RED 360 LLC END USER LICENSE AGREEMENT

Online Ordering and POS Integration Software

Last Updated: November 16, 2025

This End-User License Agreement (“EULA” or “Agreement”) is a binding contract between the individual and/or entity utilizing the Platform and Services (“You,” “your,” or “Licensee”) and Red 360 LLC, a Texas corporation, its affiliates, licensors, and service providers (collectively, “Red 360” or “we”).

This EULA governs your access to and use of Red 360’s Platform and associated Services, specifically the locally installed components such as the Reddy Bridge Service solution (“RBS” or “Software”), which facilitates POS integration.

BY ACCESSING, DOWNLOADING, INSTALLING, COPYING, OR UTILIZING THE PLATFORM AND/OR SERVICES, YOU AGREE THAT YOU ARE LEGALLY BOUND BY THE TERMS HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO USE THE PLATFORM OR THE SERVICES, WHICH CONSTITUTES YOUR DECLINATION OF THIS EULA.

1. EULA Acceptance, Term, and Termination

1.1 Acceptance and Binding Agreement

This EULA constitutes a binding legal agreement between you and Red 360. You accept this EULA and agree to be bound by its terms by either:
(i) clicking an acceptance button or providing other affirmative consent, if such an option is presented; or
(ii) using the Platform and/or Services, or any part thereof.

Your use of the Platform and/or Services will be deemed acceptance of this EULA, effective from the time you first use the Platform and/or Services or any portion of them. If you do not agree to the terms of this EULA, you are not permitted to use the Platform or the Services.

1.2 Term and Renewal

The term of use shall commence when you accept this EULA and shall continue for the period set forth in your Order Form, typically an Initial Term of twelve (12) months. The Agreement will automatically renew for successive one (1) calendar month periods thereafter (“Renewal Term”) unless terminated.

1.3 Termination

Either party may terminate this EULA for material breach not cured within ten (10) days of written notice. Notwithstanding the foregoing, Red 360 reserves the right to suspend and/or terminate its legal agreement with you and all access to the Platform and Services at any time and for any reason or no reason without restriction.

2. License Grant and Scope

2.1 License Grant

Subject to your strict compliance with all terms and conditions, Red 360 grants you a personal, worldwide, royalty-free, non-transferable, and non-exclusive license to use the Platform and Services (including the Software) solely for your internal business purposes during the Term. The Platform and Software are licensed, not sold, to you.

2.2 Reddy Bridge Service Deployment (Installed Software)

If you utilize Red 360’s Reddy Bridge Service solution (RBS), you agree you will deploy the Reddy Bridge Service software (RBS) on your POS system. The RBS connects your POS database to the cloud-based online ordering system.

2.3 Restrictions

You shall not, directly or indirectly:

  • Reverse Engineer: Reverse engineer, disassemble, decompile, or attempt to derive the source code of the Platform or the Software, except as expressly permitted by applicable law.

  • Competitive Analysis: Use the Software for purposes of competitive analysis, the development of a competing software product or service, or any other purpose that is to Red 360’s commercial disadvantage.

  • Resale/Sublicense: Rent, lease, sell, sublicense, or resell the Software or Services to any third party.

  • Modify/Obscure: Alter, obscure, or remove any copyright or proprietary notices from the Platform, Services, or related documentation.

3. Fees, Payment, and Financial Responsibilities

3.1 Fees

You must pay the Fees set forth in your admin account or a separate order form.

3.2 Taxes

You shall be solely responsible for determining, collecting, reporting, and remitting all taxes, surcharges, and regulatory fees (“Customer Taxes and Fees”) associated with sales to end users (Your Orders). Under no circumstances shall Red 360 be responsible for calculating or adjusting the Customer Taxes and Fees.

3.3 Chargebacks and Setoff

You acknowledge and agree that you will be solely responsible for all Chargebacks initiated with respect to Your Orders. Red 360 reserves the right to offset unpaid Fees, Chargebacks, or Refunds against amounts otherwise payable to you.

4. Merchant Responsibilities and Installed Hardware

4.1 General Compliance

You are responsible for all uses of the Software and shall comply at all times with all applicable federal, state, and local laws, regulations, and rules, including those pertaining to the sale of alcohol on the internet.

4.2 Hardware Responsibility

If Red 360 provides loaned Tablets or Printers, these devices remain the property of Red 360. You will be responsible for the entire replacement cost of any Loaned Tablet or Printer that is lost, stolen, or damaged.

4.3 Security and Technology

You are solely responsible for deploying anti-virus software on all connected systems, and ensuring that all critical software systems have the most recently released software patches to prevent exploitation. Red 360 shall not be liable for any such failure.

5. Disclaimer of Warranties and Limitation of Liability

5.1 Disclaimer of Warranties

THE SOFTWARE, PLATFORM, AND SERVICES ARE PROVIDED TO LICENSEE “AS IS, AS AVAILABLE,” WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. RED 360 HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

5.2 Exclusion of Damages

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER RED 360 NOR ANY RED 360 SERVICE PARTNER WILL BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION).

5.3 Limitation of Aggregate Liability

RED 360’S AND ITS SERVICE PARTNERS’ COLLECTIVE AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO RED 360 IN THE IMMEDIATELY PRECEDING SIX (6) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.

6. Indemnification

You agree to fully indemnify and hold harmless Red 360 and its officers, employees, agents, and Service Partners from and against any demand or claim, including reasonable attorneys’ fees, made by any third party due to or arising out of:

  • Your use or misuse of the Platform and Services.

  • Any violation by you of this EULA.

  • Any of Your Content you submit.

  • Your failure to obtain lawful consent for SMS telemarketing (TCPA compliance).

  • Claims arising from failure to charge the appropriate Customer Taxes and Fees.

7. Data, Ownership, and Confidentiality

7.1 Ownership of Platform

Red 360 owns all legal right, title, and interest in and to the Platform and the Services, including any intellectual property rights. The Software is provided under license, and not sold, to the Merchant.

7.2 Data Use

Red 360 may collect and store information regarding your and your customers’ use of the Software, including location and order details, for purposes including improving performance and commercial marketing.

8. Governing Law and Venue

8.1 Governing Law

This EULA shall be governed by and construed in accordance with the laws of the State of Texas, excluding its conflicts-of-law rules.

8.2 Jurisdiction

You expressly agree that exclusive jurisdiction for any claim or dispute with Red 360 or relating in any way to your use of the Services resides in the courts of Harris County, Texas.

8.3 Class Action Waiver

You and Red 360 waive your rights to sue before a judge or jury and to participate in a class action, classwide arbitration, or any other proceeding in which a party acts in a representative capacity.