Merchant Software Service Agreement

        Agile Plate - Merchant Software Service Agreement
Last Updated: 11/26/2025

This Merchant Software Service Agreement ("Agreement") is a legal agreement between ZentureTech, LLC, doing business as Agile Plate ("Agile Plate," "we," "us"), and the business entity or individual registering for the Service ("Merchant," "Client," "you").

By checking the box to and clicking "Create Account", you agree to be bound by the terms of this Agreement.

1. The Service

Agile Plate provides a software-as-a-service (SaaS) platform that allows Merchants to create digital menus, manage loyalty programs, and facilitate communications with their customers ("Consumers").

1.1 Service Availability. We will use commercially reasonable efforts to make the Service available 24/7, excluding planned downtime. We do not guarantee that the Service will be error-free or uninterrupted.

1.2 Modifications. We may modify the Service features or functions at any time. We will provide notice of material changes that negatively impact your use of the Service.

2. Merchant Obligations & Compliance

You acknowledge that Agile Plate provides the tools for your business, but you are solely responsible for how you use them.

2.1 Compliance with Laws. You agree to use the Service in full compliance with all applicable laws and regulations, including but not limited to:

Telemarketing & Messaging Laws: The Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and carrier 10DLC requirements.

Privacy Laws: The California Consumer Privacy Act (CCPA), GDPR, and other data privacy regulations.

Alcohol & Food Safety: All local laws regarding the sale and marketing of alcohol and the accuracy of food/allergen information.

Prohibited Content (SHAFT-C): You strictly agree not to use the Service to send messages containing content related to Sex (adult content), Hate speech, Alcohol, Firearms, Tobacco, or Cannabis (SHAFT-C), or any other content prohibited by mobile carriers or The Campaign Registry. Because the Service does not provide age-gating functionality required for the marketing of age-restricted products, you specifically agree not to reference alcohol in any SMS communications sent via the Service. You acknowledge that mobile carriers maintain a zero-tolerance policy for this content and that any violation may result in the immediate and permanent suspension of your messaging capabilities.

2.2 10DLC & Messaging Registration. You acknowledge that you cannot use SMS marketing features until your brand and campaign are vetted and registered with The Campaign Registry (TCR). You agree to provide accurate, legal business information (including EIN and physical address) for this registration. Agile Plate is not liable for delays or rejections caused by carriers or TCR.

2.3 Your Content. You are solely responsible for all content you upload, including menu items, prices, images, and the terms of your loyalty program. You represent that you have the rights to use all images and content you upload.

2.4 Loyalty Program Liability. You are the sole owner of your loyalty program. You are responsible for honoring points, fulfilling rewards, and setting expiration policies. You agree that Agile Plate is not a party to the relationship between you and your Consumers and holds no liability for unredeemed points or rewards.

2.5 AI Features & Menu Accuracy. The Service includes features that use Artificial Intelligence (AI) to assist in digitizing menus (e.g., Optical Character Recognition and auto-tagging of attributes like "Gluten Free" or "Spicy"). You acknowledge that AI is not error-free and may misread, hallucinate, or miscategorize information. You agree that the output of these AI tools is a "Draft" only. You are solely responsible for reviewing, verifying, and correcting all menu data—specifically allergen and dietary flags—before publishing it to Consumers. Agile Plate expressly disclaims all liability for errors introduced by automated import tools.

3. Data Privacy & Ownership (Controller vs. Processor)

3.1 Roles. The parties agree that for the purposes of data privacy laws:

Merchant is the "Controller": You determine the purpose and means of processing Consumer data (e.g., collecting phone numbers for loyalty).

Agile Plate is the "Processor": We process Consumer data only on your behalf and in accordance with your instructions (i.e., this Agreement).

3.2 Consumer Consent & List Prohibitions. You are responsible for obtaining valid, legal consent from Consumers to collect their data and send them messages. Agile Plate does not support the importation of external contact lists. Participation in your loyalty program is strictly limited to Consumers who have directly completed the Agile Plate digital signup process and confirmed their opt-in through our verification system. You agree not to attempt to bypass this restriction or mechanically add Consumers who have not verified their identity through the Platform.

3.3 Data Portability & Account Cancellation. Agile Plate provides functionality on the "Loyalty Program Members" page allowing you to export your Consumer data (including loyalty points and contact info) in a standard CSV format at any time while your subscription is active. By cancelling your account, you acknowledge and agree that you have either: (a) already downloaded the latest copy of your Consumer data; or (b) explicitly waive your right to do so. You acknowledge that Agile Plate holds no obligation to retain your data following the effective date of termination and may permanently delete it immediately.

4. Fees and Payment

4.1 Subscription. You agree to pay the fees applicable to your subscription plan. Payments are processed via our third-party provider, Stripe.
4.2 Taxes. You are responsible for any sales, use, or value-added taxes associated with your use of the Service.

5. Intellectual Property

5.1 Agile Plate IP. We own all rights, title, and interest in the Agile Plate platform, software, and usage data (aggregated and anonymized).
5.2 Merchant IP. You own all rights to your specific data, menu content, and branding. You grant us a limited license to host and display this content solely to provide the Service to you and your Consumers.

6. Indemnification (Your Protection)

You agree to indemnify, defend, and hold harmless ZentureTech, LLC, doing business as Agile Plate, its officers, directors, and employees from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of:

Your violation of this Agreement or any applicable law (specifically including TCPA, CAN-SPAM, or CCPA claims).

Your loyalty program (e.g., consumer disputes over points or rewards).

Your content (e.g., copyright claims regarding menu photos).

Your gross negligence or willful misconduct.

7. Limitation of Liability

To the maximum extent permitted by law, ZentureTech, LLC, DBA Agile Plate's total liability arising out of or related to this Agreement shall not exceed the total amount paid by Merchant to Agile Plate in the six (6) months preceding the event giving rise to the claim. In no event will Agile Plate be liable for lost profits, loss of business, or indirect, consequential, or punitive damages.

8. Term and Termination

8.1 Term. This Agreement commences on the date you sign up and continues until terminated.
8.2 Termination. You may cancel your subscription at any time via the admin panel. We may terminate or suspend your account if you violate this Agreement (e.g., sending spam or prohibited content).

9. General Provisions

9.1 Governing Law. This Agreement is governed by the laws of the State of Oklahoma.
9.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the Service.