SUNDRITO
MASTER CUSTOMER AGREEMENT
Release v1.3 — EN


1. PARTIES AND AGREEMENT STRUCTURE
This Master Customer Agreement (“Agreement”) is between Sundry Kitchens LLC (“Provider”), which offers the Service under the SUNDRITO brand, and the customer identified in an executed or electronically accepted Order Form (“Customer”). References to “SUNDRITO” mean the Service/brand operated by Provider and do not represent a separate legal entity. The Agreement consists of this MSA, each Order Form, and the policies/exhibits expressly incorporated by reference. If terms conflict, the Order Form controls customer-specific commercial quantities and fees, a DPA controls processing obligations within its scope, and this MSA controls otherwise unless expressly stated.

2. SERVICE
SUNDRITO provides an operational systems platform and related methodology for restaurants and food-service businesses, including assessment, findings, recommendations, improvement planning, SOPs, training, management, measurement, product/menu standardization and scale-related capabilities. Every paid Lite, Plus and Pro subscription includes the complete core SUNDRITO product experience. Commercial plan differences govern approved operating capacity and scale; they do not withhold core product areas solely because a customer selected a lower paid plan. Role authority, permissions, safety/compliance prerequisites, configuration readiness, tenant isolation and external-cost integrations remain separate from commercial plan level. SUNDRITO may improve the Service over time, provided it does not materially reduce purchased core functionality during a paid term without an appropriate remedy.

3. COMMERCIAL PLANS, PRICING AND CAPACITY
Current prospective Product authority for this candidate is: LITE $129/month for exactly 1 location, up to 75 standardized products per location and up to 15 employees; PLUS $149 per billable location/month for 2–5 locations, up to 100 standardized products per location and up to 25 employees; PRO $179 per billable location/month for 6–15 locations, up to 100 standardized products per location and up to 25 employees; Enterprise custom for 16+ locations or special network requirements. Annual pricing equals twelve monthly unit payments per billable location unless the Order Form states otherwise. There is no free month or automatic annual discount. Mandatory Activation = $0. Mandatory Implementation = $0. Self-guided onboarding is included. Assisted Activation & Implementation, when requested, is an optional separate human-assisted professional service starting at $249 per assisted location and includes the assisted activation and implementation work for that location; it is never required to activate or use SUNDRITO.

Lite, Plus and Pro may extend standardized-product capacity with +5, +10 and +25 item bundles and employee capacity with +5, +10 and +25 employee bundles. Standardized-product add-on prices are +5 items at $5/month/location, +10 at $9/month/location, and +25 at $19/month/location. Employee-capacity add-on prices are +5 employees at $9/month/location, +10 at $15/month/location, and +25 at $29/month/location. Annual add-on pricing equals the applicable monthly add-on price multiplied by twelve, prepaid, with no automatic annual discount. Add-ons extend capacity only and do not unlock core features or change user authority. The second location moves a customer from Lite to Plus; additional menu items or employees alone do not force that plan change. The Order Form/subscription record is the final authority for Customer-specific billable location quantity, cadence, add-ons and total recurring amount, but may not create a mandatory Activation or Implementation charge contrary to this Agreement.

4. ACCOUNTS, AUTHORITY AND WORKFORCE RESPONSIBILITY
Customer controls which authorized personnel receive access and is responsible for accurate role, location and operational assignments. Each user must use an individual account and protect credentials. Access to software does not itself create employment, managerial, legal or corporate authority. Customer remains solely responsible for employment decisions, schedules, compensation, discipline, termination, workplace compliance, food-safety compliance and other regulated business decisions. SUNDRITO may represent operational roles, competency evidence and decision rights but does not become the employer, joint employer, franchise operator or legal manager of Customer personnel.

5. CUSTOMER DATA; DATA MINIMIZATION
“Customer Data” means data, business records and content submitted by or for Customer, excluding SUNDRITO technology and reusable methodology. Customer retains ownership of Customer Data. Customer represents that it has lawful authority to provide Customer Data and will not submit prohibited or unnecessary sensitive information. Unless expressly supported and agreed, Customer must not enter payment-card data, Social Security numbers, government identifiers, personal banking information, medical or immigration information, passwords for unrelated systems, or other high-risk data not required for the Service.

6. CLIENT CONTENT, OUTPUTS AND PORTABILITY
Customer owns its original Customer Data and client-specific operational content. Subject to payment of applicable fees, Customer may view, download, print, export, edit where the Product permits, transfer and internally reuse Customer-specific operational outputs generated from its data, including configured SOPs, guides, reports, checklists and similar deliverables. This portability does not transfer SUNDRITO source code, prompts, orchestration, generalized templates, methodology, scoring logic, generation logic, design system, trade secrets or other reusable proprietary technology. To the extent a Customer output embeds SUNDRITO reusable elements, SUNDRITO grants Customer a perpetual, non-exclusive, non-transferable except with the related business, internal-use license to those embedded elements as necessary to use the paid Customer-specific output.

7. SUNDRITO INTELLECTUAL PROPERTY
SUNDRITO and its licensors retain all rights in the Service, software, architecture, APIs, methodology, generalized templates, system logic, documentation framework, analytics definitions, prompts/orchestration and improvements that are not Customer Data. Customer feedback may be used to improve the Service without identifying Customer publicly or disclosing Customer Confidential Information.

8. CONFIDENTIALITY
Each party may receive non-public business, technical or commercial information (“Confidential Information”). The receiving party will use it only to perform or receive the Service, protect it with reasonable care, and disclose it only to personnel and service providers who need it and are bound by appropriate obligations. Confidential Information excludes information lawfully public, already known without duty, independently developed, or lawfully received from a third party. Legally compelled disclosure is permitted subject to lawful notice where feasible.

9. PRIVACY AND DATA PROCESSING
SUNDRITO will process personal information as described in the Privacy Policy and, when SUNDRITO acts as a processor/service provider for Customer personal data, under the applicable DPA. SUNDRITO does not authorize sale of Customer personal information or use for unrelated targeted advertising. Customer is responsible for notices, instructions and lawful bases that apply to its collection and use of workforce and business data.

10. SECURITY
SUNDRITO will maintain reasonable administrative, technical and organizational safeguards appropriate to the nature of the Service, as accurately described in the current Security & Data Protection Exhibit. No security certification, encryption scope, recovery objective, penetration-test result, or compliance standard is promised unless expressly documented and verified. Customer must promptly report suspected unauthorized access.

11. AI-ASSISTED FEATURES
The Service may use automated or AI-assisted analysis to organize evidence, suggest findings, draft operational content or recommend actions. AI-assisted outputs may be incomplete or incorrect and are not verified facts solely because the system produced them. Customer retains decision authority and must apply appropriate human review. SUNDRITO does not provide legal, tax, accounting, medical, employment-law or regulatory advice, and AI output must not be used as the sole basis for high-impact employment or regulated decisions.

12. FEES, BILLING AND TAXES
Customer will pay fees in the Order Form or governed subscription record. Subscription fees are billed in advance unless stated otherwise. Monthly recurring charges are calculated from the applicable plan’s governed per-location unit price multiplied by the Customer’s authorized billable location quantity, plus any separately accepted add-ons or services. Annual recurring charges use the same governed monthly unit basis multiplied by twelve and by the authorized billable location quantity. No free month or annual discount applies unless an Order Form expressly contains a separately approved promotion. Mandatory Activation and Implementation charges are zero. Optional Assisted Activation & Implementation, if purchased, must be separately disclosed and accepted and starts at $249 per assisted location. Customer is responsible for applicable sales, use and similar transaction taxes, excluding taxes based on Provider net income. Past-due undisputed amounts may result in suspension after reasonable notice.

13. TERM, RENEWAL AND CANCELLATION
The initial term and renewal cadence are stated in the Order Form. Monthly subscriptions renew monthly until cancelled before the next renewal; annual subscriptions renew for another annual term unless Customer cancels future renewal before the next renewal date through the available governed cancellation process or another compliant method stated in the Order Form. SUNDRITO will not rely on hidden renewal terms; the applicable renewal/cancellation terms must be presented at contracting.

14. SUSPENSION
SUNDRITO may suspend access to address a material security threat, unlawful use, nonpayment, material breach, or risk to tenant isolation or service integrity. Where practicable, SUNDRITO will provide notice and limit suspension to the affected scope.

15. TERMINATION AND OFFBOARDING
Either party may terminate for uncured material breach after 30 days’ written notice, or immediately for a breach that cannot reasonably be cured or for unlawful use creating material risk. On expiration/termination, Customer access ends according to the Order Form and Retention/Export/Offboarding Policy. Customer should export required operational assets before access ends. Data return, retention and deletion are governed by the applicable policy/DPA and legal obligations.

16. WARRANTIES AND DISCLAIMERS
Each party warrants it has authority to enter the Agreement. SUNDRITO warrants it will provide the Service in a professional manner substantially consistent with its documentation. EXCEPT AS EXPRESSLY STATED, THE SERVICE AND AI-ASSISTED OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND SUNDRITO DISCLAIMS IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW. SUNDRITO DOES NOT GUARANTEE REVENUE, COST SAVINGS, EXPANSION SUCCESS, EMPLOYEE PERFORMANCE, REGULATORY COMPLIANCE OR A PARTICULAR BUSINESS OUTCOME.

17. THIRD-PARTY SERVICES
The Service depends on third-party infrastructure and service providers identified where appropriate in the Subprocessor List. SUNDRITO is not responsible for third-party services outside its reasonable control, but will manage its vendors consistent with applicable contractual and legal obligations.

18. INDEMNITY
Customer will defend and indemnify SUNDRITO against third-party claims arising from Customer Data that infringes rights, Customer’s unlawful use of the Service, or Customer’s violation of workforce/legal obligations. SUNDRITO will defend Customer against third-party claims that the unmodified paid Service infringes U.S. intellectual-property rights, subject to standard exclusions and SUNDRITO’s right to modify, replace or terminate affected functionality.

19. LIMITATION OF LIABILITY
Neither party is liable for indirect, incidental, special, exemplary, punitive or consequential damages, or lost profits/revenue, arising from the Agreement, except where such exclusions are prohibited. Subject to the carve-outs stated in this Agreement, each party’s aggregate liability will not exceed fees paid or payable by Customer for the Service during the 12 months preceding the event giving rise to liability. Payment obligations, fraud, willful misconduct and liabilities that cannot legally be limited are outside the cap to the extent required.

20. COMPLIANCE WITH LAW
Each party will comply with laws applicable to its own performance. Customer remains responsible for restaurant, food-safety, labor, wage/hour, licensing, accessibility and other operational legal requirements. SUNDRITO will not represent an operational standard as legal certification unless separately verified and expressly authorized.

21. GOVERNING LAW; DISPUTES
Oklahoma law governs without regard to conflict-of-law rules. Exclusive venue for disputes not subject to an agreed alternative process will be the state or federal courts located in Tulsa County, Oklahoma, and each party consents to jurisdiction there.

22. NOTICES; ELECTRONIC ACCEPTANCE
Contract notices will be sent to the addresses in the Order Form or another designated written/electronic notice address. Electronic signatures, clickwrap acceptance and authenticated electronic acceptance may form a binding agreement where legally valid. SUNDRITO must preserve the version, effective date, accepting actor and acceptance timestamp for clickwrap records.

23. MISCELLANEOUS
Neither party may assign this Agreement without consent except to an affiliate or in connection with merger, reorganization or sale of substantially all relevant assets, provided the assignee assumes the Agreement. Neither party is liable for delay caused by events beyond reasonable control. Invalid provisions are modified to the minimum extent necessary. Waiver must be explicit. The Agreement is the entire agreement concerning the Service and may be amended only by an authorized written/electronic instrument.

SELF-SERVICE EARLY ACCESS INCORPORATION

A. EARLY ACCESS STATUS
For self-service customers, SUNDRITO is a commercial software service under active development. The Early Access & Product Development Notice is incorporated into the Agreement when presented and accepted through the governed purchase flow. Customer acknowledges that features, workflows, UI, limits, exports, integrations and documentation may evolve.

B. FEATURE EVOLUTION / PURCHASED CORE
SUNDRITO may add, modify, replace, limit or discontinue features as the Product evolves. Roadmap statements, previews and prototypes are not contractual commitments unless expressly included in the applicable Order Form/subscription record. SUNDRITO will not intentionally remove purchased core functionality during a paid term without a commercially reasonable substitute, remedy, notice or other treatment permitted by this Agreement. Lite, Plus and Pro each include the complete core product experience; capacity and scale restrictions remain governed commercial boundaries rather than feature-unlock boundaries.

C. NON-MISSION-CRITICAL USE
Unless expressly agreed in writing, the Service is not intended as a life-safety, emergency-response, medical, payroll, legal-compliance, financial-accounting or other mission-critical system. Customer must maintain independent records and controls where interruption, error or data unavailability could create material legal, safety or financial harm.

D. PORTABILITY / INTERIM EXPORT
Section 6 is clarified for Early Access: Customer retains the contractual portability rights stated there, but export availability, format and delivery method may vary by data type and Product capability. Where automated self-service export is unavailable, SUNDRITO may provide a supported export through a verified administrative request, subject to identity verification, security, legal restrictions and technical feasibility. Nothing in this clarification transfers SUNDRITO proprietary technology or requires an export format that has not been implemented.

E. THIRD-PARTY / CLOUD DEPENDENCY
The Service may depend on third-party hosting, database/authentication, email, networking, model and other service providers. Provider outages, security events, API changes, regional disruptions or service limitations may affect availability or functionality. This dependency does not waive SUNDRITO's obligations concerning its own reasonable configurations, vendor management, legal duties or truthful representations.

F. SECURITY CLAIM BOUNDARY
No Internet or cloud service is guaranteed absolutely secure. During Early Access, SUNDRITO will not represent SOC 2, ISO 27001, PCI DSS, HIPAA compliance, formal penetration-test completion, fixed RTO/RPO, universal MFA or other certification/control unless separately verified and expressly approved. Security controls remain subject to continuing engineering review and hardening.

G. NO GUARANTEED OUTCOMES / HUMAN AUTHORITY
SUNDRITO is a tool that assists with operational systems. It does not guarantee revenue, savings, profitability, expansion, workforce performance, guest satisfaction, regulatory compliance or operational perfection. Owners/managers remain responsible for consequential operational, workforce, food-safety, financial, pricing, legal and compliance decisions and must review material recommendations and AI-assisted outputs.

H. SELF-SERVICE ELECTRONIC ORDER
A governed self-service purchase may create an electronic Order Form/subscription record instead of a manually signed document, provided it preserves the commercial terms, accepting actor, organization, timestamp, plan, governed per-location unit price, billable location quantity, cadence, accepted add-ons/services, total recurring amount and the versions or immutable identifiers of the governing Customer Terms and incorporated notices/policies.

I. EARLY ACCESS INCORPORATION
This Early Access incorporation forms part of the Agreement when presented and accepted through the governed purchase flow. The acceptance record must preserve the applicable version or other immutable identifier for this Agreement and the incorporated notices and policies.

COMMERCIAL MODEL RECONCILIATION
The prospective customer experience reflected by this candidate is: Start Free / preliminary entry at $0; paid Lite at $129/month for exactly 1 location, 75 standardized products per location and 15 employees; Plus at $149 per billable location/month for 2–5 locations, 100 standardized products per location and 25 employees; Pro at $179 per billable location/month for 6–15 locations, 100 standardized products per location and 25 employees; Enterprise custom for 16+ locations or special network requirements; annual prepaid at 12 full monthly unit payments with no free month; mandatory Activation $0; mandatory Implementation $0; self-guided onboarding included; and optional Assisted Activation & Implementation offered separately from $249 per assisted location when requested and accepted.

No paid plan may be described as withholding a core SUNDRITO product area solely because of plan level. Plan differences govern approved capacity/scale. Menu-item and employee add-on bundle sizes and prices are fixed in this candidate as stated above. Any later change requires separately approved Product authority.

This candidate does not itself amend v1.1, create contracting authority, activate a Stripe Price, authorize Production, or change any historical customer acceptance record.