These Terms of Service (these "Terms") are a binding agreement between MEP Suite LLC, a Wyoming limited liability company ("MEP," "we," "us"), and the business entity that registers for or uses the Service ("Customer," "you"). By accessing or using the Service, or by having an authorized representative accept these Terms, Customer agrees to be bound by them. The Service is offered to businesses only and is not directed to consumers. If you do not agree, do not use the Service.
Effective date: 07/22/26. These Terms incorporate the MEP Privacy Policy at mepsuite.com/privacy.
1. Definitions
"Service" means MEP's hosted software platform for restaurant operations (web application and installable web app at mepsuite.com), including its AI assistant features, dashboards, integrations framework, report-ingestion pipeline, and related documentation.
"Organization" means the Customer tenant created in the Service; "Venue" means a restaurant location within an Organization; "Authorized User" means an individual invited by Customer to access the Organization under a role assigned by Customer (owner, admin, operator, viewer, line, or maintenance).
"Customer Data" means all data submitted to, ingested by, or generated within the Service on Customer's behalf, including point of sale reports, labor and scheduling data, reservation data, guest reviews, inventory and invoice data, shift notes, house-book entries, employment-related records entered by Customer, uploaded files, and data retrieved from Third-Party Services at Customer's direction.
"AI Output" means content generated by artificial-intelligence features of the Service, including chat responses, drafts, summaries, plans, spoken audio, and suggested actions.
"Third-Party Service" means any external product or service Customer elects to connect to the Service, including point-of-sale, reservation, scheduling, inventory, and task systems, whether by API credential, OAuth authorization, or routing of emailed reports.
2. The Service; Access and Accounts
2.1 Provision. Subject to these Terms and payment of applicable fees, MEP grants Customer a non-exclusive, non-transferable right during the Term for its Authorized Users to access and use the Service for Customer's internal business operations.
2.2 Accounts. Access is by invitation of Customer's owners or administrators. Authentication is by emailed sign-in link; Customer is responsible for the accuracy of Authorized User email addresses, for assigning appropriate roles, and for all activity under its Organization. Customer will promptly remove Authorized Users who should no longer have access and will notify MEP of any suspected unauthorized access.
2.3 Role-based access. The Service enforces role-based visibility (including restricted floor-staff and maintenance roles). Customer is responsible for choosing roles appropriate to each individual.
2.4 Changes to the Service. The Service is under active development. MEP may modify features, provided material reductions of core functionality during a paid subscription period entitle Customer to the remedies in Section 12.4.
2.5 Service communications. Customer consents to receiving transactional and operational communications from MEP (including sign-in links, service notices, security notices, and renewal notices) by email and in-Service message, and agrees that notices to the email addresses of its Authorized Users constitute notice to Customer.
3. Subscriptions, Fees, and Taxes
3.1 Fees. Customer will pay the subscription fees stated in the applicable Order Form or, if none, the rates quoted to Customer at sign-up or otherwise agreed in writing (including email). MEP may publish standard tiers, but pricing may vary by customer, venue count, usage profile, and negotiated terms, and no published rate entitles any customer to that rate. MEP may change rates by notice to Customer at least thirty (30) days in advance; changes take effect at the start of Customer's next billing period or renewal term and do not affect fees already prepaid.
3.2 Billing. Fees are billed monthly in advance / annually in advance for launch-program customers, as specified at purchase. Annual prepayments are collected at onboarding. Fees are exclusive of taxes; Customer is responsible for all applicable sales, use, and similar taxes, excluding taxes on MEP's income.
3.3 Refunds. Except as expressly provided in these Terms, all fees are non-refundable and committed subscription terms are non-cancelable. As the sole exceptions: (a) if MEP terminates these Terms other than for Customer's breach, or discontinues the Service, MEP will refund the pro-rata unused portion of prepaid fees; and (b) amounts charged for a renewal term that Customer validly declined in accordance with Section 3.4 and applicable law will be refunded. Customer represents that it is entering these Terms solely for business purposes and not as a consumer.
3.4 Renewal. Subscriptions renew automatically for successive periods equal to the then-current billing period unless either party gives written notice of non-renewal at least thirty (30) days before the start of the renewal term. Renewal notices and non-renewal notices may be given by email. Where applicable law conditions enforcement of an automatic renewal on advance notice to Customer, MEP will provide such notice, and renewal is subject to that law.
3.5 Late payment; suspension. MEP may suspend access for amounts more than 5 days past due after notice. Suspension does not relieve payment obligations.
3.6 Renewal disclosure. THIS SUBSCRIPTION RENEWS AUTOMATICALLY AS DESCRIBED IN SECTION 3.4. THE RENEWAL TERM EQUALS THE THEN-CURRENT BILLING PERIOD; FEES FOR A RENEWAL TERM ARE THE RATES IN EFFECT UNDER SECTION 3.1. TO DECLINE RENEWAL, CUSTOMER MUST GIVE NOTICE OF NON-RENEWAL AS PROVIDED IN SECTION 3.4 BEFORE THE RENEWAL DATE. Customer acknowledges this disclosure by accepting these Terms and by any separate renewal acknowledgment presented at sign-up.
4. Customer Data
4.1 Ownership. As between the parties, Customer owns Customer Data. MEP claims no ownership of Customer Data.
4.2 License to MEP. Customer grants MEP a non-exclusive license to host, copy, process, transmit, and display Customer Data solely to provide and support the Service, to secure and improve the Service's operation, and as otherwise instructed by Customer or required by law.
4.3 Customer responsibilities. Customer represents that it has all rights, consents, and lawful bases required to submit Customer Data to the Service and to direct the processing described in these Terms, including with respect to: (a) personal information of Customer's employees, contractors, and job candidates contained in employment-related records; (b) guest information contained in reservation, review, or delivery data imported from Third-Party Services; and (c) data retrieved from Third-Party Services under Section 6. Customer is solely responsible for compliance with employment, labor, and privacy laws applicable to its use of the Service, including any notice or consent obligations to its personnel.
4.4 Employment records module. The Service includes recordkeeping features by which Customer creates and stores its own personnel records (including disciplinary write-ups, onboarding tracking, hiring-pipeline records, and internal eligibility flags). These records are Customer's records, created, controlled, and used solely at Customer's direction. Customer is the employer (or prospective employer) of record and is solely responsible for the content, accuracy, use, retention, disclosure, and legality of such records and for all employment decisions and actions. MEP is a software provider only: MEP is not a joint employer, co-employer, staffing agency, or agent of Customer; does not direct or control Customer's workforce; does not review, verify, or approve such records; and provides no legal, HR, or compliance advice. MEP is not a consumer reporting agency, the Service is not provided for establishing eligibility for employment, credit, or insurance, and Customer shall not use any record or flag in the Service as a consumer report within the meaning of the Fair Credit Reporting Act. Customer's indemnification obligations in Section 14.2 apply to all claims arising from Customer's employment records and employment decisions.
4.5 Export and deletion. The Service provides self-service export of account data and self-service account deletion. Upon termination of the Organization, MEP will, on written request within (30) days, make Customer Data available for export in a machine-readable format, and thereafter will delete Customer Data from active systems within (60) days, except records retained in backups (purged on backup cycle), audit logs, and records MEP is legally required or permitted to retain. Customer, as employer and data owner, is solely responsible for complying with statutory record-retention obligations applicable to its business and must export any records it is required to retain before deletion occurs under this Section. The Service is not a system of record for legal-retention purposes after termination. If Customer notifies MEP in writing of a legal preservation obligation before the scheduled deletion date, MEP will suspend deletion of the identified data for a defined period at Customer's reasonable expense. Extended retention. If Customer purchases MEP's extended-retention option, MEP will retain Customer Data in an exportable archival state for the purchased period following termination, on the terms of the applicable Order Form.
4.6 Aggregated/de-identified data. MEP may use data that is aggregated and de-identified such that it does not identify Customer, any Venue, or any individual, to operate, benchmark, and improve the Service.
5. AI Features
5.1 Nature of AI Output. AI Output is generated by statistical models and may be inaccurate, incomplete, or unsuitable for Customer's circumstances. AI Output is provided as drafts and decision support only. The Service is designed so that consequential actions require approval by an Authorized User; Customer is solely responsible for reviewing and approving any action, communication, personnel decision, or business decision based on AI Output.
5.2 No professional advice. AI Output is not legal, financial, accounting, employment, or food-safety advice.
5.3 AI infrastructure. AI features are provided using third-party artificial-intelligence model and infrastructure providers engaged as subprocessors under Section 9, under written terms that impose confidentiality and prohibit use of Service content to train their models, and/or on infrastructure that MEP owns, controls, or operates, which may include MEP-operated on-premises compute. MEP does not use Customer Data to train generalized artificial-intelligence models. MEP may change AI providers and infrastructure without notice, provided the protections of this Section and Section 9 continue to apply.
5.4 Detector outputs. Deterministic detectors compute flags from Customer Data using defined rules; they are operational signals, not audited findings, and may produce false positives or miss events.
5.5 Voice features. The Service offers optional voice input and spoken responses. Voice input is captured when an Authorized User activates the microphone, is transcribed to text to process the request, and is handled as Customer Data. MEP does not create voiceprints and does not use voice data for identification. Customer is responsible for ensuring its Authorized Users are aware that voice input is captured and transcribed.
6. Third-Party Services and Integrations
6.1 Customer authorization. Customer may connect Third-Party Services by supplying its own credentials, completing an OAuth authorization, or directing emailed reports to a Service intake address. Customer represents it is authorized to connect each Third-Party Service and instructs MEP to retrieve, receive, and process data from it on Customer's behalf.
6.2 Credentials. Third-party credentials supplied to the Service are stored encrypted and used solely to provide the integration. Customer may disconnect an integration at any time; disconnection stops future retrieval but does not delete previously ingested Customer Data.
6.3 Third-party terms. Customer's use of Third-Party Services is governed by its agreements with those providers. MEP is not a party to those agreements, does not control Third-Party Services, and is not responsible for their acts, omissions, data accuracy, or availability. An integration may stop functioning if a provider changes or restricts its service; MEP will use commercially reasonable efforts to restore or provide an alternative intake method (including report-email ingestion) but does not guarantee any particular integration.
7. Acceptable Use
Customer will not, and will not permit anyone to: (a) use the Service in violation of law; (b) submit data it lacks the right to submit; (c) attempt to access another tenant's data or circumvent access controls; (d) reverse engineer, copy, or create derivative works of the Service except as permitted by law; (e) resell, sublicense, or provide the Service to third parties except to Authorized Users; (f) use the Service to develop a competing product; (g) probe or test the vulnerability of the Service without MEP's prior written consent; (h) interfere with the integrity or performance of the Service; or (i) upload malicious code. MEP may suspend access immediately for material violations that threaten the Service or other customers, with notice and opportunity to cure where practicable.
8. Confidentiality
8.1 Each party will protect the other's Confidential Information with at least the care it uses for its own similar information (and no less than reasonable care), use it only to perform under these Terms, and disclose it only to personnel and advisors with a need to know who are bound by confidentiality obligations. Confidential Information excludes information that is public without breach, independently developed, rightfully received from a third party, or already known. Compelled disclosures are permitted with prompt notice where lawful.
8.2 Customer Data is Customer's Confidential Information. Non-public features, pricing, security information, and roadmaps are MEP's Confidential Information.
9. Privacy; Subprocessors; Security
9.1 Privacy; DPA. MEP processes personal information contained in Customer Data as Customer's service provider/processor, solely on Customer's behalf and documented instructions, as described in the Privacy Policy. Where Customer is subject to a law requiring specific processing terms, MEP's Data Processing Addendum at (mepsuite.com/dpa) is incorporated into these Terms and applies to that processing. Customer is responsible for the lawful collection of, and for its own obligations as a business or controller with respect to, personal information in Customer Data.
9.2 Subprocessors. MEP uses vetted third-party subprocessors in the following categories to provide the Service: cloud hosting and content delivery; database, authentication, and storage; artificial-intelligence model and speech providers; email delivery and intake; and supporting data services. MEP requires subprocessors to protect Customer Data consistent with this Section 9, remains responsible for their performance, and will provide its then-current subprocessor list to Customer on written request.
9.3 Security. MEP maintains commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data, including: encryption in transit (TLS) and at rest; tenant isolation enforced at the database layer on every table; role-based access controls; application-layer encryption of stored integration credentials; private storage with short-lived signed URLs for sensitive documents; and an append-only audit trail of material actions. MEP will notify Customer without undue delay, and in any event within seventy-two (72) hours, after confirming a breach of security resulting in unauthorized acquisition of Customer Data. Such notice will describe the nature of the incident, the categories and approximate volume of affected data, mitigation steps taken, and a contact point, and MEP will reasonably cooperate with Customer's investigation and legal obligations at Customer's request. Nothing in this Section limits either party's obligations under applicable breach-notification laws, and MEP will provide notice within any shorter period required of it by law. As between the parties, Customer is responsible for any required notifications to individuals and regulators concerning Customer Data, and MEP will not make such notifications absent written agreement. MEP's notice of an incident is not an admission of fault or liability.
9.4 Backups. MEP performs periodic backups designed to support service continuity, but the Service is not a system of record or archival service. Customer is responsible for exporting and retaining copies of Customer Data it is required to keep. Except to the extent caused by MEP's breach of Section 9.3, MEP is not liable for loss of data that Customer failed to export.
10. Intellectual Property
10.1 MEP IP. MEP and its licensors own the Service, including all software, models' orchestration, interfaces, designs, and documentation, and all related intellectual-property rights (patent pending). No rights are granted except as expressly stated.
10.2 White-label materials. Customer grants MEP a license to display Customer's names, marks, and logos within Customer's Organization solely to provide the white-label features. Any public use of Customer's name as a reference requires Customer's prior written consent.
10.3 Feedback. Customer may provide feedback; MEP may use it without restriction or obligation, provided it does not identify Customer without consent.
11. Term; Suspension; Termination
11.1 Term. These Terms apply from first acceptance and continue while any subscription is active.
11.2 Termination for cause. Either party may terminate for material breach not cured within (30) days of written notice, or immediately upon the other party's insolvency.
11.3 No termination for convenience. Subscriptions are for committed terms and are non-cancelable by Customer during a committed term. Customer's sole means of ending its subscription is non-renewal in accordance with Section 3.4. For clarity, nothing in this Section limits Customer's termination rights under Section 11.2 (uncured material breach) or Section 12.4, or MEP's right to agree otherwise in writing in its discretion.
11.4 Effect. Upon termination: access ends; Sections 4.5 (export/deletion), 8, 9.1, 10, 12, 13, 14, and 15 survive; and fees accrued remain payable.
12. Warranties and Disclaimers
12.1 Mutual. Each party warrants it has the authority to enter these Terms.
12.2 Service warranty. MEP warrants that the Service will perform materially as described in its documentation under normal use. MEP does not warrant any particular level of availability under these Terms; any service-level commitment, if offered, will be set forth in an Order Form, and service credits stated there will be Customer's sole remedy for availability failures.
12.3 Disclaimers. EXCEPT AS EXPRESSLY STATED, THE SERVICE AND ALL AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." MEP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT AI OUTPUT OR DETECTOR FLAGS WILL BE ACCURATE, COMPLETE, OR ERROR-FREE, OR THAT THE SERVICE WILL BE UNINTERRUPTED.
12.4 Exclusive remedy for Section 2.4/12.2 failures: MEP will use commercially reasonable efforts to correct the nonconformity; if it cannot within (30) days, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees for the affected Venues.
13. Limitation of Liability
13.1 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST OR CORRUPTED DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 EXCEPT FOR (A) CUSTOMER'S PAYMENT OBLIGATIONS, (B) A PARTY'S INDEMNIFICATION OBLIGATIONS, (C) A PARTY'S BREACH OF SECTION 8, OR (D) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS IS CAPPED AT THE FEES PAID OR PAYABLE BY CUSTOMER IN THE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. AN ORDER FORM MAY EXPRESSLY PROVIDE A DIFFERENT LIABILITY LIMIT FOR SPECIFIED CLAIMS, IN WHICH CASE THAT LIMIT GOVERNS THOSE CLAIMS.
13.3 THE LIMITS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN THOSE CASES THE LIMITS APPLY TO THE MAXIMUM EXTENT PERMITTED.
14. Indemnification
14.1 Intellectual-property claims. If the Service is, or in MEP's opinion is likely to become, the subject of a third-party infringement claim, MEP may at its option and expense procure the right to continue providing the Service, modify or replace it to be non-infringing, or terminate the affected subscription and refund prepaid unused fees for the terminated period. THE FOREGOING STATES MEP'S ENTIRE LIABILITY, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, FOR ANY CLAIM THAT THE SERVICE INFRINGES OR MISAPPROPRIATES ANY INTELLECTUAL-PROPERTY RIGHT. MEP HAS NO OBLIGATION TO DEFEND OR INDEMNIFY CUSTOMER AGAINST ANY THIRD-PARTY CLAIM.
14.2 By Customer. Customer will defend, indemnify, and hold harmless MEP and its members, managers, officers, employees, and agents from and against any and all third-party claims, actions, investigations, and demands (including by Customer's current or former employees, contractors, job candidates, guests, other data subjects, Third-Party Service providers, and governmental or regulatory authorities), and all resulting damages, penalties, fines, settlements, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) Customer Data, including personnel records, employment decisions, eligibility flags, and guest information; (b) Customer's or any Authorized User's use of the Service or of AI Output, including any action taken or not taken in reliance on it; (c) Customer's breach of these Terms or violation of applicable law, including employment, labor, wage, discrimination, and privacy laws; (d) Customer's agreements with, or connection of, Third-Party Services; and (e) any dispute between Customer and its employees, candidates, guests, or vendors. MEP may participate in the defense with counsel of its choosing at its own expense. This Section survives termination.
14.3 Process. The indemnified party must give prompt notice, sole control of the defense to the indemnifying party (no settlement imposing obligations on the indemnified party without consent), and reasonable cooperation.
15. General
15.1 Governing law and venue. These Terms are governed by the laws of the State of Florida, excluding conflicts rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Palm Beach County, Florida. Any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Palm Beach County, Florida, before a single arbitrator, governed by the Federal Arbitration Act. ALL DISPUTES WILL BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY; CLASS, CONSOLIDATED, AND REPRESENTATIVE PROCEEDINGS ARE WAIVED, AND THIS WAIVER IS AN ESSENTIAL, NON-SEVERABLE TERM OF THIS AGREEMENT TO ARBITRATE. Either party may seek injunctive or equitable relief for intellectual-property or confidentiality violations in the courts described above. Judgment on the award may be entered in any court of competent jurisdiction.
15.2 Modifications to Terms. MEP may update these Terms from time to time. Updated Terms take effect immediately upon MEP's notice to Customer (by email or in-Service notice) or, if earlier, Customer's acceptance, and continued use of the Service after notice constitutes acceptance of the updated Terms. Notwithstanding the foregoing: (a) fee changes are governed exclusively by Section 3.1; and (b) the dispute-resolution and liability provisions in effect when a claim arose govern that claim.
15.3 Notices. Legal notices to MEP: MEP Suite LLC, 30 N Gould St STE N, Sheridan, WY, 82801, with a copy to legal@mepsuite.com. Notices to Customer: the owner's email on the account.
15.4 Assignment. Neither party may assign these Terms without consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on notice.
15.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.
15.6 Publicity. Customer will not issue press releases or other public statements regarding MEP or these Terms, and will not use MEP's names, marks, or logos, without MEP's prior written consent. If Customer consents at sign-up, in an Order Form, or otherwise in writing, MEP may identify Customer as a customer and use Customer's name and logo in customer lists and marketing materials; Customer may revoke such consent prospectively at any time by written notice, and MEP will cease new uses within thirty (30) days.
15.7 Entire agreement; order of precedence; severability; waiver; independent contractors; no third-party beneficiaries. These Terms (with the Privacy Policy and any Order Form) are the entire agreement and supersede prior discussions. If any provision is unenforceable it will be modified to the minimum extent necessary. Failure to enforce is not waiver.
15.8 Beta and pilot features. Features identified as beta, pilot, or preview are provided as-is, may change or be withdrawn, and are excluded from Sections 12.2 and 12.4.
15.9 United States service. The Service is offered for use in the United States and is controlled from the United States. Each party will comply with applicable U.S. export control and sanctions laws.