STOHRX Terms of Service

Effective Date: September 10, 2026
Last Updated: September 21, 2026

Draft for review. This document should be reviewed by a qualified Ontario lawyer before it is relied upon, in particular Sections 3 and 4 (subscription billing, the No-Show Fee, and consumer-protection allocation) and Section 9 (limitation of liability).

These Terms of Service ("Terms") govern access to and use of the website hosting, ordering, and payment platform (the "Service") provided by STOHRX, a business operating in Ontario, Canada ("Company," "we," "us," or "our"). By creating an account, signing an order form, or otherwise using the Service, the business entering into this agreement ("Client," "you," or "your") agrees to be bound by these Terms.

If you do not agree to these Terms, do not use the Service.

1. Description of the Service

The Service allows Client to:

• Have a website built and hosted by the Company, including the ability to update site text, images, and other content through the Company's dashboard;
• Configure a standard menu and, where enabled, a seasonal/holiday menu that Client can activate, deactivate, and edit independently of the standard menu;
• Collect and manage information about orders placed by Client's own customers ("End Customers"), including name, contact information, pickup date and time, and order contents; and
• Use the Company's integrated payment tooling (via Stripe and Stripe Connect) to (a) securely store an End Customer's payment card at the time an order is placed, with the End Customer's authorization and without charging or placing a hold on any amount at that time, and (b) later charge a No-Show Fee to that stored card, on Client's instruction, if the End Customer fails to pick up and pay for the order as agreed. The amount charged to the End Customer includes a card-processing surcharge that the Company retains as its platform fee (see Section 3.3); the remaining No-Show Fee amount is routed to Client's connected Stripe account.

In exchange, Client pays the Company a recurring subscription fee and a one-time website build fee (together, the "Fees"), as set out in Section 3.

The Company is a technology and hosting provider. **The Company is not a party to the sale of goods or services between Client and End Customers**, and does not take title to, or responsibility for, the products, food, services, or offerings Client sells through the Service. Payment for the underlying order is made directly between End Customer and Client (for example, in person at pickup) and is not processed through the Service. The only funds that move through the Service in connection with an End Customer are a No-Show Fee charged under Section 3.4 and any refund or reversal of such a fee.

2. Eligibility and Account Registration

You must be a legally operating business, at least the age of majority in your province, and authorized to bind the business you represent. You agree to provide accurate, current, and complete information when registering, and to keep that information up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.

3. Fees and Payment

3.1 Subscription Fee. Client agrees to pay the recurring subscription fee disclosed at signup, billed automatically to the payment method on file through Stripe. Client selects a monthly or annual billing period at signup. Unless cancelled in accordance with Section 11, the subscription renews automatically at the end of each billing period at the then-current rate for that period, and Client authorizes the Company to charge the payment method on file for each renewal. The Company will give Client reasonable advance notice of any change to the subscription rate. Annual subscription fees are paid in advance and are non-refundable except as required by law or as expressly stated in writing; cancellation of an annual subscription takes effect at the end of the paid term.

3.2 Website Build Fee. Client agrees to pay the one-time website build fee disclosed at signup.

3.3 Stored Cards and No-Show Fee Processing. When an End Customer places an order through Client's website, the Service uses Stripe to store the End Customer's card for later use, with the End Customer's authorization collected through the checkout flow. **No amount is charged or authorized (held) against the card at that time.** If Client later instructs the Company to charge a No-Show Fee under Section 3.4, the Company creates a new charge to the stored card through Stripe Connect for the No-Show Fee amount plus a card-processing surcharge calculated to cover the payment processor's transaction fee on that charge, so that surcharge is paid by the End Customer rather than deducted from Client's payout. The Company retains that surcharge as its platform fee and routes the remaining No-Show Fee amount to Client's designated connected Stripe account. If a charge made under this Section is later refunded, the Company will also refund the surcharge to the End Customer where the Company determines, in its discretion, that the charge was made in error; in any other refund of a No-Show Fee, only the amount routed to Client is refunded and the corresponding transfer to Client's connected account is reversed. Client must complete Stripe's identity verification ("KYC") and accept Stripe's Connected Account Agreement before this functionality is enabled, and must keep its Stripe-linked banking and business information accurate.

3.4 No-Show Fee Policy. Client is responsible for setting, and clearly disclosing to its End Customers before an order is placed, a fair policy for when a No-Show Fee will be charged (for example, where an End Customer fails to pick up and pay for an order as agreed), including the fee amount or how it is calculated, how an End Customer can cancel or change an order without incurring the fee, and how an End Customer can seek a refund of a fee charged in error. Client's policy must be consistent with card network rules, Stripe's requirements, and applicable law, including Ontario's Consumer Protection Act, 2023. Client acknowledges that:

• a stored card may decline when a No-Show Fee is charged (for example, insufficient funds, or an expired or cancelled card), and the Company is not liable for a No-Show Fee that cannot be collected for this or any similar reason;
• a No-Show Fee is a charge to a consumer's card made after the fact and is more likely than an ordinary sale to be disputed; and
• if the Company makes other, similar stored-card or fee functionality available in the future, references to "No-Show Fee" in this Agreement include that functionality unless stated otherwise.

3.5 Reserves and Payout Delays. No-Show Fee charges are disputed more often than ordinary sales. To manage this risk, the Company may, at its discretion: (a) withhold a rolling reserve (a percentage of Client's processed volume) in Client's Stripe balance; (b) apply an extended payout delay (for example, 7–14 days) to amounts collected as No-Show Fees before funds are released to Client; or (c) apply a platform fee rate to No-Show Fee transactions calibrated to offset anticipated dispute losses. Client acknowledges that these measures reduce, but do not eliminate, the risk of disputes filed after funds have already been paid out, as card network dispute windows can extend well beyond any payout delay period.

3.6 Chargebacks, Disputes, and Negative Balances. Client is financially responsible for all chargebacks, disputes, and reversals arising from a No-Show Fee charged to an End Customer, regardless of whether the underlying dispute is ultimately resolved in Client's favor. If a dispute results in funds being reversed and Client's available Stripe balance is insufficient to cover the reversed amount plus any associated dispute fee: (a) the Company may deduct the shortfall from any future payouts, balances, or fees owed to Client; (b) the Company may invoice Client directly for the shortfall, payable within 10 days; and (c) Client authorizes the Company to charge the payment method Client has on file for the Fees in order to recover any such shortfall not otherwise paid. Client agrees to promptly provide any evidence or documentation reasonably requested by the Company to contest a dispute.

3.7 Late or Failed Payments. If a payment fails or is late, the Company may suspend or terminate access to the Service until payment is made current. Fees are non-refundable except as required by law or expressly stated in writing.

3.8 Taxes. Fees are exclusive of applicable taxes (including HST). Client is responsible for all taxes associated with its use of the Service, other than taxes based on the Company's net income.

4. Client Responsibilities to End Customers

Client, not the Company, is the seller of record for goods and services sold through Client's website. Client is solely responsible for:

• The accuracy of menus, pricing, promotions, and product descriptions;
• Fulfilling orders and providing goods/services purchased by End Customers;
• Publishing its own consumer-facing terms, including at minimum a privacy notice and a No-Show Fee and cancellation policy that meet the requirements of Section 3.4, and making them available to End Customers before an order is placed;
• Obtaining any consent required from End Customers for the collection and use of their personal information and for storing and later charging their card — whether the card is captured through the Service's online checkout flow or entered directly into the dashboard by Client's staff (for example, for an order taken by phone) — including clearly disclosing the No-Show Fee policy and obtaining the End Customer's agreement to it before the card is stored, regardless of which of those paths is used;
• Complying with applicable consumer protection law, including Ontario's Consumer Protection Act, 2023, where Client's End Customers are consumers;
• Handling End Customer complaints, refunds, and disputes relating to the underlying goods or services (as distinct from payment-processing disputes handled through Stripe); and
• Any food safety, licensing, or other regulatory obligations applicable to Client's business.

5. Intellectual Property

The Company retains all right, title, and interest in and to the Service, including the underlying software, platform, and hosting infrastructure. Client retains ownership of its own content (logos, menus, photos, branding, and customer data it inputs). Client grants the Company a limited, non-exclusive license to host, display, and process that content solely to provide the Service.

6. Acceptable Use

Client agrees not to use the Service to: violate any law; infringe another party's intellectual property or privacy rights; transmit malicious code; misrepresent its identity or business; or process payments for products or transactions prohibited under Stripe's terms of service.

7. Communications

The Company sends Client transactional and service messages (billing, account, security, and Service updates) as part of providing the Service. If Client uses the Service to send promotional or marketing messages to its End Customers, Client is solely responsible for compliance with Canada's Anti-Spam Legislation (CASL), including obtaining any required consent and providing a valid unsubscribe mechanism and sender identification.

8. Data and Privacy

Collection and use of personal information by the Company through the Service is governed by our Privacy Policy, incorporated into these Terms by reference. As between Client and the Company, **Client is the organization accountable under the *Personal Information Protection and Electronic Documents Act* (PIPEDA) for personal information of its End Customers**, and the Company processes that information on Client's behalf and under Client's instructions in order to provide the Service. Client is responsible for ensuring it has an appropriate privacy notice and consent in place for its End Customers.

9. Service Availability

The Company will use commercially reasonable efforts to maintain the availability of the Service but does not guarantee uninterrupted or error-free operation. The Service is provided "as is" and "as available," without warranties of any kind, express or implied, to the maximum extent permitted by law.

10. Limitation of Liability

To the maximum extent permitted by applicable law, the Company's total liability arising out of or related to these Terms or the Service will not exceed the total Fees paid by Client to the Company in the three (3) months preceding the event giving rise to the claim. The Company will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost revenue. Nothing in these Terms limits liability that cannot be excluded or limited under applicable Ontario or Canadian law.

11. Indemnification

Client agrees to indemnify and hold the Company harmless from any claims, damages, expenses, chargebacks, dispute fees, reversed transactions, or negative account balances (including reasonable legal fees) arising from: Client's breach of these Terms; Client's products or services; Client's violation of applicable law; Client's No-Show Fee policy or its application to an End Customer; or any dispute, chargeback, or reversal relating to a No-Show Fee or other charge made to an End Customer, regardless of the outcome of the underlying dispute. This obligation survives termination of this agreement to the extent any dispute relates to charges processed prior to termination.

12. Termination

Either party may terminate this agreement as set out in the applicable order form or, absent such terms, with 30 days' written notice, effective at the end of the then-current billing period. The Company may suspend or terminate access immediately for breach of these Terms, non-payment, or suspected fraudulent activity. To cancel a subscription, Client must email stohrx@gmail.com, or contact its account manager, at least 30 days before the next renewal date. Upon termination, the Company will provide a reasonable opportunity for Client to export its data, subject to any Fees owed.

13. Governing Law and Disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties agree to attempt to resolve disputes informally first; unresolved disputes will be subject to the exclusive jurisdiction of the courts of Ontario.

14. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy and any order form signed by Client, constitute the entire agreement between the parties regarding the Service, and supersede any prior agreements or understandings on the subject.

Severability. If any provision of these Terms is found unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

No Waiver. The Company's failure to enforce any provision of these Terms is not a waiver of its right to do so later.

Assignment. Client may not assign or transfer these Terms without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of assets.

Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, internet or utility outages, or acts of government.

Notices. Notices to the Company should be sent to the contact information in Section 16. Notices to Client will be sent to the email address or contact information Client has on file.

15. Changes to These Terms

The Company may update these Terms from time to time. Material changes will be communicated to Client with reasonable notice. Continued use of the Service after changes take effect constitutes acceptance.

16. Contact

Questions about these Terms can be directed to:

STOHRX
384 Nautical Blvd., Oakville, Ontario, Canada, L6L 6W7
stohrx@gmail.com
289-707-2128