Terms of Service

1. Introduction

Welcome to Wayt ("we," "us," "our," or "the Company"). These Terms of Service ("Terms") govern your access to and use of the Wayt website, mobile application, platform, and all related services (collectively, the "Platform").

Wayt operates a technology-enabled marketplace that connects customers with independent contractor line waiters ("Waiters") who physically hold spots in queues at restaurants, venues, events, and other experiences on behalf of customers. The Platform also facilitates coordination with participating venue partners.

By accessing or using our Platform — including creating an account, placing a booking, accepting a job as a Waiter, or joining as a venue partner — you agree to be bound by these Terms in their entirety. These Terms constitute a legally binding agreement between you and Wayt.

2. Eligibility

To use the Platform, you must:

• ✓ Be at least 18 years of age
• ✓ Have the legal capacity to enter into binding contracts in your jurisdiction
• ✓ Not be prohibited from using the Platform under applicable law
• ✓ Provide accurate, current, and complete information during registration and maintain the accuracy of such information
• ✓ Not have been previously suspended or removed from the Platform by Wayt

Wayt operates across multiple markets and reserves the right to determine service availability by region at its sole discretion. Eligibility to use the Platform does not guarantee service availability in your area.

3. Service Description

3.1 Platform Role

Wayt is a technology platform and marketplace. We facilitate connections between:

• ✓ Customers: Individuals who purchase line-waiting services
• ✓ Waiters: Independent contractors who physically hold spots in line on behalf of customers
• ✓ Venue Partners: Restaurants, bars, events, and establishments that have entered into a partnership agreement with Wayt

Wayt is not a restaurant reservation service, ticketing platform, venue operator, or staffing agency. We provide line-waiting convenience services only. Seating, entry, and experience quality at venues are entirely at the discretion of the venue.

3.2 Booking Types

The Platform supports multiple booking formats, which may be made available by market and venue at Wayt's discretion:

3.3 Automated Dispatch & Feasibility

The Platform uses automated systems to assess venue feasibility, Waiter availability, and job dispatch eligibility. These systems may limit, restrict, or alter the booking options available to you based on real-time and historical data. Wayt reserves the right to modify these systems at any time without notice.

4. Bookings & Payment

4.1 Booking Process

When you initiate a booking through Wayt, you are purchasing a line-waiting service — not a guaranteed reservation, table, ticket, or entry. The booking process includes:

1. Selecting a venue, booking type, and requested time
2. Specifying party size and any special instructions
3. Providing payment authorization (see Section 4.2)
4. Receiving booking confirmation via SMS and/or email

4.2 Payment Authorization & Capture

At the time of booking, Wayt places an authorization hold on your payment method for the full booking amount. This hold reserves funds but does not constitute a charge. Your payment method will only be captured (charged) at the moment a Waiter confirms physical arrival and position in the queue for your booking — the point at which the core service has been delivered.

If a booking is cancelled prior to Waiter check-in, or is automatically voided due to non-fulfillment, the authorization hold will be released and no charge will occur, subject to the cancellation policy in Section 5.

4.3 Pricing

Pricing is determined by market, day of week, party size, booking type, and other platform-determined factors. Current rates for your market are displayed at the time of booking and on our published Pricing page. All rates are subject to change. Bookings are priced at the rate in effect at the time of confirmation.

Additional surcharges may apply for large parties, peak demand periods, specific venues, or premium booking types, as disclosed at checkout. Customer payments are subject to applicable third-party payment processing fees, which may be passed through at checkout.

4.4 Payment Processing

All payments are processed securely through Stripe, Inc. By providing payment information, you authorize Wayt and its payment processors to charge your designated payment method in accordance with these Terms. Wayt does not store full card information on its servers. Your payment information is subject to Stripe's terms and privacy policy. Wayt reserves the right to change payment processors at any time.

5. Cancellation & Refund Policy

Cancellation eligibility and refund amounts are determined by when the cancellation request is received relative to the booking time. Because Wayt dispatches Waiters and incurs real coordination costs upon booking, late cancellations may result in partial or no refund.

Specific cancellation windows and partial refund amounts applicable to your booking will be disclosed at the time of checkout and in your booking confirmation. Wayt reserves the right to adjust these tiers by market and booking type.

To cancel a booking, use the "Cancel Booking" option in your account dashboard or contact Wayt support. Cancellations communicated solely to a Waiter — and not submitted through the Platform — will not be honored for refund purposes.

Where a refund is due, it will be processed to the original payment method. Release timelines are subject to your financial institution's processing times, which are outside Wayt's control.

6. User Conduct

You agree to use the Platform in a lawful, respectful, and good-faith manner. The following conduct is strictly prohibited:

• ✗ Using the Platform for any illegal, fraudulent, or unauthorized purpose
• ✗ Making bookings under false pretenses or with stolen, unauthorized, or disputed payment methods
• ✗ Harassing, threatening, or abusing Waiters, venue staff, other customers, or Wayt personnel
• ✗ Attempting to circumvent, reverse-engineer, or manipulate the Platform's systems, dispatch logic, pricing, or matching algorithms
• ✗ Creating multiple accounts for the purpose of self-referral or any other form of platform abuse
• ✗ Posting false, misleading, or defamatory reviews or communications
• ✗ Attempting to solicit or transact with Waiters outside the Platform to circumvent Wayt's fee structure
• ✗ Scraping, copying, or reproducing Platform content or data without express written permission

Wayt reserves the right, in its sole discretion, to suspend, restrict, or permanently terminate any account that violates these Terms, with or without prior notice, and without liability to you.

7. Waiter Independent Contractors

7.1 Independent Contractor Status

Waiters are independent contractors, not employees, agents, partners, or joint venturers of Wayt. Wayt does not direct, control, or supervise the manner or means by which Waiters perform services, beyond establishing baseline platform standards. Nothing in these Terms or the Waiter contractor agreement creates an employment relationship.

As an independent contractor, each Waiter is solely responsible for:

• ✓ All applicable federal, state, and local taxes on earnings, including self-employment taxes
• ✓ Personal liability, health, and other insurance coverage
• ✓ Transportation, equipment, and any other costs incurred in performing services
• ✓ Compliance with all applicable laws in the jurisdictions where they operate

7.2 Earnings & Payouts

Waiter earnings are calculated as a percentage of the net booking revenue, as specified in the current Waiter rate schedule published on the Platform or in your contractor agreement. Rates are subject to change with notice. The platform fee retained by Wayt covers technology, dispatch, payment processing, customer support, and marketplace operations.

Payouts to Waiters are processed via Stripe Connect. Payout timing is subject to Stripe's standard disbursement schedule, which is typically 2–7 business days for standard accounts. Waiters with established accounts in good standing may be eligible for accelerated payout schedules at Stripe's approval and Wayt's discretion. Wayt does not guarantee any specific payout timeline and is not responsible for delays attributable to Stripe, banking institutions, or verification requirements.

Waiters must maintain an active, verified Stripe Connect account in good standing to receive payouts. Wayt reserves the right to withhold payment pending resolution of any dispute, fraud investigation, or platform policy violation.

7.3 Waiter Standards

Waiters are expected to maintain professional conduct, arrive at venues at the required time, communicate promptly with customers and Wayt via the Platform, and accurately report their status. Repeated cancellations, no-shows, or conduct violations may result in suspension or permanent removal from the platform.

8. Venue Partnership Program

8.1 Partnership Tiers

Venues may participate in the Wayt ecosystem at different levels of engagement. Tier benefits, payout amounts, and obligations are as set forth in the current Venue Partner rate schedule and partnership agreement:

8.2 Venue Data Obligations

Venue partners are responsible for maintaining accurate, current, and complete information including hours of operation, queue cutoff times, policies, and capacity constraints. Inaccurate information that results in failed or degraded service experiences for customers may result in downgrade, suspension, or removal from the Platform.

8.3 Tier Changes

Wayt reserves the right to change, downgrade, or terminate a venue's partnership tier at any time with reasonable notice. Venues that are downgraded or removed will receive any accrued payouts owed through the date of status change, subject to the terms of their partnership agreement.

9. Referral Program

Wayt may offer a referral program that allows eligible users to earn rewards for referring new customers to the Platform. Participation in the referral program is subject to the following terms:

• ✓ Reward Rate: Referral rewards are calculated as a percentage of qualifying net platform revenue attributable to the referred user's completed bookings, as set forth in the current referral rate schedule. Rates are subject to change.
• ✓ Lifetime Rewards: Eligible participants earn on every qualifying booking made by a referred user, not only the first booking, unless otherwise specified in a program update.
• ✓ Minimum Cashout: A minimum accrued balance is required before a payout may be requested, as posted in the Platform. Payouts are processed via Stripe Connect.
• ✗ No Self-Referral: Referring yourself, using secondary accounts, or any scheme designed to fraudulently generate referral rewards is strictly prohibited and will result in permanent account termination and forfeiture of all accrued balances.
• ✗ Single-Level Only: The referral program is limited to a single referral tier. Multi-level, pyramid, or chain referral schemes are not permitted.

Wayt reserves the right to modify, suspend, or terminate the referral program at any time. In the event of a material program change, accrued and verified rewards earned prior to the effective date of such change will be honored for a period of no less than 90 days following notice to participants.

Wayt employs automated and manual fraud detection systems to identify referral abuse. Determinations of abuse are made at Wayt's sole discretion and are final.

10. Communications & SMS Consent

10.1 Transactional Communications

By creating an account or placing a booking, you consent to receive transactional communications from Wayt, including booking confirmations, Waiter status updates, arrival notifications, and support messages, via SMS, email, and push notification. These communications are necessary for the delivery of the service and cannot be fully opted out of while maintaining an active account.

10.2 Marketing Communications & TCPA Consent

By creating an account and providing your phone number, you expressly consent under the Telephone Consumer Protection Act (TCPA) and applicable state laws to receive recurring automated or manually dialed marketing and promotional text messages from Wayt at the phone number provided. Message and data rates may apply. Message frequency varies.

You may opt out of marketing SMS messages at any time by replying STOP to any Wayt text message. After opting out, you will receive a one-time confirmation message. To re-enable marketing messages, reply START. For help, reply HELP to any Wayt message or contact our support team.

Consent to receive marketing messages is not a condition of purchasing any service. Opting out of marketing messages does not affect your receipt of transactional communications necessary to fulfill your bookings.

10.3 Communication Accuracy

You are responsible for maintaining a current, accurate phone number and email address on your account. Wayt is not liable for failed communications resulting from outdated or incorrect contact information.

11. Intellectual Property

11.1 Wayt Ownership

All content, technology, trademarks, service marks, logos, software, algorithms, data compilations, and materials on the Platform — including but not limited to the Wayt name, branding, dispatch logic, feasibility systems, and user interface designs — are the exclusive property of Wayt or its licensors and are protected by applicable intellectual property laws. Nothing in these Terms grants you any right, license, or interest in Wayt's intellectual property.

11.2 Limited License to Users

Subject to your compliance with these Terms, Wayt grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for its intended purpose. You may not reproduce, distribute, modify, create derivative works, publicly display, or commercially exploit any portion of the Platform without Wayt's express written consent.

11.3 User-Submitted Content

By submitting content to the Platform (including reviews, feedback, or communications), you grant Wayt a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and display such content in connection with operating and improving the Platform, without compensation to you.

12. Data & Platform Intelligence

Your use of the Platform generates data that Wayt uses to operate, improve, and grow the service. This includes booking patterns, venue demand signals, wait time data, Waiter performance data, and platform usage behavior.

Wayt may use aggregated, anonymized data derived from Platform activity for internal analytics, product development, market research, investor reporting, and business intelligence purposes. Such aggregated data does not identify any individual user and is not subject to individual deletion or correction requests.

The Platform employs automated decision-making systems — including feasibility assessments, dispatch prioritization, and fraud detection — that may affect your booking experience. These systems operate based on real-time and historical data inputs. You may contact Wayt support if you believe an automated decision has materially and incorrectly affected your account.

Personal data collection and use practices are further described in our Privacy Policy, which is incorporated into these Terms by reference.

13. Liability & Disclaimers

13.1 Service Disclaimer

THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Wayt does not warrant that the Platform will be uninterrupted, error-free, or free of viruses or other harmful components.

Wayt does not guarantee:

• Seating, entry, or service at any venue
• Specific wait times (estimates are provided in good faith and are not binding)
• Venue availability, hours, or policies (which are subject to change without notice)
• Quality of food, beverages, or experience at any venue
• That a Spot Swap will be honored by a venue or its queue
• Continuous availability of any booking type in any market

13.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAYT'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE AMOUNT YOU PAID TO WAYT FOR THE SPECIFIC BOOKING OR TRANSACTION GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT WILL WAYT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, EVEN IF WAYT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Third-Party Actions

Wayt is not liable for the actions, omissions, errors, or negligence of Waiters, venue operators, venue staff, other customers, or any third-party service providers, including payment processors. Your interactions with Waiters and venues are at your own risk.

13.4 Indemnification

You agree to defend, indemnify, and hold harmless Wayt, its officers, directors, employees, contractors, agents, venue partners, affiliates, and successors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way related to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your interaction with any Waiter or venue; or (e) any content you submit to the Platform.

14. Force Majeure

Wayt shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, severe weather events, pandemics or public health emergencies, acts of government or regulatory authority, venue closures (voluntary or mandated), civil unrest, power or telecommunications outages, third-party service failures, or any other circumstances beyond Wayt's reasonable control ("Force Majeure Events").

In the event of a Force Majeure Event affecting a booking, Wayt will make reasonable commercial efforts to notify affected customers and, where the service cannot be fulfilled, release any authorization holds without charge. Wayt's sole obligation in such circumstances is release of the authorization hold; no additional compensation, credits, or damages are owed.

This clause applies equally to Waiter obligations — Waiters are not penalized for documented inability to perform due to Force Majeure Events, at Wayt's determination.

15. Dispute Resolution & Binding Arbitration

15.1 Informal Resolution First

Before initiating any formal dispute process, you agree to contact Wayt support and provide a written description of your dispute, including the nature of the issue and the relief sought. Wayt will attempt to resolve the dispute informally within thirty (30) days of receipt. Either party may proceed to arbitration if the dispute is not resolved within this period.

15.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or any service provided by Wayt — including questions of arbitrability — shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, except as modified herein. The arbitration shall be conducted in English. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

You and Wayt each waive the right to a jury trial and the right to litigate disputes in court, except for matters that may be brought in small claims court.

15.3 Class Action Waiver

YOU AND WAYT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. If this class action waiver is found unenforceable, then the arbitration agreement in this section shall be null and void.

15.4 Opt-Out

You may opt out of the arbitration agreement by sending written notice to Wayt within thirty (30) days of your first acceptance of these Terms. Opting out does not affect any other provision of these Terms. If you opt out, disputes will be resolved in accordance with Section 16 (Governing Law).

16. Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of law provisions. To the extent that any dispute is not subject to arbitration under Section 15, you and Wayt consent to the exclusive jurisdiction of the state and federal courts located in Charleston County, South Carolina for the resolution of such disputes.

If you are accessing the Platform from outside the United States, you do so at your own risk and are responsible for compliance with local laws. The Platform is operated from the United States and is governed solely by U.S. law.

17. Service Modifications & Platform Changes

Wayt is a growing platform operating across multiple markets. We reserve the right, at any time and without liability, to:

• ✓ Modify, suspend, or discontinue any feature, booking type, or service offering
• ✓ Enter or exit markets, add or remove venues, and adjust geographic service areas
• ✓ Change pricing, payout rates, referral rewards, and partner terms with reasonable notice
• ✓ Update dispatch logic, feasibility systems, and automated decision-making algorithms
• ✓ Introduce new user tiers, account types, or platform products

Where a modification materially affects an existing confirmed booking, Wayt will make reasonable commercial efforts to notify affected customers and, where appropriate, provide refund options. Modifications to pricing and program terms that apply only to future bookings do not entitle existing users to any compensation.

18. Privacy

Your privacy is important to Wayt. Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference in its entirety. By using the Platform, you consent to the data practices described in the Privacy Policy.

Data we collect may include: name, phone number, email address, device and usage data, payment information, booking history, location data, referral data, and communications sent through the Platform. We share information with Waiters, venue partners, and third-party service providers only as necessary to fulfill bookings and operate the Platform.

Wayt does not sell your personal information to third parties for their independent marketing purposes.

19. Changes to Terms

Wayt reserves the right to update or modify these Terms at any time. For material changes, we will provide notice via email or prominent in-Platform notification at least 7 days before the revised Terms take effect. Non-material changes (such as formatting, clarifications, or corrections that do not affect your rights) may take effect immediately upon posting.

The "Last updated" date at the top of this page reflects the date of the most recent revision. We encourage you to review these Terms periodically.

Continued use of the Platform after the effective date of any revised Terms constitutes your binding acceptance of those Terms. If you do not agree to the revised Terms, you must discontinue use of the Platform.

20. Contact Information

For questions, concerns, or notices regarding these Terms or the Platform, please contact us through the following channels: