End-User Licensing Agreement
Woqal AI Restaurant Services Agreement
This Restaurant Services Agreement (the "Agreement") is a binding legal agreement between the restaurant or entity agreeing to these terms ("Restaurant," "you," or "your") and WOQAL, INC. ("Woqal AI," "we," "us," or "our").
By signing up for, integrating, or using the Woqal AI services, you agree to be bound by this Agreement.
1. Definitions
For purposes of this Agreement:
- “End User” means a customer of the Restaurant who interacts with the AI Agent.
- “Third-Party Platforms” means POS systems, delivery services, or ordering systems that the Restaurant integrates with the Services.
- “Payment Processor” means the third-party entity that processes payments for Restaurant orders (e.g., Stripe, Inc.).
- “Service Order” means a written or electronic order specifying the Services and applicable Fees.
- “AI Agent” means Woqal AI’s artificial intelligence-powered voice assistant platform.
2. The Woqal AI Services
WOQAL, INC. provides an AI-powered voice assistant platform (the "Services") to assist restaurants with customer interactions. The Services include:
- AI Agent: Receives and processes spoken orders from End Users.
- Order Injection: Connects with your POS or delivery platforms ("Third-Party Platforms") to transmit orders.
- Payment Facilitation: Facilitates payment processing via your Payment Processor or in-store settlement.
You acknowledge that the AI Agent is a probabilistic tool and may occasionally misinterpret End User requests, accents, or menu items.
3. Payment Processing
WOQAL, INC. is not a bank, money transmitter, or payment processor. All payment processing is handled by your designated Payment Processor.
You must maintain an active account in good standing with a Woqal AI-supported Payment Processor. You agree to be bound by the Processor’s terms.
Woqal AI acts only as your limited agent for initiating payment requests and transmitting order data.
You are the merchant of record and are solely responsible for disputes, chargebacks, refunds, and payment-related issues.
4. Restaurant Responsibilities and Obligations
You will:
- Provide accurate and current menu, pricing, and operating information.
- Provide Woqal AI with necessary API keys and credentials.
- Fulfill orders promptly and handle all End User inquiries or complaints.
- Comply with all applicable laws and obtain necessary End User consents for AI and call recording.
5. Fees and Payment
Restaurant agrees to pay the Fees outlined in the Service Order. Fees may include setup, subscription, or per-transaction charges. Unless otherwise stated, all Fees are non-refundable.
6. Intellectual Property and Data
WOQAL, INC. retains all rights to its software, technology, and models. You retain ownership of your Restaurant Content.
You grant Woqal AI a non-exclusive, worldwide license to use your Restaurant Content for providing and marketing the Services.
You grant WoqalInc a perpetual, worldwide, irrevocable license to use anonymized, aggregated data to improve and train the AI Agent.
7. Data Protection and Privacy
Each Party shall comply with all applicable data protection laws (including CCPA and GDPR). Woqal AI shall implement industry-standard safeguards to protect personal data against unauthorized access, use, or disclosure.
WoqalInc will notify the Restaurant within a reasonable timeframe of any confirmed data breach affecting Restaurant or End User data.
8. Confidentiality
Each Party agrees to keep confidential all non-public, proprietary, or trade secret information disclosed by the other Party and use it only for purposes of this Agreement. This obligation survives termination.
9. Acceptable Use
Restaurant shall not: (a) resell, sublicense, or distribute the Services; (b) use the Services for illegal or deceptive purposes; (c) reverse-engineer or copy the AI Agent; or (d) use the Services in a way that harms Woqal AI or others.
10. Term and Termination
This Agreement begins upon your first use of the Services and continues until terminated.
Either Party may terminate with thirty (30) days’ written notice, or immediately for material breach.
Upon termination, all outstanding Fees become due, and each Party shall return or destroy Confidential Information.
Sections 6–10, 12–14 shall survive termination.
11. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WOQALINC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WOQAL AI DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.
12. Limitation of Liability
To the maximum extent permitted by law, Woqal AI shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits or revenue.
Total liability shall not exceed the Fees paid by the Restaurant in the three (3) months preceding the event giving rise to the claim.
13. Indemnification
Restaurant agrees to indemnify, defend, and hold harmless WOQAL, INC. from any third-party claims arising from (a) breach of this Agreement, (b) failure to obtain necessary End User consents, or (c) issues related to Restaurant’s products, services, or content.
14. Force Majeure
Neither Party shall be liable for delays or failures caused by events beyond reasonable control, including acts of God, natural disasters, or internet outages.
15. Dispute Resolution
Disputes shall be resolved through binding arbitration under the rules of the American Arbitration Association (AAA) in New Jersey.
Each Party bears its own costs, and the arbitrator’s decision is final.
16. Independent Contractor Relationship
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
17. Modifications
WOQAL, INC. may modify this Agreement with thirty (30) days’ written notice. If the Restaurant does not agree to the new terms, it may terminate this Agreement prior to the effective date without penalty.
18. General Provisions
Governing Law: This Agreement is governed by the laws of the State of New Jersey.
Entire Agreement: This document and any Service Order represent the entire agreement between the Parties.
Severability: If any provision is found invalid, the remaining provisions remain enforceable.
Notices: Notices must be sent in writing to the contact addresses specified in the Service Order.
