US (QR Code/Handheld) Terms and Conditions

Last updated: February 13th, 2026

These Terms and Conditions (the “Terms”) constitute a legally binding agreement between the Sunday entity identified in the applicable Purchase Order (“Sunday,” “we,” or “us”) and the merchant identified therein (“Merchant” or “you”) and govern Merchant’s access to and use of the Sunday Services (as defined below).

The Terms, together with the applicable Purchase Order (collectively, the “Agreement”), become effective as of the Effective Date specified in the Purchase Order. In the event of any conflict or inconsistency, the following order of precedence shall apply: (1) the Purchase Order, (2) these Terms, and (3) any other documentation or communication, unless expressly agreed otherwise in writing and signed by an authorized representative of Sunday.

Sunday provides a technology platform designed for hospitality businesses that enables digital ordering, payment facilitation, and related operational tools, including menu management, customer engagement features, analytics, and other functionality made available from time to time (collectively, the “Sunday Services”).

Any updates, enhancements, modifications, or additional features made available as part of the Sunday Services shall be subject to this Agreement unless Sunday expressly designates separate terms for a specific service.

Section 1 – Definitions*

“Affiliates”: with respect to either party, an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such party.
“Agreement”: the legal agreement between the parties, comprising these Terms, the applicable Purchase Order the data processing addendum accessible at https://sundayapp.com/dpa/, the Walkout Policy accessible at https://sundayapp.com/us-walkout-policy/and any special conditions provided by Sunday.
“Authorization”: the process by which a User requests approval to use a payment method for a specific transaction. An authorized transaction indicates a likelihood of successful payment but does not guarantee settlement.
“Back-office Platform”: the Sunday interface (consisting of a website and a supporting mobile application) in Software as a Service (“SaaS”) mode, which we make available to you, and which, associated with the Sunday Applications, allows you to access the Sunday Services.
“Capture”: the process of finalizing an authorized transaction, resulting in the transfer of funds from the User’s payment method to the Merchant’s account for settlement.
“Card”: any form of credit card, debit card or prepaid card issued under a Card Scheme.
“Card Scheme”: Visa Inc., MasterCard Worldwide, Cartes Bancaires, JCB, American Express, Union Pay International, Diners Club International/Discover Network or comparable bodies which provide Cards and regulate Card acceptance, as supported by the Payment Service Provider and notified by us to you from time to time.
“Confidential Information”: proprietary and third party information that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be considered to be confidential. The following in particular shall be considered confidential: information relating to the Sunday Services, your services, know-how, commercial, industrial or organizational strategy, prospects and financial data. It does not include information that: (i) the recipient already knew; (ii) becomes public through no fault of the recipient; (iii) was independently developed by the recipient; or (iv) was lawfully given to the recipient by a third party.
“Effective Date”: the date set out in the applicable Purchase Order when the Agreement becomes effective. When no Purchase Order is needed, as per clause 3.3, the Effective Date shall be the date when the relevant Sunday Services are purchased by the Merchant.
“Establishment(s)” : any venue operated by the Merchant and open to the public in which food and/or beverage services are provided to Users and in which the Sunday Services are deployed.
“Fees”: all amounts owed by the Merchant to Sunday for the provision of the Sunday Services.
“Handheld Application”: Sunday payment application accessible on a payment terminal.
“Intellectual Property Rights”: any and all rights under patent law, copyright law, database rights law, trade secret law, trademark law, moral rights, rights of publicity, and any and all other intellectual property or proprietary rights, including all registrations and applications therefor, whether existing now or in the future.
“Managed Payment Facilitator”: a software provider company who facilitates payment transactions, including, without limitation, through managing onboarding of Merchants on behalf of the Payment Service Provider. For the purposes of this Agreement, with respect to transactions processed through the Handheld Application, Sunday acts as “Referrer” and/or “Managed Payment Facilitator” of the Payment Service Provider.
“Merchant Account” : an account allowing you to control the use of the Sunday Services for one or more of your Establishments that includes the possibility of giving different access levels to different people involved in your Establishment(s), according to your needs and the rights you wish to give them.
“Merchant Data”: any files, graphics, images, text, data or other information submitted or made available by Merchant in the course of receiving the Sunday Services and/or collected by Sunday, including, without limitation, Merchant’s name, address, contact information, employee information, products, loyalty program information, logos, promotional information, advertisements, transaction details and other information or material submitted by Merchant to Sunday through the Sunday Services, excluding User Data. Merchant Data may include personal information, whether from Merchant’s employees or otherwise.
“Merchant Marks”: Merchant’s business name, logo, trademarks, service marks, images, domain names and all other content provided to Sunday for use with the Sunday Services.
“Order” : an order placed by a User in one of your Establishment(s). Sunday will inform you of each Order placed via QR Code Application. The payment of the Orders can be done, in whole or in part, via Sunday Applications, at the choice of the Users, by bank Card or restaurant check.
“Payment Facilitator”: a company registered with the relevant Payment Scheme, such as Visa and Mastercard, to facilitate payment transactions on behalf of sub-merchants. For the purposes of this Agreement, and the applicable Payment Scheme Rules, with respect to transactions processed through the QR Code Application, in the event that Sunday acts in the future as the registered “Payment Facilitator”, you will be the “sub-merchant” or “sponsored merchant” in accordance with the terminology used by the relevant Payment Scheme (e.g. for Visa rules a “sponsored merchant”, for Mastercard rules a “sub-merchant”). In this case, Sunday will not be regulated to provide payment services and will rely on the PSD2 commercial agent exclusion to provide Sunday Services to you.
“Payment Link”: a Sunday service that allows Merchants to send a payment link to their customers by electronic means of communication to be used to purchase catering and hospitality services.
“Payment Scheme” :an entity regulating and/or offering the relevant payment method (including the Card Schemes and alternative payment method providers).
“Payment Scheme Rules”: the collective set of by-laws, rules, regulations, operating regulations, procedures and/or waivers issued by the Payment Scheme, as amended and/or supplemented from time to time, and with which you must comply when accepting the relevant payment method. The Payment Scheme Rules specifically include Visa Core Rules and Visa Product and Service Rules, Operating Regulations, at http://usa.visa.com/merchants/operations/op_regulations.html; MasterCard Operating Regulations at http://www.mastercard.com/us/merchant/support/rules.html; Discover Rules at https://www.discoverglobalnetwork.com/solutions/enable-payments/accept-discover-network/; National Automated Clearing House Association (“NACHA”) Operating Rules and Operating Guidelines (“NACHA Rules”). Those rules that are not publicly available, shall be communicated to you in accordance with the guidance and instruction of the relevant Payment Scheme when we receive them from the relevant Payment Service Provider.
“Payment Service Provider”: for transactions processed through the QR Code Application it means, a regulated payment service provider that processes the payment transactions between us, acting as the Payment Facilitator and your agent, and the Users. For transactions processed through Handheld Application, it means a regulated payment service provider that processes the payment transactions between you and the Users.
“PCI DSS” or “Payment Card Industry Data Security Standards”: the security standards for transmitting, processing or storing cardholder data and sensitive authentication data, as updated from time to time and published by the Payment Card Industry Security Standards Council (“PCI SSC”) at https://www.pcisecuritystandards.org.
“Platform Fee”: a fee paid by the Users for the use of the User Services, independently of the Fees owed by the Merchant, and which does not constitute consideration received on behalf of the Merchant.
“Platform Merchant Terms”: as explained on page 2 herein, the agreement among the Merchant, Sunday and the Payment Service Provider(s) available here: https://www.checkout.com/legal/cross-river-bank-acquirer-terms (which URL may change from time to time).
“Pre-Requirements” : technical prerequisites necessary for the installation of the Sunday Services.
“Purchase Order”: a signed document describing the commercial details of the services purchased by the Merchant
“QR Code Application” : Sunday payment solution accessible through scanning a Quick Response Code (QR Code).
“Referrer”: a company who promotes the services of the Payment Service Provider and/or refer prospective merchants to the relevant Payment Service Provider. For the purposes of this Agreement, with respect to transactions processed through the Handheld Application, Sunday acts as “Referrer” and/or “Managed Payment Facilitator” of the Payment Service Provider.
“Refund”: the partial or full reversal of a previously settled transaction, returning funds to the User’s original payment method.
“Sunday Applications”: the QR Code Application and the Handheld Application. You are informed of each payment made via Sunday Applications.
“Transaction Fee”: a fee that Sunday may charge for each Authorisation, Capture, Void, and Refund. This fee may apply to any transaction activity conducted through the QR Code Application, regardless of whether the transaction is completed, voided, or refunded.
“User”: a customer in Merchant’s Establishments to whom the Merchant provides catering services via Sunday Services. We do not act as User’s commercial agent in any circumstances when providing Sunday Services.
“User Data”: data and information, which may include personal information, collected by Sunday via the Sunday Services and the User Services (as defined in the User Terms of Service available at https://sundayapp.com/user-terms-of-service/), such as when a User enters payment information, place an order, enrolls in a loyalty program or requests a digital receipt, and may include without limitation: contact information (such as name, phone number, email address, etc.); information about the transaction; Card information; User purchase history; and location information.
“Void”: the cancellation of a transaction that has been authorized but not yet captured or settled.

* For purposes of these Terms, words defined in the singular shall include the plural and vice versa, and references to a gender shall include all genders, as the context requires. Additional definitions may appear in specific sections of these Terms where relevant to that section. Capitalized terms used but not defined in these Terms shall have the meanings given to them in the applicable Purchase Order. In the event of any inconsistency between definitions set forth in this Section 1 and definitions contained elsewhere in the Agreement, the definitions in this Section 1 shall control unless expressly stated otherwise.

Section 2 – Role of Sunday

2.1 Scope of the Sunday Services. The Sunday Services provided to Merchant are those described in the applicable Purchase Order as of the Effective Date. The Sunday Services are provided solely for Merchant’s business purposes as technology tools made available by Sunday. The Sunday Services are provided on a non-exclusive basis and may be modified, updated, enhanced, or discontinued from time to time for technical, regulatory, security, compliance, or improvement purposes. Such modifications do not, by themselves, entitle Merchant to access new or additional features unless expressly agreed by Sunday in writing.

2.2 Role of Sunday. Sunday provides a technology platform enabling Merchant to access and use the Sunday Services. For purposes of processing payment transactions: (i) for transactions processed via the QR Code Application, Sunday acts as a registered Payment Facilitator under the applicable Payment Scheme Rules; and (ii) for transactions processed via the Handheld Application, Sunday acts as Managed Payment Facilitator of the Payment Service Provider.

Merchant acknowledges that payment processing services are provided by the applicable Payment Service Provider and its sponsoring financial institution pursuant to separate agreements. Sunday is not a bank, does not provide banking services, and does not itself hold or transmit funds on behalf of Merchant except as permitted under applicable Payment Scheme Rules. Nothing in this Agreement shall be construed as: (a) creating a fiduciary relationship between Sunday and Merchant; (b) appointing Sunday as Merchant’s payment service provider; (c) guaranteeing authorization, settlement, or collection of funds; or (d) obligating Sunday to advance, fund, or assume credit risk for any transaction.

Section 3 – How to Subscribe

3.1 Subscription by Purchase Order. Merchant subscribes to the Sunday Services by executing an applicable Purchase Order. The Purchase Order sets forth the commercial terms applicable to the Sunday Services selected by Merchant and forms an integral part of the Agreement.

3.2 QR Code Application and Payment Service Provider Terms. This Section 3.2 applies to all transactions processed through the QR Code Application. Merchant acknowledges that payment processing services are provided by the applicable Payment Service Provider pursuant to separate agreements between Merchant and such Payment Service Provider. Use of the Sunday Services in connection with the QR Code Application is subject to the Platform Merchant Terms of Checkout LLC and to the Payment Service Provider’s Declined Lines of Business Policy available at https://www.checkout.com/legal/terms-and-policies, as amended from time to time. Merchant agrees to comply with such terms and policies as a condition of continued access to the Sunday Services. Where required by the Payment Service Provider, its sponsoring financial institution, or the applicable Payment Scheme Rules, Merchant agrees to execute or accept additional documentation or terms reasonably necessary to maintain payment processing services.

3.3 Services Subscribed Outside a Purchase Order. Merchant acknowledges that certain Sunday Services may be made available for subscription directly through the Back-office platform without execution of a separate Purchase Order. In such cases, the applicable commercial terms and any additional service-specific terms shall be presented to Merchant prior to activation and shall form part of the Agreement upon Merchant’s acceptance.

3.4 Handheld Application and Payment Hardware. Where transactions are processed via the Handheld Application, Merchant may be required to rent or purchase compatible handheld devices provided by the applicable Payment Service Provider or authorized hardware supplier. Merchant is solely responsible for complying with all terms and conditions applicable to such hardware, including any leasing, purchase, maintenance, or return obligations. Sunday shall not be responsible for hardware performance, defects, shipping delays, or third-party hardware provider conduct.

Section 4 – Obligations of the Merchant and Use of the Sunday Services

4.1 General Obligations. Merchant shall use the Sunday Services in accordance with this Agreement, all applicable federal, state, and local laws and regulations, the Payment Scheme Rules, and any reasonable written instructions communicated by Sunday relating to the security or integrity of the Sunday Services. Merchant represents and warrants that it holds all rights, authorizations, licenses, permits, and legal capacity necessary to operate its business and to use the Sunday Services for lawful business purposes.

4.2 Merchant Account Access and Credential Security. To access the Sunday Services, Merchant must create a Merchant Account and provide accurate, complete, and up-to-date information relating to its business, including its Establishment(s), menus, pricing, and affiliated entities. Merchant is responsible for maintaining the confidentiality and security of all login credentials. Merchant shall ensure that credentials are not shared except with authorized personnel and shall implement reasonable internal safeguards to prevent unauthorized access.

Merchant remains fully responsible for all activity conducted under its Merchant Account, whether or not such activity is authorized by Merchant. In the event of any suspected unauthorized access, compromise, or misuse, Merchant shall notify Sunday promptly. Sunday shall not be liable for losses resulting from Merchant’s failure to safeguard credentials.

4.3 Authorized Use. Merchant shall use the Sunday Services lawfully, in good faith, and solely for their intended purpose. Merchant shall not:

use the Sunday Services in a fraudulent, unlawful, deceptive, or abusive manner;
attempt to circumvent, reverse engineer, interfere with, or compromise the functionality or security of the Sunday Services; or
engage in any activity that could impair the integrity, availability, or security of the Sunday Services, data processed, or payment flows.

4.4 Integrity and Use of QR Codes. Merchant shall exclusively use QR codes generated or validated by Sunday in connection with the Sunday Services. Any unauthorized generation, modification, reproduction, display, redirection, or misuse of Sunday QR codes constitutes a material breach and may result in suspension or termination of the Agreement.

4.5 Payment, Scheme, and Compliance Obligations. In connection with the Sunday Services, Merchant shall comply with:

all applicable federal, state, and local laws and regulations;
all Payment Scheme Rules; and
all requirements imposed by the applicable Payment Service Provider and its sponsoring financial institution.

Merchant acknowledges that where Sunday acts as a Payment Facilitator, Sunday and/or the Payment Service Provider may monitor Merchant activity for compliance purposes. Merchant agrees to cooperate promptly with all reasonable compliance, underwriting, monitoring, chargeback, fraud, or regulatory inquiries. Merchant shall:

Provide all documents and information reasonably required for anti-money laundering (AML), know-your-customer (KYC), sanctions screening (including OFAC), regulatory, underwriting, invoicing, tax, or compliance purposes, including business licenses, identification documents, tax information, banking documentation, and any information required by the applicable Payment Service Provider or sponsoring financial institution;
Maintain accurate, complete, and up-to-date bank account details at all times;
Submit for processing only transactions relating to goods and/or services provided directly by Merchant to Users;
Use the Sunday Services solely for transactions falling within Merchant’s approved business activities and assigned Merchant Category Code (MCC);
Use the Sunday Services exclusively for the processing of payments relating to authorized food and beverage products and services;
Refrain from submitting transactions relating to goods or services outside the scope of its approved activity or MCC without Sunday’s prior written consent;
Refrain from using the Sunday Services to process transactions relating to prohibited or high-risk activities, including without limitation gambling, betting, financial products, payment instruments, lending or credit services, crypto-assets, or any similar activity prohibited by applicable Payment Scheme Rules or Payment Service Provider policies;
Refrain from submitting illegal, fraudulent, deceptive, or Payment-Scheme-damaging transactions;
Comply with all applicable pricing and transaction rules, including restrictions on surcharging, discrimination, or unauthorized limitations on payment methods, except to the extent expressly permitted by applicable law and Payment Scheme Rules;
Ensure that the configuration of its menus, pricing, and point-of-sale (POS) systems complies with Sunday’s technical requirements and Payment Scheme Rules, and that no unauthorized fee, surcharge, or discriminatory cost is applied to Users in connection with the Sunday Services;
Refrain from accepting transactions unrelated to its declared and approved business activity without Sunday’s prior written consent;
Refrain from accepting transactions intended to provide cash advances or cash equivalents to Users unless expressly authorized by the applicable Payment Service Provider;
Process refunds exclusively to the original payment method used for the applicable transaction;
Refrain from processing prepayments where delivery of goods or services occurs more than six (6) months after the transaction date, unless approved by the Payment Service Provider;
Comply with applicable payment authentication and security requirements, including 3-D Secure where required by the Payment Service Provider or Payment Scheme Rules;
Comply with PCI DSS requirements to the extent applicable to Merchant’s systems and environment;
Retain electronic transaction and order records for a minimum of eighteen (18) months;
Cooperate fully with Sunday and the applicable Payment Service Provider in connection with chargebacks, retrieval requests, fraud investigations, regulatory inquiries, security incidents, suspected data breaches, or confirmed data compromises.

Merchant acknowledges that failure to comply with this Section 4.5 may result in the suspension or termination of the Sunday Services in accordance with this Agreement.

4.6 POS Integration and Data Access Authorization. To enable the functioning of the Sunday Services, real-time transaction monitoring, reporting, analytics, and service improvements, Merchant authorizes Sunday to access, integrate with, and interface with Merchant’s point-of-sale (POS) systems and any relevant aggregators, middleware providers, or third-party technology systems used in connection with Merchant’s Establishment(s). Merchant authorizes Sunday to collect, access, process, and analyze transaction and operational data from such systems for purposes consistent with this Agreement.

4.7 Platform Fee. Sunday reserves the right to charge Users a Platform Fee in consideration for access to certain User Services. The Merchant acknowledges that any such Platform Fee is charged by Sunday directly to the User and does not constitute consideration received by or on behalf of the Merchant.

The Merchant shall not represent, describe or present any Platform Fee as a convenience fee, surcharge, merchant service fee, payment processing fee, or any other fee imposed by or on behalf of the Merchant. The Merchant shall not characterize the Platform Fee as a fee assessed in connection with the acceptance of a payment method.

4.8 Operational and Regulatory Responsibilities of the Merchant. Merchant is solely responsible for:

The accuracy, completeness, and ongoing updating of all information and data provided to Sunday, whether relating to its business, its Establishment(s), or any affiliated entities;
Obtaining and maintaining all licenses, permits, registrations, approvals, and authorizations required under applicable federal, state, and local laws to operate its business and to use the Sunday Services for the benefit of its Establishment(s) or affiliated entities;
The security and confidentiality of its Merchant Account and login credentials, and any fraudulent, unauthorized, or improper use of the Merchant Account resulting from Merchant’s failure to comply with this Agreement;
Fulfilling all Orders placed by Users. Merchant acknowledges that Sunday provides solely a technological tool facilitating order placement, order tracking, and the processing of transactions, and does not participate in, control, or assume responsibility for the preparation, quality, delivery, or provision of food, beverage, or hospitality services;
The conditions under which food and beverage services are provided, including the accuracy and updating of menus, product availability, quality of products and services offered, and the proper handling and fulfillment of Orders;
All content made available through the Sunday Services, including any links to third-party websites. Merchant shall be liable for and shall indemnify, defend, and hold harmless Sunday from and against any third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising from such content;
Compliance with all applicable federal, state, and local laws and regulations, including without limitation those relating to product safety, food safety and hygiene, labeling, consumer protection, advertising, and the provision of information to consumers;
The communication and updating of complete and accurate information relating to ingredients, allergens, calories, nutritional disclosures, and any other mandatory product information applicable to the goods and services provided to Users, in accordance with applicable laws in force at the time the Order is placed; and
All tax, payroll, social security, employment, and other administrative consequences arising from its use of the Sunday Services or the provision of its services to any third party or governmental authority.

Merchant acknowledges that it alone is responsible for compliance with such requirements and for any liabilities arising therefrom.

4.9 Relationship with Users. Merchant remains solely responsible for its relationship with Users, including pricing, service performance, refunds, customer service, and legal compliance. Sunday is not a party to any contract between Merchant and Users and assumes no responsibility for Merchant’s goods or services.

4.10 Deployment of the “Sunday for Staff” Application and Merchant Obligations

4.10.1 Access Rights and Staff Lifecycle. Merchant shall reasonably facilitate Sunday’s deployment of the “Sunday for Staff” application by enabling access to relevant members of its staff for purposes of onboarding, initial training, and ongoing use of the application in connection with the Sunday Services.

Such access shall be limited to what is reasonably necessary for the technical deployment, training, support, and proper functioning of the “Sunday for Staff” application during the period in which staff members are engaged by Merchant at the relevant Establishment(s). Merchant remains solely responsible for ensuring that its staff comply with the applicable terms governing use of the “Sunday for Staff” application and all applicable workplace policies.

4.10.2 Communications, Engagement, and Incentives. Sunday may communicate directly with staff members through the “Sunday for Staff” application, including via in-app notifications, email, or SMS communications, for purposes of facilitating adoption and effective use of the Sunday Services, including through engagement features, challenges, educational materials, or incentive mechanisms, in accordance with the applicable terms of use of the “Sunday for Staff” application and applicable law.

Such communications and engagement mechanisms are strictly limited to product usage and operational support. They shall not relate to or interfere with employment decisions, management of staff, working conditions, compensation determinations, scheduling, performance evaluations, disciplinary matters, or any other employer-controlled matters, which remain the exclusive responsibility of Merchant. Merchant represents and warrants that it has obtained, and will maintain, all consents and authorizations required under applicable federal and state communications laws, including the Telephone Consumer Protection Act (TCPA), for the transmission of SMS or other electronic communications to its staff in connection with the “Sunday for Staff” application. Merchant shall indemnify and hold harmless Sunday from and against any claims, damages, penalties, fines, or liabilities arising from a failure to obtain or maintain such required consents, except to the extent resulting from Sunday’s independent violation of applicable communications laws.

4.10.3 Independence and Absence of Employment Relationship. The parties acknowledge that any interactions by Sunday under this Section 4.8 are strictly technical, informational, and tool-related in nature. Nothing in this Agreement, nor any communication or interaction between Sunday and Merchant’s staff, shall be construed as creating any employment relationship, joint employment relationship, agency relationship, partnership, or relationship of control between Sunday and any member of Merchant’s staff. Merchant remains the sole employer of its staff and retains exclusive authority over hiring, supervision, direction, compensation, scheduling, benefits, evaluation, discipline, and termination.

4.10.4 Essential Nature of Cooperation. Merchant acknowledges that reasonable cooperation in connection with Sections 4.10.1 and 4.10.2 is an essential element of the provision of the “Sunday for Staff” application and related Sunday Services. A material failure by Merchant to provide such cooperation may constitute a material breach of this Agreement.

4.11 AI Tips Engine. Merchant acknowledges and agrees that the Sunday Services include a proprietary tipping optimization feature (the “AI Tips Engine”), which is an integral and mandatory component of the Sunday Services. The AI Tips Engine dynamically determines, presents, and optimizes tip suggestions, rounding logic, recommended percentages, display order, formatting logic, and related tipping configurations presented to Users within the Sunday Applications.

Merchant may customize certain visual or aesthetic elements of the tipping interface (including branding elements, color schemes, or display formatting) to the extent expressly permitted within the Back-office Platform. However:

Merchant may not disable, bypass, override, manipulate, or interfere with the AI Tips Engine;
Merchant may not modify the core rounding logic, optimization parameters, suggested tipping amounts, percentage calculations, display sequencing, default configurations, or algorithmic decision-making processes;
Merchant may not implement alternative tipping flows within the Sunday Applications without Sunday’s prior written approval.

Sunday retains sole and exclusive control over the design, configuration, logic, operation, and optimization of the AI Tips Engine, including any machine learning models, algorithms, behavioral optimization mechanisms, and related settings. Merchant acknowledges that the AI Tips Engine is designed to improve User experience and optimize tipping performance in compliance with applicable Payment Scheme Rules and laws. Nothing in this Section creates any guarantee regarding tip amounts or User behavior. The AI Tips Engine and all related technology, models, configurations, and outputs constitute Sunday’s proprietary intellectual property and form part of the Sunday Services under this Agreement.

Section 5 – Activation of the Sunday Services

5.1 Activation by Establishment. The Sunday Services are activated on a per-Establishment basis as of the date on which the Sunday Services are made available in a live production environment for the relevant Establishment (the “Go-Live Date”). The Go-Live Date corresponds to the date on which the Sunday Services are technically enabled, accessible, and capable of being used by Users at the relevant Establishment, whether or not the Merchant elects to actively promote or utilize the Sunday Services at that time.

5.2 Phased Deployment and Pilot Phases. Where the applicable Purchase Order provides for a phased deployment, pilot phase, or staged rollout of the Sunday Services, the Sunday Services shall be deemed activated only for those Establishments expressly identified in such phase. Each Establishment deployed following a pilot phase or phased rollout shall have its own Go-Live Date, corresponding to the date on which the Sunday Services are made available in a live production environment for that Establishment.

5.3 Independence of Activation and Effective Date. Activation of the Sunday Services for a given Establishment is independent from the Effective Date of the Agreement, which governs solely the legal commencement of the Agreement and the applicable Purchase Order. The commencement of billing, application of Fees, and triggering of any charges shall be governed exclusively by the terms set forth in the applicable Purchase Order, regardless of the Effective Date.

Section 6 – Fees, Payment and Settlement

6.1 Applicable Fees. The fees applicable to the Sunday Services (the “Fees”) are defined in the applicable Purchase Order. Unless otherwise stated in the Purchase Order, all Fees are exclusive of sales, use, excise, withholding, or other applicable taxes, duties, or governmental charges (other than taxes based on Sunday’s net income), and are payable in accordance with this Agreement and applicable law.

Merchant acknowledges that any failure to use the Sunday Services, for any reason attributable to Merchant, including lack of adoption, incomplete configuration, downtime within Merchant’s control, or inactivity, shall not affect the Fees payable under the applicable Purchase Order.

6.2 Collection of Fees. Sunday is entitled to collect the Fees due to it by any of the following means, as applicable and as set out in the Purchase Order:

by deduction from transactions processed through the Sunday Applications;
by ACH debit or other authorized withdrawal from Merchant’s designated bank account;
by separate invoicing; and/or
by any other payment method specified in the Purchase Order.

Merchant hereby authorizes Sunday to initiate ACH debits and other lawful payment instructions in accordance with this Section. Merchant agrees to maintain sufficient funds and valid account information to permit such withdrawals. If any payment is rejected, returned, or reversed, Merchant shall remain responsible for the full amount due and any associated fees, including reasonable collection costs. To the fullest extent permitted by law, Merchant authorizes Sunday to exercise contractual set-off rights as described herein.

6.3 Transaction-Related Fees. Fees relating to payment processing are payable with respect to any transaction technically processed through the Sunday Services, including transactions that are authorized, captured, voided, declined, refunded, or subject to chargeback. Merchant acknowledges that technical processing generates costs regardless of the final settlement status of a transaction.

6.4 Invoicing and Payment Terms. Where Fees are invoiced separately, payment is due within thirty (30) days from invoice date unless otherwise specified in the Purchase Order. Any undisputed amount not paid when due shall accrue interest at the lesser of (i) 1.5% per month or (ii) the maximum rate permitted by applicable law, from the due date until paid in full. Merchant shall reimburse Sunday for reasonable costs of collection, including attorneys’ fees, incurred in recovering overdue amounts.

6.5 Additional Services. Additional Sunday Services requested by Merchant may be subject to separate quotation, pricing, and invoicing.

6.6 Annual Adjustment of Fees. Subject to at least thirty (30) days’ prior written notice, the Fees corresponding to recurring subscription charges may be adjusted annually to reflect inflation, increases in third-party costs, or operational expenses. Such adjustment may occur once in any twelve (12) month period and shall not exceed ten percent (10%) per annual period unless otherwise agreed in writing. Such adjustment constitutes a commercially reasonable contractual pricing mechanism and shall not be deemed a material modification of the Agreement.

6.7 Set-Off, Reserves, Withholding and Deferred Settlement. To the fullest extent permitted by applicable law, Sunday may set off any amounts owed by Merchant against any amounts otherwise payable to Merchant. Sunday may establish reserves, withhold, or defer settlement of funds where reasonably necessary due to fraud risk, excessive chargebacks, regulatory inquiry, insolvency risk, suspected breach of this Agreement, instructions from a Payment Service Provider, Payment Scheme requirements, or request by a governmental authority. Such withholding or reserve may be maintained for a period reasonably necessary to protect against anticipated liabilities, including chargebacks, fines, penalties, or fees.

6.8 Disputes Relating to Fees. Any dispute relating to Fees must be notified in writing within thirty (30) days of the date such Fees were communicated or invoiced. Failure to dispute within this period constitutes a waiver of the right to contest such Fees, except in cases of manifest error.

6.9 Effect of Suspension or Termination. Suspension or termination of the Agreement shall not relieve Merchant of its obligation to pay any Fees accrued prior to the effective date of such suspension or termination. Sunday remains entitled to collect Fees relating to transactions processed prior to the effective suspension of the Sunday Services, including transactions initiated prior to termination but settled thereafter. The provisions of this Section shall survive termination of the Agreement.

6.10 Taxes. Merchant is solely responsible for all sales, use, withholding, and other taxes arising from its use of the Sunday Services or from transactions processed through the Sunday Services, except for taxes based solely on Sunday’s net income.

Section 7 – Suspension of the Sunday Services

7.1 Right to Suspend. Sunday reserves the right, in its reasonable discretion, to suspend, with immediate effect, all or part of the Sunday Services, in respect of all or part of the Merchant’s Establishment(s), without liability or compensation, in any of the following circumstances:

Merchant’s breach of any obligation under this Agreement, including without limitation the obligations set out in Section 4;
an actual, suspected, or reasonably anticipated risk to the security, integrity, availability, or proper functioning of the Sunday Services;
any incident or suspected incident of fraud, excessive chargebacks, unauthorized use, data compromise, regulatory non-compliance, or other activity creating financial, legal, or reputational risk;
the filing or commencement of bankruptcy, insolvency, receivership, assignment for the benefit of creditors, liquidation, winding-up, or similar proceedings affecting Merchant, or any financial condition reasonably likely to create material risk to Sunday or the applicable Payment Service Provider; or
any instruction, recommendation, monitoring requirement, or mandate issued by a Payment Service Provider, sponsoring financial institution, Payment Scheme, or governmental or regulatory authority.

7.2 Scope of Suspension. Any suspension implemented pursuant to this Section 7 may be:

total or partial;
limited to certain Sunday Services and/or certain Establishment(s);
limited to transaction processing, settlement, or account access; and/or
temporary or maintained for as long as the circumstances giving rise to the suspension persist.

Sunday may also implement risk mitigation measures, including reserves, settlement delays, transaction monitoring, or volume limitations, in lieu of or in addition to suspension.

7.3 Notice to Merchant. Where reasonably practicable, Sunday shall notify Merchant of the suspension and, where appropriate, identify corrective measures required to restore access. In cases of urgency, fraud risk, regulatory requirement, technical constraint, or instruction from a Payment Service Provider or Payment Scheme, suspension may be implemented without prior notice.

7.4 Financial Effects of Suspension. Suspension of the Sunday Services shall be without prejudice to:

Merchant’s obligation to pay any Fees accrued prior to the effective date of suspension;
Sunday’s right to collect Fees in accordance with Section 6; and
Sunday’s right to withhold or reserve funds as permitted under this Agreement.

Merchant acknowledges that suspension may result in delayed settlement or processing interruptions and agrees that Sunday shall not be liable for losses arising from lawful suspension under this Section.

7.5 No Waiver. Suspension of the Sunday Services shall not constitute termination of this Agreement and shall not be deemed a waiver of any of Sunday’s rights or remedies, including the right to terminate the Agreement pursuant to its terms.

Section 8 – Termination of the Agreement

8.1 Termination for Material Breach. Either party may terminate this Agreement for material breach by the other party, provided that such breach remains uncured fifteen (15) days after written notice specifying the breach in reasonable detail. Without limitation, any breach by Merchant of the obligations set forth in Section 4 shall constitute a material breach for purposes of this Section.

8.2 Immediate Termination by Sunday. Sunday may terminate this Agreement immediately, without prior notice and without liability or compensation, in any of the following circumstances:

where required to do so by a Payment Service Provider, sponsoring financial institution, Payment Scheme, or governmental or regulatory authority;
where the applicable Payment Service Provider terminates or suspends its agreement with Sunday or with Merchant in connection with the Sunday Services;
where Sunday ceases to be authorized, sponsored, or registered as a Payment Facilitator and/or Managed Payment Facilitator, as applicable;
where Merchant submits transactions on behalf of any third party not previously approved in writing by Sunday;
where Merchant engages in fraudulent, deceptive, unlawful, or Payment-Scheme-non-compliant activity;
where Merchant’s fraud rate, chargeback ratio, dispute levels, or regulatory risk profile is deemed excessive by a Payment Service Provider, Payment Scheme, or Sunday acting in good faith;
where Merchant changes its business activity, Merchant Category Code (MCC), ownership structure, or control without prior written approval from Sunday where such approval is required;
where Merchant begins offering goods or services that fall outside its approved business activities; or
where Merchant fails to process any transaction through the Sunday Services for a continuous period of six (6) months.

8.3 Termination for Insolvency or Financial Distress. Sunday may terminate this Agreement immediately upon written notice if Merchant:

files for or becomes subject to bankruptcy, insolvency, receivership, assignment for the benefit of creditors, liquidation, reorganization, or similar proceedings;
admits in writing its inability to pay its debts as they become due;
suspends or threatens to suspend payment of its debts; or
is reasonably determined by Sunday to be in material financial distress that jeopardizes Merchant’s ability to perform under this Agreement.

8.4 Effects of Termination. Upon termination of this Agreement for any reason:

Merchant shall immediately cease using the Sunday Services and any associated software, documentation, or materials;
All Fees and other amounts owed to Sunday shall become immediately due and payable, subject to applicable law;
Sunday shall remain entitled to collect Fees relating to transactions processed prior to the effective termination date, including transactions authorized prior to termination but settled thereafter;
Settlement of funds to Merchant for transactions processed prior to termination shall be subject to the applicable Payment Service Provider’s settlement terms and any rights of reserve, set-off, or withholding permitted under this Agreement; and
Sunday may retain reserves for a reasonable period necessary to cover anticipated chargebacks, refunds, penalties, or liabilities.

Any provisions which by their nature should survive termination, including without limitation provisions relating to confidentiality, data protection, payment obligations, indemnification, limitation of liability, dispute resolution, and survival of rights, shall survive termination.

8.5 No Prejudice to Suspension Rights. Termination of this Agreement is without prejudice to Sunday’s right to suspend the Sunday Services pursuant to Section 7, whether exercised prior to, concurrently with, or independently of termination.

Section 9 – Availability of the Sunday Services, Maintenance and Support

9.1 Availability of the Sunday Services. Subject to scheduled maintenance, force majeure events, and circumstances beyond Sunday’s reasonable control, Sunday shall use commercially reasonable efforts to make the Sunday Services available twenty-four (24) hours per day, seven (7) days per week.

Merchant acknowledges that the availability of the Sunday Services may be affected by technical limitations, security measures, regulatory or compliance requirements, internet connectivity issues, or the performance or availability of third-party service providers involved in the provision of the Sunday Services. Nothing in this Agreement shall be construed as a guarantee of uninterrupted availability, uptime percentage, or error-free performance unless expressly set forth in a separate written service level agreement signed by Sunday.

9.2 Maintenance. Sunday may perform corrective, adaptive, preventive, or emergency maintenance that may result in temporary interruption of all or part of the Sunday Services. Where reasonably practicable, Sunday shall provide advance notice of scheduled maintenance expected to materially affect availability. Emergency maintenance may be performed without prior notice.

9.3 Incidents and Support. In the event of a malfunction, interruption, or anomaly affecting the Sunday Services, Merchant may contact Sunday’s support team at support_us@sundayapp.com (or such other address as notified by Sunday from time to time).

Sunday shall use commercially reasonable efforts to restore affected functionality as soon as reasonably practicable; however, such efforts do not constitute a warranty or guarantee of service levels, response times, or restoration times. Additional information regarding support procedures and assistance modalities may be provided in documentation made available to Merchant, but such documentation does not create binding service level commitments unless expressly stated.

9.4 Third-Party Service Providers. Merchant acknowledges that certain Sunday Services depend on third-party providers, including Payment Service Providers, sponsoring financial institutions, Payment Schemes, telecommunications carriers, hosting providers, and cloud infrastructure providers. To the fullest extent permitted by law, Sunday shall not be liable for any unavailability, interruption, delay, or malfunction attributable to such third-party providers. Except as required by applicable law, such unavailability or malfunction shall not entitle Merchant to any refund, credit, suspension of Fees, or termination of this Agreement.

Section 10 – Evolution of the Sunday Services and the Terms

10.1 Evolution of the Sunday Services. Sunday may modify, enhance, update, replace, or discontinue aspects of the Sunday Services from time to time for technical, security, regulatory, compliance, operational, or continuous improvement purposes. Any statements relating to product roadmaps, anticipated developments, planned features, or future functionality are provided for informational purposes only and do not constitute binding commitments or guarantees as to delivery, availability, or timing. Sunday may introduce new features, modules, or additional services under separate commercial terms. Except as required by applicable law, such evolution shall not result in a material reduction of the core functionality of the Sunday Services subscribed to under the applicable Purchase Order, taken as a whole.

10.2 Changes to the Terms. Sunday may amend these Terms from time to time. Non-material changes that do not materially affect Merchant’s rights or obligations may be implemented without prior notice. Such non-material changes include editorial updates, clarifications, formatting changes, structural reorganizations, or updates necessary to reflect legal or regulatory requirements that do not materially increase Merchant’s obligations or reduce Merchant’s rights.

Material changes shall be communicated to Merchant in advance by reasonable written notice (which may include electronic notice). Immediate amendments may be implemented without prior notice where required by applicable law, regulatory authority, Payment Scheme mandate, security requirement, or fraud prevention obligation.

10.3 Exceptional Adjustment of Fees. Notwithstanding Section 6.6, where the annual adjustment mechanism does not adequately reflect material changes affecting the economic balance of the Agreement, Sunday may adjust the applicable Fees to reflect, including but not limited to:

a substantial increase in fees, assessments, or interchange imposed by Payment Service Providers, sponsoring financial institutions, or Payment Schemes;
changes in applicable laws, regulations, or compliance obligations affecting the Sunday Services; or
a material increase in infrastructure, technology, security, or operational costs necessary to provide the Sunday Services.

Any such adjustment shall be communicated in advance by written notice. If the adjustment results in an increase exceeding the annual adjustment permitted under Section 6.6, Merchant may terminate the Agreement without penalty by written notice within thirty (30) days of receipt of such notice, and such termination shall become effective at the end of the then-current billing cycle.

Section 11 – Liability

11.1 General Standard of Care and Disclaimer of Warranties. Subject to the terms of this Agreement, Sunday shall provide the Sunday Services using commercially reasonable efforts.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SUNDAY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, SUNDAY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SUNDAY SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM DEFECTS.

Sunday does not warrant that the Sunday Services will meet any specific requirements not expressly set out in this Agreement.

11.2 Liability Relating to Payment Services. Merchant acknowledges that payment services are provided in accordance with:

the rules of the applicable Payment Schemes;
the terms and requirements imposed by the applicable Payment Service Providers and sponsoring financial institutions; and
applicable federal, state, and regulatory requirements.

Sunday’s liability in connection with payment services is strictly limited to its role as defined in this Agreement and shall not exceed the obligations imposed upon it in its capacity as a Payment Facilitator and/or Managed Payment Facilitator.

Sunday shall not be liable for:

acts, omissions, decisions, suspensions, or requirements of Payment Schemes, Payment Service Providers, sponsoring financial institutions, or regulatory authorities;
authorization refusals, transaction rejections, chargebacks, retrieval requests, payment reversals, fines, or assessments imposed pursuant to Payment Scheme Rules; or
the suspension, limitation, or termination of payment services imposed by such third parties.

Sunday shall not be liable for losses arising from Merchant’s failure to comply with Payment Scheme Rules or Payment Service Provider requirements.

11.3 No Guarantee of Settlement. Nothing in this Agreement shall be construed as creating any obligation on Sunday to guarantee authorization, settlement, collection, payment, or availability of funds for the benefit of Merchant.

11.4 Exclusion of Certain Damages.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SUNDAY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF CUSTOMERS, LOSS OF DATA, LOSS OF GOODWILL, OR REPUTATIONAL HARM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.5 Limitation of Liability.

EXCEPT FOR LIABILITY ARISING FROM (i) SUNDAY’S FRAUD OR WILLFUL MISCONDUCT, OR (ii) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, SUNDAY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY RECEIVED BY SUNDAY UNDER THE APPLICABLE PURCHASE ORDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.6 Attribution and External Causes. Sunday shall not be liable for any loss or damage resulting from:

Merchant’s breach of its contractual, legal, or regulatory obligations;
any use of the Sunday Services not in accordance with this Agreement;
failure, unavailability, delay, or malfunction attributable to third parties, including without limitation Payment Service Providers, Payment Schemes, telecommunications carriers, internet service providers, cloud providers, or infrastructure providers;
failure or unavailability of Merchant’s internet connectivity or internal systems; or
any force majeure event as defined in this Agreement.

Section 12 – Intellectual Property and Data Rights

12.1 Sunday Intellectual Property Rights. Sunday retains all right, title, and interest, including all intellectual property rights, in and to:

its website, trademarks, logos, domain names, and other distinctive signs;
the Sunday Services, including without limitation the Sunday Applications, software, hardware infrastructure, interfaces, algorithms, developments, and related documentation; and
all content, tools, materials, technology, and elements made available to Merchant in connection with this Agreement.

Subject to Merchant’s compliance with this Agreement, Sunday grants Merchant a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license during the term of the Agreement to access and use the Sunday Services solely for Merchant’s internal business purposes and in accordance with this Agreement. No ownership rights are transferred to Merchant. Merchant shall not remove, alter, or obscure any proprietary notices contained in the Sunday Services. Merchant may reproduce Sunday’s trademarks solely as necessary to use the Sunday Applications in connection with Users and in accordance with brand guidelines communicated by Sunday. Any suggestions, feedback, or ideas provided by Merchant regarding the Sunday Services may be used by Sunday without restriction or compensation, and Merchant hereby assigns any related rights to Sunday.

12.2 Merchant Data and User Data. Merchant retains ownership of all data relating to the Merchant, its activity and its Establishment(s) (“Merchant Data”). Merchant grants Sunday a non-exclusive, worldwide, royalty-free, fully paid-up license for the duration necessary to provide the Sunday Services to use, host, store, process, modify, reproduce, and display Merchant Data solely for purposes of:

performing this Agreement;
operating and supporting the Sunday Services; and
improving, enhancing, and developing the Sunday Services.

Merchant is solely responsible for:

the accuracy, quality, legality, and content of Merchant Data;
the means by which Merchant Data is collected; and
any use of Merchant Data outside the Sunday Services.

Merchant represents and warrants that it possesses all rights and permissions necessary to grant the foregoing license.

To the extent Merchant Data or User Data includes personal information, processing shall be governed by Section 14 (Data Protection) and the applicable data processing addendum available at https://sundayapp.com/dpa/. Merchant acknowledges that User Data is collected and processed by Sunday as an independent business (and not as Merchant’s processor or service provider), subject to applicable privacy laws and the choices made by Users. Subject to applicable law, Sunday may use User Data to provide, personalize, and market products, offers, or services, including those of third-party commercial partners. Merchant agrees that such use does not constitute customer diversion, unfair competition, or misappropriation.

12.3 Aggregated and Anonymized Data. Merchant grants Sunday a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use Merchant Data, User Data, and any personal data contained therein, in de-identified, anonymized, or aggregated form, to create data sets that do not identify and cannot reasonably be used to identify, directly or indirectly, Merchant, any individual User, or any other identifiable person (“Derived Data”).

Sunday may use Derived Data for any lawful purpose, including to:

operate, maintain, enhance, and improve the Sunday Services and User Services;
develop, train, test, validate, and refine algorithms, machine learning models, artificial intelligence systems, statistical tools, and related technologies;
generate market analyses, benchmarking reports, trend analyses, and industry statistics; and
commercialize, license, distribute, publish, or otherwise exploit such Derived Data.

Sunday shall own and retain all right, title, and interest, including all Intellectual Property Rights, in and to the Derived Data and any resulting models, analytics, reports, or outputs, without obligation to Merchant and without restriction. For clarity, Derived Data shall not include information that reasonably permits the identification of any individual User or Merchant.

12.4 Merchant Trademarks. Merchant grants Sunday a non-exclusive, royalty-free license during the term of the Agreement to reproduce and display Merchant’s trademarks solely to identify Merchant as a customer of Sunday, including in marketing, case studies, or promotional materials. Merchant retains ownership of its trademarks and shall indemnify, defend, and hold harmless Sunday from and against any third-party claims arising from Merchant’s trademarks or any content provided by Merchant.

12.5 Intellectual Property Infringement Indemnity. Sunday shall defend Merchant against any third-party claim alleging that the Sunday Services, as provided by Sunday and used in accordance with this Agreement, infringe a valid U.S. intellectual property right, and shall indemnify Merchant for any damages finally awarded by a court of competent jurisdiction or agreed in settlement, provided that:

Merchant promptly notifies Sunday in writing of the claim;
Merchant grants Sunday sole control of the defense and settlement; and
Merchant reasonably cooperates in the defense.

If the Sunday Services become, or in Sunday’s reasonable opinion are likely to become, the subject of an infringement claim, Sunday may, at its option and expense:

procure the right for Merchant to continue using the Sunday Services;
replace or modify the Sunday Services to make them non-infringing; or
terminate the affected services and refund prepaid unused Fees on a pro rata basis.

This Section 12.5 sets forth Sunday’s sole liability and Merchant’s exclusive remedy with respect to any intellectual property infringement claim.

Section 13 – Confidentiality

Each party (“Receiving Party”) agrees to maintain the confidentiality of all Confidential Information disclosed by the other party (“Disclosing Party”) and to use such Confidential Information solely for purposes of performing or exercising its rights under this Agreement. Confidential Information may be disclosed only to the Receiving Party’s employees, officers, directors, contractors, professional advisers, auditors, or service providers who have a legitimate need to know such information for purposes of the Agreement, provided that such recipients are bound by written confidentiality obligations no less protective than those set forth herein. The Receiving Party remains responsible for any breach of this Section by its representatives.

The confidentiality obligations set forth in this Section shall apply during the term of the Agreement and for a period of five (5) years following termination or expiration. Notwithstanding the foregoing, trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.Nothing in this Section shall prevent disclosure of Confidential Information: (i) to the extent required by applicable law, regulation, subpoena, court order, or governmental authority, provided that, where legally permitted, the Receiving Party gives prompt written notice to the Disclosing Party and reasonably cooperates in seeking confidential treatment; or (ii) where necessary for the provision of the Sunday Services, including to Payment Service Providers, sponsoring financial institutions, Payment Schemes, auditors, professional advisers, or authorized subcontractors, provided that such recipients are subject to confidentiality obligations no less protective than those set forth herein.

Upon termination of the Agreement or upon written request, each party shall, at the Disclosing Party’s option, return or destroy Confidential Information, except for copies retained for archival, legal, or regulatory compliance purposes.

Each party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages may be insufficient, and that the Disclosing Party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law.

Section 14 – Personal Data and Payment Data

14.1 Personal Information. In connection with the provision of the Sunday Services, Sunday may collect and process personal information relating to Merchant, Merchant’s personnel, and Users. Merchant acknowledges that such processing is carried out in accordance with:

the Sunday User Privacy Policy available at https://sundayapp.com/privacy-policy/ ; and
the Sunday Merchant Privacy Policy available at https://sundayapp.com/privacy-policy-waiters-personnel/, each as updated from time to time in accordance with applicable law.

14.2 Applicable Data Protection Regime and Data Processing Addendum. To the extent Sunday processes personal information on behalf of Merchant as a “service provider” or “processor” within the meaning of applicable U.S. federal or state privacy laws (including, where applicable, the California Consumer Privacy Act as amended by the California Privacy Rights Act (CCPA/CPRA)), such processing shall be governed by the applicable Data Processing Addendum (“DPA”) made available by Sunday at https://sundayapp.com/dpa/, which is incorporated by reference into this Agreement. In the event of any conflict between this Section 14 and the DPA, the DPA shall control with respect to such processing activities. Nothing in this Agreement restricts Sunday from processing personal information as an independent business or controller where such processing is independently determined by Sunday and permitted under applicable law.

14.3 Payment Data and Security. To the extent Sunday stores, processes, or transmits cardholder data on behalf of Merchant, Sunday shall comply with applicable PCI DSS requirements during the term of the Agreement. Merchant acknowledges that Sunday relies on reputable third-party Payment Service Providers and sponsoring financial institutions for the storage and processing of cardholder data and that such providers are responsible for maintaining their own PCI DSS compliance. Sunday’s responsibility for payment data security is limited to data directly stored or processed by Sunday; and the extent to which Sunday’s systems materially impact the security of the cardholder data environment, and is subject to the limitations of liability set forth in this Agreement.

14.4 Staff Personal Information. Merchant acknowledges that, in connection with the Sunday Services, including the “Sunday for Staff” application, certain personal information relating to Merchant’s staff (such as first name, contact details, and user credentials) may be transmitted to Sunday for onboarding, account administration, operational notifications, and product-related communications. Merchant represents and warrants that it has:

provided all required privacy notices to its staff;
obtained all necessary consents where required by applicable law; and
established an appropriate lawful basis for such processing under applicable federal and state privacy and employment laws.

Merchant remains solely responsible for compliance with all employment and privacy obligations relating to its personnel and shall indemnify, defend, and hold harmless Sunday from and against any claims, penalties, or liabilities arising from Merchant’s failure to comply with such obligations.

Section 15 – Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by events beyond its reasonable control (“Force Majeure Event”), including without limitation acts of God, natural disasters, fire, flood, earthquake, pandemic, epidemic, governmental action, war, terrorism, labor disputes (excluding those involving the affected party’s own employees), power outages, telecommunications failures, internet service disruptions, or widespread cyber incidents. The affected party shall:

promptly notify the other party of the Force Majeure Event;
use commercially reasonable efforts to mitigate its effects; and
resume performance as soon as reasonably practicable.

Performance of the affected obligations shall be suspended for the duration of the Force Majeure Event. Obligations to pay undisputed amounts due under this Agreement shall not be excused by a Force Majeure Event. If a Force Majeure Event continues for more than thirty (30) consecutive days and materially prevents performance of a substantial portion of the Sunday Services, either party may terminate the Agreement upon written notice, without liability for such termination.

Section 16 – Insurance

Each party shall, during the term of this Agreement, maintain commercially reasonable insurance coverage with reputable insurers, including:commercial general liability insurance; professional liability (errors and omissions) insurance; and such other insurance as may be customary for businesses of similar size and industry. Such insurance shall provide coverage for bodily injury, property damage, and financial loss arising out of the performance of this Agreement. Upon reasonable request, each party shall provide a certificate of insurance or other reasonable evidence of coverage. The Merchant shall ensure that its Establishments and, where applicable, its Affiliates maintain insurance coverage consistent with this Section. The existence of insurance shall not limit or reduce either party’s liability under this Agreement.

Section 17 – Compliance with Laws; Anti-Bribery; Sanctions

17.1 Compliance with applicable laws. Each party shall, in connection with the performance of this Agreement, comply with all applicable federal, state and local laws, regulations and industry standards, including, where applicable, Payment Scheme Rules, as amended from time to time. Each party shall refrain from engaging in any activity that is unlawful or that would cause the other party to be in violation of applicable laws or regulations in any jurisdiction relevant to the provision of the Sunday Services. Without limitation, the Merchant shall comply with all applicable consumer protection, food safety, employment, data protection, payment processing, and anti-money laundering laws.

17.2 Anti-bribery and anti-corruption. Each party represents, warrants and covenants that it shall comply, and shall ensure that its employees, officers, directors, agents, partners and subcontractors comply with all applicable anti-bribery and anti-corruption laws and regulations, including, without limitation: the U.S. Foreign Corrupt Practices Act (FCPA) and any other applicable laws relating to bribery, corruption, improper payments or similar conduct.Each party represents and warrants that it has not made, offered, authorised, requested or received any unlawful payment, gift, bribe, rebate or other improper advantage in connection with the Agreement, and undertakes not to engage in any such conduct during the term of the Agreement.

17.3 Sanctions and restricted parties. Each party represents and warrants that:

it is not listed on, owned or controlled by any person listed on, or acting on behalf of any person listed on, any sanctions list administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, or any other applicable governmental authority; and
it shall not use the Sunday Services in violation of any applicable economic sanctions laws or regulations.

17.4 Anti-money laundering. The Merchant shall comply with all applicable anti-money laundering (AML) and counter-terrorist financing laws and regulations and shall not use the Sunday Services to process transactions involving unlawful funds or prohibited activities.Section 18 – Miscellaneous

Section 18 – Miscellaneous

18.1 Governing Law and Jurisdiction. This Agreement and any dispute, claim or controversy arising out of or relating to its formation, validity, interpretation, performance or termination (including non-contractual claims) shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute amicably. If no resolution is reached within thirty (30) days after written notice of the dispute, each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the resolution of such dispute. Each party hereby waives, to the fullest extent permitted by law, any right to a trial by jury in connection with any dispute arising out of or relating to this Agreement. Each party agrees that any dispute arising out of or relating to this Agreement shall be brought solely in its individual capacity and not as a plaintiff or class member in any purported class, consolidated or representative proceeding.

18.2 Assignment. Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, either party may assign this Agreement without consent in connection with (i) a merger, consolidation or similar corporate transaction; (ii) a sale of all or substantially all of its assets; or (iii) a change of control, provided that the assignee assumes all obligations under this Agreement. Any assignment involving the Merchant shall remain subject to applicable AML/KYC requirements and, where applicable, the approval of the relevant Payment Service Provider.

18.3 Subcontracting. Sunday may subcontract all or part of the performance of the Sunday Services to third parties. Sunday shall remain responsible for the performance of its obligations under this Agreement in accordance with its terms.

18.4 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, fiduciary relationship or employment relationship between the parties. Each party’s personnel shall remain under the exclusive control and supervision of that party.

18.5 Waiver. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such right, power or remedy.

18.6 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely reflects the original intent and economic effect.

18.7 Allocation of Risk; No Hardship. The parties acknowledge that this Agreement allocates the risks associated with its performance. Except as expressly provided herein, neither party shall be entitled to renegotiate, suspend or terminate this Agreement on the basis of hardship, changed circumstances or economic imbalance.

18.8 Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by email to the contact details specified in the applicable Purchase Order or to such other address as may be designated by a party in writing.

18.9 No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement shall confer any rights or remedies upon any person or entity other than the parties.

18.10 Entire Agreement. This Agreement, including the applicable Purchase Order and any documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, discussions, representations and understandings, whether written or oral. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation, warranty, statement or undertaking not expressly set out in this Agreement. In the event of any conflict or inconsistency between the documents forming the Agreement, the order of precedence set out at the beginning of these Terms shall apply.