Terms of Service

As used in these Terms of Service, the following terms have the meanings set forth below.

You must be at least 18 years old and capable of entering into a legally binding contract to use the Platform. By accessing or using the Platform in any way, you agree to be legally bound by these Terms of Service, the Privacy Notice, and any additional terms applicable to specific features or Premium Services. These Terms constitute a legal contract between you and Pepperlot.

If you are using the Platform on behalf of a business or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and the terms "you" and "your" refer to that entity. If you do not have such authority, or if you do not agree to these Terms, you may not use the Platform.

The Privacy Notice is incorporated into and made part of these Terms by reference.

Pepperlot is an online marketplace platform specializing in food and beverage real estate. The Platform connects restaurant operators, landlords, property owners, and licensed brokers to facilitate the listing, discovery, and transaction of restaurant-related commercial real estate, including:

• Restaurant business sales (full operating businesses, asset sales)
• Commercial spaces for lease (second-generation, ghost kitchen, turnkey build-outs)
• Lease assignments and subleases
• Commercial property sales
• Location intelligence tools including competition analysis, demographic data, and cuisine gap analysis

Pepperlot is a marketplace platform only. Pepperlot is not a licensed real estate broker, agent, franchisor, employer, or party to any transaction. All negotiations and agreements are between the relevant parties directly. Nothing on the Platform constitutes legal, financial, tax, real estate, or investment advice.

Subject to your compliance with these Terms, Pepperlot grants you a limited, non-exclusive, non-transferable, revocable license to:

• Access and browse the Platform for lawful purposes related to restaurant real estate transactions.
• Create and manage listings for properties or businesses that you own, control, or are lawfully authorized to market.
• Submit inquiries to other users about their listings.
• Use location intelligence and market analysis tools for your own business decision-making.
• Share hyperlinks to public listings in the ordinary course of your business, provided such links do not appear on any competitor platform without Pepperlot's written consent.

All other uses require Pepperlot's prior written consent.

(a) General Prohibitions

You shall not use the Platform to:

• Violate any applicable federal, state, or local law or regulation, including those relating to real estate practice, fair housing, licensing, advertising, defamation, privacy, or consumer protection.
• Post false, misleading, inaccurate, or fraudulent listing information.
• Discriminate against any person based on race, color, national origin, religion, sex, familial status, disability, or any other protected characteristic under applicable law, including the Fair Housing Act.
• Harass, threaten, intimidate, or abuse other users.
• Impersonate any person or entity, or falsely represent your identity, credentials, or authority.
• List properties or businesses you do not own or have lawful authority to market.
• Circumvent, disable, or interfere with any security, authentication, or access control features of the Platform.
• Use the Platform for any personal, household, or consumer purpose; the Platform is for business use only.
• Transmit unsolicited commercial communications (spam) to other users.
• Contact users you have met through the Platform for purposes unrelated to a legitimate real estate transaction.

(b) Technical Prohibitions

Without Pepperlot's express written consent, you shall not:

• Scrape, crawl, spider, harvest, or otherwise extract data from the Platform using automated tools or manual processes at scale.
• Copy, reproduce, distribute, publish, or create derivative works from any portion of the Platform or its content.
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of any portion of the Platform.
• Use any portion of the Platform to build a competing product or service.
• Access the Platform if you are a direct or indirect competitor of Pepperlot without prior written consent.
• Introduce viruses, malware, or other harmful code into the Platform.
• Attempt to gain unauthorized access to other users' accounts or any portion of the Platform's backend systems.

(c) Securities and Financial Prohibitions

You shall not use any portion of the Platform, directly or indirectly, in connection with the offer or sale of securities, or in any securities offering materials, registration statement, or filing with the U.S. Securities and Exchange Commission or any other regulatory authority, without Pepperlot's prior written consent.

To access certain features of the Platform, you must create an account. You agree to:

• Provide accurate, complete, and current information about yourself and your business during registration and at all times thereafter.
• Maintain the confidentiality of your account credentials and not share them with any unauthorized person.
• Notify Pepperlot immediately at team@pepperlot.com if you become aware of any unauthorized use of your account or any other security breach.
• Accept responsibility for all activity that occurs under your account, whether or not authorized by you.
• Not create multiple accounts for the same individual or entity without Pepperlot's written consent.
• Not use another user's account without their express permission.

Pepperlot reserves the right to verify your identity and business credentials at any time and to suspend or terminate your account if we are unable to verify the information you have provided.

When submitting listings to the Platform, you represent, warrant, and agree that:

• All listing information is accurate, complete, current, and not misleading at the time of submission and at all times while the listing is active.
• You have the legal right and authority to list the property or business. You will not list a property you do not own or are not authorized to market under a duly executed listing agreement.
• You will promptly update or remove listings when they are no longer available, the terms have changed, or a transaction has been completed.
• All photos and images submitted are accurate representations of the property and you have the rights to use them.
• You will disclose any material defects, encumbrances, zoning issues, or other conditions that a reasonable buyer or tenant would consider material.
• Listings must comply with all applicable zoning, land use, and municipal regulations.
• You will not list the same property under multiple duplicate listings.

Pepperlot reserves the right, in its sole discretion and without obligation, to review, remove, modify, or reject any listing that violates these Terms or that Pepperlot determines is inaccurate, misleading, or otherwise inappropriate. Pepperlot is not obligated to verify the accuracy of any listing and assumes no liability for the content of listings submitted by users.

Listings that are not updated or renewed within a 90-day period may be automatically changed to off-market status and removed from active search results.

Given the specialized nature of food and beverage real estate, users acknowledge and agree that:

• Listings for restaurant spaces must accurately represent the presence or absence of key infrastructure including but not limited to: hood and ventilation systems, grease trap systems, walk-in coolers and freezers, fire suppression systems, and utility capacities (gas, electrical, water).
• Sellers and landlords are responsible for accurately representing whether a property has existing health department approvals, food service permits, Certificate of Occupancy, and any relevant alcohol or liquor license status.
• Users are responsible for independently verifying that a property's zoning permits the intended food service use, including any restrictions on alcohol service, hours of operation, or outdoor dining.
• Buyers and tenants are responsible for conducting their own due diligence regarding ADA accessibility compliance, seating capacity, fire code requirements, and all applicable local health and safety regulations before entering into any transaction.
• Pepperlot makes no warranty regarding the accuracy of any restaurant-specific specifications provided by sellers or landlords. All such information must be independently verified.
• Kitchen equipment specifications, capacity figures, and lease terms listed on the Platform are provided by users and have not been independently verified by Pepperlot.

The Platform allows users to submit, upload, post, and transmit Submitted Content, including listing descriptions, photos, business details, and communications.

Your Responsibility

You are solely responsible for all Submitted Content you provide to the Platform. Pepperlot does not have an obligation to monitor, screen, or verify Submitted Content. However, Pepperlot reserves the right, in its sole discretion, to review, refuse, edit, remove, or disable access to any Submitted Content at any time for any reason, including for violation of these Terms.

License Grant

By submitting content to the Platform, you grant Pepperlot a royalty-free, perpetual, irrevocable, non-exclusive, worldwide, fully sublicensable license to use, reproduce, display, distribute, adapt, publish, translate, and create derivative works from your Submitted Content in connection with operating and promoting the Platform. This license survives the termination of your account or removal of the content from the Platform to the extent necessary for Pepperlot to operate its business.

Your Representations

You represent and warrant that: (a) you own or have all necessary rights to submit the Submitted Content and to grant the license above; (b) the Submitted Content does not infringe any third-party intellectual property, privacy, or other rights; (c) the Submitted Content is accurate to the best of your knowledge; and (d) the Submitted Content does not contain any viruses or malicious code.

Confidential Business Information

You are solely responsible for determining what business information to disclose in your listing or communications. Pepperlot strongly recommends that you seek legal advice before disclosing confidential financial information, trade secrets, or other sensitive business data through the Platform.

Any user who identifies themselves on the Platform as a licensed real estate broker or agent represents and warrants that:

• They are currently, validly licensed as a real estate broker or agent in all jurisdictions in which they are conducting brokerage activity.
• They have a currently effective listing agreement or other written authorization from the property owner for each listing they submit on the owner's behalf.
• They will comply with all applicable real estate licensing laws, professional conduct rules, and fiduciary obligations in each state where they operate.
• They will not submit listings on behalf of any party they do not lawfully represent.

Pepperlot may, in its sole discretion but without obligation, verify broker or agent license status and remove users who cannot demonstrate valid licensure. Pepperlot is not responsible for independently verifying the licensure of any broker or agent listed on the Platform, and users are encouraged to independently confirm licensure before entering into any representation agreement.

Brokers operating in states with specific commercial real estate disclosure requirements are solely responsible for complying with those requirements in connection with any transaction initiated through the Platform.

Pepperlot offers a confidential listing feature that allows sellers and landlords to market a property or business while withholding certain identifying information from public display.

• The confidential listing feature is a platform tool only. Pepperlot does not guarantee that any information submitted through the Platform will remain confidential or will not be discovered by third parties.
• Users who submit confidential listings remain solely responsible for determining what information to disclose and to whom.
• Pepperlot is not liable for any inadvertent disclosure of confidential business information or for any consequences arising from the use of the confidential listing feature.
• Interested buyers or tenants who receive confidential information about a listing through the Platform agree to treat such information as confidential and not to disclose it to third parties without the seller's consent. Users acknowledge that a formal Non-Disclosure Agreement (NDA) should be executed before exchanging highly sensitive financial or operational information, and that Pepperlot is not a party to any such NDA.

Pepperlot offers both free and paid tiers of service. The following terms apply to Premium Services.

Fee Obligations

You agree to pay all fees for Premium Services as specified at the time of purchase or as set out in any service agreement between you and Pepperlot. All fees are stated in U.S. dollars and are subject to applicable taxes.

Recurring Billing

Premium subscriptions and recurring services will automatically renew at the end of each billing period unless you cancel at least 3 days prior to the renewal date. By providing a payment method, you authorize Pepperlot to charge that payment method for all applicable fees on a recurring basis.

No Refunds

All fees paid for Premium Services are non-refundable, including fees for listing periods that are terminated early. No pro-rated refunds will be issued for mid-term cancellations, except as required by applicable law.

Fee Changes

Pepperlot reserves the right to change its fee structure at any time. We will provide reasonable advance notice of any changes to recurring fees. Your continued use of Premium Services after a fee change takes effect constitutes acceptance of the new fees.

Disputed Charges

You must notify Pepperlot of any billing dispute within 90 days of the charge appearing on your account. Disputes raised after this period are waived to the maximum extent permitted by applicable law.

Taxes

You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities in connection with your use of Premium Services. Pepperlot may be required to collect sales tax in certain jurisdictions, and charges will include such tax where applicable.

Term

These Terms remain in effect for as long as you use the Platform or maintain an account with Pepperlot.

Termination by You

You may terminate your account at any time by contacting team@pepperlot.com. Termination does not entitle you to a refund of any fees paid for Premium Services.

Termination or Suspension by Pepperlot

Pepperlot may, in its sole discretion, suspend, restrict, or permanently terminate your access to the Platform at any time, with or without notice, including for:

• Actual or suspected violation of these Terms.
• Submitting fraudulent, false, or misleading listings or information.
• Conduct that harms other users or third parties.
• Failure to pay applicable fees.
• Any activity that Pepperlot reasonably believes creates legal liability for Pepperlot or its users.
• Prolonged account inactivity.

Effect of Termination

Upon termination of your account: (a) your license to use the Platform immediately terminates; (b) your active listings will be removed from public view; (c) Pepperlot may retain your Submitted Content and account data in accordance with the Privacy Notice and applicable law; and (d) all provisions of these Terms that by their nature should survive termination will survive, including Sections 9 (content license), 14 (intellectual property), 17 (no warranties), 18 (limitation of liability), 19 (indemnification), and 20 (dispute resolution).

Termination of your account does not limit Pepperlot's right to pursue any other remedy available at law or in equity. Any breach of these Terms that results in termination may entitle Pepperlot to seek injunctive relief, which you agree would be an appropriate remedy given that monetary damages may be insufficient.

The Platform, including all software, design, text, graphics, logos, trade names, data compilations, and other content provided by Pepperlot (excluding Submitted Content), is owned by or licensed to Pepperlot and is protected by U.S. and international copyright, trademark, trade secret, and other intellectual property laws.

These Terms are a license agreement, not an agreement for sale. You have no right or interest in any portion of the Platform except the limited license to use it as expressly set forth in these Terms. You agree not to: (a) remove or alter any copyright, trademark, or other proprietary notices; (b) challenge Pepperlot's ownership of or rights in the Platform; or (c) use Pepperlot's trademarks, service marks, or trade names without prior written consent.

Any ideas, suggestions, feedback, or enhancement requests you provide to Pepperlot regarding the Platform may be used by Pepperlot freely and without compensation to you. You assign to Pepperlot all right, title, and interest in any such feedback.

Pepperlot may, at your request, pursue enforcement of copyright and intellectual property claims against third parties who have, without authorization, copied or distributed your Submitted Content in violation of these Terms.

Pepperlot respects the intellectual property rights of others. It is our policy to respond to valid notices of copyright infringement in accordance with the DMCA (17 U.S.C. § 512).

Filing a DMCA Takedown Notice

If you believe that content on the Platform infringes your copyright, please send a written notice to our designated agent (details below) that includes:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe has been infringed.
• Identification of the material on the Platform that you claim is infringing, with sufficient detail for us to locate it.
• Your contact information (name, address, phone number, and email).
• A statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law.
• A statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the copyright owner.

If you knowingly misrepresent that content is infringing, you may be liable for damages under Section 512(f) of the DMCA.

Filing a DMCA Counter-Notice

If you believe your content was removed in error, you may send a counter-notice to our designated agent that includes:

• Your physical or electronic signature.
• Identification of the removed material and its prior location on the Platform.
• A statement under penalty of perjury that you have a good-faith belief the material was removed by mistake or misidentification.
• Your name, address, and phone number, and a statement consenting to the jurisdiction of the federal court in your district (or in California if outside the U.S.).

We may restore the removed content if the original claimant does not file a court action within 10 business days of receiving your counter-notice.

Designated DMCA Agent

Pepperlot DMCA Agent | team@pepperlot.com | Los Angeles, CA

The Platform may contain links to third-party websites, tools, or services. Pepperlot does not endorse, control, or assume responsibility for any third-party content, products, or services. Your use of any third-party site is governed by that site's own terms and privacy policy. Pepperlot is not liable for any loss or damage arising from your use of or reliance on any third-party site or service.

The Platform may integrate third-party data providers for location intelligence, market analytics, and demographic information. Pepperlot does not guarantee the accuracy or completeness of third-party data and expressly disclaims responsibility for such data.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so some of the above limitations may not apply to you. In such jurisdictions, liability will be limited to the maximum extent permitted by applicable law.

If you are a California resident, you expressly waive California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

You agree to defend, indemnify, and hold harmless the Pepperlot Parties from and against any and all claims, actions, suits, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use or misuse of the Platform.
• Your Submitted Content.
• Your violation of these Terms or any applicable law or regulation.
• Your violation of any third-party rights, including intellectual property rights, privacy rights, or property rights.
• Any transaction you enter into as a result of using the Platform.
• Any misrepresentation made by you in connection with your use of the Platform.

Pepperlot reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with Pepperlot in asserting any available defenses.

Binding Arbitration

Except for disputes that qualify for small claims court, any dispute, claim, or controversy between you and Pepperlot arising out of or relating to these Terms, the Platform, or any transaction or relationship between you and Pepperlot shall be resolved exclusively through final, binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (for claims under $250,000) or its Comprehensive Arbitration Rules (for larger claims), rather than in a court of law.

Arbitration Procedure

The arbitration will be conducted in Los Angeles, California, or, at your election if you are located outside California, via videoconference. The arbitrator will apply California law consistent with the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and applicable statutes of limitations. The arbitrator may award any individual remedy or relief that a court of competent jurisdiction could award. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Costs

Each party will bear its own attorneys' fees and costs in arbitration, except that the arbitrator may award attorneys' fees and costs to the prevailing party in accordance with applicable law. If your claim is $10,000 or less, Pepperlot will pay all JAMS filing, administrative, and arbitrator fees.

Opt-Out

You may opt out of this arbitration agreement by sending written notice to team@pepperlot.com within 30 days of first accepting these Terms. Your notice must include your name, account email address, and a clear statement that you are opting out of arbitration. If you opt out, disputes will be resolved in the courts specified in Section 25.

Exceptions

Nothing in this Section prevents either party from seeking emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

Your use of the Platform is subject to the Pepperlot Privacy Notice, which is incorporated into these Terms by reference and available at pepperlot.com/privacy. The Privacy Notice describes how we collect, use, disclose, and protect your personal information.

By using the Platform, you consent to Pepperlot using your name or company name to identify you as a Platform user in connection with its marketing and promotional activities, subject to the Privacy Notice.

By creating an account, you agree to receive transactional communications from Pepperlot, including account confirmations, inquiry notifications, listing updates, and service-related messages. These communications are necessary to provide the Platform and cannot be opted out of while your account is active.

Pepperlot may also send you marketing and promotional communications where you have provided consent or where permitted by applicable law. You may opt out of marketing emails at any time by clicking the unsubscribe link in any marketing email or by contacting team@pepperlot.com.

Pepperlot prohibits the use of the Platform's messaging tools to send unsolicited commercial communications. You agree that any messages you send to other users through the Platform will relate to legitimate real estate transactions and will not constitute spam or unsolicited marketing. You agree to include a functioning opt-out mechanism in any commercial emails you send through the Platform's tools, as required by law.

Pepperlot will not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by circumstances beyond Pepperlot's reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, government actions, war, civil unrest, labor disputes, power outages, internet or telecommunications failures, denial-of-service attacks, or failures of third-party service providers. Pepperlot will use reasonable efforts to resume performance as soon as practicable after a force majeure event.

These Terms and any dispute arising out of or related to them or your use of the Platform shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.

Subject to the arbitration agreement in Section 20, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California for any disputes not subject to arbitration. You irrevocably waive any objection to the laying of venue of any such proceeding in Los Angeles County, California, and any claim that such proceeding has been brought in an inconvenient forum.

For users located outside the United States: Pepperlot operates the Platform from the United States. Pepperlot makes no representation that the Platform or its content is appropriate or available for use in locations outside the United States. If you access the Platform from outside the United States, you do so at your own initiative and are solely responsible for compliance with applicable local laws.

Pepperlot reserves the right to modify these Terms at any time. We will notify you of material changes by posting the revised Terms on the Platform with an updated "Last Updated" date, and where practicable, by sending an email notification to the address associated with your account at least 14 days before the changes take effect.

Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Platform and may close your account by contacting team@pepperlot.com.

Independent Contractors

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between you and Pepperlot.

Entire Agreement

These Terms, together with the Privacy Notice and any additional terms applicable to specific features or Premium Services, constitute the entire agreement between you and Pepperlot with respect to the Platform and supersede all prior understandings, agreements, and representations.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be modified, it will be severed, and the remaining provisions will continue in full force and effect.

Waiver

Pepperlot's failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision unless Pepperlot acknowledges and agrees to it in writing.

Assignment

You may not assign or transfer these Terms or any rights or obligations under them without Pepperlot's prior written consent. Pepperlot may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

No Professional Advice

Nothing on the Platform constitutes legal, tax, financial, real estate, investment, or other professional advice. You should seek independent professional advice before making any real estate or business decision based on information obtained from the Platform.

Business Use Only

The Platform is intended solely for business purposes. These Terms do not create any consumer rights that may apply to personal, household, or family use.

Accessibility

Pepperlot is committed to making the Platform accessible to people with disabilities. If you require accessibility assistance, please contact team@pepperlot.com.

Language

These Terms are written in English. Any translated version is provided for convenience only and the English version controls in the event of any conflict.

Survival

Sections 9, 14, 17, 18, 19, 20, 21, and 25 survive the expiration or termination of these Terms.

Anti-Bribery

Each party represents and warrants that it has not and will not offer, give, solicit, or accept any bribe from any person or entity with the intent to induce improper conduct in connection with these Terms or the Platform.

For questions about these Terms of Service, to report a violation, or to submit a DMCA notice, please contact us:

Email: alex@pepperlot.com

Phone: 650 770 8709

Mailing Address: Pepperlot, Los Angeles, CA