Terms & Conditions.

Last Updated: March 26, 2026

Welcome to vGrubs. These Terms and Conditions (“Agreement”) govern access to and use of the vGrubs platform, software, integrations, delivery infrastructure (vDrive), ordering systems (vOrders), virtual restaurant programs, automation tools, and related services (collectively, the “Service”) provided by vGrubs (“vGrubs,” “we,” “us,” or “our”). By accessing or using the Service, you agree to be bound by this Agreement. If you do not agree, you must not access or use the Service.

This Agreement is a binding legal contract between vGrubs and any restaurant, operator, franchisee, entity, or individual using the Service (“Restaurant”). If you accept this Agreement on behalf of a business or location, you represent and warrant that you have authority to bind that entity. Any owner, officer, manager, employee, franchisee, or representative who registers for the Service, logs into the platform, fulfills orders, accepts payouts, uses provided equipment, or otherwise continues use of the Service is deemed authorized to bind the Restaurant to this Agreement.

vGrubs provides infrastructure that enables restaurants to manage marketplace integrations, operate virtual restaurant brands, synchronize menus, route orders into point-of-sale systems, process direct orders, centralize delivery channels, and access dispatch through the vDrive network. vGrubs may modify, expand, suspend, or discontinue any aspect of the Service at any time without prior notice.

vGrubs does not guarantee any minimum order volume, delivery availability, marketplace ranking position, platform acceptance, advertising performance, integration uptime, POS synchronization success, revenue, profitability, or business outcome. Restaurant acknowledges that marketplace visibility, customer demand, delivery availability, internet connectivity, POS behavior, and third-party platform policies are outside the control of vGrubs.

Restaurant agrees to prepare orders accurately, maintain correct menus and pricing, comply with all applicable food safety laws and regulations, ensure proper packaging and labeling, maintain stable internet connectivity, and actively monitor incoming orders across all channels including marketplace dashboards, tablets, printers, and POS queues. Automation, routing tools, or POS injection do not replace the Restaurant’s responsibility to monitor orders.

Restaurant is solely responsible for food preparation, ingredient sourcing, substitutions, labeling accuracy, allergen disclosures, cross-contamination prevention, packaging integrity, expiration compliance, and regulatory compliance. vGrubs does not prepare, inspect, store, label, package, or verify food and assumes no responsibility for food safety or allergen-related claims. Restaurant agrees to indemnify and hold harmless vGrubs from any claims arising from food preparation or service.

Third-party delivery platforms operate independently of vGrubs. vGrubs is not responsible for any actions taken by such platforms, including account suspension, listing removal, menu rejection, ranking changes, delivery zone adjustments, commission changes, refunds, customer credits, withheld funds, payment delays, promotional deductions, or policy modifications. Customer refunds issued by delivery platforms due to missing items, substitutions, delays, cancellations, customer complaints, quality concerns, or platform decisions may be deducted from Restaurant payouts regardless of whether the refund decision originated from the Restaurant.

Restaurants participating in the vGrubs Virtual Restaurant Program agree that compensation is based on fifty percent (50%) of Net Profit calculated as gross revenue received from delivery platforms minus commissions, refunds, promotional costs, marketing expenses, packaging costs, processing fees, equipment costs, and operational expenses incurred in connection with the brand. vGrubs retains sole discretion over pricing, promotions, menu adjustments, operational decisions, and expense allocation. Accounting determinations are final and binding absent manifest mathematical error or fraud, and payout statements are deemed accepted unless disputed within seven (7) days.

Restaurant may elect to participate in virtual restaurant brands operated or licensed by third-party brand owners that are not owned or controlled by vGrubs (“Third-Party Virtual Brand Providers”). Restaurant acknowledges that such providers independently control brand standards, menus, marketing requirements, pricing rules, royalty structures, intellectual property policies, and payout terms. vGrubs is not responsible for disputes relating to licensing terms, royalties, compliance requirements, menu enforcement, removal from programs, intellectual property claims, performance expectations, or payment timing. Restaurant agrees that all issues relating to such brands must be directed to the applicable brand owner, although vGrubs may assist in facilitating communication. Any deductions, royalties, penalties, or adjustments imposed by third-party virtual brand providers may be passed through to Restaurant where applicable.

The vOrders service enables restaurant-branded online ordering websites operated through infrastructure controlled by vGrubs. vGrubs retains ownership of ordering systems, routing infrastructure, backend integrations, and any domains purchased by vGrubs, while Restaurant retains ownership of its trademarks. Orders processed through vOrders are subject to a ten percent (10%) service fee plus processing fees of three percent (3%) plus fifty cents ($0.50) per transaction.

Restaurants using the vDrive delivery service acknowledge that delivery pricing may change based on distance, availability, operational costs, or network conditions. Restaurant remains responsible for packaging quality, preparation timing, and order accuracy prior to driver pickup. vGrubs is not responsible for food condition after pickup.

By enrolling in or using vDrive, Restaurant authorizes vGrubs to initiate electronic debits from the bank account provided during onboarding, or any replacement account later provided, to recover failed credit card charges, delivery fees, negative balances, chargebacks, adjustments, returned transactions, administrative costs, or other unpaid obligations related to the Service. This authorization constitutes prior written authorization under applicable ACH Network Rules and remains effective until all outstanding obligations are satisfied, including after termination.

Restaurant remains fully responsible for any negative balance arising from refunds, chargebacks, marketplace adjustments, equipment costs, marketing costs, unpaid service fees, or other financial obligations. vGrubs may recover such amounts by charging payment methods on file, initiating ACH transfers, offsetting future payouts, suspending services, referring balances to collections, or pursuing legal enforcement. Restaurant agrees to reimburse vGrubs for reasonable attorneys’ fees and recovery costs.

All tablets, printers, and related equipment provided by vGrubs remain the exclusive property of vGrubs and must be returned within seven (7) days following termination or written request. Failure to return equipment permits vGrubs to charge replacement value, shipping costs, handling fees, and legal recovery costs. Equipment may not be modified, resold, transferred, unlocked, reverse engineered, or used outside the Service.

vGrubs may provide integrations with third-party point-of-sale systems (“POS Systems”) to transmit, inject, route, or synchronize orders. Restaurant acknowledges that POS Systems are operated by independent third parties outside vGrubs’ control. vGrubs does not guarantee uninterrupted or error-free order transmission and is not responsible for missing orders, delayed orders, duplicate orders, modifier errors, pricing discrepancies, printer failures, webhook failures, middleware disruptions, synchronization delays, or connectivity interruptions arising from POS Systems or related infrastructure. Restaurant remains responsible for monitoring all order channels regardless of whether POS injection is enabled.

vGrubs may assist with synchronizing menus between POS Systems and ordering platforms; however, Restaurant remains solely responsible for verifying pricing accuracy, modifiers, availability, taxes, and menu structure across all environments. vGrubs is not liable for discrepancies resulting from POS configuration errors, caching delays, synchronization failures, or third-party system behavior.

Order printers and notification hardware are supplemental convenience tools and must not be relied upon as the sole order monitoring mechanism. vGrubs is not responsible for missed orders resulting from printer failures, connectivity interruptions, paper shortages, hardware malfunction, or device misconfiguration.

Restaurant authorizes vGrubs to access, manage, configure, and maintain marketplace accounts, POS integrations, ordering platforms, and related credentials as necessary to operate the Service. Restaurant agrees not to revoke such access during the term without coordination with vGrubs and acknowledges that credential changes initiated by Restaurant may disrupt operations for which vGrubs is not responsible.

Restaurant agrees to maintain stable internet connectivity and internal network availability. vGrubs shall not be liable for missed or delayed orders resulting from router failures, firewall restrictions, bandwidth limitations, Wi-Fi interruptions, power outages, or local network configuration issues.

Restaurant agrees to keep confidential all non-public information received from vGrubs, including payout formulas, pricing structures, menus, virtual brand concepts, routing logic, integrations, vendor relationships, and operational methods. These confidentiality obligations survive termination.

During the term of this Agreement and for twenty-four (24) months following termination, Restaurant shall not replicate, commercialize, license, copy, reproduce, transfer, or operate any virtual brand, delivery workflow, technology configuration, menu structure, or operational system introduced by vGrubs.

Restaurant acknowledges that vGrubs invests substantial resources in building and maintaining the vDrive delivery network and agrees that during the term of this Agreement and for twenty-four (24) months thereafter it shall not solicit, recruit, contract with, compensate outside the platform, redirect deliveries to, or otherwise engage any driver, courier, dispatcher, or delivery provider introduced through vDrive. Each violation constitutes a separate material breach of this Agreement.

Restaurant further agrees that during the term of this Agreement and for twenty-four (24) months following termination it shall not solicit or hire employees, contractors, vendors, referral partners, or service providers introduced through vGrubs.

Restaurant agrees to maintain general liability insurance coverage of at least $1,000,000 per occurrence and $2,000,000 aggregate and to name vGrubs as an additional insured upon request.

Restaurant authorizes vGrubs to charge any payment method on file and initiate ACH transfers from designated bank accounts to recover unpaid fees, equipment costs, delivery charges, chargebacks, adjustments, or other amounts owed under this Agreement.

vGrubs may immediately suspend access to the Service, disable menus, delay payouts, pause deliveries, or deactivate equipment if fraud is suspected, excessive complaints occur, balances remain unpaid, safety risks arise, operational interference occurs, or legal exposure is reasonably believed to exist. Suspension does not waive termination rights.

To the maximum extent permitted by law, vGrubs shall not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, loss of revenue, reputational harm, business interruption, or customer loss. vGrubs’ total cumulative liability shall not exceed the greater of five hundred dollars ($500) or the total fees paid to vGrubs during the three (3) months preceding the claim.

Restaurant agrees to indemnify and hold harmless vGrubs from any claims, damages, liabilities, losses, or expenses arising from food preparation, labeling errors, allergen exposure, fulfillment issues, packaging failures, regulatory violations, or Restaurant’s use of the Service.

Restaurant consents to receive operational notices, billing communications, legal notices, service alerts, and account communications via email, SMS, phone, or platform notifications, which satisfy any legal requirement for written notice.

vGrubs may terminate access to the Service at any time and for any reason. Provisions relating to payment obligations, confidentiality, indemnification, liability limitations, non-circumvention, dispute resolution, and collection rights survive termination.

Any dispute arising from this Agreement shall be resolved through binding arbitration in New York, New York. Both parties waive participation in class actions. vGrubs shall be entitled to recover reasonable attorneys’ fees and enforcement costs.

This Agreement is governed by the laws of the State of New York. Continued use of the Service after updates to these Terms constitutes acceptance of the revised Terms. These Terms constitute the entire agreement between the parties regarding the Service and supersede all prior understandings.

For questions regarding these Terms, please contact [email protected].