Definitions

For purposes of this Agreement:

• “Software” means the PizzaNow! online ordering platform, including all updates, enhancements, and modifications.
• “Services” means any related functionality, hosting, integrations, or support provided by Licensor.
• “Confidential Information” means all non-public information disclosed by one party to the other, whether in oral, written, or electronic form, that is designated or should reasonably be understood as confidential.
• “Effective Date” means the date Licensee accepts this Agreement.

Grant of License

Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a limited, non-exclusive, non-transferable, revocable license to use the Software for internal business purposes solely to facilitate online ordering services at Licensee's pizza shop.

Restrictions on Use

Licensee shall not, and shall not permit any third party to:

1. Decompile, disassemble, or reverse engineer the Software;
2. Rent, lease, license, sublicense, resell, transfer, or exploit the Software;
3. Modify, create derivative works of, or attempt to derive source code from the Software;
4. Use the Software in any way that violates applicable law or regulation;
5. Use the Software to develop, offer, or operate a product or service that competes with Licensor.

Ownership

All intellectual property rights in the Software, including all updates, enhancements, and customizations, remain the exclusive property of Licensor. Nothing in this Agreement shall be construed to grant Licensee any ownership rights in the Software.

Data and Account Security

Licensee shall be responsible for all data submitted through their account, including menu details and pricing. Licensee shall ensure secure access to account credentials and notify Licensor immediately of any unauthorized access. Licensee is solely responsible for maintaining PCI DSS compliance for any third-party payment processing services they use.

Service Availability

Licensor shall use commercially reasonable efforts to provide uninterrupted access to the Software but does not warrant continuous operation or availability. Licensor shall not be liable for any losses resulting from system downtime or service interruptions.

Third-Party Services

The Software may integrate with third-party services. Use of such services is governed by their respective terms. Licensor assumes no responsibility for such third-party services or the acts or omissions of such providers.

Disputed Charges

Licensee is solely responsible for resolving any customer disputes, chargebacks, or complaints related to food orders. Licensor is not a party to transactions between Licensee and its customers.

Confidentiality

Each party agrees to maintain the confidentiality of proprietary or confidential information disclosed during the term of this Agreement. Confidential Information shall not include information that is publicly known or rightfully received from a third party without restriction.

Term and Termination

This Agreement shall have an initial term of one (1) year commencing on the Effective Date (“Initial Term”). The Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”) unless Licensee provides Licensor with written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term. Such notice must be sent by registered mail to the address designated by Licensor.

Only Licensor shall have the right to terminate this Agreement prior to the expiration of the then-current term, and Licensor may do so at any time, with or without cause, and without any prior notice to Licensee.

Upon any termination or expiration of this Agreement, Licensee shall immediately cease all use of the Software and delete all copies in its possession.

Limitation of Liability

To the maximum extent permitted by law, Licensor shall not be liable for indirect, incidental, or consequential damages. Licensor's total liability shall not exceed the fees paid by Licensee for the Software in the twelve (12) months preceding the event giving rise to the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Wyoming. Any dispute arising from or related to this Agreement shall be resolved by binding arbitration in the State of Wyoming.