Terms & Conditions.

Last Updated: March 8, 2024

Welcome to vGrubs! These Terms and Conditions ("Agreement") govern your use of the vGrubs platform and services ("Service") provided by vGrubs ("we," "us," or "our"). By accessing or using the Service, you agree to be bound by this Agreement and affirm that you are over the age of 13. If you do not agree to this Agreement, you must not use the Service.

Agreement Between You and vGrubs

This Agreement is a legal contract between you and vGrubs regarding your use of the Service. It includes important provisions regarding your legal rights, remedies, and obligations.

Definitions

For the purposes of these Terms and Conditions, the following definitions apply:

"Service" refers to the vGrubs platform and all related services provided by vGrubs, including but not limited to our website, mobile application, and any software provided.

"User" refers to any individual or entity that accesses or uses the Service in any manner, whether registered or not.

"Content" includes, but is not limited to, text, graphics, images, music, software, audio, video, information, menu items, or other materials available through the Service. Content encompasses both material provided by vGrubs and by Users, including but not limited to restaurant menus, descriptions, and pricing information.

"Third-party Delivery Providers" refers to independent contractors or companies, including but not limited to platforms such as Uber Eats, Grubhub, DoorDash, Delivery.com, Seamless, Postmates, ChowNow, and others, partnered with vGrubs to facilitate the delivery of orders placed through the Service.

Introduction

The vGrubs platform connects restaurants with third-party delivery providers to facilitate the ordering and delivery of food.

Use of the vGrubs Platform

You may use the vGrubs platform only for lawful purposes and in accordance with this Agreement. You agree not to engage in any prohibited activities or misuse the platform.

Registration and Account

To use the vGrubs platform, you must register an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

Intellectual Property Rights

The vGrubs platform and its content, including but not limited to text, graphics, logos, and software, are protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works based on the platform or its content without our prior written consent.

User Obligations

Fulfillment of Orders: You agree to fulfill orders placed through the vGrubs platform promptly and in accordance with the specified delivery times and quality standards.

Handling Orders: You are responsible for handling orders accurately and ensuring the correctness of items, quantities, and pricing. Any discrepancies or issues should be promptly reported to us.

Tablet Usage and Maintenance: You are required to use the provided tablet to manage orders and maintain its power and connectivity at all times.

Delivery Handling: You agree to ensure that food is properly packaged, labeled, and handed over to third-party delivery drivers in a timely manner.

Reporting Issues: You should promptly report any issues with orders, delivery drivers, or the vGrubs platform to us for resolution.

Packaging and Marketing Materials: For virtual restaurant delivery orders, you agree to use generic non-branded packaging and refrain from including any marketing materials in the bags that are inconsistent with the virtual brand.

In addition to the obligations previously outlined, users, particularly our restaurant partners, are required to:

Accuracy of Information: Commit to providing accurate, complete, and current information related to restaurant menu items, descriptions, prices, and business hours. It is crucial to promptly relay any updates or corrections to this information to our dedicated Menu Department or Concierge Service. This ensures that the vGrubs platform remains up-to-date and provides our users with reliable and accurate information.

Contacting Menu Department or Concierge: To update or correct information, users should contact our Menu Department or Concierge Service directly. This can be done through the contact methods provided within the Service's interface or as outlined in the Contact Information section of this Agreement. Our team is dedicated to assisting you in maintaining the accuracy of your offerings on the platform.

Compliance with Laws: Adhere to all applicable local, state, federal, and international laws and regulations concerning food preparation, safety, labeling, and delivery. This encompasses compliance with health and safety standards, food handling regulations, and laws related to the advertising and sale of food and beverages.

Intellectual Property: Respect the intellectual property rights of others. Ensure that any content uploaded, including descriptions and images of menu items, does not infringe the copyright, trademark, or other intellectual property rights of third parties.

Interactions with Third-Party Delivery Providers: Conduct professional and courteous interactions with third-party delivery providers. Ensure that food orders are prepared for delivery in a way that upholds the food's quality and integrity, meeting agreed-upon delivery times and packaging standards.

Non-compliance with these obligations may lead to the suspension or termination of your account and access to the Service, at vGrubs' discretion.

Third-party Delivery Providers and Virtual Brands

vGrubs reserves the right to add or remove third-party delivery providers at any time during the term of this Agreement, without the need to notify restaurant partners in advance. This unilateral decision-making is part of our ongoing effort to optimize service quality, coverage, and revenue potential for our partners. This policy applies to both the virtual brands we manage and to traditional brick-and-mortar establishments that partner with us.

Our objective is to enhance the delivery experience for our users and maximize the business opportunities for our restaurant partners by dynamically expanding their delivery network and reach. Integrating new delivery providers, such as Delivery.com, enables access to a broader customer base, potentially increasing order volume and revenue for partnered restaurants.

Payment and Tax Responsibilities

When new third-party delivery providers are added, all revenue received from these providers will be subject to the usual tax responsibilities. Restaurant partners are responsible for all applicable taxes on transactions facilitated by third-party delivery services unless the provider has already deducted such taxes and remitted them to the appropriate taxing authorities.

In instances where a third-party provider disburses payment to vGrubs to be forwarded to our restaurant partners, vGrubs will process these payments and distribute them to the restaurants. The payments will be remitted minus any fees deducted by the providers, and vGrubs will retain a 3% processing fee for handling these transfers. This fee covers administrative costs associated with the payment processing and fund distribution to restaurant accounts.

vGrubs may, at its discretion, inform partners of changes to their third-party delivery options, but such notifications are not guaranteed and may be provided based on operational convenience and strategic considerations. Restaurant partners are urged to maintain their own records and manage their tax submissions in accordance with local laws and regulations, ensuring compliance with all tax obligations.

References to Third-Party Delivery Platforms

vGrubs utilizes references to third-party delivery platforms such as Uber Eats, Grubhub, and DoorDash within our app and marketing materials purely for informational and operational purposes. These references are intended to inform users about the availability of services and to facilitate the ordering process through these platforms. It's important to note that Uber Eats, Grubhub, and DoorDash are independent entities owned by their respective companies, and vGrubs does not claim any ownership or exclusive partnership with these platforms. Our use of their names and services within the vGrubs app and related materials is with the understanding that they are recognized providers in the delivery industry, and their mention is meant to enhance the user experience by offering a broad range of delivery options. vGrubs maintains a cooperative relationship with these and other delivery platforms to expand our service offerings and provide comprehensive delivery solutions to our users and restaurant partners.

Accuracy of Menu Prices on Third-party Delivery Platforms

While vGrubs endeavors to ensure that all menu items and pricing information provided to third-party delivery platforms are accurate and up to date, we recognize that discrepancies may occur. vGrubs is not liable for any inaccuracies in menu prices listed on third-party delivery provider portals. It is the responsibility of our restaurant partners to review their menu listings on such platforms regularly and notify vGrubs immediately of any inaccuracies or discrepancies in pricing or menu items. Upon notification, vGrubs will make all reasonable efforts to update the incorrect information promptly. This proactive approach ensures that potential impacts on the restaurant's operations and customer satisfaction are minimized. Restaurant partners agree to collaborate with vGrubs in maintaining the accuracy of menu information to uphold the integrity of the service provided to customers.

Payments and Remittance for Virtual Brands and Brick-and-Mortar Operations

In regard to payment processing and remittance for both virtual brands and traditional brick-and-mortar operations partnered with vGrubs, we adhere to distinct protocols to ensure clarity, transparency, and efficiency in financial transactions.

Virtual Brands: For virtual brands managed by vGrubs, payments for orders placed through third-party delivery providers will be remitted to our restaurant partners based on a predetermined schedule, mutually agreed upon at the outset of our partnership. This structured approach aims to provide our partners with a consistent and predictable revenue stream from their virtual brand operations, facilitating easier financial planning and management.

Brick-and-Mortar Establishments: In instances where additional delivery providers are integrated into the service offerings of brick-and-mortar establishments that partner with vGrubs — particularly those not previously utilized by the restaurant — the payment remittance approach is designed to ensure direct financial benefits to the restaurant. Specifically, for these added providers that are directly attributed to the restaurant's operations, payments will be processed as a 'pass-through' directly to the restaurant's bank account. This means that the entirety of the revenue generated from orders via these new providers will be directly transferred to the restaurant, minus any applicable service fees charged by the delivery platform itself.

This bifurcated payment processing framework is established to cater to the distinct needs and operational models of virtual brands versus traditional restaurant establishments. For newly added delivery providers serving brick-and-mortar restaurants, our goal is to ensure that the financial benefits of expanded delivery services are fully realized by our restaurant partners, with vGrubs acting as a facilitator to broaden your delivery network and enhance your restaurant's revenue potential without imposing additional financial burdens.

Insurance Requirements

To safeguard both our partners and ourselves, you are obligated to obtain and maintain, at your own expense, comprehensive general liability insurance, workers' compensation insurance, and any other pertinent forms of insurance in amounts that meet or exceed the minimum standards set by the industry. This insurance must cover any potential claims or damages that may arise in connection with your use of the vGrubs platform or the services provided therein. Proof of such insurance, showing vGrubs as an additional insured, must be furnished upon our request.

Virtual Restaurant Development and Branding

vGrubs is committed to supporting the growth and success of our partners by providing comprehensive services that include the development of virtual restaurant brands, customized menus, and branding concepts tailored to meet the unique needs of each partner. These services are designed to expand your restaurant's reach and enhance its presence on various delivery platforms, ensuring a mutually beneficial relationship. All brand developments, menu customizations, and branding concepts will be agreed upon mutually in writing, including through electronic communication.

Promotions and Pricing

vGrubs may run promotions and marketing campaigns that may impact your per-item pricing during such promotions.

Payment to the Restaurant

Payments for orders will be made to you via ACH transfers on a weekly basis.

Company will deduct the services fees, marketing costs, tablet/printer fees and third party fees from the payments received from the delivery platforms for orders from each applicable VR brand, and remit the remaining amount to the restaurant as payment for restaurants’s order fulfillment services. All costs and fees shall be deducted from the proceeds of the sales on the delivery platforms. Restaurant is responsible for remitting any sales taxes to the applicable government agencies within their jurisdiction. Company shall disburse the proceeds after deducting applicable costs and fees to restaurant every week.

Liability Protection

You agree that vGrubs shall not be liable for any damages arising from the restaurant or its patrons utilizing 3rd party delivery platforms. You also agree to hold vGrubs harmless in the event of any harm caused by third-party delivery drivers. You must maintain proper business insurances.

Disruption of Service

vGrubs shall not be liable for any damages resulting from disruptions in service by third-party delivery providers.

Internet Connection Requirement

The use of the vGrubs platform requires an active and stable internet connection.

Tablet Power and Connectivity

The tablet provided by vGrubs must have continuous power supply and remain plugged in at all times.

Concierge Usage and Health Standards

You must not abuse the concierge service and should provide food to clients that adhere to all health and safety standards.

Ownership of Content and Marks

The vGrubs platform and its content, including trademarks and logos, are owned or controlled by vGrubs and protected by copyright and trademark laws.

Exclusivity and Non-Circumvention

During the term of this Agreement, you agree to appoint vGrubs as the sole and exclusive provider for the services outlined in this agreement. You acknowledge the investment vGrubs makes in marketing and developing products and services under the Brands and agree not to directly or indirectly engage in or support the creation, marketing, or sale of similar services or products that compete with the Brands without prior written consent from vGrubs.

Publicity

You grant vGrubs the right to use your restaurant's name, trademarks, logos, and related branding materials in our marketing efforts, website content, and promotional materials to highlight our partnership and the services provided under the Brands. This collaboration aims to enhance visibility and mutual growth, ensuring any goodwill generated benefits both parties.

Your Representations and Warranties

By using the vGrubs platform, you represent and warrant that you have the legal capacity to comply with this Agreement and that your use of the platform will not violate any laws or regulations.

Refund Policy

All purchases made through the vGrubs platform are non-refundable. You can cancel your subscription at any time, and the cancellation will take effect at the end of the current paid term. Restocking fee of $50 applies for any tablet return.

Tablet Replacement Policy

If the tablet provided by vGrubs is lost, damaged, or misused, you may obtain a replacement for a $150 fee, subject to the terms specified in the Tablet Replacement Policy.

Unsatisfied with Services

If you are unsatisfied with our services, please contact us at [email protected] or (US)(818)-600-7488.

Prohibited Activities

You agree not to engage in any prohibited activities, including unauthorized use of the platform, automated use, harassment of others, or violation of applicable laws or regulations.

Mobile Application License

If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an "App Distributor") to access the Site: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor's terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist supporting" country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.

Sales Referral Program

vGrubs invites individuals or entities ("Referral Partners") to participate in our Sales Referral Program. This program is designed to encourage the introduction of new restaurant partners to the vGrubs platform under the following framework:

Program Access: Participation in the Sales Referral Program is contingent upon acceptance into the program and compliance with its terms, which are fully detailed within the vGrubs sales app. vGrubs retains sole discretion over acceptance into the program.

Referral Submission: Referral Partners may submit potential restaurant partners to vGrubs exclusively through the designated functionalities provided within the vGrubs sales app. Eligible referrals must represent new potential clients not previously in contact with vGrubs or submitted by another Referral Partner.

Commission Details: Specifics regarding commission rates, qualifying criteria for referred restaurants, and any other financial incentives will be outlined within the vGrubs sales app. Referral Partners must refer to the app for the most current program details and requirements.

Payment of Commissions: Earned commissions will be disbursed as detailed within the vGrubs sales app, adhering to the timelines and methods specified therein.

Professional Conduct: Referral Partners are expected to uphold the highest standards of professionalism, abide by all relevant laws and regulations, and safeguard vGrubs' proprietary and confidential information accessed through their participation in the program.

Program Modification: vGrubs reserves the right to modify, suspend, or terminate the Sales Referral Program at its discretion. Any changes will be communicated through the vGrubs sales app.

By engaging with the Sales Referral Program, Referral Partners agree to be bound by the terms and conditions as specified within the vGrubs sales app, in addition to the overarching Terms and Conditions of the vGrubs platform.

Age Restriction

The Site is intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Site.

Reservation of Rights

We reserve the right to refuse service to any individual or restaurant for any reason or no reason, at our sole discretion.

Privacy and Data Protection

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and protect your personal information. By using the Service, you consent to the data practices described in the Privacy Policy.

vGrubs is committed to protecting the privacy and security of our users' personal information. Our Privacy Policy, which is incorporated by reference into these Terms and Conditions, outlines our practices concerning the collection, use, storage, and protection of your personal data. By using the Service, you acknowledge you have read, understood, and agreed to the terms of our Privacy Policy, and you consent to the data practices described therein.

Key aspects include:

Data Collection and Use: We collect information necessary to provide the Service, including but not limited to, user registration details, transaction history, and interaction data. This information is used to enhance the Service, process transactions, and communicate with you.

Data Sharing and Disclosure: Information may be shared with third-party delivery providers and other partners to the extent necessary for providing the Service. We will not sell, rent, or share personal information with third parties for their direct marketing purposes without your explicit consent.

User Rights and Controls: Depending on your jurisdiction, you may have certain rights regarding your personal data, such as the right to access, correct, or delete your personal information, as well as the right to object to or restrict certain processing activities. Our Privacy Policy provides detailed information on how to exercise these rights.

Data Security: We implement appropriate technical and organizational measures to protect the security of your personal information against unauthorized or unlawful processing, accidental loss, destruction, or damage.

International Transfers: Personal information may be transferred to, and processed in, countries outside of your country of residence, which may have different data protection laws. We take steps to ensure that the data is transferred in accordance with this Agreement and as permitted by applicable data protection laws.

Contact Information for Privacy Inquiries: Should you have any questions or concerns about our privacy practices or wish to exercise your rights, please contact our Data Protection Officer at [email protected].

Please refer to our Privacy Policy for a more detailed explanation of our data protection practices. Changes to our Privacy Policy will be communicated through the same channels as changes to these Terms and Conditions.

Termination for Violation

We reserve the right to terminate or suspend the account of any user or restaurant that violates this Agreement or engages in fraudulent or unauthorized activities on the platform.

Right to Modify Terms

vGrubs reserves the right, at our sole discretion, to modify or update these Terms and Conditions at any time. The most current version of the Terms will supersede all previous versions. We will indicate at the top of the Terms and Conditions the date they were last updated.

When changes are made, we will update the "Last Updated" date at the top of this document. We encourage all users to review the Terms and Conditions periodically to stay informed of our updates.

Your continued use of the vGrubs platform after the date of any updates or changes to the Terms and Conditions constitutes your acceptance of the new terms. If you do not agree with the modifications, you should stop using the vGrubs platform immediately.

Compliance with Laws

Restaurants using the vGrubs platform are responsible for compliance with all applicable laws, regulations, and licensing requirements related to food preparation, handling, and delivery.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to circumstances beyond its reasonable control, including, but not limited to, acts of God, natural disasters, pandemics, wars, terrorism, governmental actions, or technological failures that impact the Service or its infrastructure. In the event of such a force majeure, the affected party shall promptly notify the other party of the situation and make all reasonable efforts to resume performance of its obligations as soon as possible.

Should a force majeure event extend beyond a period of 60 days, either party may terminate this Agreement by providing written notice to the other party, without any further liability.

No Agency Relationship

This Agreement does not create any agency, partnership, employment, or joint venture relationship between vGrubs and restaurants. The restaurants are independent contractors and not employees or agents of vGrubs.

Severability

If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable for any reason by any court of competent jurisdiction, such provision shall be modified to the extent necessary to make it enforceable while maintaining its intent as closely as possible. If such modification is not possible, the provision shall be severed from these Terms and Conditions, and the remaining provisions will continue in full force and effect as if the Agreement had been executed without the unenforceable provision.

Dispute Resolution

Disputes under this Agreement will first be resolved through informal negotiation. Unresolved disputes will be settled by binding arbitration in New York, under the rules of the AAA or JAMS.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THIS AGREEMENT, YOU ARE AGREEING TO RESOLVE ANY DISPUTE BETWEEN YOU AND COMPANY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT.

To ensure a timely and fair resolution of disputes that arise in connection with the Service, vGrubs adopts the following dispute resolution process:

Informal Resolution: Before pursuing formal dispute resolution, the parties agree to attempt to resolve any dispute informally by contacting each other via the contact information provided on our platform. Most concerns can be resolved quickly and to the satisfaction of both parties by our customer service department.

Mediation: If the dispute cannot be resolved informally, the parties agree to participate in good faith mediation before initiating arbitration. Mediation is a process in which an impartial mediator assists the parties in reaching a voluntary, negotiated resolution. The costs of the mediation will be shared equally by the parties.

Binding Arbitration: If the dispute cannot be resolved through informal resolution or mediation, the parties agree that any unresolved disputes will be submitted to binding arbitration, pursuant to the rules of the American Arbitration Association (AAA) or another recognized arbitration institution, mutually agreed upon by the parties. The arbitration will take place in New York, and the decision of the arbitrator will be final and binding on the parties, with no right to appeal.

Arbitration Agreement: By agreeing to these Terms and Conditions, you are agreeing to resolve any dispute through final and binding arbitration, with the exception of disputes that can be brought in small claims court. This arbitration agreement applies to all disputes arising under or related to this Agreement or the Service, except for disputes involving the infringement or misappropriation of vGrubs' intellectual property rights.

Opt-Out of Arbitration: You have the right to opt-out of the binding arbitration agreement within 30 days of accepting these terms by writing to

Contact Information:

Email: [email protected]

Phone: 818-600-7488

Address: 99 Wall St, Suite 5868, New York, NY 10005

stating your decision to opt-out.

Class Action Waiver: Both parties agree to resolve any disputes on an individual basis and waive any right to participate in class actions, class arbitrations, or any other representative action.

This Dispute Resolution section does not affect your rights as a consumer to bring a dispute to your local consumer protection authority.

Governing Law and Jurisdiction

These Terms and Conditions and any disputes arising out of or related to the Service shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of law principles.

By using the Service, you agree that any legal action or proceeding between you and vGrubs related to these Terms and Conditions will be brought exclusively in a federal or state court of competent jurisdiction located in New York, New York. You hereby waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver

Any failure by vGrubs to enforce any provision of this Agreement shall not be considered a waiver of that provision or any subsequent breach of it.

Please review this Agreement carefully and contact us at [email protected] if you have any questions.

Contact Information:

For any questions, concerns, or comments about these Terms and Conditions, or any other inquiries related to the vGrubs platform, please reach out to us through the following methods:

Email: [email protected]

Phone: 818-600-7488

Address: 99 Wall St, Suite 5868, New York, NY 10005

Accessibility

vGrubs is committed to ensuring digital accessibility for people with disabilities. We are continually improving the user experience for everyone and applying the relevant accessibility standards. Please contact us if you encounter accessibility barriers on vGrubs.

Third-party Links

The Service may contain links to third-party websites or services that are not owned or controlled by vGrubs. vGrubs assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services.

Changes to the Service

vGrubs continuously seeks to improve the Service and may update the platform, including its features and functionality, from time to time. We reserve the right to add, modify, or discontinue any aspect of the Service at our sole discretion, without prior notice.

Feedback

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Service (“Feedback”). You acknowledge and agree that all Feedback will be considered non-confidential and non-proprietary to you.

Termination

vGrubs can terminate this Agreement at any time for any reason. Upon termination, your right to use the Service will immediately cease. All provisions of the Agreement which by their nature should survive termination shall survive termination, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Appointment as Attorney-in-Fact

By agreeing to these Terms and Conditions, you hereby appoint vGrubs, and any of vGrubs’ designated officers or employees, as your attorney-in-fact with the authority to execute documents, create and manage accounts with Delivery Platforms, and take actions necessary on your behalf for the efficient operation and management of your virtual restaurant brand(s). This appointment is coupled with an interest, meant to facilitate seamless cooperation between your restaurant and Delivery Platforms, including but not limited to account operations, amendments, and any related services under this Agreement.

Warranty Disclaimer

vGrubs provides the service on an "as is" and "as available" basis without any warranties of any kind, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. We expressly disclaim any warranties that the service will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error, or that the information, content, materials, or products included on the service will be as represented by users, available for sale at the time of listing, lawful to sell, or that sellers or buyers will perform as promised. Any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from vGrubs or through or from the service shall create any warranty not expressly stated in the terms.

Entire Agreement

These Terms and Conditions, together with any documents expressly incorporated by reference including the Privacy Policy, constitute the entire agreement between you and vGrubs regarding your access to and use of the Service. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service.

No modification, amendment, or waiver of any provision of these Terms and Conditions shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. The failure of vGrubs to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.

Thank you for using vGrubs!