Merchant Agreement

1. Parties & Scope

This Merchant Agreement (“Agreement”) is entered into between you, on behalf of your business (“Merchant”), and Bakes & Brews LLC, a California limited liability company, doing business as ProoN (“ProoN”). It applies to all uses of the ProoN platform—including the AI phone agent, SMS notifications, dashboard, integrations, and any associated services.

If you are signing up on behalf of an organization (LLC, corporation, partnership), you represent that you have authority to bind that organization to this Agreement.

2. What ProoN Provides

ProoN provides an AI voice agent that, when configured by the Merchant, answers inbound phone calls to a Merchant-assigned number and:

• Greets callers and identifies the Merchant’s business by name
• Takes orders, bookings, appointments, or leads depending on the Merchant’s industry
• Sends SMS confirmations to callers who consent to text messaging
• Pushes orders/bookings to integrated third-party systems (POS, CRM, calendar) when configured
• Transfers calls to Merchant staff when appropriate

The exact features available depend on the Merchant’s subscription tier (Starter, Growth, Pro) and selected integrations.

3. Merchant Obligations

The Merchant agrees to:

• Provide accurate business information (legal name, address, hours, menu/services, payment methods)
• Keep configuration current as business operations change
• Notify ProoN of disputes or quality issues within 30 days
• Comply with all applicable laws—including telecom rules (TCPA, A2P 10DLC), food-safety/health rules (for restaurants), professional-licensing rules (for medical/legal/regulated industries), and consumer-protection laws
• Hold ProoN harmless for the content of orders/bookings/leads taken by the AI (Merchant is the final authority on whether to fulfill a booking)
• Cancel or refund any order/booking the AI accepts that the Merchant cannot fulfill

4. Fees, Trial & Billing

Subscription fees are charged monthly and depend on the tier selected. Current pricing is published at proon.ai/pricing and shown during checkout.

Free trial: Every new account receives 50 free minutes. Card on file is required to start the trial. ProoN will not charge the card until either (a) the 50 free minutes are exhausted, or (b) 30 calendar days elapse, whichever comes first.

Recurring billing: After trial conversion, the monthly subscription charge recurs every 30 days on the same card unless the Merchant cancels.

Failed payments:ProoN will retry failed charges per Stripe’s standard retry schedule (up to 4 attempts over 14 days). If all retries fail, the account is suspended until payment is restored.

5. Minute Usage & Overage

Each subscription tier includes a monthly minute allotment (Starter: 500, Growth: 1,200, Pro: 2,500). Minutes are measured from call connect to call end, rounded up to the nearest second.

Overage: Calls beyond the monthly allotment are billed at the overage rate published in the dashboard, or the Merchant may purchase a minute pack at a discounted rate.

Unused minutes do not roll over to the next billing period.

6. Cancellation & Data Export

The Merchant may cancel the subscription at any time from the dashboard. Cancellation takes effect at the end of the current billing period—no prorated refunds.

Data export: For 90 days after cancellation, the Merchant may request a complete export of their call recordings, transcripts, order history, customer data, and configuration via the Settings dashboard or by emailing [email protected]. After 90 days, data is permanently deleted from ProoN’s systems (subject to legal hold requirements).

7. Telecom & TCPA Compliance

SMS messages sent through ProoN comply with the Telephone Consumer Protection Act (TCPA) and A2P 10DLC carrier requirements. ProoN:

• Obtains caller consent before sending any text message (via the AI’s explicit opt-in question during the call)
• Includes STOP/HELP/msg+data-rates disclosures on the first message
• Honors STOP replies immediately and permanently
• Maintains opt-in/opt-out audit logs at proon.ai/sms-policy

The Merchant is responsible for ensuring that the content of SMS templates they customize (e.g. order confirmation copy) does not violate carrier rules or solicit prohibited categories (gambling, adult, etc.). Merchants that modify templates to include prohibited content may have their accounts suspended without refund.

8. POS & Third-Party Integrations

When the Merchant connects a third-party POS (Clover, Square, Toast) or other integration, the Merchant grants ProoN a limited license to access the POS API on their behalf, solely for the purpose of pushing orders and pulling menus.

ProoN is not responsible for:

• Outages, API rate limits, or breaking changes by the third-party POS provider
• Charges levied by the POS provider for ProoN’s API usage
• Settlement of payments made through the third-party POS (funds settle directly to the Merchant’s POS account; ProoN never holds Merchant funds)

9. AI Disclosures to End Customers

ProoN’s AI agent is designed to sound natural, but it discloses its non-human nature when:

• A caller explicitly asks “are you a robot?” or “am I talking to a human?”
• A caller appears confused about who they’re speaking with

The Merchant agrees not to instruct the AI to deny being an AIwhen asked directly. Doing so may violate jurisdictional disclosure laws (e.g., California’s B.O.T. Act) and is grounds for account termination.

10. Data Ownership & Confidentiality

The Merchant owns:

• All customer call recordings and transcripts (subject to the customer’s recording-consent requirements in the Merchant’s jurisdiction)
• All orders, bookings, customer profiles, and configuration data
• All edits to AI prompts, voice clones, and personas

ProoN owns the underlying platform, AI models, software, and infrastructure.

ProoN may use aggregated, anonymized usage data (call counts, response times, error rates) to improve the service. ProoN will not share Merchant-identifiable data with third parties except as required by law or with explicit Merchant consent.

11. Service Level

ProoN targets 99.5% monthly uptime for the AI phone agent. Planned maintenance is announced in advance via email to the Merchant’s contact address.

If actual uptime drops below 99.0% in a calendar month, the Merchant may request a service credit of 10% of that month’s subscription fee by emailing [email protected] within 30 days.

12. Limitation of Liability

To the maximum extent permitted by law, ProoN’s total liability to the Merchant for any claim arising out of or related to this Agreement is limited to the greater of (a) $100 USD or (b) the subscription fees paid by the Merchant in the 12 months preceding the claim.

ProoN is not liable for:

• Lost profits, lost revenue, or business interruption
• Misorders or missed orders caused by AI misunderstanding (see Section 3 — Merchant’s responsibility to cancel/refund)
• Disputes between the Merchant and their customers
• Acts of God, network outages by upstream providers (Twilio, Retell, Stripe), or events outside ProoN’s reasonable control

13. Mutual Indemnification

The Merchant will indemnify ProoN against any third-party claim arising from:

• The Merchant’s misuse of the platform
• The Merchant’s violation of TCPA, food-safety, or industry-specific regulations
• Content of menu items, FAQ answers, or promotions provided by the Merchant

ProoN will indemnify the Merchant against any third-party claim that ProoN’s platform itself infringes a third party’s patent, trademark, or copyright.

14. Changes to This Agreement

ProoN may update this Agreement from time to time. Material changes will be announced via email to the Merchant’s contact address at least 30 days before taking effect. Continued use of the platform after the effective date constitutes acceptance.

If the Merchant objects to a material change, they may cancel before the effective date and request a prorated refund of any prepaid fees.