1. Acceptance of Terms

1.1 Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Oversight Division Engineering LLC (d/b/a bavoli) ("Bavoli," "we," "us," or "our"), governing your access to and use of the Bavoli platform, including our website at bavoli.com, the Bavoli dashboard, application programming interfaces (APIs), embeddable booking widgets, and all related services (collectively, the "Service").

By creating an account, accessing, or using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional guidelines or policies referenced herein. If you do not agree to these Terms, you must not access or use the Service.

1.2 Eligibility

You must be at least eighteen (18) years of age to use the Service. By using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity and authority to enter into these Terms. If you are using the Service on behalf of a business, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" shall refer to both you individually and the entity you represent.

1.3 Modifications to Terms

Bavoli reserves the right to modify these Terms at any time. We will provide at least thirty (30) days' prior notice of any material changes by sending an email to the address associated with your account or by posting a prominent notice within the Service. Your continued use of the Service after the effective date of any modified Terms constitutes your acceptance of those changes. If you do not agree to the modified Terms, you must discontinue your use of the Service before the changes take effect.

2. Description of Service

2.1 Platform Overview

Bavoli is a software-as-a-service (SaaS) platform that provides restaurant reservation management, guest management, and related tools for restaurant owners, operators, and their staff ("Restaurant Users"). Bavoli also provides a guest-facing booking interface through which diners and other end users ("Guests") can make, modify, and cancel reservations at participating restaurants.

2.2 Core Features

The Service includes, but is not limited to, the following features:

Reservation Management: Online booking, automatic confirmations, reminders, and calendar management for restaurant reservations.
Waitlist Management: Walk-in queue management with real-time notifications.
Guest CRM: Guest profile management including preferences, dietary notes, visit history, and tags.
Floor Plan Management: Visual table and seating management tools.
Booking Widget: An embeddable widget that Restaurant Users can integrate into their own websites to accept reservations from Guests.
Analytics and Reporting: Operational insights including covers, no-show rates, peak hours, and revenue data.
No-Show Protection: Card holds, deposits, and confirmation mechanisms.
Notifications: SMS and email notifications to Restaurant Users and Guests regarding reservations, waitlist status, and other Service-related communications.

2.3 Subscription Model

The Service is offered under a tiered subscription model. Feature availability, usage limits, and pricing vary by subscription tier as described in Section 4 of these Terms and on our pricing page.

2.4 Platform Role

Bavoli is a technology platform that facilitates connections between Restaurant Users and Guests. Bavoli is not a restaurant, food service provider, or hospitality operator. We do not own, operate, or control any restaurant that uses the Service, and we are not a party to any agreement between a Restaurant User and a Guest. Any disputes arising from a dining experience, reservation fulfillment, or restaurant operations are between the Restaurant User and the Guest.

3. Account Registration

3.1 Account Creation

To access certain features of the Service, you must create an account. During registration, you agree to provide accurate, current, and complete information and to update such information as necessary to maintain its accuracy. Bavoli reserves the right to suspend or terminate any account that contains inaccurate, outdated, or incomplete information.

3.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials, including your password and any API keys. You agree to notify Bavoli immediately at legal@bavoli.com if you become aware of any unauthorized access to or use of your account. Bavoli shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.

3.3 Account Limitations

Unless you are subscribed to an Enterprise tier plan, each account is limited to a single restaurant location. Enterprise tier subscribers may manage multiple restaurant locations under a single account, subject to applicable per-location fees. You may not share account credentials across multiple individuals except through designated staff accounts provided within the Service.

3.4 Staff Accounts

Restaurant Users may create staff accounts for their employees or authorized representatives. The Restaurant User is responsible for all actions taken through staff accounts associated with their restaurant and for ensuring that all staff members comply with these Terms.

Staff accounts are licensed to the individual assigned and may not be shared. The account owner is responsible for all staff actions and for ensuring compliance with data protection requirements.

4. Subscription and Billing

4.1 Subscription Tiers

Bavoli offers the following subscription tiers, each with distinct features and pricing:

Free ($0/month): Includes up to 50 reservations per month, email notifications, 1 floor plan with up to 10 tables, 1 staff account, and a "Powered by Bavoli" badge on the booking widget.
Starter ($20/month): Includes up to 500 reservations per month, up to 750 SMS notifications per month, full guest CRM, no-show protection features, basic waitlist with SMS, 2 floor plans, and 3 staff accounts.
Professional ($50/month): Includes unlimited reservations, up to 2,500 SMS notifications per month, white-label widget, advanced CRM, and 10 staff accounts. Planned features for this tier may include marketing automation, POS integration, and review management as they become available.
Premium ($100/month per location): Includes all Professional features plus up to 5,000 SMS notifications per month, multi-location dashboard, unlimited staff accounts, a dedicated account manager, and a 99.9% uptime service level agreement. Planned features for this tier may include AI phone answering, staff scheduling, and AI demand forecasting as they become available.

Current pricing and feature details are available at bavoli.com/pricing. Pricing listed above reflects monthly billing rates as of the effective date of these Terms.

4.2 Billing Cycles

Subscriptions are billed on a monthly or annual basis, as selected by you at the time of subscription or upgrade. Annual subscriptions are billed as a single payment at the beginning of each annual billing period and reflect a 20% discount compared to monthly billing.

4.3 Automatic Renewal

All subscriptions automatically renew at the end of each billing cycle (monthly or annually) unless cancelled prior to the renewal date. You authorize Bavoli to charge the applicable subscription fee to your designated payment method upon each renewal.

Before each renewal, Bavoli will send an email reminder at least seven (7) days prior, including the charge amount, renewal date, and cancellation instructions. You may cancel at any time by: (a) selecting "Cancel Subscription" in Settings > Billing, or (b) emailing support@bavoli.com with "Cancel Subscription" in the subject. Upon cancellation, you will receive email confirmation and no further charges will apply.

4.4 Payment Processing

All payments are processed through Stripe, our third-party payment processor. By providing payment information, you agree to Stripe's terms of service and authorize Bavoli and Stripe to charge your payment method for all fees incurred under your account. You are responsible for ensuring that your payment information is current and valid at all times.

4.5 Cancellation Policy

You may cancel your subscription at any time through your account settings or by contacting support. Upon cancellation:

Monthly Subscriptions: Your subscription will remain active until the end of the current monthly billing period. No pro-rated refunds will be issued for the remaining days in the current billing period.
Annual Subscriptions: Your subscription will remain active until the end of the current annual billing period. You may request a pro-rated refund for the unused portion of your annual subscription, calculated from the date of your cancellation request to the end of the annual billing period, provided that the request is made within ninety (90) days of the most recent annual payment. No refunds will be issued after the 90-day window.

4.6 Refund Policy

Except as expressly stated in Section 4.5, all fees are non-refundable. Bavoli does not provide refunds or credits for partial months of service, upgrade or downgrade refunds, or periods of non-use of the Service.

Residents of California, New York, and other jurisdictions with consumer protection laws may be entitled to pro-rated refunds regardless of the above limitations, as required by applicable law.

4.6.1 Failed Payments

If a payment fails, Bavoli will: (1) retry the charge up to three (3) times over five (5) business days; (2) send an email notification of the failed payment; (3) suspend the account if payment is not resolved within five (5) days of the initial failure; and (4) terminate the account if payment remains unpaid for thirty (30) days. Data export remains available during suspension in accordance with Section 8.2.

4.7 Price Changes

Bavoli reserves the right to modify subscription pricing at any time. We will provide at least thirty (30) days' prior written notice of any price changes via email or through the Service. Price changes will take effect at the start of your next billing cycle following the notice period. If you do not agree to a price change, you may cancel your subscription before the new pricing takes effect.

4.8 Reservation Limits and Overages

Certain subscription tiers include monthly reservation limits. A "reservation" is defined as one booking associated with a confirmed reservation within a calendar month, regardless of party size. If you exceed your tier's monthly reservation limit, you will receive a notification and may be required to upgrade to a higher tier to continue accepting reservations for the remainder of that month. Bavoli reserves the right to restrict new reservation acceptance if your reservation limit is reached and no upgrade is made.

4.9 Add-On Subscriptions

Bavoli may offer add-on features or services for an additional monthly or annual fee. Add-on subscriptions are subject to the same billing, renewal, and cancellation terms as your primary subscription unless otherwise specified at the time of purchase. Current add-on pricing starts at $7/month and is detailed on our pricing page.

4.10 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying all taxes, levies, or duties imposed by taxing authorities in connection with your use of the Service, excluding taxes based on Bavoli's net income.

5. Acceptable Use

5.1 General Conduct

You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service.

5.2 Prohibited Activities

Without limiting the foregoing, you agree not to:

(a) Use the Service for any illegal or unauthorized purpose, including but not limited to violation of any local, state, national, or international law or regulation;

(b) Transmit any unsolicited commercial messages, spam, or other bulk communications through the Service;

(c) Attempt to gain unauthorized access to the Service, other User accounts, or any systems or networks connected to the Service;

(d) Use any automated means, including bots, scrapers, crawlers, or spiders, to access or interact with the Service except through Bavoli's officially documented APIs;

(e) Interfere with, disrupt, or attempt to compromise the security or integrity of the Service, including its servers, networks, or data;

(f) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service;

(g) Sublicense, resell, or redistribute the Service or any portion thereof without Bavoli's prior written consent;

(h) Use the Service to collect or harvest personal information of other Users or Guests except as necessary for legitimate restaurant operations;

(i) Upload, transmit, or distribute any viruses, malicious code, or other harmful material through the Service;

(j) Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

5.2.1 Prohibited Content

Restaurant Users may not upload: false or misleading business information, discriminatory policies, information about illegal businesses, copyright-infringing content, or sexually explicit or hateful content.

5.3 Restaurant User Obligations

If you are a Restaurant User, you additionally agree to:

(a) Hold and maintain all licenses, permits, and authorizations required by applicable law to operate a food service or restaurant business in your jurisdiction;

(b) Provide accurate and up-to-date information regarding your restaurant, including but not limited to business name, address, hours of operation, menu offerings, availability, and reservation policies;

(c) Honor confirmed reservations made through the Service in good faith, subject to your published cancellation and no-show policies;

(d) Comply with all applicable consumer protection, food safety, anti-discrimination, and accessibility laws in connection with your use of the Service;

(e) Promptly respond to Guest inquiries and reservation-related communications facilitated through the Service.

5.4 Enforcement

Bavoli reserves the right to investigate and take appropriate action against any User who, in Bavoli's sole discretion, violates these Terms, including without limitation removing content, suspending or terminating accounts, and reporting violations to law enforcement authorities.

6. Guest Terms

6.1 Applicability

This Section applies to Guests who make reservations, join waitlists, or otherwise interact with the Service through a Restaurant User's booking widget or Bavoli-hosted booking page.

6.2 Agreement by Use

By making a reservation or joining a waitlist through the Service, Guests agree to these Terms, the applicable Restaurant User's reservation policies (including cancellation and no-show policies), and Bavoli's Privacy Policy.

6.3 No-Show Policies and Fees

Restaurant Users may configure no-show policies through the Service, which may include the assessment of fees for missed reservations. No-show fees are set by the Restaurant User, not by Bavoli. By confirming a reservation at a restaurant that enforces no-show fees, Guests authorize the applicable charge in the event of a no-show, as defined by the Restaurant User's published policy. Bavoli processes no-show charges on behalf of the Restaurant User through Stripe.

6.4 Deposits and Cancellation Fees

Certain Restaurant Users may require deposits or charge cancellation fees for reservations. These fees are set and controlled entirely by the Restaurant User. Bavoli facilitates the collection and processing of such charges but does not determine the amounts, applicability, or refund eligibility. Guests should review the specific policies displayed at the time of booking.

6.5 Cancellation by Guests

Guests may cancel or modify reservations subject to the cancellation policy set by the applicable Restaurant User. Cancellation policies, including any applicable deadlines and fees, are displayed at the time of booking. Guests are encouraged to cancel reservations they cannot honor in a timely manner to allow the restaurant to accommodate other guests.

6.6 Platform Disclaimer for Guests

Bavoli is a technology platform and is not the restaurant. Bavoli does not control, and is not responsible for, the quality, safety, legality, or availability of food, service, or the dining experience at any restaurant using the Service. All claims, disputes, or complaints relating to a restaurant experience should be directed to the restaurant. Bavoli does not guarantee restaurant availability, table assignments, wait times, or the accuracy of information provided by Restaurant Users.

7. Intellectual Property

7.1 Bavoli Intellectual Property

The Service, including all software, code, algorithms, designs, user interfaces, trademarks, logos, documentation, and other materials associated with Bavoli (collectively, "Bavoli IP"), is the exclusive property of Bavoli and its licensors. These Terms do not grant you any right, title, or interest in or to any Bavoli IP except for the limited license to access and use the Service in accordance with these Terms.

7.2 Restaurant User Content

Restaurant Users retain ownership of all data, content, and materials they upload, submit, or create through the Service, including but not limited to restaurant names, logos, menu information, photos, reservation data, and guest lists (collectively, "Restaurant Content"). By using the Service, Restaurant Users grant Bavoli a non-exclusive, worldwide, royalty-free license to use, display, reproduce, and transmit Restaurant Content solely as necessary to operate, maintain, and improve the Service and to provide the features described herein.

7.3 License to Use Restaurant Branding

Restaurant Users grant Bavoli a limited, non-exclusive, revocable license to display the Restaurant User's name, logo, and general business information within the booking widget, booking pages, and related Service interfaces for the purpose of facilitating reservations and identifying the restaurant to Guests.

7.4 "Powered by Bavoli" Badge

Restaurant Users on the Free tier are required to display a "Powered by Bavoli" badge on their booking widget. This badge may not be removed, obscured, or modified. Removal or alteration of the badge constitutes a violation of these Terms and may result in suspension or termination of the account. Restaurant Users on paid tiers (Starter, Pro, or Enterprise) may opt out of displaying the badge.

7.4.1 White-Label Widget

Starter, Pro, and Enterprise tier subscribers may remove Bavoli branding from the booking widget. Restaurant Users must not misrepresent the widget as proprietary technology. Bavoli reserves the right to revoke white-label access if misused.

7.5 Feedback

If you provide Bavoli with any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Service ("Feedback"), you acknowledge that Bavoli may freely use, incorporate, and commercialize such Feedback without any obligation or compensation to you.

8. Data Ownership and Portability

8.1 Restaurant Data Ownership

Restaurant Users own their operational data, including reservation records, guest lists, contact information, floor plan configurations, and operational settings ("Restaurant Data"). Bavoli acts as a data processor with respect to Restaurant Data and processes it solely in accordance with these Terms and our Privacy Policy.

8.2 Right to Export Data

Restaurant Users may export their Restaurant Data at any time through the Service's data export features. Bavoli supports export in standard formats (such as CSV) for reservation records, guest data, and other operational information. Upon termination of your account, you may request a data export within the data retention period described in Section 12.4.

8.3 Anonymized and Aggregated Data

Bavoli may collect, aggregate, and anonymize data derived from the use of the Service such that it does not identify any individual User, Guest, or restaurant ("Aggregated Data"). Bavoli owns all Aggregated Data and may use it for any lawful purpose, including but not limited to improving the Service, generating industry analytics and benchmarks, conducting research, and developing new features or products.

8.4 Guest Data

Guest data collected through the Service (including names, contact information, and reservation history) is subject to Bavoli's Privacy Policy. Restaurant Users are responsible for complying with all applicable data protection laws with respect to Guest data they access through the Service, including obtaining any necessary consents.

9. Service Level and Availability

9.1 General Availability

Bavoli will use commercially reasonable efforts to maintain the availability of the Service. However, except as set forth in Section 9.2, Bavoli does not guarantee any specific level of uptime or availability. The Service may be subject to interruptions, delays, or errors due to maintenance, updates, technical issues, or other factors.

9.2 Enterprise Service Level Agreement

Enterprise tier subscribers are entitled to a 99.9% monthly uptime guarantee as measured by Bavoli's monitoring systems, excluding scheduled maintenance windows and force majeure events. In the event that Bavoli fails to meet this uptime commitment, Enterprise subscribers may request a service credit in accordance with the Enterprise SLA terms provided separately. "Uptime" is calculated as total minutes in the month minus downtime minutes, divided by total minutes in the month.

Service credits are calculated as follows: (a) 99.5% to 99.89% monthly uptime: 5% credit of monthly fees; (b) 99.0% to 99.49% monthly uptime: 10% credit of monthly fees; (c) below 99.0% monthly uptime: 25% credit of monthly fees. Credits must be requested within thirty (30) days. Credits are account credits, not cash refunds.

Service credit requests must be submitted to support@bavoli.com with "SLA Credit Request" in the subject within thirty (30) days of the affected month. Credits are automatically calculated upon request.

9.3 Scheduled Maintenance

Bavoli will provide at least twenty-four (24) hours' advance notice of scheduled maintenance that is expected to result in service disruption. Wherever practicable, scheduled maintenance will be performed during off-peak hours (between 2:00 AM and 6:00 AM Eastern Time). Notice will be provided via email, in-dashboard notification, or both.

9.4 Force Majeure

Bavoli shall not be liable for any failure or delay in the performance of the Service resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, acts of civil or military authority, fire, flood, power outages, internet or telecommunications failures, cyberattacks, government actions, strikes, or labor disputes ("Force Majeure Events"). During any such event, Bavoli's obligations under these Terms shall be suspended to the extent affected by the Force Majeure Event.

10. Limitation of Liability

10.1 Platform Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BAVOLI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BAVOLI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10.2 No Responsibility for Restaurants

Bavoli is not responsible for the conduct, quality, safety, legality, or operations of any restaurant using the Service. Bavoli does not endorse, guarantee, or assume liability for any products, services, or experiences offered by Restaurant Users. Any claims related to the dining experience, food quality, service, or restaurant operations should be directed to the applicable restaurant.

10.3 Maximum Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BAVOLI'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO BAVOLI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR USERS ON THE FREE TIER WHO HAVE NOT PAID ANY FEES, BAVOLI'S MAXIMUM LIABILITY SHALL BE THE GREATER OF ONE HUNDRED DOLLARS ($100) OR DIRECT DAMAGES UP TO FIVE HUNDRED DOLLARS ($500).

These limitations do not apply to: (i) personal injury or death, (ii) fraud or willful misconduct, (iii) data breaches resulting from gross negligence, or (iv) intellectual property infringement.

10.4 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BAVOLI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR:

(a) Lost profits, revenue, or business opportunities;

(b) Lost reservations, no-shows, or restaurant closures;

(d) Cost of procurement of substitute services;

(e) Business interruption or loss of use;

regardless of the cause of action or theory of liability, even if Bavoli has been advised of the possibility of such damages.

10.5 Essential Basis of the Bargain

The limitations and exclusions in this Section 10 are a fundamental element of the basis of the bargain between you and Bavoli. Bavoli would not provide the Service without these limitations.

11. Indemnification

11.1 Restaurant User Indemnification

If you are a Restaurant User, you agree to indemnify, defend, and hold harmless Bavoli and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, "Bavoli Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Your use of the Service;

(b) Your breach of these Terms;

(d) Your restaurant operations, including food safety, service quality, and compliance with health and safety regulations;

(e) Any dispute between you and a Guest arising from a reservation, dining experience, or related interaction;

(f) The content, accuracy, or legality of any Restaurant Content you provide through the Service.

11.2 Guest Claims

Guest claims arising from a dining experience, reservation dispute, or restaurant operations are the sole responsibility of the applicable Restaurant User. Guests acknowledge that Bavoli is a platform provider and agree to direct all such claims to the restaurant. To the extent permitted by law, Guests agree to indemnify Bavoli Parties from any claims arising from their misuse of the Service or breach of these Terms.

12. Termination

12.1 Termination by You

You may terminate your account at any time by cancelling your subscription through your account settings and deleting your account, or by contacting Bavoli support. Termination is subject to the cancellation and refund provisions in Section 4.5.

12.2 Termination by Bavoli

Bavoli may suspend or terminate your account at any time, with or without notice, for any reason, including but not limited to:

(a) Your breach of these Terms or any applicable law;

(b) Fraudulent, abusive, or illegal activity associated with your account;

(d) Non-payment of fees;

(e) A request by law enforcement or a government agency;

(f) Discontinuation or material modification of the Service.

12.3 Effect of Termination on Active Reservations

Upon termination of a Restaurant User's account, Bavoli will make commercially reasonable efforts to notify Guests with upcoming confirmed reservations at the affected restaurant. Bavoli shall not be liable for any losses or inconvenience resulting from the cancellation of reservations due to account termination. Restaurant Users are responsible for independently communicating with Guests regarding any reservations that may be affected by account termination.

12.4 Data Retention After Termination

Following termination of your account, Bavoli will retain your Restaurant Data for a period of thirty (30) days, during which you may request a data export by contacting support. After the 30-day retention period, Bavoli will delete your Restaurant Data from its active systems, except as required by law, regulation, or legitimate business purposes (such as maintaining anonymized and aggregated data as described in Section 8.3).

12.5 Survival

Sections 7 (Intellectual Property), 8.3 (Anonymized and Aggregated Data), 10 (Limitation of Liability), 11 (Indemnification), 13 (Dispute Resolution), and 15 (Miscellaneous) shall survive any termination or expiration of these Terms.

13. Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law provisions.

13.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first attempt to resolve the dispute informally by contacting Bavoli at legal@bavoli.com with a written description of the dispute, including all relevant facts and your requested resolution. Bavoli will attempt to resolve the dispute within thirty (30) days of receiving your notice. If the dispute is not resolved within this 30-day period, either party may proceed to formal dispute resolution as described below.

13.3 Mandatory Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service that is not resolved through the informal resolution process described in Section 13.2 shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in New York, New York. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

13.3.1 Cost Allocation

If you are an individual (not a business), Bavoli will pay all AAA filing fees and arbitrator costs that exceed the costs you would have incurred in court. Each party bears its own attorneys' fees.

13.4 Small Claims Exception

Notwithstanding Section 13.3, either party may bring an individual action in small claims court for disputes within the jurisdiction of such court, provided the action remains in small claims court and is not removed or transferred to a court of general jurisdiction.

13.5 Class Action Waiver

YOU AND BAVOLI AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, REPRESENTATIVE, OR COLLECTIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID.

13.5.1 Class Action Waiver Severability

If this class action waiver is found unenforceable, the arbitration provision shall remain in effect for individual claims only. If arbitration is also found unenforceable, disputes shall proceed in a court of competent jurisdiction on an individual basis.

13.6 Equitable Relief

Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

14. Modifications to Terms

14.1 Right to Modify

Bavoli reserves the right to modify, amend, or replace these Terms at any time in its sole discretion.

14.2 Notice of Changes

Bavoli will provide at least thirty (30) days' prior notice of any material changes to these Terms. Notice will be provided by email to the address associated with your account and/or by posting a prominent notice within the Service.

14.3 Acceptance of Changes

Your continued use of the Service after the effective date of any modified Terms constitutes your acceptance of the changes. If you do not agree to any modified Terms, your sole remedy is to discontinue use of the Service and terminate your account before the changes take effect.

15. Miscellaneous

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements or policies expressly incorporated by reference herein, constitute the entire agreement between you and Bavoli with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, communications, representations, and proposals, whether oral or written.

15.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties.

15.3 Waiver

The failure of Bavoli to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Bavoli.

15.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of Bavoli. Bavoli may freely assign or transfer these Terms without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and assigns.

15.5 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; or (c) sent by certified mail, return receipt requested, to the applicable party's address on file. Notices to Bavoli should be sent to legal@bavoli.com.

15.6 Third-Party Services

The Service may integrate with or contain links to third-party services (including Stripe for payment processing, Twilio for SMS notifications, Resend for email delivery, and Google Analytics for website usage analytics). Your use of third-party services is subject to those services' respective terms and policies. Bavoli is not responsible for the availability, accuracy, or practices of any third-party services.

15.7 No Agency

Nothing in these Terms shall be construed to create a joint venture, partnership, franchise, employment, or agency relationship between you and Bavoli. Neither party has the authority to bind the other or incur obligations on the other's behalf.

15.8 Headings

The section headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

15.9 Accessibility

Bavoli is committed to making the Service accessible to individuals with disabilities in accordance with the ADA and WCAG 2.1 Level AA guidelines. If you encounter accessibility barriers, contact accessibility@bavoli.com.

15.10 API Access

API access is available to Pro and Enterprise tier subscribers. Rate limits are 100 requests per minute (Pro) and 1,000 requests per minute (Enterprise). You are responsible for API key security. Bavoli will provide twelve (12) months' notice before deprecating any API endpoint. API access may not be used for scraping, reverse engineering, or exceeding fair-use thresholds.

15.11 Data Processing Agreement

For EU/EEA restaurant partners, Bavoli operates under a Data Processing Agreement (DPA) governing processor responsibilities, sub-processor authorization, data subject rights assistance, and international transfer mechanisms. The DPA is available at bavoli.com/dpa.

15.12 Subprocessors

Current subprocessors include Stripe (payments), Twilio (SMS), Resend (email), and Supabase (database). Bavoli will provide thirty (30) days' email notice before adding or changing subprocessors. If you object, you may terminate your subscription at no penalty within the notice period. The current subprocessor list is available at bavoli.com/subprocessors.

16. Contact Information

If you have questions or concerns about these Terms, please contact us:

Oversight Division Engineering LLC (d/b/a bavoli)

Email: legal@bavoli.com

For general support inquiries: support@bavoli.com

These Terms of Service were last updated on March 27, 2026.