Hyphen Platform Terms of Service

1. Who These Terms Apply To

1.1 Parties. These Terms are a binding agreement between Hyphen Technologies, Inc., a Delaware corporation ("Hyphen," "we," "us," or "our"), and the business or other organization that accesses or uses the Services ("Customer" or "you").

1.2 Business use only. Hyphen offers the Services only to businesses, institutions, and other organizations for commercial or institutional use. Hyphen does not offer the Services to consumers for personal, family, or household use.

1.3 Authority. The individual who accepts these Terms represents that the individual is at least 18 years old and has authority to bind Customer. An individual without that authority may not accept these Terms.

1.4 Authorized Users and shared devices. "Authorized Users" are Customer's employees and contractors, and the employees and contractors of Customer's foodservice clients who operate Equipment at a Location under Customer's supervision, who use the Services on Customer's behalf. Authorized Users must follow these Terms. Customer is responsible for each Authorized User's acts and omissions as if they were Customer's own. This includes anyone who operates Equipment or uses a shared kitchen device, display, or tablet at a Location, whether or not that person has an individual login. Only Customer's account administrators may accept these Terms, or changes to them, on Customer's behalf.

2. Relationship to Other Hyphen Agreements

2.1 Signed agreements control. If Customer and Hyphen have signed a written agreement that covers the Services — such as an Order Form that incorporates Hyphen's Terms and Conditions of Sale, a master services agreement, a data processing agreement, or a pilot or evaluation agreement (each, a "Signed Agreement") — the Signed Agreement controls to the extent it conflicts with these Terms. These Terms supplement the Signed Agreement on matters it does not address. Accepting these Terms, or any later version of them, does not amend a Signed Agreement.

2.2 Equipment. The sale, lease, financing, delivery, installation, acceptance, title, warranty, maintenance, and insurance of Makeline hardware and related equipment ("Equipment") are governed by the applicable Signed Agreement, including Hyphen's Terms and Conditions of Sale, and not by these Terms. These Terms govern the software and online services that operate with or support the Equipment. For purposes of Section 3.1 of Hyphen's Terms and Conditions of Sale, these Terms are Hyphen's electronic license terms for the Hyphen Software. Despite any statement in that Section that electronic license terms control, if these Terms conflict with a Signed Agreement, the Signed Agreement controls.

2.3 Order of precedence. If documents conflict, this order applies, from highest to lowest: (a) a Signed Agreement, in the order of precedence it states; (b) these Terms; (c) the Documentation; and (d) any purchase order or other Customer document. Pre-printed or online terms in a Customer purchase order, supplier portal, invoice-processing system, or similar document do not apply, even if Hyphen accepts or acknowledges that document.

3. Definitions

Capitalized terms have the meanings below or the meanings given where they are defined elsewhere in these Terms. Capitalized terms not defined in these Terms have the meanings given in the applicable Signed Agreement.

• "Aggregated Data" means data that is derived from Customer Data, System Data, or Customer's use of the Services and that has been de-identified and aggregated so that it does not identify, and cannot reasonably be used to identify, Customer, any Location, or any individual.
• "Customer Data" means data, content, and materials that Customer or its Authorized Users submit to the Services, or that Hyphen receives on Customer's behalf through an integration Customer enables, including menus, recipes, portion specifications, order data, inventory data, video footage Customer provides, and Personal Data. Customer Data excludes Aggregated Data and System Data.
• "Documentation" means Hyphen's then-current user guides, manuals, standard operating procedures, specifications, and help content for the Services.
• "Free Services" means Services for which Customer pays no fees to Hyphen under any Order Form, including fees for Equipment, maintenance and services packages, or subscriptions. Services included with Equipment or with a maintenance and services package are not Free Services.
• "Hyphen Materials" means Hyphen-branded or Hyphen-specified packaging and other consumables that Hyphen supplies.
• "Location" means a Customer site where Equipment is installed or where the Services are used.
• "Order Form" means an ordering document or quote, signed or accepted by both parties, that specifies Services, Equipment, fees, term, or Locations.
• "Output" means any recommendation, forecast, estimate, schedule, report, alert, or other result that the Services generate.
• "Personal Data" means information that Hyphen processes on Customer's behalf under these Terms, whether in Customer Data or System Data, that identifies, relates to, or can reasonably be linked to an identified or identifiable individual, and that is "personal information," "personal data," or a similar term under applicable data protection laws.
• "Services" means Hyphen's software and online services made available to Customer, including: CulinaryOS and other web-based applications; the software, firmware, and related code embedded in, installed on, or provided with Equipment ("Hyphen Software"); mobile and tablet applications; application programming interfaces ("APIs"); integrations; Documentation; and related support. Services include updates, new features, and successor products that Hyphen makes available under these Terms.
• "System Data" means technical, operational, and performance data that the Equipment and Services generate, such as sensor and dispense readings, cycle counts, fault and error logs, uptime, diagnostics, device identifiers, software versions, configuration settings, and usage metrics. System Data excludes the content of Customer Data.
• "Third-Party Service" means any product, service, platform, or data source that Hyphen does not provide, such as point-of-sale, digital-ordering, delivery, inventory, payroll, or single sign-on systems.

4. Accounts and Access

4.1 Accounts. Customer must designate at least one administrator to manage Authorized User accounts. Each Authorized User needs individual login credentials, except on shared kitchen devices that Hyphen configures for use without individual logins. Credentials may not be shared.

4.2 Security of credentials. Customer must keep credentials confidential, use the single sign-on or multi-factor authentication features Hyphen makes available where reasonably practicable, and notify Hyphen at support@usehyphen.com promptly after learning of any unauthorized access or use.

4.3 Accurate information. Customer must provide accurate account, billing, and Location information and keep it current.

4.4 Removing access. Customer must promptly disable access for any Authorized User who no longer needs it, including former employees and contractors.

5. Right to Use the Services

5.1 Access right. Subject to these Terms, any Signed Agreement, and payment of applicable fees, Hyphen grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right, during the applicable term, for its Authorized Users to access and use the Services, in accordance with the Documentation, for Customer's internal business operations, including foodservice operations Customer performs for its own clients at the Locations.

5.2 Hyphen Software on Equipment. Hyphen Software is licensed, not sold. Customer may use it only on, or for use with, the Equipment at the Location identified for that Equipment, and only as the applicable Signed Agreement permits.

5.3 Mobile applications. If Hyphen offers a mobile or tablet application through an app store, Customer's use must also comply with that app store's usage rules. The app store operator has no obligation to provide support and is not responsible for the application. For an application obtained from Apple's App Store, Apple and its subsidiaries are third-party beneficiaries of these Terms as to that application and may enforce them against Customer.

5.4 APIs. If Hyphen provides API access, Customer must use the API keys Hyphen issues, keep them confidential, follow the Documentation and any published rate limits, and not use the APIs to build a product that substitutes for the Services. Hyphen may change or retire an API version on reasonable advance notice.

5.5 Reservation of rights. Hyphen and its licensors own the Services, including all improvements and derivative works of them, and all related intellectual property rights. Except for the limited rights expressly granted in these Terms, Hyphen reserves all rights. No implied licenses are granted.

5.6 Hyphen Software on purchased Equipment. If Customer has purchased Equipment, Customer's license to the Hyphen Software embedded in or installed on that Equipment is perpetual, as stated in the Signed Agreement. Expiration or termination of these Terms, of an Order Form for subscription Services, or of a maintenance and services package ends Customer's access to cloud-hosted Services and support, but does not end that license. Hyphen will not remotely disable Hyphen Software on Equipment that Customer has paid for in full, except as the Signed Agreement permits for Customer's uncured material breach or as Section 14.2(c) permits to address an imminent safety risk. Equipment features that depend on cloud-hosted Services may not function without them.

5.7 Open-source software. The Services may include open-source components licensed under their own licenses, which Hyphen will identify in the Documentation or on request. Those licenses govern those components to the extent they grant rights or impose conditions that conflict with these Terms.

6. Use Restrictions

6.1 Restrictions. Customer will not, and will not permit anyone else to:

• (a) copy, modify, translate, or create derivative works of the Services;
• (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or models of the Services, except to the limited extent applicable law or an open-source license expressly permits despite this restriction;
• (c) sell, resell, rent, lease, sublicense, distribute, or provide the Services to any third party, or use the Services to provide a service bureau, time-sharing, or outsourced service, except as a Signed Agreement expressly permits (Customer's foodservice operations for its own clients at a Location are not a service bureau or outsourced service);
• (d) disable, bypass, override, or interfere with any safety feature, interlock, guard, sensor, alert, or emergency stop of the Equipment or Services;
• (e) circumvent any access control, usage limit, license key, or security measure;
• (f) probe, scan, or test the vulnerability of the Services, or perform penetration testing, without Hyphen's prior written consent;
• (g) introduce malware, or interfere with or disrupt the integrity, security, or performance of the Services or other customers' use of them;
• (h) access the Services to build a competing product or service, or to copy their features, functions, or user interface;
• (i) publish benchmark or performance tests of the Services without Hyphen's prior written consent;
• (j) use automated means to scrape, crawl, or extract data from the Services, except through APIs Hyphen provides for that purpose;
• (k) submit to the Services government identification numbers, payment card numbers, financial account numbers, biometric data, or health information, except (i) order notes, modifiers, and dietary, allergen, or ingredient preferences that a guest includes with an order and that are needed to prepare it, or (ii) as a Signed Agreement expressly permits;
• (l) use the Services in violation of applicable law, or to store or transmit infringing, unlawful, or tortious material; or
• (m) remove or alter any proprietary notice on the Services or the Equipment.

6.2 Copyright complaints. Hyphen responds to notices of alleged copyright infringement as described in its Website Terms of Use and may, in appropriate circumstances, terminate the accounts of repeat infringers.

7. Customer and Hyphen Responsibilities

7.1 Food safety and food operations. Customer is responsible for its food, ingredients, and food operations, including: food safety and handling; time and temperature control; carrying out cleaning and sanitation; allergen management and cross-contact controls; ingredient labeling, menu labeling, and allergen and nutrition disclosures; recipes and portion settings; and compliance with the food codes, health codes, permits, and food safety laws that apply at each Location. The Equipment may dispense multiple ingredients through shared components. The Services do not replace Customer's food safety plan, hazard controls, staff training, or supervision. Hyphen is responsible for the design of the Equipment and its food-contact components, for the accuracy of the cleaning and sanitation procedures in the Documentation, and for the compliance of Hyphen Materials with the food-contact laws that apply to them.

7.2 Outputs are decision aids. Outputs — including portion amounts, forecasts, prep and inventory estimates, labor or staffing suggestions, and performance metrics — are estimates based on the data and settings available to the Services. Customer must review Outputs before relying on them and is responsible for the decisions it makes using Outputs.

7.3 Workforce features. If Customer uses features that relate to its workers, such as labor planning, task assignment, or performance reporting, Customer is solely responsible for its employment decisions and for complying with the employment, labor, scheduling, privacy, and automated decision-making laws that apply to those decisions, including any required notices to, and consents from, its workers.

7.4 Safe operation. Customer must operate the Equipment and Services according to the Documentation and training, keep the Location safe, ensure that only trained Authorized Users operate the Equipment, and comply with workplace safety laws.

7.5 Connectivity and environment. Customer must provide and maintain the network connectivity, power, and site conditions the Documentation requires. Hyphen is not responsible for failures caused by Customer's network, internet service, power, facilities, or Third-Party Services.

7.6 Lawful collection of Customer Data. Customer is responsible for the accuracy, quality, and legality of Customer Data and of the means by which Customer acquired it. Customer will provide all notices, and obtain all consents and other legal authority, that applicable law requires for Hyphen to process Customer Data as these Terms describe, including Personal Data of Customer's guests, customers, and workers.

7.7 Incident reporting. Customer will notify Hyphen within one (1) business day after learning of any injury, illness, allergen event, near-miss, or Equipment malfunction involving the Equipment or Services; will preserve the Equipment, logs, and related records for Hyphen's investigation; and will promptly carry out any safety notice, corrective action, or required update that Hyphen issues.

8. Customer Data

8.1 Ownership. As between the parties, Customer owns Customer Data.

8.2 License to Hyphen. Customer grants Hyphen and its subprocessors a non-exclusive, worldwide, royalty-free license, during the term and for the period described in Section 8.7, to host, copy, transmit, display, and otherwise process Customer Data for the Business Purposes listed in Section 9.2 and to create Aggregated Data under Section 10.2.

8.3 No AI training on Customer Data. Hyphen will not use Customer Data, other than Aggregated Data, to train or fine-tune any artificial intelligence or machine learning model, unless Customer gives prior written permission.

8.4 Personal Data. When Hyphen processes Personal Data, Hyphen acts as Customer's service provider, processor, or contractor, and Section 9 (Data Protection Terms) applies. Hyphen acts as an independent business only for the contact details of Customer's administrators and billing contacts that Hyphen uses to manage the commercial relationship, as Hyphen's Privacy Policy describes.

8.5 Security. Hyphen will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction, appropriate to the nature of the data. These safeguards include encryption of Customer Data in transit over public networks and, for Customer Data stored in Hyphen's cloud environment, at rest; role-based access controls; and logging.

8.6 Security incidents. If Hyphen becomes aware of, or reasonably believes there has been, unauthorized access to, or acquisition, disclosure, alteration, loss, or destruction of, Customer Data in the possession or control of Hyphen or its subprocessors (a "Security Incident"), Hyphen will: (a) notify Customer without undue delay after discovery, and in any event within seventy-two (72) hours after becoming aware of it; (b) provide information Customer reasonably needs to meet its own legal obligations, as that information becomes available; and (c) take reasonable steps to contain, investigate, and remediate the Security Incident. Hyphen's notice is not an admission of fault or liability.

8.7 Export, return, and deletion. During the term, Customer may export Customer Data using features of the Services or by request to Hyphen. For 30 days after termination or expiration, Hyphen will, on Customer's written request, make Customer Data available for export in a commonly used format. After that period, Hyphen will delete Customer Data within a reasonable time (or, for Personal Data, return it if Customer so elects in writing during that period), except copies that Hyphen must keep by law or that reside in backups until those backups are overwritten in the ordinary course. Retained copies remain subject to the confidentiality and security obligations in these Terms.

9. Data Protection Terms

9.1 Scope. This Section 9 applies when Hyphen processes Personal Data on Customer's behalf. If the parties have signed a separate data processing agreement, that agreement controls. Hyphen will provide its data processing agreement on request to a Customer that needs one to comply with law.

9.2 Business Purposes. Customer discloses Personal Data to Hyphen only for these limited and specified business purposes (the "Business Purposes"):

• (a) receiving order data from Customer's ordering, point-of-sale, and other integrated systems, and using it to queue, prepare, portion, assemble, label, display, and track Customer's orders;
• (b) creating, authenticating, and administering Authorized User accounts and permissions;
• (c) storing and displaying Customer's menus, recipes, inventory, schedules, and reports, and generating Outputs for Customer;
• (d) providing support, maintenance, training, troubleshooting, and remote diagnostics;
• (e) analyzing video footage that Customer provides, to measure and improve Customer's operations, without facial recognition or identification of individuals;
• (f) detecting, preventing, and responding to security incidents, fraud, and safety issues;
• (g) improving the quality and safety of the Services, without using Personal Data to build profiles of individuals or to perform services for any other person;
• (h) de-identifying Personal Data to create Aggregated Data under Section 10.2; and
• (i) complying with law.

Hyphen will process Personal Data only for the Business Purposes and Customer's other documented written instructions, unless applicable law requires otherwise.

9.3 U.S. state privacy law commitments. With respect to Personal Data, Hyphen will not:

• (a) sell or share it, as those terms are defined under the California Consumer Privacy Act, as amended ("CCPA"), or similar U.S. state laws;
• (b) retain, use, or disclose it for any purpose, including any commercial purpose, other than the Business Purposes, or outside the direct business relationship between Customer and Hyphen; or
• (c) combine it with personal information that Hyphen receives from or on behalf of others, or collects from its own interactions with individuals, except as applicable law permits a service provider or processor to do.

Hyphen will also: (d) comply with the obligations that apply to it under applicable U.S. state privacy laws and provide the same level of privacy protection those laws require of Customer; (e) notify Customer if Hyphen determines that it can no longer meet these obligations; (f) permit Customer, on reasonable written notice, to take reasonable and appropriate steps to ensure that Hyphen uses Personal Data consistently with Customer's legal obligations, and to stop and remediate any unauthorized use; and (g) reasonably assist Customer in responding to individuals' requests to exercise their privacy rights, taking into account the nature of the processing. Hyphen certifies that it understands and will comply with this Section 9.3.

9.4 Confidentiality of personnel. Hyphen will ensure that personnel who process Personal Data are bound by confidentiality obligations.

9.5 Subprocessors. Customer authorizes Hyphen to engage subprocessors, such as cloud hosting, communications, and support providers, to process Personal Data. Hyphen will impose data protection obligations on each subprocessor that are no less protective than this Section 9 and remains responsible for its subprocessors' performance. Hyphen will keep a current list of subprocessors, provide it on request, and notify Customer's administrator by email or through the Services at least 30 days before a new subprocessor begins processing Personal Data. Customer may object on reasonable data protection grounds within that period. If the parties cannot resolve the objection, Customer may terminate the affected Services and receive a refund under Section 14.5(c).

9.6 Individual requests. If Hyphen receives a privacy request from an individual about Personal Data that Hyphen processes for Customer, Hyphen will direct the individual to Customer or forward the request to Customer, unless the law requires Hyphen to respond directly.

9.7 Compliance information and assessments. On reasonable written request, no more than once a year except after a Security Incident or at a regulator's request, Hyphen will provide information reasonably necessary to demonstrate its compliance with this Section 9, such as written answers to a reasonable security questionnaire, and will reasonably cooperate with any data protection or risk assessment that applicable law requires Customer to perform. Hyphen may redact confidential information about other customers and its security controls.

9.8 Location of processing. Hyphen processes Customer Data in the United States unless the parties agree otherwise in writing. Customer will not submit to the Services Personal Data of individuals located outside the United States unless the parties have first signed a data processing agreement that addresses international data transfers.

9.9 Consumer health data. To the extent Personal Data is consumer health data under the Washington My Health My Data Act or a similar law, Hyphen acts as Customer's processor, will process it only under Customer's instructions and these Terms, and will assist Customer in meeting its obligations under that law.

9.10 State processor terms. For Personal Data subject to U.S. state privacy laws other than the CCPA: the nature and purpose of processing are the Business Purposes; the types of Personal Data are those contained in Customer Data and System Data; the individuals concerned are Customer's guests, Authorized Users, and personnel; processing continues for the term and the period described in Section 8.7; at Customer's direction, Hyphen will delete or return Personal Data at the end of the Services unless the law requires retention; and Hyphen will allow, and cooperate with, reasonable assessments by Customer or its designated assessor or, at Hyphen's option, provide a report from a qualified independent assessor.

10. System Data and Aggregated Data

10.1 System Data. As between the parties, Hyphen owns System Data. Hyphen may collect and use System Data to: provide, operate, maintain, support, secure, and improve the Equipment and Services; monitor performance and safety; develop new products and features; and comply with law. During the term, Hyphen will make System Data about Customer's Locations available to Customer through the Services or reports, and Customer may use it for its internal business purposes. Hyphen will not disclose System Data that identifies Customer or a Location to any third party except: Hyphen's service providers and professional advisors under confidentiality obligations; financing sources, limited to information about Equipment that the financing source finances; as Customer permits; as the law requires; or in connection with a transaction described in Section 20.4. To the extent System Data includes Personal Data, Hyphen will handle that Personal Data under Sections 8 and 9.

10.2 Aggregated Data. Hyphen may create Aggregated Data and may use and disclose it for any lawful purpose, including analytics, benchmarking, research, and developing and improving products and services. Hyphen owns Aggregated Data. Hyphen will not attempt to re-identify Customer, any Location, or any individual from Aggregated Data, and will contractually prohibit recipients of Aggregated Data from doing so.

11. Third-Party Services; Remote Access; Updates

11.1 Third-Party Services. The Services may connect to Third-Party Services that Customer selects. By enabling an integration, Customer directs and authorizes Hyphen to exchange Customer Data with that Third-Party Service as needed to operate the integration. Customer's use of a Third-Party Service is governed by Customer's agreement with its provider. Hyphen does not control, and is not responsible for, Third-Party Services, including their availability, security, data, or changes to their interfaces. Hyphen may stop supporting an integration if its provider changes or ends its interface or terms, or if continued support becomes unlawful or commercially impractical.

11.2 Remote access and monitoring. Customer authorizes Hyphen to access the Equipment and Services remotely to provide support and maintenance, run diagnostics, collect System Data, deliver updates, and address security, safety, or performance issues. Hyphen will use reasonable security measures for remote access and will comply with Customer's reasonable written remote-access security requirements that Customer provides in advance.

11.3 Updates. Hyphen may deliver updates, patches, and new versions of the Services, including over-the-air updates to Hyphen Software on Equipment. Customer must install updates that Hyphen designates as required, including security and safety updates, within the time Hyphen reasonably specifies. Hyphen will schedule updates that interrupt Equipment operation outside Customer's operating hours, as stated in the Order Form or as Customer notifies Hyphen in writing, where reasonably practicable. Hyphen is not responsible for failures that a required update would have prevented.

11.4 Changes to and discontinuation of the Services. Hyphen may add, change, or remove features. For Services Customer has paid for, Hyphen will not materially reduce their core functionality during the paid term, except as needed to address security, safety, or legal requirements, as Section 11.1 permits for Third-Party Services, or as this Section permits for discontinuation. Hyphen may discontinue a Service, or a version of Hyphen Software, on at least ninety (90) days' written notice. If Hyphen discontinues a paid Service before the end of its paid term, Hyphen will refund prepaid fees for the unused portion under Section 14.5(c), make Customer Data available for export under Section 8.7, and, for Hyphen Software on purchased Equipment, use commercially reasonable efforts to leave the Equipment able to operate locally.

11.5 Remote operation safety. Hyphen will not remotely initiate mechanical motion of Equipment unless Customer's on-site personnel have confirmed that it is safe to do so, except for diagnostics that do not move mechanical components. Hyphen will apply updates to Hyphen Software only while the Equipment is idle and in a safe state. Hyphen will provide release notes for updates that change portioning, dispense sequences, ingredient handling, or safety behavior, and will use commercially reasonable efforts to roll back an update that proves defective.

12. Beta Features, Pilots, and Free Services

12.1 Beta Features. Hyphen may offer features identified as alpha, beta, preview, early access, pilot, or evaluation ("Beta Features"). Beta Features are optional, may contain errors, may change or end at any time, and are not subject to any service levels or support commitments. Hyphen may use Customer's feedback on Beta Features to improve its products.

12.2 Free Services and trials. Hyphen may suspend or end Free Services, and Services provided for a trial period, at any time.

12.3 No warranty; limited liability. EXCEPT AS A SIGNED AGREEMENT FOR A PILOT OR EVALUATION EXPRESSLY PROVIDES OTHERWISE, BETA FEATURES, FREE SERVICES, AND TRIAL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, AND, SUBJECT TO SECTION 18.3, HYPHEN'S TOTAL LIABILITY FOR THEM WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

13. Fees and Taxes

13.1 Fees. Customer will pay the fees stated in each Order Form, in accordance with its payment terms. Unless an Order Form states otherwise: (a) fees are stated and payable in U.S. dollars; (b) invoices are due 30 days after the invoice date; and (c) fees are non-cancellable and non-refundable, except as these Terms or a Signed Agreement expressly provide.

13.2 Taxes. Fees exclude taxes. Customer will pay all sales, use, value-added, withholding, and similar taxes on the Services, other than taxes on Hyphen's net income, unless Customer provides a valid exemption certificate.

13.3 Late payment. To the extent permitted by law, overdue amounts accrue a late charge of 1.5% per month, or the maximum rate the law allows if lower, from the due date until paid. Customer will reimburse Hyphen's reasonable costs of collecting overdue amounts, including reasonable attorneys' fees.