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Last updated on: May 11, 2025

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By accessing or using the Prado API, you agree to this Prado API License and Terms of Use (“Terms”) with Function Flo Corporation DBA Prado and its affiliates (“we”, “our”, “us” or “Prado”). Please read these Terms carefully, as they are a legally binding agreement. Prado reserves the right to update and change the Terms by posting updates and changes here. If a significant change is made, we will provide reasonable notice by email, posting a notice on the Prado Website. We may update these Terms from time to time, so please check back for any changes that may impact you. In the event of any conflict or inconsistency between the Terms as defined here, your sales order form, or the Prado Terms of Service, the Terms will govern to the extent necessary to resolve any such conflict or inconsistency.

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1. Definitions

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“Application” or “App” means the software application, website, interface or any other means you use to access the Prado API using the API Credentials, including a Custom Application or a Public Application.

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“API Client” means the unique Application configuration (including API Credentials) generated through the Partner Account.

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“API Credentials” means the credentials that allow you to make authenticated requests to the Prado API.

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“Custom Application” means an Application that accesses the Prado API via an API Client and is made available to a single Merchant.

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“Customer” means any individual that visits or transacts via the Merchant Menu.

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“Customer Data” means information (including Personal Information) relating to a Customer, including order information, payment information, or account information.

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“Developer” means an individual or entity that develops, owns or operates one or more Application(s) that accesses or uses the Prado API.

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“Merchant” means an individual or business that uses the Service to sell products or services.

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“Merchant Agreement” means the agreement entered into between a Developer and the Merchant governing the Merchant’s use of the Developer’s services, including, if applicable, the installation and use of an Application.

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“Merchant Data” means information (including Personal Information) relating to a Merchant or Merchant Menu, including business, financial and product information and any Customer Data.

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“Merchant Menu” means the Merchant’s commerce presence hosted by Prado, including their online Menu and Point of Sale (POS). For clarity, a Merchant may have more than one Merchant Menu.

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“Merchant Menu Admin” means the password protected internal administration page of the Merchant Menu.

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“Personal Information” means any information relating to a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, a phone number, an email address, an identification number, location data, an online identifier, or any other information specific to that natural person.

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“Public Application” means an Application that accesses the Prado API via an API Client and that is made available to Merchants either via a URL or through the Prado App Menu, and that is not a Custom Application.

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“Private API Credentials” means the API Credentials generated through the Merchant Menu Admin that provide access via the Prado API to the specific Merchant Menu to which such credentials relate.

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“Sensitive Personal Information“ means Personal Information that can reveal health conditions, diagnoses, allergies, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, sexual orientation or sex life. Sensitive Personal Information also includes biometric data that can uniquely identify a natural person, payment information (including payment card or bank account numbers), and government identifiers that uniquely identify a natural person such as a social security number or passport number.

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“Service” means the Prado hosted commerce platform available via www.getprado.com and any associated websites, products or services offered by Prado.

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“Prado API(s)” means all software, including routines, data structures, object classes, protocols, programs, templates, libraries and interfaces, application programming interfaces (APIs), software development kits (SDKs), developer tools, technical documentation, Updates and other related materials, whether tangible or intangible, in whatever form or medium that are made available by Prado.

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“Prado Checkout“ means Prado’s checkout experience that allows Customers to enter their delivery or shipping information and payment details after adding item(s) to their cart and before placing an order. For clarity, Prado Checkout includes checkouts that occur through the Prado Checkout API.

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“Prado Related Entity/ies” means any entity that directly or indirectly controls, is controlled by, or is under common control with, Prado; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

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“Prado Trademarks” means the trademarks, logos, service marks and trade names of Prado Inc. and any Prado Related Entities, whether registered or unregistered, including the word mark Prado and the “P” and menu design.

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“Updates” means bug fixes, updates, upgrades, enhancements, modifications and new releases or versions of the Prado API.

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2. Using the Prado API

  1. Access to the Prado API.
    1. You may not use the Prado API and may not accept the Terms if (a) you are not of legal age to form a binding contract with Prado, or (b) you are a person barred from using or receiving the Prado API under the applicable laws of the United States or the country in which you are resident or from which you use the Prado API.
    2. If you are accessing or using the Prado API on behalf of an entity, you represent and warrant that you have the authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to “you” in the Terms refer to that entity).
    3. Except in the case of Private API Credentials, in order to access and use the Prado API, Developer must obtain an API Client by registering for a Merchant Account and agreeing to and complying with the terms and conditions of the Terms or Service or other written agreement with Prado relating to Developer’s access to and use of the Prado API.
    4. If you are accessing and using the Prado API by Private API Credentials, you may only do so with the express authorization of the account owner for the applicable Merchant Menu, and only for the purposes of providing your Application’s service to the Merchant to whom the Private API Credentials relate.
    5. Except as permitted herein, (A) you must keep the API Credentials and all login information for your Prado Account and Partner Account secure, (B) you may not share the API Credentials with any third party, and (C) you will not access the Prado API by any means other than the API Credentials you receive in accordance with Section 2.1.3 or 2.1.4 above. API Credentials are the exclusive property of Prado, and your access to and use of API Credentials is in Prado’s sole discretion.
    6. Access to certain APIs or SDKs may require a separate written agreement between Developer and Prado.
  2. API License. Subject to the Terms, Prado grants you a worldwide, non-exclusive, royalty-free, non-transferable, non-sublicensable, revocable and limited license to use and make calls to the Prado API solely in connection with developing, implementing and distributing your Application that interoperates or integrates with the Service, and solely in the manner described in the Terms and in the technical documentation contained in the Prado API.
  3. API Restrictions. When using the Prado API, you will (and will ensure that your employees, agents and service providers will):
    1. only use the Prado API (including SDKs) to develop and distribute Applications or content for your use or a Merchant’s use with the Services;
    2. restrict disclosure of the API Credentials, or any part thereof, to your agents, employees, or services providers, who must require access to use, maintain, implement, correct or update your Application in accordance with the Terms, and who are subject to confidentiality obligations the same as or greater than those contained herein;
    3. not distribute, sell, lease, rent, lend, transfer, assign or sublicense any rights granted by the Terms to any third party;
    4. not use or access the Prado API or the Service in order to monitor the availability, performance, or functionality of the Prado API, the Service or any portion thereof or for any similar benchmarking purposes;
    5. not remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the Prado API;
    6. not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications or other properties or services of Prado or any third party. For the avoidance of doubt, interference with any Service feature used in connection with Prado Checkout without Prado's express written authorization is prohibited;
    7. not circumvent technological measures intended to prevent direct database access, or manufacture tools or products to that effect;
    8. not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Prado API, Merchant Data, any Merchant Menu, the Services, or any aspect or portion thereof, except to the extent that this restriction is expressly prohibited by applicable law;
    9. not bypass Prado API restrictions for any reason, including automating administrative functions of the Merchant Menu Admin;
    10. not, except as authorized by Prado in writing, substantially replicate products or services offered by Prado or any Prado Related Entity, including the Prado API. Subject to the preceding sentence and the parties’ other rights and obligations under the Terms (including confidentiality obligations and any restrictions on use of Merchant Data), each party agrees that the other party may develop and publish Applications that are similar to or otherwise compete with such party’s Applications;
    11. not develop Applications that excessively burden the Prado system, distribute spyware, adware or other commonly objectionable programs;
    12. not develop an Application whose primary purpose is to migrate Merchants off of Prado;
    13. not access or use the Prado API to develop or distribute the Application in any way in furtherance of criminal, fraudulent, or other unlawful activity.
    14. not request more than the minimum amount of data from a Prado API needed by your Application to provide the Merchant the intended Application functionality, or any data outside any permissions granted by the Merchant;
    15. not falsify or alter any unique identifier in, or assigned to your Application, or otherwise obscure or alter the source of queries coming from an Application;

3. Changes to the Prado API

  1. Updates. Prado reserves the right to require Developer to install or update any and all software to continue using the Prado API and the Service. You acknowledge that Prado may make Updates to the Prado API from time to time, and at its sole discretion. You must implement and use the most current version of the Prado API and make any changes to your Application that are required as a result of such Update, at your sole cost and expense. Updates may adversely affect the manner in which your Application accesses or communicates with the Prado API. Your continued access or use of the Prado API following an update or modification will constitute binding acceptance of the Update.
  2. Access and Use. We may change or discontinue the availability of some or all of the Prado API at any time for any reason with or without notice. Such changes may include removal of features, or the requirements of fees for previously free features. We may also impose limits on certain features and services or restrict your access to some or all of the Prado API. Your continued use of the Prado API following a subsequent release will be deemed your acceptance of modifications.
  3. Beta Services. From time to time, Prado may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to the public (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Prado will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Prado and subject to the confidentiality provisions in these Terms. Prado makes no representations or warranties that the Beta Services will function. Prado may discontinue the Beta Services at any time in its sole discretion. Prado will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Prado may change or not release a final or commercial version of a Beta Service in our sole discretion.

4. Proprietary Rights

  1. The Service, the Prado API, and all software, documentation, information, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites and any additional intellectual or other property used by or on behalf of Prado or Prado Related Entities or otherwise related to the Service, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and related thereto (collectively, “Prado Property”) will be and remain the sole and exclusive property of Prado. To the extent, if any, that ownership of any Prado Property does not automatically vest in Prado by virtue of the Terms, or otherwise, and vests in Developer, Developer hereby transfers and assigns to Prado, upon the creation thereof, all rights, title and interest Developer may have in and to such Prado Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
  2. As between Developer and Prado, Prado shall own all right, title and interest in any Merchant Data that Prado receives as a result of a Merchant’s installation or use of an Application, and all such Merchant Data shall be subject to the Prado Terms of Service and the Prado Privacy Policy.
  3. Prado does not acquire ownership in your Application, and by using the Prado API, you do not acquire ownership of any rights in the Prado APIs or the content that is accessed through the Prado APIs.

5. Security

  1. YOU AGREE THAT Prado MAY MONITOR USE OF THE Prado API TO ENSURE QUALITY, IMPROVE Prado PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include Prado accessing and using your Application, for example to identify security issues that could affect Prado or Merchants. You will not interfere with this monitoring. Prado may use any technical means to overcome such interference. Prado may suspend access to the Prado API by you or your Application without notice if we reasonably believe that you are in violation of the Terms.
  2. Your Application will be installed and run on your server or another server, but will not be run on Prado’s servers. Your networks, operating system and software of your web servers, routers, databases, and computer systems (collectively, “Developer System”) must be properly configured to Internet industry standards so as to securely operate your Application and protect against unauthorized access to, disclosure or use of any information you receive from Prado, including Merchant Data. If you do not completely control some aspect of the Developer System, you will use all influence that you have over the Developer System to do so. You must diligently correct any security deficiency, and disconnect immediately any known or suspected intrusions or intruder.

6. Audit

Prado shall have the right to audit, or to appoint an independent auditor under appropriate non-disclosure conditions to audit Developer’s App, systems and records to confirm Developer’s compliance with the Terms, including without limitation Developer’s compliance with Prado’s requests and requests from Merchants or Customers, as applicable, to delete Merchant Data obtained through the Prado API or otherwise through our Services. If requested, you must provide us with proof that your Application complies with these Terms.

7. Disclaimer of Warranties

The Service and the Prado API are provided “as-is”. Prado makes no warranties hereunder, and Prado expressly disclaims all warranties, express or implied, including warranties of non-infringement, merchantability and fitness for a particular purpose. Without limiting the foregoing, Prado further disclaims all representations and warranties, express or implied, that the Service or the Prado API satisfies all of your or a Merchant’s requirements or will be uninterrupted, error-free or free from harmful components.

8. Limitation of Liability

  1. Prado shall have no liability with respect to the Terms, the Prado API, the Services or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Terms, the Services or the Prado API, even if Prado has been advised of the possibility of such damages. In any event, Prado’s liability to you under the Terms for any reason will be limited to $100 USD. This limitation applies to all causes of action in the aggregate, including breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts.
  2. The relationship between a Merchant and a Developer is strictly between the Merchant and the Developer, and Prado is not obligated to intervene in any dispute arising between the Merchant and the Developer. Under no circumstances shall Prado be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Developer’s relationship with any Merchant. These limitations shall apply even if Prado has been advised of the possibility of such damages.
  3. The foregoing limitations shall apply to the fullest extent permitted by applicable law.

9. Indemnification

  1. You agree to indemnify, defend and hold harmless Prado and any Prado Related Entities and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) your breach of any representation, warranty, obligation or covenant under the Terms; (b) your gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Prado and Prado Related Entities granted by you to any Merchant or other third party; (d) your access to or use of the Prado API; (e) your breach of a Merchant Agreement; (f) any third party claim that your products or services, including any Application, infringes the intellectual property or other rights of a third party; (g) the performance, non-performance or improper performance of the your products or services, including any Application; (h) your relationship with any Merchant; and (i) a Data Breach.
  2. In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Developer with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under the Terms. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Developer shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Developer will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.
  3. In the event of any breach or threatened breach by Developer of any provision of Sections 2 (Using the Prado API), 4 (Proprietary Rights), or 5 (Security), in addition to all other rights and remedies available to Prado under the Terms and under applicable law, Prado shall have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate Developer’s rights under these Terms, (c) receive a prompt refund of any amounts paid to Developer hereunder, and (d) be indemnified for any losses, damages or liability incurred by Prado in connection with such violation, in accordance with the provisions of this Section 11.

10. Confidentiality

  1. The parties acknowledge that a party (the “Receiving Party”) may receive confidential or proprietary information relating to the other party (the “Disclosing Party”) which is either identified as confidential at the time of disclosure, or should reasonably be recognized by the Receiving Party as confidential under the circumstances, whether or not marked as confidential or proprietary (collectively, "Confidential Information"). For the avoidance of doubt, the Prado API and API Credentials are deemed to be Prado’s Confidential Information. Confidential Information shall not include any information that the Receiving Party can establish: (a) was generally available to the public (or becomes so) without the fault or negligence of the Receiving Party, (b) was known by or in the possession of the Receiving Party before receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, and without breaching any provisions of the Terms; or (d) is rightly obtained by the Receiving Party from a third party without a duty of confidentiality.
  2. A Receiving Party will use Confidential Information solely as necessary to perform its obligations under the Terms and in accordance with any other obligations in the Terms including this Section 10. A Receiving Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, but in any event no less than reasonable care, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and service providers who, in each case, must have access to such Confidential Information to perform the Receiving Party’s obligations under the Terms and who are each subject to obligations of confidentiality that are at least as stringent as those contained in the Terms or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in the Terms, provided that, if legally permitted, the Receiving Party shall give the Disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. To the extent legally permitted, the Receiving Party will consult and cooperate with the Disclosing Party to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information and will otherwise only disclose that portion of the Confidential Information that is required to be disclosed. The Receiving Party is liable for its affiliates’, employees’, service providers’ and agents’ compliance with the terms of this Section 10. Upon request, all copies and excerpts of Confidential Information will be securely erased or destroyed, except any archived copies, which will remain subject to these confidentiality provisions.

11. Termination

  1. Termination. Access to the Prado API may be terminated or suspended by Prado at any time and at Prado’s sole discretion. Without limiting the foregoing, Prado may terminate your right to use the Prado API if you breach the Terms or any documents incorporated by reference in the Terms. Termination or suspension of Developer’s access to the Prado API may negatively affect Merchants who use Developer’s Application, and Developer is responsible to ensure that all Merchants who access or use Developer’s Application are aware of this risk.
  2. Consequences of Termination. Upon termination of the Terms: (a) each party shall return to the other party, or destroy (and provide certification of such destruction), all property of the other party in its possession or control (including all Confidential Information); (b) Developer shall immediately cease displaying any Prado Trademarks on any website or otherwise; and (c) all rights granted to Developer hereunder will immediately cease, including the right of Developer to access and use the Prado API.

12. General

  1. Independent Contractors. The parties to the Terms are independent contractors. Neither party is an agent, representative or related entity of the other party. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other party. The Terms shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
  2. Non-Exclusivity. Nothing in the Terms is intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties to the Terms. The Terms shall not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under the Terms by doing so, including any confidentiality obligations.
  3. Entire Agreement. These Terms, including all guidelines and other documents linked or otherwise incorporated or referenced herein, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the parties with respect to the subject matter hereof (including any prior version of the Terms).
  4. Assignment. All the terms and provisions of the Terms shall be binding upon and inure to the benefit of the parties to the Terms and to their respective heirs, successors, permitted assigns and legal representatives. Prado shall be permitted to assign these Terms without notice to or consent from Developer. Developer shall have no right to assign or otherwise transfer the Terms, or any of its rights or obligations hereunder, to any third party without Prado’s prior written consent, to be given or withheld in Prado’s sole discretion.
  5. Applicable Laws. This shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Texas, without regard to conflict of laws principles. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this TOS, regardless of the states in which the parties do business or are incorporated.
  6. Patent Non-Assertion. Developer and its affiliates covenant not to assert patent infringement claims against Prado, Prado Related Entities, or Prado products and services including the Prado API.
  7. Competitive or Similar Materials. Prado is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Developer’s products or services, including any Application, regardless of their similarity to Developer’s products or services, provided that Prado does not use Developer’s Confidential Information in so doing.
  8. Surviving Provisions. This Section 12.8 and the following articles shall survive any termination or expiration of the Terms: Section 1 (Definitions), Section 4 (Proprietary Rights), Section 6 (Audit Rights), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality) and Section 12 (General). In addition, any provisions of the Terms that by their nature are intended to survive, will survive termination.

Function Flo Corporation DBA Prado.
1135 West 6th St. Unit 120

Austin, TX. 78703

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