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Terms of Use

Effective: June 17, 2026 · Last updated: June 17, 2026

SmackLip, Inc. (“SmackLip,” “we,” “our,” or “us”), makes available the website located at smacklip.com and any features, content, tools, forms, resources, media, investor, news, applicant, contact, and corporate communications pages that link to or reference these Terms of Use (collectively, the “Site”).

Please read these Terms of Use (these “Terms”) carefully. By accessing or using the Site, CREATING AN ACCOUNT, submitting information through the Site, downloading content from the Site, or otherwise manifesting assent to these Terms, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Site.

These Terms apply only to the Site. Separate websites, portals, mobile applications, local country websites, SmackLip brand websites, food service websites, career platforms, investor platforms, social media pages, promotions, contests, e-commerce services, or other services operated by SmackLip or third parties may be subject to separate terms, privacy notices, or other policies. If there is a conflict between these Terms and any additional terms that expressly apply to a particular feature, page, website, or service, the additional terms will control solely with respect to that feature, page, website, or service.

1 Eligibility, Scope, and Communications

1.1. Acceptance and Authority. You may use the Site only if you can form a binding contract with SmackLip or if your parent or legal guardian has reviewed and agreed to these Terms on your behalf. If you access or use the Site on behalf of a company, organization, or other legal entity, you represent that you have authority to bind that entity to these Terms, and “you” includes that entity.

1.2. Children. The Site is intended for a general audience and is not directed to children. If you are under the age of majority in your place of residence, you may use the Site only with the consent and supervision of a parent or legal guardian. You may not submit personal information through the Site unless you have the legal right to do so or have obtained any legally required consent.

1.3. Additional Policies. Your use of the Site is also subject to SmackLip’s privacy notice, cookies or consent-management notices, accessibility statements, and any other policies or notices posted on or linked from the Site. Those policies explain, among other things, how SmackLip may collect and process personal information, use cookies or similar technologies, and provide contact options.

1.4. Electronic Communications. By submitting a form, sending an inquiry, subscribing to updates, requesting information, communicating with us through the Site, or otherwise providing contact information, you consent to receive electronic communications from us, including responses to your inquiry and other administrative or transactional communications. Where required by applicable law, marketing communications will be sent only with appropriate consent or another lawful basis and may be subject to your communication preferences and unsubscribe rights.

2 Access to and Use of the Site

2.1. Access to the Site. Access to public portions of the Site is generally provided free of charge. Certain pages, resources, downloads, forms, investor materials, career pages, media resources, or other features may be available only in particular languages, territories, or formats, or may redirect to third-party websites or separate SmackLip websites that are not governed by these Terms.

2.2. Accounts and Interactive Features. The Site may offer or link to features that allow you to submit information, request contact, subscribe to updates, apply for employment, or otherwise interact with SmackLip or third parties. If any feature requires registration or credentials, you agree to provide accurate, current, and complete information; maintain the security of any credentials; promptly update information as necessary; and notify us if you suspect unauthorized access or misuse.

2.3. Limited License. Subject to your compliance with these Terms, SmackLip grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Site for your personal, informational, non-commercial use or for legitimate business purposes consistent with these Terms. No rights are granted except as expressly stated in these Terms.

2.4. Site Changes and Availability. We may update, modify, suspend, discontinue, restrict, or remove any part of the Site at any time without notice. We do not guarantee that the Site or any content will be available, uninterrupted, secure, accurate, complete, current, or error-free. The Site may be unavailable due to maintenance, updates, technical issues, security issues, internet failures, acts of third parties, or circumstances outside our reasonable control.

2.5. Suspension and Termination. We may suspend or terminate your access to the Site or any feature if we believe you have violated these Terms, violated applicable law, created risk for SmackLip or others, interfered with the Site, submitted inaccurate or inappropriate information, or engaged in fraudulent, abusive, or unauthorized activity. You may stop using the Site at any time.

2.6. Prohibited Conduct. You may not: (a) use the Site for any unlawful, fraudulent, deceptive, harmful, infringing, abusive, harassing, or unauthorized purpose; (b) copy, modify, adapt, translate, create derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or non-public technology from the Site, except to the extent such restriction is prohibited by applicable law; (c) use any robot, spider, scraper, crawler, data-mining tool, artificial intelligence training tool, or other automated or manual process to access, harvest, index, copy, monitor, or compile content from the Site except as permitted by publicly available search-engine indexing instructions or our express written authorization; (d) interfere with, disrupt, damage, overload, impair, or circumvent the Site, its security, or any server or network connected to the Site; (e) introduce viruses, malware, worms, Trojan horses, back doors, logic bombs, or other harmful code; (f) impersonate any person or entity or misrepresent your affiliation, identity, credentials, or authority; (g) access or attempt to access non-public areas, accounts, systems, data, or materials without authorization; (h) remove, obscure, or alter copyright, trademark, proprietary rights, or legal notices; (i) frame, mirror, deep link, or otherwise make available the Site or any content in a manner that suggests sponsorship, endorsement, or affiliation without our written permission; (j) use the Site or SmackLip content to develop, train, improve, or benchmark a competing product or service without authorization; (k) submit, solicit, purchase, sell, exchange, or otherwise traffic in ratings, reviews, endorsements, or recommendations; (l) manipulate or attempt to manipulate ratings, rankings, recommendations, visibility, or other Site features; (m) create multiple accounts or engage in coordinated activity to influence ratings, reviews, rankings, recommendations, or user perception of any dish, restaurant, product, service, or user; or (n) otherwise use the Site in a manner inconsistent with these Terms or applicable law.

2.7. Codes of Conduct. You agree to comply with any community guidelines, content standards, codes of conduct, acceptable use policies, moderation rules, or other rules, policies, or requirements posted on or made available through the Site or any applicable feature of the Site, as they may be updated from time to time. Any violation of such rules, policies, or requirements will constitute a violation of these Terms.

3 SmackLip Content, Intellectual Property, and Site Information

3.1. SmackLip Materials. The Site and all information, data, text, photographs, videos, graphics, illustrations, logos, icons, trademarks, service marks, trade names, audio, scripts, designs, layouts, interfaces, software, databases, files, downloads, reports, documents, pages, features, and other content or materials made available on or through the Site (collectively, “SmackLip Materials”) are owned by SmackLip, its affiliates, or its licensors and are protected by intellectual property and other laws.

3.2. Trademarks. The names, logos, product names, brand names, slogans, and trade dress of SmackLip and other marks displayed on the Site are trademarks or other proprietary identifiers of SmackLip or their respective owners. You may not use or reproduce any SmackLip name, logo, trademark, or other proprietary identifier without SmackLip’s prior written authorization, except as permitted by applicable law.

3.3. No Transfer of Ownership. Except for the limited license in Section 2.3, nothing in these Terms transfers or grants to you any right, title, or interest in or to the Site, SmackLip Materials, SmackLip trademarks, or any related intellectual property rights. All rights not expressly granted are reserved by SmackLip and its licensors.

3.4. Permitted Informational Use. You may view Site pages and download or print reasonable copies of publicly available SmackLip Materials solely for personal, informational, non-commercial use or legitimate internal business reference, provided that you do not remove proprietary notices, modify the materials, imply SmackLip’s endorsement, or use the materials in a misleading, unlawful, or competitive manner. Any other reproduction, distribution, public display, public performance, adaptation, republication, or commercial use requires SmackLip’s prior written authorization.

4 User Submissions, Feedback, and Third-Party Materials

4.1. User Submissions. The Site may allow you to submit ratings, reviews, inquiries, comments, requests, contact information, career-related information, media inquiries, product or service feedback, partnership or sponsorship requests, files, or other content (collectively, “User Submissions”). You retain any rights you have in your User Submissions, subject to the rights granted to SmackLip in these Terms and any separate terms that apply to the relevant feature or platform.

4.2. Responsibility for User Submissions. You are solely responsible for your User Submissions and represent that you have all rights, permissions, and consents necessary to submit them and to grant the rights described in these Terms. You may not submit any User Submission that is unlawful, false, misleading, defamatory, obscene, harassing, abusive, threatening, discriminatory, hateful, infringing, confidential without authorization, invasive of privacy, harmful to minors, or otherwise objectionable, or that contains malware or other harmful code. You may submit ratings, reviews, taste-profile information, photographs, videos, and other User Submissions only in connection with your actual, first-hand experience with the applicable dish, restaurant, or dining experience. You may not submit (i) ratings or reviews regarding any restaurant, dish, product, or service with respect to which you have a material financial, ownership, employment, familial, or other relationship that creates a conflict of interest, or (ii) manipulated or inauthentic ratings or reviews, or ratings or reviews submitted in exchange for compensation, incentives, discounts, or other consideration. You may expose yourself to liability if, for example, your User Submissions contain material that is false, intentionally misleading, or defamatory; violate any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contain material that is unlawful, including illegal hate speech or pornography; exploit or otherwise harm minors; violate or advocate the violation of any law or regulation; or violate these Terms.

4.3. License to User Submissions. By submitting User Submissions, you grant SmackLip a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, reproduce, modify, adapt, create derivative works of, translate, publish, display, distribute, store, transmit, and otherwise process the User Submissions for the purposes of operating, securing, improving, and administering the Site; displaying User Submissions; creating rankings, recommendations, summaries, compilations, and analytics; promoting the Site and its services; responding to your inquiry; evaluating requests; maintaining records; enforcing rights; complying with law; and carrying out other lawful business purposes.

4.4. Feedback. If you submit ideas, suggestions, comments, proposals, or other feedback about SmackLip, the Site, products, services, content, initiatives, or business activities (collectively, “Feedback”), you agree that SmackLip may use Feedback without restriction, attribution, or compensation to you.

4.5. No Obligation to Monitor. We may, but are not obligated to, review, monitor, edit, reject, restrict, remove, refuse, or otherwise limit the visibility of User Submissions or other content submitted through the Site at any time and for any reason, with or without notice to you, including if we believe the content violates these Terms, applicable law, or the rights or interests of SmackLip or any third party.

4.6. Third-Party Materials and Links. The Site may include links to third-party websites, social media platforms, embedded tools, maps, videos, investor platforms, job platforms, local country websites, foundations, agencies, hosting providers, or other resources (collectively, “Third-Party Materials”). Third-Party Materials are provided for convenience only. SmackLip does not control and is not responsible for Third-Party Materials, their content, availability, security, accuracy, practices, or policies. Your use of Third-Party Materials is at your own risk and may be governed by separate terms and policies.

4.7. Ratings, Reviews, and User Opinions. Ratings, reviews, taste-profile information, photographs, videos, and other User Submissions reflect the opinions and experiences of individual users and do not reflect the views of SmackLip. SmackLip does not endorse, verify, investigate, or guarantee the accuracy, completeness, reliability, or quality of any User Submission or of any restaurant, dish, menu item, product, service, or other information made available through the Site. Taste preferences, spice levels, flavor profiles, portion sizes, ingredients, allergen information, nutritional information, menu offerings, pricing, operating hours, and other restaurant or dish characteristics are inherently subjective, may vary over time, by location, or among users, and may not be accurate, complete, or current. Your reliance on any User Submission or other information available through the Site is at your own risk. You acknowledge and agree that ratings, reviews, taste-profile information, and other User Submissions are user-generated expressions of opinion that may be subjective in nature and do not constitute statements of fact made by or on behalf of SmackLip.

5 Representations

5.1. Your Representations. You represent and warrant that: (a) you have the right, authority, and capacity to agree to these Terms; (b) the information you provide to SmackLip is truthful, accurate, current, and complete; (c) you will comply with these Terms and all applicable laws; (d) your access to and use of the Site will not violate any contract, legal obligation, or third-party right; (e) you will not use the Site to obtain unauthorized access to any system, data, or content; and (f) you will not use the Site or SmackLip Materials in a manner that infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, confidentiality, or other rights of SmackLip or any third party.

5.2. Submission Representations. If you provide User Submissions or Feedback, you further represent and warrant that: (a) you own or otherwise have sufficient rights to provide the User Submissions or Feedback; (b) you have obtained all necessary consents and permissions; (c) the User Submissions or Feedback are accurate to the best of your knowledge and are not misleading; and (d) SmackLip’s receipt and permitted use of the User Submissions or Feedback will not violate applicable law or the rights of any third party.

6 Disclaimers of Warranty

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SMACKLIP MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, RELIABILITY, OR ERROR-FREE OPERATION.

WITHOUT LIMITING THE FOREGOING, SMACKLIP DOES NOT WARRANT THAT THE SITE OR SMACKLIP MATERIALS WILL MEET YOUR REQUIREMENTS; THAT THE SITE WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SITE OR ANY SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ANY INFORMATION OBTAINED THROUGH THE SITE WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE IS OBTAINED AT YOUR OWN RISK.

NOTHING IN THESE TERMS EXCLUDES, RESTRICTS, OR MODIFIES ANY WARRANTY, GUARANTEE, CONDITION, RIGHT, OR REMEDY THAT CANNOT BE EXCLUDED, RESTRICTED, OR MODIFIED UNDER APPLICABLE LAW. WHERE SUCH RIGHTS APPLY, ALL DISCLAIMERS IN THESE TERMS ARE SUBJECT TO THOSE RIGHTS.

7 Indemnity and Limitation of Liability

7.1. INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SMACKLIP, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR RELATING TO: (A) YOUR ACCESS TO OR USE OF THE SITE; (B) YOUR USER SUBMISSIONS OR FEEDBACK; (C) YOUR VIOLATION OF THESE TERMS; (D) YOUR VIOLATION OF APPLICABLE LAW OR THIRD-PARTY RIGHTS; OR (E) YOUR NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR MISREPRESENTATION.

7.2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SMACKLIP AND ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, SUCCESSORS, AND ASSIGNS, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SIMILAR DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, PROGRAMS, BUSINESS, OPPORTUNITY, OR OTHER INTANGIBLE LOSS, ARISING OUT OF OR RELATING TO THE SITE, SMACKLIP MATERIALS, THIRD-PARTY MATERIALS, USER SUBMISSIONS, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3. LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SMACKLIP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SITE, SMACKLIP MATERIALS, THIRD-PARTY MATERIALS, USER SUBMISSIONS, OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100) OR, IF GREATER, THE MINIMUM AMOUNT THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE SITE OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

7.4. MANDATORY LAW. NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY TO THE EXTENT SUCH LIMITATION OR EXCLUSION IS PROHIBITED BY APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED.

8 Governing Law and Dispute Resolution

8.1. Governing Law. Except to the extent mandatory law provides otherwise, these Terms and any dispute, claim, or controversy arising out of or relating to the Site, SmackLip Materials, User Submissions, or these Terms will be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-law rules that would require application of another jurisdiction’s laws.

8.2. Courts. Except to the extent applicable mandatory law gives you the right to bring proceedings in another forum, any dispute arising out of or relating to the Site or these Terms will be submitted to the applicable state or federal court in San Francisco County, California. You and SmackLip each retain the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, unauthorized use, or violation of intellectual property rights, confidentiality rights, data security, or other rights.

8.3. Time Limitation on Claims. To the fullest extent permitted by applicable law, any claim, cause of action, dispute, or proceeding arising out of or relating to these Terms, the Site, any User Submissions, or your relationship with SmackLip must be commenced within one (1) year after the claim or cause of action arose. Any claim not commenced within such period will be permanently barred, notwithstanding any longer statute of limitations that may otherwise apply under applicable law.

8.4. Class Action Waiver. To the fullest extent permitted by applicable law, you and SmackLip agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, representative, or private attorney general action or proceeding arising out of or relating to these Terms, the Site, or your relationship with SmackLip. Unless both you and SmackLip agree otherwise in writing, any such claim must be brought solely on an individual basis, and may not be asserted or maintained as part of any class, collective, consolidated, representative, or private attorney general action or proceeding.

8.5. Consumer Rights. If you are a consumer, nothing in these Terms deprives you of the protection of mandatory provisions of the law of the country where you reside or any non-waivable rights to which you are entitled under applicable law.

9 Miscellaneous

9.1. Changes to these Terms. We may revise these Terms from time to time by posting an updated version on the Site or by providing other notice as required by applicable law. Unless otherwise stated in the updated Terms, changes apply when posted and do not apply retroactively to events that occurred before the changes. Your continued use of the Site after updated Terms are posted constitutes your acceptance of the updated Terms to the extent permitted by applicable law.

9.2. Entire Agreement. These Terms, together with any policies and additional terms expressly incorporated by reference or posted on the Site, constitute the entire agreement between you and SmackLip regarding the Site and supersede all prior or contemporaneous understandings regarding the Site.

9.3. Waiver and Severability. SmackLip’s failure to enforce any provision of these Terms is not a waiver of its right to do so later. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be modified or severed to the minimum extent necessary to make these Terms valid and enforceable.

9.4. Assignment. You may not assign, transfer, or delegate your rights or obligations under these Terms without SmackLip’s prior written consent. Any attempted assignment, transfer, or delegation without such consent is void. SmackLip may assign, transfer, or delegate these Terms or its rights and obligations at any time, subject to applicable law.

9.5. No Agency. You and SmackLip are independent parties. These Terms do not create any agency, partnership, joint venture, employment, franchise, fiduciary, or other similar relationship between you and SmackLip.

9.6. Survival. Any provisions of these Terms that by their nature should survive termination or expiration will survive, including provisions regarding ownership, intellectual property, User Submissions, Feedback, disclaimers, indemnity, limitation of liability, governing law, dispute resolution, and interpretation.

9.7. Language. These Terms may be made available in more than one language. To the extent permitted by applicable law, the version designated by SmackLip as controlling will govern. Any translation is provided for convenience only.

9.8. Contact Us. If you have questions about these Terms or the Site, you may contact SmackLip at legal@smacklip.com.