Lula Terms of Service

a.  "Service" means the Lula platform in its entirety, including the Lula Hub, Lula Channels, Lula Direct, Lula Solo, Lula AI Voice, Lula Virtual Kiosks, Lula Analytics, Signal, all Operator automation tools, Managed Services offerings, any associated web-based dashboards, mobile applications, APIs, and integrations, whether accessed directly or through third-party channels.

b.  "Operator" or "Merchant" means any retail business or authorized representative thereof that subscribes to or uses the Service to manage digital commerce, delivery integrations, or related operational functions.

c.  "End Customer" means a consumer who places or attempts to place an order through a Lula Direct storefront or other customer-facing interface operated by a Merchant.

d.  "Operator Account" means the account created by or on behalf of an Operator to access and administer the Service, including all sub-user accounts associated with that Operator.

e.  "Marketplace Platform" means a third-party delivery, ordering, or marketplace service — including but not limited to Uber Eats, DoorDash, and Grubhub — integrated through Lula Channels on behalf of an Operator.

f.  "Merchant Data" means all data submitted by, collected on behalf of, or generated by an Operator's use of the Service, including but not limited to store configurations, product catalogs, pricing, inventory records, transaction data, marketplace payout records, and operational metrics.

g.  "AI Features" means artificial intelligence, machine learning, and automation-powered components of the Service, including Lula AI Voice, automated dispute resolution, AI-powered ratings and review response, and analytics-driven recommendations.

h.  "Content" means any text, images, audio, video, product data, menu items, or other information uploaded, transmitted, or made available through the Service. "Merchant Content" means Content submitted by an Operator. "Lula Content" means Content created by Lula. "Third Party Content" means Content originating from parties other than Lula or its Operators. "Service Content" means all Content available through the Service.

i.  "App" means any Lula mobile application. "Platform" means the Lula web-based dashboard and all subpages of www.lulacommerce.com. "API" means Lula's developer application programming interface, governed separately by the API Agreement.

We reserve the right to modify these Terms at any time. The current version is always available at www.lulacommerce.com/company/terms-conditions. We will endeavor to notify you of material changes via email or in-platform notice before they take effect, and we will update the "Last Updated" date above. Your continued access to or use of the Service after the effective date of any change constitutes your acceptance of the updated Terms. You should review these Terms periodically.

a.  Eligibility. To access or use the Service, you must have the legal authority and capacity to enter into these Terms on behalf of yourself or the Operator you represent. You may not use the Service if you have been banned or if your Operator Account has been previously terminated for cause.

b.  Permission. Lula grants you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms and solely for your internal business operations.

c.  Availability. The Service may be modified, updated, interrupted, suspended, or discontinued at any time without notice, and without Lula incurring any liability.

d.  Operator Accounts. You must create an Operator Account and provide accurate, current, and complete information to use features of the Service. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Operator Account. You agree to notify us immediately of any unauthorized access at legal@lulacommerce.com. Lula reserves the right to suspend or terminate Operator Accounts at any time.

e.  Communications. By using the Service, you agree to receive communications from Lula, including by email, in-platform notifications, SMS, and phone, regarding your use of the Service, product updates, billing, and related matters. You may opt out of non-essential marketing communications by emailing legal@lulacommerce.com or using unsubscribe links in email communications.

a.  Lula Hub & Channels. Lula Channels aggregates and manages third-party Marketplace Platform integrations on behalf of Operators. Operators remain solely responsible for their own Marketplace Platform accounts, compliance with Marketplace Platform terms of service, accuracy of menu and pricing data, and fulfillment of orders placed through those platforms. Lula is not a party to transactions between Operators and Marketplace Platforms.

b.  Lula Direct. Lula Direct provides first-party web and mobile ordering infrastructure for Operators. Lula processes End Customer orders on behalf of the Operator. The Operator is the merchant of record for all transactions. Payment processing for Lula Direct transactions is subject to the terms set forth in Section 18.

c.  Lula Solo. Lula Solo is a self-serve, product-led access tier of the Service. Operators accessing the Service through Lula Solo agree to all terms herein. Promotional trial periods and self-serve subscription terms are governed by the pricing and plan details presented at onboarding or on the Lula pricing page.

d.  Lula AI Voice. Lula AI Voice provides an AI-powered customer service agent for digital ordering and support on behalf of Operators. Operators must inform End Customers that calls may be recorded and handled by automated systems, in compliance with applicable recording and consent laws. Lula AI Voice responses are generated by machine learning models and may contain inaccuracies; Operators are responsible for reviewing AI Voice configurations and ensuring accuracy. See also Section 9 (AI-Powered Features).

e.  Lula Analytics. Lula Analytics provides data insights and reporting derived from Merchant Data and, where applicable, aggregated industry data. Data provided through Lula Analytics is for informational purposes only; Lula makes no representations regarding the accuracy, completeness, or fitness for a particular purpose of any analytics output.

f.  Lula Virtual Kiosks. Lula Virtual Kiosks enables End Customers to browse and order from within a retail location using their own devices. Operators are responsible for ensuring that kiosk functionality complies with applicable accessibility and consumer protection laws.

g.  Signal. Signal manages Google Business Profile listings for Operators, including creating and updating secondary brand listings for in-store CPG and foodservice concepts. Operators grant Lula the authority to access and manage their Google Business Profile account(s) on their behalf. Operators are responsible for ensuring the accuracy of all listing information.

h.  Managed Services. Lula's Managed Services offerings, including Merchandise Digitization, Location Analysis, and Seamless Marketplace Listing, are provided as professional services. Specific terms, deliverables, and SLAs are set forth in applicable Order Forms or Statements of Work.

i.  Operator Automation Tools. Lula's Operator suite includes automated tools for Operational Uptime monitoring, Ratings & Feedback management, Refund & Dispute automation, and Financial Auditing & Reconciliation. These tools are provided as-is and are subject to the disclaimers in Section 13. Operators retain final responsibility for all disputes, refund decisions, and financial reconciliations.

Operators are responsible for all Merchant Content submitted to the Service and must comply with these Content Guidelines at all times. These guidelines are non-exhaustive.

a.  Accuracy. All product listings, pricing, inventory levels, store hours, and operational data must be kept accurate and current. Inaccurate data may result in order errors, customer disputes, and Marketplace Platform penalties, for which the Operator is solely responsible.

b.  Marketplace Policy Compliance. When using Lula Channels, Operators must comply with the terms of service, content policies, and operational standards of each applicable Marketplace Platform.

c.  Lawful Products and Services. Operators may not list, advertise, or facilitate the sale of any product or service that is unlawful in the applicable jurisdiction, or that requires regulatory compliance not satisfied by the Operator (e.g., age-restricted items such as tobacco, alcohol, lottery products, or controlled substances).

d.  Intellectual Property. Operators must have full rights to all Merchant Content they submit, including product images, brand marks, logos, and descriptions. Operators may not upload Content that infringes any third-party copyright, trademark, or other intellectual property right.

e.  Prohibited Content. Operators may not submit or use the Service to transmit Content that is fraudulent, defamatory, deceptive, pornographic, or that promotes illegal activities.

f.  Prohibited Technical Activities. Operators may not: use automated means to scrape, index, or extract data from the Service; attempt to reverse engineer any portion of the Service; circumvent security or access controls; or use the Service to conduct competitive intelligence gathering.

a.  Operator Responsibility. Operators are solely responsible for all Merchant Content they submit. By submitting Merchant Content, Operators represent that they own or have the right to use such Content and that it does not violate any third-party rights or applicable law.

b.  License to Lula. By submitting Merchant Content, Operators grant Lula a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, store, display, and process Merchant Content solely for the purpose of providing and improving the Service. Lula does not claim ownership of Merchant Content.

c.  Lula Content. Lula owns all Lula Content and all other elements of the Service, including visual interfaces, software, trademarks, service marks, and product features. You may not reproduce, distribute, or create derivative works from Lula Content except as expressly authorized.

d.  Removal. Lula reserves the right to remove or disable any Merchant Content that violates these Terms, applicable law, or Marketplace Platform policies, without prior notice.

Any promotional credits, trial periods, or discount codes issued by Lula in connection with the Service are non-transferable (unless required by law), have no cash value, and expire as specified at issuance or, if no date is specified, thirty (30) days after the issue date. If an Operator Account is terminated, any unused credits or coupons are automatically forfeited and cannot be redeemed unless otherwise required by law. Lula reserves the right to modify or discontinue promotional programs at any time.

a.  All Operators represent and warrant that they have read and understood these Terms and the Privacy Policy.

b.  All Operators represent and warrant that they will not, and will not assist or encourage others to:

1. Violate these Terms;
2. Submit inaccurate, fraudulent, or misleading product listings, pricing, or operational data;
3. Violate any third-party rights, including copyright, trademark, trade secret, or privacy rights;
4. Use the Service to violate any applicable law or regulation;
5. Attempt to gain unauthorized access to the Service, other Operator accounts, or Lula's infrastructure;‍
6.  Use any spider, robot, or automated means to scrape or access the Service without express written authorization from Lula;‍
7.  Transmit any malware, viruses, or other harmful code through the Service;
8. Impersonate Lula, any Marketplace Platform, or any other party;
9. Use the Service to compete with Lula or gather competitive intelligence about Lula's products, pricing, or customers.

c.  Operators with Operator Accounts further represent and warrant that:

i.  The individual accepting these Terms has authority to bind the Operator entity;

ii.  The Operator is duly authorized to operate the stores and offer the products listed through the Service;

iii.  The Operator's use of Marketplace Platform integrations through Lula Channels is authorized under the Operator's agreements with each applicable Marketplace Platform;

iv.  All products and services made available through the Service comply with applicable laws, including age-verification requirements for restricted products;

v.  The Operator agrees Lula may contact them by any reasonable means using contact information on file.

a.  AI Limitations. AI Features are provided as tools to support Operator operations. AI-generated outputs, including but not limited to voice responses, review replies, dispute recommendations, and analytics, may contain errors or inaccuracies. Operators are responsible for reviewing AI-generated content before acting on or publishing it.

b.  Lula AI Voice. When using Lula AI Voice, Operators acknowledge that: (i) call interactions between End Customers and the AI Voice agent may be recorded and processed; (ii) Operators must provide appropriate call-recording disclosures to End Customers as required by applicable law (including applicable two-party consent laws); and (iii) Lula AI Voice is not a substitute for human customer service and Operators remain responsible for the accuracy of information communicated to End Customers.

c.  Model Improvement. Lula may use anonymized and aggregated interaction data from AI Features to train, test, and improve its AI models. No personally identifiable Merchant Data or End Customer data is used in model training without explicit consent.

d.  Automated Operator Tools. Automated refund dispute submissions, ratings responses, and financial reconciliation actions taken through the Service are initiated on behalf of the Operator. Operators retain final responsibility for all actions taken through automated tools and should review outputs regularly.

a.  Operator Responsibility. Lula Channels connects Operator accounts to Marketplace Platforms as a technical service provider. Operators are and remain solely responsible for (i) their 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.

b.  No Agency. Lula does not act as an agent or representative of any Marketplace Platform. Lula is not responsible for Marketplace Platform policies, payout schedules, fee structures, or decisions to suspend or terminate Operator accounts on a Marketplace Platform.

c.  Financial Reconciliation. Lula's financial auditing and reconciliation tools are provided to assist Operators in tracking marketplace payouts. These tools rely on data provided by Marketplace Platforms and may not capture all transactions, especially in cases where Marketplace Platforms do not provide complete payout reference data. Lula makes no guarantees as to the completeness or accuracy of reconciliation data and is not liable for marketplace payout errors.

d.  Third-Party Platform Changes. Marketplace Platforms may update their integrations, APIs, or policies at any time. Lula will use reasonable efforts to maintain integration functionality but is not liable for disruptions caused by Marketplace Platform changes.

By submitting ideas, suggestions, feedback, or proposals ("Feedback") to Lula, you agree that: (a) the Feedback contains no confidential information not owned by you; (b) Lula is under no confidentiality obligation with respect to the Feedback; (c) Lula may already have similar ideas under development; (d) Lula has no obligation to review or implement the Feedback; (e) Lula has no obligation to compensate you for Feedback unless expressly agreed in writing; and (f) you grant Lula an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, and distribute the Feedback for any purpose.

The Service may include links to, or integrations with, third-party websites, applications, data providers, or services ("Third Party Services"), including Marketplace Platforms, POS system providers, and analytics partners. Lula does not endorse, control, or assume responsibility for any Third Party Service. Your use of any Third Party Service is at your own risk and subject to that service's own terms and privacy policies.

You agree to indemnify, defend, and hold harmless Lula, its parents, subsidiaries, affiliates, partners, officers, directors, employees, agents, and representatives (collectively, "Lula Entities") from and against any claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising from or relating to: (i) your access to or use of the Service; (ii) Merchant Content you submit; (iii) your violation of these Terms; (iv) your breach of any representations or warranties herein; (v) products or services you sell or offer through the Service; (vi) your failure to comply with Marketplace Platform terms; or (vii) any infringement of third-party rights by you or any party using your Operator Account. Lula reserves the right to assume exclusive control of any such defense at your expense.

a.  THE SERVICE AND ALL SERVICE CONTENT ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." THE LULA ENTITIES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LULA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

b.  THE LULA ENTITIES ARE NOT LIABLE FOR ANY THIRD-PARTY ACTIONS OR OMISSIONS, INCLUDING THOSE OF MARKETPLACE PLATFORMS, POS VENDORS, PAYMENT PROCESSORS, OR END CUSTOMERS.

c.  AI FEATURES ARE PROVIDED WITHOUT WARRANTY. LULA IS NOT LIABLE FOR ANY ERRORS, OMISSIONS, OR ACTIONS TAKEN BASED ON AI-GENERATED OUTPUTS.

d.  YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO DISCONTINUE USE AND TERMINATE YOUR OPERATOR ACCOUNT.

e.  THE LULA ENTITIES' MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY LOSSES OR DAMAGES ARISING IN CONNECTION WITH THE SERVICE OR THESE TERMS IS LIMITED TO THE AMOUNT PAID BY YOU TO LULA IN THE SIX (6) MONTHS PRIOR TO THE CLAIM GIVING RISE TO LIABILITY.

f.  THE LULA ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR REPUTATIONAL HARM.

a.  Delaware law governs these Terms and any claim or dispute arising between you and Lula, without regard to conflict of law principles. For any claim brought by either party, you consent to the exclusive personal jurisdiction and venue of the state and federal courts located within Philadelphia, Pennsylvania.

b.  Any subpoena or third-party process directed to Lula must issue from, or be domesticated by, the state or federal courts in Philadelphia, Pennsylvania.

c.  Attorneys' fees and court costs shall be awarded against any party that pursues a claim in violation of this Section without the other party's written consent.

a.  You may terminate these Terms by closing your Operator Account and providing written notice to Lula at legal@lulacommerce.com.

b.  LULA MAY SUSPEND OR TERMINATE YOUR OPERATOR ACCOUNT, DELETE MERCHANT DATA, OR RESTRICT YOUR ACCESS TO THE SERVICE FOR ANY OR NO REASON, WITHOUT NOTICE, AND WITHOUT LIABILITY.

c.  Sections 1, 6, 8, 9, 11, 13–15, 16(c), 17, and 18 survive termination.

You and Lula agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. You may not consolidate or join claims of other similarly situated persons without Lula's written consent.

a.  Lula Direct — Card Payments (via Finix). Lula Commerce partners with Finix as its payment processor for card transactions processed through Lula Direct. By using Lula Direct to process customer payments, you agree to the following fee structure:

• Card transactions (all brands): 2.9% + $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.

b.  Verifone CNP Payment Processing. Operators using Lula's Verifone integration for card-not-present payment processing are subject to the rate schedule set forth in their applicable Order Form or Verifone Merchant Agreement. Lula facilitates this integration but is not the payment processor for Verifone-processed transactions.

c.  Tax Processing (via Numeral). Lula utilizes Numeral for automated tax calculation and remittance services. A tax processing fee of 0.40% per eligible transaction applies where Numeral tax services are enabled. This fee is disclosed at the time of service activation and is subject to change with notice.

a.  Nothing in these Terms is intended to confer rights or remedies upon any third party.

b.  Lula reserves the right to modify, sell, transfer, or discontinue the Service at its sole discretion, at any time, without notice or liability.

c.  These Terms, together with the Privacy Policy and any applicable Order Form or API Agreement, constitute the entire agreement between you and Lula regarding use of the Service.

d.  Lula's failure to enforce any right or provision does not constitute a waiver. Any waiver must be in writing signed by Lula.

e.  If any provision of these Terms is found unenforceable, it shall be modified to the minimum extent necessary; all other provisions remain in full force.

f.  These Terms may not be assigned, transferred, or sublicensed by you without Lula's prior written consent. Lula may freely assign these Terms.

g.  No joint venture, partnership, employment, or agency relationship exists between you and Lula as a result of these Terms.

h.  Section titles are for convenience only and have no legal effect.