Automenu Platform Terms

Last updated: October 1, 2025

These Platform Terms (together, the "Agreement") are a binding legal contract between the restaurant, food service provider, or other business entity identified on the registration page ("Restaurant Partner," "you," "your") and Automenu, Inc. ("Automenu," "we," "our," "us").

This Agreement governs your access to and use of Automenu’s proprietary software platform, website, web applications, mobile applications, APIs, tools, integrations, and related services (collectively, the "Platform").

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING THE PLATFORM, YOU AGREE TO THESE TERMS. YOU REPRESENT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE RESTAURANT PARTNER WITH THE FULL AUTHORITY TO BIND THE BUSINESS TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PLATFORM.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN DISPUTES DESCRIBED IN SECTION 20, YOU AGREE THAT DISPUTES ARISING UNDER THIS AGREEMENT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THIS AGREEMENT, YOU AND AUTOMENU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

This Agreement incorporates by reference our general Terms of Service, Privacy Policy, and Data Processing Agreement.

Summary of Material Terms
The Automenu Platform
Account Administration and User Roles
Fees, Billing, and Payment
Payment Processing
Platform Usage and Limits
Customer Orders and Payouts
Equipment (Tablets & Printers)
Third-Party Integrations
Tips, Gratuities, and Service Charges
Marketing and Communication Tools
Restaurant Partner Responsibilities
Restaurant Partner Programs
Prohibited Platform Uses
Marketing and Publicity
Data and Intellectual Property
Confidentiality
Term and Termination
Disclaimers, Limitation of Liability, and Indemnification
Governing Law and Dispute Resolution
General Provisions

1. Summary of Material Terms

As provided in greater detail in this Agreement, you acknowledge the following:

The Platform is licensed, not sold to you, and may be used only as set forth in this Agreement.
Your use of the Platform is subject to our Privacy Policy.
The Platform and any provided equipment are provided "AS IS" without warranties of any kind, and our liability to you is limited.
Disputes will be resolved by binding arbitration, and you waive the right to a jury trial and to participate in class actions.

2. The Automenu Platform

Automenu provides a technology Platform that enables Restaurant Partners to manage their online presence, engage with customers, and streamline operations. The Platform may include, but is not limited to, tools for website creation, online ordering, marketing automation, customer relationship management (CRM), integrations with third-party services, and analytics.

3. Account Administration and User Roles

3.1. The Designated Business Representative and Account Information

To create a merchant account, you will be required to provide certain information, which may include the name of a contact person, the legal name of your business, all physical restaurant addresses, email addresses, and valid payment information (e.g., credit card or bank account details). You represent and warrant that all information you provide to Automenu is accurate, complete, and that you will keep it up to date.

While the Platform may allow for multiple users to have an "owner" role with administrative permissions, the Restaurant Partner must designate one individual as the primary legal and billing contact in the account's information section ("Business Representative"). This person is considered by Automenu to be the authorized representative for legal notices and billing matters.

3.2. Changing the Business Representative

To change the designated Business Representative, the Restaurant Partner must follow the formal process outlined within the Platform. Automenu is not responsible for mediating any internal disputes regarding who should be designated as the Business Representative.

3.3. Authorized Staff and Responsibility

The Business Representative and other users with owner-level permissions may invite and grant access to other authorized users, such as managers and staff ("Authorized Staff"). The Restaurant Partner is solely and fully responsible and liable for all actions and omissions of its Business Representative and all Authorized Staff who access the Platform. The Restaurant Partner shall ensure that all such users comply with this Agreement and our general Terms of Service. Any breach of these terms by an Authorized Staff member will be considered a breach by the Restaurant Partner.

4. Fees, Billing, and Payment

4.1. General. You agree to pay all fees associated with your use of the Platform as described on our pricing page or as outlined in a separate subscription plan, order form, or custom agreement with us ("Your Plan"). All fees are non-refundable, except as required by law.

4.2. Subscription Fees. Your access to the Platform is provided on a subscription basis ("Subscription"). Subscription fees are billed in advance on a recurring basis (e.g., monthly or annually). Your Subscription will automatically renew unless you cancel prior to the renewal date.

4.3. Usage-Based and Transactional Fees. In addition to your Subscription fees, we may charge you variable fees based on your usage of the Platform or specific transactions. These may include, but are not limited to:

Payment Processing Fees: As detailed in Section 5.
Delivery Fees: As detailed in the Delivery Services section.
Communication Fees: Fees for SMS and email usage (e.g., per-message fees) if they exceed the limits of Your Plan.
Gift Card Fees: Fees on the sale and/or redemption of gift cards, as outlined in this Agreement and in Your Plan.

4.4. Service Fees. We reserve the right to charge additional service fees, convenience fees, or other charges as outlined in Your Plan. You agree that these Service Fees may be charged either directly to you, or, if configured in Your Plan, passed through and charged directly to your customers as part of their order total.

4.5. Setup and Equipment Fees. We may charge one-time setup fees and recurring or one-time fees for equipment like tablets or printers ("Equipment Fees") as detailed on our pricing page or in your order form. All Setup and Equipment Fees are non-refundable.

4.6. Delinquent Accounts. We may suspend or terminate access to the Platform for any account for which any amount is due but unpaid. In addition to amounts due, a delinquent account will be charged any fees incidental to the collection of unpaid amounts, including chargeback and collections fees. We reserve the right to offset any amounts you owe us against any payments we are due to remit to you.

4.7. Billing and Payment. You authorize Automenu to charge all applicable fees (Subscription, Usage-Based, Service Fees, etc.) to your payment method on file, to deduct them from your payouts, or to debit your connected Stripe account balance. You agree to pay all fees in U.S. dollars. You agree to keep your payment information accurate and current.

4.8. Price Changes. We reserve the right to change our Subscription fees at any time. We will provide you with at least thirty (30) days' notice of any fee changes. Your continued use of the Platform after the fee change constitutes your agreement to pay the modified fee amount.

4.9. Taxes. All fees are exclusive of applicable federal, state, or local taxes. You are responsible for paying all such taxes associated with your Subscription.

5. Payment Processing

5.1. Stripe Connect Account. The Platform includes an integrated payment solution provided by Stripe, Inc. ("Stripe"). To process payments from your customers, you must create a Stripe Connect account that is managed by Automenu. We use Stripe's "direct charges" functionality to process transactions on your behalf. Your use of Stripe's services is subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. By using our payment processing services, you agree to be bound by these Stripe terms.

5.2. Automenu's Role and Fees. Automenu is not a bank, money services business, or payment processor. We are a technology provider that facilitates your access to Stripe's services. Automenu sets the payment processing rates for your account, which may vary based on your Subscription plan or a separate agreement.

5.3. Your Responsibility as Merchant of Record. The Restaurant Partner is the merchant of record for all transactions processed through your Stripe Connect account. You are responsible for providing goods and services to your customers, handling all customer service inquiries, and managing any chargebacks, disputes, or refunds.

5.4. Chargebacks, Disputes, and Refunds. You are solely and fully responsible for all chargebacks, disputes, refunds, and any fines or fees associated with payments processed through your Stripe account. For chargebacks and disputes on your account, Stripe will deduct these amounts directly from your Stripe account balance. You agree to maintain sufficient funds in your Stripe account balance to cover any potential chargebacks, disputes, and associated fees. Automenu is not responsible for mediating payment disputes between you and your customers. You agree to comply with Stripe's terms regarding dispute resolution and to provide all necessary documentation in a timely manner.

5.5. Account Suspension and Termination. You acknowledge and agree that both Automenu and Stripe reserve the right to suspend or terminate your Stripe Connect account at any time, with or without cause or notice. Reasons for suspension or termination may include, but are not limited to, a high rate of chargebacks or disputes, suspected fraudulent or illegal activity, violations of Stripe's policies or this Agreement, or any other activity that we or Stripe deem to be a financial, legal, or reputational risk.

6. Platform Usage and Limits

6.1. General. Your use of the Platform is subject to certain limits and restrictions as defined in your Subscription Plan, within the Platform's documentation, or as we may otherwise establish at our reasonable discretion to ensure the security, stability, and integrity of our services. We reserve the right to change these limits.

6.2. Examples of Potential Limits. These limits may include, but are not limited to, restrictions on:

Account Structure: The number of business locations, staff member accounts, or connected devices associated with your account.
Promotional Activities: The number of customers enrolled in loyalty programs or the number of active promotions you can run simultaneously.
Transactions: Minimum or maximum transaction amounts, the number of transactions per day, or the maximum transaction value per individual customer.
Orders: The minimum or maximum number of items per order.
Delivery: The delivery radius or specific geographic areas eligible for delivery.
Gratuities: Limits on tip amounts or percentages.
Gift Cards: Minimum or maximum gift card purchase or reload amounts, maximum balances per customer, the number of gift cards sold per day, and limits on redemption amounts or frequency.

6.3. Enforcement. We reserve the right to reject any transaction or activity that exceeds these established limits.

7. Customer Orders and Payouts

7.1. Your Responsibility for Orders. You are the merchant of record for every order placed by a customer through the Platform ("Customer Order"). You are solely responsible for fulfilling all Customer Orders and for the accuracy of your pricing information. You acknowledge that the prices charged to the customer are based on the information you provide, and it is your responsibility to keep this information current.

7.2. Payment Collection Authorization. You authorize Automenu and our third-party payment processor (Stripe) to collect payment directly from customers for all Customer Orders on your behalf.

7.3. Payouts. We will remit to you the total amount collected from Customer Orders after deducting all applicable fees and other amounts owed to Automenu (the resulting net amount, the "Payout"). These deductions include, but are not limited to, Subscription Fees, Payment Processing Fees, Delivery Fees, chargebacks, disputes, refunds, fines, and any other fees or charges outlined in this Agreement or Your Plan.

7.4. Payout Schedule and Holds.

Payout Schedule. Payouts will be made according to a schedule determined by us and displayed in your merchant dashboard. We may, at our discretion, offer optional expedited or "instant" payout services for an additional fee.
Holds by Automenu. We reserve the right, in our sole discretion, to place a hold on your Payouts or establish a reserve on your account. Reasons for this may include, but are not limited to, a high rate of chargebacks or disputes, suspected fraud, pending legal or regulatory investigations, or any other activity that indicates a high level of financial risk to Automenu.
Holds by Stripe. You acknowledge that Stripe, as the payment processor, may also independently place holds, delays, or reserves on your account in accordance with the Stripe Connected Account Agreement and Stripe Services Agreement. Automenu is not responsible for any funds held by Stripe, and any disputes regarding such holds must be resolved directly between you and Stripe.

7.5. Your Compliance with Consumer Laws. You are solely responsible for ensuring that your pricing, fees, and the way they are displayed to customers on your website comply with all applicable federal, state, and local laws. This includes consumer protection regulations that may require specific itemization or disclosure of fees (such as California SB 478). While our Platform may offer features to help you with compliance, we do not warrant that these features will cover all legal requirements in all jurisdictions. You should consult with a licensed attorney to ensure your website and pricing are fully compliant.

8. Equipment (Tablets & Printers)

8.1. General. We may provide you with tablets or printers ("Equipment") for use with the Platform. All software on the Equipment is our property and is licensed to you under this Agreement.

8.2. Loaned Equipment. If we loan Equipment to you, it remains our property. You are responsible for the full replacement cost if it is lost, stolen, or damaged. Upon termination of this Agreement, you must return all loaned Equipment to us within ten (10) business days. Failure to do so will result in you being charged the full replacement cost.

8.3. Purchased Equipment. If you purchase Equipment from us, the risk of loss and title pass to you upon our delivery to the carrier. Returns may be accepted within 30 days of receipt, at your own shipping cost.

8.4. Pass-Through Warranty. We will pass through to you any transferable warranty provided by the third-party manufacturer of the Equipment. We provide no separate warranty on the Equipment.

9. Third-Party Integrations

9.1. Delivery Services

The Platform may provide you with the option to offer delivery to your customers. You may choose to use our integrated third-party delivery partners ("Platform Delivery") or to provide delivery yourself ("Self-Delivery"). You are solely responsible for the delivery model you choose.

A. Payment Processing for Delivery Fees

You acknowledge and agree that any delivery fees collected from a customer as part of their order total are considered part of the gross transaction value. As such, these fees are subject to the standard payment processing rates outlined in Section 5 of this Agreement.

B. Platform Delivery Models

Platform Delivery may be offered through one of two models, depending on the integration and your account setup:

1. Partner-Managed Delivery Account: If you connect your own direct account with a delivery provider (e.g., your own DoorDash Drive account) to the Platform, you agree that:

Automenu acts only as a technical intermediary, passing order information between your systems.
You authorize Automenu to display and add any delivery fees you configure to the customer's order total. These collected fees will be passed through to you as part of the transaction amount or as part of your regular payout.
You are solely responsible for all payments, fees, and charges owed to the delivery provider under your direct agreement with them.

2. Automenu-Managed Delivery Account: If you elect to use a delivery provider through Automenu's direct corporate account, you agree that:

You are solely responsible for the full, undiscounted cost of all fees, costs, and charges associated with each delivery order.
The Platform allows you to configure how this fee is allocated between you and your customer (e.g., paid fully by the customer, paid fully by you, or split).
You authorize Automenu to charge the customer their designated portion of the delivery fee as part of the order total.
Your responsibility to pay the full delivery fee is not reduced or waived by any promotions, discounts (such as free or partial delivery offers), or the customer's use of a gift card.
Regardless of the configuration, you remain liable for the entire delivery fee. We will deduct the full cost of the delivery from your payout. If a transaction's value is insufficient to cover the full delivery fee (e.g., due to the use of a gift card, promotional offer, rewards redemption, or a small order size), you authorize Automenu to collect the remaining balance by any of the following means: deducting it from future payouts, debiting your connected Stripe account balance, or charging your payment method on file.

C. General Terms Applicable to All Platform Deliveries

Regardless of the model used, you understand and agree that:

Automenu is a Technology Facilitator Only. We are not a delivery company, and we do not own, operate, or control the delivery partners.
Automenu Has No Liability for Delivery. We are not responsible or liable for any aspect of the delivery service, including the actions of any delivery driver, the timeliness of the delivery, or the condition of the order upon arrival.
Compliance with Delivery Partner Terms. By using Platform Delivery, you agree to comply with the terms and conditions of the applicable delivery partner. It is your responsibility to review and adhere to these terms. If you use DoorDash for delivery, you agree to be bound by the DoorDash Merchant Terms of Service. If you use Uber Direct for delivery, you agree to be bound by the applicable Uber Terms. If you use these services to deliver alcohol, you agree to comply with all additional terms and legal requirements for alcohol delivery.

D. Self-Delivery

If you elect to use your own employees, contractors, or other services to fulfill deliveries ("Self-Delivery"), you represent, warrant, and agree that:

You Are Solely Responsible. You are solely and fully responsible for all aspects of your Self-Delivery operations, including providing the vehicles, managing your drivers, and ensuring a safe and timely delivery to your customers.
You Will Comply with All Laws. You will comply with all applicable laws, rules, and regulations, including but not limited to traffic laws, employment laws, and any requirements for licensing, insurance, and vehicle safety.
Automenu Has No Liability. Automenu has no responsibility or liability whatsoever for your Self-Delivery operations, including any acts or omissions of your drivers, any personal injury or property damage that may occur, or any dispute between you and your customer regarding a delivery. You agree to fully indemnify Automenu for any claims arising from your Self-Delivery services.

9.2. POS and Other Integrations (e.g., Yelp, Google Business Profile)

To integrate with your Point of Sale (POS) system or other third-party accounts, you may need to provide us with login credentials, API keys, or other means of access. You represent and warrant that you are authorized to provide us with this access and you grant Automenu the right to access and process data from these systems for the purpose of providing the Platform services.

10. Tips, Gratuities, and Service Charges

A. Your Responsibility for Gratuities and Other Charges

The Platform may allow you to solicit and accept tips, gratuities, and other service charges from your customers. You are the merchant of record for all such transactions. You are solely and fully responsible for complying with all applicable federal, state, and local laws regarding these charges, including any laws governing the collection, distribution, and reporting of tips to your employees. Automenu is not responsible for, and will not mediate, any disputes between you and your employees or customers regarding these charges.

B. Delivery Driver Tips

When Platform Delivery is used (for either Partner-Managed or Automenu-Managed accounts), the Platform may present the customer with the option to add a tip for the delivery driver. You agree that any tips collected for delivery drivers will be passed through to the applicable delivery partner for distribution to their drivers. Automenu is not responsible for the final distribution or reporting of these tips.

11. Marketing and Communication Tools

11.1. Your Compliance Responsibility. We may provide you with tools to conduct email and SMS marketing campaigns. Automenu provides these tools "as is." You are solely and fully responsible for ensuring that all of your marketing and communication activities comply with all applicable laws and regulations. This includes, but is not limited to:

The Telephone Consumer Protection Act (TCPA) and the CAN-SPAM Act.
Obtaining and managing customer consent ("opt-in") for marketing communications and honoring all opt-out requests.
Completing and maintaining any required carrier registrations, such as A2P 10DLC or Toll-Free Message Verification, for SMS messaging.

11.2. Compliance with Provider Terms. Our marketing tools are powered by third-party providers like Twilio and SendGrid. By using these tools, you agree to comply with their terms and policies, including their acceptable use policies. It is your responsibility to review and adhere to these terms.

11.3. Indemnity for Marketing. You agree to indemnify, defend, and hold Automenu harmless from any and all claims, fines, penalties, and damages arising from your failure to comply with your marketing and communication legal obligations, including any violation of our third-party provider terms.

12. Restaurant Partner Responsibilities

12.1. Order Fulfillment. You will be solely responsible for the quality, safety, preparation, and accuracy of your food, beverages, and menu information. You agree to accurately describe your offerings and fulfill all orders and promises made to your customers. You will prepare and fulfill all orders in a timely manner and in accordance with the order details provided by the customer.

12.2. Food Safety and Legal Compliance. You represent and warrant that you will comply with all applicable laws and regulations, including food safety and handling laws, health codes, and labor laws.

12.3. Tobacco and Alcohol. You may not offer or sell any tobacco products through the Platform. You may not offer or sell any alcoholic beverages through the Platform unless you have entered into a separate alcohol addendum with us and comply with all applicable alcohol-related laws and third-party delivery partner terms.

12.4. Your Own Legal Policies. You are solely responsible for creating, maintaining, and enforcing your own user-facing legal policies, including a Privacy Policy, Terms of Service, and any policies related to ordering, refunds, rewards, or gift cards.

12.5. Americans With Disabilities Act (ADA). Our Platform is designed with accessibility standards in mind. However, you are permitted to make certain design choices (e.g., brand colors, fonts) that could impact your website's accessibility. You are solely responsible for ensuring that your website and its content are compliant with the ADA and any other applicable accessibility laws. Any information we provide on this topic is not legal advice and should not be relied upon as such.

12.6. Credits. We make no warranty as to your eligibility for any tax incentives, such as the Disabled Access Credit. You should consult with a qualified tax professional to determine your eligibility.

13. Restaurant Partner Programs: Promotions, Loyalty, and Gift Cards

13.1. General Responsibility

The Platform may provide you with tools to create and manage promotions, loyalty programs, and gift cards ("Partner Programs"). You are solely and fully responsible for the creation, management, and lawful operation of all Partner Programs you offer.

13.2. Promotions and Loyalty Programs

If you use the Platform to advertise or run a promotion, contest, sweepstakes, or loyalty program, you are fully responsible for its lawful operation. This includes creating official rules, defining offer terms and eligibility, and ensuring compliance with all applicable laws and regulations governing the program and any prizes offered. All promotions must include a complete release of Automenu by participants and an acknowledgment that the promotion is not sponsored by, endorsed by, or associated with Automenu. We will not provide support for your Partner Programs, and you agree that your use of the Platform for these activities is at your own risk.

13.3. Gift Cards

You Are the Issuer. The Platform may enable you to offer and manage gift cards. You, and not Automenu, are the legal issuer of all gift cards sold. We provide the technology to facilitate the sale and management of these cards, but the gift card represents a direct liability between you and the customer.
Legal Compliance. You are solely responsible for complying with all applicable federal, state, and local laws related to your gift cards. This includes, but is not limited to, laws regarding expiration dates, fees, cash refunds, disclosures, and unclaimed property or escheatment requirements (such as tracking, reporting, and remitting unclaimed balances). You represent and warrant that you will remain knowledgeable of and compliant with all such laws.
Operational Rules. You may not impose an expiration date on gift cards or any fees, except as permitted by applicable law. Any unused balance must remain available to the holder until fully redeemed, as required by law.

13.4. Fees and Indemnification for Partner Programs

Fees. All transactions processed through the Platform for Partner Programs, including the sale of gift cards, are subject to the standard payment processing rates outlined in this Agreement, unless otherwise agreed to in writing.
Indemnification. You agree to indemnify, defend, and hold harmless Automenu and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected to your Partner Programs. This includes claims from customers, participants, or government agencies related to the terms, fulfillment, or legal compliance of your promotions, loyalty programs, or gift cards. You are solely responsible for handling all customer service and claims related to your Partner Programs directly with your customers.

14. Prohibited Platform Uses

You will only use the Platform for its intended purpose and in compliance with all applicable laws. You agree that you will not (and will not permit, enable, or assist any of your Authorized Staff or third parties to):

Sell Prohibited Items. Use the Platform to market, sell, or promote any products or services other than food and beverages prepared on-site for sale to the public. You are strictly prohibited from selling illegal goods or services, counterfeit products, regulated items (without proper licensing and our express consent), or engaging in any high-risk activities such as gambling, adult content, or any other activity we deem harmful or inappropriate at our sole discretion.
Resell or Sublicense. Sell, transfer, sublicense, or assign your right to use the Platform to any third party without our express written consent.
Interfere with Security. Remove, disable, damage, circumvent, or otherwise interfere with the security or integrity of the Platform.
Reverse Engineer. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Platform.
Scrape or Mine Data. Use any data mining, robots, or other automated data gathering devices to scrape or copy any data or content from the Platform, other than your own Restaurant Data.
Impose Unreasonable Loads. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
Introduce Malicious Code. Knowingly upload or transmit any file that contains a virus, trojan horse, or other malicious code.
Violate Rights. Use the Platform to infringe on the intellectual property, privacy, or other rights of any third party.
Engage in Illegal Acts. Use the Platform for any unlawful, fraudulent, or harmful purpose or in a manner that could result in complaints, disputes, fines, or other liability to Automenu or others.

15. Marketing and Publicity

15.1. Use of Your Name and Logo. You grant Automenu the right to use your business name and logo in our marketing materials, on our website, and in press releases to identify you as a customer.

15.2. Platform Branding. You agree that Automenu has the right to include its branding, such as the Automenu name, logo, and hyperlinks to our website (e.g., a "Powered by Automenu" reference), on any website, application, or other service we provide to you through the Platform. The placement and appearance of this branding will be reasonable and in line with standard industry practice. You may not modify, obscure, or remove this branding without our prior written consent.

15.3. Marketing Materials. We may provide you with marketing materials (e.g., flyers, decals). You may not modify these materials without our prior written consent.

16. Data and Intellectual Property

16.1. Restaurant Data. You retain all ownership rights to the data you upload or generate on the Platform, including customer lists, menus, and sales data ("Restaurant Data"). You grant Automenu a worldwide, royalty-free, non-exclusive license to access, use, host, and process your Restaurant Data for the limited purpose of providing, maintaining, and improving the Platform services.

16.2. Automenu IP. We retain all rights, title, and interest in and to the Platform, including all underlying software, technology, and intellectual property. This Agreement does not grant you any ownership rights to the Platform.

17. Confidentiality

Each party agrees not to disclose the other party's Confidential Information, except as required by law or to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations.

18. Term and Termination

18.1. Term. This Agreement begins when you create a merchant account and continues as long as you have an active Subscription.

18.2. Termination. You may terminate this Agreement by canceling your Subscription and ceasing all use of the Platform. We may suspend or terminate your access to the Platform at any time if you are in material breach of this Agreement. Upon termination, you remain responsible for any outstanding fees.

19. Disclaimers, Limitation of Liability, and Indemnification

19.1. Disclaimers. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." AUTOMENU EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

19.2. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, AUTOMENU SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES. IN NO EVENT SHALL AUTOMENU'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PLATFORM EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO AUTOMENU IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

19.3. Indemnification. You agree to indemnify, defend, and hold harmless Automenu and its officers, directors, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (i) your access to or use of the Platform; (ii) your Restaurant Data; (iii) your failure to comply with applicable laws; (iv) any claims related to your food, service, operations, or delivery; (v) your breach of this Agreement; and (vi) any dispute between you and your customers.

20. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws rules. Any legal suit, action, or proceeding arising out of this Agreement, including any disputes that are not subject to arbitration, shall be instituted in the federal or state courts located in San Francisco, California. You and Automenu agree to resolve any claims relating to this Agreement through final and binding arbitration, except for claims seeking injunctive relief. YOU AND AUTOMENU AGREE THAT ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

21. General Provisions

21.1. Entire Agreement. This Agreement, together with our general Terms of Service and Privacy Policy, constitutes the entire agreement between you and Automenu and supersedes all prior agreements.

21.2. Amendments. We may modify this Agreement from time to time. We will provide you with notice of material changes via email or through the Platform. Your continued use of the Platform after such notice constitutes your acceptance of the changes.

21.3. Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement without such consent will be null. We may freely assign or transfer this Agreement without restriction.

21.4. Severability and Waiver. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

21.5. No Joint Venture or Third-Party Beneficiaries. This Agreement does not create any partnership, joint venture, or agency relationship between you and Automenu. There are no third-party beneficiaries intended under this Agreement.

21.6. Export Laws. You agree to comply with all applicable U.S. export laws and regulations. You may not use, export, or re-export the Platform in violation of such laws.

21.7. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money) due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, or pandemics.

21.8. Notices. All legal notices, requests, and other communications under this Agreement must be in writing. Notices to Automenu must be sent to legal@automenu.com and also by certified or registered mail, or overnight courier, to the following address:

Automenu Inc.
1 Sansome Street
Suite 3500 #10003
San Francisco, CA 94104
United States

Notices sent by email are deemed given on the date of successful transmission. Notices sent by overnight courier are deemed given one (1) business day after dispatch. Notices sent by certified or registered mail are deemed given three (3) business days after the date of mailing.