Restaurant Software Subscription Agreement

MERCHANT SOFTWARE SUBSCRIPTION AGREEMENT

TriYum, LLC
Last Updated: April 30, 2026
Effective Date: The date Merchant accepts this Agreement through TriYum’s online acceptance process.

PLEASE READ THIS MERCHANT SOFTWARE SUBSCRIPTION AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE ON AN INDIVIDUAL BASIS AND A CLASS ACTION WAIVER, WHICH AFFECTS YOUR LEGAL RIGHTS. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 20, DISPUTES BETWEEN MERCHANT AND TRIYUM MUST BE RESOLVED BY INDIVIDUAL, BINDING ARBITRATION AND NOT IN COURT.

This Merchant Software Subscription Agreement (this “Agreement”) is entered into between TriYum, LLC, a Nevada limited liability company (“TriYum,” “we,” “us,” or “our”), and the restaurant, food facility, or other business that accepts this Agreement in connection with a Merchant account (“Merchant,” “you,” or “your”). This Agreement becomes effective on the date Merchant clicks the applicable acceptance button, checkbox, or other substantially similar assent mechanism presented by TriYum in connection with signup or renewal (the “Effective Date”).

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

“Agreement” means this Merchant Software Subscription Agreement, as modified or amended from time to time in accordance with its terms.

“Authorized User” means an individual human user authorized by Merchant to access the Merchant Platform on Merchant’s behalf through Merchant’s account.

“Consumer” means an individual or entity that uses TriYum’s consumer-facing platform to browse participating merchants, place orders, request pickup or delivery, communicate about active orders, or access related consumer-facing platform features.

“Consumer Platform” means TriYum’s consumer-facing websites, mobile application, and related services that allow Consumers to browse participating merchants, place pickup or delivery orders, communicate about active orders, and access related platform features.

“Delivery Subscriber” means an independent delivery business or provider that separately subscribes to or uses TriYum’s driver-facing platform or subscription tools to access software functionality related to delivery opportunities. Delivery Subscribers are not employees, agents, representatives, partners, or franchisees of TriYum or Merchant.

“Effective Date” means the date on which Merchant clicks the applicable assent mechanism accepting this Agreement in connection with signup or renewal.

“Initial Subscription Term” means the initial billing period for the Subscription as disclosed to Merchant at signup, beginning on the Effective Date.

“Merchant Content” means menus, item descriptions, prices, business names, logos, photos, trademarks, service marks, hours, availability information, promotional content, account information, communications, records, documents, images, and other content, data, or materials submitted, uploaded, transmitted, or otherwise provided by Merchant or its Authorized Users through the Merchant Platform.

“Merchant Location” means each separate restaurant, food facility, storefront, kitchen, retail location, or other physical business location for which Merchant is authorized to use the Merchant Platform.

“Merchant Platform” means TriYum’s proprietary, cloud-based merchant-facing software platform, including related websites, mobile functionality, dashboards, interfaces, order-management tools, communication tools, support features, payment-related integrations, and related hosted software functionality made available to Merchants through a subscription.

“Platform” means, collectively, the Merchant Platform, the Consumer Platform, TriYum’s driver-facing platform, and related software, interfaces, tools, and services, as applicable in context.

“Renewal Term” means each successive renewal period of the Subscription following the Initial Subscription Term, as disclosed in this Agreement or as updated from time to time upon notice.

“Subscription” means Merchant’s paid recurring right to access and use the Merchant Platform under this Agreement.

“Subscription Fees” means the subscription fees, charges, taxes, and other amounts disclosed at signup or otherwise agreed in writing for access to the Merchant Platform.

“Subscription Term” means the Initial Subscription Term and any Renewal Term.

“Third-Party Services” means third-party products, services, processors, tools, or integrations made available through, used in connection with, or interoperating with the Merchant Platform, including payment processors, mapping tools, communication providers, verification providers, and similar services.

2. ACCEPTANCE OF TERMS

By clicking the applicable checkbox, acceptance button, or other substantially similar assent mechanism presented by TriYum in connection with signup or renewal, Merchant agrees to be bound by:

• this Agreement, including but not limited to the automatic renewal terms, electronic contracting terms, arbitration agreement, and class action waiver; and
• TriYum’s written platform rules, instructions, and operational requirements made available through the Merchant Platform, to the extent such rules are consistent with this Agreement.

TriYum may provide separate privacy notices or policies describing its collection, use, disclosure, retention, and protection of personal information. 

If Merchant does not agree, Merchant may not create a Merchant account or access or use the Merchant Platform. TriYum may maintain electronic records of Merchant’s assent and of the terms presented at the time of assent in accordance with Section 23.

3. MERCHANT PLATFORM; NATURE OF RELATIONSHIP

3.1 Merchant Platform

TriYum provides the Merchant Platform as a business-use software service for participating merchants. The Merchant Platform may allow Merchant to create and manage a merchant account, display menu or product information, receive and manage orders, communicate about active orders, access support tools, and use related platform functionality made available by TriYum from time to time.

3.2 TriYum’s Role

TriYum provides software and related platform functionality. TriYum is not a restaurant, food facility, food preparation business, grocery store, delivery business, common carrier, employer, staffing company, franchise, or merchant of record for Merchant’s food, beverage, or other items.

3.3 Merchant’s Role

Merchant is an independent business and, as between Merchant and TriYum, is solely responsible for Merchant’s own business operations, including menus, prices, item descriptions, ingredients, allergen information, food preparation, packaging, order accuracy, item availability, hours of operation, substitutions, permits, licenses, taxes, personnel, legal compliance, and the quality, safety, and legality of goods Merchant offers through the Platform.

3.4 Delivery Subscribers

Where delivery is available, delivery may be performed by independent Delivery Subscribers that use TriYum’s separate driver-facing platform or subscription tools. Delivery Subscribers are independent parties and are not employees, agents, representatives, partners, or franchisees of TriYum or Merchant. This Agreement does not govern any Delivery Subscriber’s separate relationship with TriYum or with any Consumer.

3.5 No Agency, Partnership, Employment, Franchise, or Joint Venture

This Agreement creates only a software licensor-subscriber relationship between TriYum and Merchant. It does not create any employment, agency, franchise, joint venture, fiduciary, partnership, or similar relationship between TriYum and Merchant, between TriYum and any Delivery Subscriber, or between Merchant and any Delivery Subscriber. Merchant may not make representations on TriYum’s behalf or bind TriYum to any obligation.

3.6 No Guaranteed Orders or Business Opportunity

TriYum does not promise or guarantee that Merchant will receive any minimum number of Consumers, orders, transactions, leads, sales, revenue, profits, ratings, reviews, or delivery opportunities through the Merchant Platform. Merchant is not paying TriYum in exchange for any guaranteed business opportunity, customer list, assigned account, or guaranteed revenue stream.

4. ELIGIBILITY; BUSINESS ACCOUNT REQUIREMENTS

Merchant accounts are for restaurants, food facilities, and other participating businesses and are not intended for personal, household, or consumer use unrelated to a business. To create and maintain a Merchant account, Merchant must:

• be a sole proprietorship or business entity lawfully formed, existing, or authorized to do business under applicable law;
• be managed or controlled by at least one individual who is at least eighteen (18) years old and legally capable of entering into this Agreement on Merchant’s behalf;
• create and maintain the account for business use only;
• provide complete, current, and accurate registration, tax, account, payment, and contact information;
• provide any licenses, permits, registrations, health permits, alcohol licenses, tax documentation, or other documentation reasonably requested by TriYum in connection with confirming Merchant’s eligibility, lawful business status, or ability to offer particular items through the Platform;
• maintain all licenses, permits, registrations, approvals, insurance, and other legal authority required for Merchant’s business and for the goods or services Merchant offers through the Platform; and
• comply with all applicable laws in connection with Merchant’s business and use of the Merchant Platform.

Merchant is solely responsible for ensuring that its account information remains accurate and current.

5. SUBSCRIPTION; TERM; RENEWAL; CANCELLATION

5.1 Subscription

MERCHANT IS PURCHASING A RECURRING SOFTWARE SUBSCRIPTION TO ACCESS THE MERCHANT PLATFORM. SUBSCRIPTION FEES ARE SEPARATE FROM AMOUNTS PAID BY CONSUMERS FOR FOOD, BEVERAGES, DELIVERY, GRATUITIES, TAXES, OR OTHER ORDER-RELATED AMOUNTS.

5.2 Effective Date and Initial Subscription Term

THIS AGREEMENT BECOMES EFFECTIVE ON THE EFFECTIVE DATE. MERCHANT’S INITIAL SUBSCRIPTION TERM BEGINS ON THE EFFECTIVE DATE AND CONTINUES FOR ONE CALENDAR MONTH UNLESS EARLIER CANCELED OR TERMINATED IN ACCORDANCE WITH THIS AGREEMENT.

5.3 Automatic Renewal

THE SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE RENEWAL PERIODS OF ONE CALENDAR MONTH UNLESS MERCHANT CANCELS BEFORE THE NEXT RENEWAL CHARGE IS PROCESSED. MERCHANT AUTHORIZES TRIYUM AND ITS PAYMENT PROCESSORS TO CHARGE THE SUBSCRIPTION FEE, AT THE PRICE AND BILLING FREQUENCY DISCLOSED IN SECTION 5.6 OR OTHERWISE PRESENTED AT SIGNUP, FOR EACH RENEWAL PERIOD UNLESS AND UNTIL THE SUBSCRIPTION IS CANCELED OR TERMINATED IN ACCORDANCE WITH THIS AGREEMENT.

BEFORE MERCHANT IS ASKED TO ACCEPT THE SUBSCRIPTION, TRIYUM WILL PRESENT THE APPLICABLE AUTOMATIC-RENEWAL OFFER TERMS IN A CLEAR AND CONSPICUOUS MANNER AND IN VISUAL PROXIMITY TO THE REQUEST FOR MERCHANT’S CONSENT. THE CURRENT AUTOMATIC-RENEWAL TERMS ARE AS FOLLOWS:

Subscription. Merchant is purchasing a recurring software subscription to access the Merchant Platform for each Merchant Location enrolled in the Subscription Price. The current Subscription Fee will be clearly disclosed to Merchant during signup before Merchant accepts the Subscription.  

Billing Frequency. The Subscription Fee will be charged in advance every month.

Automatic Renewal. The Subscription will automatically renew for successive one-month renewal periods unless Merchant cancels before the next renewal charge is processed.

Cancellation Method. Merchant may cancel the Subscription online through the TriYum App, in the main menu under Delete Account. Cancellation will take effect at the end of the then-current billing period unless otherwise required by law or expressly stated by TriYum in writing. Merchant will retain access to the Merchant Platform through the end of that billing period unless TriYum terminates or suspends access earlier under this Agreement.

No Refund of Current Period. Cancellation stops future renewal charges but does not entitle Merchant to a refund of Subscription Fees already paid for the then-current billing period, except as required by applicable law or expressly stated by TriYum in writing.

5.4 Authorization to Charge

BY AFFIRMATIVELY ACCEPTING THE SUBSCRIPTION AT SIGNUP, MERCHANT AUTHORIZES TRIYUM AND ITS PAYMENT PROCESSORS TO CHARGE THE PAYMENT METHOD DESIGNATED FOR SUBSCRIPTION FEES ON THE BILLING SCHEDULE PRESENTED AT SIGNUP AND, IF APPLICABLE, ON EACH AUTOMATIC RENEWAL DATE, UNTIL THE SUBSCRIPTION IS CANCELED OR TERMINATED.

5.5 Fees; Billing; Taxes

The Subscription Fees are billed per month per Merchant Location at the time of this Agreement and may be changed for future billing periods upon valid notice. Unless otherwise expressly stated:

• Subscription Fees are billed per Merchant Location;
• Subscription Fees are billed in advance;
• Subscription Fees are billed at intervals of one calendar month;
• Subscription Fees are nonrefundable except as required by applicable law or expressly stated by TriYum in writing; and
• taxes applicable to Subscription Fees are Merchant’s responsibility unless TriYum is required by law to collect and remit them.

If Merchant enrolls more than one Merchant Location, Merchant authorizes TriYum and its payment processors to charge Subscription Fees for each enrolled Merchant Location unless and until the applicable Merchant Location’s Subscription is canceled or terminated in accordance with this Agreement.

5.6 Changes to Subscription Fees or Renewal Terms

TriYum may change Subscription Fees or other material renewal terms for future billing periods by providing advance notice in accordance with applicable law. If TriYum makes a material change to the terms of an existing automatic-renewal Subscription, TriYum will provide Merchant a clear and conspicuous notice of the change, together with information regarding how to cancel, in a form capable of being retained. If TriYum changes the fee charged under an existing Subscription, TriYum will provide notice of the fee change no less than seven (7) days and no more than thirty (30) days before the change takes effect, to the extent required by applicable law.

5.7 Electronic Copy of Agreement

Upon acceptance of this Agreement, TriYum will provide Merchant with an electronic copy of this Agreement, including the applicable automatic-renewal terms, cancellation policy, and information regarding how to cancel, in a manner capable of being retained, including by email to the email address associated with Merchant’s account and/or by making the Agreement available for download through the Merchant Platform.

5.8 Duration of Agreement

This Agreement remains in effect until the Subscription is canceled or terminated by Merchant or TriYum in accordance with this Agreement. If the Subscription renews, this Agreement remains in effect during each Renewal Term unless and until canceled or terminated.

6. LICENSE GRANT; ACCESS TO MERCHANT PLATFORM

6.1 License Grant

Subject to the terms and conditions of this Agreement, TriYum grants Merchant, during the Subscription Term, a limited, non-exclusive, non-transferable, revocable right and license to access and use the Merchant Platform solely for Merchant’s own internal business operations and participation as a merchant on the Platform.

6.2 Reservation of Rights

Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Merchant or any third party any ownership interest or other right, title, or interest in or to the Merchant Platform, the Platform, or any TriYum intellectual property. All rights not expressly granted are reserved by TriYum and its licensors.

7. MERCHANT RESPONSIBILITIES

Merchant is solely responsible for:

• Merchant’s own business operations;
• the legality, accuracy, completeness, and timeliness of all Merchant Content;
• menus, item descriptions, item photographs, ingredients, allergen information, nutritional information if provided, prices, item availability, hours, estimated preparation times, packaging, order accuracy, and order fulfillment;
• maintaining all licenses, permits, registrations, health approvals, alcohol licenses, tax registrations, and other legal authority required for Merchant’s business and for any items offered through the Platform;
• complying with all laws applicable to Merchant’s food, beverage, alcohol, retail, advertising, pricing, consumer-protection, tax, labor, employment, health, safety, and business operations;
• all taxes, filings, reporting, licenses, permits, registrations, and insurance applicable to Merchant’s business;
• all acts and omissions of Merchant’s owners, employees, contractors, agents, representatives, Authorized Users, and other personnel;
• promptly reviewing and responding to orders, substitutions, support requests, refund investigations, consumer complaints, and other notices made available through the Merchant Platform; and
• complying with this Agreement and other written platform rules made available by TriYum.

Merchant shall use Consumer, Delivery Subscriber, order, and other nonpublic information made available through the Platform only to the extent reasonably necessary to evaluate, accept, prepare, fulfill, document, or resolve an order, or as otherwise expressly permitted by this Agreement. Merchant shall not sell, disclose, retain, export, scrape, mine, compile, repurpose, or use such information for unrelated marketing, side databases, competitive intelligence, spam, personal outreach, or any other secondary purpose not expressly authorized by TriYum.

Merchant shall reasonably cooperate with TriYum in responding to privacy, deletion, correction, access, chargeback, regulatory, law-enforcement, legal, support, or dispute-resolution requests relating to orders placed through the Platform, to the extent required by applicable law and reasonably within Merchant’s control.

Merchant understands that access to and use of the Merchant Platform do not relieve Merchant of any obligation to comply with applicable law.

8. MENU PRICING; ORDER CHARGES; FEE TRANSPARENCY

8.1 Merchant Control of Menu Information

Merchant is responsible for establishing, maintaining, and updating the menu items, descriptions, prices, availability, hours, taxes, fees, and other Merchant Content displayed through the Platform, except to the extent TriYum expressly controls a particular Platform-generated fee or display field.

8.2 Pricing Accuracy and Price Parity

Merchant shall ensure that all prices, item descriptions, menu information, and related Merchant Content provided through the Merchant Platform are accurate, current, and not misleading. Merchant shall not list any food or beverage item on the Platform at a purchase price higher than the price Merchant offers to in-store customers for the same item at the time of the order.

8.3 Taxes and Merchant Charges

Merchant is responsible for determining and providing accurate information regarding taxes, fees, charges, deposits, and other amounts applicable to items Merchant offers through the Platform, except to the extent a tax, fee, or charge is calculated solely by TriYum or a Third-Party Service based on information provided by Merchant. Merchant shall promptly notify TriYum of any error in Merchant’s menu, pricing, tax, fee, item, or availability information.

8.4 Consumer-Facing Charge Display

TriYum may display item prices, applicable taxes, delivery-related charges, service or platform fees if any, gratuities, and other order-related amounts to Consumers before checkout in accordance with applicable law and Platform functionality. Merchant shall provide accurate and timely information reasonably necessary for TriYum to display order-related charges.

8.5 Promotions

TriYum may, in its discretion and to the extent permitted by law, offer promotional credits, discounts, or other promotional benefits to Consumers. Unless Merchant separately agrees in writing, TriYum-issued promotions will not reduce the amount owed to Merchant for the underlying item price set by Merchant. Merchant-sponsored promotions, discounts, or offers are subject to the terms Merchant approves through the Merchant Platform or otherwise agrees to in writing.

8.6 Merchant Fees and Service Plan Disclosure

Before Merchant accepts this Agreement or enrolls in any paid service plan, TriYum will disclose the fees charged by TriYum for each applicable Merchant service plan and the material features included in each such service plan. Additional commissions, platform fees, payment-processing fees, promotional charges, chargeback fees, reimbursement obligations, or other Merchant charges will apply only as disclosed in this Agreement, in the Merchant Platform, in the applicable transaction record, or in another written disclosure presented to Merchant before the charge is incurred.

8.7 Transaction Cost Breakdown

TriYum may provide Merchant and the Consumer with an accurate, clearly identified, and itemized cost breakdown for each order as required by applicable law and Platform functionality. The breakdown may include, as applicable, the purchase price of food or beverages, taxes, delivery-related charges, service or platform fees, payment-processing charges, gratuities payable to a Delivery Subscriber, and any fee, commission, reimbursement, or other cost charged by TriYum in connection with the transaction.

9. PAYMENT PROCESSING; PAYOUTS; THIRD-PARTY PROCESSORS

9.1 Payment Processing

Payment processing and payout services may be provided by Third-Party Services, including Stripe Connect or successor providers. Merchant’s use of payment functionality may be subject to the applicable processor’s terms, conditions, underwriting, identity verification, account requirements, payout schedules, reserves, holds, chargeback procedures, and privacy practices.

9.2 Payment Routing

The Merchant Platform may transmit transaction data and payment-routing instructions necessary for operation of the Platform and related payment integrations. TriYum does not own amounts payable to Merchant in connection with Consumer orders, except to the extent of Subscription Fees, platform fees, commissions, reimbursements, offsets, adjustments, or other amounts expressly owed to TriYum under this Agreement or otherwise agreed in writing.

9.3 Merchant Payment Account

Merchant shall maintain a valid payment account, connected account, bank account, and/or other payment method required by TriYum or its payment processors. Merchant authorizes TriYum and its payment processors to process Subscription Fees, order-related transactions, reimbursements, refunds, reversals, chargebacks, offsets, and other adjustments in accordance with this Agreement, Platform functionality, and applicable payment-processing terms.

9.4 Processor Responsibility

TriYum is not responsible for payment processor underwriting, identity verification, reserves, account holds, payout delays, chargebacks, failed ACH transfers, declined cards, processor fees, processor disputes, or other acts or omissions of Third-Party Services, except to the extent directly caused by TriYum’s own breach of this Agreement.

10. ORDERS; ACCEPTANCE; PREPARATION; FULFILLMENT

10.1 Order Transmission

The Merchant Platform may allow TriYum to transmit Consumer orders to Merchant and may allow Merchant to accept, reject, prepare, fulfill, cancel, modify, or update the status of orders through available Platform functionality.

10.2 Merchant Acceptance and Fulfillment

Merchant remains responsible for reviewing order details before accepting or fulfilling an order. Once Merchant accepts an order through the Merchant Platform or otherwise begins fulfilling an order, Merchant shall use commercially reasonable efforts to prepare and fulfill the order accurately, lawfully, and in good faith.

10.3 Item Availability; Substitutions; Partial Fulfillment

Merchant shall promptly update item availability and shall not knowingly accept orders for unavailable items. If an item is unavailable after an order is placed, Merchant shall use available Platform functionality or support channels to address the issue in accordance with TriYum’s then-current platform rules. Merchant shall not substitute items unless permitted by applicable law, Platform functionality, and any applicable Consumer authorization.

10.4 Order Status Accuracy

Merchant shall ensure that order acceptance, preparation, completion, cancellation, pickup-readiness, handoff, support submissions, and other status information submitted through the Merchant Platform are truthful and accurate in all material respects. Merchant shall not falsely mark an order as accepted, prepared, completed, canceled, picked up, delivered, or otherwise resolved.

10.5 Packaging and Handoff

Merchant is responsible for preparing, packaging, labeling, and making orders available for pickup or delivery in a manner consistent with applicable law, food safety requirements, Platform rules, and reasonable order accuracy and tamper-resistance standards. Merchant shall use reasonable care in handing orders to Consumers, Delivery Subscribers, or other authorized pickup persons.

11. REFUNDS; ORDER ISSUES; REIMBURSEMENT; RECONCILIATION

11.1 Platform Refund Administration

TriYum may administer refund, support, and dispute-resolution processes through the Platform as required by applicable law, Platform functionality, or TriYum’s written platform rules. Merchant shall reasonably cooperate with TriYum’s review of order issues, refund requests, chargebacks, Consumer complaints, suspected fraud, and related disputes.

11.2 Investigation and Fault Determination

In evaluating order issues and related reimbursement obligations, TriYum may review relevant information, including order records, Merchant communications, Consumer submissions, Delivery Subscriber records, photographs, timestamps, pickup or delivery confirmations, support records, payment records, account history, and other available information. TriYum may request information or documentation from Merchant, and Merchant shall provide truthful and reasonably complete information within the time reasonably requested by TriYum.

TriYum may determine, in good faith and based on available information, whether an order issue was attributable to Merchant, a Delivery Subscriber, TriYum platform functionality, the Consumer, a Third-Party Service, or some combination of those causes. A determination made for Platform refund, support, or reconciliation purposes does not constitute a legal admission by any party.

11.3 Merchant-Fault Order Issues

Merchant may be responsible for reimbursing TriYum or otherwise bearing amounts associated with refunds, credits, chargebacks, reversals, payment adjustments, or other order-related losses to the extent caused by Merchant’s acts or omissions, including:

• wrong items, missing items, or incomplete orders attributable to Merchant;
• food quality, food safety, packaging, contamination, health-code, or tampering issues attributable to Merchant;
• inaccurate menu descriptions, prices, taxes, item availability, ingredients, allergen information, alcohol availability, or order-preparation information supplied by Merchant;
• failure to prepare an accepted order;
• unreasonable delay or failure to make an accepted order available for pickup or delivery;
• unauthorized substitutions;
• alcohol or regulated-product compliance failures attributable to Merchant; or
• any other failure by Merchant to comply with this Agreement, Platform rules, or applicable law.

11.4 Amount of Merchant Reimbursement

If a refund, credit, chargeback, reversal, payment adjustment, or other order-related loss is caused in whole or in part by a Merchant-fault order issue, Merchant shall reimburse TriYum for the portion of the order and associated amounts reasonably attributable to Merchant’s acts or omissions, up to the full amount of the order and associated taxes, fees, gratuities, delivery-related charges, payment-processing charges, chargeback costs, or other amounts refunded or credited to the Consumer or otherwise incurred by TriYum as a result of the Merchant-fault order issue.

For partially fulfilled or partially correct orders that the Consumer accepts or keeps, Merchant’s reimbursement obligation will be limited to the portion of the order and associated amounts reasonably attributable to the missing, incorrect, unavailable, or noncompliant items, except where applicable law, Platform rules, or the circumstances require a broader refund or adjustment. If a partially fulfilled or partially correct order is rejected by the Consumer and TriYum is required or reasonably determines to issue a full refund or credit, Merchant may be responsible for reimbursing TriYum up to the full amount of the order and associated amounts to the extent the issue was attributable to Merchant.

11.5 Delivery Subscriber or Platform Fault

Merchant is not responsible for reimbursement to the extent TriYum determines that an order issue was caused solely by a Delivery Subscriber, solely by TriYum platform functionality, or solely by a Third-Party Service, and was not caused or contributed to by Merchant’s acts or omissions. Nothing in this Agreement governs any separate reimbursement, reversal, or adjustment obligation of a Delivery Subscriber under a separate agreement.

11.6 Consumer-Fault or Fraudulent Requests

TriYum may deny, limit, or investigate a refund request to the extent permitted by applicable law if TriYum determines that the Consumer was responsible for the nondelivery or order issue, or if TriYum finds evidence indicating that the refund request may be fraudulent, deceptive, abusive, or otherwise improper. Merchant shall cooperate with TriYum’s reasonable requests for information relating to suspected fraud or abuse.

11.7 Gratuities

Consumer-designated gratuities will be handled in accordance with applicable law, Platform functionality, and payment-processing arrangements. Merchant shall not retain any gratuity. If a Merchant-fault order issue requires TriYum to refund a gratuity or associated amount to a Consumer, Merchant may be required to reimburse TriYum for the gratuity or associated amount to the extent attributable to Merchant’s acts or omissions and to the extent permitted by applicable law.

11.8 Offset; Automated Debit; Manual Cooperation

Merchant authorizes TriYum and its payment processors to recover amounts owed by Merchant under this Agreement by any lawful means available through Platform functionality or applicable payment-processing arrangements, including by deducting such amounts from future transaction flows, reversing transfers, initiating an ACH debit or other permitted debit from Merchant’s connected payment account or bank account, charging Merchant’s payment method on file, or invoicing Merchant.

To the extent a refund, reversal, reimbursement, chargeback, or other adjustment requires action through Merchant’s own payment account, processor, bank, or other payment arrangement, Merchant shall promptly take such action upon TriYum’s reasonable request and shall provide confirmation of completion if requested.

11.9 No Waiver of Other Remedies

Refund administration, reimbursement, offset, or reconciliation under this Section does not limit any other rights or remedies available to TriYum under this Agreement, applicable payment-processing terms, or applicable law.

12. ALCOHOL AND REGULATED PRODUCTS

12.1 Availability

If TriYum permits Merchant to offer alcoholic beverages or other regulated products through the Platform, Merchant may do so only in jurisdictions where such sales are lawful and only if Merchant maintains all licenses, permits, approvals, training, and procedures required by applicable law. 

12.2 Merchant Responsibility

Merchant is solely responsible for determining whether it is legally permitted to offer alcoholic beverages or other regulated products through the Platform and for complying with all laws applicable to the sale, packaging, labeling, handoff, refusal, return, refund, and recordkeeping of such products. Merchant shall not list, sell, provide, or make available any alcoholic beverage or regulated product through the Platform unless Merchant has all legal authority required to do so.

12.3 Compliance Cooperation

Merchant shall cooperate with TriYum’s reasonable compliance procedures for alcohol or regulated-product orders, including procedures relating to item eligibility, restricted hours, restricted locations, age-verification workflows, refusal of delivery, return or disposal requirements, restocking or processing fees where legally permitted and clearly disclosed to Consumers, and related documentation.

12.4 Merchant-Fault Alcohol Issues

Merchant may be responsible for refunds, credits, chargebacks, reversals, reimbursements, regulatory losses, or other costs arising from Merchant’s alcohol or regulated-product compliance failures, including inaccurate alcohol listings, acceptance of orders outside permitted hours or locations, failure to maintain required licenses, failure to package or identify regulated products properly, or failure to follow applicable Platform procedures.

13. PLATFORM COMMUNICATIONS; SUPPORT; NOTICES THROUGH PLATFORM

13.1 Platform Communications

The Merchant Platform may provide in-app messaging, order-status tools, support channels, push notifications, email notices, or other communication features for the purpose of operating the Platform, facilitating active orders, resolving order-related issues, providing account notices, and supporting Merchant’s use of the Merchant Platform. 

13.2 Order-Related Communications

Merchant shall use Platform communication tools and order-related contact information only for legitimate order-related, account-related, support, compliance, or transaction-resolution purposes. Merchant shall not use the Platform, or any Consumer or Delivery Subscriber contact information obtained through the Platform, for spam, harassment, unlawful conduct, unrelated marketing, repeated unwanted solicitation, or any purpose not reasonably necessary to evaluate, perform, document, or resolve a transaction.

13.3 Support and Incident Reporting

Merchant shall use TriYum support tools, dispute procedures, and incident-reporting channels in good faith and only for legitimate technical, account, safety, compliance, or transaction-related purposes. Merchant shall provide truthful and reasonably complete information when reporting missing items, incorrect orders, failed pickups, safety incidents, suspected fraud, or other disputes. Merchant shall not abuse support channels, harass support personnel, or submit knowingly false, misleading, or incomplete reports or documentation.

14. MERCHANT CONDUCT; PLATFORM INTEGRITY

As a material condition of Merchant’s access to and continued use of the Merchant Platform, Merchant shall comply with this Section and shall cause each Authorized User and all other personnel acting on Merchant’s behalf in connection with the Platform to comply with this Section to the extent applicable. Nothing in this Section shall be construed to give TriYum the right to control the manner and means by which Merchant conducts its independent business, except to the limited extent necessary to govern access to the Platform and protect users, transactions, data, payment integrity, legal compliance, and platform security.

Merchant shall not, and shall not permit any Authorized User or third party to:

• use the Merchant Platform for unlawful, fraudulent, deceptive, harassing, abusive, infringing, or harmful purposes;
• create fake, duplicate, misleading, or unauthorized accounts;
• impersonate another person or business or misrepresent Merchant’s identity, authority, qualifications, licenses, permits, or relationship with TriYum;
• interfere with, disrupt, damage, overburden, or impair the Platform or related systems;
• attempt to gain unauthorized access to the Platform, other accounts, or related systems or networks;
• circumvent, disable, or interfere with any security, rate-limiting, access-control, authentication, payment, refund, or technical safeguard feature of the Platform;
• use bots, scraping tools, automation, fake accounts, sham activity, fabricated transactions, or other deceptive means in connection with the Platform;
• submit false, misleading, or fabricated account, order, refund, support, payment, review, or verification information;
• engage in self-dealing, collusion, false complaints, false refund claims, chargeback abuse, review manipulation, or other deceptive practices;
• interfere with payment-routing integrity, dispute records, support tools, account metrics, referral programs, promotions, or pricing structures;
• upload, transmit, or store through the Platform any unlawful, infringing, malicious, defamatory, threatening, discriminatory, or otherwise prohibited content;
• copy, modify, distribute, sell, sublicense, lease, assign, transfer, disclose, or commercially exploit the Platform except as expressly permitted by this Agreement;
• reverse engineer, decompile, disassemble, decode, adapt, create derivative works from, or otherwise attempt to derive source code from the Platform except to the extent such restriction is prohibited by applicable law;
• access or use the Platform to build a competitive product or service or for benchmarking or competitive analysis intended for publication or external disclosure;
• use Consumer, Delivery Subscriber, order, or other nonpublic Platform information for unrelated marketing, side databases, competitive intelligence, spam, personal outreach, or any other secondary purpose not expressly authorized by TriYum; or
• use the Platform, or contact information obtained through the Platform, to divert, bypass, or move transactions off-platform in a manner that circumvents TriYum’s platform rules, payment-routing structure, or Subscription model.

15. MERCHANT CONTENT; RATINGS; REVIEWS; FEEDBACK

15.1 Merchant Content

As between Merchant and TriYum, Merchant retains ownership of Merchant Content, subject to the rights granted to TriYum under this Agreement.

15.2 License to Merchant Content

Merchant grants TriYum a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, process, display, modify for formatting or display purposes, distribute, and otherwise use Merchant Content to the extent reasonably necessary to:

• provide, operate, secure, support, and improve the Platform;
• display Merchant’s business, menu, items, prices, descriptions, photos, logos, hours, and related information to Consumers, Delivery Subscribers, and other Platform users;
• process, route, support, investigate, document, and resolve orders, refunds, chargebacks, disputes, and support matters;
• provide support and communicate with Merchant;
• investigate fraud, misuse, security incidents, legal violations, or Platform abuse;
• enforce this Agreement and TriYum’s written platform rules made available through the Platform;
• comply with applicable law; and
• maintain historical order records and related account records.

15.3 Merchant Representations Regarding Merchant Content

Merchant represents and warrants that Merchant owns or has all rights necessary to provide Merchant Content to TriYum and to grant the license in this Agreement, and that Merchant Content does not violate applicable law, infringe or misappropriate third-party rights, mislead Consumers, or violate this Agreement.

15.4 Ratings and Reviews

The Platform may permit Consumers or other users to submit ratings, reviews, photographs, comments, or other content relating to Merchant, orders, items, or Platform experiences. Merchant shall not manipulate ratings or reviews, post reviews for itself, post false or misleading reviews, post negative reviews for competitors, solicit fake reviews, offer improper compensation for reviews, or engage in review-gating or similar practices prohibited by applicable law.

15.5 Content Moderation

TriYum may, but is not obligated to, monitor, remove, restrict, or refuse to display Merchant Content, ratings, reviews, or other content if TriYum reasonably determines that the content violates this Agreement, Platform rules, applicable law, third-party rights, or the integrity, security, or reliability of the Platform.

15.6 Feedback

If Merchant provides TriYum any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Platform, TriYum may use such feedback without restriction or compensation to Merchant.

16. CONFIDENTIALITY

16.1 Confidential Information

Each party may disclose to the other certain confidential or proprietary information relating to its business, operations, products, technology, customers, or services (“Confidential Information”). Confidential Information does not include information that the receiving party can demonstrate: (a) was already lawfully known to the receiving party without restriction; (b) becomes publicly available through no breach of this Agreement; (c) is lawfully received from a third party without breach of any duty; or (d) is independently developed without use of the disclosing party’s Confidential Information.

16.2 Protection of Confidential Information

The receiving party shall: (a) use the disclosing party’s Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement; (b) protect such Confidential Information using at least reasonable care; and (c) not disclose such Confidential Information except to employees, contractors, agents, representatives, payment processors, professional advisors, or other service providers who have a need to know and are bound by confidentiality obligations or professional duties at least as protective as those contained herein.

16.3 Required Disclosure

If the receiving party is required by law, court order, subpoena, governmental demand, or legal process to disclose Confidential Information, the receiving party may do so, provided it gives prompt notice to the disclosing party to the extent legally permitted and reasonably cooperates, at the disclosing party’s expense, with efforts to limit the disclosure.

17. THIRD-PARTY SERVICES; APP STORES

17.1 Third-Party Services

The Merchant Platform may interoperate with or enable access to Third-Party Services. Merchant’s use of Third-Party Services may be subject to separate third-party terms, privacy policies, fees, and requirements. TriYum does not control and is not responsible for Third-Party Services, except to the extent expressly stated in this Agreement.

17.2 App Stores

If Merchant downloads or accesses a TriYum mobile application through the Apple App Store, Google Play, or another app marketplace, Merchant acknowledges that this Agreement is between Merchant and TriYum, not the app-store provider. The applicable app-store provider may have additional terms governing Merchant’s use of the application, and Merchant agrees to comply with those terms. 

17.3 Mobile Carrier and Data Charges

Merchant is solely responsible for any fees charged by Merchant’s mobile carrier, internet provider, device provider, or other service provider in connection with Merchant’s use of the Merchant Platform.

18. LIMITED WARRANTY; DISCLAIMER

18.1 Limited Warranty

TriYum warrants that, during the Subscription Term:

• the Merchant Platform will perform in all material respects in accordance with the applicable documentation or descriptions TriYum makes available for the Subscription; and
• any support services TriYum expressly undertakes to provide under this Agreement will be performed in a professional and workmanlike manner.

18.2 Warranty Exclusions

The limited warranty in Section 18.1 does not apply to any unavailability, error, or performance issue caused by:

• Merchant’s misuse of the Merchant Platform or use in violation of this Agreement or TriYum’s written platform rules made available through the Merchant Platform;
• Third-Party Services, payment processors, devices, operating systems, carriers, internet/network failures, or other circumstances outside TriYum’s reasonable control;
• inaccurate, incomplete, or outdated Merchant Content or account information;
• unauthorized modifications, interference, fraud, bots, spoofing, or other improper activity by Merchant or third parties; or
• beta, trial, pilot, prerelease, or free features, unless TriYum expressly states otherwise in writing.

18.3 Exclusive Remedy

If TriYum breaches the limited warranty in Section 18.1, Merchant’s exclusive remedy, and TriYum’s sole obligation, will be for TriYum, at its option, to:

• repair or correct the nonconformity;
• re-perform the affected support services; or
• if TriYum cannot do either within a reasonable time, terminate the affected Subscription and refund the unused, prepaid Subscription Fees allocable to the remaining portion of the then-current Subscription Term.

18.4 Disclaimer of Other Warranties

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 18.1, THE MERCHANT PLATFORM AND ANY RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND TRIYUM DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, OR RESULTS.

TRIYUM DOES NOT WARRANT THAT:

• THE MERCHANT PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE AT ALL TIMES;
• THE MERCHANT PLATFORM WILL GENERATE ANY MINIMUM NUMBER OF CONSUMERS, ORDERS, TRANSACTIONS, LEADS, SALES, REVENUE, PROFITS, RATINGS, OR REVIEWS;
• ANY THIRD-PARTY PROCESSOR, CONSUMER, DELIVERY SUBSCRIBER, MERCHANT, OR SERVICE PROVIDER WILL PERFORM AS EXPECTED;
• ANY ORDER WILL BE ACCEPTED, PICKED UP, DELIVERED, COMPLETED, OR AVAILABLE WITHIN A PARTICULAR TIMEFRAME; OR
• THE MERCHANT PLATFORM WILL BE COMPATIBLE WITH ALL DEVICES, CARRIERS, OPERATING SYSTEMS, OR THIRD-PARTY SERVICES.

NOTHING IN THIS AGREEMENT DISCLAIMS ANY WARRANTY OR RIGHT THAT CANNOT LAWFULLY BE DISCLAIMED.

19. LIMITATION OF LIABILITY; INDEMNITY

19.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MERCHANT PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRIYUM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MERCHANT PLATFORM WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES PAID BY MERCHANT TO TRIYUM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

19.3 Exceptions

The limitations in this Section do not limit liability to the extent it cannot lawfully be limited under applicable law. Nothing in this Section limits Merchant’s obligation to pay Subscription Fees, reimbursements, chargebacks, offsets, or other amounts owed under this Agreement.

19.4 Merchant Indemnity

Merchant will defend, indemnify, and hold harmless TriYum, its affiliates, and their respective officers, directors, managers, employees, and agents from and against third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any of the following to the extent caused by Merchant, Merchant’s Authorized Users, Merchant’s personnel, or any person permitted or suffered by Merchant to use the Merchant Platform:

• breach of this Agreement;
• misuse of the Platform;
• violation of law;
• Merchant’s food, beverage, alcohol, retail, advertising, pricing, consumer-protection, tax, labor, employment, health, safety, or business operations;
• Merchant Content that infringes, misappropriates, or violates the rights of a third party, or is false, misleading, unlawful, or inaccurate;
• food preparation, food quality, food safety, packaging, contamination, allergens, ingredients, item descriptions, item availability, pricing, taxes, substitutions, or order accuracy;
• alcohol or regulated-product sales, licensing, refusal, return, handoff, age-verification cooperation, or related compliance issues attributable to Merchant;
• Merchant’s dealings, communications, conduct, acts, omissions, or negligence with respect to Consumers, Delivery Subscribers, employees, contractors, agents, representatives, regulators, or other third parties;
• chargebacks, refunds, credits, reversals, or payment disputes attributable to Merchant’s acts or omissions; or
• any legal action naming TriYum as a party that is brought by any of Merchant’s employees, independent contractors, personnel, Authorized Users, or any person permitted or suffered by Merchant to access the Platform, including actions brought in tort, contract, statute, or equity arising out of Merchant’s acts, omissions, labor practices, classification decisions, or failure to comply with applicable law governing Merchant’s own personnel and business operations.

This indemnity does not require Merchant to indemnify TriYum for TriYum’s sole negligence, willful misconduct, or breach of this Agreement.

20. DISPUTE RESOLUTION; ARBITRATION

20.1 Agreement to Arbitrate

Except for claims that may be brought in small claims court on an individual basis and claims for temporary, preliminary, or emergency injunctive relief to protect intellectual property, confidential information, payment integrity, or platform security pending appointment of an arbitrator, TriYum and Merchant agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Merchant Platform, the Subscription, Subscription Fees, account access, platform rules, order-related payments, refund reimbursements, chargebacks, offsets, support interactions, or the relationship between the parties (each, a “Dispute”) will be resolved by final and binding arbitration on an individual basis.

This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

20.2 Mandatory Pre-Arbitration Notice and Conference

Before either party may commence arbitration, that party must send the other a written notice describing the Dispute, the basis for the claim, and the relief requested.

Notices to TriYum under this Section must be sent to:

Email: TriYumapp@gmail.com
Mail: TriYum, LLC
Attn: Trevor Rowley
2011 Palomar Airport Rd.
Carlsbad, CA 92011

Within thirty (30) days after a valid notice is received, the parties will participate in a good-faith individual settlement conference by telephone or videoconference. Either party may be represented by counsel. If the Dispute is not resolved within sixty (60) days after receipt of the notice, either party may initiate arbitration.

This informal process is a condition precedent to arbitration. The applicable limitations period will be tolled from the date a valid notice is sent until the earlier of: (a) completion of the settlement conference, or (b) sixty (60) days after receipt of the notice.

20.3 Arbitration Administrator and Rules

Unless the parties agree otherwise in writing, the arbitration will be administered by JAMS in accordance with its then-current Comprehensive Arbitration Rules and Procedures, except to the extent those rules conflict with this Agreement, in which case this Agreement controls.

The arbitration will be conducted before a single neutral arbitrator who is a licensed attorney or retired judge with experience in commercial contract disputes involving technology or platform agreements.

If JAMS is unavailable or unwilling to administer the arbitration, and the parties do not agree on a substitute administrator within fourteen (14) days, either party may ask a court of competent jurisdiction to appoint an arbitrator or substitute administrator consistent with the Federal Arbitration Act.

20.4 Arbitration Location; Remote Proceedings

Unless the parties agree otherwise, the arbitration will be conducted in Los Angeles County, California. The arbitrator may permit appearances by videoconference, telephone, document submission, or other remote means, as appropriate.

20.5 Arbitration Procedures

The arbitrator will have authority to resolve all threshold arbitrability issues, including formation, scope, and enforceability, except to the extent prohibited by applicable law.

The arbitrator may award any individual remedy available under applicable law, except that the arbitrator may not award relief on a class, collective, representative, coordinated, mass, or consolidated basis except to the extent such restriction is found unenforceable.

The arbitrator will issue a reasoned written award sufficient to permit judicial review under applicable law.

20.6 Fees and Costs

Each party will bear its own attorneys’ fees except as otherwise provided by applicable law or the arbitrator’s award. Arbitration filing, administrative, and arbitrator fees will be allocated under the applicable JAMS rules, except as required by applicable law. If a court or arbitrator determines that a different allocation is necessary to enforce this Section 20, TriYum will pay the minimum amount necessary to preserve enforceability.

20.7 Class, Collective, and Representative Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL DISPUTES MUST BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, COORDINATED, MASS, OR CONSOLIDATED PROCEEDING.

If a court determines that all or part of this Section 20.7 is unenforceable as to a particular claim or request for relief, then that claim or request for relief will be severed and stayed or litigated in a court of competent jurisdiction, and the remaining portions of this Section 20 will be enforced to the fullest extent permitted by law.

20.8 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERCHANT AND TRIYUM WAIVE ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE THAT IS LITIGATED IN COURT RATHER THAN ARBITRATED.

20.9 Survival

This Section 20 survives termination of this Agreement and Merchant’s relationship with TriYum.

21. COMPLIANCE; SUSPENSION; TERMINATION

21.1 Merchant Cancellation

Merchant may cancel the Subscription through the Merchant Platform or by the method specified in Section 5.5, effective at the end of the current billing period unless otherwise stated.

21.2 Suspension or Termination by TriYum

TriYum may suspend, restrict, or terminate Merchant’s access to the Merchant Platform immediately or upon notice if any of the following occurs:

• Merchant breaches this Agreement or any applicable written platform rule made available through the Merchant Platform;
• Merchant provides false, misleading, outdated, or incomplete onboarding, licensing, menu, pricing, tax, payment, or account information;
• Merchant shares account credentials or otherwise permits unauthorized access to the Merchant Platform;
• Merchant fails to maintain required account credentials, licenses, permits, documentation, payment information, or payment-processing eligibility;
• Merchant engages in fraud, abuse, unlawful conduct, security abuse, payment abuse, refund abuse, chargeback abuse, review manipulation, or misuse of the Platform;
• Merchant offers items through the Platform without required legal authority;
• Merchant’s conduct creates or may create a safety, legal, regulatory, privacy, security, payment, consumer-protection, or reputational risk;
• Merchant fails to pay Subscription Fees, reimbursements, chargebacks, offsets, or other amounts owed to TriYum when due;
• a Third-Party Service, payment processor, app store, regulator, or law-enforcement agency requires or recommends suspension or termination; or
• TriYum discontinues the Merchant Platform or a relevant feature.

TriYum may take immediate interim action, with or without prior notice, where TriYum reasonably determines that such action is necessary to address suspected fraud, misuse, safety risk, security concerns, legal noncompliance, payment integrity issues, or imminent harm.

21.3 Effect of Termination

Upon termination or expiration of this Agreement, Merchant’s right to access and use the Merchant Platform will cease. Merchant remains responsible for all amounts owed through the effective date of termination, including Subscription Fees, reimbursements, refunds, chargebacks, offsets, adjustments, and other amounts owed under this Agreement.

21.4 Final Reconciliation

Upon termination, any outstanding reimbursements, chargebacks, offsets, Subscription Fees, or other amounts owed by Merchant to TriYum shall become immediately due and payable. Merchant authorizes TriYum and its payment processors to initiate a final transfer reversal, ACH debit, payment-method charge, deduction from transaction flows, invoice, or other lawful recovery method to settle Merchant’s account balance.

21.5 Survival

Any provision of this Agreement that by its nature should survive termination will survive, including provisions concerning payments, refunds, reimbursements, offsets, Merchant Content, intellectual property, confidentiality, Platform information restrictions, electronic records, disclaimers, limitation of liability, indemnification, dispute resolution, final reconciliation, and general provisions.

22. CHANGES TO THIS AGREEMENT

TriYum may update this Agreement from time to time to reflect changes to the Merchant Platform, legal requirements, business practices, fees, payment-processing requirements, or Platform rules. If TriYum makes material changes, TriYum will update the “Last Updated” date above and provide additional notice where required by applicable law.

Unless otherwise stated or required by applicable law, changes will become effective when posted or otherwise communicated, and Merchant’s continued use of the Merchant Platform after the effective date of the updated Agreement constitutes acceptance of the updated Agreement. Changes to automatic-renewal terms, Subscription Fees, or other renewal terms will be handled in accordance with Section 5.

23. ELECTRONIC CONTRACTING; RECORDS; NOTICES

23.1 Electronic Contracting

Merchant agrees that this Agreement, account records, Subscription terms, order records, payment records, refund and reimbursement notices, notices of changes, support communications, and other records and communications relating to the Merchant Platform may be provided electronically. Merchant agrees that electronic signatures, checkboxes, clickwrap assent, account actions, digital records, and electronic communications may have the same legal effect as handwritten signatures and paper records to the fullest extent permitted by law. TriYum will make this Agreement and required Subscription acknowledgments available in a form reasonably capable of retention, including by download, email, or access through the Merchant Platform.

23.2 Electronic Records

Merchant is responsible for maintaining the hardware, software, internet access, email access, and storage reasonably necessary to access and retain electronic records. TriYum may maintain electronic records of Merchant’s assent, account activity, Subscription terms, notices, and Platform activity.

23.3 Notices to Merchant

TriYum may provide operational, account, platform, support, payment, refund, reimbursement, Subscription, and other notices to Merchant through the Merchant Platform, by email to the email address associated with Merchant’s account, by in-app notification, by posting within Merchant’s account, or by other electronic means reasonably associated with Merchant’s account.

23.4 Legal Notices

Where formal legal notice is required under this Agreement, TriYum may provide notice by email to the email address associated with Merchant’s account and/or by mail or courier to the business address associated with Merchant’s account. Merchant shall provide formal legal notices to TriYum at the notice address stated in Section 24, unless a specific Section of this Agreement provides a different notice method.

23.5 Merchant Contact Information

Merchant shall maintain accurate and current contact information at all times, including email address, business address, telephone number, payment information, and authorized contact information. Notices sent to the contact information associated with Merchant’s account will be effective even if Merchant has failed to update that information.

24. CONTACT INFORMATION

If Merchant has questions about this Agreement or the Merchant Platform, Merchant may contact TriYum at:

TriYum, LLC
4730 S. Apache Rd. Suite 300
Las Vegas, Nevada 89147
Email: info@TriYumapp.com
Telephone: +1 (702) 749-4988

For arbitration notices or other legal process only, notices to TriYum must be sent as provided in Section 20.2.

25. GENERAL PROVISIONS

25.1 Governing Law

This Agreement is governed by the Federal Arbitration Act and, to the extent state law applies, the laws of the State of California, without regard to conflict-of-laws principles, except to the extent superseded by applicable federal law or other law that cannot be waived. Merchant acknowledges that TriYum is a Nevada limited liability company with its principal place of business and material business operations in California, and the parties agree that California law and California venue are appropriate for this merchant subscription relationship.

25.2 Venue for Non-Arbitrable Disputes

For any Dispute that is not subject to arbitration and is not brought in small claims court on an individual basis, Merchant and TriYum consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California. Merchant and TriYum waive any objection to such venue based on forum non conveniens or any other grounds.

25.3 Severability

If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the fullest extent permitted by law and the remaining provisions will remain in full force and effect.

25.4 Assignment

Merchant may not assign or transfer this Agreement or any rights or obligations under this Agreement without TriYum’s prior written consent. TriYum may assign or transfer this Agreement, in whole or in part, without Merchant’s consent, including in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, change of control, or transfer to an affiliate or successor.

25.5 Entire Agreement

This Agreement and the Privacy Policy which is specifically incorporated here by reference, constitute the entire agreement between Merchant and TriYum regarding Merchant’s access to and use of the Merchant Platform and supersedes all prior or contemporaneous understandings, representations, and agreements on that subject. 

25.6 No Waiver

TriYum’s failure to enforce any provision of this Agreement will not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the party against whom the waiver is asserted.

25.7 Interpretation

Section headings are for convenience only and do not affect interpretation. The words “including” and “includes” mean “including without limitation.” References to “law” or “applicable law” include statutes, regulations, ordinances, rules, orders, and other legal requirements applicable to the relevant party or activity.

25.8 No Third-Party Beneficiaries

Except as expressly stated in this Agreement, this Agreement does not create any third-party beneficiary rights.

25.9 Order of Precedence

If this Agreement conflicts with any written platform rule, help-center article, FAQ, support script, marketing statement, or other operational material, this Agreement controls unless the later material expressly states that it amends this Agreement and is presented to Merchant in a manner sufficient to modify this Agreement under applicable law.

[END OF AGREEMENT]