1. Pilot Term and No Fees. The pilot begins on the effective date and continues for six months. BuonoPass will not charge restaurant fees during the pilot. No paid renewal, fee, or commission applies unless the parties sign a new agreement.

2. Non-Exclusive Relationship. The relationship is non-exclusive. The restaurant may participate in other programs and BuonoPass may work with other venues.

3. BuonoPass Responsibilities. BuonoPass may promote the restaurant, facilitate member requests, communicate approved guest preferences, and provide agreed marketing material. BuonoPass does not control restaurant operations or guest conduct.

4. Restaurant Responsibilities. The restaurant will provide accurate business information, maintain required licenses and insurance, comply with law, and honor only benefits it has expressly selected.

5. Restaurant Control. The restaurant alone controls availability, reservation acceptance, seating, pricing, service, safety, alcohol service, admission, guest removal, and all operating decisions. A request is not confirmed until accepted by the restaurant.

6. Selected Hospitality. The restaurant may select recognition, priority review, preferred seating requests, cancellation-list priority, guest preferences, milestone recognition, members-only offerings, personalized hospitality, team welcome, event participation, or other benefits. Any benefit remains subject to availability and restaurant discretion.

7. Member Information and Privacy. Each party will use member information only to fulfill the requested experience, protect it with reasonable safeguards, and not sell or use it for unrelated solicitation without separate permission.

8. Brand Use and Publicity. Each party may use the other’s approved name and marks solely to describe the relationship. The restaurant will display current BuonoPass marketing material supplied or approved by BuonoPass in at least one mutually agreed, reasonably visible customer-facing location; keep it presentable; not materially alter it; and remove or replace outdated materials when requested.

9. Confidentiality. Non-public commercial, operational, and guest information is confidential and may be used only for this pilot, except as required by law.

10. Safety, Suspension, and Termination. Either party may end this agreement on 30 days’ written notice. BuonoPass may suspend participation for fraud, unsafe conduct, data misuse, repeated service failures, or legal risk.

11. Responsibility, Insurance, and Indemnity. Each party remains responsible for its people, premises, operations, and legal obligations, and will maintain commercially reasonable insurance. Each party will defend and indemnify the other from third-party claims arising from its own breach, negligence, or misconduct.

12. Disclaimers and Liability Limit. Services are provided as available. Neither party guarantees traffic, revenue, reservations, outcomes, or uninterrupted service. Neither party is liable for indirect, incidental, special, or consequential damages to the extent permitted by law.

13. Independent Contractors; New York Law; General Terms. The parties are independent contractors. This agreement is governed by New York law. Amendments must be in writing and signed by both parties. Electronic records and signatures may be used.