{/* Replace this body with your official Terms when ready. Keep the frontmatter above. */} These Terms & Conditions ("Terms") are a legal agreement between you and Titan Development Studio, LLC, a Delaware limited liability company, doing business as "Cupp'd" ("Cupp'd," "we," "us," or "our"), governing your use of: - our website at cuppdapp.com (the "**Site**"); - the Cupp'd mobile application for consumers (the "**App**"); and - the Cupp'd Business Portal at business.cuppdapp.com (the "**Business Portal**"), collectively, the "**Platform**." **Part 1 (General Terms)** applies to everyone who uses any part of the Platform. **Part 2 (Consumer App Terms)** contains additional terms that apply if you use the App as a consumer. **Part 3 (Business Portal Terms)** contains additional terms that apply if you or your business subscribes to the Business Portal. Where Parts 2 or 3 conflict with Part 1 for the relevant use, Parts 2 or 3 control. By creating an account, accessing, or using any part of the Platform, you agree to these Terms. If you don't agree, don't use the Platform. --- ## PART 1 — GENERAL TERMS (Applies to All Users) ### 1. Eligibility You must be at least 13 years old to use the Platform. If you are between 13 and 17 years old, you may only use the Platform with the involvement and consent of a parent or legal guardian, and you represent that you have that consent. If you are using the Business Portal on behalf of a business, you must be at least 18 years old and represent that you are authorized to bind that business to these Terms, and "you" in Part 3 refers to that business. ### 2. Accounts You're responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us promptly at support@titandevstudio.com of any unauthorized use. We may suspend or terminate accounts that provide false information or violate these Terms. ### 3. Acceptable Use You agree not to: - Violate any applicable law or regulation; - Infringe any intellectual property, privacy, or other right of any person; - Post or transmit content that is unlawful, fraudulent, harassing, defamatory, obscene, or otherwise objectionable; - Impersonate any person or entity, or misrepresent your affiliation with a business; - Scrape, crawl, or use automated means to access the Platform without our prior written consent; - Reverse-engineer, decompile, or attempt to extract the source code of the Platform, except where applicable law permits; - Interfere with or disrupt the Platform's operation or security; - Upload viruses, malware, or other harmful code; - Use the Platform to send unsolicited advertising or spam; or - Create fake check-ins, reviews, ratings, or accounts, or otherwise manipulate the Platform's gamification or ratings systems. We may investigate and take appropriate action against anyone who violates this section, including removing content and suspending or terminating accounts. ### 4. Intellectual Property The Platform, including its software, design, text, graphics, logos, and the Cupp'd name and marks, is owned by Cupp'd or our licensors and is protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, we reserve all rights in the Platform. You may not use our name, logo, or trademarks without our prior written permission. ### 5. Third-Party Services The Platform may link to or integrate with third-party services we don't control, including payment processing (Stripe), app marketplaces (Apple App Store, Google Play), and social media platforms you choose to share content to. Your use of those services is governed by their own terms, and we're not responsible for them. ### 6. Disclaimers THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DON'T WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DATA, INSIGHTS, OR RESULTS (INCLUDING BUSINESS ANALYTICS) WILL BE ACCURATE OR MEET YOUR EXPECTATIONS. WE DO NOT GUARANTEE ANY SPECIFIC BUSINESS OUTCOME, CUSTOMER VOLUME, OR REVENUE RESULT FROM USING THE BUSINESS PORTAL. ### 7. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUPP'D AND ITS OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM YOUR USE OF THE PLATFORM. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR (B) ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DON'T ALLOW THESE LIMITATIONS, SO THEY MAY NOT FULLY APPLY TO YOU. ### 8. Indemnification You agree to indemnify and hold Cupp'd harmless from any claims, damages, or expenses (including reasonable attorneys' fees) arising from your breach of these Terms, your content, or your misuse of the Platform. We agree to indemnify you against third-party claims that the unmodified Platform, as provided by us, infringes their U.S. intellectual property rights, subject to your prompt notice and cooperation. ### 9. Dispute Resolution; Arbitration Agreement **PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.** **9.1 Agreement to Arbitrate.** Except for small-claims-court matters and disputes about intellectual property, you and Cupp'd agree to resolve any dispute arising from these Terms or the Platform through binding, individual arbitration administered by [the American Arbitration Association], rather than in court, except as set out below. **9.2 Class Action Waiver.** You and Cupp'd agree that any arbitration or proceeding will be conducted only on an individual basis and not as a class, consolidated, or representative action. **9.3 Right to Opt Out.** You may opt out of this arbitration agreement by sending written notice to legal@titandevstudio.com within 30 days of first agreeing to these Terms, stating your name and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will be resolved in the state or federal courts located in Delaware, and both parties consent to that jurisdiction. **9.4 Governing Law.** These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, except where applicable consumer-protection or data-protection law requires otherwise. ### 10. Termination You may stop using the Platform at any time. We may suspend or terminate your access to any part of the Platform if you violate these Terms, or for any other reason with reasonable notice where required by Part 3. Sections that by their nature should survive termination (including Sections 4, 6, 7, 8, 9, and 11) will survive. ### 11. Changes to These Terms We may update these Terms from time to time. If we make material changes, we'll provide notice (such as an in-app notice or email) before they take effect. Continued use of the Platform after changes take effect constitutes acceptance. ### 12. Miscellaneous If any provision of these Terms is found unenforceable, the remaining provisions remain in effect. These Terms, together with our Privacy Policy, are the entire agreement between you and Cupp'd regarding the Platform. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays caused by events outside its reasonable control. ### 13. Contact Titan Development Studio, LLC 651 N Broad St, Suite 201, Middletown, Delaware 19709, United States support@titandevstudio.com **DMCA Notices:** Copyright complaints should be sent to our designated agent, Titan Development Studio, LLC, at [legal@titandevstudio.com](mailto:legal@titandevstudio.com), with the information required under 17 U.S.C. § 512(c)(3). --- ## PART 2 — CONSUMER APP TERMS (Additional Terms for App Users) These additional terms apply when you use the Cupp'd App as a consumer. ### 14. License to Use the App Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to download and use the App on a device you own or control, for your personal, non-commercial use. ### 15. No Fees The App is currently free to download and use. If we introduce paid features or in-app purchases in the future, additional terms will apply and will be presented to you before you're charged. ### 16. Your Content **16.1 What You Post.** The App lets you check in at coffee shops, rate and review your experience, share photos, earn badges, and share your activity to social media ("**Your Content**"). You retain ownership of Your Content. **16.2 License to Us.** By posting Your Content, you grant Cupp'd a worldwide, royalty-free, non-exclusive, sublicensable license to host, store, reproduce, display, and distribute Your Content within the Platform (including showing your check-ins, ratings, and photos to other users and to businesses you check in with, in aggregate or individual form as applicable within the App's normal functionality). **16.3 External Marketing Use.** If you represent that you are 18 years of age or older, this license also permits Cupp'd to use Your Content in our own external marketing, advertising, and promotional materials (such as our website, social media, and ad campaigns) outside the Platform. **If you are under 18, this broader external-marketing license does not apply to you, and we will not feature Your Content outside the Platform without separate verifiable parental or guardian consent.** **16.4 Your Responsibility.** You're solely responsible for Your Content and represent that you have the rights to post it and that it doesn't violate any law or third party's rights. We may remove any content that violates these Terms, but we have no obligation to monitor content. ### 17. Location Data Certain App features, including check-ins, require access to your device's location. You can control location permissions through your device settings, but disabling location access may prevent you from using check-in-related features. ### 18. Gamification Features Badges, points, streaks, and similar features ("**Gamification Features**") have no cash value, cannot be redeemed for cash, transferred, or sold, and may be modified, reset, or discontinued by us at any time without liability to you. ### 19. Minors If you are a parent or guardian and believe your child under 13 has created an account, contact us at privacy@titandevstudio.com and we will take appropriate action, which may include deleting the account. --- ## PART 3 — BUSINESS PORTAL TERMS (Additional Terms for Business Customers) These additional terms apply if you or your business ("**you**," in this Part) subscribes to or uses the Cupp'd Business Portal. ### 20. Subscription Plans The Business Portal is offered under subscription plans described on our pricing page (currently Standard Brew, Data Brew, and Enterprise Brew), which may be updated from time to time. Enterprise Brew customers are currently subject to these Terms as well, unless you and Cupp'd separately execute a written agreement that expressly supersedes them. ### 21. The Data You Receive Through the Business Portal, we provide you with analytics and insights about consumer activity at your business (such as check-in counts, ratings trends, and popular items). **This data is provided in aggregate and/or anonymized form only — we do not provide you with individually identifiable information about specific consumers.** You may view and use this data within the Business Portal for your own business purposes, but you may not export, download, copy, or reuse this data outside the Business Portal, and you may not attempt to re-identify any consumer from it. This restriction is a material term of your subscription. ### 22. Fees and Payment Fees are billed in advance on a recurring basis (monthly, unless otherwise agreed for Enterprise Brew) through our payment processor, Stripe. You authorize us to charge your payment method on file for all fees. We may change our fees with at least 30 days' notice, effective at your next billing cycle. ### 23. Cancellation You may cancel your subscription at any time, effective at the end of your current billing period. We don't provide refunds or credits for partial billing periods except where required by law. Upon cancellation, your access to the Business Portal ends at the end of that period. ### 24. Referral Program From time to time, we may offer a referral program allowing you to earn credits toward your subscription for referring other businesses that become paying subscribers. Any such program is governed by separate, then-current Referral Program Terms made available to you, which we may update or discontinue at any time. Referral credits have no cash value and cannot be redeemed for cash or transferred. ### 25. Your Use of Marketing Tools If your plan includes promotional or marketing tools, you're solely responsible for the content and legality of any promotions, offers, or marketing communications you create or send through the Platform, including compliance with advertising, consumer-protection, and food-service regulations applicable to your business. ### 26. Suspension and Termination In addition to Section 10 of Part 1, we may suspend or terminate your Business Portal access for non-payment if not cured within 5 days of notice, or for material breach not cured within 15 days of notice. Either party may terminate for convenience with 30 days' written notice. Fees paid before termination are non-refundable except as required by law.