Restaurant Partner Agreement

1. Eligibility

To use the Ding! platform as a Partner, you must:

• Be at least 18 years of age;
• Be a legally registered business entity or operate under a valid business license in your jurisdiction;
• Have the authority to enter into binding contracts on behalf of your business; and
• Not be barred from receiving services under applicable law.

Ding! is available to Partners globally. You are responsible for ensuring your use of the platform complies with all laws and regulations applicable in your jurisdiction.

2. The Ding! Platform

Ding! provides a software-as-a-service (SaaS) platform that enables restaurants to deploy AI-powered agents and tools for their operations, including but not limited to:

• A Waiter Agent — an AI-powered menu assistant for diners;
• A Concierge Agent — an AI-powered booking and inquiry assistant embeddable on your website;
• AI Photo Enhancement — AI-assisted enhancement of food photography;
• Analytics and reporting dashboards;
• Menu management tools; and
• Additional features as introduced from time to time.

Feature availability varies by subscription plan. Ding! reserves the right to modify, add, or remove features at any time with reasonable notice where practicable.

3. Subscription Plans and Fees

a. Plans

Ding! offers the following plans:

• Free Plan: Access to core Waiter Agent features within usage limits. No charge.
• Business Plan: Full platform access including Concierge Agent, expanded AI usage, and priority support. Billed monthly at the then-current rate published at joinding.com.
• Enterprise Plan: Custom pricing for multi-location or high-volume operations. Terms negotiated separately.

b. Free Trial

The Business Plan includes a 7-day free trial for new Partners. No charge is applied during the trial period. At the end of the trial, your subscription will automatically convert to a paid Business Plan subscription unless you cancel before the trial ends.

c. Billing

Subscriptions are billed on a monthly basis. Your payment method on file will be charged automatically at the start of each billing cycle. All fees are in U.S. dollars unless otherwise stated. You are responsible for all applicable taxes.

d. No Refunds

All fees are non-refundable. We do not issue refunds or credits for partial months, unused features, or early cancellations. This applies to both the Business Plan and any Enterprise arrangement unless explicitly stated otherwise in a separate written agreement.

e. Price Changes

Ding! may adjust subscription pricing with at least 30 days' written notice. Continued use of the platform after a price change takes effect constitutes acceptance of the new pricing.

4. Onboarding and Setup

Ding! provides onboarding assistance to new Partners, which may include:

• Guided account setup by a Ding! team member;
• In-platform AI-assisted onboarding guidance; and
• Email support at joindingapp@gmail.com.

Onboarding assistance is provided as a courtesy and does not constitute a guarantee of any particular outcome or configuration. You are ultimately responsible for the accuracy and completeness of your account setup.

5. Cancellation and Downgrade

a. Cancellation

You may cancel your paid subscription at any time through the Settings → Billing section of your dashboard. No advance notice is required. Cancellation takes effect at the end of the current billing period. You will not be charged for subsequent billing periods.

b. Post-Cancellation Access

Following cancellation of a paid subscription, your account will automatically revert to the Free Plan. You will retain access to all Free Plan features. Features exclusive to the Business or Enterprise plan will no longer be available.

c. Account Deletion

If you choose to permanently delete your account, all associated data — including menu configurations, analytics history, conversation logs, and uploaded content — will be permanently and irreversibly deleted. Account deletion is distinct from subscription cancellation. Ding! is not liable for any loss of data resulting from account deletion.

6. Data Ownership and Partner Content

a. Your Data Is Yours

All content you upload or create through the platform — including menus, images, configurations, and business information ("Partner Content") — remains your property. Ding! does not claim ownership of Partner Content.

b. License to Ding!

You grant Ding! a limited, non-exclusive, worldwide, royalty-free license to access, store, process, and use Partner Content solely to: (i) provide and operate the platform; (ii) improve platform features and AI models in aggregated or de-identified form; and (iii) comply with applicable legal obligations. This license terminates when you delete your account.

c. Diner Data

Data generated by your diners through the Ding! platform (e.g., chat interactions, menu engagement, feedback) is processed by Ding! as a data processor on your behalf. You are the data controller for diner interactions at your restaurant. See Section 10 (Data Processing) for details.

7. Acceptable Use — Partner Obligations

As a Partner, you agree to use the Ding! platform only for lawful purposes. You must not:

• Use the platform to engage in deceptive, fraudulent, or misleading practices toward diners or third parties;
• Upload content that infringes intellectual property rights, violates privacy, or is defamatory, obscene, or illegal;
• Attempt to reverse-engineer, copy, resell, sublicense, or exploit any part of the platform without prior written consent from Ding!;
• Use the platform to send spam, unsolicited communications, or bulk marketing without proper legal basis;
• Interfere with the platform's infrastructure, security, or other Partners' use;
• Use AI-enhanced images in a manner that misleads diners about the appearance or quality of food served; or
• Violate any applicable local, national, or international law or regulation.

Ding! reserves the right to suspend or terminate accounts found to be in violation of this section without refund.

8. Multi-Location Use

Each Ding! account is associated with a single restaurant location. Partners operating multiple locations must maintain a separate account for each location or contact Ding! about an Enterprise Plan, which provides consolidated multi-location management.

You may not share a single account across multiple physical locations without Ding!'s prior written consent.

9. AI Tools — Partner Responsibilities

Ding! provides AI-powered features including the Waiter Agent, Concierge Agent, and AI Photo Enhancement. By using these tools, you acknowledge and agree that:

• AI outputs are not guaranteed. AI-generated responses, recommendations, and enhanced images may contain errors, inaccuracies, or omissions. Ding! does not warrant that AI outputs are accurate, complete, or fit for any particular purpose.
• You are responsible for accuracy. You must review and verify all AI-generated content before deploying it to diners. This includes but is not limited to menu descriptions, allergen information, and food photography.
• Food advertising compliance. You are solely responsible for ensuring that AI-enhanced images and AI-generated content comply with all applicable food advertising laws, including FTC guidelines, ASA standards, and local consumer protection regulations.
• Input content. You warrant that you own or have the right to submit any images or content used with AI tools.
• No medical or safety advice. Ding!'s AI does not provide medical, dietary, or allergy advice. You must not position AI outputs as such to your diners.

10. Data Processing

a. Roles

For the purposes of applicable data protection law (including GDPR where applicable): you are the data controller in respect of personal data collected from your diners through the Ding! platform. Ding! acts as your data processor for such diner data.

b. Ding! Obligations as Processor

Ding! agrees to:

• Process diner data only on your documented instructions and for the purpose of providing the platform;
• Implement appropriate technical and organizational measures to protect personal data;
• Not engage sub-processors without appropriate data protection obligations in place;
• Assist you in responding to data subject rights requests to the extent reasonably practicable; and
• Notify you without undue delay upon becoming aware of a personal data breach affecting diner data.

c. Your Obligations as Controller

You agree to:

• Have a valid legal basis for collecting and processing diner personal data through Ding!;
• Provide diners with appropriate privacy notices disclosing your use of Ding!;
• Comply with all applicable data protection laws in your jurisdiction; and
• Only instruct Ding! to process data in ways that are lawful.

d. Sub-processors

Ding! engages third-party sub-processors to deliver the platform, including providers of AI services (Anthropic, OpenAI), database and storage (Supabase), payments (Stripe), hosting (Vercel), email (Resend), and optional POS integrations (Square, Clover, Toast). The current authoritative list is maintained at joinding.com/legal/sub-processors.

11. Confidentiality

Each party may receive confidential information of the other in connection with this Agreement. Each party agrees to:

• Hold the other party's confidential information in strict confidence;
• Not disclose it to third parties without prior written consent; and
• Use it only for the purpose of performing under this Agreement.

This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

12. Intellectual Property

Ding! retains all rights, title, and interest in and to the platform, including all software, algorithms, AI models, trademarks, designs, and documentation. Nothing in this Agreement grants you any ownership rights in the platform.

You retain all rights in Partner Content as described in Section 6. Ding! retains all rights in any aggregated, de-identified, or derived data generated through platform usage.

13. Disclaimers

The Ding! platform is provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement.

Ding! does not warrant that the platform will be error-free, uninterrupted, or free of security vulnerabilities. You use the platform at your own risk.

14. Limitation of Liability

To the maximum extent permitted by applicable law, Ding!'s total cumulative liability to you for any claims arising out of or relating to this Agreement or the platform shall not exceed the total fees paid by you to Ding! in the three (3) months immediately preceding the claim.

Ding! shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or loss of goodwill, even if advised of the possibility of such damages.

Ding! is not liable for: any actions or omissions of Partner Restaurant staff; inaccuracies in menus or allergen information provided by you; or any claims by diners arising from your use of the platform.

15. Indemnification

You agree to indemnify, defend, and hold harmless Ding!, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (i) your use of the platform in violation of this Agreement; (ii) your Partner Content; (iii) your breach of any applicable law; (iv) any claims by your diners related to your restaurant operations; or (v) your use of AI-generated or AI-enhanced content.

16. Suspension and Termination by Ding!

Ding! may suspend or terminate your account immediately and without notice if:

• You materially breach this Agreement;
• You engage in fraudulent, abusive, or illegal activity;
• Continued access poses a risk to the platform, other Partners, or diners; or
• You fail to pay fees when due after reasonable notice.

Ding! may also terminate this Agreement for any reason with 30 days' written notice. In such case, you will receive a prorated refund of any prepaid fees for the unused portion of the current billing period. This is the sole exception to our no-refund policy.

17. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, internet or infrastructure outages, or third-party service failures. The affected party will notify the other promptly and use reasonable efforts to resume performance.

18. Modifications to This Agreement

Ding! may update this Agreement from time to time. We will notify you of material changes via email or an in-platform notice at least 14 days before the changes take effect. Continued use of the platform after changes take effect constitutes acceptance. If you do not agree to the updated terms, you may cancel your subscription before the changes take effect.

19. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Ohio, without regard to conflict-of-law principles.

Any dispute arising out of or relating to this Agreement shall be resolved through binding individual arbitration under the rules of the American Arbitration Association, seated in Ohio. Class actions and class arbitrations are waived.

Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.

20. General Provisions

• Entire Agreement: This Agreement, together with any order forms, Enterprise addenda, or Data Processing Agreements, constitutes the entire agreement between the parties regarding the subject matter hereof.
• Severability: If any provision of this Agreement is found invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and all other provisions will remain in full force.
• Waiver: Failure to enforce any provision of this Agreement does not constitute a waiver of future enforcement of that provision.
• Assignment: You may not assign this Agreement without Ding!'s prior written consent. Ding! may assign this Agreement in connection with a merger, acquisition, or sale of assets.
• Notices: Notices under this Agreement may be sent to joindingapp@gmail.com or to the email address associated with your account.

21. Contact

Questions about this Agreement: joindingapp@gmail.com

Join Ding LLC · Ohio, United States · joinding.com