Marketing AI Service Terms

1. The Agreement and the Order Form

1.1 The Services. Belan will provide the Customer with access to the Belan Marketing AI platform, described in Exhibit A, including a dedicated marketing phone number, game-based and promotional text-message campaigns, branded coupon, sign-up and referral pages, point-of-sale integration where available, customer history and revenue reporting, onboarding, and support (together, the “Services”).

1.2 The Order Form. The Order Form is the document the Customer signs. It identifies the Customer, the restaurant location or locations covered, the Monthly Fee, the Initial Term and any promotion. By signing the Order Form the Customer accepts these terms and commits to the Services for the whole Initial Term.

1.3 Order of precedence. If the Order Form, the body of these terms and an Exhibit conflict, the Order Form controls, then the body, then the Exhibits.

1.4 Definitions. “Belan” means Yusra Institute LLC d/b/a Belan AI. “Contacts” means the phone numbers and related details the Customer adds to the Services. “Customer Data” means Contacts, campaign settings, order data pulled from the Customer’s point of sale, and anything else the Customer or its customers put into the Services. “Consent Records” means the evidence Belan keeps that a Contact agreed to receive texts (source, timestamp, IP address, message log, and similar). “Service Start Date” means the date Belan provisions the Customer’s marketing phone number, which Belan will confirm in writing.

2. Term and Minimum Commitment

2.1 Initial Term. The Agreement starts on the date the last party signs the Order Form and continues for the Initial Term stated on the Order Form, measured from the Service Start Date.

2.2 Renewal. After the Initial Term, the Agreement renews automatically month to month. Either party may cancel a renewal period by giving the other at least 30 days’ written notice. Cancellation takes effect at the end of the monthly billing period in which the 30 days expire.

2.3 Minimum commitment. The Customer commits to pay the Monthly Fee for every location on the Order Form for the whole Initial Term. This commitment is the basis on which Belan provisions the number, registers it with carriers and onboards the Customer. Section 12.3 explains what happens if the Customer ends the Agreement early.

3. Fees and Payment

3.1 Monthly Fee. The Customer will pay the Monthly Fee shown on the Order Form for each restaurant location covered. The first Monthly Fee is charged on the Service Start Date and each following fee on the same day of each month.

3.2 Message allowance. Each location includes the number of message segments per month shown in Exhibit B. Segments above the allowance are billed in arrears at the overage rate. Belan shows an estimated message count before every campaign send, and the Customer controls how many Contacts receive each send. Inbound messages from Contacts are never charged.

3.3 Optional services. Add-ons such as the branded RCS sender are billed as shown in Exhibit B or the relevant addendum. Carrier registration fees are paid to third parties and are non-refundable once submitted.

3.4 Payment method. The Customer authorizes Belan to charge the payment method on file on each due date. If a charge fails, Belan will retry and notify the Customer, and may suspend the Services under Section 12.4 until the charge succeeds.

3.5 Taxes. Fees exclude sales and similar taxes. The Customer pays any taxes that apply, other than taxes on Belan’s income.

3.6 Price changes. Belan will not raise the Monthly Fee during the Initial Term. Afterwards Belan may change fees with at least 30 days’ written notice; the Customer may cancel under Section 2.2 before the change takes effect.

3.7 Refunds. Fees are non-refundable except where the Agreement says otherwise.

4. What the Customer Must Do

4.1 Consent for every Contact. The Customer will only add Contacts who have given prior express written consent to receive marketing text messages from the Customer, in the form required by the Telephone Consumer Protection Act, the CTIA Messaging Principles, carrier rules and any applicable state law. When importing Contacts, the Customer will confirm this in the Services, and that confirmation is recorded against every imported Contact. Contacts collected through Belan’s sign-up, referral and reply flows are documented by Belan.

4.2 No purchased or scraped lists. The Customer will not add Contacts obtained from purchased lists, third-party marketplaces, delivery apps, or any source that did not involve the Contact agreeing to hear from the Customer by text.

4.3 Lawful offers. The Customer is responsible for the legality of every prize, discount and promotion it runs, including any rules that apply to games of chance, sweepstakes, alcohol, tobacco, cannabis and age-restricted products in its state. Belan may decline to send content that it reasonably believes breaks the law or carrier rules (see Exhibit C).

4.4 Honoring offers. The Customer will honor every coupon and prize the Services issue on its behalf until the coupon’s stated expiry or, if earlier, the termination date.

4.5 Accurate information. During onboarding the Customer will provide true and complete business information for carrier registration of its phone number or RCS sender, and will keep its contact and billing details current.

4.6 Point-of-sale access. Where the Customer connects a point-of-sale system, the Customer authorizes Belan to access it as described in Exhibit D. The Customer will provide credentials only for systems it is entitled to connect.

4.7 Acceptable use. The Customer will not use the Services to send content that is unlawful, deceptive, abusive, or that falls into carrier-prohibited categories listed in Exhibit C, and will not attempt to interfere with the Services or use them for anyone other than the locations on the Order Form.

5. What Belan Will Do

5.1 Provide the Services. Belan will provide the Services described in Exhibit A with reasonable skill and care.

5.2 Handle opt-outs. Belan will process STOP, UNSUBSCRIBE and similar replies automatically on every number, honor HELP requests, and stop marketing texts to any Contact that opts out.

5.3 Keep Consent Records. Belan will keep Consent Records for every Contact and make them available to the Customer on request during the term and for the retention period in Section 8.4.

5.4 Onboarding and support. Belan will provide an onboarding session, help the Customer connect its point of sale and brand its pages, and answer support requests within one business day by email or text at the address in Exhibit A.

5.5 Security. Belan will maintain reasonable administrative, technical and physical safeguards for Customer Data, store point-of-sale credentials in an encrypted secrets store, and never display those credentials after entry.

5.6 Availability. Belan will use commercially reasonable efforts to keep the Services available at all times other than scheduled maintenance, which Belan will announce in advance where practical. Scheduled sends that fail because of an outage on Belan’s side will be re-sent or credited at the Customer’s option.

6. Messaging, Carriers and the Phone Number

6.1 Number. Belan will provision a dedicated marketing phone number for the Customer and register it with carriers under the Customer’s brand. The number is provided as part of the Services and remains Belan’s. On termination the number is released back to Belan and is not transferred to the Customer.

6.2 Carrier filtering. Mobile carriers apply their own filtering and may delay or block messages. Belan does not guarantee delivery of any particular message and is not responsible for carrier decisions, but will work with the Customer to resolve registration or filtering issues.

6.3 No unsolicited opt-in requests. Belan will not text people who have not opted in in order to ask them to opt in, unless a future written addendum, compliant with law at that time, says otherwise.

7. Intellectual Property and Branding

7.1 Belan's platform. Belan owns the Services, the software, the game catalog, the message templates, and all improvements. The Customer receives a non-exclusive, non-transferable right to use the Services during the term for its locations on the Order Form.

7.2 Customer's brand. The Customer owns its name, logo, photos and menu content and grants Belan a license to use them to run the Services on the Customer’s behalf, including on coupon, sign-up and referral pages and in link previews.

7.3 Reference customer. Belan may name the Customer as a customer and use its logo in Belan’s marketing materials unless the Customer opts out by email at any time.

7.4 Feedback. Suggestions the Customer gives about the Services may be used by Belan without obligation.

8. Customer Data and Privacy

8.1 Ownership. The Customer owns Customer Data. Belan processes it only to provide, secure and improve the Services and as the Agreement allows.

8.2 Aggregated data. Belan may use data that does not identify the Customer or any individual (for example, response rates by game type) to improve and promote the Services.

8.3 Export. During the term and for 30 days afterwards, the Customer may export its Contacts and Consent Records from the Services or by request.

8.4 Retention and deletion. After the export window, Belan will delete Customer Data within 60 days, except that Belan will retain Consent Records, opt-out records and message logs for four (4) years after the relevant message, as evidence of compliance, and may retain backups on their normal deletion cycle.

8.5 Privacy law. Each party will comply with privacy laws that apply to it. Belan’s Privacy Policy describes how Belan handles personal information of the Customer’s customers.

9. Confidentiality

Each party will keep the other’s non-public business information confidential, use it only for the Agreement, and protect it with at least reasonable care, for the term and three years afterwards. This does not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or required to be disclosed by law (with prompt notice where allowed). Pricing on the Order Form is Belan’s confidential information.

10. Warranties and Disclaimers

10.1 Mutual. Each party warrants that it has the authority to enter into the Agreement and that doing so does not breach any other agreement it has.

10.2 Customer. The Customer warrants that its Contacts, offers and content comply with Section 4.

10.3 Belan. Belan warrants that the Services will perform materially as described in Exhibit A. The Customer’s remedy for breach of this warranty is for Belan to fix the problem or, if Belan cannot within 30 days, for the Customer to terminate the affected Services and receive a refund of prepaid fees for the unused period.

10.4 No guarantee of results. Belan does not promise any particular number of replies, redemptions, visits or revenue. Results depend on the Customer’s offers, list, and market.

10.5 Disclaimer. Except as stated in this Section, the Services are provided “as is” and Belan disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

11. Indemnities and Limits on Liability

11.1 By the Customer. The Customer will defend and indemnify Belan against third-party claims, fines and penalties arising from (a) Contacts added without the consent required by Section 4.1 or from prohibited sources under Section 4.2, (b) unlawful offers or content under Sections 4.3 and 4.7, or (c) point-of-sale credentials the Customer was not entitled to provide.

11.2 By Belan. Belan will defend and indemnify the Customer against third-party claims that the Services, as provided by Belan and used as permitted, infringe a United States patent, copyright or trademark. Belan may modify or replace the Services to avoid infringement, or terminate the affected Services and refund prepaid unused fees.

11.3 Procedure. The indemnified party must promptly notify the other, give it control of the defense and settlement, and cooperate reasonably.

11.4 Cap. Except for the indemnities above, a party’s breach of Section 9, the Customer’s payment obligations, or a party’s willful misconduct, each party’s total liability under the Agreement is limited to the fees paid or payable by the Customer in the twelve (12) months before the event giving rise to the claim.

11.5 Excluded damages. Neither party is liable for lost profits, lost revenue, loss of data, or indirect, incidental, special or consequential damages, even if advised of their possibility, except for the exclusions in Section 11.4.

12. Suspension, Termination and Early Exit

12.1 For breach. Either party may terminate the Agreement if the other materially breaches it and does not cure within 10 days of written notice. Belan may terminate immediately on notice if the Customer breaches Section 4.1, 4.2 or 4.7, because those breaches expose Belan and its carriers to legal risk.

12.2 For insolvency. Either party may terminate if the other becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy petition filed that is not dismissed within 60 days.

12.3 Early termination by the Customer. If the Customer terminates the Agreement during the Initial Term for any reason other than Belan’s uncured material breach under Section 12.1 or Section 10.3, the Customer will pay, as a reasonable estimate of Belan’s loss and not a penalty, a flat early termination fee of $150 for each covered location, due on the termination date.

12.4 Suspension. Belan may suspend the Services, after notice where practical, if a charge for fees has failed and has not been made good, if the Customer’s use creates a legal, security or carrier-reputation risk, or if a carrier requires it. Belan will restore the Services promptly once the cause is resolved. Suspension does not pause the Initial Term or the Monthly Fee where the suspension is caused by the Customer.

12.5 What happens on termination. Campaigns stop at the termination date; coupons issued but not yet redeemed are cancelled and deleted, and the Customer has no further obligation to honor them; the number is handled under Section 6.1; data is handled under Section 8; and fees accrued to the termination date, plus any early termination fee, become due. Sections 3, 7.1, 8, 9, 10.5, 11, 12.5 and 13 survive termination.

13. General

13.1 Governing law and venue. The Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law rules. The state and federal courts in Collin County, Texas have exclusive jurisdiction, and each party submits to them. Before filing any claim other than for non-payment or injunctive relief, the parties will try in good faith for 30 days to resolve the dispute between senior representatives.

13.2 Notices. Notices must be in writing and sent by email to the addresses on the Order Form (with confirmation of receipt), or to Belan at nayeem@belan.tech. Routine service communications may be sent through the Services or by text.

13.3 Assignment. Neither party may assign the Agreement without the other’s written consent, except that either party may assign it to a successor to substantially all of its business or assets on written notice. The Agreement binds permitted successors and assigns.

13.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including carrier or network outages, provided it uses reasonable efforts to resume performance. Payment obligations are not excused.

13.5 Independent contractors. The parties are independent contractors. Nothing creates a partnership, franchise, joint venture, agency or employment relationship.

13.6 Entire agreement; changes. The signed Order Form, these terms and the Exhibits are the entire agreement about their subject and replace prior discussions. Changes must be in a writing signed by both parties, except that Belan may update Exhibit A to add features or Exhibit C to reflect changes in law or carrier rules, on notice, provided the changes do not materially reduce the Services. The version of these terms in effect on the date the Customer signs the Order Form governs that Order Form.

13.7 Waiver and severability. A party’s failure to enforce a term is not a waiver. If any term is unenforceable, it will be enforced to the maximum extent permitted and the rest of the Agreement stays in effect.

13.8 Counterparts and e-signature. The Order Form may be signed in counterparts and electronically; electronic signatures and scanned copies are as effective as originals.

Exhibit A: The Services

A.1 Platform. The Belan Marketing AI dashboard at belan.tech, including:

• A dedicated marketing phone number for each covered location, registered with carriers under the Customer’s brand.
• Game campaigns from Belan’s catalog (trivia, pick a number, roll the dice, closest guess, random draw, everyone wins) and a build-your-own game editor; promotional messages; customer groups; scheduled sends; test sends to the Customer’s own phone before launch; pause and resume.
• Automatic grading of replies and sending of winner and consolation coupons, with expiry windows the Customer sets.
• Branded coupon pages, link previews, sign-up (QR) pages and referral pages using the Customer’s logo, color and photos.
• Spreadsheet import of consented Contacts with per-import consent confirmation; QR and web sign-up with consent capture; referral bonuses.
• Point-of-sale integration where available (Clover at signature; others as Belan releases them): coupon redemption creates a discount at the register, and orders that used a coupon are matched to campaigns in the Revenue view.
• Customer view: every text, reply, game, coupon and point-of-sale order for a Contact, in order.
• Automatic handling of STOP, HELP and opt-out keywords; Consent Records.

A.2 Onboarding. One onboarding session by video call covering account setup, point-of-sale connection, branding, sign-up link, Contact import and the first campaign, plus a follow-up check-in within the first two weeks.

A.3 Support. Email nayeem@belan.tech and text support, Monday to Friday, 9 AM to 6 PM Central, with a first response within one business day. Outages affecting sends are treated as urgent at any time.

A.4 Changes. Belan may add, improve or replace features. Belan will give at least 30 days’ notice before removing a feature the Customer actively uses.

Exhibit B: Fees

A “segment” is one SMS message part of up to 160 GSM characters (or 70 characters when non-GSM characters such as some emoji are used); longer messages use multiple segments. Belan displays the estimated segment count before every send.

Exhibit C: Messaging Compliance Standards

C.1 Consent. A Contact may be texted only after giving prior express written consent to receive marketing texts from the Customer. Acceptable consent includes: the Customer’s Belan sign-up page or QR flow; a referral flow where the friend enters their own number; a written or online form that names the Customer, states that marketing texts will be sent, says message and data rates may apply and that the person can reply STOP, and is affirmatively checked or signed by the person. Acceptable proof is the form, its timestamp and, for online forms, the IP address, or the Belan Consent Record.

C.2 Not acceptable. Numbers from delivery-app orders, purchased or rented lists, scraped websites, business cards without a written opt-in, “everyone who has ever ordered,” or verbal consent without a written record.

C.3 Required message elements. The Customer’s name in the first message to a Contact and periodically thereafter; opt-out instructions at least monthly; no messages outside 8 AM to 9 PM in the Contact’s local time unless the Contact initiated the conversation. Belan’s templates include these elements; the Customer must not remove them.

C.4 Prohibited content. Content that carriers prohibit or restrict, including cannabis and CBD, illegal drugs, firearms, tobacco and vaping products, gambling, adult content, hate speech, high-risk financial offers, and anything deceptive. Alcohol may be referenced only where the Customer has age-gated its Contacts and the offer complies with state law; Belan recommends keeping prizes on food, merchandise and store credit.

C.5 Prizes and games. The Customer is responsible for ensuring that games of chance are free to enter, have clear rules, and comply with state sweepstakes and promotion law. Belan’s games never require a purchase to play.

C.6 Belan's rights. Belan may reject, hold or stop any campaign that it reasonably believes violates this Exhibit or carrier rules, and will tell the Customer why.

Exhibit D: Point-of-Sale Access Authorization

D.1 Authorization. The Customer authorizes Belan to connect to the point-of-sale account the Customer connects during onboarding, using credentials the Customer enters in the Services.

D.2 Scope (Clover). Belan requests only: Customers (read), Orders (read), Inventory (read and write, used solely to create and remove coupon discounts), and Merchant (read). Belan does not change menus or prices, does not process payments, and does not issue refunds unless a separate written addendum authorizes a specific feature.

D.3 Storage. Credentials are stored in an encrypted secrets manager, are never displayed after entry, and are deleted when the Customer disconnects the point of sale or the Agreement ends.

D.4 Test discounts. Test sends may create a temporary discount in the point of sale that is removed automatically within minutes.

D.5 Other systems. For point-of-sale systems Belan adds later, the scope will be described in the Services at the time of connection and will be no broader than reasonably needed for coupons and order matching.

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