Hi! Pierce Merchant Services Agreement

Version: 2026-08-14-domain-1   Effective: August 14, 2026

This Merchant Services Agreement (the “Agreement”) is between Pierce Inc, doing business as Hi! Pierce (“Hi! Pierce,” “we,” “us,” or “our”), and the business identified during signup (“Merchant,” “you,” or “your”). This Agreement governs Merchant’s access to and use of Hi! Pierce websites, software, ordering, payment, menu, marketing, reservation, delivery-integration, hosting, domain, support, and related services (collectively, the “Services”). The person accepting this Agreement represents that they are at least 18 years old and have authority to bind Merchant.

1. Agreement structure and service order

This Agreement includes the plan, pricing, transaction fees, commissions, trial terms, setup fees, add-ons, and other commercial terms shown to Merchant during signup or in a later written order form (each, a “Service Order”). It also incorporates the then-current Terms of Use and Privacy Policy. If documents conflict, a signed Service Order controls over this Agreement for its specific commercial terms, this Agreement controls over the general Terms of Use for Merchant’s use of the Services, and the Privacy Policy controls for our privacy practices.

2. Accounts, authorized users, and accurate information

Merchant must provide complete and accurate business, tax, menu, pricing, banking, contact, location, and operational information and keep it current. Merchant is responsible for all activity under its accounts, for limiting access to authorized personnel, and for protecting credentials, devices, API keys, and access links. Merchant must promptly notify us at support@hipierce.com of suspected unauthorized access or a change in the authority of an account administrator.

3. Merchant operations and legal compliance

Merchant is solely responsible for its business and products, including licenses and permits; food preparation, storage, labeling, safety, and sanitation; alcohol and age-restricted sales; allergen and ingredient disclosures; accessibility; employment practices; taxes; and compliance with all applicable laws. Merchant controls whether to accept, reject, modify, refund, or fulfill an order, subject to the Service Order and applicable law. Hi! Pierce is a technology provider and is not the restaurant, food preparer, seller of Merchant’s products, employer of Merchant’s personnel, or provider of regulated professional advice.

4. Menus, prices, availability, and AI-assisted tools

Merchant authorizes Hi! Pierce to receive, store, reproduce, format, and display menus, photographs, logos, product descriptions, pricing, hours, and other materials Merchant supplies (“Merchant Content”) to provide and improve the Services. Merchant represents that it owns Merchant Content or has all rights needed to provide it and that it is accurate, lawful, and not misleading.

When Merchant or an administrator uploads menu images or files, Hi! Pierce may use optical character recognition, machine learning, and third-party artificial-intelligence service providers to extract information and generate draft categories, items, descriptions, options, prices, dietary labels, and other menu data. AI-generated output can be incomplete or incorrect. Merchant must review and approve material menu information—including prices, allergens, dietary claims, taxes, and availability—before relying on or publishing it. Merchant must not upload payment-card data, government identifiers, medical records, or other sensitive personal information in menu files.

5. Orders, customers, refunds, and chargebacks

Unless a Service Order expressly states otherwise, each order is a transaction between Merchant and its customer. Merchant is responsible for product quality, fulfillment, substitutions, customer service, refunds, recalls, and legally required receipts or disclosures. Merchant will honor valid orders and prices transmitted through the Services, except where cancellation is reasonably necessary because of fraud, safety, legal restrictions, or an obvious error. Merchant is responsible for chargebacks, reversals, refunds, penalties, and losses caused by Merchant’s acts, omissions, products, fulfillment, inaccurate information, or violation of this Agreement.

6. Fees, billing, payment processing, and taxes

Merchant will pay all fees described in the applicable Service Order. Recurring fees are billed in advance unless stated otherwise; transaction-based fees, commissions, adjustments, and reimbursements may be deducted from settlement amounts or invoiced. Except where required by law or expressly stated in a Service Order, setup and usage fees are nonrefundable. Overdue undisputed amounts may result in suspension and may accrue the lesser of 1.5% per month or the maximum lawful rate, plus reasonable collection costs.

Payment services may be provided by Stripe or another third-party payment processor under that provider’s terms. Merchant authorizes Hi! Pierce and the processor to create and maintain payment accounts, verify business information, process transactions, debit fees and adjustments, hold or delay funds when reasonably required for risk or legal compliance, and share information necessary to provide payment services. Merchant is responsible for its sales, use, meals, alcohol, excise, and similar taxes, except taxes imposed on Hi! Pierce’s net income. Merchant must provide accurate tax settings; Hi! Pierce does not provide tax advice.

7. Customer data and privacy responsibilities

Each party will comply with applicable privacy and data-protection laws. Merchant is responsible for providing notices and obtaining permissions required for Merchant’s collection and use of customer data, including marketing communications. Merchant may use customer information received through the Services only to fulfill orders, provide requested service, prevent fraud, comply with law, and for other purposes permitted by applicable law and disclosed to the customer. Merchant may not sell customer data obtained solely through the Services or use it for unlawful discrimination, harassment, or unsolicited messaging.

To the extent Hi! Pierce processes personal information on Merchant’s behalf, Hi! Pierce will process it to provide, secure, support, and improve the Services and as otherwise described in the Privacy Policy. Each party will maintain reasonable administrative, technical, and physical safeguards appropriate to the information it handles and will cooperate reasonably regarding legally required privacy requests and security incidents.

8. Communications

Merchant authorizes Hi! Pierce to send service, security, billing, order, and account communications to the email addresses and phone numbers Merchant provides. Consent to marketing messages, where required, will be requested separately and is not a condition of purchasing the Services. Message and data rates may apply to SMS. Merchant is responsible for ensuring operational contact information remains current.

9. Acceptable use

Merchant will not: use the Services unlawfully; submit malicious code; interfere with security or availability; probe or access systems without authorization; misrepresent identity or affiliation; infringe another person’s rights; use the Services to facilitate fraud or deceptive practices; scrape or reverse engineer the Services except where law prohibits restriction; resell the Services without written permission; or upload content that is unlawful, defamatory, discriminatory, obscene, or harmful. We may investigate suspected misuse and suspend access when reasonably necessary to protect customers, Merchants, Hi! Pierce, or the Services.

10. Intellectual property and feedback

Hi! Pierce and its licensors own the Services, software, documentation, designs, and related intellectual property. Subject to this Agreement and payment of applicable fees, Hi! Pierce grants Merchant a limited, nonexclusive, nontransferable, revocable right to use the Services for Merchant’s internal business operations during the term. Merchant retains ownership of Merchant Content and grants Hi! Pierce a worldwide, nonexclusive, royalty-free license to host, copy, modify, format, transmit, display, and create operational derivatives of Merchant Content solely to provide, secure, support, market Merchant’s storefront, and improve the Services. Merchant grants Hi! Pierce permission to identify Merchant as a customer and display Merchant’s name and marks in the Services; Merchant may revoke promotional use by written notice. Feedback may be used without restriction or compensation, provided it does not identify confidential information.

11. Domains, hosting, integrations, and third parties

Domain registration, DNS, hosting, delivery, maps, analytics, payment, messaging, and other integrations may depend on third parties. Merchant must comply with applicable third-party terms and is responsible for accounts or credentials it controls. Domain availability is not guaranteed. Unless a Service Order states that Hi! Pierce is the registrant, Merchant is responsible for registering, renewing, and maintaining its custom domain. We are not responsible for third-party services, outages, policy changes, acts, or omissions, but will use commercially reasonable efforts to support integrations we offer.

If Merchant elects a Hi! Pierce Managed Domain during signup, Merchant authorizes Hi! Pierce to register the selected standard-priced domain through Cloudflare after a final availability and price check. The first-year charge is Cloudflare’s quoted registration cost plus a $10 management fee and is non-refundable after successful registration. Annual renewal is Cloudflare’s quoted renewal cost plus a $10 management fee and is billed before the registrar’s renewal window. Hi! Pierce will hold and administer the registration in its Cloudflare account and grants Merchant exclusive use while the Managed Domain subscription remains active and the account is in good standing. Merchant must promptly complete any registrant verification or other required action. Premium and unsupported domains are excluded. A failed registration will not be silently substituted with another domain; the Managed Domain charge will be canceled or refunded. Transfer requests are subject to registry restrictions, security verification, payment of outstanding amounts, and reasonable administrative processing.

12. Confidentiality

“Confidential Information” means nonpublic business, technical, financial, security, customer, or product information disclosed by one party to the other that reasonably should be understood as confidential. The receiving party will use Confidential Information only to perform or exercise rights under this Agreement, protect it using at least reasonable care, and disclose it only to personnel and service providers who need to know and are bound by confidentiality obligations. These duties do not apply to information that is lawfully public, already known without restriction, independently developed, or lawfully received from another source. A legally compelled disclosure is permitted after reasonable advance notice where lawful.

13. Service availability, changes, and support

We may update the Services to improve functionality, security, compliance, or reliability. Temporary interruptions may occur for maintenance, emergencies, third-party failures, or events beyond reasonable control. Unless a Service Order contains a specific service-level commitment, the Services are provided without a guaranteed uptime. We may discontinue a material paid feature on reasonable advance notice when practicable and will provide any remedy expressly required by the applicable Service Order or law.

14. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR EXPRESS COMMITMENTS IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HI! PIERCE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HI! PIERCE DOES NOT WARRANT THAT THE SERVICES OR AI-GENERATED OUTPUT WILL BE ERROR-FREE, UNINTERRUPTED, OR SUITABLE FOR A PARTICULAR LEGAL, TAX, SAFETY, OR BUSINESS PURPOSE.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. HI! PIERCE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) $300 OR (B) FEES PAID BY MERCHANT TO HI! PIERCE DURING THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

The limitations above do not apply to liability that cannot lawfully be limited, or to Merchant’s payment obligations, misuse of the Services, infringement or misappropriation of intellectual property, breach of confidentiality, or indemnification obligations.

16. Indemnification

Merchant will defend, indemnify, and hold harmless Hi! Pierce and its affiliates, officers, directors, employees, and agents from third-party claims, investigations, damages, judgments, penalties, and reasonable legal fees arising from: Merchant’s products or operations; foodborne illness, allergens, injury, or property damage caused by Merchant; Merchant Content; Merchant’s violation of law; taxes Merchant is responsible for; or Merchant’s breach of this Agreement. Hi! Pierce will promptly notify Merchant of a covered claim, allow Merchant to control the defense with qualified counsel, and provide reasonable cooperation. Merchant may not settle a claim in a way that admits fault by or imposes obligations on Hi! Pierce without written consent.

17. Term, suspension, and termination

This Agreement begins when Merchant accepts it and continues until terminated. Either party may terminate for convenience on 30 days’ written notice unless a Service Order states a committed term. Either party may terminate for an uncured material breach after 10 days’ written notice, or immediately for fraud, illegality, material security risk, insolvency, or a breach that cannot be cured. We may suspend affected Services while a material breach, overdue amount, fraud risk, or security threat continues. Upon termination, Merchant must pay accrued amounts; licenses to use the Services end; and each party will return or delete Confidential Information when legally and operationally appropriate. Provisions that by their nature should survive will survive, including payment, intellectual property, confidentiality, disclaimers, limitations, indemnification, disputes, and recordkeeping.

18. Changes to this Agreement

We may update this Agreement to reflect changes in law, security, technology, or the Services. We will provide reasonable notice of material changes by email, account notice, or another conspicuous method. If a change materially reduces Merchant’s rights during a committed paid term, it will generally take effect at renewal unless required sooner by law or security needs. We may require Merchant to affirmatively accept an updated version. Continued use after the effective date of a properly noticed update constitutes acceptance to the extent permitted by law.

19. Governing law and disputes

This Agreement is governed by California law, without regard to conflict-of-law rules. The state and federal courts located in San Francisco County, California have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there. Before filing a claim, the parties will attempt in good faith for at least 30 days to resolve the dispute through business representatives, except where immediate injunctive relief is reasonably necessary.

20. General terms

The parties are independent contractors; this Agreement does not create employment, agency, partnership, fiduciary, franchise, or joint-venture relationships. Merchant may not assign this Agreement without our written consent; Hi! Pierce may assign it in connection with a merger, reorganization, financing, or sale of all or substantially all relevant assets. Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. Notices to Merchant may be sent to its account email. Legal notices to Hi! Pierce must be sent to legal@hipierce.com and Pierce Inc, 110 16th Street Suite 1460, Denver, CO 80202, US. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. This Agreement and incorporated documents are the entire agreement regarding the Services and may be executed electronically and in counterparts.

21. Electronic acceptance

By checking the required acceptance boxes and selecting “Create account,” the signer intends to sign electronically, confirms they had an opportunity to review and retain this Agreement and incorporated policies, and agrees that the electronic record of acceptance may be used as evidence of the Agreement. A copy of the current Agreement may be printed or saved from this page. Questions may be sent to legal@hipierce.com.