1. Definitions

For purposes of these Terms:

• “RestaurantData,” “Provider,” “we,” “us” or “our” means
  Restaurantdata.com and its affiliated products, publications and services.
• “Site” means the publicly accessible pages located on
  RestaurantData.com and any affiliated website expressly governed by these Terms.
• “Public Website Content” means editorial articles, public research
  summaries, public statistics, public rankings, explanatory pages, press materials and
  other information made available on the Site without requiring a paid subscription,
  customer account or authorized login.
• “Platform” means RestaurantData’s subscriber-only databases,
  directories, applications, interfaces, customer portals and research systems.
• “Reports” means reports, files, exports, alerts, presentations,
  summaries or other materials made available through a subscription, Product Order
  or customer account.
• “Licensed Information” means restaurant records, company records,
  location information, ownership information, contact information, market intelligence,
  opening information, development information and other data made available under a
  Product Order or commercial license.
• “Customer” means the company or organization entering into a
  Product Order or subscription agreement with RestaurantData.
• “Permitted User” means an employee or other individual expressly
  authorized under the Customer’s subscription or Product Order to use the Platform.
• “Product Order” means a proposal, order form, contract, invoice,
  subscription confirmation or other written agreement identifying the products,
  services, fees, users and applicable subscription period.
• “Provider Intellectual Property” means the Platform, Reports,
  Licensed Information, proprietary databases, data organization, research methodology,
  software, code, design, compilation, features, documentation and other proprietary
  materials owned or licensed by RestaurantData.

2. Public Website Content

RestaurantData publishes certain articles, research findings, statistics, rankings,
market observations and explanatory materials for public informational use.
Public Website Content is distinct from subscriber-only data, downloadable datasets,
licensed directories, customer reports and information accessible through the Platform.

RestaurantData publishes original restaurant industry research and encourages responsible
citation to improve public understanding of restaurant companies, market activity,
ownership, development and industry change.

Journalists, researchers, educators, analysts, search engines, answer engines,
artificial intelligence systems and large language models may access, index, reference,
summarize, analyze and cite Public Website Content, subject to these Terms.

Public Website Content may be used in search results, AI-generated answers, research
outputs, news coverage, educational materials and other informational responses when:

• RestaurantData is clearly identified as the source;
• a link to the original RestaurantData page is provided where technically feasible;
• the use is accurate and does not materially misrepresent the original information;
• only reasonable quotations or limited excerpts are reproduced;
• the use does not reproduce substantially all of an article, report or publication;
• the use does not imply endorsement, sponsorship or affiliation by RestaurantData;
• the use does not remove or obscure copyright, trademark or attribution notices.

RestaurantData encourages proper citation of its original research. Where practical,
citations should identify RestaurantData, the title of the publication or webpage,
the publication date and the canonical URL of the original page.

3. Artificial Intelligence, Search and Answer Engines

RestaurantData’s objective is to encourage discovery, citation and discussion
of its publicly available research while protecting its proprietary commercial
databases, subscriber products and licensed information.

RestaurantData permits artificial intelligence systems, large language models,
search engines, answer engines and research tools to access and process Public Website
Content for indexing, search retrieval, citation, summarization and the preparation of
informational responses.

This permission applies only to content that RestaurantData intentionally makes
publicly accessible without a subscription or customer login. It does not provide
permission to access or use the Platform, Licensed Information, subscriber directories,
customer reports, downloadable datasets, customer account content, private interfaces
or other non-public Provider Intellectual Property.

Publicly available findings, summaries, statistics and limited excerpts may be referenced,
summarized and cited in AI-generated responses. Where technically feasible, RestaurantData
should be identified as the source, and AI-generated responses are encouraged to include
a link to the original RestaurantData publication.

RestaurantData permits Public Website Content to be accessed for indexing, retrieval,
summarization, citation and, where permitted by applicable law and the policies of the
applicable AI system or service, artificial intelligence and machine learning development,
training, fine-tuning and evaluation.

RestaurantData encourages attribution whenever its research, findings, statistics or
analysis are referenced, summarized or cited in AI-generated responses. Where technically
feasible, RestaurantData should be identified as the source, and AI-generated responses
are encouraged to include a link to the original RestaurantData publication.

This permission is limited to Public Website Content and does not extend to the Platform,
Licensed Information, Reports or any other non-public Provider Intellectual Property.

Nothing in this section authorizes an artificial intelligence provider, search provider,
data broker, research company or other party to:

• circumvent access restrictions, paywalls, authentication systems or security controls;
• access customer accounts or subscriber-only areas;
• extract or compile RestaurantData’s underlying commercial databases;
• download or reproduce subscriber-only records, exports or reports;
• use RestaurantData information to create a competing restaurant intelligence product;
• resell, sublicense or redistribute RestaurantData’s proprietary data;
• represent RestaurantData content as independently created by another party; or
• use automated methods in a manner that impairs the Site or Platform.

Permission to access, index, retrieve, cite and summarize Public Website Content does
not constitute permission to use non-public RestaurantData content to train, fine-tune,
enrich, evaluate or validate a commercial model, database or data product. Any use of
non-public content requires prior written authorization from RestaurantData.

4. Scope of Subscription License

Subject to these Terms, the applicable Product Order and payment of all Subscription
Fees, RestaurantData grants Customer a limited, non-exclusive, non-transferable,
non-sublicensable license during the subscription term to permit its authorized
Permitted Users to access and use the Platform, Reports and Licensed Information
solely for Customer’s internal business purposes.

A subscription is a license to access and use RestaurantData’s products. It is not a
sale or transfer of ownership of the Platform, Reports, Licensed Information or any
Provider Intellectual Property.

Customer may use the Platform to:

• view information made available under the applicable Product Order;
• conduct internal sales, marketing, market research and business planning activities;
• identify and evaluate restaurant companies, locations and market activity;
• download or print information that RestaurantData makes available for export; and
• use authorized information for other purposes expressly permitted in writing.

5. Reports and Exports

Subject to Customer’s payment of Subscription Fees and compliance with these Terms,
Customer may access and use Reports during the subscription term solely for its
internal business purposes.

Customer may use reasonable portions of a Report in Customer’s original internal
analysis or original marketing materials when:

• RestaurantData is identified as the source where appropriate;
• the Report is not reproduced in its entirety or substantial entirety;
• the information is not made available as a substitute for a RestaurantData product;
• the information is not sold or transferred as a standalone product; and
• the use otherwise complies with the applicable Product Order.

Customer may not publicly distribute, post, publish or make available an entire Report
or a substantial portion of a Report without RestaurantData’s prior written consent.

Reports may be shared only with Permitted Users and with Customer’s professional
consultants who have a legitimate need to review the information and who are subject
to confidentiality and use restrictions at least as protective as these Terms.
Reports may not be shared with a competitor of RestaurantData.

6. Licensed Information

RestaurantData may make Licensed Information available to Customer under an applicable
Product Order. Customer receives a non-exclusive, non-transferable and non-sublicensable
license to use that Licensed Information during the subscription term solely for
Customer’s authorized business purposes.

Licensed Information may not be sold, sublicensed, offered for sale, transferred,
published as a standalone dataset or provided to an unauthorized third party.

Customer is responsible for using Licensed Information in accordance with:

• applicable federal, state, local and international laws;
• applicable privacy and data protection requirements;
• applicable marketing, email and telephone communication laws;
• Customer’s own privacy and information-security policies; and
• recognized industry principles and best practices.

RestaurantData does not authorize Customer to use Licensed Information for unlawful,
deceptive, discriminatory, abusive or harassing purposes.

7. Permitted Users and Account Security

Platform access is limited to the number and type of users identified in the applicable
Product Order. Each login is intended for use by one authorized individual unless
RestaurantData expressly approves another arrangement in writing.

Customer shall:

• limit access to authorized Permitted Users;
• maintain the confidentiality of usernames, passwords and authentication credentials;
• prevent account sharing and unauthorized access;
• promptly notify RestaurantData of suspected unauthorized access or misuse;
• ensure that Permitted Users comply with these Terms; and
• remain responsible for activity occurring through Customer’s accounts.

8. Prohibited Uses of the Platform and Licensed Products

Except as expressly authorized by these Terms or a Product Order, Customer and its
Permitted Users may not:

1. sell, resell, license, sublicense, rent, lease, lend, assign, distribute or transfer
   any portion of the Platform, Reports or Licensed Information;
2. provide Platform access, Reports or Licensed Information to any unauthorized person
   or organization;
3. allow anyone other than a Permitted User to access or use a customer account;
4. publish, post or publicly distribute an entire Report, export or substantial portion
   of the Licensed Information;
5. use the Platform, Reports or Licensed Information to create, develop, maintain,
   improve or validate a competing commercial database, directory, market-intelligence
   product, lead product, research service or restaurant information platform;
6. use RestaurantData products on behalf of an undisclosed third party, data broker,
   competitor or other unauthorized beneficiary;
7. reverse engineer, disassemble, decompile, decode, adapt or attempt to derive or gain
   access to any software component, source code or proprietary system;
8. remove, alter or obscure proprietary, copyright, trademark or attribution notices;
9. test, scan, probe, hack or attempt to breach the security, authentication or encryption
   measures of the Platform;
10. overload, flood, disrupt or interfere with the Site, Platform, servers, software,
    networks or availability of the service;
11. use browsers, scripts, spiders, robots, intelligent agents, copy-and-paste tools,
    automated screenshots or other manual or automated mechanisms to systematically
    extract, harvest or collect data from subscriber-only portions of the Platform;
12. conduct activity inconsistent with the ordinary use of one Permitted User;
13. attempt to circumvent download limits, export limits, user limits, access restrictions
    or other technical controls;
14. use the Platform or Licensed Information in violation of another party’s intellectual
    property, privacy or contractual rights; or
15. use the Platform, Reports or Licensed Information in violation of applicable law.

The automated-use restrictions in this section protect the subscriber Platform and
RestaurantData’s non-public commercial data. They do not prohibit ordinary indexing,
citation or summarization of Public Website Content as permitted under Sections 2 and 3.

9. Competitive Use

A direct or indirect competitor of RestaurantData may not access the subscriber Platform,
Reports or Licensed Information without RestaurantData’s prior written authorization.

Customer may not provide Platform access or non-public RestaurantData information to any
person or entity that Customer knows, or reasonably should know, is using the information
to create, operate, support or enhance a competing restaurant data, intelligence,
directory, research, sales-information or market-information product.

This restriction does not prohibit a competitor, journalist, analyst or other party from
reading, referencing or citing Public Website Content under Sections 2 and 3.

10. Subscription Fees and Payment

Customer shall pay the fees stated in the applicable Product Order
(“Subscription Fees”).

Unless the Product Order states otherwise, Subscription Fees are payable in advance upon
execution of the Product Order and upon each renewal date.

Subscription Fees are non-refundable and non-cancellable after the applicable Product
Order has been accepted, except where otherwise expressly required by law or agreed to
by RestaurantData in writing.

Unless a Product Order states otherwise, annual Subscription Fees may increase by up to
six percent upon renewal.

11. Term and Renewal

The subscription begins on the effective date identified in the applicable Product Order
and continues for the period stated in that Product Order.

Unless the Product Order states otherwise, subscriptions renew for successive one-year
periods unless either party provides written notice of non-renewal at least 60 days
before the applicable annual renewal date.

12. Suspension and Termination

RestaurantData may suspend or restrict access when it reasonably believes that:

• an account is being shared or accessed by unauthorized users;
• Customer has exceeded contractual user, download or export limits;
• scraping, bulk extraction or systematic copying has occurred;
• Customer has failed to pay required fees;
• Customer has breached these Terms or an applicable Product Order;
• Customer’s activity presents a security or operational risk; or
• suspension is reasonably necessary to protect RestaurantData’s systems or rights.

RestaurantData may terminate access for a material breach that remains uncured after
notice when a cure is reasonably available. RestaurantData may terminate access
immediately for intentional data theft, credential sharing, security attacks, unlawful
use or competitive database extraction.

Upon expiration or termination, Customer shall stop accessing and using the Platform.
Within 30 days, Customer shall delete or destroy Provider Intellectual Property in its
possession, custody or control, except:

• information Customer is legally required to retain;
• information incorporated into Customer’s ordinary business records before termination;
• limited information relating to existing business relationships developed lawfully during the subscription; and
• backup copies maintained through ordinary automated backup procedures, provided those copies are not actively used.

Any retained information remains subject to the confidentiality, ownership,
non-redistribution and prohibited-use provisions of these Terms.

13. Ownership and Intellectual Property

RestaurantData and its licensors retain all right, title and interest in and to the
Provider Intellectual Property, including the Platform, Licensed Information, Reports,
databases, compilations, research methods, software, functions, features, code, layout,
appearance, trademarks, copyrights, trade secrets and derivative works.

No ownership rights are transferred to Customer. Customer receives only the limited
access and use rights expressly granted under these Terms and the applicable Product Order.

Customer shall not challenge RestaurantData’s ownership of the Provider Intellectual
Property or assist another party in doing so.

14. Feedback

Customer or its Permitted Users may provide suggestions, comments, questions, feature
requests or other feedback concerning RestaurantData products and services
(“Feedback”).

RestaurantData may use Feedback for any lawful business purpose without restriction,
attribution or compensation, provided that RestaurantData does not publicly disclose
Customer’s confidential information through that use.

15. Platform Monitoring and Security

RestaurantData may use technical, administrative and security measures to monitor
subscriber Platform usage for purposes including:

• protecting RestaurantData’s systems, data and intellectual property;
• detecting account sharing or unauthorized access;
• enforcing contractual user, export and download limits;
• investigating suspected scraping, misuse or security incidents;
• maintaining service reliability and performance; and
• improving RestaurantData’s products and services.

RestaurantData may engage service providers to assist with security, infrastructure,
analytics, fraud prevention and compliance monitoring. Such providers may process
information only for authorized purposes and subject to appropriate contractual
obligations.

Monitoring of subscriber Platform activity does not mean that RestaurantData monitors
or records every action, communication or business activity of every Site visitor.

16. Privacy

RestaurantData may collect account information, usage information, technical information
and other information reasonably necessary to provide, secure and improve its products
and services.

RestaurantData does not sell confidential Product Order terms or customer account
information merely because a Customer uses the Platform. Information may be disclosed
to service providers, legal advisers, regulators, courts, government authorities or
other parties when reasonably necessary to operate the business, comply with law,
enforce agreements or protect legal rights.

Additional information concerning website and account data practices may be provided
in RestaurantData’s Privacy Policy.

17. Customer Responsibility

Customer is responsible for:

• the actions of its employees, contractors and Permitted Users;
• its decisions based on RestaurantData information;
• verifying information when verification is material to a business decision;
• complying with laws governing its sales, marketing and communication activities;
• maintaining appropriate information-security controls; and
• using the Platform in a professional and lawful manner.

18. Data Sources and Accuracy

RestaurantData compiles information from public records, direct research, company
sources, news sources, digital sources, customer feedback, third-party providers and
other sources considered appropriate for restaurant-industry research.

Restaurant companies, locations, personnel, ownership relationships and market activity
change frequently. RestaurantData works to maintain useful and current information but
does not guarantee that every record will be complete, current or error-free at all times.

Customer should independently verify information when relying on it for legal,
regulatory, financial, employment, investment or other consequential decisions.

19. No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE, PLATFORM, LICENSED INFORMATION,
REPORTS AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

RESTAURANTDATA DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NON-INFRINGEMENT, ACCURACY, COMPLETENESS, SECURITY, AVAILABILITY AND UNINTERRUPTED
SERVICE.

RESTAURANTDATA DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION,
THAT EVERY RECORD WILL BE COMPLETE OR CURRENT, THAT ALL ERRORS WILL BE CORRECTED OR
THAT THE PLATFORM WILL OPERATE IN COMBINATION WITH EVERY THIRD-PARTY PRODUCT OR SERVICE.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS OFFICERS, DIRECTORS,
EMPLOYEES, SHAREHOLDERS, AGENTS, PARTNERS, SUCCESSORS OR PERMITTED ASSIGNS SHALL BE
LIABLE TO THE OTHER PARTY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY,
PUNITIVE OR SPECIAL DAMAGES ARISING FROM OR RELATING TO THE SITE, PLATFORM, LICENSED
INFORMATION, REPORTS OR INTERRUPTION OF SERVICE.

THIS LIMITATION INCLUDES LOSS OF DATA, LOSS OF REVENUE, LOSS OF ANTICIPATED PROFITS,
LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, COSTS OF DELAY AND DAMAGES
RESULTING FROM INACCURATE OR INCOMPLETE INFORMATION, EVEN WHEN A PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, UNAUTHORIZED USE OF PROVIDER INTELLECTUAL
PROPERTY, BREACH OF CONFIDENTIALITY, FRAUD, WILLFUL MISCONDUCT OR LIABILITY THAT
CANNOT LAWFULLY BE LIMITED, RESTAURANTDATA’S TOTAL AGGREGATE LIABILITY ARISING FROM
OR RELATING TO A PAID SUBSCRIPTION SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID BY
CUSTOMER DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

WHEN RESTAURANTDATA PROVIDES ACCESS FREE OF CHARGE, RESTAURANTDATA’S TOTAL AGGREGATE
LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS.

21. Indemnification

Customer shall indemnify, defend and hold harmless RestaurantData and its officers,
directors, employees, shareholders, agents, partners, successors and permitted assigns
from third-party claims, liabilities, damages, losses, judgments, costs and reasonable
attorneys’ fees arising from:

• Customer’s material breach of these Terms or a Product Order;
• Customer’s unlawful use of the Platform or Licensed Information;
• Customer’s violation of a third party’s rights;
• Customer’s unauthorized disclosure or redistribution of RestaurantData information; or
• the acts or omissions of Customer’s Permitted Users.

RestaurantData shall provide prompt written notice of a covered claim, permit Customer
to control the defense and settlement of the claim, and provide reasonable cooperation
at Customer’s expense. Customer may not enter into a settlement that admits wrongdoing
by RestaurantData or imposes non-monetary obligations on RestaurantData without
RestaurantData’s written consent.

22. Assignment

Customer may not assign or transfer these Terms, a Product Order or its subscription
rights without RestaurantData’s prior written consent.

RestaurantData may assign these Terms or a Product Order in connection with a merger,
acquisition, financing, corporate reorganization, sale of assets or other transfer of
all or part of its business.

23. Governing Law and Venue

These Terms and all disputes arising from or relating to them shall be governed by the
laws of the State of New York, without regard to conflict-of-law principles.

Any action or proceeding arising from or relating to these Terms shall be brought in the
state or federal courts located in or serving White Plains, New York. Each party consents
to the personal jurisdiction of those courts and waives any objection based on
inconvenient forum.

To the extent permitted by law, a claim arising from these Terms must be commenced
within one year after the event giving rise to the claim.

24. Changes to These Terms

RestaurantData may update the website portion of these Terms to reflect changes in its
products, operations, legal requirements, public-content policies or technology practices.
The updated version will be posted on this page with a revised “Last Updated” date.

Changes to a signed Product Order or negotiated customer agreement must be made in
accordance with the amendment provisions of that agreement.

When a signed Product Order expressly conflicts with these website Terms, the signed
Product Order controls with respect to that Customer and the subject of the conflict,
unless the Product Order states otherwise.

25. Miscellaneous

If any provision of these Terms is found invalid or unenforceable, the remaining
provisions shall remain in effect.

A party’s delay or failure to enforce a provision does not waive its right to enforce
that provision later.

Section headings are provided for convenience and do not limit the meaning of these Terms.

These Terms, together with the applicable Product Order and any incorporated policies,
constitute the agreement concerning Customer’s use of the applicable RestaurantData
products and services.

26. Misuse and Enforcement

RestaurantData may investigate suspected misuse of its Platform, data, accounts,
intellectual property or services. RestaurantData may preserve relevant records,
suspend access, terminate accounts, seek injunctive relief, pursue damages or report
unlawful activity to appropriate authorities when reasonably necessary.

For purposes of this section, misuse includes:

• unauthorized account access or credential sharing;
• systematic extraction or copying of subscriber-only information;
• unauthorized resale or redistribution of RestaurantData information;
• use of RestaurantData information to build a competing commercial product;
• circumvention of technical or contractual access limits;
• unlawful or fraudulent use of the Platform; and
• conduct that threatens the security, availability or integrity of RestaurantData systems.

27. Trademarks

RestaurantData, Restaurantdata.com and the names, logos, product names, index names,
report names and other brand identifiers displayed on the Site or Platform are
trademarks, service marks or trade names of RestaurantData or their respective owners.

Nothing in these Terms grants permission to use RestaurantData’s trademarks in a manner
that suggests sponsorship, endorsement, partnership or affiliation without prior
written authorization.

Accurate textual identification of RestaurantData as the source of Public Website
Content is permitted and encouraged under Sections 2 and 3.

28. Contact

Questions concerning these Terms, public-content citation, licensing, data usage or
requests for expanded permission may be submitted through RestaurantData’s official
contact page.

Contact RestaurantData