Merchant
Terms

1. The Service & Operational Status

SpotTab provides a proprietary software-as-a-service (SaaS) platform, including all associated subdomains (e.g., app.spottab.com, menu.spottab.com, all of which are the exclusive property and copyright of SpotTab) and related digital properties (collectively, the "Platform"), designed to enhance hospitality efficiency through digital menu management and order facilitation.

The Platform is an optional digital enhancement and is not intended to be a mission-critical utility or a replacement for traditional physical service methods.

The Platform is provided strictly on an "AS-IS" and "AS-AVAILABLE" basis without any Service Level Agreement (SLA), warranty of uptime, or guarantee of continuous operation. SpotTab routinely performs maintenance and may experience unexpected technical outages.

You acknowledge and agree that as a Merchant, you are exclusively responsible for maintaining independent, alternative methods of service (such as physical paper menus and traditional POS systems). SpotTab shall not be liable for any lost revenue, business interruption, customer dissatisfaction, or perceived damages resulting from Platform downtime, maintenance, or technical errors.

The Merchant is solely responsible for obtaining and maintaining all internet connectivity, local Wi-Fi networks, compatible receiving devices (such as tablet terminals), and receipt printers necessary to display menus and receive incoming orders sent via the Platform. SpotTab is not liable for any missed orders, kitchen delays, customer complaints, or lost business resulting from internet outages, network latency, or hardware failures.

2. Intellectual Property & Copyright Protection

All elements of the SpotTab Platform, including but not limited to the software code, database structures, user interface designs, layouts, visual styling systems, graphics, branding, trademarks, domain architectures, and underlying technology (collectively, the "SpotTab IP"), are protected by copyright, trademark, trade secret, and other intellectual property laws of Australia and international jurisdictions. The SpotTab IP remains the sole, exclusive, and permanent property of SpotTab.

SpotTab grants you a highly limited, personal, revocable, non-exclusive, non-transferable, and non-sublicensable license to access the Merchant dashboard strictly for the purpose of configuring and displaying your digital menus to physical in-store guests during the active term of your paid subscription.

You are strictly prohibited from copying, distributing, duplicating, modifying, reverse engineering, decompiling, scraping, harvesting, or dismantling any portion of the Platform, or utilizing our software, designs, or structures for competitive benchmarking, building a competing service, or any other unauthorized purpose. Any breach of this section constitutes a material copyright infringement and will result in the immediate, permanent termination of your account, a lifetime ban from all SpotTab services, and immediate legal action seeking statutory damages, legal fees, and injunctive relief.

3. Subscriptions, Trials, & Stripe Billing

• Subscription Model: Access to SpotTab's live services requires a paid recurring subscription plan, available on either a monthly or discounted yearly cycle. Yearly plans are billed in a single upfront lump-sum payment for the full twelve-month period. By signing up, you explicitly authorize and agree to recurring charges initiated via Stripe in advance of the selected billing period.
• Free Trials & Transitions: SpotTab may offer promotional free trial periods. You must provide a valid payment method to initiate a trial. Upon the exact expiration of the trial period, your selected paid subscription tier begins automatically, and your payment method on file will be charged immediately for the first billing cycle (monthly or discounted yearly depending on your selection). To avoid being charged, you must cancel your subscription through the billing portal before the trial period expires.
• Automatic Renewal: All subscriptions (both monthly and yearly plans) automatically renew on their respective billing cycles (monthly or annually) at the then-current standard rates unless canceled in writing or via the billing portal before the renewal date.
• Stripe & Square Integration & Authorization: Subscription billing is securely managed via Stripe, and dynamic order payment integrations are handled via Stripe Connect or Square. By connecting your payment method, Stripe account, or Square account, you explicitly authorize SpotTab to initiate charges, process automatic recurring payments (monthly or yearly), and debit transaction/application fees on your behalf. You agree to be bound by the Stripe Connected Account Agreement and the Square Seller Agreement or domestic equivalents.
• Decoupled Payment Processing: SpotTab is not a bank, merchant of record, or payment processor. All merchant transactions are processed directly by Stripe or Square. SpotTab disclaims all liability for processing failures, card security, chargebacks, or transaction disputes.
• Non-Payment & Failed Charges: If any recurring monthly payment, annual payment, or subscription fee fails, your account, dashboard access, and all customer-facing digital menus (including subdomains) will be immediately and automatically suspended. Access will remain blocked until your outstanding balance is paid in full.
• Refund Policy: Except as required under the Australian Consumer Law (ACL) or other non-excludable statutory guarantees, all subscription fees (including annual lump-sum payments), transaction charges, and application payments are strictly non-refundable. We do not provide credits, refunds, or adjustments for partial months, partial years, early cancellations, subscription downgrades, periods of technical downtime, or account suspensions, subject always to your statutory consumer guarantees which cannot be excluded.
• Guest Chargebacks & Dispute Costs: The Merchant is the sole vendor of record for all transactions initiated by guests via the Platform. If a guest/customer initiates a payment dispute, fraud claim, or chargeback with their financial institution, the Merchant is exclusively responsible for responding to and defending the dispute. The Merchant bears 100% of the financial liability, including the disputed amount, card network chargeback fees, and any associated Stripe or Square administrative fees. SpotTab is authorized to debit the Merchant's connected Stripe or Square account or invoice the Merchant directly to recover any funds, fees, or penalties incurred by SpotTab as a result of guest chargebacks.
• Platform Payment Workflows & Fees: The Platform supports two operational order-routing workflows: (i) Pay in Store: The guest places an order via the Platform but pays the Merchant directly at the physical counter/venue via the Merchant's own register. In this workflow, SpotTab does not process or facilitate any financial transactions, and disclaims all payment-related liability. (ii) Pay Now: The guest pays immediately at checkout via secure Stripe Connect or Square routing. By enabling "Pay Now", the Merchant agrees to pay a platform payment fee of 1.5% of the gross transaction value, which will be automatically deducted alongside standard Stripe or Square processing fees from the net payout. Surcharging is disabled to enforce 100% price parity with in-store physical menus.

4. Demo Accounts

SpotTab may offer non-production "Demo Accounts" strictly for evaluation. Demo Accounts are provided "As-Is" and "As-Available." SpotTab assumes zero liability for data loss, service interruptions, configuration errors, or account updates that may occur during the use of a Demo Account, or during any subsequent migration to a live subscription.

5. Unilateral Suspension, Termination & Banning

SPOTTAB RESERVES THE UNILATERAL RIGHT, AT ITS SOLE DISCRETION, TO IMMEDIATELY SUSPEND, RESTRICT, OR PERMANENTLY TERMINATE YOUR MERCHANT ACCOUNT, DASHBOARD ACCESS, LIVE CUSTOMER-FACING MENUS, AND ALL ASSOCIATED SUBDOMAINS AT ANY TIME, WITH OR WITHOUT CAUSE, WITH OR WITHOUT NOTICE.

Without limiting the generality of the foregoing, SpotTab may immediately suspend or ban a Merchant store for:

• Pricing Non-Parity: Any attempt to markup digital menu prices above physical in-store menu prices (as SpotTab guarantees zero guest price markup).
• Compliance Failures: Suspected violations of food health regulations, allergen labeling laws, or general consumer protection guidelines.
• Alcohol & RSA Violations: Failure to properly verify customer age or maintain Responsible Service of Alcohol compliance.
• Payment Disruption: Failed monthly subscription payments or transaction irregularities.
• System Security: Any activities that threaten the security, speed, integrity, or code of the Platform (such as automated scraping, botting, or reverse-engineering).

Upon suspension or banning, all customer-facing menu subdomains will redirect to a platform block page, and your dashboard access will be immediately terminated. SpotTab shall have zero liability, penalty, or refund obligation to you or any third party for executing our unilateral termination rights.

6. Limitation of Liability

"TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPOTTAB DISCLAIMS ALL LIABILITY FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, AS WELL AS REVENUE LOSS OR FINANCIAL DISPUTES. OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY YOU IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM."

7. Merchant Responsibility & Indemnification

SpotTab is a pure software utility. SpotTab does not prepare, handle, or deliver food, and does not serve consumers directly.

• Food Safety & Health Standards: The Merchant is the sole Operator and Seller of Record, and is exclusively responsible for compliance with all health, safety, preparation, and labeling laws.
• Menu Accuracy & Dietary Tags: The Merchant is solely responsible for menu content, including the accuracy of pricing, ingredients, and dietary/allergen designations. SpotTab accepts no liability for dietary tags or menu information.
• Tax, GST, & Surcharge Obligations: The Merchant is exclusively responsible for all tax calculation, registration, reporting, record-keeping, and collection (including Goods and Services Tax (GST), local sales taxes, and surcharges). To enable GST and tax display functions on the Platform, the Merchant must provide a valid Australian Business Number (ABN). Any GST or tax figures calculated and displayed on the Platform once enabled are provided strictly for software-formatting and indicative purposes only. SpotTab is not a registered tax advisor and is never liable for any incorrect calculations, omitted details, compliance failures, or audit issues. It remains the sole responsibility of the Merchant to maintain independent and legally compliant tax records in accordance with the Australian Taxation Office (ATO) and other relevant regulatory guidelines.
• Alcohol Sales & RSA: The Merchant is solely responsible for verifying consumer age, checking identification, and complying with all liquor licensing and Responsible Service of Alcohol (RSA) laws.
• Image & Upload Rights: The Merchant represents and warrants they possess all legal rights and copyrights for all logos, menus, or photography uploaded to the Platform. By uploading graphics/images, the Merchant grants SpotTab a limited, non-exclusive, sublicensable, royalty-free, worldwide license to host, display, cache, distribute, and modify (resize/format) these images solely as required to operate the digital menus on the Platform. SpotTab reserves the right, at its sole discretion, to immediately and without notice remove any uploaded images, logos, or menu items that we suspect infringe third-party intellectual property rights, violate local regulations, or upon receipt of a copyright infringement (DMCA) takedown notice, with zero liability or refund obligation to the Merchant.
• Broad Indemnification: The Merchant agrees to fully indemnify, defend, and hold harmless SpotTab and its officers, directors, and employees from any third-party claims, lawsuits, consumer disputes, regulatory fines, health violations, tax audits, or losses arising from the Merchant's operations, food preparation, beverage sales, pricing, physical venue, or platform configuration.
• Guest Support & Dispute Resolution: The Merchant acknowledges that guests/consumers ordering via the Platform are customers of the Merchant, not SpotTab. The Merchant is solely responsible for providing all customer support, resolving order errors, handling billing queries, and issuing refunds. The Merchant must not direct consumers to SpotTab for customer support. SpotTab possesses no legal authority or mechanism to arbitrate customer complaints, reverse transactions, or issue customer refunds on behalf of the Merchant.

8. Governing Law

These Terms are governed by the laws of New South Wales, Australia.