Reseller Vendor Terms of Use

Effective Date: APR 22, 2026

These Reseller Vendor Terms of Use apply to reseller-funded Store enrollments for Cute Order’s online ordering services. They are intended for situations where a reseller, partner, or dealer funds Cute Order services for a Store, and Cute Order bills the reseller rather than billing the Store directly.

1. Relationship to Signed Documents

These terms supplement the applicable master reseller agreement, Store Enrollment Form, order form, pricing addendum, and other written documents accepted by Cute Order.

If there is a conflict, the following order controls:

(a) a signed amendment expressly overriding the conflicting term;
(b) the applicable Store Enrollment Form or signed pricing addendum, but only for Store-specific pricing, billing, setup, and service details;
(c) the master reseller agreement;
(d) any attached terms included with the applicable Store Enrollment Form;
(e) these Reseller Vendor Terms;
(f) Cute Order’s general Vendor Terms; and
(g) other documentation or operating instructions made available by Cute Order.

For reseller-funded Stores, these terms do not change the fact that the reseller is the buyer and billing party unless Cute Order expressly agrees otherwise in writing.

For the avoidance of doubt, these Reseller Vendor Terms do not change the buyer’s identity, billing responsibility, Store-specific pricing, payment method, cancellation rights, setup terms, early termination obligations, or other commercial terms expressly stated in a signed Store Enrollment Form, pricing addendum, or master reseller agreement.

Any reference in Cute Order’s general Vendor Terms to “Buyer,” “Restaurant,” “Business,” “Vendor,” “Customer,” or similar terms will be interpreted as needed to preserve the reseller-funded structure described in the signed documents.

2. Reseller-Funded Model

Unless Cute Order expressly agrees otherwise in writing, the reseller is the buyer, account holder, and billing party for each reseller-funded Store.

Cute Order will not bill the Store directly unless Cute Order enters into a separate written agreement with the Store or Store Operator.

The reseller is responsible for all fees for each enrolled Store, regardless of whether the reseller collects from the Store, the Store Operator, or any other party.

3. Store Authority and Cooperation

For each Store submitted to Cute Order, the reseller represents and warrants that it has the authority necessary to:

(a) submit the Store and Store information to Cute Order;
(b) provide Store Content to Cute Order;
(c) authorize setup, launch, and operation of the Services for the Store;
(d) authorize Cute Order to communicate with Store personnel regarding setup, support, operational issues, suspension, and termination; and
(e) cause the Store and Store Operator to cooperate with Cute Order as reasonably needed.

Cute Order may request proof of authority and may delay, suspend, or terminate setup or Services if authority is unclear, disputed, incomplete, or withdrawn.

4. No Unauthorized Changes or Promises

The reseller may not alter Cute Order’s forms, pricing terms, ACH language, setup terms, service terms, legal terms, or other written instructions unless Cute Order approves the change in writing.

The reseller may not make promises or representations to any Store that are inconsistent with Cute Order’s written agreements, pricing, setup rules, support boundaries, or other written instructions.

5. Billing, ACH, and Payment Risk

The reseller must maintain valid payment information with Cute Order, including ACH authorization or another payment method accepted by Cute Order.

Cute Order may initiate recurring ACH debits or charge other payment methods on file for fees and other amounts owed.

If the reseller fails to pay any undisputed amount when due, Cute Order may charge late fees to the extent permitted by law and may suspend one or more Stores or the reseller account after notice and an opportunity to cure, as provided in the governing signed documents.

Cute Order may establish or modify credit limits, require prepayment, require a deposit, require a backup payment method, or otherwise manage payment risk where reasonably warranted.

6. Store Operations and Content

The reseller is responsible for ensuring that the Store, not Cute Order, is responsible for accepting, preparing, fulfilling, refunding, and handling End-User Orders, and for menu accuracy, pricing, taxes, hours, allergen information, customer service, and compliance with laws applicable to the Store.

The reseller is also responsible for ensuring that Store Content submitted to Cute Order is accurate, complete, lawful, and up to date.

Cute Order may rely on Store Content submitted by the reseller, the Store, or Store personnel.

7. Restricted Items

The reseller may not permit a Store to offer alcohol, tobacco, cannabis, controlled substances, age-restricted items, gift cards, regulated products, illegal items, or other special-category items through the Services unless all required approvals, permissions, licenses, and legal rights are in place and Cute Order approves the configuration in writing.

8. Intellectual Property and Data

Cute Order retains all rights in its software, systems, documentation, workflows, templates, ordering pages, trademarks, and related technology.

The reseller grants Cute Order a non-exclusive license to use Store Content as necessary to provide, support, improve, advertise, and promote the Services.

Cute Order may use aggregated or de-identified data relating to Stores, End-User Orders, and service usage so long as it does not identify the reseller, the Store, or End Users by name.

After termination or suspension, Cute Order may disable ordering links, Store access, reseller access, and integrations, and may retain records, logs, billing data, and Store Content as needed for legal, accounting, security, fraud-prevention, backup, tax, and business purposes.

9. Disclaimer and Limitation of Liability

To the maximum extent permitted by law, the Services are provided “as is” and “as available.”

Cute Order does not guarantee sales volume, order volume, revenue, launch date, uptime, compatibility, integration success, tax outcome, legal compliance outcome, or business results.

To the maximum extent permitted by law, Cute Order will not be liable for indirect, incidental, special, consequential, punitive, or similar damages, and Cute Order’s total liability will be limited as stated in the applicable signed agreement or Store Enrollment Form.

10. Governing Law and JAMS Arbitration

These terms are governed by California law, without regard to conflict-of-laws principles.

Before either party initiates arbitration or litigation, that party must notify the other party in writing of the dispute and make one or more executives available to meet in good faith. If unresolved within fourteen (14) days after notice, either party may proceed as permitted here.

Except for disputes based on unauthorized use or disclosure of confidential information, infringement or misappropriation of intellectual property rights, requests for temporary or preliminary injunctive relief, small-claims matters, or Cute Order’s non-judicial payment collection efforts, any dispute must be arbitrated in Orange County, California before a single arbitrator under JAMS Comprehensive Arbitration Rules and Procedures and expedited procedures where available.

Judgment on the award may be entered in any court of competent jurisdiction.

Proceedings will be confidential. Each party agrees that any proceeding will be conducted solely on an individual basis and not as a class action, representative action, collective action, private attorney-general action, or similar representative proceeding.

11. Notices and Updates

Cute Order may send notices by email, portal message, support system message, invoice message, or other contact information on file.

Cute Order may update these terms from time to time. Updates apply immediately to new Store enrollments and, for existing Store enrollments, apply at the start of the next renewal term or thirty (30) days after notice, whichever is later, unless a quicker update is required for legal, security, payment-processing, or operational reasons.

No update to these terms will retroactively change pricing already agreed in a signed Store Enrollment Form or pricing addendum, or amounts already invoiced, unless Cute Order and Reseller expressly agree otherwise in writing.