Lula's Standard Platform Terms
Last Updated: May 19, 2026 | Effective Date: May 19, 2026
All usage of Lula's Services is subject to this Master Services Agreement ("Agreement") as indicated by your acknowledgement in an Order Form and/or Sign-Up Form and/or by your continued usage of Lula's platform. This Agreement is between you ("Customer," "you," "your") and Lula, Inc. ("Service Provider," "Lula," "we," or "us") with principal offices located at 18 Hancock Court, Voorhees, NJ 08043. The Customer and Service Provider are sometimes collectively referred to herein as the "Parties" and individually as a "Party."All usage of Lula’s Services is subject to this Master Services Agreement (“Agreement”) as indicated by your acknowledgement in an Order Form and/or by your continued usage of Lula’s platform. This Agreement is between you (“Customer”, “you”, “your”) and Lula, Inc. (“Service Provider” “Lula” “we” or “us”) with offices located at 3230 Market Street, 4th floor, Philadelphia, PA 19104. The Customer and Service Provider are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.
Customer wishes to be provided with the services (collectively, the "Services" as defined below) by Service Provider and the Service Provider agrees to provide the Services to the Customer in accordance with the terms and conditions of this Agreement. As part of the Services, Lula, Inc. will provide you with use of certain software tools, including a middleware integration platform connecting Operators to third-party delivery marketplaces (including but not limited to Grubhub, Uber Eats, and DoorDash), first-party digital commerce infrastructure, AI-powered automation tools, self-serve SaaS products, and additional services described herein. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement, including any materials incorporated by reference, including Lula's privacy and security policies.
As Lula introduces new features and services, Lula reserves the right to amend this Agreement as needed subject to any notice or other restrictions included herein. Any material updates will be shared via email with 30 days' notice. Your continued use of the Selected Service will constitute your acceptance of these changes.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
1. Privacy & Security Disclosure
Lula's privacy and security policies may be viewed at https://www.lulacommerce.com/company/privacy-policy. Lula reserves the right to modify its privacy and security policies at its reasonable discretion from time to time. Because the Service is a hosted, online platform, Lula may need to notify all users of important announcements regarding its operation, regardless of communication opt-out preferences.
2. Definitions
The following definitions apply to capitalized terms used in this Agreement:
Initial Term — The period of time for which the Parties engage in this Agreement as indicated in the MSA introduction and for each Selected Service on the applicable Order Form.
Included Store(s) — Any individual owned or operated retail establishment designated by you where, at the beginning of any given month, it is in the process of being made ready to receive orders through an applicable channel (e.g., 3rd Party Delivery, 1st Party Delivery). This definition applies to any applicable service as detailed in the Selected Services Addendum.
Active Store(s) — A store is considered Active for a given monthly period if it meets the definition of an Included Store and is ready to receive orders. This definition applies to any applicable service as detailed in the Selected Services Addendum.
Lula Technology — All of Lula's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) made available to you by Lula in providing the Service(s). This includes, without limitation, AI models, machine learning systems, and automation tools incorporated into the Service.
Lula Web Properties — An online URL provided by Lula for access to the Services or portions thereof. Examples include but are not limited to https://www.lulacommerce.com, https://app.luladelivery.store, https://lulacommerce.ai, or similar.
Subscription Services — Any service where a recurring payment is due and payable per the specific terms found for such service in the applicable addendum.
User(s) — Your employees or representatives who are authorized to use the Service.
GMV — Gross Merchandise Value — the total value of merchandise sold over a given period of time through a Customer's channels connected via the Service.
3rd Party Orders — Orders originating from 3rd party platforms such as Uber Eats, DoorDash, Grubhub, or similar Delivery Service Providers.
1st Party Orders — Orders originating from a channel controlled by you, such as your website or branded app, facilitated through Lula Direct.
Denied Orders — Orders that were not fulfilled during the required period by the operators/merchants at the location or store.
Expired Orders — Orders that the merchant does not accept or deny within the specified period (determined by DSP for 3rd Party Orders or within the predetermined time period for 1st Party Orders).
Canceled Orders — Orders canceled by the consumer (using the delivery service) or canceled/unfulfilled by the driver.
End Consumers — Consumers who purchase your listed products from DSPs or directly from you through applicable services provided by or connected through Lula, including through Lula Direct storefronts, Lula Virtual Kiosks, or other Lula-powered customer-facing channels.
3rd Party Disputes — An action initiated by Lula with a 3rd Party to collect funds being denied by 3rd Parties on the basis of customer escalation, complaints, or other 3rd Party policy. Lula's Refunds & Disputes automation tool facilitates this process on behalf of Customer.
DSP or "3rd Party(ies)" — Delivery Service Providers — examples include Uber Eats, DoorDash, Grubhub, and similar platforms.
Retail Price — The price as set by you for in-store pricing.
Markup — A percentage value determined by Customer (usually 20%–30%) to be applied to the Retail Price for use in Connected Channels.
Markup Price or End Consumer Price — The final amount for an item or group of items presented to End Consumers when the Retail Price is modified by the Markup percentage.
Merchant Portal — Lula-provided software hosted online that provides access to inventory, pricing, orders, analytics, and other settings, including the Lula Hub dashboard.
Connected Channels — External systems for making products available to End Consumers. These may be DSPs, Customer website properties, Customer-owned or operated apps, loyalty apps, marketplaces, virtual kiosk interfaces, or other systems to which Lula has the ability to connect.
Payment Period — The dates between which Sales Revenue is earned by sales through Connected Channels.
Order Form — A document signed by you (including electronically) indicating your selection of Services to be provided by Lula, and the pricing, billing, and other terms thereunder.
Sign-Up Form — An electronic form submitted by you (including through Lula Solo's self-serve onboarding flow) indicating your selection of Lula's services and agreement to be bound by the terms herein.
Revenue Share — An amount expressed as a percentage and applied to the revenue transacted for 3rd Party Orders or 1st Party Orders as applicable per Selected Services agreements.
Sales Revenue — Amounts collected by Lula or 3rd Parties for items sold through Connected Channels.
Selected Services or "Services" — Service Provider offers a suite of services, many of which can be selected individually and separately, with or without other offered services. Each Selected Service is detailed in its own section of the Agreement in the Appendices. Examples include Lula Hub (Managed 3rd Party Delivery), Lula Direct (1st Party Digital Commerce), Lula Solo (Self-Serve), Lula AI Voice, Lula Virtual Kiosks, Lula Analytics, and Lula Signal. Lula may from time to time introduce new Selected Services, the terms of which will be made available as they are introduced and will only be applicable if and when they are selected in writing or via Sign-Up Form.
AI Features — Artificial intelligence, machine learning, and automation-powered components of the Service, including but not limited to Lula AI Voice, automated refund dispute processing, AI-powered ratings and review response, analytics-driven recommendations, and any other AI-assisted tools incorporated into the platform.
Payment Processor(s) — Third-party payment processing services used in connection with the Service, including Finix, Inc. for Lula Direct card-not-present transactions, Verifone, Inc. for certain Operator-configured payment flows, and such other processors as may be designated by Lula or Customer pursuant to an applicable Order Form.
Tax Processing — Automated tax calculation and remittance services provided through Numeral, Inc. or such other tax technology provider as designated by Lula, where enabled for an Operator's account.
3. Confidential Information
(a) Confidential Information. The Parties acknowledge that by reason of their relationship hereunder, each may disclose or provide access (the "Disclosing Party") to the other Party (the "Receiving Party") certain Confidential Information. "Confidential Information" shall mean: (i) information concerning a Party's products, business, and operations including, but not limited to, business plans, financial records, customers, suppliers, vendors, products, pricing, trade secrets, algorithms, AI model configurations, data pipelines, integration architecture, software code, and know-how; (ii) the terms of any agreement, including this Agreement, and related negotiations; (iii) information acquired during any tours of or while present at a Party's facilities; and (iv) all other non-public information provided by the Disclosing Party hereunder. In no event shall Service Provider's use or disclosure of information regarding the development, improvement, or use of any of Service Provider's products be subject to any limitation or restriction. All Confidential Information shall remain the property of the Disclosing Party.
(b) Use of Confidential Information; Standard of Care. The Receiving Party shall maintain the Confidential Information in strict confidence and disclose it only to employees, subcontractors, consultants, and representatives with a need to know to fulfill the business affairs contemplated by this Agreement, and who are under confidentiality obligations no less restrictive than this Agreement. The Receiving Party shall use the same degree of care as it uses for its own similar information, but no less than a reasonable degree of care, to protect Confidential Information from any unauthorized use, disclosure, dissemination, or publication. The Receiving Party shall not decompile, disassemble, or reverse engineer all or any part of the Confidential Information.
(c) Exceptions. Confidential Information does not include information that: (a) was lawfully in Receiving Party's possession before receipt from Disclosing Party; (b) becomes generally available to the public other than through any act or omission of the Receiving Party; (c) is developed by Receiving Party independently of any Confidential Information it receives; (d) Receiving Party receives from a third party free to disclose without breach of any legal or contractual obligation; or (e) is disclosed by Receiving Party with Disclosing Party's prior written approval.
(d) Required Disclosures. If the Receiving Party is confronted with legal action to disclose Confidential Information, the Receiving Party shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow it an opportunity to seek a protective order or other relief. If disclosure is nonetheless required, the Receiving Party shall limit its disclosure to only that portion its legal counsel advises must be disclosed.
(e) Unauthorized Use or Disclosure; Equitable Relief. In the event the Receiving Party discovers that any Confidential Information has been used or disclosed in violation of this Agreement, it will immediately notify the Disclosing Party, take all commercially reasonable actions to minimize the impact, and take all necessary steps to prevent further breach. The Parties agree that any breach or threatened breach regarding Confidential Information may result in irreparable harm for which there may be no adequate remedy at law, and the Disclosing Party shall be entitled to seek injunctive relief without the necessity of posting a bond.
(f) Return of Confidential Information; Survival. Receiving Party shall promptly return or, at Disclosing Party's option, certify destruction of all copies of Confidential Information upon request or within 10 days following expiration or termination of this Agreement. Receiving Party's obligations to protect Confidential Information shall survive for 3 years after expiration or earlier termination of this Agreement.
4. Services
(a) Description. Service Provider will perform certain services and provide certain deliverables as more particularly described in the Selected Services sections below and as indicated on an applicable Order Form or Sign-Up Form. In the event of a conflict between the terms of any Selected Service and the terms of this Agreement, the terms of the Selected Service shall supersede and control. No obligation to either provide or pay for any Selected Services shall be incurred by either Party until such time that any specific Selected Service has been included on an Order Form or Sign-Up Form executed by authorized representatives of both Parties (or, in the case of Lula Solo, accepted via self-serve electronic agreement). The existence of this Agreement shall not be construed as imposing any obligation upon Service Provider to agree to any work or to otherwise perform any Services for Customer.
(b) Modification. During the term of the Agreement, the Parties may modify the Services and/or agree upon additional Selected Services as specified in a separate Order Form or amendment. Any amendment shall set forth the compensation for such Services and any terms related to timing or deliverables agreed to by the Parties, and shall be signed by both Parties (or accepted electronically) to be valid.
(c) Billing and Payment. Each Service in the applicable addendum shall detail the pricing, term, billing period, and method of payment. Payments due hereunder must be made by wire transfer, certified check, bank check, credit card, ACH, or such other method as may be agreed upon by Service Provider and indicated on the applicable Order Form. Where funds from transactions are directed to you by us, we reserve the right to withhold undisputed amounts due under this Agreement from scheduled disbursements. Any amounts not paid by Customer when due shall be subject to interest charges, from the date due until paid, at the rate of 5% per annum, or the highest interest rate allowable by law (whichever is less), payable monthly. If any amounts due become past due, Service Provider may, at its option and without further notice, withhold further Services until all outstanding amounts have been paid in full, and such withholding shall not be considered a breach of Service Provider's obligations.
(d) Subscription Renewal. Lula will automatically renew and bill your payment method at each agreed period (whether month, quarter, or year) or as otherwise mutually agreed upon in the Order Form for the specific Selected Service. The renewal fee will equal the then-current Subscription Charge as detailed in the applicable Selected Service addendum unless otherwise agreed in writing. If you terminate your subscription prior to the start of the next billing cycle, you will retain access to paid Services for the remainder of the current billing period. At the start of the next billing cycle, your account will be converted to a free or inactive account and paid access will terminate.
(e) Pricing Confidential. All pricing terms, including any applied discounts, are confidential, and you agree not to disclose them to any third party. Lula's Subscription Charges and fees are exclusive of all taxes, levies, or duties imposed by taxing authorities on the Services.
(f) Compliance with Laws; Permits and Licenses. Customer agrees, at its own expense, to operate in full compliance with all applicable governmental laws, regulations, and requirements, including those related to data privacy, age-restricted product sales, and digital commerce. It shall be the Customer's responsibility to obtain and maintain all necessary licenses, permits, insurance, and approvals for the performance of the Services under this Agreement, unless otherwise specified in writing by Service Provider.
5. License Grant & Restrictions
(a) Grant. Lula hereby grants you a non-exclusive, non-transferable, worldwide right to use the Selected Services solely for your own internal business purposes, subject to the terms and conditions of this Agreement. Lula and its licensors reserve all rights not expressly granted to you.
(b) Restrictions. You shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service or the Lula Technology in any way; (ii) modify or create derivative works based upon the Service or the Content; (iii) reverse engineer or access the Service to build a competitive product or service, build a product using similar ideas, features, functions, or graphics of the Service, or copy any ideas, features, functions, or graphics of the Service; (iv) use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights; (v) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (vi) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (vii) attempt to gain unauthorized access to the Service or its related systems or networks; or (viii) use AI Features to extract, replicate, or reverse engineer Lula's underlying AI models, training data, or algorithmic logic.
6. Account Security
Each User of each Customer agrees to:
(a) Keep their password secure and confidential and not disclose their password to any third party.
(b) Not share login credentials beyond intended and instructed use-cases. Store employees of similar access levels may share a username and password for their specific location if desired.
(c) Immediately notify Service Provider of any unauthorized use of their account or any other breach of security at security@lulacommerce.com.
7. Customer Responsibilities
(a) Activity. You are responsible for all activity occurring under your user account and shall abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data.
(b) Operations. You shall be responsible for the following: obtaining and maintaining all necessary licenses to operate your business; reviewing and approving orders (in-store and through third-party platforms), including but not limited to rejecting orders of alcohol for delivery to dry municipalities; handling all returns and customer disputes; limiting products listed on third-party platforms in accordance with applicable law; labeling goods sold in compliance with applicable law; acting as the seller of record for all sales through third-party platforms; and ensuring that all age-verification requirements are met for restricted products (including tobacco, alcohol, lottery, and other regulated items). Lula may, in its sole discretion and without prior notice, remove from the Service any products it determines to be illegal or counterfeit, but Lula has no affirmative obligation to review or search product listings for legitimacy and shall have no liability for the presence, removal, or non-removal of any such products.
(c) Merchant Portal. Customer is responsible for:
Providing Lula with your menu, including the price of each item.
Promptly making updates via the Merchant Portal to reflect the most current products, pricing, and operational information, or notifying Lula of changes by email.
Accepting and confirming Orders on the Lula Portal in a prompt and timely manner.
Preparing products for each Order for pickup by a DSP driver, or End Consumer, at the designated time.
Processing Orders in the order in which they are received.
Notifying Lula of days and hours of operation (including holidays) and remaining open for business on Lula on the same days and hours as the merchant's in-store business.
Notifying all location staff members of the relationship with Lula and training staff on receiving and fulfilling Lula orders as soon as practicable upon execution of this Agreement and on an ongoing basis.
(d) AI Features and Automation Tools. Where Customer uses AI Features — including Lula AI Voice, automated dispute filing, automated ratings responses, or other automation tools — Customer is responsible for: (i) reviewing AI-generated content before acting on or publishing it; (ii) ensuring that AI Voice deployments include appropriate disclosures to End Consumers regarding automated handling and call recording, as required by applicable law; and (iii) maintaining oversight of all automated actions taken on its behalf and accepting responsibility for outcomes of those actions.
(e) Additional Responsibilities. You shall: notify Lula immediately of any unauthorized use of any password or account or any other known or suspected breach of security; report to Lula immediately any known or suspected copying or distribution of Content; and not impersonate another Lula user or provide false identity information to gain access to or use the Service.
(f) Cooperation. Customer agrees to comply with all reasonable requests of Service Provider and shall provide Service Provider's personnel with access to all documents reasonably necessary for the performance of the Services. Failure to provide such access within the timeline outlined in a Selected Service addendum for specific preparatory items that result in a delay will not be considered a breach of this Agreement by Service Provider.
8. Account Information & Data
(a) Ownership. Lula does not own any data, information, or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Lula, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Lula shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Customer Data.
(b) Use for Service Improvement. Lula may use anonymized and aggregated Customer Data, from which all individual identifiers have been removed, to improve, develop, and train models used in the Service, including AI Features. No personally identifiable Customer Data or End Consumer data will be used for model training without your explicit consent.
(c) Data Sharing Partners. Customer acknowledges that Lula may share aggregated, de-identified, non-personally-identifiable data with analytics partners including NielsenIQ/NIQ for industry benchmarking and research purposes pursuant to applicable data collaboration agreements. No personally identifiable Operator or End Consumer information is shared with such partners.
(d) Upon Termination. If this Agreement is terminated (other than due to your breach), Lula will provide access to Customer Data for 30 days. Lula reserves the right to withhold, remove, and/or discard Customer Data without notice for any breach, including nonpayment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Lula shall have no obligation to maintain any Customer Data thereafter.
9. Intellectual Property Ownership
(a) Lula alone (and its licensors, where applicable) shall own all rights, titles, and interests, including all related Intellectual Property Rights, in and to the Lula Technology, the Content, the Service, and all AI Features, AI models, and machine learning systems incorporated into the Service. This includes any suggestions, ideas, enhancement requests, feedback, or recommendations provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Lula Technology, or the Intellectual Property Rights owned by Lula. The Lula name, the Lula logo, and the product names associated with the Service are trademarks of Lula or third parties, and no right or license is granted to use them beyond the Services explicitly included herein.
10. Third Party Interactions
(a) During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third parties advertising through the Service. Any such activity, and any terms, conditions, warranties, or representations associated with such activity, is solely between you and the applicable third party. Lula and its licensors shall have no liability, obligation, or responsibility for any such correspondence, purchase, or promotion.
(b) Marketplace Platforms. Lula Channels connects your accounts to Marketplace Platforms (DSPs) as a technical service provider. You are and remain solely responsible for: (i) your compliance with each Marketplace Platform's terms of service; (ii) the accuracy and completeness of all menu, pricing, and inventory data published to each Marketplace Platform; (iii) timely fulfillment of orders; and (iv) resolution of customer disputes arising from orders placed on Marketplace Platforms. Lula is not a party to, nor does it act as an agent for, any Marketplace Platform, and is not responsible for Marketplace Platform policies, payout schedules, fee structures, or decisions to suspend or terminate your accounts on a Marketplace Platform.
(c) Payment Processors. Card transactions processed through Lula Direct are processed by Finix, Inc. Customer acknowledges and agrees to the Finix Privacy Policy and Terms of Service. For Operators using Verifone CNP processing, those transactions are governed by the Verifone Merchant Agreement applicable to your account. Lula facilitates these integrations but is not the payment processor for transactions governed by third-party processor agreements.
(d) Tax Processing. Where Lula's tax processing service (powered by Numeral, Inc.) is enabled for your account, Customer acknowledges that tax calculation data is shared with Numeral pursuant to its privacy practices. Customer remains solely responsible for the accuracy and completeness of all tax filings and the remittance of all taxes arising from sales through the Service.
(e) POS and Back-Office Integrations. Lula integrates with various point-of-sale and back-office systems (including NCR Voyix, Verifone Commander, PDI, and compatible systems) on behalf of Customer. These integrations collect inventory, pricing, and transaction data to enable the Service. Lula provides these integrations on a best-efforts basis and is not responsible for disruptions caused by changes to third-party POS systems or APIs.
11. Term & Termination
(a) Termination upon Expiration. For paid subscription Services under the Selected Services section of this Agreement, the Effective Date will be the date specified for each Service when completing the electronic signature agreement or modification. Your subscription to the Service will be for the length of time identified in each Selected Service addendum and will automatically renew for successive periods of equal length at the rates specified for renewal in the executed agreement. You may terminate this Agreement at any time through Lula's cancellation process, but such termination shall only be effective upon the expiration of the then-current subscription period. Lula has no obligation to retain Customer Data past the period allotted in Section 8(d), and may delete such Customer Data at any point 30 or more days after termination. Upon termination of this Agreement, you shall return to Lula any and all equipment or property belonging to Lula (including tablets, charging materials, and other Lula items) within thirty (30) days of the effective date of termination. If equipment is not returned within 30 days, or is returned in a damaged or non-functional state, you agree to pay Lula the replacement cost within thirty (30) days of receiving notice thereof.
(b) Termination for Cause. Any breach of your payment obligations or unauthorized use of the Lula Technology or Service will be deemed a material breach of this Agreement. Lula, in its sole discretion, may immediately terminate your password, account, or use of the Service if you breach or otherwise fail to comply with this Agreement, with or without notice. Lula may also terminate a subsidized or trial account at any time in its sole discretion. Lula has no obligation to retain Customer Data if you have materially breached this Agreement and such breach has not been cured within 30 days of notice thereof.
(c) Termination for Convenience. Either Party may terminate this Agreement at any time, with or without cause, by giving 60 days' prior written notice.
(d) Obligations upon Termination. Termination of this Agreement for any reason shall not discharge either Party's liability for obligations incurred hereunder and amounts unpaid at the time of such termination. Customer shall pay Service Provider for all Services rendered prior to the effective date of termination. Upon termination, each Party shall return the other Party's Confidential Information in its possession. Service Provider will provide Customer with all data stored under Service Provider's control within 15 days of termination.
12. Representations & Warranties
Each Party represents and warrants that it has the legal power and authority to enter into this Agreement. Lula represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Lula help documentation under normal use and circumstances.
You represent and warrant that: (i) you have not falsely identified yourself or provided any false information to gain access to the Service and that your billing information is correct; (ii) you have, and shall maintain throughout the provision of Services, all necessary licensure for the operation of your business as required under applicable law, including but not limited to with respect to the sale of alcohol and/or tobacco and other regulated or age-restricted products; (iii) you will immediately notify Lula if any regulatory or government agency makes an inquiry into your business that may reasonably interfere with your ability to operate; (iv) entering into or using the Services will not violate your agreements with any third party; (v) you will not use the Services to violate applicable law or any agreement that you may have with a third party; (vi) you will comply with all applicable laws, including those pertaining to retail food, beverage, and other health, safety, and performance codes; and (vii) where you use AI Features, you will implement appropriate policies and disclosures to End Consumers as required by applicable law.
13. Refunds for Defective Products
You are responsible for all costs related to reimbursement to End Consumers if any such consumers request a refund for defective or otherwise unsatisfactory products (including, without limitation, any costs associated with retrieving any such products, if applicable). Where Lula's Refunds & Disputes automation tool is used to process or submit disputes on your behalf, Customer retains final responsibility for all refund decisions and dispute outcomes.
14. Alcohol
If you intend to offer and/or sell alcohol via the Delivery Service Providers (DSPs), you are solely responsible for complying with all laws and regulations related to the sale and delivery of alcoholic beverages on DSPs. Lula does not own or operate any liquor licenses.
At all times while you are actively using the Service, you represent and warrant to Lula that:
(a) You possess and maintain in good standing all required city, county, state, and other regulatory licenses and/or permits to sell and, if applicable, deliver alcohol in each location where the Service is in use.
(b) You are currently and will remain in strict compliance with all applicable laws and regulations in each relevant jurisdiction, including: any time-based restrictions related to the sale and delivery of alcoholic beverages; all regulations related to disclosure of seller of record, receipt display, packaging, and consumer notification requirements; all age verification requirements and policies to ensure all consumers are of legal age to purchase alcohol; and all other laws related to the acquisition, disposition, storage, and handling of alcoholic beverages.
(c) You actively possess and will maintain a liquor liability policy satisfying any local jurisdictional requirements and in accordance with Section 15 herein.
(d) You will provide copies of any licenses and permits required to sell alcohol for each applicable jurisdiction to Lula prior to selling alcohol on the DSPs, and you further agree to provide Lula with any renewal documentation on an ongoing basis.
(e) You acknowledge and agree to abide by the rules and regulations, as updated from time to time, of any DSP upon which alcoholic beverages are being offered for sale.
(f) You are solely responsible for the calculation and remittance of all taxes owed from alcohol sales, whether city, county, state, or federal, for the regions where DSPs remit tax back to merchants.
(g) You are solely responsible for the accuracy of all reporting data related to alcohol sales to each relevant government agency, regardless of whether any features provided by the Service were used to track sales during the relevant reporting period.
(h) You will not perform any actions or permit any other person to perform any actions in violation of any applicable law or regulation, including the laws of the liquor licensing authority or other government agencies having jurisdiction over the license, or any agreement with any DSP.
15. Insurance
At all times while you are using the Service, you represent and warrant to Lula that you maintain in good standing active insurance policies as required by any applicable law or regulation pertaining to your ability to sell consumer products on DSPs. Lula reserves the right to request to be named as an additional insured party on any such policies. Notwithstanding anything to the contrary herein, and without limiting any indemnity obligations, you agree to indemnify, defend, and hold Lula, its parents, affiliates, and subsidiaries and their respective employees, agents, directors, officers, shareholders, members, and representatives (collectively, "Alcohol Indemnitees") harmless for any losses incurred in connection with any claims brought based on: (a) your alleged failure to timely remit any taxes owed for the sale of alcoholic products; (b) the offer, sale, or distribution of alcohol under this Agreement; or (c) breach of this Agreement. You hereby knowingly and voluntarily waive and release Alcohol Indemnitees from any and all existing or future claims arising from or in connection with the sale of alcohol pursuant to this Agreement ("Released Claim"), and you covenant not to sue Lula or any Alcohol Indemnitee on account of any Released Claim.
16. Indemnification
(a) Customer Indemnification. You shall indemnify and hold Lula, its licensors, and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; (iii) a claim arising from the breach by you or your Users of this Agreement; (iv) your failure to comply with any Marketplace Platform's terms of service; or (v) your use of AI Features, including any liability arising from AI Voice interactions with End Consumers or automated actions taken on your behalf. Lula will give written notice of the claim promptly to you; give you sole control of the defense and settlement of the claim (provided that you may not settle any claim unless you unconditionally release Lula of all liability and such settlement does not affect Lula's business or Service); and provide to you all available information and reasonable assistance, at your expense.
(b) Lula Indemnification. Lula shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Lula of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Lula; provided that you promptly give written notice of the claim to Lula; give Lula sole control of the defense and settlement; provide to Lula all available information and assistance; and have not compromised or settled such claim. Lula shall have no indemnification obligation for claims arising from any infringement that would not have occurred but for the combination of the Service with your products, services, hardware, or business processes.
17. Warranty Disclaimer
LULA AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. LULA AND ITS LICENSORS EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY THAT: (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE; (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SERVICE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.WITHOUT LIMITING THE FOREGOING, LULA MAKES NO WARRANTY THAT AI FEATURES WILL PRODUCE ACCURATE, COMPLETE, OR APPROPRIATE OUTPUTS. AI-GENERATED CONTENT — INCLUDING BUT NOT LIMITED TO AI VOICE RESPONSES, AUTOMATED DISPUTE SUBMISSIONS, AND ANALYTICS RECOMMENDATIONS — IS PROVIDED "AS IS" AND CUSTOMER ASSUMES ALL RISK IN RELYING ON OR ACTING ON SUCH OUTPUTS.THE SERVICE AND ALL CONTENT IS PROVIDED STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
18. Internet Delays
LULA'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LULA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
19. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, EXCEPT THAT THIS LIMITATION SHALL NOT APPLY TO YOUR OBLIGATION TO PAY SUBSCRIPTION CHARGES. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO A PARTY'S DUTY TO INDEMNIFY UNDER SECTIONS 13, 15, OR 16, OR TO THE EXTENT PROHIBITED BY APPLICABLE LAW. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
20. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential, or certain other types of damages, so the exclusions set forth above may not apply to you.
21. Notice
Lula may give notice using a general notice on the Service, electronic mail to your email address on record, or by written communication sent by first class mail or pre-paid post to your address on record. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Lula at any time by letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail to Lula at the following address: 18 Hancock Court, Voorhees, NJ 08043 or by email to: legal@lulacommerce.com.
22. Modification to Terms
Lula reserves the right to modify certain terms and conditions of this Agreement or its policies relating to the Service at any time (subject to restrictions listed herein), effective 30 days after posting an updated version of this Agreement on the Service and/or otherwise making you aware of such changes (see Notice — Section 21). You are responsible for regularly reviewing communications regarding this Agreement and our policies. Continued use of the Service after notice of any such changes shall constitute your consent to such changes. In rare instances, Lula may be required to update terms more urgently if specifically required by a supported DSP or to remain compliant with terms set by a third party. In these cases, Lula will communicate such modifications including the effective date as required by the third party.
23. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Lula but may be assigned without your consent by Lula to: (i) a parent or subsidiary; (ii) an acquirer of assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Lula directly or indirectly owning or controlling 50% or more of you shall entitle Lula to terminate this Agreement for cause immediately upon written notice.
24. General
With respect to U.S. Customers, this Agreement shall be governed by Delaware law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Philadelphia, Pennsylvania. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Lula as a result of this Agreement or use of the Service. The failure of Lula to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Lula in writing. This Agreement comprises the entire agreement between you and Lula and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
25. Force Majeure
Lula shall not be liable to you for its failure to perform any of its obligations under this Agreement during any period in which such performance is delayed, prevented, or rendered impracticable or impossible due to circumstances beyond Lula's reasonable control, including without limitation earthquakes, governmental regulation, fire, flood, labor difficulties, pandemic, epidemic, governmental action or edict, civil disorder, acts of God, or disruptions to third-party infrastructure including Marketplace Platforms, POS systems, or payment processors, for so long as such event continues.
26. Conflicts
In the event of any conflict between the terms of this Agreement and the terms of any other document or instrument (except the Order Form), the terms of this Agreement shall control. In the event of any conflict between the terms of this Agreement and the terms of the Order Form, the terms of the Order Form shall control.
ADDITIONAL TERMS RELATED TO SELECTED SERVICES
Specific services are indicated and selected by written or electronic agreement between Lula and the Customer as evidenced by a completed Order Form or Sign-Up Form. Upon execution of an Order Form or acceptance via Sign-Up Form, applicable terms below apply to the included services.
SERVICE 1 — LULA HUB: MANAGED 3RD PARTY DELIVERY
I. Description
Lula provides this service to connect Customer's designated selection of goods at Customer-determined prices to 3rd Party Connected Channels (e.g., Uber Eats, DoorDash, Grubhub) in order to make the goods available for sale in these channels. Lula's software and supported hardware facilitate the receiving of new orders and communication with delivery service providers enabling the successful delivery of goods to End Consumers. Lula further provides managed services — including Operational Uptime monitoring, Ratings & Feedback management, and Refunds & Disputes automation — to improve sales, efficiency, quality, and profitability on behalf of Customer in these channels.
II. Term & Termination
This Selected Service and its applicable terms are for a period of one year beginning on the effective date as indicated in the signature of an applicable Order Form, after which they will automatically renew for successive one-year periods unless 60 days' written notice is given prior to the then-current expiration date. Either Party may terminate this Agreement at any time with or without cause by giving 60 days' prior written notice. This section is subject to Section 11 (Term & Termination) of the above Master Services Agreement.
III. Pricing & Billing
(A) Subscription Fee. Customer agrees to pay a fixed dollar amount per month ("Subscription Fee") for each Included Store as defined herein and as indicated on the applicable Order Form or Sign-Up Form. Included Stores will be billed in full month increments for the months in which they were active. This Subscription Fee is payable via Quarterly Invoice in advance. Any changes to Included Store count may be reconciled on subsequent quarterly invoices or billed separately ahead of larger anticipated launches, with each invoice being due ahead of launch or within 15 days, whichever occurs later.
(B) Renewal Pricing. As Lula continually enhances the services or features provided under this Selected Service, the Subscription Fee pricing is subject to increase periodically with a minimum 60 days' written notice.
(C) Lula Revenue Share. Lula's revenue share is set to the percentage indicated on the Order Form for all revenue from 3rd Party Orders and in accordance with the terms specified on the Order Form. Lula's Revenue Share is calculated based on the End Consumer Price.
IV. General Pricing & Billing Provisions
(A) Change in Pricing Options. The pricing option selected above will be consistent across all Included Stores for the Initial Term. Customer may switch pricing plans on the anniversary of the effective date with 60 days' notice and by mutual agreement between the Parties.
(B) 3rd Party Revenue Share. Customer acknowledges that separate from any Revenue Share collected by Lula per the above selected plan, this service is subject to the Revenue Share charged by 3rd Parties — averaging approximately 15–25% of the End Consumer Price depending on platform and order type. The actual amount — based on Order Type and mix of order types — is withheld from disbursement to Lula and in turn withheld from Lula's disbursement to you. The following list represents current amounts charged by DSPs at the time of this revision and are subject to change by 3rd Parties at any time:
Uber Eats: Delivery 20% / Pickup 12%
Grubhub: Delivery Standard 15% / Delivery+ 20% / Pickup 13%
DoorDash: Normal Delivery 15% / DashPass Delivery 25% / Double Dash (Secondary Orders) $1.90/order / Pickup 12%
(C) Disbursement of Collected Sales Revenue. For amounts that we collect on your behalf from 3rd Parties, you shall be paid such amounts within 10 business days of the earlier of the 1st or 15th of the current calendar month, or the next calendar month depending on how the days fall after we collect such amounts on your behalf (the "Payment Period"). YOU ARE SOLELY RESPONSIBLE FOR THE PAYMENT OF ALL MERCHANT TAXES. YOU SHALL FULLY INDEMNIFY LULA FROM ANY LIABILITY, DAMAGES, FINES, COSTS, OR EXPENSES THAT MAY ARISE FROM YOUR FAILURE TO PAY ANY SUCH TAXES.
(D) Corrections. If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date to be eligible to receive an adjustment or credit. Contact Lula at support@lulacommerce.com.
(E) Hardware. Tablets or other order-receiving hardware may be provided by Customer (if compatible per Lula specifications) or purchased and configured by Lula per prices listed on the Order Form. Customer will indicate hardware count and type to be purchased as needed and payment is due at the time the order is placed unless otherwise specified in the Order Form.
V. Pre-Launch Deliverables
The following details a list of activities to be expected in the pre-launch phase for establishing Customer's account with Lula and making ready the launch of any Included Stores. By executing an Order Form for this service, Customer agrees to adhere to these timelines and provide Lula with any materials necessary to onboard stores in a timely manner. Any delays may result in delayed launch.
Kickoff. Lula will coordinate and schedule a kickoff call with you or your designated team within the first week after the Effective Date.
Accounts. Lula to create the necessary accounts on DSP platforms with information provided (store name, address, phone, email).
Hardware. If purchased, for each applicable Included Store, Lula will ship the hardware necessary to process orders. Delivery may take approximately 14 days from purchase depending on order volume.
Credentials. For each Included Store, you will receive credentials to download and install the store management application necessary to receive and process orders.
SKU Evaluation. Upon request, Lula will evaluate and recommend SKUs for launch based on prior 60 days of sales data, where available.
Billing. Billing will be set up to carry out quarterly payments as indicated in the Order Form.
Disbursement. Lula will create the disbursement schedule and you will register your bank account(s) on the Lula-designated disbursement platform using provided credentials. You may register a single account for all stores or individual accounts for each store or groups of stores.
Training. Lula will provide training materials for preparing store personnel for receiving and processing orders.
Integrations. Lula maintains connections with many popular back-office and POS systems. Your designated Lula account manager will work with you on completion of any applicable integration.
SERVICE 2 — LULA DIRECT: 1ST PARTY DIGITAL COMMERCE
I. Description
Lula provides this service to make Customer's designated selection of goods available for sale on Customer-owned and operated channels ("Connected Channels") at Customer-determined prices (e.g., Customer website, branded app). Lula's software facilitates the receiving of new orders from designated channels and communication with delivery service providers enabling the successful delivery of goods to End Consumers. Lula's software is available to host items on a branded e-commerce platform including search, add-to-cart, promotions, discounts, and loyalty integrations, or to receive orders from a Customer-designated hosting platform.
II. Term & Termination
This Selected Service and its applicable terms are for a period as indicated in an applicable Order Form, after which they will automatically renew for successive one-year periods unless 60 days' written notice is given prior to the then-current expiration date. Either Party may terminate this Agreement at any time with or without cause by giving 60 days' prior written notice. This section is subject to Section 11 (Term & Termination) of the above Master Services Agreement.
III. Pricing & Billing
(A) Subscription Fee. Customer agrees to pay a fixed subscription fee amount per month ("Subscription Fee") for each Active Store as defined herein and as indicated on the applicable Order Form. Active Stores will be billed in full month increments for the months in which they were active. This Subscription Fee is payable via Quarterly Invoice in advance.
(B) Lula Revenue Share. Lula's revenue share is set as indicated on the applicable Order Form.
(C) 3rd Party Delivery Costs. Customer acknowledges that this service is subject to additional costs as determined by 3rd party delivery providers (Uber Eats, DoorDash, or others as may become available). Lula connects with these 3rd parties to enable on-demand order delivery and passes these costs along to Customer. Customer agrees to pay these amounts, which can vary over time and on a per-order basis depending upon factors including time and distance. Lula will provide Customer with a detailed accounting of these charges to the extent one is provided by the applicable 3rd parties.
(D) Payment Processing. Customer acknowledges that card-not-present transactions through Lula Direct are processed by Finix, Inc. The following fee structure applies:
Card transactions (all brands): 1.9% + $0.30 per transaction
Chargeback notification fee: $15.00 per notification
Chargeback inquiry fee: $15.00 per inquiry
ACH transfers: $1.00 per transaction (no percentage fee)
These fees are deducted from merchant payouts and are subject to change. Lula will make reasonable efforts to provide advance notice of material fee changes.
(E) Tax Processing. Where Lula's tax processing service (powered by Numeral, Inc.) is enabled for your Lula Direct account, a tax processing fee of 0.40% per eligible transaction applies. This fee is disclosed at the time of service activation and is subject to change with notice. Customer remains solely responsible for the accuracy and remittance of all taxes.
(F) Disbursement of Collected Sales Revenue. For amounts we collect on your behalf from End Consumers through Lula-designated payment providers, disbursements shall take place according to the shortest frequency determined by those providers, subject to any reasonable time necessary for processing by Lula — not to exceed 14 days. In any event, YOU ARE SOLELY RESPONSIBLE FOR THE PAYMENT OF ALL MERCHANT TAXES. YOU SHALL FULLY INDEMNIFY LULA FROM ANY LIABILITY, DAMAGES, FINES, COSTS, OR EXPENSES THAT MAY ARISE FROM YOUR FAILURE TO PAY ANY SUCH TAXES.
SERVICE 3 — LULA SOLO: SELF-SERVE DIGITAL COMMERCE
I. Description
Lula Solo is a self-serve, product-led access tier of the Service, providing Operators with streamlined onboarding and access to Lula's core digital commerce capabilities without a dedicated account management engagement. Lula Solo Customers access the Service through Lula's online Sign-Up Form and manage their accounts through the Lula Merchant Portal. Core capabilities available through Lula Solo include access to Lula Channels (3rd Party Delivery integration) and Lula Direct (1st Party ordering), subject to the feature set designated for the applicable Lula Solo plan tier.
II. Term & Termination
Lula Solo subscriptions are month-to-month unless otherwise designated on the applicable Sign-Up Form, and will automatically renew at the then-current monthly rate. Customer may cancel at any time; cancellation takes effect at the end of the then-current billing period. This section is subject to Section 11 (Term & Termination) of the above Master Services Agreement.
III. Pricing & Billing
(A) Subscription Fee. Customer agrees to pay the Subscription Fee as indicated on the applicable Sign-Up Form or Lula pricing page at the time of enrollment. Lula reserves the right to modify Lula Solo pricing with 30 days' written or email notice to Customer.
(B) Revenue Share. Lula's Revenue Share for 3rd Party and 1st Party transactions through Lula Solo is as indicated on the applicable Sign-Up Form or pricing page at the time of enrollment.
(C) Payment Processing and Tax Processing. The payment processing and tax processing terms in Service 2, Sections III(D) and III(E) above, apply equally to Lula Solo where applicable services are enabled.
(D) Trials and Promotional Credits. Lula may offer trial periods or promotional credits in connection with Lula Solo enrollment. Such credits are non-transferable, have no cash value, and expire as specified at issuance or, if no date is specified, 30 days after issue. Lula reserves the right to modify or discontinue promotional programs at any time.
SERVICE 4 — LULA AI VOICE
I. Description
Lula AI Voice provides an AI-powered customer service agent deployed on behalf of Operator to handle inbound customer inquiries, digital order support, store information queries, and related customer interactions. Lula AI Voice is powered by large language model (LLM) and voice AI technology and is deployed as a brand-configured agent for Operator's customer-facing channels (e.g., store phone line, ordering platform).
II. Term & Termination
This Selected Service and its applicable terms are for a period as indicated in an applicable Order Form, after which they will automatically renew for successive one-year periods unless 60 days' written notice is given prior to the then-current expiration date. Either Party may terminate this Agreement at any time with or without cause by giving 60 days' prior written notice.
III. Pricing & Billing
Pricing for Lula AI Voice is as indicated on the applicable Order Form. Pricing may be structured on a per-store, per-minute, per-call, or flat subscription basis as agreed.
IV. AI Voice Specific Terms
(A) AI Limitations. Lula AI Voice responses are generated by machine learning models and may contain inaccuracies, errors, or outdated information. Operator is responsible for reviewing AI Voice configuration, scripts, and menu data to ensure accuracy. Lula is not liable for inaccurate information communicated to End Consumers through AI Voice.
(B) Call Recording and Consent. Calls handled by Lula AI Voice may be recorded and processed for quality assurance, service improvement, and AI model development. Operator is solely responsible for ensuring that appropriate call-recording disclosures and consent mechanisms are provided to End Consumers as required by applicable law (including applicable two-party consent states). Operator shall indemnify Lula from any claims arising from Operator's failure to provide legally required call-recording disclosures.
(C) Data Use. Anonymized and aggregated interaction data from Lula AI Voice may be used by Lula to train, test, and improve AI models. No personally identifiable End Consumer data is used for model training without explicit consent.
(D) Not a Substitute for Human Support. Lula AI Voice is a tool to assist Operator's customer service operations and is not a substitute for human oversight. Operator is responsible for maintaining human review processes for complex or sensitive customer interactions.
SERVICE 5 — LULA VIRTUAL KIOSKS
I. Description
Lula Virtual Kiosks enables End Customers to browse and order from within a retail location using their own mobile devices (BYOD). Lula provides a QR-code-accessible mobile storefront optimized for in-store use, allowing End Customers to shop and pay without requiring a dedicated kiosk device.
II. Term & Termination
This Selected Service and its applicable terms are for a period as indicated in an applicable Order Form and will automatically renew for successive one-year periods unless 60 days' written notice is given prior to the then-current expiration date.
III. Pricing & Billing
Pricing for Lula Virtual Kiosks is as indicated on the applicable Order Form, which may include a per-store subscription fee and/or a Revenue Share on transactions processed through the Kiosk channel.
IV. Operator Responsibilities
(A) Accessibility. Operator is responsible for ensuring that Lula Virtual Kiosk deployments comply with all applicable accessibility laws and consumer protection regulations.
(B) In-Store Setup. Operator is responsible for displaying QR codes and related signage in accordance with Lula's placement guidelines and for maintaining customer access to the service within the store environment.
(C) Payment Processing. In-store transactions through Lula Virtual Kiosks are subject to the payment processing terms applicable to Lula Direct (Service 2, Section III(D)) unless otherwise specified in the Order Form.
SERVICE 6 — LULA ANALYTICS
I. Description
Lula Analytics provides data insights and reporting derived from Merchant Data — including transaction data, marketplace performance, inventory trends, and operational metrics — along with, where available, aggregated industry benchmarks. Lula Analytics is available as a standalone service or as part of the Lula Hub platform.
II. Term & Termination
This Selected Service and its applicable terms are for a period as indicated in an applicable Order Form and will automatically renew for successive one-year periods unless 60 days' written notice is given.
III. Pricing & Billing
Pricing for Lula Analytics is as indicated on the applicable Order Form, which may include a per-store or per-account subscription fee.
IV. Analytics Specific Terms
(A) Data for Informational Purposes Only. Data and insights provided through Lula Analytics are for informational and operational decision-support purposes only. Lula makes no representations regarding the accuracy, completeness, or fitness for a particular purpose of any analytics output. Operator assumes all risk in relying on or acting on analytics data.
(B) Industry Benchmarks. Where Lula Analytics includes industry benchmark data, such data is derived from aggregated, anonymized sources and is provided "as is." Lula does not warrant the accuracy or representativeness of benchmark data.
(C) Data Retention. Analytics data derived from Operator's account is retained in accordance with the data retention terms in Section 8 of the MSA.
SERVICE 7 — LULA SIGNAL: CUSTOMER DATA PLATFORM
I. Description
Lula Signal is a customer data platform (CDP) that enables Operators to consolidate data from multiple channels and sources into a single unified dashboard for review and analysis. By connecting their data sources to Lula Signal, Operators gain a centralized view of performance across third-party Marketplace Platforms, first-party ordering channels, POS systems, loyalty platforms, and other integrated data streams. Lula Signal ingests, normalizes, and surfaces this data through the Lula Signal dashboard, enabling Operators to monitor sales, identify trends, and reconcile channel performance without switching between systems.
II. Term & Termination
This Selected Service and its applicable terms are for a period as indicated in an applicable Order Form and will automatically renew for successive one-year periods unless 60 days' written notice is given.
III. Pricing & Billing
Pricing for Lula Signal is as indicated on the applicable Order Form, which may include a per-store monthly subscription fee based on the number of connected data sources or active store locations.
IV. Lula Signal Specific Terms
(A) Data Source Authorization. To use Lula Signal, Operator must authorize Lula to connect to and ingest data from each data source added to the Operator's Signal account. Supported data source categories include: third-party Marketplace Platforms (Uber Eats, DoorDash, Grubhub), POS and back-office systems, Lula Direct, loyalty platforms, and other third-party systems as made available by Lula from time to time. By connecting a data source, Operator represents and warrants that it has the right to authorize Lula to access and ingest data from that source, including in compliance with the applicable third-party platform's terms of service.
(B) Data Use and Access. Data ingested through Lula Signal is used solely to provide the Lula Signal dashboard and associated reporting capabilities. Lula does not share Operator Signal data with third parties except as required to deliver the Service or as otherwise described in the Privacy Policy. Operator retains ownership of all data ingested through Lula Signal.
(C) Data Accuracy Disclaimer. Lula Signal surfaces data as received from connected third-party sources. Lula does not independently verify, audit, or guarantee the accuracy, completeness, or timeliness of data originating from third-party platforms. Data discrepancies arising from third-party platform reporting delays, API limitations, or data gaps are outside Lula's control. Lula is not liable for Operator business decisions made based on data surfaced through Lula Signal.
(D) Third-Party Platform Terms. Connecting a third-party data source to Lula Signal does not modify or supersede the Operator's obligations under the terms of service of that third-party platform. Lula is not responsible for disruptions to data availability caused by changes to third-party platform APIs, access policies, or terms of service.
(E) Data Portability upon Termination. Upon termination of the Lula Signal service, Lula will provide Operator with access to export their consolidated data in a standard format (CSV or equivalent) for a period of 30 days following the effective date of termination, after which Lula has no obligation to retain Signal data.
SERVICE 8 — 3RD PARTY "LAST MILE" DELIVERY
In conjunction with Lula Direct, Lula connects merchants with available 3rd party delivery services such as Uber Direct, DoorDash Drive, and other available courier services as may be present in a market from time to time. Lula's technology facilitates the connection and sourcing of these delivery services on demand, acting as a go-between — facilitating quotes for each delivery, funding the delivery, and collecting the charge for these deliveries from Customers according to regular billing cycles (see MSA Additional Terms Section IV). Usage of these services is governed by terms published and updated by the 3rd party responsible for operating these services. The following terms and policies are hereby incorporated by reference. Note that these terms and policies are updated from time to time with or without notice at the sole discretion of the respective operating 3rd party.
Uber Direct: https://www.uber.com/legal/en/document/?name=uber-direct-api-terms-and-conditions&country=united-states&lang=en
DoorDash: https://help.doordash.com/legal/document?type=mx-terms-of-service®ion=US&locale=en-US
