Effective Date: March 16, 2026  |  Last Updated: March 16, 2026

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User", "Restaurant Operator", or "Customer") and Culina Technologies Inc. ("Culina", "we", "us", or "our") governing your access to and use of the Culina platform, website, and services (collectively, the "Platform"). By accessing or using the Platform in any manner, you unconditionally accept these Terms in full. If you do not accept these Terms, you must cease using the Platform immediately.

1. Description of Services

Culina provides a software-as-a-service (SaaS) platform that enables restaurant operators to create digital menus, generate QR codes, receive customer orders, and manage restaurant operations online. Culina is a technology intermediary only. Culina does not prepare, sell, deliver, or otherwise handle food or beverages. Culina is not a food business, marketplace, delivery service, or payment processor.

2. Restaurant Operator Obligations

By registering as a Restaurant Operator, you represent, warrant, and agree that:

• You are duly licensed and authorised to operate a food service business in your jurisdiction, including holding all required food safety, health, business, and tax permits.
• All menu information (descriptions, ingredients, allergens, pricing) you publish is accurate, complete, and up to date.
• You are solely and exclusively responsible for the preparation, handling, safety, hygiene, and quality of all food and beverages offered through the Platform.
• You will comply with all applicable food safety laws, labelling regulations, consumer protection laws, and tax obligations.
• You will promptly process, fulfil, and communicate the status of all orders placed through the Platform.
• You will maintain your own refund, cancellation, and dispute resolution policy and communicate it clearly to your customers.
• You acknowledge that Culina has no role in and accepts no liability for any transaction, dispute, refund request, or claim arising between you and your customers.

3. Customer Acknowledgements

By placing an order through the Platform, you acknowledge that:

• Your order and payment contract is solely with the restaurant operator, not with Culina.
• Culina does not guarantee the accuracy of menu information, pricing, availability, allergen data, or fulfilment timelines.
• Any complaints, refund requests, or disputes regarding orders, food quality, or delivery must be directed to the restaurant operator.
• Culina is not responsible for any loss, injury, illness, or damage arising from food or beverages purchased through the Platform.

4. Payments

Payment processing is handled by independent third-party processors (e.g., Stripe, PayPal). Culina does not store payment card data and is not responsible for the security or performance of third-party payment processors. All financial transactions are governed by the terms and conditions of the applicable payment processor. Culina's subscription fees are non-refundable except where required by applicable law.

5. Intellectual Property

All content, software, logos, trademarks, and materials on the Platform (excluding User Content) are the exclusive property of Culina Technologies Inc. and protected by applicable intellectual property laws. You may not copy, reproduce, modify, distribute, or create derivative works without our prior written consent. Restaurant Operators grant Culina a non-exclusive, royalty-free licence to display their menu content, images, and branding solely for the purpose of operating the Platform.

6. Prohibited Conduct

You agree not to: (a) use the Platform for any unlawful purpose; (b) upload false, misleading, or fraudulent content; (c) attempt to gain unauthorised access to any part of the Platform; (d) introduce malware or disruptive code; (e) scrape, harvest, or systematically extract data from the Platform; (f) impersonate any person or entity; (g) use the Platform to facilitate spam or unsolicited communications.

7. Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR UNINTERRUPTED AVAILABILITY. CULINA DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, SECURE, OR FREE FROM VIRUSES. YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CULINA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR USE OF OR INABILITY TO USE THE PLATFORM; (B) ANY ORDERS, TRANSACTIONS, OR INTERACTIONS BETWEEN RESTAURANT OPERATORS AND CUSTOMERS; (C) FOOD SAFETY, QUALITY, ALLERGEN, OR HEALTH MATTERS; (D) THIRD-PARTY PAYMENT PROCESSING; (E) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR DATA. IN NO EVENT SHALL CULINA'S TOTAL AGGREGATE LIABILITY EXCEED THE GREATER OF (I) THE SUBSCRIPTION FEES PAID BY YOU TO CULINA IN THE THREE (3) MONTHS PRECEDING THE CLAIM OR (II) ONE HUNDRED DOLLARS (USD $100).

9. Indemnification

You agree to indemnify, defend, and hold harmless Culina and its officers, directors, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) any food-related claim by a customer; (e) any content you upload to the Platform; or (f) any dispute between you and a third party.

10. Termination

Culina reserves the right to suspend or terminate your access to the Platform at any time, with or without notice, for any violation of these Terms, non-payment of subscription fees, or any conduct deemed harmful to the Platform, other users, or Culina. Upon termination, your right to use the Platform ceases immediately. Provisions of these Terms that by their nature should survive termination shall survive, including Sections 5, 7, 8, 9, 11, and 12.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Culina Technologies Inc. is incorporated, without regard to conflict-of-law principles. Any dispute arising out of or in connection with these Terms shall be submitted to binding arbitration under the rules of a recognised arbitration body, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction. You waive any right to participate in a class action lawsuit or class-wide arbitration.

12. Changes to Terms

Culina reserves the right to modify these Terms at any time. Changes will be posted on this page with an updated effective date. Your continued use of the Platform after changes are posted constitutes acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

13. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Culina with respect to the Platform and supersede all prior or contemporaneous communications and proposals.

If you have questions about these Terms, please contact us at legal@culina.app.