This Restaurant Client Agreement ("Agreement") is entered into between Elev8ed Media Hub LLC, a Montana limited liability company ("Elev8ed", "we", or "us"), and the restaurant business identified in the accompanying Order Form or Statement of Work ("Client" or "you"). This Agreement is effective as of the date both parties execute the Order Form ("Effective Date").
As used in this Agreement, the following capitalized terms have the meanings set forth below:
| "Services" | The online ordering infrastructure, promotional campaign automation, review management, AI visibility infrastructure, and related managed services described in Section 2 and the Order Form, as applicable to Client's selected service tier. |
| "Zero Commission Tier" (ZC) | The base service tier providing online ordering, flat-fee delivery, automated promotional SMS and email campaigns, quick reply, review management, and listings management, as further described in the Tier Offer Schedule. |
| "AI Dominance Tier" (AID) | The premium service tier providing all Zero Commission Tier deliverables plus Voice AI, Conversation AI SMS Bot, citation monitoring, answer pages, schema infrastructure, and weekly AI platform tracking, as further described in the Tier Offer Schedule. |
| "Setup Fee" | The one-time, non-refundable fee payable upon execution of this Agreement, as stated in the Order Form ($1,997 for ZC; $2,997 for AID). |
| "Monthly Retainer" | The recurring monthly fee for ongoing Services, as stated in the Order Form ($597/month for ZC; $997/month for AID). |
| "Online Order Support Fee" | The 5% fee applied to each guest transaction processed through Client's Elev8ed-powered online ordering page, charged to and collected from the end customer (not from Client), as described in Section 4.3. |
| "Order Form" | The executed document, digital agreement, or statement of work identifying Client's selected tier, billing information, designated market, and cuisine category. |
| "Client Data" | Menu data, customer contact information (where provided by Client), POS transaction records, brand assets, and any other data belonging to Client and provided to Elev8ed for use in performing the Services. |
| "Elev8ed Infrastructure" | Elev8ed's proprietary workflows, automation templates, AI prompt architecture, monitoring methodology, query intelligence, reporting frameworks, and platform infrastructure used to deliver the Services. |
| "Market" | The geographic area and cuisine category combination identified in Client's Order Form, within which Elev8ed grants Client exclusivity as described in Section 5. |
| "Delivered Content" | Answer pages, schema markup, platform profiles, LLMs.txt files, and other content created for and deployed to Client's domain or Client-controlled platform accounts during the term of this Agreement. |
| "A2P Messaging" | Application-to-person SMS and MMS messages sent through registered 10-digit long code (10DLC) or shortcode messaging infrastructure as part of the Services. |
| "Term" | The duration of this Agreement, as described in Section 9.1. |
Elev8ed will provide the Services corresponding to Client's selected tier as identified in the Order Form. Services are described in the Tier Offer Schedule attached hereto and incorporated by reference. Elev8ed reserves the right to update service features within a tier; material reductions to core deliverables will be communicated to Client no less than 30 days in advance.
If Client has selected the Zero Commission Tier, Elev8ed will provide the following during the Term:
If Client has selected the AI Dominance Tier, Elev8ed will additionally provide:
Client acknowledges and consents to the following automated systems operating on Client's behalf as part of the Services:
Client's signature on the Order Form constitutes Client's written consent to deploy these automated systems under Client's brand.
Unless separately agreed in writing, the Services do not include: paid advertising (Google Ads, Meta Ads, etc.); legal, accounting, or tax advice; website hosting outside of the Elev8ed-managed ordering page; management of Client's DoorDash Marketplace or UberEats Marketplace accounts; direct customer service staffing; or any deliverable not enumerated in Section 2.2 or 2.3.
Upon receipt of the Setup Fee and completion of Elev8ed's onboarding intake process, Elev8ed will begin configuring Client's infrastructure. Elev8ed targets a 30-day setup window from intake completion, though actual timelines depend on Client's responsiveness, POS configuration, and third-party platform access provisioning. Elev8ed will not publicly commit to a go-live date shorter than 30 days.
Client agrees to promptly provide Elev8ed with authorized access to: Client's Google Business Profile account; Client's Yelp for Business account; Client's Square (or applicable POS) account with catalog and webhook access; Client's designated domain DNS records (for subdomain or CNAME configuration as needed); and any other platform accounts required to deliver the Services. Delays in access provisioning do not extend Service delivery deadlines attributable to Elev8ed.
Client represents and warrants that Client has full authority to grant Elev8ed the platform access described in Section 3.2, and that doing so does not violate any third-party terms of service to which Client is subject.
Citation monitoring, AI platform recommendations, and promotional campaign performance metrics do not apply during the setup period. Baseline measurement commences as agreed in the Order Form following go-live confirmation.
Client will pay the one-time Setup Fee as specified in the Order Form prior to or upon execution of this Agreement. The Setup Fee is non-refundable once Elev8ed has commenced onboarding activities, regardless of whether Client subsequently cancels or is terminated during the setup period.
Monthly Retainer payments are charged automatically via Stripe to Client's payment method on file. The first Monthly Retainer billing period commences on Day 31 following the Effective Date (a 30-day complimentary trial period applies). Thereafter, billing recurs monthly on the same calendar date. Elev8ed will provide at least 30 days' advance written notice of any Monthly Retainer price increase.
A 5% Online Order Support Fee is applied at checkout to each order placed through Client's Elev8ed-powered ordering page. This fee is charged to and collected from the ordering guest — not from Client. The fee covers platform fulfillment, delivery coordination infrastructure, payment processing overhead, and customer service support for the ordering experience.
Client is responsible for ensuring that the 5% Online Order Support Fee is disclosed to guests prior to checkout in compliance with applicable state law, including California SB 478 (see Section 15). Elev8ed will configure the checkout fee display; Client must review and approve the fee disclosure presentation prior to go-live.
If a scheduled payment fails, Elev8ed will retry the charge on days 3, 5, and 7 following the original billing date. If payment is not received by day 10, Elev8ed may suspend Services (excluding delivery of content already scheduled) without penalty. Service suspension does not excuse Client's payment obligations. Accounts outstanding for more than 30 days are subject to a 1.5% monthly late fee. Elev8ed reserves the right to terminate this Agreement for non-payment following 15 days' written notice.
As part of the Services, Elev8ed sends outbound SMS and MMS messages to Client's opted-in guests on Client's behalf using Application-to-Person (A2P) 10-digit long code (10DLC) messaging infrastructure registered with The Campaign Registry (TCR) and applicable wireless carriers.
A2P registration and messaging are subject to the following disclosures:
Client is responsible for all applicable sales, use, and excise taxes on the Services. If Elev8ed is required by law to collect and remit taxes on Client's behalf, such amounts will appear as a separate line item on Client's invoice.
If Client has selected the AI Dominance Tier, Elev8ed grants Client exclusivity within Client's designated Market (geographic area + cuisine category combination) as stated in the Order Form. During the Term and provided Client is not in material breach or default, Elev8ed will not onboard a direct competitor operating in the same cuisine category within the same geographic market to the AI Dominance Tier.
Exclusivity applies to Elev8ed's AI Dominance Tier only. Elev8ed may onboard any restaurant in Client's market to the Zero Commission Tier regardless of cuisine category. Elev8ed may also onboard restaurants in adjacent cuisine categories (as determined by Elev8ed in good faith) or in geographically non-overlapping sub-markets within the same metropolitan area.
Client's exclusivity rights terminate upon: (a) expiration or termination of this Agreement for any reason; (b) Client's failure to maintain continuous payment of the Monthly Retainer; or (c) Client's material breach that remains uncured following the applicable cure period in Section 9.3. There is no cure period for exclusivity termination upon Agreement termination or payment default.
Zero Commission Tier clients receive no market exclusivity. Elev8ed may onboard any number of restaurants in any market and cuisine category under the Zero Commission Tier.
Elev8ed retains all right, title, and interest in and to the Elev8ed Infrastructure, including without limitation: proprietary automation workflows, AI prompt architecture, citation monitoring methodology, reporting frameworks, query intelligence databases, snapshot configurations, system templates, and all underlying software. Nothing in this Agreement constitutes a transfer or assignment of Elev8ed IP to Client.
Client retains all right, title, and interest in and to: Client's brand assets (logos, trade names, trade dress), Client's menu content, Client's customer data, Client's POS transaction history, Client's review content posted by Client's guests, and Client's existing domain and social media accounts.
Delivered Content (answer pages, schema markup, platform profiles, LLMs.txt files, and similar content) deployed to Client's domain or Client-controlled accounts during the Term is owned by Client as of the date of deployment. Elev8ed retains ownership of the underlying methodology, templates, and frameworks used to produce such Delivered Content. Client's ownership of Delivered Content survives termination of this Agreement; however, Elev8ed's obligation to maintain, update, or expand Delivered Content ceases upon termination.
Client grants Elev8ed a non-exclusive, royalty-free license to use Client's name, logos, menu content, and brand assets solely for the purpose of performing the Services during the Term. This license terminates automatically upon termination of this Agreement. Elev8ed will not use Client's brand assets in marketing materials, case studies, or client lists without Client's prior written consent, except that Elev8ed may reference Client as a client in general terms (e.g., "independent restaurants in Southern California") without identifying Client by name.
Photography, video content, and written materials created by Elev8ed's food creator partner during on-site visits are owned by Client upon delivery. Elev8ed's creator partner retains the right to display such content in her portfolio with Client's prior written consent. Elev8ed's creator partner is an independent contractor; Elev8ed is not responsible for ensuring content meets any specific editorial standard beyond the scope of the Services.
Content created by Elev8ed's food creator partner is produced as part of a compensated partnership. All such content complies with FTC Endorsement Guidelines, including material relationship disclosure. Client acknowledges that content produced under this Agreement represents a paid partnership and agrees not to represent such content as independently generated without Elev8ed's involvement.
Client will respond to Elev8ed onboarding requests, access provisioning requests, and approval requests within 3 business days. Material delays caused by Client's non-responsiveness will not be deemed failures by Elev8ed to deliver Services.
Client represents that all information provided to Elev8ed — including menu items, pricing, hours, dietary attributes, contact information, and ownership details — is accurate and complete. Client is responsible for promptly notifying Elev8ed of material changes to menu, hours, pricing, or operational status.
For the Monthly Revenue Strategy and Quarterly Menu Intelligence deliverables, Client agrees to provide Elev8ed with a monthly sales export from Client's POS system. This export is typically a 2-minute download from Client's POS dashboard and represents Client's only required operational task under this Agreement.
Client represents and warrants that Client operates a lawful food service business with all required licenses, permits, and certifications for Client's jurisdiction, including applicable health department permits and liquor licenses (if applicable). Elev8ed has no obligation to verify Client's licensing status and bears no liability for Client's failure to maintain required operating permits.
Client will not use the Services, Elev8ed-hosted infrastructure, or Elev8ed-managed communication channels to: send unsolicited commercial messages to individuals who have not opted in; make false or misleading claims about Client's food, pricing, hours, or accolades; violate applicable consumer protection, food safety, or advertising laws; or engage in any activity that exposes Elev8ed to legal, regulatory, or reputational harm.
Each party ("Receiving Party") agrees to hold in confidence and not disclose to any third party the Confidential Information of the other party ("Disclosing Party"), using at least the same degree of care the Receiving Party uses to protect its own confidential information, but in no event less than reasonable care.
"Confidential Information" means any non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including: Elev8ed's system architecture, workflow configurations, pricing methodology, client list, and sales playbook; and Client's customer data, transaction records, financial performance metrics, and business strategy.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach by Receiving Party; (b) was rightfully known to Receiving Party prior to disclosure; (c) is independently developed by Receiving Party without use of Confidential Information; or (d) must be disclosed pursuant to law, regulation, or valid court order, provided Receiving Party provides prompt written notice to Disclosing Party (where permitted) and cooperates in seeking protective relief.
Confidentiality obligations survive termination of this Agreement for a period of three (3) years. Obligations with respect to Client Data and trade secrets survive indefinitely.
This Agreement commences on the Effective Date and continues for an initial term of six (6) months ("Initial Term"). Following the Initial Term, this Agreement automatically renews on a month-to-month basis unless earlier terminated pursuant to this Section 9.
Client may terminate this Agreement at the conclusion of the Initial Term by providing written notice to Elev8ed at least 30 days prior to the scheduled renewal date. Early termination during the Initial Term is governed by Section 9.5.
Either party may terminate this Agreement for material breach upon 15 days' written notice if the breaching party fails to cure the breach within that period. Elev8ed may terminate immediately and without notice for: non-payment outstanding more than 30 days; Client's material misrepresentation; or Client's use of the Services in violation of applicable law.
Following expiration of the Initial Term, either party may terminate this Agreement for any reason or no reason ("Termination for Convenience") by providing the other party with written notice no less than 30 days prior to the desired termination date. During the 30-day notice period, Services will continue and the Monthly Retainer for that final period remains due and payable. Termination for Convenience is not available during the Initial Term; Section 9.5 governs early exit during the Initial Term.
If Client terminates this Agreement prior to the expiration of the Initial Term for any reason other than Elev8ed's uncured material breach, Client will remain responsible for all Monthly Retainer payments through the end of the Initial Term. Elev8ed will continue to provide Services through the paid period unless earlier terminated for cause. The Setup Fee is non-refundable in all circumstances.
Upon termination of this Agreement for any reason:
Upon termination, the following Services cease on the termination date:
Elev8ed will provide Client with a one-time data export of aggregated reporting metrics upon request within 30 days of termination. Citation monitoring raw data, W29 historical records, and Yelp intelligence data remain with Elev8ed.
Clients enrolled in the AI Dominance Tier may not downgrade to the Zero Commission Tier during the Term. An AID client wishing to reduce their service commitment must terminate this Agreement and, if applicable, execute a new agreement at the Zero Commission Tier following completion of any notice period.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT — WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY — WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY CLIENT TO ELEV8ED IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO THE CLAIM; OR (B) ONE THOUSAND DOLLARS ($1,000). THIS LIMITATION APPLIES TO ALL CLAIMS IN THE AGGREGATE, NOT PER INCIDENT.
The parties acknowledge that the limitations set forth in this Section 10 are an essential element of the basis of the bargain between the parties, without which Elev8ed would not have entered into this Agreement.
Elev8ed does not guarantee any specific business outcome, including but not limited to: revenue increases, delivery commission savings, Google or AI platform rankings, citation frequency on any AI platform, review volume, review ratings, or guest acquisition results. All projections, benchmarks, and estimates provided by Elev8ed are illustrative only and do not constitute performance commitments.
Client agrees to indemnify, defend, and hold harmless Elev8ed and its members, managers, employees, agents, and contractors from and against any claims, damages, losses, costs, and reasonable attorneys' fees arising from: (a) Client's breach of this Agreement; (b) Client's violation of applicable law; (c) Client's infringement of any third-party intellectual property right; (d) Client's supply of false, misleading, or unlicensed menu data, brand assets, or customer contact information; or (e) any claim that Client's restaurant operations (food safety, licensing, employment) gave rise to harm.
Elev8ed agrees to indemnify, defend, and hold harmless Client and its owners, employees, and agents from and against any claims, damages, losses, costs, and reasonable attorneys' fees arising from Elev8ed's: (a) gross negligence or willful misconduct in performing the Services; or (b) infringement of any third-party intellectual property right through Elev8ed Infrastructure (excluding Client-supplied content).
The indemnified party will: (a) promptly notify the indemnifying party of any claim for which indemnification is sought; (b) grant the indemnifying party control over the defense and settlement of the claim (provided no settlement imposes obligations on the indemnified party without its prior written consent); and (c) provide reasonable cooperation at the indemnifying party's expense.
Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) this Agreement has been duly authorized by all necessary action; and (c) the execution and performance of this Agreement do not conflict with any other agreement to which it is a party.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 12.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ELEV8ED MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ELEV8ED DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY SPECIFIC RESULT WILL BE ACHIEVED.
Elev8ed's Services depend in part on third-party platforms (Google, Yelp, Square, DoorDash, Uber Direct, ChatGPT, Perplexity, and others). Elev8ed is not responsible for changes to third-party platform policies, APIs, or algorithms that affect the Services. Elev8ed will use commercially reasonable efforts to adapt the Services to material third-party platform changes.
This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
This Agreement is governed by the laws of the State of California. Nothing in this Agreement limits any rights that California residents have under California law, including but not limited to rights under the California Consumer Privacy Act (CCPA/CPRA), California SB 478 (service fee disclosure), and California's Automatic Renewal Law (ARL).
Before initiating formal dispute resolution, the parties agree to attempt in good faith to resolve any dispute through direct negotiation between representatives with authority to settle. The party initiating a dispute will provide written notice describing the nature of the dispute and the relief sought. The parties will negotiate for at least 30 days before either may initiate arbitration.
Any dispute, claim, or controversy arising out of or relating to this Agreement, including its formation, validity, breach, or termination, that is not resolved through informal negotiation will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator. The arbitration will be conducted in English. The arbitrator's award may be entered in any court of competent jurisdiction.
The seat of arbitration shall be Los Angeles, California, unless the parties mutually agree in writing to an alternative seat. Proceedings may be conducted remotely by agreement of the parties.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOTH PARTIES WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES.
Notwithstanding Section 13.3, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration, without waiving the right to arbitrate the underlying dispute.
This Agreement, together with the Order Form, the Data Processing Agreement, the Tier Offer Schedule, and any executed addenda (collectively, the "Agreement Documents"), constitutes the entire agreement between the parties with respect to the Services and supersedes all prior negotiations, proposals, representations, and agreements, oral or written. In the event of conflict among Agreement Documents, the Order Form governs as to Client-specific commercial terms; this Agreement governs as to all other matters.
Elev8ed may update this Agreement with 30 days' written notice to Client. Client's continued use of the Services after the effective date of any update constitutes acceptance of the updated terms. If Client objects to a material update, Client may terminate this Agreement in accordance with Section 9.4 without early termination penalty solely with respect to that update, provided Client gives notice within 14 days of receiving the update notification.
Notices required or permitted under this Agreement will be in writing and sent by: (a) email with confirmation of delivery to the email addresses stated in the Order Form (effective upon confirmed delivery); or (b) certified U.S. mail to the addresses stated in the Order Form (effective upon receipt). Client's primary post-signing communication channel is Slack (as configured during onboarding); however, formal legal notices under this Agreement must be sent by email or mail as described above.
Client may not assign this Agreement or any of its rights or obligations hereunder without Elev8ed's prior written consent. Elev8ed may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets upon written notice to Client. Any purported assignment in violation of this section is void.
The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, franchise, or agency relationship between the parties.
Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, telecommunications failures, or third-party platform outages. The affected party will provide prompt notice and use commercially reasonable efforts to resume performance.
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect. The parties agree to negotiate in good faith a valid replacement provision that most nearly reflects the original intent.
No failure or delay by either party to exercise any right or remedy will operate as a waiver of that right or remedy. No waiver is effective unless in writing and signed by an authorized representative of the waiving party.
Sections 6 (Intellectual Property), 8 (Confidentiality), 10 (Limitation of Liability), 11 (Indemnification), 13 (Dispute Resolution), and all payment obligations accrued prior to termination survive expiration or termination of this Agreement.
This Agreement may be executed in counterparts, each of which constitutes an original. Electronic signatures (including those executed through DocuSign, Pandadoc, GHL Documents & Contracts, or similar platforms) are deemed original signatures and are fully binding.
This Section 15 applies exclusively to Clients whose primary place of business is located in the State of California. In the event of conflict between this Section 15 and any other provision of this Agreement, this Section 15 controls with respect to California clients.
15.1 — SB 478 (TERA) Service Fee Disclosure
California Senate Bill 478 (Transparency and Restaurant Accountability Act) prohibits "drip pricing" and requires that all fees charged to consumers be disclosed in the advertised or listed price, or be clearly and conspicuously disclosed before the consumer initiates the order. Elev8ed acknowledges its obligations with respect to the 5% Online Order Support Fee applicable to California consumers as follows:
Client's obligation: Prior to go-live, California clients must review and sign Elev8ed's California Fee Disclosure Acknowledgment Form confirming that Client has reviewed the SB 478 fee presentation on Client's ordering page and finds it compliant. Go-live for California clients is contingent on receipt of this acknowledgment.
15.2 — California Automatic Renewal Law (ARL)
Pursuant to California Business and Professions Code §17600 et seq.: The Monthly Retainer renews automatically on a month-to-month basis following the Initial Term unless cancelled by Client with 30 days' written notice prior to the applicable renewal date. Cancellation rights and instructions are described in Section 9.4. Current Monthly Retainer amounts are stated in the Order Form. To cancel, Client must contact Elev8ed in writing at the email address stated in the Order Form or via Slack in Client's dedicated channel with the subject line "CANCELLATION REQUEST."
15.3 — CCPA/CPRA Notice at Collection
Elev8ed collects personal information (including contact information, transaction data, and guest-level behavioral data) in the course of performing the Services. Elev8ed's collection and use of personal information for California consumers is governed by the Data Processing Agreement attached hereto and Elev8ed's Privacy Policy available at elev8edmediahub.com/privacy. California consumers have rights under CCPA/CPRA as described in the Data Processing Agreement, Section D9.
15.4 — Worker Classification — Content Creator
Elev8ed's food creator partner is engaged as an independent contractor. Client acknowledges that Elev8ed has made its determination with respect to California's AB 5 worker classification test and that this determination is subject to change based on applicable law and the nature of the working arrangement. This representation does not constitute legal advice; Client is encouraged to consult independent counsel regarding any employment classification question.
By executing this Agreement (including via electronic signature through GHL Documents & Contracts or equivalent platform), each party represents that the individual signing has authority to bind the party to this Agreement.
This Data Processing Agreement ("DPA") is incorporated into and forms part of the Restaurant Client Agreement between Elev8ed Media Hub LLC ("Processor" or "Elev8ed") and Client ("Controller"). Terms not defined herein have the meanings given in the Client Agreement. This DPA is effective as of the same Effective Date as the Client Agreement.
For the purposes of this DPA and applicable data protection law, Client is the Controller of personal data processed in connection with Client's restaurant operations, and Elev8ed is a Processor processing personal data on Client's behalf solely to perform the Services. Where Elev8ed independently determines the purposes and means of processing (e.g., aggregate platform analytics), Elev8ed acts as an independent Controller for that processing.
Elev8ed will process personal data only on Controller's documented instructions, including as set forth in this DPA, the Client Agreement, and the Order Form. If Elev8ed is required by applicable law to process personal data for another purpose, Elev8ed will inform Controller of that requirement (unless prohibited by law) before processing.
This DPA applies to the processing of personal data of: (a) Client's restaurant guests, including their contact information, ordering behavior, and promotional program engagement; (b) Client's business contacts; and (c) any other natural persons whose personal data is processed by Elev8ed in connection with the Services.
| Contact Information | Guest name, phone number, email address (where provided via opt-in) |
| Transaction Data | Order details, items purchased, order value, delivery address, payment method type (not full card number) |
| Attribution Data | UTM source/medium/campaign parameters captured via cookie at checkout; originating platform (Google, AI platform, social, direct) |
| Behavioral Data | Visit frequency, reorder patterns, average order value, last-visit date (aggregated per guest) |
| SMS Consent Records | Opt-in timestamp, opt-in source, opt-out timestamp, message delivery logs (no message content retained beyond 90 days) |
| Review Content | Publicly-posted review text and star ratings from Google, Yelp, and other platforms |
| Client Representative Data | Name, email, phone, and title of Client's authorized contacts for account management purposes |
Elev8ed does not intentionally collect sensitive personal data (as defined under applicable law, including health information, financial account numbers, government IDs, or biometric data) from restaurant guests. Client agrees not to submit sensitive data to Elev8ed-managed systems without prior written agreement and appropriate safeguards.
Elev8ed will ensure that all personnel with access to personal data are subject to appropriate confidentiality obligations. Access to personal data is limited to personnel who need it to perform the Services.
Elev8ed will assist Controller in responding to data subject rights requests and in meeting Controller's obligations under applicable data protection law, taking into account the nature of processing and the information available to Elev8ed.
Elev8ed does not sell, rent, or trade Controller's personal data or Client guest data to third parties for the third party's own marketing or commercial purposes. Elev8ed may share data with Sub-Processors as described in Section D5 for the purpose of delivering the Services.
Elev8ed will process only the personal data necessary to perform the Services and will not process data for purposes incompatible with those stated in this DPA.
Elev8ed implements and maintains appropriate technical and organizational security measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, including:
Elev8ed will conduct periodic reviews of its security practices and update measures as reasonably necessary to maintain an appropriate level of security relative to the risks of processing.
Controller authorizes Elev8ed to engage the following categories of Sub-Processors in connection with the Services:
| Cloud Database | Supabase (PostgreSQL database hosting; multi-tenant with row-level security isolation) |
| CRM & Automation | GoHighLevel (GHL) — contact management, SMS/email delivery, workflow automation, document management |
| Payment Processing | Stripe (setup fee and Monthly Retainer billing; no guest payment card data passes to Elev8ed) |
| POS Integration | Square (menu sync, order webhook integration) |
| Delivery Dispatch | Uber Direct (primary) and DoorDash Drive (secondary; where available) — delivery address and order data transmitted for fulfillment |
| Automation Engine | n8n (workflow automation; processes order and attribution data) |
| AI Processing | Anthropic (Claude API — review response generation, report narrative; processed data is pre-validated, no raw PII transmitted) |
| SMS Infrastructure | Twilio or GHL-integrated carrier (A2P 10DLC message delivery; consent records maintained) |
| Version Control | GitHub (stores workflow code, schema files, and configuration — no guest personal data committed to GitHub) |
Elev8ed will provide Controller with at least 30 days' advance notice of any material change to its Sub-Processor list (addition or replacement of Sub-Processors that process personal data). Controller may object to a new Sub-Processor within 14 days of notice if it has reasonable grounds relating to data protection. In the event of an unresolvable objection, either party may terminate the Client Agreement without early termination penalty with respect to that change only.
Elev8ed imposes data protection obligations on all Sub-Processors by contract that are no less protective than those imposed on Elev8ed under this DPA. Elev8ed remains liable to Controller for any breach of this DPA caused by a Sub-Processor's acts or omissions.
If Elev8ed receives a request from a data subject (including a restaurant guest) exercising data protection rights (access, correction, deletion, portability, or opt-out) that is clearly directed at Controller's processing, Elev8ed will promptly forward that request to Controller. Elev8ed will not respond to such requests on Controller's behalf without Controller's prior written authorization.
Elev8ed will provide reasonable technical assistance to Controller in fulfilling data subject rights requests, including by providing access to relevant data stored in Elev8ed-managed systems, within 10 business days of a written request from Controller.
All SMS programs operated by Elev8ed on Controller's behalf honor opt-out (STOP) requests within the timeframe required by TCPA and CTIA guidelines. Opt-out records are retained for a minimum of five (5) years to demonstrate compliance. Opted-out numbers are suppressed from all future A2P campaigns under Controller's account.
In the event Elev8ed becomes aware of a confirmed personal data breach affecting Controller's personal data, Elev8ed will notify Controller without undue delay, and in any event within 72 hours of becoming aware of the breach (to the extent feasible). Notification will be provided to Controller's designated email contact on file.
Elev8ed's breach notification will include (to the extent then known): the nature of the breach; the approximate number of data subjects and records affected; the categories of personal data involved; the likely consequences; and the measures taken or proposed to address the breach and mitigate its effects.
Elev8ed will cooperate with Controller in investigating the breach and in meeting any applicable breach notification obligations to regulatory authorities and affected data subjects. The cost of notification to affected data subjects will be apportioned between the parties based on the cause and degree of fault.
Elev8ed retains personal data for the duration of the Client Agreement and as long as necessary to perform the Services, comply with legal obligations, resolve disputes, and enforce Elev8ed's agreements.
Upon termination of the Client Agreement, Elev8ed will, within 60 days of a written deletion request from Controller:
Elev8ed is not obligated to delete data from backup systems on a specific schedule; backup data is overwritten in the ordinary course within 90 days.
Citation monitoring data (W29 historical records), Yelp intelligence data (W31), and aggregate AI platform performance benchmarks are Elev8ed's proprietary operational data and are not subject to Client deletion requests. These datasets do not contain identifiable guest personal data.
This Section D9 applies to personal information (as defined under CCPA/CPRA) of California consumers processed by Elev8ed in connection with the Services. Elev8ed acts as a Service Provider under CCPA/CPRA with respect to California consumer personal information processed on Client's behalf.
D9.1 — Service Provider Restrictions
Elev8ed will not: sell California consumer personal information; share California consumer personal information for cross-context behavioral advertising; retain, use, or disclose California consumer personal information for any purpose other than providing the Services specified in the Client Agreement; or combine California consumer personal information received from Client with personal information received from other sources, except as permitted by CCPA/CPRA.
D9.2 — California Consumer Rights Assistance
California consumers have the right to: (a) know what personal information is collected, used, disclosed, or sold; (b) delete personal information; (c) correct inaccurate personal information; (d) opt out of the sale or sharing of personal information; and (e) non-discrimination for exercising their rights. Elev8ed will assist Client in responding to verifiable California consumer rights requests within the timeframes required by CCPA/CPRA (generally 45 days, with one 45-day extension upon notice).
D9.3 — No Sale or Sharing
Elev8ed confirms that it does not sell or share California consumer personal information as those terms are defined under CCPA/CPRA.
D9.4 — Sensitive Personal Information
Elev8ed does not use or disclose California consumers' sensitive personal information for purposes other than those permitted under CCPA/CPRA regulations, and does not collect sensitive personal information except as described in Section D2.3 of this DPA.
D9.5 — Governing Law for California Consumer Data
This Agreement is governed by the laws of the State of California. The processing of California consumer personal information under this DPA is subject to CCPA/CPRA and all other applicable California privacy laws, and nothing in this DPA or the Client Agreement limits the rights of California consumers under those laws.
This Data Processing Agreement is incorporated into and governed by the Restaurant Client Agreement. By executing the Restaurant Client Agreement, both parties are deemed to have executed this DPA as of the same Effective Date. No separate signature is required unless Controller requests a standalone DPA for its compliance records.
These documents are issued by Elev8ed Media Hub LLC. Elev8ed Media Hub LLC does not provide legal, tax, or accounting advice. Nothing in this Agreement constitutes legal, financial, or investment advice. Restaurant operators retain the right to seek independent professional guidance regarding their rights and obligations under this Agreement.