Terms of Service

To access the Platform, you must create an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately if you suspect unauthorized access to your account.

You may not share your account credentials with third parties, create accounts under false names, or register multiple accounts for the purpose of circumventing these Terms.

The specific commercial terms governing your subscription — including the subscription term, monthly software fee, per-order fee rate, setup fee, payment schedule, renewal terms, and cancellation rights — are set forth in the signed order form, statement of work, or proposal document executed between you and Branded Bites (the "Order Form"). These Terms incorporate and are subject to your Order Form. In the event of a conflict between these Terms and your Order Form, the Order Form controls with respect to commercial terms.

Typical Fee Structure

As of the date of these Terms, our standard pricing includes: (a) a monthly Platform subscription fee; (b) a per-order fee (as a percentage of order value) that includes standard credit and debit card processing; and (c) a setup and onboarding fee. Delivery fees, chargebacks, refund processing fees, premium payment method costs, and custom development are typically separate. Your Order Form will specify the exact rates applicable to your account.

Payment

You authorize us to charge the payment method on file for all fees due under your Order Form. Monthly fees are billed in advance. Per-order fees are typically billed in arrears on a monthly basis. All fees are non-refundable except as expressly stated in your Order Form or as required by law. We reserve the right to suspend your account if payment is not received within 10 days of the due date.

Price Changes

We may change our standard pricing with at least 30 days' advance written notice. Price changes will take effect at your next renewal unless you cancel before the renewal date in accordance with your Order Form.

Taxes

You are responsible for all applicable taxes, levies, or duties related to your purchase of the Services, excluding taxes based on our net income.

You agree to use the Services only for lawful purposes and in compliance with these Terms. You agree not to:

• Use the Services to transmit unsolicited commercial communications, spam, or messages in violation of the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, or applicable state laws.
• Upload or transmit content that is defamatory, obscene, fraudulent, or that infringes the intellectual property rights of any third party.
• Use the Services to collect or process payment card data in violation of PCI-DSS standards.
• Attempt to gain unauthorized access to any part of the Services or to another customer's account.
• Reverse engineer, decompile, or disassemble any part of the Services.
• Use the Services to conduct any activity that violates applicable federal, state, or local law or regulation.
• Use the Services in connection with the sale of illegal products, controlled substances, or items that require a license you do not hold.
• Misrepresent your restaurant, menu, pricing, or promotional offers to customers in a way that is deceptive or misleading.
• Use AI features of the Platform to generate and publish content that is materially false, that impersonates a person or entity, or that constitutes prohibited advertising under applicable law.

The Branded Bites Platform enables restaurants to send SMS and email marketing messages to their guests. As the restaurant using these features, you are the Sender under applicable law and bear full responsibility for compliance with:

• The Telephone Consumer Protection Act (TCPA) and FCC regulations, including obtaining prior express written consent before sending marketing texts.
• The CAN-SPAM Act and applicable state email marketing laws.
• Carrier requirements for 10DLC (10-digit long code) and short code messaging, including maintaining an approved campaign registration.
• All applicable state laws governing commercial communications, including those of states in which your customers reside.

Branded Bites provides technical infrastructure for message delivery and tools to manage opt-ins and opt-outs. We do not independently verify that your customer consent records satisfy legal requirements. We reserve the right to suspend your messaging capabilities if we receive evidence of non-compliant messaging practices. See our SMS and Messaging Terms for additional details applicable to end consumers.

The Branded Bites Platform integrates with third-party services including Toast (POS), Uber Direct (delivery), DoorDash Drive (delivery), Apple App Store, Google Play Store, and our payment processor. Your use of these integrations is also subject to the terms and policies of the applicable third party. Branded Bites is not responsible for the availability, accuracy, or conduct of any third-party service.

Toast, Uber, DoorDash, Apple, and Google are independent companies that operate their own platforms. Branded Bites is not affiliated with, endorsed by, or a partner of these companies in any manner that creates joint liability. References to these companies on our website are for descriptive purposes only. See our Disclaimer for further detail.

Availability of specific integrations depends on the applicable third party's program requirements, geographic availability, and approval of your restaurant. We cannot guarantee that any particular integration will remain available.

The Branded Bites Platform includes AI-powered features for analytics, campaign content generation, customer segmentation, and related functions. By using these features, you acknowledge that:

• AI-generated outputs (including suggested SMS copy, email content, menu descriptions, and campaign recommendations) are suggestions only. You are solely responsible for reviewing, editing, and approving any AI-generated content before it is published or sent to your guests.
• AI-generated outputs may be inaccurate, incomplete, or inappropriate for your specific restaurant. Branded Bites does not warrant the accuracy, quality, or fitness of AI outputs for any purpose.
• You will not use AI features to generate content that is deceptive, misleading, discriminatory, or in violation of applicable law.
• We may use aggregated and de-identified data from your use of AI features to improve our models and Platform features, in accordance with our Privacy Policy.

The Branded Bites Platform can include a custom branded mobile app for your restaurant, available on iOS and Android.

• Default publishing: By default, your app is published under the Branded Bites LLC developer accounts on the Apple App Store and Google Play Store. Branded Bites is the developer of record and is responsible for App Store and Play Store compliance.
• Restaurant-owned account publishing: Restaurant-owned Apple and Google developer account submission is available for an additional fee. If you choose this option, you become the developer of record and are solely responsible for compliance with Apple Developer Program License Agreement, Google Play Developer Distribution Agreement, and all App Store and Play Store policies.
• App Store compliance: Regardless of whose developer account is used, your restaurant's content (menu items, promotional copy, imagery, and descriptions) must comply with Apple App Store Review Guidelines and Google Play Policies. You represent that your content does not violate any third-party rights or applicable law.
• App removal: We reserve the right to remove or modify your app in response to a valid App Store or Play Store compliance notice. We will provide you with reasonable notice and an opportunity to cure where practicable.

You retain all rights to the data you upload to or create in the Platform, including your menu, restaurant content, and customer data. By using the Platform, you grant us a limited, non-exclusive license to access and process your data solely to provide and improve the Services.

With respect to personal data of your guests, you are the controller and Branded Bites is the service provider. Our handling of that data is governed by the Data Processing Addendum. You represent and warrant that you have a lawful basis to provide guest data to the Platform and that you have obtained all necessary consents, including TCPA-compliant consent for SMS marketing.

Upon termination of your account, we will provide you with a reasonable opportunity to export your data. Following export or expiration of the export window, we may delete your data in accordance with our Privacy Policy.

The Branded Bites Platform, website, software, design, trademarks, and all associated intellectual property are owned by or licensed to Branded Bites and are protected by copyright, trademark, patent, and other laws. You may not copy, modify, distribute, sell, or lease any part of the Services without our written permission.

Your restaurant name, logo, menu content, and other materials you upload to the Platform remain your property. By uploading them, you grant us a limited license to use them to operate the Platform for your restaurant.

If you provide feedback or suggestions about the Services, you grant us a perpetual, irrevocable, royalty-free license to use that feedback without restriction or compensation to you.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO BRANDED BITES IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitation may not apply to you.

You agree to indemnify, defend, and hold harmless Branded Bites and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of or access to the Services in violation of these Terms.
• Your restaurant's content, including menu items, promotional claims, and marketing messages, including any third-party intellectual property infringement claims.
• Your violation of any applicable law, including the TCPA, CAN-SPAM Act, or state privacy laws.
• Any dispute between you and your guests related to food quality, delivery, orders, or refunds.
• Your use of AI-generated content without adequate review, or any claim arising from AI-generated output you published.

Binding Arbitration

Except as described below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including the determination of the scope or applicability of this arbitration agreement, shall be determined by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, in Chicago, Illinois. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.

Class Action and Jury Trial Waiver

YOU AND BRANDED BITES EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND BRANDED BITES EACH WAIVE ANY RIGHT TO A JURY TRIAL.

Exceptions

The following claims are excluded from binding arbitration: (a) claims for injunctive or other equitable relief to prevent the actual or threatened violation of intellectual property rights; and (b) any claim that applicable law expressly provides cannot be arbitrated. Either party may bring qualifying claims in small claims court instead of arbitration, as long as the matter remains in small claims court.

Opt-Out

You may opt out of the arbitration agreement by sending written notice to 444 W Lake St, Chicago, IL 60606 or to legal@brandedbites.app within 30 days of first agreeing to these Terms. Your notice must include your name, the email address associated with your account, and a clear statement that you are opting out of arbitration. If you opt out, disputes will be resolved in the state courts of Cook County, Illinois, or the United States District Court for the Northern District of Illinois.

Governing Law

These Terms are governed by the laws of the State of Illinois, without regard to conflict of law principles. For any matters not subject to arbitration, you consent to exclusive jurisdiction and venue in the state courts of Cook County, Illinois, or the United States District Court for the Northern District of Illinois.

Time Limitation

Any claim arising under these Terms must be brought within one (1) year of the event giving rise to the claim, or it is permanently barred.

Either party may terminate the Services by following the cancellation process specified in the Order Form. We may suspend or terminate your account immediately, without notice, if: (a) you materially breach these Terms or your Order Form and fail to cure within 10 days of notice; (b) you become insolvent or file for bankruptcy; (c) we determine, in our reasonable judgment, that your continued use poses a risk to the security or integrity of the Services or to other customers; or (d) we are required to do so by law.

Upon termination, your right to access and use the Services ends. Sections that by their nature should survive (Fees, Intellectual Property, Warranty Disclaimer, Limitation of Liability, Indemnification, Dispute Resolution, and General Provisions) will survive termination.

• Entire agreement: These Terms, your Order Form, and any other agreements incorporated by reference (including the Privacy Policy, Cookie Policy, and Data Processing Addendum) constitute the entire agreement between you and Branded Bites regarding the Services and supersede all prior agreements.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force.
• Waiver: Our failure to enforce any provision of these Terms does not waive our right to enforce it later.
• Assignment: You may not assign these Terms or any of your rights under them without our prior written consent. We may assign these Terms without restriction.
• Notices: Notices to us must be sent to ${company.address} or ${company.legalEmail}. Notices to you will be sent to the email address associated with your account.
• Force majeure: Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, or internet outages.
• Relationship: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship.
• Changes to Terms: We may update these Terms from time to time. We will provide at least 30 days' notice of material changes to existing customers. Continued use of the Services after the effective date of updated Terms constitutes acceptance.

For questions about these Terms, contact us at legal@brandedbites.app or write to us at 444 W Lake St, Chicago, IL 60606.