End User License Agreement

This End User License Agreement ("Agreement") is between Manhattan Provisions LLC ("Manhattan Provisions," "we," "us," or "our") and you, whether you are (a) a wholesale customer using our ordering platform to place and manage orders (the "Ordering Platform"), or (b) a business licensing our ButcherLink software platform for your own operations ("Licensee," and the platform as licensed, the "Licensed Software"). Together, the Ordering Platform and the Licensed Software are referred to as the "Software." By accessing or using the Software, you agree to be bound by this Agreement. If you do not agree, do not use the Software.

This Agreement applies alongside, and does not replace, our Terms & Conditions (which govern ordering, payment, and delivery of physical products) and our Privacy Policy (which governs how we handle your data).

1. License Grant

Subject to your compliance with this Agreement, Manhattan Provisions grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Software:

• Ordering Platform customers: solely to place, track, and manage your own wholesale orders with Manhattan Provisions, for your internal business purposes.
• ButcherLink Licensees: solely to operate and manage your own business's ordering, invoicing, and account operations through the Licensed Software, for internal business use within your organization, as further described in any separate order form, license schedule, or written agreement between you and Manhattan Provisions.

No license is granted for resale, sublicensing, or use by any party outside your own organization unless separately agreed to in writing.

2. Ownership

The Software, including all underlying code, design, features, and documentation, is and remains the property of Manhattan Provisions LLC (or its licensors). This Agreement grants you a license to use the Software — it does not transfer any ownership rights. All rights not expressly granted are reserved.

3. Restrictions

You agree not to:

• Copy, modify, reverse-engineer, decompile, or disassemble the Software, except where applicable law prohibits this restriction
• Sell, resell, sublicense, rent, lease, or distribute the Software or access to it to any third party
• Use the Software to build a competing product or service
• Remove or alter any proprietary notices or branding within the Software
• Use the Software for any unlawful purpose, or in a way that interferes with its security or normal operation
• Attempt to gain unauthorized access to any account, system, or data not belonging to you

4. Accounts & Access

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Licensees are responsible for ensuring their own authorized users comply with this Agreement.

5. Third-Party Services

The Software integrates with third-party services, including Twilio (SMS messaging), Stripe (payment processing), and QuickBooks Online (accounting). Your use of features connected to these services is also subject to the applicable third-party provider's own terms. Manhattan Provisions is not responsible for the availability, performance, or acts or omissions of these third-party providers.

6. Fees (ButcherLink Licensees)

Where the Licensed Software is provided under a paid license, applicable fees, billing terms, and payment obligations will be set out in a separate order form or license schedule between you and Manhattan Provisions. This Agreement governs use of the Software; it does not by itself establish pricing.

7. Availability & Changes

We may update, modify, or discontinue features of the Software at any time. We aim to provide reasonable notice of material changes affecting Licensees where practical, but do not guarantee uninterrupted availability of the Software.

8. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

9. Limitation of Liability

To the fullest extent permitted by law, Manhattan Provisions LLC shall not be liable for any indirect, incidental, special, or consequential damages arising from your use of, or inability to use, the Software. Our total liability under this Agreement shall not exceed the amount you paid, if any, for use of the Software in the twelve (12) months preceding the claim.

10. Term & Termination

This Agreement remains in effect while you use the Software. We may suspend or terminate your access at our discretion, including for violation of this Agreement, non-payment (for licensed use), or misuse of the Software. Upon termination, your right to use the Software ends immediately, though provisions relating to ownership, disclaimers, and limitation of liability survive termination.

11. Governing Law

This Agreement is governed by the laws of the State of New York, without regard to its conflict of law principles.

12. Changes to This Agreement

We may update this Agreement from time to time. The "Last updated" date above reflects the most recent changes. Continued use of the Software after changes take effect constitutes acceptance of the updated Agreement.

13. Contact Us

Questions about this Agreement can be directed to:

Manhattan Provisions LLC
149 Harborview North
Lawrence, NY 11559
Phone: 516-978-4262
Email: [email protected]

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