data that Customer or its Authorized Users cause to be sent to a Third-Party Integration, including Customer Data returned to a third-party AI assistant, is handled under Customer's agreement with that third party and not these Terms. Huddle is not responsible for any Third-Party Integration or for any act or omission of a third-party provider, and any suspension, modification, or discontinuation of a Third-Party Integration is outside Huddle's control.

Customer acknowledges that (a) Output is generated automatically, may be inaccurate, incomplete, or inappropriate, and may not be unique to Customer; (b) Customer and its Authorized Users are responsible for reviewing Output before relying on it or applying it, including changes that Huddle's assistant proposes or makes at an Authorized User's instruction; and (c) Huddle uses third-party AI model providers to deliver AI Features, as described in the Privacy Policy and the DPA. Huddle does not permit its AI model providers to use Customer Data to train their own general-purpose models. As between the Parties and subject to Huddle's rights under Sections 4.2 and 5, Customer owns Output to the extent permitted by law.

Huddle may make features, products, or services identified as "beta," "preview," "early access," or similar designations ("Beta Features") available to Customer on a trial or evaluation basis. Beta Features are provided AS-IS, without warranties of any kind, and may be modified, suspended, or discontinued at any time without notice. Huddle's aggregate liability with respect to Beta Features is zero. Customer's use of Beta Features is voluntary.

If Customer or an Authorized User downloads a Huddle mobile application from the Apple App Store or Google Play (each, an "App Store"), the following also applies: (a) these Terms are between the Parties only, and not with the App Store provider; (b) the App Store provider has no obligation to furnish maintenance or support for the application; (c) to the maximum extent permitted by law, the App Store provider has no warranty obligation with respect to the application, and any claims, losses, or costs attributable to a failure to conform to any warranty are governed by these Terms; (d) the App Store provider is not responsible for addressing any claims relating to the application, including product-liability claims, claims that the application fails to conform to any legal or regulatory requirement, and claims under consumer-protection or similar laws; (e) the App Store provider is not responsible for the investigation, defense, settlement, or discharge of any third-party claim that the application infringes intellectual property rights; (f) use of the application must comply with the App Store's usage rules; and (g) Apple Inc. and its subsidiaries are third-party beneficiaries of this Section 2.9 and may enforce it against users of the iOS application.

Customer will not, and will not permit any Authorized User or third party to: (a) sell, resell, sublicense, distribute, rent, or lease the Services; (b) access or use the Services to build, improve, or support a competing product or service, or for benchmarking, competitive analysis, or similar purposes; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, prompts, or underlying ideas, structures, or algorithms of the Services, except to the extent such restriction is prohibited by applicable law; (d) modify, translate, or create derivative works of the Services or the Documentation; (e) remove, obscure, or alter any proprietary notices; (f) introduce any virus, malware, or harmful code; (g) interfere with or disrupt the integrity, security, or performance of the Services; (h) access the Services through automated means or scrape, index, or harvest content, except through interfaces Huddle makes available for that purpose, such as the Huddle connector for third-party AI assistants; (i) circumvent or attempt to circumvent any usage limits, authentication, rate limits, PIN lockouts, or access controls; (j) attempt to manipulate AI Features into ignoring their instructions or disclosing information an Authorized User is not permitted to access; or (k) use the Services in violation of applicable law.

Customer will not use the Services to transmit, store, or process content that: (a) infringes or misappropriates any intellectual property or other right of a third party; (b) is defamatory, harassing, discriminatory, or unlawful; (c) contains malicious code; (d) solicits, sexualizes, or endangers minors; or (e) violates any applicable privacy or data protection law.

The Services are not designed to store certain categories of sensitive information, and Customer will not submit to the Services any (a) Social Security numbers, Social Insurance Numbers, or other government-issued identification numbers; (b) driver's license, passport, or immigration documents; (c) financial account numbers or payment card numbers; (d) medical records, diagnoses, or other health information, beyond the type of a time-off request; (e) biometric identifiers; (f) background-check or consumer reports; or (g) precise geolocation data (together, "Restricted Data"), unless the Documentation expressly describes a feature designed to receive that category. Huddle has no liability for Restricted Data submitted in violation of this Section.

Customer is responsible for (a) all acts and omissions of its Authorized Users; (b) the accuracy, quality, and lawfulness of all Customer Data; (c) the means by which Customer obtains Customer Data; and (d) compliance with all laws applicable to Customer's business, including wage-and-hour, labor, employment, immigration, food-safety, and data-protection laws.

Customer represents and warrants that (a) it is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions; (b) it is not listed on any U.S. government list of prohibited or restricted parties; and (c) its use of the Services complies with all applicable export-control and sanctions laws, including the U.S. Export Administration Regulations and the regulations administered by the U.S. Office of Foreign Assets Control.

Customer will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and will not offer, promise, or provide anything of value to any government official or other person to improperly obtain or retain business or secure any improper advantage in connection with these Terms or the Services.

Without limiting Section 8.2, Huddle may immediately suspend Customer's or any Authorized User's access to the Services, or disable a Shared Device or Third-Party Integration, if Huddle reasonably determines that continued access poses a security, legal, or operational risk to Huddle, its customers, or third parties.

As between the Parties, Customer owns all right, title, and interest in and to Customer Data, including all intellectual property rights therein. Huddle claims no ownership of Customer Data.

Customer grants Huddle a non-exclusive, worldwide, royalty-free license during the Subscription Term, and thereafter solely as necessary to give effect to Huddle's rights in Usage Data, De-Identified Data, and Aggregated Data, to host, copy, transmit, display, store, process, and otherwise use Customer Data to (a) provide, maintain, improve, and secure the Services; (b) perform its obligations under these Terms; (c) generate Usage Data, De-Identified Data, and Aggregated Data; and (d) comply with applicable law.

Customer represents and warrants that (a) it has all rights, consents, authorizations, and licenses necessary to submit Customer Data to the Services and to grant the licenses in this Section 4; (b) Customer Data does not violate the rights of any third party or applicable law; and (c) Customer has provided all notices to, and obtained all consents from, individuals whose Personal Information is included in Customer Data as required under applicable data-protection, employment, and privacy law, including notice that their information will be processed by Huddle and its Subprocessors, including by AI Features and session replay tools.

Customer acknowledges that it is the controller (or the equivalent designation under applicable law) of Personal Information concerning its personnel that is submitted to the Services, and Huddle acts as a processor or service provider. For Personal Information concerning Minor Employees, Customer is solely responsible for compliance with all applicable minor-labor, child-privacy, and parental-consent laws, including obtaining and maintaining any required parental consents. Customer will not add any individual under the age of thirteen (13) to the Services. Customer's indemnification obligations under Section 13.2 expressly cover all claims arising from Customer's handling of Personal Information concerning its personnel, including Minor Employees.

To the extent Customer Data contains Personal Information subject to CCPA/CPRA, the Connecticut Data Privacy Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Utah Consumer Privacy Act, the Texas Data Privacy and Security Act, PIPEDA, or any analogous applicable law, the DPA applies and forms part of these Terms with respect to Huddle's processing of such Personal Information on Customer's behalf.

As between the Parties, Huddle owns all right, title, and interest in and to Usage Data, including all intellectual property rights therein. To the extent Customer is deemed to have any ownership interest in Usage Data, Customer hereby irrevocably assigns to Huddle all such right, title, and interest and waives any moral or equivalent rights. Huddle's rights in Usage Data survive termination of these Terms in perpetuity.

Huddle grants Customer a non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Subscription Term to access and use, through the features of the Services, Usage Data relating to Customer's own use of the Services, solely for Customer's internal business purposes. This license does not permit Customer to extract, export, resell, sublicense, or use Usage Data outside the Services, or to use Usage Data to develop, train, or improve any product or service competitive with the Services.

Huddle may create, use, reproduce, distribute, and exploit De-Identified Data and Aggregated Data for any lawful business purpose, including to develop, improve, and commercialize the Services and other products and services, to benchmark, to publish industry insights and research, and to share with third parties. Huddle's rights in De-Identified Data and Aggregated Data survive termination in perpetuity. Huddle will not attempt to re-identify De-Identified Data or permit a recipient to do so, and will maintain reasonable technical and contractual safeguards against re-identification consistent with CCPA/CPRA requirements.

Without limiting the foregoing, Huddle may use Customer Data (during the Subscription Term and any post-termination retention period permitted under Section 8.6), Usage Data, De-Identified Data, and Aggregated Data to: (a) provide, operate, support, maintain, secure, and improve the Services; (b) develop new features, products, and services, including machine-learning, predictive, and automated-scheduling models; (c) perform analytics, benchmarking, research, and product development, including across customers; (d) enforce these Terms and protect the rights, property, and safety of Huddle, its customers, and third parties; and (e) comply with applicable law.

Huddle does not "sell" or "share" Personal Information contained in Customer Data within the meaning of CCPA/CPRA or analogous state laws. Huddle's sharing of Personal Information contained in Customer Data with Subprocessors is limited to the purposes set forth in the DPA and these Terms.

Huddle maintains an information-security program that includes administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction, consistent with generally accepted industry practices for SaaS providers of similar size and scale.

Customer authorizes Huddle to engage Subprocessors to process Customer Data for the purposes set forth in these Terms and the DPA, provided that Huddle (a) imposes data-protection obligations on each Subprocessor no less protective than those in these Terms and the DPA and (b) remains liable for the acts and omissions of its Subprocessors. Huddle's current list of Subprocessors is set out in the DPA.

Huddle will notify Customer without undue delay, and in any event no later than seventy-two (72) hours after Huddle's confirmation of a Security Incident, and will provide information reasonably necessary for Customer to meet its own notification obligations under applicable law. Huddle will reasonably cooperate with Customer in investigating and remediating the Security Incident. Huddle's notification is not an acknowledgment of fault or liability.

With respect to Personal Information of California residents contained in Customer Data, Huddle acts as a "service provider" as defined under CCPA/CPRA. Huddle will (a) process such Personal Information only for the business purposes specified in these Terms and the DPA; (b) not "sell" or "share" such Personal Information as those terms are defined under CCPA/CPRA; (c) not retain, use, or disclose such Personal Information outside the direct business relationship between the Parties or for any purpose other than the specific business purposes set forth herein; and (d) comply with applicable obligations of service providers under CCPA/CPRA.

For Personal Information subject to the privacy laws of other U.S. states or of Canada, Huddle acts as a "processor" or "service provider" (or equivalent designation) and will process such Personal Information in accordance with the DPA and the applicable law.

Customer will pay all Fees set forth in each Order Form or online subscription page. Except as expressly stated in these Terms or required by non-waivable law, all Fees are non-refundable and all payments are non-cancellable.

Unless otherwise specified in the Order Form, Fees are due in advance and payable by credit card, ACH, or other method Huddle makes available. Customer authorizes Huddle and its payment processors to charge Customer's designated payment method for all Fees as and when due.

Amounts not disputed in good faith and unpaid fifteen (15) days after the due date bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus reasonable collection costs (including attorneys' fees). Customer may dispute an invoice only by written notice to Huddle within thirty (30) days of the invoice date, identifying the disputed amount and the basis for the dispute in reasonable detail; undisputed amounts must be paid when due. Failure to dispute within this period is a waiver of the right to dispute that invoice.

Fees exclude all taxes. Customer is responsible for all sales, use, value-added, GST, HST, and similar taxes imposed on the transactions under these Terms, other than taxes imposed on Huddle's net income.

Huddle may offer a free trial of the Services for a Location (a "Free Trial"). Unless Huddle states otherwise, each Location is eligible for one Free Trial. Huddle may require a payment method to start a Free Trial. If Customer has added a payment method when the Free Trial ends, Customer's paid subscription begins automatically and Huddle will charge the Fees for the plan and billing interval Customer selected. If Customer has not added a payment method when the Free Trial ends, access to paid features for that Location ends. Huddle may modify, limit, or end Free Trials at any time. Free Trials are provided AS-IS under the same terms as Beta Features in Section 2.8. Customer Data from a Free Trial that does not convert to a paid subscription is retained and deleted as described in Section 8.6.

The initial subscription term is set forth in the Order Form or, if Customer subscribes through Huddle's online subscription page, is determined by the billing interval Customer selects: a monthly billing selection establishes a one (1) month initial term and successive one (1) month renewal terms; an annual billing selection establishes a one (1) year initial term and successive one (1) year renewal terms. If neither an Order Form nor an online subscription selection specifies a term, the initial term is one (1) year. At the end of the initial term and each subsequent renewal term, the subscription automatically renews for a renewal term equal in length to the then-current term, unless terminated as set forth in this Section.

(a) Customer may elect non-renewal of a subscription at any time before the end of the then-current term through the billing settings in the Services or by written notice to Huddle. The subscription will end at the conclusion of the then-current term.

(b) Huddle may provide written notice of non-renewal of an annual subscription at least thirty (30) days before the end of the then-current term, and of a monthly subscription at any time before the end of the then-current monthly term.

Huddle may provide renewal reminders by email but is not required to do so.

Huddle may change Fees effective as of any renewal term by providing Customer at least thirty (30) days' prior written notice before the start of the renewal term. If Customer does not agree to the new Fees, Customer may elect not to renew under Section 7.6. Huddle may retire a plan for new purchases at any time, and Customers on a retired plan may keep it through renewals until Huddle provides at least thirty (30) days' notice that the plan will end. When Customer changes plans, modules, or billing intervals, the change takes effect as described in the Services at the time of the change, which may be at the start of the next billing period.

Huddle may from time to time offer promotional pricing, coupons, multi-location discounts, referral credits, or similar promotional offers. Huddle reserves the right to modify, terminate, or limit any promotional offer at any time without notice; provided that pricing applicable to Customer's then-current Subscription Term will be honored at the price agreed upon at signup, and any modification will take effect upon renewal. Eligibility for promotional pricing may be subject to verification (including verification of Location, Location count, or operator status) and may be revoked if eligibility is misrepresented or no longer met.

These Terms are effective as of the Effective Date and continue until all Subscription Terms have expired or these Terms are otherwise terminated in accordance with this Section 8.

Huddle may suspend Customer's access to the Services, in whole or in part, and without liability, if (a) Customer's payment is more than fifteen (15) days past due and Huddle has provided at least one (1) written notice; (b) Customer or any Authorized User has violated Section 3 (Acceptable Use), Section 4 (Customer Data), or Section 10 (Intellectual Property); (c) continued access poses a material security, integrity, or operational risk to Huddle, its customers, or third parties; or (d) suspension is required by law or valid legal process. Huddle will provide Customer with notice of the suspension and, where practicable, an opportunity to cure before suspending, except in emergencies. Suspension does not relieve Customer of its payment obligations.

Customer may elect not to renew under Section 7.6. Customer's subscription cannot otherwise be terminated for convenience during a Subscription Term. Huddle may terminate these Terms for convenience at the end of any Subscription Term on thirty (30) days' prior written notice.

Either Party may terminate these Terms (including all Order Forms) upon written notice if the other Party (a) materially breaches these Terms and fails to cure the breach within thirty (30) days of receiving written notice (or, for payment breaches, within fifteen (15) days of written notice); or (b) becomes insolvent, makes a general assignment for the benefit of creditors, files a petition in bankruptcy, or has such a petition filed against it that is not dismissed within sixty (60) days. Huddle may terminate immediately upon written notice for Customer's violation of Sections 3.1, 3.2, 3.3, 3.5, 3.6, 4.3, or 10.

Upon termination or expiration, (a) Customer's right to access and use the Services ceases; (b) Customer will pay all Fees accrued through the effective date of termination; and (c) each Party will return or destroy the other's Confidential Information in its possession, except as set forth in Section 8.6 and except that a Party may retain Confidential Information to the extent required by law or contained in routine backup or archival systems not readily accessible.

For ninety (90) days after the effective date of termination or expiration, Customer may request, through Huddle's standard export tools or a written request to [email protected], an export of Customer Data in a commercially reasonable structured format. After such ninety (90) day period, Huddle may delete Customer Data from its active production systems, subject to routine backup-retention schedules. Huddle's retention of Customer Data, Usage Data, De-Identified Data, and Aggregated Data is otherwise governed by Section 5 and the DPA. Huddle has no obligation to retain Customer Data after the 90-day period.

Sections that by their nature should survive termination will survive, including Sections 1, 4.1, 4.3, 4.4, 5, 6.4, 6.5, 7.3, 8.5 through 8.7, 9, 10, 12, 13, 14, 15, 16, and 17.

"Confidential Information" means non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether oral or written, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Huddle's Confidential Information includes the Huddle Technology, non-public Services features, pricing, and Usage Data. Customer's Confidential Information includes Customer Data.

The Receiving Party will (a) use the Disclosing Party's Confidential Information only to perform its obligations and exercise its rights under these Terms; (b) protect the Confidential Information using at least the same degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care; and (c) limit access to employees, contractors, and agents who need access for purposes consistent with these Terms and are bound by confidentiality obligations no less protective than those in this Section 9.

Confidential Information does not include information that (a) is or becomes generally available to the public other than through breach of these Terms; (b) was known to the Receiving Party without a duty of confidentiality before disclosure; (c) is received from a third party free of any duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.

If the Receiving Party is required by law or valid legal process to disclose Confidential Information, the Receiving Party will, to the extent legally permitted, provide the Disclosing Party with prompt written notice and reasonable cooperation (at the Disclosing Party's expense) in seeking a protective order or limiting the scope of disclosure.

The obligations in this Section 9 apply during the term and for three (3) years after termination, except that obligations with respect to trade secrets apply for so long as the information qualifies as a trade secret under applicable law.

As between the Parties, Huddle and its licensors own all right, title, and interest in and to the Huddle Technology, including all intellectual property rights therein. No rights are granted to Customer except as expressly set forth in these Terms.

All rights not expressly granted are reserved by Huddle. Nothing in these Terms will be construed as granting, by implication, estoppel, or otherwise, any license or right in or to the Huddle Technology.

Customer may, but is not required to, provide suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"). Customer hereby grants Huddle a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use, reproduce, modify, distribute, and commercialize all Feedback without restriction and without compensation to Customer. Huddle is not obligated to use Feedback. Feedback does not include Customer Data.

"Huddle," the Huddle logo, and related product names are trademarks of Huddle. All other trademarks referenced in the Services are the property of their respective owners. Huddle is not affiliated with, endorsed by, or sponsored by the owners of Third-Party Integrations or other third-party marks referenced in the Services.

Customer grants Huddle a limited, non-exclusive, royalty-free, worldwide license to use Customer's name, logos, and trademarks solely to identify Customer as a customer of Huddle in customer lists, websites, and marketing materials. Customer may revoke this license with thirty (30) days' prior written notice, after which Huddle will cease new use of Customer's marks but may continue existing uses in materials already published or produced.

Each Party represents and warrants that (a) it has full power and authority to enter into these Terms; (b) execution and performance of these Terms do not conflict with any other agreement binding on it; and (c) it will comply with all laws applicable to its performance under these Terms.

Customer represents and warrants that (a) its use of the Services complies with all applicable laws, including wage-and-hour, labor, employment, immigration, minor-labor, food-safety, export-control, sanctions, anti-corruption, and data-protection laws; (b) it has all rights, consents, and authorizations necessary to submit Customer Data and to grant the licenses in Section 4; and (c) the information it provides to Huddle is true, accurate, and complete.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES, AI FEATURES, OUTPUT, BETA FEATURES, FREE TRIALS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." HUDDLE AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HUDDLE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT OUTPUT WILL BE ACCURATE, OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HUDDLE DISCLAIMS ALL LIABILITY FOR THE ACTIONS OR OMISSIONS OF THIRD PARTIES, INCLUDING THIRD-PARTY INTEGRATION PROVIDERS AND AI MODEL PROVIDERS.

HUDDLE MAKES NO SERVICE-LEVEL COMMITMENT (INCLUDING UPTIME, AVAILABILITY, OR SUPPORT-RESPONSE TIMES) UNLESS EXPRESSLY SET FORTH IN AN ORDER FORM SIGNED BY BOTH PARTIES.

Certain features of the Services are configurable by Customer or generate automated, suggested, or AI-assisted outputs, including without limitation shift plans and schedules, break rules and state-specific break presets, minor-labor rules and age brackets, labor-cost and pay-rate calculations, time-off handling, accountability, infraction, and disciplinary tracking, training plans, skill checks, evaluations, and sign-offs, recognition and rewards, cash counts, temperature logs and food-safety checklists, photo checks, document import, and Huddle's in-product assistant. Customer is solely responsible for (a) configuring such features to comply with applicable federal, state, provincial, and local laws, including wage-and-hour, break, scheduling, leave, anti-discrimination, minor-labor, and food-safety laws; (b) monitoring changes in applicable law and updating configurations accordingly; (c) providing training and oversight to Authorized Users; (d) reviewing and exercising independent judgment over Service outputs before relying on them in any employment, scheduling, disciplinary, compensation, food-safety, financial, or operational decision; and (e) the terms, fulfillment, and tax treatment of any rewards Customer offers through the Services. Service outputs are provided as tools to inform Customer decision-making and are not legal, professional, employment, labor-relations, accounting, tax, or food-safety advice. The Services are not a timekeeping, payroll, or accounting system of record, and Huddle does not warrant that electronic signatures or acknowledgments captured in the Services satisfy any particular legal requirement. HUDDLE DOES NOT PROVIDE LEGAL ADVICE. HUDDLE IS NOT LIABLE FOR ANY EMPLOYMENT, SCHEDULING, DISCIPLINARY, COMPENSATION, FOOD-SAFETY, FINANCIAL, OR OPERATIONAL DECISION CUSTOMER MAKES, INCLUDING DECISIONS INFLUENCED BY OR DERIVED FROM SERVICE OUTPUTS, OR FOR NONCOMPLIANCE RESULTING FROM CUSTOMER'S CONFIGURATION CHOICES, USE OF THE SERVICES, OR FAILURE TO UPDATE CONFIGURATIONS.

Huddle will defend Customer against any third-party claim alleging that the Services, as provided by Huddle and used in accordance with these Terms, infringe a U.S. patent, copyright, or trademark or misappropriate a trade secret (an "IP Claim"), and will indemnify Customer for damages finally awarded by a court of competent jurisdiction or paid in a settlement approved by Huddle. Huddle has no obligation under this Section 13.1 for an IP Claim arising from (a) Customer Data or Output; (b) use of the Services in combination with products, services, or materials not provided by Huddle, where the claim would not have arisen but for such combination; (c) modifications to the Services not made by Huddle; (d) Customer's use of the Services in violation of these Terms; or (e) Beta Features or Free Trials. If an IP Claim is made or, in Huddle's reasonable opinion, is likely to be made, Huddle may, at its option and expense, (i) procure for Customer the right to continue using the Services; (ii) modify the Services to be non-infringing while preserving substantially equivalent functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate the affected subscription and refund a pro rata portion of pre-paid Fees for the unused period of the Subscription Term. This Section 13.1 states Huddle's sole and exclusive liability, and Customer's sole and exclusive remedy, for any IP Claim.

Customer will defend, indemnify, and hold harmless Huddle and its Affiliates, and their respective officers, directors, employees, contractors, and agents, from and against any third-party claim, liability, loss, damage, fine, penalty, cost, and expense (including reasonable attorneys' fees) arising from or relating to (a) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates the rights of a third party or applicable law; (b) Customer's or any Authorized User's use of or failure to use the Services, including reliance on Output; (c) Customer's breach of these Terms or of any representation or warranty herein; (d) Customer's violation of applicable law, including wage-and-hour, labor, employment, minor-labor, food-safety, privacy, export-control, sanctions, or anti-corruption law; (e) any claim by an employee, former employee, contractor, customer, or other person relating to Customer's handling of their Personal Information, including any failure to provide required notices or obtain required consents (including parental consents for Minor Employees); and (f) Customer's use of any Third-Party Integration.

The indemnified Party will (a) promptly notify the indemnifying Party in writing of the claim (provided that failure to give prompt notice relieves the indemnifying Party only to the extent it is materially prejudiced); (b) give the indemnifying Party sole control of the defense and settlement, except that the indemnifying Party may not settle a claim that imposes any liability or obligation on the indemnified Party without the indemnified Party's prior written consent (not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying Party's expense.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, ANTICIPATED SAVINGS, OR DATA, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO HUDDLE UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The limitations in Sections 14.1 and 14.2 do not apply to (a) Customer's payment obligations; (b) Customer's indemnification obligations under Section 13.2; (c) Customer's violation of Sections 3.1, 3.2, 3.3, 3.5, 3.6, or 10; or (d) liability that cannot be limited under applicable law, including claims arising from fraud, willful misconduct, or gross negligence.

The Parties acknowledge that the limitations in this Section 14 are a fundamental basis of the bargain and apply even if any limited remedy fails of its essential purpose.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before initiating any formal proceeding, the Parties will attempt in good faith to resolve any dispute arising out of or relating to these Terms by negotiation between senior representatives of each Party for at least thirty (30) days after written notice of the dispute.

Except for the carve-outs in Section 15.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a "Dispute") that is not resolved under Section 15.2 will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (or, for claims exceeding US$250,000, its Comprehensive Arbitration Rules and Procedures) in effect at the time arbitration is initiated. The arbitration will be conducted by a single arbitrator, in the English language, seated in New Haven County, Connecticut, unless the Parties agree otherwise. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award only the relief that a court of competent jurisdiction could award, subject to these Terms.

THE PARTIES AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one Party's claims and may not preside over any form of representative or class proceeding. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed from the arbitration and brought in the courts identified in Section 15.6.

Notwithstanding Section 15.3, either Party may bring an action in a court of competent jurisdiction (a) to seek interim or injunctive relief to protect its intellectual property or Confidential Information, and (b) for collection of undisputed Fees. Nothing in this Section 15 prevents a Party from participating in or recovering in a proceeding brought by a governmental agency.

For any Dispute not subject to arbitration, the Parties consent to the exclusive jurisdiction of the state and federal courts located in New Haven County, Connecticut, and waive any objection to venue or inconvenient forum in those courts.

In any action or proceeding to enforce these Terms, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs.

Huddle may modify these Terms from time to time. For modifications that materially affect Customer's rights or obligations (including data rights, Fees, or termination rights), Huddle will provide at least thirty (30) days' prior written notice to Customer (email to the address on file is sufficient), and the modifications take effect at the start of Customer's next renewal term or, if none, on the date specified in the notice. If Customer does not agree to a material modification, Customer may elect not to renew or, if the modification takes effect mid-term, terminate the then-current Subscription Term on written notice within the notice period and receive a pro rata refund of pre-paid Fees for the unused period. Non-material modifications (including clarifications, formatting, and corrections) may be made without individual notice and take effect when posted. Continued use of the Services after the effective date of a modification constitutes acceptance.

These Terms, together with each Order Form, the Privacy Policy, the DPA (where applicable), and any other materials expressly incorporated by reference, constitute the entire agreement between the Parties regarding the Services and supersede all prior or contemporaneous agreements and understandings on the subject. No terms in any purchase order, vendor-onboarding form, or other Customer-issued document modify these Terms, and Huddle expressly rejects all such terms, even if acknowledged or processed by Huddle.

In the event of a conflict, the following order of precedence controls: (a) the DPA (to the extent applicable); (b) the Order Form; (c) these Terms; (d) the Documentation.

Customer may not assign or transfer these Terms, in whole or in part, without Huddle's prior written consent. Any purported assignment in violation of this Section is void. Huddle may assign these Terms, in whole or in part, without consent, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. These Terms bind and inure to the benefit of the Parties' respective successors and permitted assigns.

Neither Party is liable for failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil disorder, labor conditions, governmental action, pandemic, outages of third-party hosting or AI model providers, and failures of the internet, telecommunications networks, or utilities.

Notices to Huddle must be sent to Huddle Platform, Inc., 2321 Whitney Avenue, 3rd Floor, Hamden, CT 06518, with a copy to [email protected]. Notices to Customer will be sent to the email address on file for the Customer account, with a copy to any address specified in an Order Form. Notices are effective on receipt or, if sent by reputable courier, one (1) business day after dispatch or, if sent by email with confirmation of delivery, on the date sent.

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision is modified to the minimum extent necessary to render it enforceable while preserving its intent.

No waiver is effective unless in writing and signed by the waiving Party. Failure or delay in exercising a right is not a waiver of that right.

The Parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment, or fiduciary relationship.

These Terms do not create any third-party beneficiary rights, except that (a) Huddle's Affiliates, licensors, officers, directors, employees, and agents are intended beneficiaries of Sections 12, 13.2, and 14, and (b) Apple Inc. and its subsidiaries are intended beneficiaries of Section 2.9.

Headings are for convenience only. "Including" means "including without limitation." Ambiguities are not construed against the drafting Party.

Order Forms may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one agreement.

If Customer is a U.S. federal, state, or local government entity, the Services and Documentation are "commercial items" and "commercial computer software" as defined in applicable federal acquisition regulations, and are provided with only the rights set forth in these Terms.

Huddle Platform, Inc.
2321 Whitney Avenue, 3rd Floor
Hamden, CT 06518

[email protected]