Legal

Food Merchant Terms

Last updated May 10, 2025

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By signing up for a Prado Account (as defined in Section 1) or by using any Prado Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).

As used in these Terms of Service, “we”, “us”, “our” and “Prado” means Function Flo Corporation DBA Prado, and “you” means the Prado User (if registering for or using a Prado Service as an individual), or the business employing the Prado User (if registering for or using a Prado Service as a business) and any of its affiliates.

Prado provides a complete commerce platform that enables food merchants to unify their commerce activities and accept alternative forms of payment like Healthcare Spending Account (HSA) and Flexible Spending Account (FSA) debit cards, EBT and Insurance coverage. Among other features, this platform includes a range of tools for merchants to build and customize menus, sell in multiple places (including web, mobile and syndicated menu apps) other online locations (“Online Services”) and in person (“POS Services”), manage products, inventory, payments, fulfillment, shipping, business operations, marketing and advertising, and engage with existing and potential customers. Any such service or services offered by Prado are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms of Service.

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including Prado’s Privacy Policy, the Prado API License and Terms of Use (“API Terms”) before you may sign up for a Prado Account or use any Prado Service.

1Account Terms

To access and use the Services, you must register for a Prado account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. Prado may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.

You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.

You confirm that you are receiving any Services provided by Prado for the purposes of carrying on a business activity and not for any personal, household or family purpose.

You acknowledge that Prado will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to Prado and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Prado can only be authenticated if they come from your Primary Email Address.

You are responsible for keeping your password secure. Prado cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.

Technical support in respect of the Services is only provided to Prado Users. Questions about the Terms of Service should be sent to Prado Support.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Prado.

You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including to process orders outside Prado’s Checkout, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.

You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.

You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means Your Trademarks, copyright content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to Prado or its affiliates.

2Account Activation

2.1Account Owner

Subject to Section 2.1.2, the person signing up for the Service by opening an Account will be the contracting party (“Account Owner ") for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Account Owner in connection with the Service. You are responsible for ensuring that the name of the Account Owner (including the legal name of the company that owns the Menu, if applicable) is clearly visible on the Menu’s website.

If you are signing up for the Services on behalf of your employer, your employer will be the Account Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.

Your Prado Menu can only be associated with one Account Owner. A Account Owner may have multiple Prado Menus. You agree to use Prado Checkout for your Menu. “Menu” means the online Menu.

2.2Staff Accounts

Based on your Prado pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. Each Staff Account must include a full legal name and a valid email account. With Staff Accounts, the Account Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general Menu settings).

The Account Owner is responsible for: (a) ensuring its employees, agents and subcontractors, including via Staff Accounts, comply with these Terms of Service; and (b) any breach of these Terms of Service by the Account Owner’s employees, agents or subcontractors. The Account Owner acknowledges and agrees that Account Owner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Account Owner.

The Account Owner and the users under Staff Accounts are each referred to as a “Prado User”.

2.3Prado Pay

Upon completion of sign up for the Service, if you have been enrolled in Prado Payments, Prado Pay will automatically appear as a checkout option on your checkout page.

If your customers have enabled Prado Pay, customers may purchase goods and services from your Prado Menu using Prado Pay.

We use Rainforest for payment, analytics, and other business services, which collects device identifying information for fraud detection and service improvement (see their terms here: https://legal.rainforestpay.com/processingterms). By signing up for Prado Pay you accept, without exception, the terms as outlined in the link above.

3Prado Rights

The Services have a range of features and functionalities. Not all Services or features will be available to all Merchants at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.

Prado does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services violates our terms in any way.

Verbal or written abuse of any kind (including threats of abuse or retribution) of any Prado employee, member, or officer will result in immediate Account termination.

We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Prado employees and contractors may also be Prado customers or merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.

In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity.

Prado reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Menu Owner. If we are unable to reasonably determine the rightful Menu Owner, without prejudice to our other rights and remedies, Prado reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.

4Your Responsibilities

You acknowledge and agree to provide public-facing contact information, a refund policy and order fulfilment timelines on your Prado Menu.

You acknowledge and agree that the Services are not ag marketplace, and any contract of sale made through the Services is directly between you and the customer. You are the seller of record for all items you sell through the Services. You are responsible for the creation and operation of your Prado Menu, your Materials, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. You represent and warrant that your Menu, your Materials and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Prado will not be the seller or merchant or record and will have no responsibility for your Menu or items sold to customers through the Services.

You are solely responsible for the goods or services that you may sell through the Services (including description, ingredients, nutrition panel, health claims, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.

You may not use the Prado Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Delaware. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your Menu or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.

The API Terms govern your access to and use of the Prado API (as defined therein). You are solely responsible for the activity that occurs using your API Credentials (as defined in the API Terms) and for keeping your API Credentials secure.

You agree to use Prado Checkout for any sales associated with your online Menu. “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, including checkouts that occur through the Prado Checkout API.

5Payment of Fees and Taxes

You will pay the Fees applicable to your subscription to Online Service and/or POS Services (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Menu when using all payment providers other than Prado Payments (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as Prado Payments, POS Equipment, or Third Party Services (“Additional Fees"). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.

You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Prado will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method"), and Prado will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments will be in U.S. currency.

Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Prado’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Menu Owner via the Primary Email Address provided. As well, an invoice will appear on the Account page of your Menu’s administrative console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.

If we are not able to process payment of Fees using an Authorized Payment Method, we may make subsequent attempts to process payment using any Authorized Payment Method. If we are unable to successfully process payment of Fees using an Authorized Payment Method within 15 days of our initial attempt, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or your Menufront during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Prado reserves the right to terminate your Account in accordance with Section 13.

You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Prado’s products and services. To the extent that Prado charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Prado of your exemption. If you are not charged Taxes by Prado, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

For the avoidance of doubt, all sums payable by you to Prado under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Prado to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Prado will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.

You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any sale on your Prado Menu or your use of the Services. The Services are not a marketplace. Any contract of sale made through the Services is directly between you and the customer.

You must maintain an accurate location in the administrative console of your Prado Menu. If you change jurisdictions you must promptly update your location in the administrative console.

Prado does not provide refunds.

6Confidentiality

“Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, recipes, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Prado’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

7Limitation of Liability and Indemnification

You expressly understand and agree that, to the extent permitted by applicable laws, Prado and its suppliers will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).

You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Prado partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or the documents it incorporates by reference (including the AUP); (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your Customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to Federal and State consumer protection laws), or your breach of the Terms of Service.

You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.

Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

Prado does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

Prado does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.

Prado is not responsible for any of your tax obligations or liabilities related to the use of Prado’s Services.

Prado does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

8Intellectual Property and Your Materials

8.1Your Materials

We do not claim ownership of the Materials you provide to Prado; however, we do require a license to those Materials. You grant Prado a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, Menu, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favour of Prado and agree that this waiver may be invoked by anyone who obtains rights in the materials through Prado, including anyone to whom Prado may transfer or grant (including by way of license or sublicense) any rights in the Materials.

If you owned the Materials before providing them to Prado then, despite uploading them to your Prado Menu they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your Prado Menu at any time by deleting your Account. Removing your Prado Menu does not terminate any rights or licenses granted to the Materials that Prado requires to exercise any rights or perform any obligations that arose during the Term.

You agree that Prado can, at any time, review and delete any or all of the Materials submitted to the Services, although Prado is not obligated to do so.

You grant Prado a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Menu (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Prado requires the license to exercise any rights or perform any obligations that arose during the Term.

8.2Prado Intellectual Property

You agree that you may not use any trademarks, logos, or service marks of Prado, whether registered or unregistered, including but not limited to the word mark Prado, the word mark “Food as Healthcare”, the word mark Prado Pay, and the “P” and menu design mark (“Prado Trademarks”) unless you are authorized to do so by Prado in writing. You agree not to use or adopt any marks that may be considered confusing with the Prado Trademarks. You agree that any variations or misspellings of the Prado Trademarks would be considered confusing with the Prado Trademarks.

You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Prado or Prado Trademarks or that use or include any terms that may be confusing with the Prado Trademarks.

You acknowledge and agree that the Terms of Service do not give you any right to implement Prado patents.

9. Additional Services

9.1 POS Services

In addition to the terms applicable to Services generally, the following terms apply to your access and use of the POS Services. The POS Services include the Prado POS software (“POS Software’), programs, documentation, apps, tools, internet-based services and components, Prado’s POS hardware (“POS Equipment”) and any updates thereto provided to you by Prado.
Access to and use of the POS Services requires that you have an active and valid Account.
If your POS Services are enabled with Prado Payments, you cannot concurrently use any other payment processing service. The payment gateway used for your POS Services must be the same as that used for your Online Services.
You can terminate your POS Services without terminating your Account or any other Services you subscribe to, and in such case, you will continue to be billed, and will pay for, the Services (other than the terminated POS Services).
You agree to use the POS Services in accordance with all procedures that may be provided by Prado from time to time.
While the POS Services use encryption technology, and the law generally prohibits third parties from monitoring transmission, we cannot guarantee security with respect to the connection to the POS Services, and we will not be liable for any unauthorized access to or use of data transmitted via the POS Services.
POS Equipment is purchased, and not leased. Purchase of the POS Equipment is subject to the POS Equipment Agreement. Upon payment by you for the POS Equipment, and confirmation to you of shipment of the POS equipment, you will acquire ownership of and title to the hardware components of the POS Equipment, and you will be licensed to access and use all POS Software installed in the POS Equipment (and any updates thereto), on a limited, non-exclusive, revocable, non-sublicensable, non-transferable basis, solely for the purposes of using the POS Services. Returns and refunds are not available for the Chip & Swipe Reader.
The Fees for POS Services will be determined based on the number of locations at which you are using the POS Services. Locations are defined by business address and are used for associating orders with a specific business address. Locations are added through the Prado web administrative console associated with your Account. The number of locations using POS Services will also be detected by us and billed accordingly as part of your regular billing cycle. In the event of any discrepancy between the number of locations added by you through the Prado web administrative console and the number of locations detected by Prado, the number of locations detected by Prado will be deemed to be correct.

9.3 SMS Messaging

The Services allow you to send certain communications to your customers by short message service (SMS) messaging (for example, sending order confirmation notifications via SMS) (the "SMS Services’). You will only use the SMS Services in compliance with these Terms of Service, any other applicable terms, as may be amended from time to time), and the laws of the jurisdiction from which you send messages, and in which your messages are received.

9.4 Menu Design

You may establish the appearance of your Prado Menu with a design template from Prado’s design partner Vev. If you choose to use Vev, you are licensed to use it for a single Menu only.
You may modify the Theme to suit your Menu. Prado may add or modify the footer in a Theme that refers to Prado at its discretion. Prado may modify the Theme where it contains, in our sole discretion, an element that violates the Terms of Service, even if you received the Theme in that condition. Prado may modify the Theme to reflect technical changes and updates as required.
Technical support for Vev is the responsibility of the company, and Prado accepts no responsibility to provide such support. Prado may be able to help you contact Vev.
It is the responsibility of the user, and not Prado, to ensure that the installation of a new theme does not overwrite or damage the current or preexisting theme, or UI, of the user.

9.5 Prado Email

You may generate or send email from your Account using the Prado email services (the “Email Services”). In addition to the terms applicable to the Services generally (including Prado’s Privacy Policy), the following terms apply to your access and use of the Email Services:

Prado employs certain controls to scan the content of emails you deliver using the Email Services prior to delivery (“Content Scanning”). Such Content Scanning is intended to limit spam, phishing, or other malicious content that contravenes these Terms of Service (collectively, “Threats”). By using the Email Services, you explicitly grant Prado the right to employ such Content Scanning. Prado does not warrant that the Email Services will be free from Threats, and each Prado merchant is responsible for all content generated by their respective Menus.
BY GENERATING OR SENDING EMAIL THROUGH THE EMAIL SERVICES, YOU AGREE TO COMPLY WITH THE FOLLOWING REQUIREMENTS (THE “EMAIL SERVICES REQUIREMENTS”). Prado, OR ITS THIRD PARTY PROVIDERS, MAY SUSPEND OR TERMINATE YOUR ACCESS TO AND USE OF THE EMAIL SERVICES IF YOU DO NOT COMPLY WITH THE EMAIL SERVICES REQUIREMENTS.
Your use of the Email Services must comply with all applicable laws. Examples of applicable laws include laws relating to spam or unsolicited commercial email (“UCE”), privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, homeland security, gambling, child protection, and other applicable laws. It is your responsibility to know and understand the laws applicable to your use of the Email Services and the emails you generate or send through the Email Services.
Your use of the Email Services must comply with Prado’s Privacy Policy. It is your responsibility to read and understand the Privacy Policy applicable to your use of the Email Services and the emails you generate or send through the Email Services.
You will use commercially reasonable efforts not to send sensitive personal data, including information regarding an individual’s medical or health condition, race or ethnic origin, political opinions, religious or philosophical beliefs, or other sensitive data (collectively, “Sensitive Data”) through the Email Services. It is your responsibility to read and understand your obligations in relation to Sensitive Data.
Your use of the Email Services must follow all applicable guidelines established by Prado. The guidelines below are examples of practices that may violate the Email Services Requirements when generating, or sending emails through the Email Services:
1. using non-permission based email lists (i.e., lists in which each recipient has not explicitly granted permission to receive emails from you by affirmatively opting-in to receive those emails);
2. using purchased or rented email lists;
3. using third party email addresses, domain names, or mail servers without proper permission;
4. sending emails to non-specific addresses (e.g., webmaster@domain.com or info@domain.com);
5. sending emails that result in an unacceptable number of spam or UCE complaints (even if the emails themselves are not actually spam or UCE);
6. failing to include a working “unsubscribe” link in each email that allows the recipient to remove themselves from your mailing list;
7. failing to comply with any request from a recipient to be removed from your mailing list within 10 days of receipt of the request;
8. failing to include in each email a link to the then-current privacy policy applicable to that email;
9. disguising the origin or subject matter of any email or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any email;
10. failing to include in each email your valid physical mailing address or a link to that information; or
11. including “junk mail,” “chain letters,” “pyramid schemes,” incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any email that encourages a recipient to forward the Email to another recipient.

9.6 Prado App

The Prado app is a Prado application that is available to Eligible Merchants (defined below) (the “Prado App”) to engage with customers that use the Prado App (each, a “Prado App User’).
The Prado App is deemed to be a part of the Services, and all terms applicable to the Services apply. Without limiting the generality of the preceding sentence, and subject to these Terms of Service and all applicable guidelines and policies, Prado reserves the right to refuse a Merchant access to or use of all or part of the Prado App for any reason and at any time without prior notice.

9.7 Third Party Services

Prado may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use, including via the Prado App Menu, or Menu Syndication. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.

Any use by you of Third Party Services offered through the Services, or Prado’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Prado may receive a revenue share from Third Party Providers that Prado recommends to you or that you otherwise engage through your use of the Services, or Prado’s website.
We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Prado has no control over Third Party Services and will not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on Prado’s websites, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Prado. Prado does not guarantee the availability of Third Party Services and you acknowledge that Prado may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Prado is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Prado strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs.
If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Prado is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials. Google Maps is a Third Party Service that is used within the Services. Your use of the Services is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, Google Maps and Google Earth Additional Terms of Service and Google Privacy Policy as it may be amended by Google from time to time.
The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Prado is not obligated to intervene in any dispute arising between you and a Third Party Provider.
Under no circumstances will Prado be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations will apply even if Prado has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Prado partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

9.8 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 all merchants (“Beta Services”). Beta Services are not part of the Services, and 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 Prado Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Prado’s prior written consent. 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.

9.9 Prado Pixel Manager

Prado allows you to add pixels to your Prado Menu to enable you or a third party to track customer events (the “Prado Pixel Manager”). You may manage your pixels from within the user interface in the administrative console of your Prado Menu.

In addition to the terms applicable to your use of the Services generally (including these Terms of Service, Prado’s Acceptable Use Policy, and Privacy Policy), the following terms apply to your access to and use of the Prado Pixel Manager; a. You will comply with all applicable laws and obtain all necessary consents from every site visitor and customer whose events you track; b. If you provide Prado with any data collected using pixels, including names, email addresses, phone numbers, or other data that personally identifies an individual, you will obtain all necessary rights and consents prior to providing Prado with the foregoing information; c. You agree that Prado may disable any pixels that Prado identifies as malicious, in Prado’s sole discretion; and d. You will not, and will not allow any third parties to, use pixels; i. to engage in or promote any unlawful, infringing, defamatory or otherwise harmful activity; or ii. to disable, interfere with or circumvent any aspect of the Services.
Prado may collect information associated with the Prado Pixel Manager, such as how pixels are used, and how and what scripts are added. Prado may use this data to improve, maintain, protect and develop the Prado Pixel Manager.

10. Feedback and Reviews

Prado welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances will any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback”) to Prado be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Prado (whether submitted directly to Prado or posted on any Prado hosted forum or page), you waive any and all rights in the Feedback and that Prado is free to implement and use the Feedback if desired, as provided by you or as modified by Prado, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to Prado must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. Prado reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.

11. DMCA Notice and Takedown Procedure

Prado supports the protection of intellectual property and asks Prado merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a DMCA Notice to Prado’s designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we reMenu the material

12. Privacy and Data Protection

Prado is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that Prado’s collection, usage and disclosure of this personal information is governed by our Privacy Policy.
To the extent that Prado processes personal information of your customers as a “data processor” or “service provider” under certain data privacy or protection laws, including the California Consumer Privacy Act.

13. Term and Termination

The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you, as provided below (the “Term’).
You may cancel your Account and terminate the Terms of Service at any time by contacting Prado Support and then following the specific instructions indicated to you in Prado’s response.
Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.
Upon termination of the Services by either party for any reason:
1. Prado will cease providing you with the Services and you will no longer be able to access your Account;
2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
3. any outstanding balance owed to Prado for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
4. your Prado Menu will be taken offline.
If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

14. Modifications

We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address, providing notice through the Prado administrative console, or by similar means. However, Prado may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.
Prado may change the Fees for the Services from time-to-time. We will provide you with 30 days advance notice prior to any changes in Fees by sending an email to the Primary Email Account, providing notice through the Prado administrative console, or by similar means. Prado will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).

15. General Conditions

The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Prado and govern your use of the Services and your Account, superseding any prior agreements between you and Prado (including, but not limited to, any prior versions of the Terms of Service).
The failure of Prado to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.
Save for Prado and its affiliates, you or anyone accessing Prado Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.
The Terms of Service will be governed by and interpreted in accordance with the laws of Texas.
The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Prado’s Terms of Service available in another language, the most current English version of the Terms of Service will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by Prado (acting in its sole discretion) or as required by applicable law.
All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Prado will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Prado’s prior written consent, to be given or withheld in Prado’s sole discretion.
If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Sections 1 (Account Terms), 5 (Payment of Fees), 6 (Confidentiality), 7 (Limitation of Liability and Indemnification), 8.1 (Intellectual Property and Your Materials), 10 (Feedback and Reviews), 12 (Privacy and Data Protection), 13 (Cancellation and Termination), 14(1) (Modifications), and 15 (General Conditions) will survive the termination or expiration of these Terms of Service.

Function Flo Corporation DBA Prado
1135 W. 6th St. Unit 120
Austin, TX 78703

Sharing Feedback & Reporting Issues

Updated February, 11 2025
Your insights and feedback are crucial to our continuous improvement and innovation. We have established clear channels to ensure your valuable input is heard and acted upon.

You can direct your product feedback to your account’s point of contact, or directly to our support team.

How to share improvements ideas with Prado:

1. Submit features directly to Feature Base, here
2. Submit via Slack to our support team

Once we receive your feedback, our product team will review and either 1) assign it to an existing backlog feature or 2) create a new feature for consideration. Regardless of whether your feedback is added to an existing feature or a new one, you will be able to track the progress in Feature Base as well as check in on status with our team via email or slack.

Features will live either in 1) a backlog of items we aim to address in the future, or 2) our current development pipeline which should be considered our short-term roadmap

Ranked Backlog of Capabilities We Want to Build

We select items from the backlog based on their impact on the potential growth impact to all customers using the Prado platform. Backlog items with the highest perceived impact to GMV will make the top of the list. We will regularly select items from the top of the stack-ranked backlog when we have capacity in our development pipeline to pull in new work.

Short Term Roadmap

If your feedback or request is assigned to a feature that is under consideration or in progress, you will be able to see that within the Prado Quarterly Roadmap. Here, you’re able to review all in-consideration, in progress, and released features. You are also able to comment and upvote on specific features to provide additional feedback.

In addition, you will be able to review all submitted requests to our organization in ranked order here.

We value your partnership and are committed to building a product that meets your needs. Your feedback is a key part of this journey, and we appreciate your contribution to our ongoing development.

Our Dynamic Prioritization Approach

We use an agile methodology with a dynamic prioritization system that ensures we’re always working on the most valuable features:

Features are continually evaluated based on their potential impact, urgency, and the effort required to implement them.
We strive to balance quick wins with longer-term, high-impact projects.
Our prioritization is fluid: as we learn more about a feature’s complexity or potential impact, its priority may change.

Tracking Product Feedback

To keep you informed about the progress of your feedback we have implemented a transparent tracking system which allows you to see the status of all feedback you’ve provided us. Here’s how you will be able to stay updated:

Current Development Pipeline: You have access to the Prado Product Feedback View to view the short-term pipeline of development initiatives. Here, you’ll be able to comment and vote on the features that mean the most to you as well as submit new ideas. While items are in progress, the developer working on the specific items will leave updates in the Feature Base ticket.
High Interest Items: If you prefer to have high-fidelity reporting on a subset of the short-term roadmap, you can subscribe to specific items within Feature Base, simply click into an item and click on “Subscribe”, you will receive an email anytime there is an update to the feature request.
Future Candidates: We routinely add and update the features that we’re considering for the future, keeping them ranked by GMV to represent the ability of new features to drive growth for your business. By sharing insights and data with us, you help us add more context to these future capabilities, potentially changing our opinion on GMV impact, and thus their rank in the list. You can leave comments with feedback and questions directly in each Feature Base item. You can also tag liz@getprado.com for direct access to our product team.

We value your partnership and are committed to building a product that meets your needs. Your feedback is a key part of this journey, and we appreciate your contribution to our ongoing development.

Getting notified of new capabilities (and testing them)

We release new capabilities whenever possible and follow software development best practices of continuous delivery. For you this means items will be available more quickly from when our engineering team finishes working on them.

To ensure our customers are regularly updated of the new capabilities released, as well as providing sufficient time for testing we employ the following process for software delivery:

Release Notes: Release notes will be delivered via email and Slack when we deploy new items as well as in the Release Notes section of Feature Base. For items impacting merchant or customer experience we try to have these release notes accessible 1 week prior to deployment to production. For items which do not impact merchant or customer experience, you will receive release notes with, or shortly after they have been deployed to production.

Release Environment: Items which change the merchant or customer experience will be deployed to a release environment first. You will have access to your release environment site and be able to experience new features firsthand. Bug fixes and other items not impacting merchant or customer experience will be deployed to production.

Design Partnership
We recognize that our customers have valuable insights and expertise that can significantly shape our product development. To leverage this expertise, we actively engage customers in our product discovery work for upcoming roadmap items, particularly in areas where we know you have specific interests or needs.

How We May Engage You:

Discovery Workshops: We periodically host workshops focused on exploring new product ideas and features. These sessions provide a platform for you to share your experiences and needs directly with our product team.
Design Feedback: For new features and enhancements we may ask you to view designs within Figma and provide feedback. In cases like this we will share a Figma file with annotated designs and/or prototypes depending on the context of the design. You will be able to add comments to these files directly with your visual feedback on the UXUI.
Beta Programs: For new features and enhancements, we may invite you to participate in beta programs. This allows you to test and provide feedback on new functionalities before they are widely released.
Surveys and Interviews: We conduct targeted surveys and one-on-one interviews to gather detailed insights on specific product areas. Your account manager will coordinate these engagements based on your interests and expertise.
Feedback Groups: We form small feedback groups with customers who have a keen interest in particular aspects of our product. These groups provide ongoing input and collaborate closely with our product team.

Reporting Issues

Ensuring a stable and reliable environment is paramount to us. To maintain the highest quality, we have a structured process for reporting and managing bugs. This section outlines how you can report bugs and what to expect from our bug lifecycle management.

Reporting Bugs

If you encounter any issues or bugs while using our platform, please report them to our support team immediately. This can be done either by emailing support@getprado.com or by reaching out to our team on Slack and tagging @support.

When reporting a bug, please provide the following details to help us address the issue promptly:

Description: A clear and concise description of the bug.
Steps to Reproduce: Detailed steps to reproduce the issue.
Expected Behavior: What you expected to happen.
Actual Behavior: What actually happened.
Screenshots/Video: Any visual aids that can help illustrate the issue.
Environment Details: Information about the browser, operating system, and any other relevant technical details.

Bug Lifecycle Management

Our bug management process ensures that reported issues are tracked, prioritized, and resolved efficiently. Here’s an overview of the lifecycle of a bug:

Acknowledgment: Once you report a bug, you will receive an acknowledgment from our support team confirming receipt of your report. Our acknowledgement target is 30 minutes for premium support and 1 hour for customers not paying for premium support.
Initial Assessment: Our support team will conduct an initial assessment to verify and classify the bug. During this phase, they may reach out to you for additional information or clarification.
Prioritization: Verified bugs are prioritized based on a variety of details about the issue. This prioritization is dictated based on the scope, the extent at which a feature breaks, and the overall business impact of the issue in question. Critical and high-impact bugs are addressed with the utmost urgency.
1. Critical Severity: Bugs that cause system outages, data loss, direct revenue impact, or security breaches affecting all tenants
2. High Severity: Bugs that severely impact functionality for a majority of users but do not cause outages, such as major performance issues or feature failures.
3. Medium Severity: Bugs that affect a subset of users’ functionality or non-critical system components, with reasonable workarounds available.
4. Low Severity: Minor bugs that have minimal impact on the user experience and do not require immediate fixes, such as UI glitches or cosmetic issues.
Communication: Based on the severity of the issue, our support team will provide regular updates on the status of fixes.
1. Critical Severity: Engineering Response Target: Immediate (within 1 hour of identification). Prado will promptly initiate the following procedure:
  1. Assign engineering resources to diagnose and correct the error on an expedited basis.
  2. Advise of a temporary workaround or fix, if available.
  3. Update you every 2 hours on the status of remedial measures.
  4. Implement a fix as soon as possible outside of the general release schedule.
2. High Severity: Engineering Response Target: 4 hours. Prado will initiate the following procedures:
  1. Assign engineering resources to diagnose and correct the error using commercially reasonable efforts.
  2. Advise of a temporary workaround or fix, if available.
  3. Resolution Target: 72 hours.
  4. Update you on resolution of the fix.
3. Medium Severity: Prado will evaluate the issue for inclusion on a future release
  1. Advise of a temporary workaround or fix, if available.
  2. Implement a fix in a future general release.
  3. Update you on resolution of the fix.
4. Low Severity: Regular updates will not be provided. Please see Tracking Open Bugs below.
Resolution: Our development team works to resolve the bug. Once a fix is implemented, it undergoes rigorous testing to ensure it addresses the issue without introducing new problems.
Deployment: After successful testing, the fix is deployed to our production environment. You will be notified when the bug has been resolved and the fix is live.
Verification: We encourage you to verify the resolution and confirm that the bug is fixed. If any issues persist, please inform us immediately for further investigation.

Tracking Open Bugs

Transparency in issue resolution is crucial. In addition to receiving updates from our support team as outlined above, you can check the status of all open bugs at any time through Feature Base by filtering to the Bug Board. In Featurebase we will provide real-time updates on the progress of open issues, ensuring you are always informed about the status of your reports.

We are committed to maintaining the highest standards of quality and reliability. Your cooperation in reporting bugs and providing detailed information is invaluable in helping us achieve this goal.

Getting Help

For any issues or inquiries, you will work with our support team. Our team is dedicated to providing timely and effective solutions to all your configuration, API and best-practices questions.

Support Hours

For any issues or inquiries, you can submit support tickets through our Support Channels. Our team is dedicated to providing timely and effective solutions. When submitting a ticket, please provide as much detail as possible to help us address your concern swiftly.

Support Hours
Monday to Friday: 7 AM CT to 7 PM CT.
Saturday to Sunday: Our team will be call for urgent or critical matters; however, all other inquiries will be addressed on Monday morning when regular support hours resume.

Select US holidays we have a smaller team of support on hand. During the following days we keep an eye out for critical, urgent issues. If not urgent, we will get to them the following day during normal support hours:

New Year’s Day - January 1, 2025
Memorial Day - May 26, 2025
Independence Day - July 1, 2025
Labor Day - September 1, 2025
Thanksgiving Day - November 27, 2025
Christmas Day - December 25, 2025