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chalpronto

Terms of Service

Last updated: May 8, 2026

Welcome to ChalPronto, a service operated by Kiwana AI, Inc. (a Delaware corporation, “ChalPronto”, “Company”, “we”, “us”, or “our”). These Terms of Service (the “Terms”) form a binding agreement between you and Kiwana AI, Inc. governing your access to and use of the ChalPronto website at chalpronto.com, related domains, mobile views, APIs, and any related services (collectively, the “Service” or “Platform”).

By accessing or using the Service, by clicking “I agree” on a signup form, by placing an order through a storefront powered by the Service, or by registering as a partner, you acknowledge that you have read, understood, and agreed to these Terms in their entirety, including the binding individual arbitration and class-action waiver in Section 36. If you do not agree, do not use the Service.

If you are using the Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case “you” refers to that entity. If you do not have that authority, you may not accept these Terms or use the Service on the entity's behalf.

Part A — General Provisions

1. Definitions

For these Terms:

  • “Business” means any person or entity that registers a ChalPronto storefront to list products, services, or appointments and accept orders from Consumers.
  • “Consumer” or “Customer” means any person who browses, places an order with, or otherwise transacts with a Business through a storefront powered by the Service.
  • “Partner” means any person or entity that registers in the ChalPronto Partner Program to refer Businesses in exchange for commissions.
  • “Storefront” means a digital storefront created by a Business using the Service, accessible at a URL such as chalpronto.com/s/<slug>.
  • “Business Content” means menus, items, prices, descriptions, images, modifiers, dietary tags, hours, and any other content that appears on a Storefront, whether entered by the Business or generated by AI tools and approved by the Business.
  • “User Content” means any content uploaded, posted, transmitted, or generated by you on the Service, including Business Content, profile information, reviews, messages, and AI prompts.
  • “you” or “your” means the individual or entity using the Service in any capacity, including as a Business, Partner, or Consumer.

2. Description of the Service — Marketplace Role

ChalPronto is a software platform and technology service provider. We are not a merchant, retailer, restaurant, bakery, salon, fulfillment provider, food handler, broker, dealer, freight forwarder, courier, or party to any transaction between a Business and a Consumer. We provide tools that allow Businesses to create digital storefronts and that allow Consumers to discover and order from those Businesses. Each transaction on a Storefront is a contract directly between the Business and the Consumer. ChalPronto's role is limited to providing the technology and (where applicable) facilitating payments through Stripe.

ChalPronto does not control, inspect, manufacture, prepare, package, transport, deliver, or guarantee any product or service offered by a Business. We do not endorse, certify, or vouch for the quality, safety, accuracy, legality, or fitness for purpose of any item offered through a Storefront.

3. Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction, whichever is greater) and capable of entering into a legally binding contract to use the Service. By using the Service you represent and warrant that you meet these requirements and that you are not subject to any applicable sanctions, embargo, or restricted-party list maintained by the United States government or by the United Nations.

4. Account Registration

You agree to provide accurate, current, and complete information when creating an account and to keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us promptly of any unauthorized access. We may suspend or terminate accounts that contain false, misleading, or fraudulent information.

5. Modifications to These Terms

We may modify these Terms from time to time. Material changes will be communicated by email, in-product notice, or by updating the “Last updated” date at the top of this page. Your continued use of the Service after the effective date of a change constitutes your acceptance of the modified Terms. If you do not agree to a modification, you must stop using the Service.

6. Modifications to the Service

We may add, remove, modify, or suspend features of the Service at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Service.

Part B — Terms for Consumers (Shoppers)

This Part B applies to any Consumer who places, attempts to place, or browses an order through a Storefront. By placing an order, you agree to this Part B.

7. The Order Is Between You and the Business — Not ChalPronto

When you place an order through a Storefront, you are entering into a contract of sale directly with the Business operating that Storefront. ChalPronto is not the seller, merchant of record (except where Stripe's “on_behalf_of” feature makes the Business the merchant of record), retailer, food handler, courier, or fulfillment provider for that order. ChalPronto does not own, prepare, store, package, transport, or hand over any goods or services sold through Storefronts. Any agreement, warranty, or representation about a product or service is between you and the Business.

8. No ChalPronto Endorsement; Assumption of Risk

ChalPronto does not investigate, vet, license, certify, inspect, or endorse any Business or any item appearing on a Storefront. Storefronts and their contents are provided by Businesses on an “as-is” basis. You assume all risk associated with your decision to transact with any Business through the Service, including but not limited to risks related to:

  • Food safety, hygiene, allergens, contaminants, expiration, country of origin, labeling, and nutritional content;
  • Whether items pictured or described match what is delivered or available for pickup;
  • The quality, fitness for purpose, durability, or safety of any product or service;
  • Pickup, delivery, scheduling, weather, traffic, or other fulfillment outcomes;
  • The Business's licensing, permits, or compliance with local laws (including cottage-food, alcohol, sales-tax, and labeling regulations);
  • The accuracy of menu items, prices, modifiers, dietary tags, hours, or any other storefront content extracted by AI tools (which can make mistakes — see Section 14).

You acknowledge that, to the maximum extent permitted by law, ChalPronto shall not be liable for any loss, harm, illness, injury, allergic reaction, property damage, economic loss, missed event, or any other consequence arising out of or related to an order placed through a Storefront, an interaction with a Business, or content displayed on a Storefront. Your sole recourse for any product, service, or fulfillment dispute is with the Business directly. You agree to bring any such dispute against the Business and not against ChalPronto.

9. Refunds, Disputes, and Chargebacks

Refund and dispute policies are set and administered by each Business. ChalPronto does not issue refunds for products or services sold by a Business and is not a party to any refund dispute. If you have a refund or quality issue, contact the Business directly using the contact information shown on the Storefront. You may also pursue chargebacks with your card issuer; you agree that frivolous chargebacks against ChalPronto for orders fulfilled by a Business may result in suspension of your ChalPronto consumer account.

10. Consumer Hold-Harmless and Class-Action Waiver Reminder

By using the Service as a Consumer, you agree to release, hold harmless, and forever discharge ChalPronto and its affiliates, officers, directors, employees, agents, and AI-model providers from any claim, demand, debt, liability, or cause of action of any kind arising out of or related to (a) any product or service obtained through a Storefront, (b) any act or omission by a Business, (c) any AI-generated content displayed on a Storefront, or (d) any interaction between you and a Business. You understand that any disputes you have with ChalPronto are subject to mandatory individual arbitration and the class-action waiver in Section 36.

Part C — Terms for Businesses (Storefront Operators)

This Part C applies to any Business that registers an account, publishes a Storefront, or accepts orders through the Service. By creating a business account, you agree to this Part C.

11. Business Account, Subscriptions, and Free Trials

Subscription pricing is published at chalpronto.com/#pricing and may include monthly, annual, and lifetime-tier (LTO) plans. Subscriptions auto-renew unless cancelled before the next billing cycle. Free trials are non-transferrable and may be modified or revoked at our discretion. You authorize us and our payment processor (Stripe) to charge your payment method on a recurring basis until you cancel. Subscription fees are non-refundable except as required by law.

12. Accuracy of Listings — Business's Sole Responsibility

The Business is solely responsible for the accuracy, completeness, legality, and currency of all Business Content, including (without limitation) every item, price, description, image, modifier, dietary or allergen tag, lead time, business hours, address, phone number, fulfillment promise, and refund policy. This responsibility extends to content the Business uploads directly and to content generated, suggested, transcribed, translated, or extracted by ChalPronto's AI tools and subsequently published or accepted by the Business.

13. AI-Generated Content — “AI Can Make Mistakes”

ChalPronto uses artificial intelligence (including large language models and vision models supplied by third parties) to extract menu items, prices, categories, translations, and descriptions from photos, documents, and free-form input. AI is probabilistic and can make mistakes. AI-generated outputs may be incomplete, inaccurate, mistranslated, mis-categorized, or outright incorrect, and may occasionally produce results that are factually wrong or misleading (“hallucinations”).

The Business is solely responsible for reviewing, correcting, and approving every piece of AI-generated content before it appears on the public Storefront. ChalPronto makes no warranty of accuracy and disclaims all liability for losses, refund disputes, regulatory violations, customer injuries, allergic reactions, mis-priced orders, or any other harm arising from inaccurate, incomplete, or hallucinated AI output that the Business publishes. By publishing a Storefront, the Business represents that it has reviewed all content and confirmed it is accurate.

Illustrative example (allergens). If ChalPronto's AI extracts a menu item from a photo or document but does not detect or list one or more allergen ingredients (e.g. nuts, dairy, gluten, eggs, sesame, shellfish, soy), and a Consumer relying on the Storefront's listing orders that item and suffers an allergic reaction or other harm, ChalPronto is not liable for that harm. The Business is responsible for verifying allergen information for every item before publishing, for adding the appropriate dietary / allergen tags, and for warning customers when allergen information is uncertain. The same principle applies to nutritional content, calorie counts, dietary claims (vegan, halal, kosher, gluten-free, sugar-free), expiration / use-by dates, country of origin, sourcing, preparation methods, and any other content where AI extraction may be incomplete or incorrect.

14. Customer Promotion & Marketing — Business's Responsibility

ChalPronto provides the technology to create a shoppable storefront link; we do not generate customer demand on the Business's behalf. The Business is solely responsible for promoting its Storefront to its own community — including but not limited to sharing the link in WhatsApp, Instagram, Facebook, Google Business Profile, in-store QR codes, email lists, paid advertising, and any other channel where the Business's customers already exist. Order volume and revenue depend entirely on the Business's own marketing efforts and the strength of its customer relationships. ChalPronto offers tooling, templates, and tips, but does not guarantee any particular sales outcome.

15. Order Fulfillment, Customer Service & Refunds

The Business is solely responsible for:

  • Fulfilling every order placed through its Storefront accurately and on time;
  • Responding to customer messages, complaints, refund requests, and quality disputes;
  • Issuing refunds when required by law or by the Business's own policy;
  • Handling chargebacks and disputes initiated by Consumers; and
  • Maintaining adequate insurance for the Business's operations, including product-liability, general-liability, and (where applicable) commercial-auto coverage.

ChalPronto is a software platform and is not a party to any contract of sale between the Business and its Consumers.

16. Legal & Regulatory Compliance

The Business is solely responsible for complying with all laws and regulations applicable to its products, services, marketing, and operations, including without limitation: food safety and labeling; alcohol licensing; allergen disclosure; sales tax, VAT, and GST collection and remittance; consumer-protection laws; advertising standards; data protection (GDPR, CCPA, LGPD, etc. as applicable); cottage-food and home-baker regulations; and any licensing or permits required for the Business's industry. ChalPronto does not provide legal, tax, or compliance advice, and is not responsible for the Business's regulatory failures.

16B. Home Sellers, Hobbyists, and Individual Resellers

ChalPronto is open to individuals selling from home — hobbyists, home cooks, backyard growers, makers, trip importers, and small resellers — regardless of whether they are formally registered as a business. The Service does not require a business license, EIN, or commercial address to create an account or list products. However, this does not exempt the seller from any licensing or regulatory obligation that applies to what they sell or how they sell it,including but not limited to:

  • Cottage food laws — most U.S. states allow direct-to-consumer sales of certain non-hazardous home-prepared foods, but the rules (eligible products, labeling, sales venues, revenue caps, registration) vary by state and county. Some states require a permit; others require only registration; a few prohibit certain categories outright.
  • State and local resale licenses — reselling wholesale-purchased goods (produce, textiles, dry goods) often requires a state resale certificate, sales-tax permit, or seller's permit even at small volumes.
  • FDA registration — certain food, supplement, cosmetic, and medical-device categories require federal registration regardless of seller size, and some carry additional labeling, allergen-disclosure, and recall obligations.
  • Health department permits — preparing food for paid sale, even from a home kitchen, may require a kitchen inspection or food-handler certification depending on jurisdiction.
  • Professional licenses — services such as cosmetology, massage, electrical work, child care, and many others require state-level professional licensure independent of the platform you use to take orders.
  • Insurance and liability — selling food or services from home may carry liability we cannot insure on your behalf. Consider general liability and product liability coverage for your specific situation.

By creating a Storefront on ChalPronto, the Business represents that they have researched and will continue to comply with all such requirements applicable to their products, services, and jurisdiction. ChalPronto does not verify these obligations, does not provide legal or regulatory advice, and is not liable for the Business's non-compliance. If you are unsure what applies to you, contact your state's Department of Agriculture (food), Department of Revenue (sales tax), or local Small Business Development Center before listing products.

16A. Cash, Venmo, Cash App, Zelle, UPI — Off-Platform Payments

For orders paid in cash on pickup or via peer-to-peer apps (Venmo, Cash App, Zelle, UPI, or any similar service), funds flow directly from the customer to the Business — they do not pass through ChalPronto, Stripe, or any system we operate. As a result:

  • We do not process or hold these payments. ChalPronto's role for these orders is limited to providing a storefront, an order record, and (optionally) displaying the Business's peer-to-peer handles to the customer.
  • We do not issue IRS Form 1099-K (or any equivalent tax form) for cash or peer-to-peer sales, because we are not a payment settlement entity for those transactions. Some peer-to-peer apps may issue their own forms when a recipient account is configured as a business account; that is between the Business and that app. The Business is solely responsible for tracking these sales and reporting the income on its tax return (e.g., Schedule C in the U.S. for sole proprietors).
  • Sales-tax collection and remittance for cash and peer-to-peer orders is the Business's sole responsibility. ChalPronto's automatic-tax engine (powered by Stripe Tax) is invoked only on Stripe-processed card transactions. For cash and peer-to-peer orders, no platform-side tax is calculated or remitted.
  • Marketplace facilitator status: ChalPronto operates as a Software-as-a-Service storefront tool that the Business uses to run its own shop, comparable to (but not identical to) a website builder or POS system. We do not hold ourselves out as a marketplace facilitator for cash or peer-to-peer transactions, and we do not assume any of the tax-collection or reporting obligations that some jurisdictions impose on marketplace facilitators. The Business — not ChalPronto — is the seller of record for every order.

Nothing in this section is tax or legal advice. The Business should consult a CPA or attorney about its specific reporting obligations.

17. Stripe Connect, Payouts, and Fees

Online card payments require the Business to complete Stripe Connect onboarding. Until that is complete, the Storefront operates in cash-on-pickup (COD) mode. ChalPronto's subscription fees, the Platform Fee described below, Stripe processing fees, and any third-party integration fees are deducted before payouts. The Business is responsible for reviewing pricing and fees before subscribing and for any taxes owed on payouts. We are not liable for delays, holds, or failures caused by Stripe, the Business's financial institution, or applicable card networks.

Platform Fee. ChalPronto charges a nominal one percent (1%) Platform Fee on each customer order placed through a Storefront and paid by credit or debit card via Stripe. The fee is calculated on the post-discount subtotal (excluding tax, tip, and delivery), shown to the customer as a line item at checkout alongside taxes, and deducted from the Business's Stripe payout via Stripe Connect's application_fee_amount mechanism. The Platform Fee does not apply to orders paid in cash on pickup or via peer-to-peer rails (Venmo, Zelle, Cash App, UPI, etc.) — those orders carry zero commission. Comparable platforms charge significantly more (e.g., eBay 13%, Etsy 6.5%, Gumroad 10%, DoorDash/Uber Eats 15-30%); the Platform Fee funds platform infrastructure including AI menu extraction, WhatsApp confirmations, hosting, and customer support. ChalPronto reserves the right to change the Platform Fee rate on prospective orders with at least thirty (30) days' written notice via the dashboard or registered email.

Payout cadence. By default we configure new Stripe Connect accounts for daily automatic payouts. Funds from a successful card capture typically settle to the Business's linked bank account on a T+2 business-day schedule (Stripe's standard timing for the Business's region). The Business may change this schedule (daily / weekly / manual) at any time from their Stripe Express Dashboard. Same-day or instant payouts may be available for an additional Stripe-imposed fee separate from the Platform Fee.

18. Prohibited Listings & Business Indemnification

The Business may not list, advertise, or accept orders for: illegal products or services; controlled substances except where lawfully licensed; weapons or ammunition; counterfeit goods; products that infringe third-party intellectual property; sexually explicit material; or anything else prohibited by ChalPronto's published policies, our payment processor's acceptable-use policies, or applicable law.

Business Indemnification. The Business agrees to defend, indemnify, and hold harmless ChalPronto, its affiliates, and their officers, directors, employees, agents, and AI-model providers from any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Business Content (including content generated by AI tools and accepted by the Business); (b) any inaccuracy, omission, mis-pricing, or hallucination in Storefront content; (c) the Business's fulfillment of orders and customer-service obligations, including allergen-related claims; (d) the Business's violation of any law or regulation; or (e) the Business's breach of these Terms. ChalPronto makes no representation or warranty about the volume of orders, revenue, customer engagement, or any other business outcome a Business will achieve. Outcomes depend on the Business's own performance, marketing, product quality, and execution.

Part D — Partner Program (Referrals & Commissions)

This Part D governs participation in the ChalPronto Partner Program (the “Partner Program”). By registering as a Partner, you agree to this Part D in addition to the rest of these Terms.

19. Partner Eligibility & Registration

The Partner Program is open to individuals and entities that register a Partner account with accurate, current information and that maintain a valid Stripe Connect Express account in good standing for receiving payouts. We may decline, suspend, or terminate any Partner account at our sole discretion, including (without limitation) for fraud, abuse, misrepresentation, or violation of these Terms.

20. How Commissions Are Earned — Strict Conditions

Commissions are earned only when ALL of the following conditions are met for a referred business (the “Referred Business”):

  • The Referred Business signed up using the Partner's unique referral link, and the signup was attributed to the Partner before any other attribution event.
  • The Referred Business enrolls in a paid ChalPronto subscription plan (monthly, annual, or LTO/lifetime) and ChalPronto receives the corresponding non-refundable, fully-cleared payment from the Referred Business's payment method.
  • The Referred Business does not cancel its paid subscription, and its payment is not refunded, charged back, disputed, reversed, voided, or otherwise reclaimed within the Pending Period defined in Section 22.
  • The Referred Business's account remains in good standing and is not flagged for fraud, self-referral, incentivized signup, or any other policy violation under Section 25.

No commission is earned, accrued, owed, or payable for any signup that does not convert into a paid, non-refunded, non-canceled subscription. Free trials, free accounts, abandoned checkouts, and signups that do not progress to a paid plan generate no commission. If a Referred Business cancels its paid subscription within the Pending Period, the corresponding commission is voided and not paid.

21. Commission Rate & Cadence

The default commission rate is twenty percent (20%) of the qualifying invoice amount actually received by ChalPronto, before applicable taxes, fees, and refunds. The Partner earns a commission on every qualifying paid invoice the Referred Business generates while subscribed to a paid ChalPronto plan, with the commission cadence matching the Referred Business's billing cadence:

  • Monthly plan: one commission per month, for as long as the Referred Business pays each monthly invoice.
  • Annual plan: one commission per year on each annual renewal invoice paid by the Referred Business.
  • LTO / Lifetime plan: one commission per year on each annual invoice paid by the Referred Business. The LTO plan is billed annually despite its “lifetime” marketing label; commissions accrue with each annual renewal as long as the Referred Business stays subscribed.

No artificial cap. If a Referred Business stays on the Monthly plan for thirty-six months, the Partner receives commissions for all thirty-six monthly invoices the Business paid. Commissions stop only when the Referred Business cancels, fails to pay, or is refunded under Section 22.

We may modify the commission rate prospectively with reasonable notice. Changes apply only to commissions accrued after the effective date of the change; previously approved commissions are honored at the rate in effect when they were created.

22. Pending Period, Approval, and Clawback

Each commission is created in a pending state when the qualifying invoice is received. Pending commissions automatically convert to approved after thirty (30) days have elapsed without a refund, chargeback, dispute, cancellation, fraud flag, or any other reversal event (the “Pending Period”). Approved commissions become eligible for payout subject to Section 23.

If, at any time, a qualifying payment is reversed — including by refund, chargeback, dispute, voucher / coupon adjustment, fraud determination, subscription cancellation effective during a billing cycle, or any clawback by Stripe or the underlying card network — the corresponding commission is automatically voided. If the commission has already been paid out, the Partner agrees that the corresponding amount is repayable to ChalPronto on demand and may be deducted from future commission payouts.

23. Automatic Payouts, Threshold & Taxes

Payouts are automatic. Once the Partner's approved-commission balance reaches twenty-five U.S. dollars (USD 25.00), ChalPronto initiates a Stripe Connect transfer to the Partner's linked bank account on the next scheduled payout run (currently daily, subject to change). The Partner does not need to request payouts manually, though a manual override is available from the Partner dashboard for instant payouts of an existing approved balance.

Currency conversion to the Partner's local currency is handled by Stripe at then-prevailing rates; ChalPronto does not guarantee any specific exchange rate. Stripe may impose its own fees, holds, KYC requirements, or country-specific restrictions; ChalPronto is not responsible for delays or failures caused by Stripe or the Partner's financial institution. If a Stripe transfer fails for any reason, ChalPronto will automatically retry on subsequent scheduled runs until the transfer succeeds or the underlying issue is resolved.

Taxes. Partners are solely responsible for all income, sales, VAT, GST, withholding, or other taxes applicable to commissions earned. ChalPronto may collect tax forms (e.g. W-9, W-8BEN) and may withhold or report payments where required by law. Commissions are paid gross of Partner taxes unless we are required to withhold.

24. No Guarantee of Earnings — Performance-Based

Earnings depend entirely on the Partner's own performance bringing new businesses into paid subscription plans, the mix of plans those businesses choose, billing-cycle completion, refunds, chargebacks, cancellations, plan changes, and other factors outside ChalPronto's control. Many Partners earn nothing. Earnings projections, calculators, blog posts, marketing pages, and example figures shown on chalpronto.com (including the partner-page earnings calculator) are illustrative only and do not constitute a promise, guarantee, or representation of actual earnings. No statement made by ChalPronto staff in any forum (including sales calls, support emails, or social posts) constitutes a guarantee of commissions or specific results.

25. Prohibited Partner Conduct

Partners may not, directly or indirectly:

  • Refer themselves, their affiliates, businesses they own or control, or businesses in which they have a financial interest using their own referral link (“self-referral”).
  • Create or facilitate the creation of fake, dormant, fraudulent, or sham businesses, including with intent to claim commissions on subscriptions the Partner funds themselves directly or indirectly.
  • Pay, rebate, or otherwise share any portion of the commission with the Referred Business as an inducement to subscribe or remain subscribed (“commission rebating”), other than as expressly permitted by ChalPronto in writing.
  • Use spam, unsolicited bulk email, fake reviews, false advertising, trademark infringement, paid search bidding on ChalPronto-branded keywords, or any other deceptive marketing practice to drive referrals.
  • Misrepresent the ChalPronto service, pricing, commission program, or any feature thereof.
  • Manipulate cookies, attribution links, or referral tracking in any way.

Violation of this Section 25 may result in immediate termination of the Partner account, forfeiture of all pending and approved commissions, clawback of previously paid commissions, and pursuit of any other legal or equitable remedies available to ChalPronto.

26. Independent Contractor Status

The Partner is an independent contractor. Nothing in these Terms creates an employment, agency, partnership, joint-venture, or franchise relationship between the Partner and ChalPronto. The Partner has no authority to bind ChalPronto, make warranties on ChalPronto's behalf, accept service of process for ChalPronto, or represent ChalPronto in any legal capacity.

27. Right to Modify or Terminate the Program; Partner Indemnification

ChalPronto reserves the right, in its sole discretion, to modify, suspend, or terminate the Partner Program in whole or in part, with or without notice. Upon termination of the Partner Program or the Partner's individual account, the Partner's right to earn future commissions ends immediately. Approved commissions already eligible for payout at the time of termination will be paid in due course unless the termination is for cause under Section 25.

Partner Indemnification. The Partner agrees to defend, indemnify, and hold harmless ChalPronto, its affiliates, and their officers, directors, employees, and agents from any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Partner's marketing or referral activities; (b) any misrepresentation made by the Partner about ChalPronto; (c) the Partner's breach of these Terms; or (d) any third-party claim arising from the Partner's conduct.

28. Confidentiality of Earnings Data

Commission rates, earnings, referral attribution data, and Partner Program internals shared with the Partner are confidential. The Partner may not disclose them publicly in a manner that misleads other partners or prospective partners as to expected earnings.

Part E — Platform-Wide Legal Terms (apply to everyone)

29. Intellectual Property; License to ChalPronto

The Service, including its design, code, features, branding, and content (excluding Business Content and Consumer-supplied data), is owned by Kiwana AI, Inc. and is protected by copyright, trademark, trade-dress, patent, and other laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms.

By submitting User Content to the Service, you grant ChalPronto a worldwide, royalty-free, non-exclusive, sublicensable, transferable license to host, store, reproduce, modify (for technical purposes such as resizing, format conversion, and AI extraction), display, perform, and distribute that User Content for the purposes of (a) providing and improving the Service, (b) generating analytics, (c) enforcing these Terms, and (d) any use you have specifically requested (such as displaying your menu on your Storefront). Businesses retain ownership of their Business Content.

30. Prohibited Uses

You agree not to:

  • Use the Service for any unlawful purpose or to facilitate any unlawful activity;
  • Upload false, misleading, or fraudulent content, or content that infringes third-party rights;
  • Attempt to gain unauthorized access to the Service, other users' accounts, or related systems;
  • Reverse-engineer, decompile, or attempt to derive source code from the Service;
  • Interfere with, disrupt, or place an unreasonable load on the Service;
  • Scrape, crawl, harvest, or use automated means to access the Service in ways that exceed normal browser usage;
  • Resell, sublicense, or redistribute the Service to third parties;
  • Use the Service to send unsolicited communications, spam, or malware;
  • Bypass any access controls, rate limits, or security measures.

31. Third-Party Services

The Service integrates with third-party services including Stripe (payments), Twilio (SMS, WhatsApp), SendGrid (email), Google services (authentication, AI, analytics), Anthropic and Google Gemini (AI), and Firebase (authentication and storage). Your use of those services is governed by their respective terms and privacy policies. ChalPronto is not responsible for the acts, omissions, downtime, data handling, or policies of those third parties.

32. Disclaimer of Warranties

THE SERVICE AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHALPRONTO AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. We do not warrant that the Service will be uninterrupted, secure, error-free, or free of viruses or other harmful components, that AI outputs will be accurate or reliable, that defects will be corrected, or that any specific result will be achieved.

33. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHALPRONTO, ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AI-MODEL PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, REVENUE, DATA, SALES, BUSINESS OPPORTUNITY, REPUTATION, OR ANY OTHER INTANGIBLE LOSSES — ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE), AND EVEN IF CHALPRONTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT, CHALPRONTO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO CHALPRONTO IN SUBSCRIPTION FEES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD 100.00).

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not fully apply to you; in such jurisdictions our liability is limited to the maximum extent permitted by law.

34. General Indemnification

In addition to any specific indemnification obligations elsewhere in these Terms, you agree to defend, indemnify, and hold harmless ChalPronto, its affiliates, and their officers, directors, employees, agents, and AI-model providers from any claim, loss, damage, liability, cost, or expense (including reasonable attorneys' fees) arising out of or related to (a) your use of the Service, (b) your User Content, (c) your breach of these Terms, or (d) your violation of any law or third-party right.

35. Time-Bar on Claims

Any claim or cause of action arising out of or related to these Terms or the Service must be filed within one (1) year after the cause of action arises; otherwise, the claim is permanently barred. This time-bar applies to the maximum extent permitted by applicable law.

36. Mandatory Individual Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH CHALPRONTO ON AN INDIVIDUAL BASIS THROUGH BINDING ARBITRATION, AND IT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

Agreement to Arbitrate. Any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between you and ChalPronto (each a “Dispute”) shall be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules. The arbitration shall be conducted in the English language. The seat of arbitration shall be Wilmington, Delaware, USA, although you may elect to participate by video or telephone where permitted by AAA rules. The arbitrator shall have the authority to resolve all threshold questions of arbitrability, including scope, validity, and enforceability of this Section 36.

Class-Action Waiver. YOU AND CHALPRONTO 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, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party's claims and may not preside over any form of representative proceeding. If this class-action waiver is found unenforceable as to any claim, that claim alone may proceed in court and the rest shall remain in arbitration.

Carve-outs. Either party may bring an individual claim in small-claims court if the claim qualifies. Either party may seek injunctive or other equitable relief in court for actual or threatened infringement, misappropriation, or violation of intellectual-property rights.

Opt-out. You may opt out of this Section 36 by sending a written notice to [email protected] within thirty (30) days of first accepting these Terms. The notice must state your full name, account email, and unambiguous intent to opt out. Opting out has no other effect on your relationship with ChalPronto.

37. Governing Law & Venue

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any matter not subject to arbitration under Section 36, exclusive jurisdiction and venue lies in the state and federal courts located in Wilmington, Delaware, and you consent to personal jurisdiction there.

38. Force Majeure

ChalPronto shall not be liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, denial-of-service attacks, AI model outages, payment-processor outages, third-party service outages, pandemics, or any other force majeure event.

39. Termination

We may suspend or terminate your account or access to the Service at any time, with or without notice, for any reason, including violation of these Terms. Upon termination, your right to use the Service ceases immediately. Sections that by their nature should survive termination — including Sections 13 (AI), 18 (Business Indemnification), 27 (Partner Indemnification), 29 (IP), 32 (Warranty Disclaimer), 33 (Limitation of Liability), 34 (Indemnification), 35 (Time-Bar), 36 (Arbitration), 37 (Governing Law), 40 (Severability), 41 (Entire Agreement), and any provisions relating to outstanding fees or commissions — survive termination.

40. Severability

If any provision of these Terms is held invalid or unenforceable by an arbitrator or court of competent jurisdiction, that provision shall be enforced to the maximum extent permitted, and the remaining provisions shall remain in full force and effect. Failure to enforce any provision is not a waiver of our right to enforce it later.

41. Entire Agreement; No Third-Party Beneficiaries

These Terms, together with the Privacy Policy and any policies or supplemental terms referenced herein, constitute the entire agreement between you and ChalPronto with respect to the Service and supersede all prior or contemporaneous communications, proposals, and understandings, whether oral or written. No oral or written information or advice given by ChalPronto or its employees creates a warranty or modifies these Terms. There are no third-party beneficiaries to these Terms.

42. Assignment; Notices

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms freely, including to a successor in interest. We may give notices to you via email, in-product notification, or by posting to chalpronto.com. You agree that electronic notices satisfy any legal requirement that notices be in writing.

43. Contact

For questions about these Terms, contact us at [email protected]. Legal notices to Kiwana AI, Inc. may be sent to that address; we reserve the right to require service of process by mail to a registered agent in Delaware.

Part F — Home Seller and Food Activity Terms

44. Scope of Part F

This Part F applies, in addition to the general, business, partner, and platform-wide terms above, whenever you (a) register a Business with ChalPronto whose products include any food, beverage, or other consumable item prepared, packaged, or processed in a non-commercial setting (a residential kitchen, home-based food operation, microenterprise home kitchen / MEHKO, cottage food operation, or other facility not licensed as a commercial food establishment), or (b) sell other handmade goods of any kind from your home (collectively, “Home Seller Activity”). Section 16B of these Terms sets out the general home-seller compliance framework; this Part F adds food-activity-specific terms on top of it. If any provision in this Part F conflicts with a provision elsewhere in these Terms, this Part F controls for Home Seller Activity only.

45. Food-Activity Compliance Affirmations

In addition to the general compliance representations in Section 16B, by engaging in any Home Seller Activity that involves food or beverage you represent and affirm to ChalPronto, on a continuing basis, that:

  • You are solely responsible for understanding the food-related laws, regulations, ordinances, and program rules that apply to you, your products, your kitchen, your sales channels, and your jurisdiction — including any applicable cottage food law, home kitchen operator program (such as MEHKO or an equivalent), food handler certification, sales-cap rule, allergen disclosure rule, labeling rule, and food safety inspection regime.
  • You hold, and will keep current at all times that you list, sell, or fulfill orders through the Service, every permit, registration, certification, and license required by your state, county, and program. You will not sell through the Service in any jurisdiction or product category for which you are not authorized.
  • You will accurately disclose ingredients, allergens, and any other information your jurisdiction requires you to disclose to customers, and you will keep that disclosure current as your products change.
  • You will not use ChalPronto in any way intended to evade, conceal, or obscure your jurisdiction's food-safety, permitting, labeling, or tax-collection requirements.

46. No Verification by ChalPronto

ChalPronto does not, and is not obligated to, verify, validate, inspect, or otherwise confirm: (a) any permit number, registration, certification, or program eligibility you supply or claim to hold; (b) the contents, ingredients, allergens, packaging, labels, freshness, storage, transportation, or safety of any product you list or sell; (c) the kitchen, facility, equipment, water source, or process you use to prepare or store products; (d) the accuracy of any disclosure you make to customers, regulators, or third parties; or (e) the applicability of any cottage food, home kitchen operator, or other regulatory program to your specific situation. From time to time we may make available data fields, badges, banners, templates, or other display elements relating to permits or compliance for your own use; doing so does not create any verification obligation on us, does not constitute our endorsement of your compliance status, and is not a representation by us to your customers.

47. Food-Activity Indemnification

In addition to the general indemnification in Section 34, you agree to defend, indemnify, and hold harmless ChalPronto, Kiwana AI, Inc., its affiliates, and their respective officers, directors, employees, agents, and AI-model providers from and against any claim, demand, investigation, regulatory action, fine, penalty, judgment, settlement, loss, liability, cost, or expense (including reasonable attorneys' fees) arising out of or related to: (a) any product you list, sell, prepare, package, label, store, deliver, or otherwise make available through the Service; (b) any actual or alleged violation by you of any food-related law, regulation, ordinance, permit condition, license condition, program rule, or third-party right; (c) any actual or alleged foodborne illness, allergic reaction, contamination, injury, illness, or property damage caused by or attributed to any product you sold; (d) any actual or alleged misrepresentation by you to any customer, regulator, or third party regarding your products, your kitchen, your compliance status, or your permits; (e) any tax owed by you on Home Seller Activity; or (f) any claim by a customer, neighbor, landlord, homeowners' association, or other third party arising out of your Home Seller Activity. ChalPronto may, at its option and your expense, assume the exclusive defense and control of any matter otherwise subject to indemnification under this Section.

48. Customer Disclosure Obligations

If your jurisdiction requires you to display specific text to customers — such as a “made in a home kitchen” statement, an allergen disclosure, a permit number, a sales tax notice, or any other regulatory disclosure — it is your sole obligation to ensure that text appears, in the form your jurisdiction requires, on your packaging, labels, and storefront. ChalPronto may, at its discretion, provide template fields, footers, or banner sections where such disclosures can be displayed, but you are responsible for the accuracy and adequacy of the text you place there. Any pre-filled or template language ChalPronto offers is provided as a convenience only; we make no representation that any template language satisfies any specific legal or program requirement, and you must independently verify its sufficiency before relying on it. We may modify, remove, or change any template field at any time without notice; you remain responsible for keeping any required disclosure live on your storefront and packaging.