Standard Terms & Conditions

Spillover Standard Terms & Conditions
Updated: 24 August 2026

These Spillover Standard Terms and Conditions (the "Spillover Standard Terms"), together with the applicable Marketing Services Agreement ("MSA") between the customer identified in the MSA ("Client" or "Customer") and Spillover Software Group, LLC ("Spillover"), set forth the terms and conditions applicable to the products and services provided by Spillover. In exchange for the consideration set forth in the Marketing Services Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by both parties, Client and Spillover agree as follows, intending to be legally bound

1. The Agreement

Spillover will provide the Marketing Services identified in the MSA, subject to Client's payment of the applicable fees and compliance with the MSA and these Spillover Standard Terms. The MSA and these Spillover Standard Terms together constitute the binding agreement between the parties (the "Agreement").

The Agreement becomes binding on the earlier of (a) the date the MSA is signed by Spillover, or (b) the date Spillover launches the Client’s website, activates any contracted Marketing Service, or otherwise makes the contracted Services available for Client use, regardless of whether Spillover has countersigned the MSA. That earlier date will be the “Effective Date”.

The MSA controls with respect to the specific products and services purchased, pricing, payment process and stated Term where it directly conflicts with these Standard Terms, except where these Standard Terms expressly state that a provision controls.

2. Definitions

"3rd Party APIs" means application programming interfaces or similar third-party technology used by Spillover in connection with the Marketing Services, including to access, receive or transfer data.

"Activation Date" means the agreed date on which the Marketing Services are activated and ready for use. Unless otherwise agreed, if an Activation Date has not been established, the Default Activation Date will occur no later than the start of the next calendar month following sixty (60) days from the Effective Date. Delays caused by Client do not postpone the billing or term consequences of an agreed Activation Date or Default Activation Date.

"Client Materials" means materials, trademarks, data, content, photographs, videos, images, designs and information supplied or approved by Client for use in the Marketing Services, including Restaurant names and logos.

"End User Data" means personal information and other data provided by Client or collected through Client's use of the Marketing Services relating to Client's actual or prospective customers, subscribers, guests, online ordering customers or other end users. End User Data does not include Resultant Data.

"End Users" means actual or prospective customers and guests of the Client.

“False Start” means a situation in which Spillover has commenced onboarding, implementation, website development, configuration, migration, setup, campaign preparation or other work for a Client, but the Client thereafter delays, suspends, abandons or materially fails to progress the implementation, including by failing to provide required content, information, credentials, approvals, access or other cooperation reasonably requested by Spillover. A False Start may also occur where a Client requests that work be paused after implementation has commenced and subsequently requests that Spillover restart or recommence the Services.      

"Licensed Software" means Spillover software tools and integrated third-party solutions made available as part of the Marketing Services.

"Marketing Services" or "Services" means the products and services identified in the MSA, which may include websites, hosting, online ordering, eCommerce, email and text marketing, social media, reputation management, reservations, customer database tools, analytics, automation, AI-enabled functionality, third-party integrations, photography, videography, managed services and concierge marketing.

"Restaurant(s)" means the restaurant locations owned, operated or otherwise affiliated with Client for which the Marketing Services are used.

"Resultant Data" means any aggregated, anonymized, de-identified, statistical, analytical, benchmarking, inferred, modeled or derived data, metadata, metrics, insights, trends, scores, segments, models, reports, outputs, compilations or other information generated from, based on or relating to the operation or use of the Marketing Services, Client Materials, End User Data or other data processed through the Services, provided that such Resultant Data does not identify an individual End User and, where required by applicable law, does not identify Client as its source. Resultant Data includes information used to improve, train, test, validate or evaluate Spillover products, algorithms, artificial intelligence and machine-learning systems, subject to applicable law.

"Spillover Materials" means Spillover software, technology, designs, templates, content, data, Resultant Data, Work Product and other materials provided by or on behalf of Spillover.

"Work Product" means photographs, videos, designs, software-related work, content and other works created or developed by Spillover in connection with the Marketing Services.

3. Marketing Services

Spillover will provide the Marketing Services identified in the MSA for the applicable Term. Client authorizes Spillover, as reasonably necessary to provide the Services, to create, access, post to and manage relevant websites, accounts, profiles, social media accounts, Google Business Profile, subscriptions and applications; acquire relevant domain names, accounts and handles; and access, collect, read, analyze and use information made available through those systems on Client's behalf.

Website Development / Design Services.

Where purchased, Spillover will develop or design a website based on agreed requirements and available templates. The website is deemed accepted when launched live or when Client begins conducting services or transactions through it.

Website Accessibility / ADA.

Spillover uses commercially reasonable efforts to design and maintain websites with accessibility in mind and to support commonly recognized accessibility practices. Website accessibility is an ongoing process and can be affected by content, images, documents, third-party applications, integrations, plugins, changes made by Client or others, browser and assistive technology differences, and evolving laws, regulations, standards and interpretations. Spillover does not represent, warrant or guarantee that any website will at all times comply with the Americans with Disabilities Act (ADA), the Web Content Accessibility Guidelines (WCAG), or any other accessibility law, regulation or standard, or that use of the Marketing Services will prevent an accessibility complaint, demand, investigation or lawsuit.

Client is the owner/operator of its website and remains responsible for determining and satisfying the legal accessibility requirements applicable to its business and website, including reviewing content supplied by Client and third parties. To the maximum extent permitted by law, Spillover is not responsible or liable for claims, demands, settlements, judgments, penalties, attorneys' fees, remediation costs or other losses arising from or relating to alleged website inaccessibility or ADA/WCAG non-compliance, except to the extent finally determined to have resulted from Spillover's gross negligence or willful misconduct. Client's indemnification obligations in this Agreement include third-party accessibility and ADA claims arising from Client's website, content, business or use of the Services.

Spillover strongly recommends that each Client purchase and maintain an appropriate third-party accessibility solution and monitoring service. Spillover currently offers accessiBe as an optional add-on for this purpose. accessiBe is an independent third-party service, is subject to its own terms, pricing and availability, and is intended to assist with accessibility efforts and risk mitigation; neither Spillover nor accessiBe guarantees that its use will achieve or continuously maintain legal compliance or prevent claims. Client is responsible for deciding, with its legal advisers where appropriate, what accessibility measures are suitable for its business.

Web Hosting Services.

Where purchased, Spillover will provide hosting on a commercially reasonable basis. Spillover targets service availability of at least 98% when the Services are needed by Client, measured over a calendar year, excluding scheduled downtime, third-party outages, Client-caused failures, force majeure events and other permitted interruptions.

Support and Maintenance.

Spillover will provide the support purchased under the MSA and use commercially reasonable efforts to respond appropriately to support requests.

Photography and Videography.

Photographs, videos, designs and other creative materials created by Spillover are Spillover Work Product and remain owned by Spillover unless expressly assigned in a signed agreement. If Client pays the full stated fee for a professional photo or video shoot, Spillover grants Client a royalty-free, non-exclusive, revocable license to use the resulting materials for Client's own marketing purposes during and after the Term, subject to payment in full and continued compliance with the Agreement. Spillover may revoke or suspend that license for material non-payment, unlawful use, misrepresentation of ownership, or material breach affecting Spillover's rights. Where Spillover sponsors, subsidizes or discounts a shoot, Client's license is limited to the Term unless Spillover agrees in writing to an ongoing license or buyout for an additional fee.

Licensed Software.

Spillover grants Client a non-exclusive, non-sublicensable and non-transferable license during the Term to use the Licensed Software solely for Client's internal business purposes.

4. Changes to Services

If Client requests a change in the scope of Services, the parties will discuss the requested change and any related fee adjustment in good faith. Neither party is required to accept a change unless agreed in writing. A signed change order or other written amendment becomes part of the Agreement.

5. Ownership of Materials

Client Materials.

As between the parties, Client owns Client Materials. Client grants Spillover and its affiliates a worldwide, royalty-free license during the Term to use, reproduce, modify, adapt, distribute, display and publish Client Materials as reasonably necessary to provide, market and support the Marketing Services and the Restaurant(s). Client also grants Spillover a continuing, royalty-free right to identify Client as a current or former customer and to use Client's name, logo, publicly available materials, screenshots and non-confidential examples of work performed by Spillover in sales, marketing, portfolio, case-study and promotional materials, unless Client has requested in writing that Spillover cease future promotional use. Any such request will not require withdrawal of materials already lawfully published or distributed.

Client represents and warrants that it owns or has all permissions necessary for Spillover to use Client Materials as authorized by the Agreement and that Client Materials do not violate third-party rights or applicable law.

Spillover Materials.

Spillover owns Spillover Materials and all related intellectual property rights. Spillover grants Client a limited, revocable, royalty-free license to use Spillover Materials solely as incorporated into the Marketing Services during the Term, except where the Agreement expressly grants continuing rights.

Feedback and Suggestions.

If Client or any of its personnel provides Spillover with ideas, suggestions, enhancement requests, recommendations, concepts, corrections, comments or other feedback concerning the Services (collectively, "Feedback"), Client grants Spillover a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable and sublicensable right to use, reproduce, modify, commercialize, disclose and incorporate that Feedback into any product, service or business activity without restriction, attribution, confidentiality obligation or compensation. Spillover is not required to use any Feedback.

6. Trademarks

Each party retains ownership of its names, logos and trademarks. Except for the licenses expressly granted in the Agreement, neither party may use the other's marks without permission. Client acknowledges that an identifying footer such as "Powered by Spillover" may appear on applicable Services.

7. Data, Privacy and Security

(a) Client End User Data.

As between Client and Spillover, neither the Agreement nor this Section is intended to assign to Client any ownership interest in Spillover's Platform, databases, database architecture, compilations, metadata, system records, analytical outputs or Resultant Data. Client retains whatever rights it has under applicable law in identifiable End User Data relating to its End Users. Client grants Spillover a non-exclusive, worldwide, royalty-free, transferable and sublicensable right and license, during the Term and thereafter as permitted below, to host, copy, store, organize, structure, transmit, process, analyze, combine and otherwise use identifiable End User Data to provide, secure, support, maintain, operate, improve and develop the Marketing Services; carry out lawful Client instructions; prevent fraud and misuse; comply with law; create and exploit Resultant Data; maintain business continuity; and support any Corporate Transaction. These rights may be exercised by Spillover, its affiliates, service providers and permitted successors and assigns, subject to applicable law. Spillover will not sell identifiable End User Data as a standalone data product unrelated to the Services except as permitted by applicable law and with any required notice, consent or opt-out rights.

(b) Spillover Ownership of Resultant Data.

Spillover exclusively owns all right, title and interest in and to the Platform, databases, database architecture, database compilations, metadata, system-generated records, analytical outputs and Resultant Data, including all intellectual property and proprietary rights in the methodologies, organization, selection, arrangement, compilations, analyses, benchmarks, models and insights embodied in or generated from them. To the extent any ownership interest in Resultant Data or related compilations could otherwise vest in Client, Client hereby assigns that interest to Spillover and, where assignment is not legally effective, grants Spillover an exclusive, perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable license to use and exploit it. Spillover may collect, generate, retain, reproduce, combine, analyze, commercialize, license, disclose, sell, transfer and otherwise exploit Resultant Data for any lawful business purpose, including analytics, benchmarking, product development, market intelligence, artificial intelligence and machine learning. These rights survive expiration or termination of the Agreement.

(c) Corporate Transactions.

Client acknowledges that the Marketing Services, customer relationships, contractual rights, Platform, databases, End User Data, Resultant Data, metadata, analytical outputs and related technology and records may constitute assets of Spillover. Spillover may disclose relevant information to bona fide prospective investors, lenders, purchasers and their professional advisers under appropriate confidentiality obligations for due diligence, financing or valuation purposes, and may assign, sell, transfer or otherwise convey such information and associated rights to an affiliate, successor or acquirer in a merger, acquisition, financing, reorganization, change of control, sale of equity, sale of assets or similar corporate transaction (a "Corporate Transaction"), subject to applicable law. No separate Client consent is required for a permitted Corporate Transaction. A successor or acquirer may continue to process identifiable End User Data for the purposes permitted under the Agreement and applicable law, and may own, retain, commercialize and otherwise use Resultant Data and related Spillover assets to the same extent as Spillover.

Following termination, Spillover has no obligation to retain identifiable End User Data except as required by law or as reasonably necessary for backup, security, fraud prevention, dispute resolution, legal compliance, business continuity, internal recordkeeping, enforcement of rights, or completion of a Corporate Transaction. Spillover may retain Resultant Data, metadata, analytical outputs and non-identifying system records indefinitely. If Client requests a copy of available identifiable End User Data in writing within thirty (30) days after termination and has paid all amounts due, Spillover will provide an available export in an industry-standard format; a reasonable service fee may apply.

(d) Client Privacy Responsibilities.

Client is responsible for providing legally compliant privacy notices to End Users and for ensuring that Client has a lawful basis, permission or consent for the collection, use and sharing of End User Data and for marketing communications sent by Client or by Spillover on Client's behalf. Client must not instruct Spillover to use End User Data in a manner that violates applicable law or an End User's valid privacy choice.

Client will make Spillover's Privacy Policy available where reasonably appropriate in connection with Spillover-powered websites, online ordering, reservations, forms, loyalty, email, text and other End User-facing services. The Privacy Policy is intended to apply both to Spillover.com business interactions and to End Users of Customer websites and Platform services and is available at https://spillover.com/privacy-policy-endusers/ (opens in a new tab) (or any successor URL designated by Spillover).

(e) Spillover Website and Business Contact Data.

Personal information submitted directly to Spillover through Spillover.com or through sales, support, billing, account management, partner or vendor interactions is handled in accordance with the same Spillover Privacy Policy available at https://spillover.com/privacy-policy-endusers/ (opens in a new tab) (or any successor URL designated by Spillover).

(f) Security.

Each party will use reasonable safeguards appropriate to the information and systems under its control. Client is responsible for protecting its devices, credentials, networks and accounts and for promptly notifying Spillover of suspected unauthorized access affecting the Marketing Services.

8. Items for Which Spillover Is Not Responsible

To the maximum extent permitted by law, Spillover is not responsible for delays caused by Client or permitted interruptions; Client's legal terms, privacy notices or legal compliance obligations; Client's failure to secure its systems or credentials; harmful code not caused by Spillover's gross negligence or willful misconduct; Client's permission to use mailing or messaging lists; Client backups; Client network quality; Client changes to third-party hardware or software; third-party license fees, permissions, warranties, service terms, outages or incompatibilities; effects that activation, configuration or use of the Marketing Services may have on third-party hardware, software, websites, accounts or integrations; Client Materials; or Client's compliance with accessibility laws.

Client remains responsible for confirming that it has sufficient rights to all photographs, product descriptions, trademarks and other materials supplied to Spillover.

9. Client's Key Responsibilities

Client represents and warrants that it is duly organized and authorized to enter the Agreement; will use the Marketing Services only in accordance with the Agreement and applicable law; will not violate third-party intellectual property, privacy or other rights; and will not remove proprietary notices from the Services.

Client will not reverse engineer, decompile, disassemble or attempt to discover the source code or underlying structure of Spillover software; create unauthorized derivative works; use the Services to develop, benchmark, train, test, evaluate or support a competing product or service or for competitive analysis except with Spillover's prior written consent; or rent, lease, sublicense, resell, transfer or make the Services available to third parties except as expressly authorized in writing.

Client will comply with all applicable export control, trade sanctions and anti-boycott laws and will not access, use, export, re-export, transfer or make the Services available in violation of restrictions administered by the United States or other applicable governmental authorities. Client represents that neither Client nor, to Client's knowledge, any person using the Services through Client is prohibited from receiving the Services under applicable sanctions or export-control laws.

Client is responsible for Client Materials and for ensuring that all materials supplied to Spillover may lawfully be used by Spillover for the Services.

Text Messaging.

If Client uses Spillover text messaging services, Client is solely responsible for ensuring that every recipient has provided any consent required by applicable law and carrier rules before receiving marketing text messages. Client must clearly disclose the nature of the program, expected message frequency, that message and data rates may apply, and that consent is not a condition of purchase where required. Client must honor opt-out requests promptly and support customary opt-out commands such as STOP, END, CANCEL, UNSUBSCRIBE or QUIT and customary HELP functionality. Marketing messages must identify the business or program as required by law and applicable CTIA, carrier and messaging-provider requirements. Client must not upload or mark a mobile number as opted-in unless Client has a reasonable basis to document that consent.

Email and Other Electronic Marketing.

Client may use Spillover's email and other electronic marketing tools only for permission-based or otherwise lawful communications. Client is responsible for the legality and accuracy of contact lists supplied to Spillover and must honor unsubscribe, suppression and other valid recipient choices. Spillover may suspend a campaign or account if it reasonably believes messaging is unlawful, abusive or likely to harm deliverability or platform reputation.

10. Term and Termination

Term, Automatic Renewal and Cancellation

The Term begins as stated in the MSA or, if no commencement date is stated, on the first day of the calendar month following the Activation Date. The Agreement will continue for the initial term identified in the MSA (the “Initial Term”). If no Initial Term is identified, the Initial Term will be ninety (90) days.

Unless otherwise stated in the MSA, following the Initial Term the Agreement will automatically renew for successive periods equal to the Initial Term (each a “Renewal Term”).

Client may terminate the Agreement by providing written notice to billing@spillover.com.

The minimum termination notice period depends on the length of the Initial Term:

• For a 30-day Initial Term, the minimum termination notice period is 30 days.
• For a 90-day Initial Term, the minimum termination notice period is 90 days.
• For any Initial Term longer than 90 days, the minimum termination notice period is 120 days.

For purposes of calculating the effective termination date, the applicable notice period begins on the last day of the calendar month in which Spillover receives the termination notice. The effective termination date will therefore be the last day of the applicable number of full calendar months following the month in which notice is received.

To prevent automatic renewal, Spillover must receive Client’s written termination notice at least 30 days before the end of the then-current Initial Term or Renewal Term. If notice is received fewer than 30 days before the end of the then-current Term, the Agreement will automatically renew for the next Renewal Term.

If notice is received in sufficient time to prevent the next automatic renewal, the Agreement will nevertheless continue through the applicable minimum termination notice period described above.

If notice is received fewer than 30 days before an upcoming renewal date, the Agreement will renew for the next Renewal Term and termination will not take effect before the later of:

• the end of that Renewal Term; or
• the end of the applicable minimum termination notice period.

Client remains responsible for all fees and other charges due through the effective termination date. A termination notice does not relieve Client of any payment obligation relating to the then-current Term, any Renewal Term triggered under this Section, or any other amounts properly due under the Agreement.

Either party may terminate for material breach if the breach is incapable of cure or remains uncured ninety (90) days after written notice. Spillover may terminate for convenience on thirty (30) days' notice and may terminate or suspend sooner for non-payment, material violations of Client obligations, insolvency, legal or security risk, or a declared False Start where Client fails to provide information, approvals, credentials, content, access or cooperation reasonably required to activate the Services. A False Start does not relieve Client of amounts already due, implementation costs incurred, committed fees that have begun to accrue, or reasonable restart/reconnection fees if Client later asks Spillover to resume implementation.   Any such fee is in addition to fees otherwise payable under the Agreement and does not alter the Client's Term or termination obligations.

11. Effect of Expiration or Termination

On expiration or termination, Client must cease use of the Services and pay all amounts due. Unless otherwise provided all of Client’s rights and licenses to use the Marketing Services shall terminate.

If Client requests immediate cessation of Services, repudiates the Agreement, or otherwise terminates or causes termination before the end of a committed Term or Renewal Term other than for an uncured material breach by Spillover, Client remains responsible for all fees that would otherwise have become payable through the end of the committed period and applicable Notice Period. To the extent permitted by applicable law and the MSA, Spillover may accelerate those remaining committed fees so they become immediately due and may charge an authorized payment method on file for amounts properly due.

After full payment and subject to the Agreement, Spillover will reasonably cooperate in providing Client Materials, available End User Data requested under Section 7, and Client-owned credentials, accounts or domain names in Spillover's control. Reasonable transition or export fees may apply.

Spillover may disable or remove Services and may delete or retain data in accordance with Section 7, applicable law and reasonable operational practices.

So long as Client has Terminated per the Terms of this Agreement then Client may elect to purchase an ongoing license for the Photo Work Product generated from a Spillover Sponsored Photo Shoot for a one-time fee of $599. Likewise, Client may elect to purchase an ongoing license for Video Work Product generated from a Spillover Sponsored Video Shoot for a one-time fee of $1,000. It is at Spillovers sole discretion whether Spillover will agree to sell such Work Product and Spillover reserves the right to adjust the price for such Work Product at any time, with or without notice. Client may not use Work Product after Termination without acquiring a license from Spillover if Client availed of a Spillover Sponsored Photo Shoot or a Spillover Sponsored Video Shoot. Spillover owns, and continues to own after Agreement Termination, and may use in any way it chooses, all Work Product produced from any and all Spillover organized photo or video shoots whether they were sponsored by Spillover or fully paid for by the Client at the time.

In the event of termination because of a False Start, along with Spillover's rights to recognize and retain the Fees already collected at signing of MSA for the first months Term as defined in section 14(a), Spillover may also charge Client for any other costs associated with the delay in go-live and the resulting False Start.  Such additional Fees include, but are not limited to, all costs incurred by Spillover on behalf of Client for a Sponsored Photo Shoot and/or a Spillover Sponsored Video Shoot.

12. Suspension of Services

Spillover may suspend all or part of the Services if it reasonably believes Client Materials or Client's use violates the Agreement, applicable law or third-party rights; if amounts are materially past due; during a contractual cure period; or where suspension is reasonably necessary to protect the security, integrity, deliverability or reputation of Spillover's systems or messaging channels. Client remains responsible for fees during a suspension attributable to Client. Spillover may charge a reasonable reconnection, reactivation or restart fee where suspension or deactivation resulted from Client's non-payment, breach or failure to cooperate.

13. Client Responsibility for Restaurant(s) and other hospitality customers.

Client is responsible for compliance with the Agreement by each Restaurant, location, affiliate, employee, agent or other person using the Services through Client's account.

Client / Restaurant and End User Disputes.

Spillover is a technology and marketing provider and is not a party to the underlying commercial relationship between Client or a Restaurant and its End Users. Except for Spillover's own obligations expressly stated in the Agreement, Spillover is not responsible for disputes concerning food or product quality, allergens, ingredients, pricing, taxes, refunds, substitutions, cancellations, reservations, deposits, events, loyalty rewards, coupons, gift cards, promotions, delivery, customer service, injuries, premises conditions or any other act or omission of Client, a Restaurant, an End User or an independent third party. Client assumes the risks associated with those relationships and will address such disputes directly with the applicable End User or third party.

13A. Online Orders, Refunds, Chargebacks and Customer Transactions

Spillover provides technology that facilitates transactions between Client and End Users but is not the seller of Client's food, beverages, merchandise or services. Client is solely responsible for product descriptions, menus, pricing, taxes, availability, preparation, fulfillment, substitutions, cancellations, refunds, credits, chargebacks, customer-service issues and disputes arising from the underlying transaction, except to the extent a payment processor or other third party is expressly responsible under its own agreement.

Client is responsible for all refunds, reversals, chargebacks, card-network assessments, processor fees and similar amounts attributable to Client transactions, including fraud or disputes relating to Client's products, fulfillment or customer service. To the extent Spillover pays, advances, credits or otherwise incurs any such amount on Client's behalf, Client will promptly reimburse Spillover. Spillover may, to the extent permitted by law, deduct, recoup or set off amounts Client owes Spillover against amounts otherwise payable or credited to Client.

13B. Loyalty Programs, Promotions, Coupons and Gift Cards

Client is solely responsible for the creation, terms, legality, funding, administration, redemption and fulfillment of any loyalty program, rewards program, coupon, discount, contest, sweepstakes, promotion, stored-value product or gift card offered through or promoted using the Services. Client must clearly disclose all material terms and comply with applicable consumer-protection, advertising, sweepstakes, gift-card, expiration, refund, tax, unclaimed-property and escheat laws.

Unless Spillover expressly agrees otherwise in writing, Spillover is not the issuer, seller, obligor or guarantor of any Client reward, coupon, promotion, stored-value balance or gift card and has no responsibility to fund or honor it. Client will honor valid offers it creates or authorizes and will resolve related End User disputes directly.

14. Fees and Payments

Pricing and payment terms are set out in the MSA. Unless otherwise agreed, the first payment is due on the Effective Date and includes any setup or implementation fees and the first month's recurring fees. Spillover may bill recurring fees monthly in advance and may automatically charge an authorized credit card or EFT account, or invoice Client where approved.

Subject to 14(l) below, the agreed pricing for the Marketing Services and the general payment terms are reflected in the Marketing Services Agreement including any initial fees and recurring fees (the “Consideration”), and Client agrees to pay such Consideration on such terms. In addition:

1. Client agrees to deliver first payment on the Effective Date of the Agreement and, unless otherwise agreed in the Marketing Services Agreement, that such first payment will include any once off or implementation fees along with the first months recurring fees. Client further agrees that Spillover will charge for the first month (by crediting Client account balance for the pre-payment already made) on the Activation Date or if none, on the Default Activation Date. If this date occurs mid month Spillover shall include a proportional fee to the end of the following month, and charge Client for same, such that Client billing is now adjusted to begin on the 1st day of each month.
2. Client agrees to make payments thereafter on or before the 5th business day of each month, unless otherwise agreed in the Marketing Services Agreement.
3. Spillover charges and collects monthly in advance for use of the Services. Client authorizes Spillover to, and Spillover will automatically charge Client’s credit card or EFT (or issue an invoice if Spillover approves such an arrangement) for the monthly fee(s) along with any initial set-up fees as outlined in the Marketing Services Agreement during the Initial Term, and Spillover will thereafter automatically bill Client’s credit card or EFT (or issue an invoice to Client) monthly in advance for the period of the Term or Renewal Term. The renewal fee(s) subject to 14(l) will be equal to the then-current Service fee in effect at the time of such Renewal.
4. If Client uses Online Ordering, Client agrees to a $1.00 per order fee (“Order / Ordering Fee”) paid by the End User (or at Clients choice by the Client themselves) and payable to Spillover for any orders that are less than $40.00 or a $2.00 per order fee paid by the End User for any orders where the total order value equals or exceeds $40.00 (also “Order/Ordering Fee”). All Ordering Fees will be totaled for the previous month and included in the standard monthly invoice as a line item of “Online Ordering Fees”. Collection of these Online Ordering Fees may be from the Client at month-end or if collected at time of order from the End User it may be remitted to Spillover via the processing partner within 24 hours, depending on payment gateway solution used. If the Ordering Fee is collected along with the charge for the food order then the appropriate local sales taxes will be applied to the combined total of food and the Ordering Fees and these taxes will be collected through the Online Ordering system. Client will keep the sales tax associated with the Ordering Fees and will be responsible for the remittance of that sales tax to appropriate state authorities along with all other sales tax payments. In most circumstances the Spillover invoice to Client for the Online Ordering Fees will exclude any sales tax as Client has applied that tax at time of order to the End User.
5. Spillover will begin billing for contracted services once the solution is live or 60 days after the Effective Date of the Agreement (whichever is sooner). Spillover will apply any due at signing payments along with the first month of billed service paid by Client at the Effective Date. In the event that the contracted services are partially live, Spillover may bill partial monthly fees for services prorated according to the percentage of contracted service that are live. Once any setup work for contracted services has been initiated by Spillover, any and all due at signing payments (including the first month's software and service fees) are non-refundable. If Client opts to delay their go-live past 90 days, then Spillover will apply the first month recurring fees to the cost of implementation and set-up and will at Client request hold the Client site and set-up in stasis mode for up to a further 30 days. After 120 days the Client shall be deemed by Spillover to be a false start, this will be communicated to the Client by the Spillover project manager and all work will be shut-down on the Clients project (“False Start”). If subsequent to a False Start being declared a Client wishes to proceed with their products and services as originally defined in the MSA, or a variant of that solution, then a further implementation fee will be due to re-start the project.
6. Unless otherwise stated in the Marketing Services Agreement, Spillover’ fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Client is responsible for paying all Taxes associated with Client’s purchases hereunder or they may be added by Spillover to the fees if required by State or federal laws.
7. Client agrees to provide Spillover with complete and accurate billing and contact information. This information includes Client's legal company name, street address, email address, and name and telephone number of an authorized billing contact and license administrator. Client agrees to update this information within thirty (30) days of any change to it. If the contact information Client has provided is false or fraudulent, Spillover reserves the right to terminate this Agreement and/or Client's access to the Services in addition to any other legal or equitable remedies it may have.
8. For credit card payers, fees shall accrue at the start of the initial Term, and Client's credit card will be charged at that time. Any Client electing to pay their Consideration via a credit card hereby agrees to accept an additional 3% service fee (“Convenience Fee”) which shall be applied by Spillover as a convenience fee for using this service. If Client has been approved for payment by invoice, invoices will be generated at the start of the initial Term, and thereafter approximately one month in advance of the start of any Renewal Term, and shall be due within thirty (30) days. Client's account will be considered delinquent (in arrears) if payment in full is not received within thirty (30) days of the date of the invoice.
9. If Client believes that the bill is incorrect, Client must notify Spillover in writing within thirty (30) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
10. In addition to any other rights granted to Spillover herein, delinquent invoices (accounts in arrears) are subject to interest of 2.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including attorney's fees.
11. If Client or Spillover initiates Termination of this Agreement, Client will be obligated to pay the balance due on Client's account computed in accordance with this Section. Client further agrees that if Client has initiated Termination via a Termination Notice and Client no longer wishes Spillover to provide Marketing Services then Client further accepts and agrees that Client will be obligated to pay the fees for such Marketing Services that are still due to be provided under the Term or Renewal Term and would have been due in the future, such fees to be paid in one payment. Client agrees that Spillover may charge any such unpaid fees and future fees that would have been charged under the remaining Term, to Client's credit card or otherwise bill Client for such unpaid fees.
12. Client agrees that Spillover may from time to time increase its recurring monthly fees for Clients Marketing Services in line with reasonable inflationary costs, so long as Client has been receiving such services for at least six months from the Activation Date, and so long as Spillover notifies Client via email of its intention to increase such fees and gives Client fourteen (14) days notice prior to applying any increase.
13. If Client uses the Spillover supported delivery solution in conjunction with Online Ordering, then our technology partner Inhouse Delivery (IHD) will provide the technology to avail of a delivery tracking and driver network system. All Online orders that use IHD software will also include a $1.50 per order usage fee in addition to the actual delivery fee and the Online Ordering transaction fee. This Delivery Processing Fee will be collected at time of order and will either be charged to the end consumer or Client depending on the approach agreed with Client. All delivery issues are handled between Client and IHD through the IHD portal and Spillover is at no time responsible for missed deliveries or lost food orders. Client expressly accepts that the delivery part of Online Ordering is between Client and IHD and that Spillover has no responsibility for the performance of this service nor financial responsibility for loss of food product or customer refunds.
14. Client may use a payment processing provider (“PPP”) to facilitate processing payment for online ordering, eCommerce and other related transactions. Spillover will aim to provide integration between Spillover approved PPP solutions and Spillover online ordering as well as other Spillover transaction-based software on behalf of Client, at Clients request. Spillover is not a party to any agreement between the Client and a PPP and is not responsible in any way for the collection of funds related to such transactions. If a chargeback or non-payment occurs with regard to any transactions through a PPP then the Client may at its owns risk and cost dispute this chargeback and each PPP has a similar process for handling this which should be confirmed by the Client along with any associated costs that may be occurred by the Client if their dispute is unsuccessful.

For further information on chargebacks please check out our main PPP connected solution at Jupico at https://help.jupico.com/disputes opens in a new tab to an external website. For reference to codes that are associated with chargebacks for all PPPs please see https://www.chargebackgurus.com/chargeback-reason-codes opens in a new tab to an external website.

15. Indemnification

Client, on behalf of itself and each Restaurant, affiliate, owner, director, officer, employee, contractor, agent and person using the Services through Client, will indemnify, defend and hold harmless Spillover and its affiliates, members, managers, directors, officers, employees, agents, licensors, service providers, successors and assigns from and against third-party claims, demands, actions, investigations, fines, penalties, losses, liabilities, damages, judgments, settlements, costs and reasonable attorneys' fees arising out of or relating to: (a) Client's breach of the Agreement; (b) Client's or a Restaurant's negligence, willful misconduct, products, food preparation, delivery, premises or operations, including personal injury, death or property damage; (c) Client Materials or alleged infringement, misappropriation or violation of intellectual property, publicity, privacy or other rights; (d) contests, sweepstakes, promotions or offers conducted by or for Client; (e) Client's collection, use, disclosure or instructions concerning End User Data; (f) email, text or other communications sent without required consent or from unauthorized lists; (g) Client's website, accessibility, ADA or other regulatory compliance; or (h) Client's violation of applicable law, except to the extent finally determined to have been caused by Spillover's gross negligence or willful misconduct.

15A. No Guaranteed Business Results or Extra-Contractual Warranties

Client acknowledges that marketing, search visibility, customer acquisition and restaurant performance depend on many factors outside Spillover's control. Spillover does not guarantee any particular increase in sales, revenue, profit, online orders, reservations, website traffic, search-engine ranking, reviews, ratings, customer acquisition, engagement, return on advertising spend, marketing performance or other business result. Any projections, examples, case studies, estimates, benchmarks or historical results are illustrative only and are not promises of future performance.

No oral or written statement, representation, projection, estimate, demonstration, proposal, sales presentation, recommendation or advice by a Spillover employee, salesperson, agent, contractor or representative creates a warranty, guarantee, service level or contractual commitment unless it is expressly stated in the MSA or in a written amendment signed by an authorized representative of Spillover. Client acknowledges that it has not relied on any promise or representation not contained in the Agreement.

16. Disclaimer of Warranties

THE MARKETING SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPILLOVER DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET OUT IN THE AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RESULTS AND QUIET ENJOYMENT. SPILLOVER DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS, PRODUCE ANY PARTICULAR BUSINESS OR MARKETING RESULT, REMAIN AVAILABLE FOR PURCHASE, OR OPERATE WITH EVERY THIRD-PARTY HARDWARE, SOFTWARE, PLATFORM, API OR SERVICE.

SPILLOVER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT THIRD-PARTY SERVICES OR INTEGRATIONS WILL REMAIN AVAILABLE OR COMPATIBLE. CLIENT ACKNOWLEDGES THAT ACTIVATING, CONFIGURING OR USING THE SERVICES MAY AFFECT THIRD-PARTY SYSTEMS AND THAT SPILLOVER IS NOT RESPONSIBLE FOR THIRD-PARTY CHANGES, OUTAGES, FEES, DATA PRACTICES OR COMPATIBILITY EXCEPT TO THE EXTENT EXPRESSLY REQUIRED BY LAW.

17. Limitation on Types of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPILLOVER WILL NOT BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION OR LOSS OF USE ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR SPILLOVER WAS ADVISED OF THEIR POSSIBILITY.

18. Maximum Liability

EXCEPT WHERE APPLICABLE LAW DOES NOT PERMIT SUCH A LIMITATION, SPILLOVER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE LESSER OF (A) THE CASH FEES PAID BY CLIENT TO SPILLOVER FOR THE AFFECTED SERVICES DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) $1,000.

19. Essential Purpose

The limitations in Sections 17 and 18 apply even if a remedy fails of its essential purpose. Client acknowledges and agrees that the parties entered into this Agreement in reliance upon the limitations of liability set forth in Sections 17 and 18, that those limitations reflect an allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties.

20. Force Majeure

Spillover is not liable for failure or delay caused by events beyond its reasonable control, including network outages, transmission failures, system failures, cybersecurity incidents not caused by Spillover's gross negligence, changes in law, fire, flood, natural disaster, civil disturbance, terrorism, pandemic or war. If such non-performance continues for ninety (90) days, Client may terminate by giving fifteen (15) days' written notice.

21. Reservation of Rights

All rights not expressly granted under the Agreement are reserved by the respective owner.

22. Remedies

Except as expressly stated, the parties' rights and remedies are cumulative and not exclusive.

23. Miscellaneous

The Agreement is governed by the laws of the State of Texas, and the parties submit to the exclusive jurisdiction and venue of the state courts located in Travis County, Texas, for disputes arising under the Agreement.

The Agreement contains the entire understanding between the parties concerning its subject matter and supersedes prior or contemporaneous statements, proposals, quotes, representations or warranties concerning that subject matter. Any amendment must be in writing and signed by the parties.

The Agreement does not create a partnership, joint venture, fiduciary or employment relationship. Client may not assign the Agreement without Spillover's prior written consent. Spillover may, without Client consent, assign or transfer the Agreement and any rights, licenses, data rights and obligations associated with the Marketing Services to an affiliate or to a successor, purchaser or other party in connection with a merger, acquisition, financing, reorganization, change of control, sale of equity, sale of assets or transfer of all or any material portion of Spillover's business or technology. Any permitted successor or assignee may exercise the same rights under the Agreement, including rights relating to End User Data and Resultant Data, subject to applicable law and the continuing obligations of the Agreement.

No Third-Party Beneficiaries. Except for Spillover's affiliates, indemnitees, successors and assigns where expressly provided, the Agreement is for the sole benefit of the parties and does not confer any right, remedy or benefit on any other person or entity.

If a provision is unenforceable, the remaining provisions remain effective. Failure to enforce a provision is not a continuing waiver. Electronic signatures and counterparts are binding.

In an action to enforce the Agreement, the prevailing party is entitled to recover its reasonable costs and attorneys' fees to the extent permitted by law. Provisions that by their nature should survive termination, including ownership, data rights, payment obligations, confidentiality-related obligations, indemnification, disclaimers, liability limitations and miscellaneous terms, will survive.

Notices will be sent to the addresses or email contacts identified in the MSA unless a party provides updated notice information.

Updated: 24 August 2026.

Contact: legal@spillover.com | Spillover Software Group, LLC, 7600 Burnet Road, Suite 170, Austin, Texas 78757

Related privacy document: Spillover Privacy Policy: https://spillover.com/privacy-policy-endusers/ (opens in a new tab).