Terms & Conditions

1. Overview

Per Diem Subscriptions, Inc. (“Per Diem”, “we”, “us”) provides a hosted software platform that enables merchants to operate branded mobile applications, web ordering, and related services (the “Service”).

By accessing or using the Service, you (“Merchant”, “you”) agree to these Terms of Service (“Terms”).

2. Nature of the Service

Per Diem provides a hosted, multi-tenant software platform.

Applications created using the Service:

• are developed, deployed, and maintained within Per Diem’s infrastructure
• are published under Per Diem-controlled developer accounts
• are provided as part of an ongoing service, not as a standalone product

The Service is provided as a continuous hosted solution, and not as a work-for-hire or deliverable.

Access to the Service is granted on a subscription basis and does not constitute a transfer of ownership of any software or application.

3. Ownership

3.1 Per Diem Ownership

Per Diem retains all rights, title, and interest in:

• the Service and all underlying software
• infrastructure, systems, and architecture
• mobile applications generated through the platform
• app store listings
• bundle identifiers
• developer accounts

3.2 Merchant Ownership

You retain ownership of:

• your trademarks, brand, and logos
• menu data and business content
• customer-facing content you provide

3.3 No Transfer of Platform Assets

Use of the Service does not grant ownership of:

• application binaries
• app store listings
• bundle IDs
• developer accounts

These remain the sole property of Per Diem.

4. App Store Distribution

Applications are published and maintained under Per Diem-controlled developer accounts.

Per Diem does not support transferring:

• app store listings
• bundle identifiers
• developer account ownership

to Merchants or third parties.

5. Use of the Service

You may use the Service solely for your business operations.

You may not:

• copy, reproduce, or resell the Service
• reverse engineer or attempt to extract underlying code
• use the Service in violation of applicable laws

6. Fees and Payment

You agree to pay all applicable subscription fees, transaction fees, and any other charges associated with your use of the Service.

Fees are billed in accordance with your selected plan and may be charged on a recurring basis.

Failure to pay may result in:

• suspension of access
• restricted functionality
• termination of the Service

6.1 Authorization and Payment Methods

You authorize Per Diem to charge your designated payment method for all fees due under these Terms.

You are responsible for maintaining accurate and up-to-date billing information.

6.2 Alternative Billing and Fee Recovery

If subscription or other fees are not successfully processed through your designated payment method, Per Diem may recover outstanding amounts through transaction-based charges applied to orders processed through the Service.

You authorize Per Diem to:

• apply per-order fees
• offset amounts owed
• recover unpaid balances through the operation of the Service

This may include converting subscription fees into transaction-based charges.

Per Diem will use commercially reasonable efforts to notify you of any such adjustments.

6.3 Adjustments

Per Diem reserves the right to adjust fees or apply additional charges as reasonably necessary to recover unpaid balances or account for changes in Service usage.

6.4 Third-Party Fee Pass-Through

Per Diem may pass through increases in third-party fees with reasonable notice.

6.5 No Refunds

Except as otherwise agreed in writing, all fees are non-refundable.

7. Termination

You may stop using the Service at any time.

Per Diem may suspend or terminate access:

• for non-payment
• for violation of these Terms
• at its discretion

8. Transition and Offboarding

Upon termination:

• You may launch a new application or service outside of Per Diem
• Per Diem is not obligated to transfer applications or app store listings

Per Diem may, at its discretion:

• keep your application live for a limited transition period
• support in-app messaging or user redirection

Per Diem reserves the right to remove applications from app stores and/or disable associated services following termination.

Per Diem will provide export of Merchant data (such as customer lists and order history) upon request in a standard format (e.g., CSV), where available.

Per Diem is not obligated to provide:

• migration services
• data transformation
• custom engineering support

9. Third-Party Services

The Service may integrate with third-party providers (e.g., payment processors, delivery services, POS systems).

Per Diem is not responsible for:

• third-party performance or outages
• fees charged by third parties
• third-party service changes

10. Disclaimers

The Service is provided “as is” and “as available”.

Per Diem makes no warranties regarding:

• uninterrupted or error-free operation
• performance or reliability
• business outcomes or results

11. Limitation of Liability

To the maximum extent permitted by law:

Per Diem shall not be liable for:

• lost profits or revenue
• loss of data
• business interruption

Per Diem’s total liability shall not exceed the amount paid by you in the three (3) months preceding the claim.

12. Modifications

We may update these Terms at any time.

Continued use of the Service after changes constitutes acceptance of the updated Terms.

13. Governing Law

These Terms are governed by the laws of the State of Delaware.

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