Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (whether as an individual or on behalf of an entity, "you" or "your") and FornaxLink, LLC ("FornaxLink," "we," "us," or "our") governing your access to and use of the Tavvi platform, including the point-of-sale system, consumer mobile application, and related services (collectively, the "Service").

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Service.

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or through the Service. Your continued use of the Service after such modifications constitutes your acceptance of the updated Terms.

2. Eligibility and Account Registration

2.1 Eligibility

To use the Service, you must:

• Be at least 18 years of age (or the legal age of majority in your jurisdiction)
• Have the legal capacity to enter into a binding contract
• Not be prohibited from using the Service under applicable laws
• For merchants: operate a legitimate business in compliance with applicable laws

2.2 Account Registration

When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials secure and confidential
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access or security breach

2.3 Business Verification

Merchants must complete our verification process, which may include:

• Providing valid government-issued identification
• Submitting business registration documents
• Providing tax identification numbers
• Undergoing identity and background verification

We reserve the right to deny or revoke access if verification requirements are not met or if false information is provided.

3. Description of Services

3.1 Point-of-Sale Platform

For merchants, the Service provides:

• Transaction processing and payment acceptance
• Inventory and menu management
• Staff management and scheduling
• Sales analytics and reporting
• Customer relationship management
• Kitchen display and order management systems
• Receipt generation and printing

3.2 Consumer Application

For consumers, the Service provides:

• Store discovery and browsing
• Mobile ordering and payment
• Loyalty programs and rewards
• Order tracking and history
• Digital receipts and transaction records

3.3 Service Availability

We strive to maintain Service availability but do not guarantee uninterrupted access. We may temporarily suspend the Service for maintenance, updates, or security purposes. We will endeavor to provide advance notice when possible.

4. Payment Terms

4.1 Payment Processing

Payment processing is provided through Stripe and other authorized payment processors. By using payment features, you agree to:

• Stripe's terms of service and connected account agreement
• Applicable card network rules (Visa, Mastercard, American Express, Discover)
• All applicable laws governing electronic payments

4.2 Merchant Fees

Merchants agree to pay applicable fees, which may include:

• Transaction processing fees (percentage of transaction plus fixed fee per transaction)
• Subscription fees for premium features (if applicable)
• Hardware costs for POS terminals (if purchased)
• Chargeback and dispute fees

Current fee schedules are provided during onboarding and may be updated with 30 days' notice.

4.3 Payouts

Merchant funds are paid out according to the payout schedule established during onboarding, typically within 2-7 business days after transaction settlement. We may hold funds if:

• Fraud or suspicious activity is detected
• Chargebacks or disputes are pending
• Account verification is incomplete
• Legal or regulatory requirements mandate holds

4.4 Refunds and Chargebacks

Merchants are responsible for:

• Processing refunds in accordance with their stated refund policies
• Responding to chargeback disputes within required timeframes
• Paying chargeback fees regardless of dispute outcome
• Maintaining chargeback rates within acceptable thresholds

Excessive chargebacks may result in account suspension or termination.

5. Acceptable Use

5.1 Prohibited Activities

You agree not to use the Service to:

• Violate any applicable laws, regulations, or third-party rights
• Process transactions for illegal goods or services
• Engage in fraud, money laundering, or other financial crimes
• Sell prohibited items including controlled substances, weapons, counterfeit goods, or age-restricted products without proper verification
• Interfere with or disrupt the Service or servers
• Attempt to gain unauthorized access to any systems or data
• Transmit malware, viruses, or other harmful code
• Harass, abuse, or harm other users
• Impersonate others or misrepresent your affiliation
• Scrape, harvest, or collect data from the Service without authorization
• Circumvent or manipulate fees, billing, or payment systems

5.2 Prohibited Business Types

The following business types are prohibited from using the Service:

• Illegal gambling or unlicensed gaming operations
• Adult content or services
• Unlicensed pharmaceutical or drug sales
• Multi-level marketing or pyramid schemes
• Weapons, ammunition, or explosives
• Counterfeit or stolen goods
• Businesses on OFAC sanctions lists
• High-risk activities as determined by payment processors

5.3 Compliance

You are solely responsible for ensuring your use of the Service complies with all applicable laws, including but not limited to:

• Tax collection and remittance obligations
• Consumer protection laws
• Data protection and privacy regulations
• Industry-specific regulations (food safety, alcohol licensing, etc.)

6. Intellectual Property

6.1 Our Intellectual Property

The Service and its original content, features, and functionality are owned by FornaxLink and are protected by copyright, trademark, and other intellectual property laws. This includes:

• The Tavvi and FornaxLink names, logos, and branding
• Software, code, and technical implementations
• User interface designs and visual elements
• Documentation and written content

6.2 License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purposes. This license does not include the right to:

• Modify, adapt, or create derivative works
• Reverse engineer, decompile, or disassemble the Service
• Remove any copyright or proprietary notices
• Transfer or sublicense your rights to others

6.3 Your Content

You retain ownership of content you submit through the Service (product images, descriptions, business information). By submitting content, you grant us a worldwide, royalty-free license to use, display, and distribute such content as necessary to provide the Service.

7. Disclaimers

7.1 Service Provided "As Is"

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

7.2 No Guarantee of Results

We do not warrant that:

• The Service will meet your specific requirements
• The Service will be uninterrupted, timely, secure, or error-free
• Results obtained from using the Service will be accurate or reliable
• Any errors in the Service will be corrected

7.3 Third-Party Services

We are not responsible for any third-party services, including payment processors, hardware providers, or integration partners. Your use of third-party services is governed by their respective terms and policies.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• FORNAXLINK SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES
• OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $100
• WE ARE NOT LIABLE FOR LOSSES RESULTING FROM: UNAUTHORIZED ACCESS TO YOUR ACCOUNT, MERCHANT PRODUCTS OR SERVICES, THIRD-PARTY ACTIONS, OR CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL

Some jurisdictions do not allow the exclusion of certain warranties or limitations on liability, so the above limitations may not apply to you.

9. Indemnification

You agree to indemnify, defend, and hold harmless FornaxLink, its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any third-party rights
• Your content or products/services sold through the Service
• Any dispute between you and a customer or other user

10. Termination

10.1 Termination by You

You may terminate your account at any time by contacting us or through account settings. Upon termination:

• Your access to the Service will be revoked
• Outstanding transactions will be processed
• Final payouts will be made according to the payout schedule
• Some information may be retained as required by law

10.2 Termination by Us

We may suspend or terminate your access immediately, without notice, if:

• You violate these Terms or any applicable policies
• We detect fraud, suspicious activity, or security risks
• Your chargeback rate exceeds acceptable thresholds
• Required by law or regulatory authorities
• Your account remains inactive for an extended period

10.3 Effect of Termination

Upon termination, all licenses granted to you terminate immediately. Sections relating to intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution survive termination.

11. Dispute Resolution

11.1 Informal Resolution

Before initiating formal dispute resolution, you agree to contact us at legal@fornaxlink.com to attempt informal resolution. Most disputes can be resolved through direct communication.

11.2 Arbitration Agreement

If informal resolution is unsuccessful, you agree that any dispute, claim, or controversy arising from or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.

• The arbitration will be conducted in English
• The arbitrator's decision will be final and binding
• Judgment may be entered in any court of competent jurisdiction
• Each party will bear its own costs, with arbitration fees split equally

11.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

11.4 Exceptions

This arbitration agreement does not apply to:

• Claims for injunctive relief to prevent intellectual property infringement
• Small claims court actions within jurisdictional limits
• Disputes where arbitration is prohibited by law

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any legal action not subject to arbitration shall be brought exclusively in the state or federal courts located in Delaware.

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and FornaxLink regarding the Service.

13.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

13.3 Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of such right or provision.

13.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations without restriction.

13.5 Force Majeure

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or infrastructure failures.

13.6 Notices

We may provide notices to you via email, through the Service, or by posting on our website. You may provide notices to us at the contact information below.

14. Contact Information

For questions about these Terms or the Service, please contact us: