Last Updated: November 16, 2025

I. The Parties and Acceptance

1. Parties to the Agreement
   This End-User License Agreement (“Agreement”) is between Red 360 LLC (“Developer”), which licenses the software, and the business or individual accepting this Agreement (the “Business” or “you”).
   This Agreement governs your use of Red 360’s software application and the corresponding services it provides (the “App” or “Service”).
2. Binding Acceptance
   You agree to be legally bound by the terms of this Agreement when you click “Accept” or otherwise download, install, copy, or use the App.
   If you do not agree to the terms, you must decline and must not use the App.
   If the Business is a legal entity, the individual accepting this document warrants that they have the authority to bind the Business to these terms.
3. Service Description
   ReddyOrder provides online ordering solutions for restaurants.

II. License Grant, Ownership, and Restrictions

1. License Grant
   Red 360 grants the Business a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use the App, solely by and through its Authorized Users (Merchant and Merchant’s employees), and solely for the Business’s internal business purposes.
2. Ownership and Intellectual Property
   Red 360 (and its licensors and service providers) reserve and shall retain their entire right, title, and interest in and to the App/Software and all Intellectual Property Rights arising out of or relating to the App.
   The software is provided under license, not sold, to the Business.
3. Prohibited Uses (Software Protection)
   The Business must not, and must not permit others to:
   • Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the App or any part thereof.
   • Copy, modify, translate, adapt, or otherwise create derivative works or improvements of the App.
   • Rent, lease, sell, sublicense, assign, distribute, publish, or otherwise make the App available to any third party.
   • Remove, delete, alter, or obscure any trademarks or any copyright, patent, or other proprietary rights notices provided on or with the Software.
   • Use the App for purposes of competitive analysis or the development of a competing software product.
4. Ideas and Feedback
   If the Business provides comments or ideas (“Ideas”) about the App, the Business grants Red 360 an unrestricted, perpetual, irrevocable, royalty-free right to exploit the Ideas for any purpose, including improving the Platform.
   The Business agrees that these Ideas are not Confidential Information and Red 360 has no obligation to compensate the Business for their use.

III. Fees, Payment, and Term

1. Fees and Payment
   The Business must pay any applicable monthly subscription fees, per-order pricing, and setup fees, as highlighted on the pricing page.
   Setup Fees are non-refundable.
   The Business authorizes Red 360 and its third-party payment processors to automatically charge these fees to the payment method provided upon registration.
2. Delinquent Accounts
   Red 360 may suspend or terminate access to the Service for any account for which payment is due but unpaid.
3. Term and Termination
   The Agreement commences upon acceptance/use and will continue month-to-month until terminated.
4. Termination Grounds
   Red 360 may terminate or suspend the Business’s use immediately if:
   • The Business violates the Agreement’s terms.
   • Red 360 believes the Business’s use of the App may damage its reputation or intellectual property rights.
   • The Business is using the App for any fraudulent, illegal, or unauthorized purpose, or engages in willful misconduct.
   • The Business fails to pay any fees due within 30 days.
   • The Business experiences a bankruptcy or insolvency event.

IV. Data, Privacy, and Content Responsibility

1. Privacy and Compliance
   Information Red 360 collects about the Business or its consumers is subject to Red 360’s privacy policy.
   The Business agrees that Red 360 may use collected data (including location, order items, and transaction information) for purposes such as improving performance, verifying compliance, market research, and commercial marketing.
2. Content Responsibility
   The Business is responsible for all content that is publicly displayed on the online ordering portal (including menus, hours, and pricing).
   The Business must ensure that the App is not used to transmit materials that infringe third parties’ intellectual property rights or are tortious, libelous, or offensive.
3. SMS Marketing / TCPA
   If the Service includes SMS marketing to Customers on behalf of the Business, the Business represents and warrants that it has obtained or will obtain lawful consent (opt-in consent) prior to providing Customer phone numbers to Red 360.
   Red 360 expressly disclaims liability for any violation of the TCPA or similar state or federal laws related to Customer phone numbers provided by the Business.

V. Warranties, Liability, and Dispute Resolution

1. Disclaimer of Warranty
   The App is provided to you “as-is” and “as-available,” and Red 360 disclaims all warranties (express or implied), including, without limitation, warranties of security, merchantability, fitness for a particular purpose, or non-infringement.
   Red 360 does not warrant that the App will be uninterrupted, secure, or free of errors or viruses.
2. Limitation of Liability
   Red 360 will not be liable to the Business for any lost profits, revenues, business opportunities, or any exemplary, punitive, special, indirect, incidental, or consequential damages.
   Red 360’s total aggregate liability to the Business for all losses will not exceed the amount of fees the Business paid to Red 360 during the three (3) months prior to a loss.
3. Indemnification
   The Business agrees to indemnify Red 360 against any third-party claims for losses, damages, costs, or expenses (including reasonable attorneys’ fees) that result from the Business’s use or misuse of the App, or the Business’s breach of this Agreement.
   This indemnification extends to claims related to violations of consumer protection regulations related to transparent pricing, failure to obtain lawful consent for data transfer, or failure to obtain consent for SMS marketing.
4. Dispute Resolution and Arbitration
   Disputes arising under these Terms will be resolved by binding, individual arbitration.
   By entering into this Agreement, Red 360 and the Business are each waiving the right to a trial by jury or to participate in any class action or representative proceeding.
   Claims must generally be commenced within one (1) year after the cause of action accrues.

Governing Law and Venue
This Agreement is governed by and construed in accordance with the laws of the State of Texas.
The Business and Red 360 submit to the exclusive jurisdiction of the courts located in Harris County, Texas for resolution of any non-arbitrable lawsuit or court proceeding permitted under this Agreement.