Last Updated: February 21, 2026

These Terms and Conditions ("Terms") govern your access to and use of the services provided by Dough, Inc. ("Dough," "we," "us," or "our"). By using the Services, you agree to be bound by these Terms.

1. The Services

1.1

Dough provides an AI-powered platform that enables users to design, launch, and operate consumer brands, including product ideation, branding, packaging, product development, formulation services, supplier sourcing, storefront hosting, payment processing, preorder management, fulfillment coordination, and optional performance marketing services (collectively, the "Services").

1.2 Platform Role and Limitations

Dough is a technology platform and commercial services provider. Dough does not manufacture, produce, formulate, sell, distribute, or take title to any physical products. Users are the brand owners and responsible parties for all products created, developed, or manufactured through the Platform. The contractual relationship for the development and manufacture of physical goods is between the User and the Manufacturer. Dough facilitates this relationship through its Platform but is not a party to the manufacturing or product development agreement between User and Manufacturer.

1.3 AI-Generated Content and Product Concepts

Product concepts, formulations, specifications, ingredient suggestions, cost estimates, and design recommendations generated through the Platform are provided for informational and ideational purposes only. Users and their manufacturing partners are solely responsible for validating, testing, and ensuring the safety, efficacy, and regulatory compliance of any product prior to commercial production or sale. Dough does not warrant that any AI-generated product concept, formulation, or specification is safe, effective, compliant with applicable law, or fit for any particular purpose. Users acknowledge that AI-generated outputs may contain errors, omissions, or inaccuracies and must be independently verified by qualified professionals before being used as the basis for manufacturing.

1.4 No Professional Advice

Nothing provided through the Platform constitutes legal, regulatory, medical, nutritional, or scientific advice. Users are solely responsible for obtaining independent professional guidance regarding product safety, FDA compliance, labeling requirements, health claims, and all other regulatory matters.

2. Eligibility

You must be at least eighteen (18) years old and legally capable of entering into binding contracts to use the Services.

3. Accounts

3.1

You are responsible for maintaining the confidentiality of your account credentials and for all activities conducted through your account. Dough may suspend or terminate accounts that violate these Terms or pose legal, financial, or operational risk.

3.2 Business Entity Recommendation

Dough strongly recommends that Users placing manufacturing or product development orders through the Platform do so through a valid business entity (such as an LLC or corporation) rather than as individuals. If you choose to use the Services without a business entity, you acknowledge and agree that: (a) you are personally and individually liable for all obligations, indemnification commitments, and liabilities under these Terms, including product liability claims, regulatory actions, and consumer complaints; (b) you personally guarantee all amounts owed to Dough and to any manufacturer engaged through the Platform; (c) Dough may require additional assurances, deposits, or insurance coverage at its sole discretion before processing manufacturing orders on your behalf; and (d) Dough's ability to facilitate manufacturing relationships may be limited, as many manufacturers require a business entity as a contracting counterparty.

4. Payments and Fees

4.1 Payment Processing

Payments are processed through third-party processors such as Stripe. Dough may support subscriptions, one-time charges, usage-based billing, escrowed preorder funds, and credit-based billing.

4.2 Platform Operations Fee

If you use Dough's operational services (including storefront hosting, merchant-of-record services, fulfillment coordination, or supplier coordination), Dough will deduct a platform operations fee of up to nineteen percent (19%) of Net Revenue prior to disbursement. "Net Revenue" means gross sales revenue from consumer purchases of your products through Dough-hosted storefronts, minus refunds, chargebacks, and payment processor fees. For clarity, the Platform Operations Fee applies only to consumer sales revenue and does not apply to product development fees, manufacturing costs, or other pre-production payments processed through the Platform.

4.3 Performance Marketing Fee

If Dough manages advertising spend on your behalf, you agree to pay a fee equal to ten percent (10%) of total advertising spend managed by Dough, in addition to the underlying ad platform costs.

4.4 Preorders and Escrow

For preorder campaigns, customer payments are held in escrow by Dough until production and fulfillment conditions are satisfied. You acknowledge that preorder funds are not available to you until fulfillment occurs.

4.5 Third-Party Pricing Changes

Dough is not responsible for changes in pricing, fees, minimum order quantities, timelines, or other commercial terms imposed by third-party suppliers, manufacturers, fulfillment providers, logistics partners, or service providers, even if such changes occur after a project has begun or forecasts have been provided.

4.6 Product Development and Manufacturing Payments

For product development and manufacturing orders placed through the Platform, Dough collects the applicable fees from you (which may include product development fees, formulation fees, prototyping costs, testing fees, tooling charges, and manufacturing costs) and remits the applicable portions to your selected manufacturing partner on your behalf. Dough acts as a payment facilitator for your convenience and is not the purchaser of goods or services from the manufacturer. Payment milestones for product development and manufacturing are set forth in the applicable Product Development and Manufacturing Services Agreement between you and the manufacturer.

4.7 Product Development Service Fee

Dough may charge a Product Development Service Fee for facilitating product development engagements through the Platform. The Product Development Service Fee will be quoted at the time of project initiation and disclosed to you prior to your commitment to proceed. The fee may be structured as a percentage of development costs, a flat fee, or such other basis as quoted by Dough. By proceeding with a product development engagement after receiving the quoted fee, you agree to pay the Product Development Service Fee in addition to the underlying development costs payable to the manufacturer. Dough reserves the right to waive or reduce the Product Development Service Fee at its discretion.

5. Inventory Ownership, Risk, and Costs

5.1 Inventory Ownership

All inventory produced, stored, or sold through the Dough platform is owned beneficially and economically by you at all times. Dough does not take title to inventory and does not guarantee sell-through.

5.2 Inventory Risk

You bear all risks associated with inventory, including slow sales, non-sale, obsolescence, regulatory holds, recalls, and disposal.

5.3 Inventory Costs

You are solely responsible for all costs associated with inventory, including without limitation: (a) storage and long-term storage fees, (b) fulfillment and handling fees, (c) demurrage or detention charges, (d) relabeling or remediation costs, (e) return handling, (f) disposal or destruction fees, and (g) any third-party charges related to inventory, regardless of whether such costs exceed forecasts or projections.

5.4 Ninety-Day Inventory Sunset

Dough may require that any inventory remaining unsold for ninety (90) days after receipt at a fulfillment facility be removed, liquidated, or disposed of. If you fail to provide timely written instructions, Dough may, at its discretion, dispose of or destroy such inventory at your expense without further notice.

6. Security Interest and Offset Rights

6.1 Security Interest

To secure payment of all amounts owed to Dough under these Terms, you grant Dough a continuing, first-priority security interest in and lien on all inventory produced, stored, or sold through the Services, and in all proceeds thereof, to the maximum extent permitted by law.

6.2 Enforcement

If you fail to pay amounts owed when due, Dough may exercise its rights with respect to the secured collateral, including withholding, selling, disposing of, or applying inventory or proceeds to satisfy outstanding balances.

6.3 Offset Rights

Dough may offset any amounts owed by you against escrowed funds, pending payouts, or other amounts otherwise payable to you.

7. Supplier Introductions and Non-Circumvention

7.1 Supplier Relationships

Suppliers introduced, recommended, or facilitated through the Services are independent third parties. Dough does not guarantee supplier performance, pricing, timelines, or outcomes. Dough does not supervise, direct, or control supplier manufacturing processes, quality systems, formulation work, or product development activities.

7.2 Non-Circumvention

During the term of your account and for twenty-four (24) months following termination for any reason, you may not directly or indirectly bypass Dough to contact, solicit, contract with, manufacture through, or otherwise transact with any supplier, manufacturer, factory, or service provider that was introduced, recommended, or facilitated through the Services, except through Dough or with Dough's prior written consent. This restriction applies regardless of whether such supplier or service provider is publicly listed or available through other channels.

7.3 Remedies

You acknowledge that violation of this Section would cause irreparable harm to Dough. Dough may seek injunctive relief, damages, and enforcement of the Transition Fee described below, in addition to any other remedies available at law or in equity.

8. Merchant of Record

8.1 Dough as Merchant of Record

For transactions processed through the platform, Dough may act as the merchant of record solely for administrative, payment processing, and customer-facing checkout purposes.

8.2 Scope of Responsibility

Dough's role as merchant of record is administrative only and does not imply responsibility for product design, product development, formulation, manufacturing, compliance, labeling, safety, or regulatory approval.

8.3 Economic Responsibility

You remain fully responsible for all economic consequences of customer transactions, including refunds, replacements, chargebacks, recalls, regulatory actions, and inventory-related losses. Dough may deduct or invoice such amounts to you.

8.4 Manufacturing and Product Development Payments

For manufacturing and product development transactions, Dough processes payments as a commercial agent and payment facilitator for your convenience. Dough collects the applicable fees from you and remits the development and manufacturing portions to the supplier on your behalf. Dough may retain a Product Development Service Fee as described in Section 4.7. At no point does Dough take title to, possession of, or risk of loss for any physical product or work product arising from the development or manufacturing process.

9. Insurance

You must maintain product liability insurance with minimum coverage of one million dollars ($1,000,000) per occurrence, naming Dough as an additional insured. Coverage must remain in effect for as long as any inventory exists or products are sold.

10. User Responsibilities and Indemnification

10.1 General Responsibility

You are solely responsible for product safety, compliance, labeling, claims, permits, intellectual property, formulation validation, regulatory filings, and all aspects of the products you create, develop, or manufacture through the Platform. You are the "responsible party" for all regulatory purposes, including FDA and FTC compliance.

10.2 Indemnification

You agree to indemnify, defend, and hold harmless Dough and its officers, directors, employees, agents, and affiliates from and against all claims, demands, actions, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Your products, brands, formulations, or operations;
(b) Product liability, personal injury, illness, death, or property damage caused by or attributed to your products;
(c) Any FDA warning letter, enforcement action, seizure, injunction, or recall related to your products;
(d) Any FTC enforcement action related to claims, advertising, or marketing of your products;
(e) Consumer complaints, class actions, or state attorney general investigations related to your products;
(f) Your failure to validate, test, or independently verify AI-generated product concepts, formulations, or specifications prior to manufacturing;
(g) Intellectual property infringement arising from your brands, designs, or product concepts;
(h) Your breach of these Terms; and
(i) Any claim by a manufacturer, supplier, or third party arising from your actions or omissions.

10.3 Scope of Indemnification

Your indemnification obligations extend to all claims arising from the product development process, the manufacturing process, and the sale or distribution of products, regardless of whether Dough's Platform was used to generate product concepts, facilitate supplier introductions, or process payments in connection with such products.

11. Termination and Transition Fee

11.1 Termination

You may terminate your account upon written notice. Dough may suspend or terminate access for violations of these Terms or for legal, financial, or operational risk concerns.

11.2 Transition Fee

If you terminate your account and continue to transact with, manufacture through, or otherwise engage any supplier, manufacturer, factory, or service provider introduced, recommended, or facilitated through the Services, you agree to pay a transition fee equal to twenty percent (20%) of your average monthly Net Revenue for the three (3) months preceding termination, with a minimum fee of five hundred dollars ($500).

11.3 No Transition Assistance Without Payment

Dough has no obligation to provide supplier information, data exports, operational handoff, or transition assistance until all amounts owed, including any applicable transition fee, are paid in full.

12. Limitation of Liability

12.1

To the maximum extent permitted by law, Dough's total liability arising out of or related to the Services shall not exceed the greater of (a) the amounts paid by you to Dough in the twelve (12) months preceding the claim or (b) one hundred dollars ($100).

12.2

WITHOUT LIMITING THE FOREGOING, DOUGH SHALL HAVE NO LIABILITY WHATSOEVER FOR: (A) THE SAFETY, QUALITY, EFFICACY, REGULATORY COMPLIANCE, OR FITNESS OF ANY PRODUCT DEVELOPED OR MANUFACTURED THROUGH THE PLATFORM; (B) ANY ACT OR OMISSION OF ANY MANUFACTURER, SUPPLIER, OR OTHER THIRD PARTY; (C) ANY PRODUCT LIABILITY CLAIM, PERSONAL INJURY, ILLNESS, OR DEATH ARISING FROM PRODUCTS CREATED THROUGH THE PLATFORM; (D) THE ACCURACY OR COMPLETENESS OF AI-GENERATED PRODUCT CONCEPTS, FORMULATIONS, SPECIFICATIONS, OR RECOMMENDATIONS; OR (E) ANY REGULATORY ACTION, RECALL, OR ENFORCEMENT PROCEEDING RELATED TO YOUR PRODUCTS.

12.3

IN NO EVENT SHALL DOUGH BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, OR COST OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY.

13. Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. All disputes shall be resolved through binding individual arbitration in New York, New York. Class actions and representative proceedings are waived.

14. Contact

Dough, Inc.
Email: team@dough.do

15. Data Rights and AI Training

15.1 User Content

You may provide or generate data, prompts, text, images, designs, product concepts, brand assets, specifications, supplier communications, performance data, and other materials through the Services ("User Content"). You retain ownership of your User Content, subject to the licenses granted in these Terms.

15.2 Mandatory License to Dough

As a condition of using the Services, you grant Dough a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid, transferable, and sublicensable license to host, store, copy, process, modify, analyze, reproduce, distribute, and otherwise use User Content and all data derived from or generated through your use of the Services ("Service Data") for the purposes of:

(a) providing, maintaining, and improving the Services;
(b) developing, training, fine-tuning, testing, and operating machine learning and artificial intelligence models;
(c) creating aggregated or derived datasets, insights, benchmarks, and analytics;
(d) operating, securing, and enforcing the platform; and
(e) any other internal business purpose of Dough.

15.3 No Compensation or Attribution

You acknowledge and agree that Dough has no obligation to attribute User Content to you or to provide compensation in connection with Dough's use of User Content or Service Data, including for model development or improvement.

15.4 Aggregated and Derived Data

Dough may aggregate, de-identify, or otherwise derive data from User Content and Service Data. Any such aggregated or derived data shall be owned exclusively by Dough and may be used by Dough for any lawful purpose.

15.5 Regulated Data

You agree not to submit any information that is subject to heightened legal protections (including, without limitation, protected health information under HIPAA, payment card data outside of Dough's supported processors, or personal data of minors) unless expressly authorized in writing by Dough. Dough may restrict, suspend, or delete such data in its sole discretion.

15.6 Survival

The rights granted in this Section survive termination of your account and these Terms.

16. Product Development Services

16.1 Product Development Through the Platform

The Platform may facilitate product development services, including formulation development, prototyping, sample production, stability testing, sensory evaluation, and regulatory pathway guidance ("Development Services"), performed by third-party manufacturers and development partners ("Development Partners"). Dough facilitates the introduction and provides the technology platform through which Users and Development Partners transact. Dough does not perform Development Services and is not responsible for the quality, accuracy, safety, or regulatory compliance of any development work performed by Development Partners.

16.2 User as Principal

You are the principal and contracting party in all product development engagements facilitated through the Platform. The Development Services are performed for your account and at your direction. You are responsible for reviewing, approving, and validating all development deliverables, including formulations, prototypes, test results, and specifications, before authorizing commercial manufacturing.

16.3 Development Fees

Development Services are typically charged on a milestone basis as set forth in the applicable Product Development and Manufacturing Services Agreement between you and the Development Partner. Dough collects development fees on your behalf and remits them to the Development Partner, retaining the applicable Product Development Service Fee, if any, as described in Section 4.7.

16.4 No Guarantee of Outcomes

Dough makes no representations or warranties regarding the success, efficacy, scalability, patentability, regulatory approval, or commercial viability of any product developed through the Platform. Product development involves inherent uncertainty, and you acknowledge that formulations may require iteration, products may fail testing, and development timelines may exceed estimates.

16.5 Intellectual Property in Developed Products

Intellectual property rights in products developed through the Platform are governed by the Product Development and Manufacturing Services Agreement between you and the Development Partner. Dough does not claim ownership of product formulations, recipes, or specifications developed for you by a Development Partner, except as set forth in Section 15 (Data Rights and AI Training) with respect to aggregated and derived data.

16.6 Validation Responsibility

You are solely responsible for independently validating all product development deliverables prior to authorizing commercial manufacturing. This includes, without limitation, engaging qualified food scientists, regulatory consultants, or other professionals to review formulations for safety, stability, regulatory compliance, allergen risks, and fitness for intended use. Your failure to perform adequate validation does not create any liability for Dough.

17. Disclaimer of Warranties

17.1

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, DOUGH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

17.2

WITHOUT LIMITING THE FOREGOING, DOUGH MAKES NO WARRANTY OR REPRESENTATION THAT:

(a) ANY PRODUCT CONCEPT, FORMULATION, SPECIFICATION, OR RECOMMENDATION GENERATED THROUGH THE PLATFORM IS SAFE, EFFECTIVE, ACCURATE, COMPLETE, OR COMPLIANT WITH APPLICABLE LAW;
(b) ANY MANUFACTURER OR DEVELOPMENT PARTNER IN DOUGH'S NETWORK WILL PERFORM SATISFACTORILY OR IN COMPLIANCE WITH APPLICABLE LAW;
(c) PRODUCTS DEVELOPED OR MANUFACTURED THROUGH THE PLATFORM WILL BE FIT FOR THEIR INTENDED PURPOSE, FREE FROM DEFECTS, OR COMMERCIALLY VIABLE;
(d) COST ESTIMATES, TIMELINES, OR PROJECTIONS PROVIDED THROUGH THE PLATFORM WILL BE ACCURATE; OR
(e) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

17.3

YOU ACKNOWLEDGE THAT YOU ARE USING THE PLATFORM AT YOUR OWN RISK AND THAT DOUGH'S ROLE IS LIMITED TO PROVIDING TECHNOLOGY TOOLS AND FACILITATING INTRODUCTIONS.