Merchant Terms of Use

Introduction

These Terms of Use were last updated on September 29, 2025.

By accessing and using dashboard.guesst.co (the “Guesst Platform”), you agree to be legally bound by these Terms of Use (the “Terms”) individually, on behalf of your organization, and on behalf of all users accessing and using the Guesst Platform through your company’s account (“Profile Users”).

These Terms do not supersede the terms of your lease, license, franchise, loan or other agreement with your property owner, franchisor, lender or other counterparty (your “Agreement”). In the event of a conflict between how Net Sales or Percentage Rent (from Gross Sales) are calculated under these Terms and under your Agreement, your Agreement governs. Capitalized terms not defined here have the meanings in your Agreement.

1. General

The Guesst Platform allows you, as a tenant, licensee, occupier, franchisee, vendor, lessee, and/or borrower, to (a) share selected data with your property owners, licensors, franchisors, lenders, asset managers, landlords, lessors, vendors, and investors (“Authorized Recipients”); (b) upload documentation to share with Authorized Recipients; (c) pay rent; and (d) manage certain other aspects of your business.

Under your Agreement, you may be required to report specific data to Authorized Recipients via the Guesst Platform for the purpose of calculating sums owed under your Agreement. You agree to provide Guesst with the information necessary for the operation of the Guesst Platform and to calculate amounts you owe to Authorized Recipients (including, without limitation, taxes and fees necessary to calculate Net Sales and Percentage Rent from Gross Sales).

Each time you add a point of sale, revenue channel, Authorized Recipient, or Profile User, you reaffirm your acceptance of these Terms.

2. About the Platform (Description)

Guesst is a technology company that monitors sales and calculates rent or royalty payments based on the terms of your Agreement with the Authorized Recipient. The connection terms are uploaded by the Authorized Recipient and confirmed by the merchant. Guesst records sales data daily (including item-level details), organizes and aggregates sales, returns, and discounts, and shares normalized data with Authorized Recipients based on the terms entered into the Guesst Platform. This data may also be used to calculate rent or royalties under your Agreement.

Discrepancies. Rare discrepancies in sales reports can occur due to varied merchant practices when extracting sales from their point-of-sale (POS) systems. In such cases, Guesst follows a resolution process that may require you to provide detailed sales data for review.

Confidentiality between parties. All sales data you provide is confidential between the contracting parties and should be used responsibly under the terms of your Agreement. Guesst is not responsible for how an Authorized Recipient utilizes this data.

Security & compliance. Guesst adheres to high data privacy and security standards to protect all collected information and is SOC 2 Type II compliant.

3. Modifications to Terms

Guesst may change these Terms at any time. Changes will appear in this document, and your continued use of the Guesst Platform after changes are posted constitutes your acceptance of the modified Terms. You should review these Terms before each use. You may print a copy for your records. You may not use the Guesst Platform for any unlawful purpose or any purpose not permitted by Guesst.

4. User Conduct

You and your Profile Users will not use the Guesst Platform (or related Internet services provided by Guesst) for any purpose that is unlawful or prohibited by these Terms. You agree to comply with all applicable local, state, national, and international laws and regulations and are solely responsible for all acts or omissions under your account, including the content of transmissions through the Guesst Platform.

Any unauthorized commercial use of the Guesst Platform, Guesst’s servers or Internet infrastructure, or resale of related services is prohibited. Without Guesst’s prior written consent, you and your Profile Users may not reproduce, distribute, modify, create or display derivative works based on, re-post, or otherwise use the content of the Guesst Platform. Nothing in these Terms grants any license under any copyright or other intellectual property right.

You and your Profile Users will not use any device, software, or routine to interfere with the proper working of the Guesst Platform or take any action that imposes an unreasonable or disproportionately large load on Guesst’s infrastructure, as determined by Guesst in its sole discretion.If you opt to use Guesst AutoPay, you agree to comply with and are bound by the Dwolla Terms of Service.

5. Member Account, Password & Security

Upon completing registration, you will receive a password and account designation. You may create Profiles for other Profile Users under your account. Passwords are credentials issued for your use and must be kept confidential. You must not disclose passwords to any third party other than authorized Profile Users under your account. You are responsible for maintaining the confidentiality of your password and account and for all activities that occur under your account (including activities by Profile Users), such as uploading any sales, returns, or discount data. Uploading false, misleading, or misrepresentative data is a violation of these Terms and may result in account termination.

You agree to: (a) immediately notify Guesst of any unauthorized use of your password or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session. Guesst cannot and will not be liable for any loss or damage arising from your failure to comply with this Section. You grant Guesst and the persons and entities involved in the operation of the Guesst Platform the right to transmit, monitor, retrieve, store, and use your information in connection with operating the Guesst Platform in accordance with these Terms and the Privacy Policy.

6. Reporting & Data Sharing

Except as required by law or regulation, and except for information that becomes public other than through a breach of this Section, Guesst will not disclose your proprietary information or your customers’ proprietary information to any person or entity other than: (i) Authorized Recipients, to the extent necessary to determine Net Sales and/or calculate amounts owed under your Agreement; and (ii) Guesst’s service providers and subprocessors who need the information to operate the Guesst Platform and who are bound by contractual confidentiality and data‑protection obligations.

Data shared with Authorized Recipients may include normalized sales, returns, and discounts, and operational metrics configured by you or the Authorized Recipient (e.g., daily transaction counts, average transaction size, and sales by product category). Any such sharing will be in accordance with the terms configured in the Guesst Platform and your Agreement.

7. Privacy & Data Use

To provide services to you (and to third parties in connection with your use of the services), Guesst collects information about you and your customers. Data sharing with Authorized Recipients and with Guesst’s service providers is described in Section 6 and in our Privacy Policy (incorporated by reference).

Anonymized/aggregated data. Guesst may use aggregated, de‑identified (anonymized) data for analytics, benchmarking, service improvement, research,  product development and in publications created by Guesst. Guesst will not attempt to re‑identify such data and will not disclose anonymized data in a manner that could reasonably identify you, your customers, or any individual.

Compliance attestation. By agreeing to these Terms of Use, you attest that your organization is aware of and compliant with applicable privacy laws, including, without limitation, the California Consumer Privacy Act (as amended) and the EU/UK General Data Protection Regulation (GDPR), to the extent they apply.

The Privacy Policy (incorporated by reference) provides additional detail on how Guesst collects, uses, and protects personal information.

8. Disclaimers / Limitation of Liability

Your use of (and any browsing in) the Guesst Platform and related Internet services is at your risk. Neither Guesst nor any other party involved in creating, producing, or delivering the Guesst Platform is liable for any direct, indirect, incidental, consequential, or punitive damages arising out of your access to, or use of, the Guesst Platform or related services.

Guesst does not guarantee that the functional aspects of the Guesst Platform will be uninterrupted or error-free, or that the Guesst Platform or the servers that make it available are free of viruses or other harmful components. Everything on the Guesst Platform is provided to you “as is,” without warranty of any kind, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. For example, information on the Guesst Platform may not be current or complete when you visit and may contain errors or inaccuracies. Additionally, we do not make any commitments regarding the Platform’s functionality, availability, reliability, or ability to meet your needs.

Guesst shall not be liable for the sufficiency or correctness as to form, manner and execution, or validity of any information collected by Guesst, nor as to the identity, authority, or right of any person executing the same. Guesst’s duties to you are limited to those set forth in these Terms.

Guesst assumes no responsibility and shall not be liable for any damages to, or viruses that may infect, your POS equipment, computer equipment, or other property on account of your access to, use of, or browsing in the Guesst Platform (or related services) or your downloading of any materials, data, text, images, video, or audio from the Guesst Platform.

Guesst is not responsible for any of your liabilities related to the use of the Guesst Platform, including payment of any rent, operating expenses, or taxes, or the completeness or accuracy of any documents uploaded by you or by Authorized Recipients to the Guesst Platform.

By accepting these Terms, you hereby release your Authorized Recipient(s) from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees, or charges of any character or nature, which you may incur or with which you may be threatened arising from your use of the Guesst Platform.

9. Termination

If you are dissatisfied with any portion of the service, or with any of these Terms, your sole and exclusive remedy is to discontinue using the Guesst Platform.

These Terms are effective until terminated by Guesst. You may ask us to end your login account to the Guesst Platform at any time, subject to the terms of your Agreement with your Authorized Recipient.

10. Copyright & Trademarks

The Guesst Platform is the property of Guesst or its licensors and is protected by copyright and other intellectual property laws. The Guesst Platform may be used only for your business purposes pursuant to the terms of your Agreement. You agree not to copy, reproduce, modify, display, perform, publish, translate, or create derivative works based upon the Guesst Platform.

“Guesst Software” and “Guesst” are trademarks of Guesst in the United States. Guesst’s trademarks may not be used in connection with any product or service which is not Guesst’s, in any manner likely to cause confusion among customers, or in any way that disparages or discredits Guesst. Other trademarks that appear on the Guesst Platform are the property of their respective owners.

11. Questions / Comments / Concerns

If you have any questions, comments, or concerns about these Terms, the Guesst Platform, or our products in general, please contact us at:
Guesst Software LLC 
8 Wright Street 
Westport, Connecticut 06880-3100 
E-mail: info@guesst.co

12. Indemnification

You agree to indemnify and hold harmless Guesst, its affiliates, officers, directors, members, managers, and employees from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Guesst Platform, your violation of these Terms, or your infringement of any intellectual property or other right of any person or entity. Notwithstanding the foregoing, Guesst reserves the right to assume, at its expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to fully cooperate with Guesst in asserting any available defenses.

13. U.S. Government End Users

The software and documentation available on the Guesst Platform are “commercial items,” as that term is defined in 48 C.F.R. 2.101 (October 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (September 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202‑1 through 227.7202‑4 (June 1995), all U.S. government end users acquire the software and documentation with only those rights set forth herein.

14. Governing Law & Jurisdiction

Your use of the Guesst Platform, and any related legal action, is governed by the laws of the State of New York, without regard to conflict‑of‑laws principles. The sole jurisdiction and venue for any litigation arising out of your use of or inquiries to the Guesst Platform shall be an appropriate federal or state court located in the State of New York.

15. Publicity / Brand Use

By signing up for Guesst, you grant Guesst the right to display your company name and logo on our website and marketing materials to identify you as a user of our services. If you wish to withdraw consent, please contact info@guesst.co, and we will act in accordance with applicable law and reasonable business timelines.
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16. Additional Legal Terms

No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or any other term.

If any provision of these Terms is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original.

All rights not expressly granted are reserved. These Terms and the Privacy Policy (incorporated by reference) are the entire and final agreement regarding the Guesst Platform and supersede any prior or contemporaneous communications between Guesst and you with respect to its use.