vgrubs
Terms & Conditions.
COMMERCIAL PLATFORM AGREEMENT
V GRUBS
Terms of Service
Effective / Last Updated March 26, 2026
Applies To V Grubs platform, vDrive, vOrders, virtual restaurant programs, integrations, equipment, automation, and related services
Contact [email protected]
Binding electronic agreement. No handwritten or separately executed signature is required when accepted through the V Grubs application as described in these Terms.
Contents
1. Definitions
2. Authority; Restaurant Account; Authorized Users
3. The Service; Modifications; No Exclusivity
4. Restaurant Operational Responsibilities
5. Food Safety; Allergens; Packaging; Product Responsibility
6. Third-Party Platforms and Services
7. Marketplace Accounts; Credentials; Agency Authorization
8. Menus; POS Integrations; Printers; Connectivity
9. Virtual Restaurant Programs
10. Third-Party Virtual Brand Providers
11. vOrders
12. vDrive Delivery
13. Fees; Taxes; Invoices
14. Payment Authorization; ACH; Stored Payment Methods
15. Payment Processing and Banking Delays
16. Negative Balances; Reserves; Recovery; Application of Payments
17. Refunds; Chargebacks; Adjustments
18. Fraud, Compliance, Holds, and Government Requests
19. Equipment
20. Limited Software License; Acceptable Use
21. Intellectual Property; Feedback
22. Restaurant Content; Customer and Data Rights
23. Privacy and Security
24. Artificial Intelligence and Automation
25. Beta and Experimental Features
26. Confidentiality
27. Non-Circumvention; Non-Solicitation; Protection of Programs
28. Publicity
29. Insurance
30. Suspension and Termination
31. Disclaimers; No Guarantees; No Service Level
32. Limitation of Liability
33. Indemnification
34. Injunctive Relief
35. Dispute Resolution; Arbitration; Class and Jury Waivers
36. Limitation Period
37. Force Majeure
38. Audit and Records
39. Independent Contractors; No Fiduciary Relationship
40. Assignment; Change of Control; Successors
41. Notices; Electronic Communications; Electronic Signatures
42. Changes to Terms and Fees
43. Order of Precedence
44. General Provisions
EXHIBIT A
In-App Clickwrap Acceptance
Last Updated: March 26, 2026
These V Grubs Terms of Service (these “Terms” or this “Agreement”) are a binding legal agreement between V Grubs, including its applicable affiliates (“V Grubs,” “vGrubs,” “we,” “us,” or “our”), and the restaurant, operator, franchisee, merchant, business entity, or individual that accepts or uses the Service (“Restaurant,” “you,” or “your”). These Terms govern access to and use of the V Grubs platform, software, integrations, delivery infrastructure, ordering systems, virtual restaurant programs, automation tools, equipment, and related products and services.
PLEASE READ THESE TERMS CAREFULLY. SECTION 35 REQUIRES BINDING INDIVIDUAL ARBITRATION, WAIVES JURY TRIALS AND CLASS OR REPRESENTATIVE PROCEEDINGS, AND LIMITS THE TIME TO BRING CLAIMS. BY ACCEPTING THESE TERMS OR USING THE SERVICE, RESTAURANT AGREES TO THOSE REQUIREMENTS.
By clicking an “I Agree,” “Accept,” “Continue,” “Enroll,” “Activate,” or similarly labeled button or checkbox presented with a conspicuous link to these Terms (an “Acceptance Action”), Restaurant affirmatively consents to and accepts this Agreement. A handwritten, wet-ink, or separately executed signature is not required. Restaurant also accepts these Terms by signing an order form that incorporates them or, where permitted by applicable law and after receiving conspicuous notice, by continuing to access or use the Service. If Restaurant does not agree, it must not complete the Acceptance Action or access or use the Service.
1. Definitions
For purposes of this Agreement:
“Account” means any account, profile, credential set, merchant identifier, marketplace account, ordering page, integration, dashboard, or other access point used with the Service.
“Authorized User” means any owner, officer, director, employee, manager, contractor, franchisee, representative, or other person Restaurant permits to access or use the Service or an Account.
“Customer” means an end user who places or attempts to place an order through a Marketplace, vOrders, a Restaurant channel, or any other channel supported by the Service.
“Equipment” means any tablet, printer, router, accessory, payment device, notification hardware, or other tangible item supplied, leased, loaned, or made available by V Grubs.
“Marketplace” means any independent third-party ordering, delivery, search, advertising, payment, point-of-sale, social, mapping, or commerce platform, including its affiliates, contractors, and service providers.
“Net Proceeds” means funds actually received and finally settled by V Grubs or its payment providers for Restaurant transactions, less all applicable commissions, refunds, credits, chargebacks, reversals, promotions, discounts, taxes collected or remitted, processing fees, delivery fees, royalties, reserves, penalties, assessments, and other deductions.
“POS System” means any third-party point-of-sale system, middleware provider, aggregator, API, webhook, printer, or related technology used to transmit, inject, route, synchronize, or process orders or menu data.
“Restaurant Data” means information, content, records, credentials, menus, trademarks, product information, and other materials submitted by or for Restaurant to the Service, excluding Service Data and V Grubs Materials.
“Service” means all products, programs, systems, and services offered or supported by V Grubs, now or in the future, including the V Grubs platform, vDrive, vOrders, virtual restaurant programs, marketplace and POS integrations, tablets and printers, menu synchronization, dispatch, payment facilitation, support, analytics, artificial-intelligence and automation features, and related infrastructure.
“Service Data” means data generated, derived, observed, or compiled through operation of the Service, including order-routing data, performance data, analytics, benchmarks, metadata, diagnostic data, fraud signals, aggregated or de-identified information, and improvements derived from use of the Service. Service Data does not include Restaurant’s trademarks standing alone or information that applicable law prohibits V Grubs from treating as Service Data.
“V Grubs Materials” means the Service and all software, source and object code, applications, APIs, interfaces, designs, virtual brands, menus, menu descriptions, photographs, graphics, recipes or specifications developed by V Grubs, domains acquired by V Grubs, content, documentation, workflows, dispatch logic, routing models, pricing and optimization methods, prompts, models, algorithms, dashboards, reports, know-how, trade secrets, and other intellectual property owned, licensed, or developed by V Grubs.
2. Authority; Restaurant Account; Authorized Users
If an individual accepts this Agreement for a business, location, franchise, or other entity, that individual represents and warrants that the individual has legal authority to bind that entity. Restaurant is responsible for determining who may act for it and for all acts and omissions of its Authorized Users. Any owner, officer, manager, employee, franchisee, or representative who registers for the Service, accesses an Account, fulfills orders, accepts payouts, submits instructions, uses Equipment, or otherwise uses the Service will be deemed authorized by Restaurant as between Restaurant and V Grubs.
Restaurant shall provide accurate, current, and complete onboarding, ownership, tax, banking, identity, licensing, and contact information and shall promptly update it. V Grubs may rely on instructions and communications that reasonably appear to come from Restaurant or an Authorized User. Restaurant is responsible for losses caused by inaccurate information, unauthorized use resulting from Restaurant’s acts or omissions, or failure to notify V Grubs promptly of suspected compromise.
Restaurant shall safeguard usernames, passwords, PINs, API keys, devices, authentication factors, and credentials. Restaurant may not share credentials except with Authorized Users who require access. Restaurant shall notify V Grubs immediately of suspected unauthorized access, credential compromise, ownership disputes, or fraudulent activity. V Grubs may require identity, authority, or ownership verification at any time.
An Acceptance Action completed while logged into Restaurant’s Account, using credentials or a verification method associated with Restaurant, or during Restaurant’s onboarding is attributable to Restaurant. Restaurant agrees that V Grubs’ electronic records of the Acceptance Action are admissible to establish assent, authority, identity, timing, and the version accepted, subject to applicable law. Restaurant may not avoid this Agreement by asserting that the person who completed the Acceptance Action lacked internal approval if V Grubs reasonably understood that person to be authorized based on the Account, onboarding information, credentials, role, conduct, or other circumstances.
3. The Service; Modifications; No Exclusivity
V Grubs provides infrastructure that may enable Restaurant to manage Marketplace integrations, operate virtual restaurant brands, synchronize menus, route orders into POS Systems, process direct orders, centralize delivery channels, use automation, and access dispatch through vDrive. Specific features depend on Restaurant’s enrollment, configuration, location, third-party availability, and applicable order forms or service schedules.
V Grubs may add, modify, replace, suspend, limit, or discontinue any feature, integration, program, workflow, or part of the Service at any time. Where commercially practicable, V Grubs will provide notice of a material discontinuation, but no notice is required for security, fraud, legal, third-party, emergency, beta, or operational reasons. Unless an order form expressly states otherwise, the Service is nonexclusive and V Grubs may provide similar services to others, including Restaurant’s competitors.
V Grubs may use affiliates, subcontractors, couriers, payment processors, cloud providers, artificial-intelligence providers, and other service providers to perform the Service. V Grubs remains responsible only to the extent expressly provided in this Agreement.
4. Restaurant Operational Responsibilities
Restaurant is solely responsible for its business operations and shall:
(a) prepare and fulfill orders accurately, safely, and on time;
(b) maintain accurate menus, descriptions, modifiers, availability, hours, prices, taxes, fees, and location information;
(c) actively monitor all incoming orders and exceptions across Marketplaces, tablets, printers, POS queues, dashboards, email, and other available channels;
(d) maintain reliable internet, electricity, internal networks, compatible equipment, paper, staffing, and operational capacity;
(e) verify that orders have been received, accepted, prepared, handed off, completed, canceled, or refunded as appropriate;
(f) maintain all permits, licenses, registrations, inspections, and approvals required for its operations;
(g) comply with Marketplace rules, brand standards, consumer-protection laws, accessibility requirements, food laws, tax laws, labor laws, privacy laws, and all other applicable requirements; and
(h) cooperate reasonably with investigations, support requests, recalls, complaints, chargebacks, and regulatory inquiries.
Automation, POS injection, printers, notifications, dashboards, artificial intelligence, and routing tools are supplemental conveniences and do not replace Restaurant’s duty to monitor and manage orders. Restaurant is responsible for confirming all automated actions and outputs.
5. Food Safety; Allergens; Packaging; Product Responsibility
Restaurant is the sole manufacturer, seller, preparer, packager, and provider of all food, beverages, and other products it fulfills. Restaurant is solely responsible for ingredient sourcing, preparation, substitutions, portions, quality, temperature control, sanitation, labeling, nutritional and allergen disclosures, cross-contact prevention, packaging, tamper-evident measures, expiration and recall compliance, and compliance with health and safety laws.
V Grubs does not prepare, inspect, possess, store, label, package, warrant, or verify Restaurant products and does not control Restaurant personnel or facilities. Restaurant shall promptly investigate and respond to any illness, injury, allergen, contamination, foreign-object, recall, or regulatory allegation. Restaurant shall immediately notify V Grubs of any material food-safety incident or recall affecting orders processed through the Service.
6. Third-Party Platforms and Services
Marketplaces, POS Systems, banks, processors, telecommunications providers, cloud services, mapping services, couriers, and other third parties operate independently of V Grubs. Their terms, policies, availability, decisions, technology, and performance are outside V Grubs’ control. V Grubs is not responsible for account suspension, listing removal, menu rejection, ranking or search changes, delivery-zone changes, commissions, royalties, advertising results, refund decisions, customer credits, withheld funds, reserves, payment delays, policy changes, API changes, credential requirements, outages, or other third-party acts or omissions.
Third parties may modify or discontinue APIs, integrations, access methods, data fields, commercial terms, or policies without notice. Such changes may cause a feature to be modified, delayed, suspended, or discontinued and do not constitute a breach by V Grubs. Restaurant authorizes V Grubs to take commercially reasonable configuration or migration steps in response, but V Grubs does not guarantee that any integration can be maintained.
Restaurant’s use of a third-party service may be subject to separate terms between Restaurant and that third party. V Grubs is not a party to those terms and does not assume any third-party obligation. Links, integrations, or compatibility statements do not constitute endorsement or warranty.
7. Marketplace Accounts; Credentials; Agency Authorization
Restaurant authorizes V Grubs and its service providers, solely as necessary to perform the Service, to access, create, configure, administer, and maintain Restaurant’s Marketplace accounts, POS integrations, ordering platforms, menus, credentials, and related settings. Restaurant appoints V Grubs as its limited agent for those operational purposes, but not to assume Restaurant’s obligations to Customers, third parties, or regulators.
Restaurant shall not revoke, impair, or materially alter necessary access during the term without coordinating with V Grubs. Restaurant is responsible for disruptions, lost orders, or other effects caused by Restaurant-initiated credential, account, permission, menu, POS, network, or configuration changes. V Grubs may refuse an instruction that appears unlawful, fraudulent, technically unsafe, inconsistent with third-party rules, or likely to harm the Service.
8. Menus; POS Integrations; Printers; Connectivity
V Grubs may transmit, inject, route, or synchronize orders and menu information with POS Systems and Marketplaces. V Grubs does not guarantee uninterrupted or error-free transmission. Restaurant remains responsible for detecting and addressing missing, delayed, duplicate, rejected, or misrouted orders; modifier errors; pricing discrepancies; printer failures; webhook failures; caching delays; middleware disruptions; and synchronization or connectivity problems.
Restaurant shall verify menu structure, prices, taxes, modifiers, hours, availability, routing, and item mappings in every applicable environment before and during use. V Grubs is not liable for discrepancies caused by Restaurant content, POS configuration, third-party behavior, caching, propagation delays, or unsupported fields.
Printers and notification hardware may fail because of connectivity, power, paper, configuration, or hardware conditions. Restaurant may not rely on a printer, tablet, POS injection, text, email, or any single notification method as the exclusive way to monitor orders.
Restaurant shall maintain stable internet and internal network availability. V Grubs is not responsible for router failures, firewall restrictions, bandwidth limitations, Wi-Fi interruption, power outages, local network settings, device settings, or telecommunications failures.
9. Virtual Restaurant Programs
If Restaurant participates in a virtual restaurant program owned or operated by V Grubs, Restaurant shall follow the applicable menus, recipes or preparation specifications, quality standards, packaging rules, operating hours, pricing, promotional requirements, and brand guidelines. V Grubs may modify the program, menu, pricing, promotions, suppliers, brand standards, or availability in its reasonable business judgment.
Unless a signed service schedule states otherwise, Restaurant’s compensation for a V Grubs virtual restaurant program is fifty percent (50%) of Net Profit. “Net Profit” means gross revenue actually received and finally settled for the applicable brand, less Marketplace commissions, refunds, credits, chargebacks, promotions, marketing and advertising expenses, packaging, processing fees, delivery costs, royalties, equipment costs, taxes, reserves, and other direct or allocated operational expenses incurred in connection with the brand. V Grubs may allocate shared expenses using a commercially reasonable methodology and retains discretion over brand pricing, promotions, menu changes, and operational decisions.
Accounting determinations are final and binding absent manifest mathematical error or fraud. Each statement is deemed accepted unless Restaurant provides a specific written dispute, with supporting records, within seven (7) calendar days after the statement is made available. V Grubs may correct errors, carry adjustments forward, establish reserves, or recover overpayments.
Restaurant acknowledges that no territory, order volume, revenue, margin, exclusivity, or continued participation is guaranteed. V Grubs may suspend or remove Restaurant from a program for quality, safety, compliance, performance, brand, capacity, complaint, fraud, or commercial reasons.
10. Third-Party Virtual Brand Providers
Restaurant may elect to participate in virtual restaurant brands owned, licensed, or controlled by independent third-party brand providers. Those providers independently control brand standards, intellectual property, menus, recipes, marketing requirements, pricing rules, royalties, eligibility, audits, compliance, termination, and payout terms.
V Grubs is not liable for third-party brand disputes, licensing terms, royalties, compliance requirements, menu enforcement, removal, intellectual-property claims, performance expectations, or payment timing. Restaurant shall direct substantive brand disputes to the applicable provider, although V Grubs may facilitate communications. V Grubs may pass through any royalty, fee, deduction, reserve, penalty, refund, or adjustment imposed by the provider or related Marketplace.
11. vOrders
vOrders may provide Restaurant-branded online ordering websites, pages, links, QR ordering, and related functionality through infrastructure controlled by V Grubs. Restaurant retains ownership of its preexisting trademarks and Restaurant-provided content. V Grubs retains all right, title, and interest in the ordering system, software, workflows, integrations, templates, analytics, and any domain purchased, registered, or funded by V Grubs. Restaurant receives no ownership interest in such domains unless V Grubs expressly agrees in writing.
Unless a signed pricing schedule states otherwise, vOrders transactions are subject to a service fee equal to ten percent (10%) of the transaction amount, plus payment-processing fees of three percent (3%) plus fifty cents ($0.50) per transaction. Taxes, delivery charges, chargebacks, refunds, and third-party fees may apply separately. V Grubs may change fees prospectively upon notice through email, dashboard, order form, or updated Terms.
Restaurant authorizes V Grubs to present Restaurant’s name, marks, menu, pricing, and content to operate vOrders. Restaurant is responsible for fulfillment, customer service, refunds attributable to Restaurant, legal notices specific to Restaurant, and the accuracy of all Restaurant information.
12. vDrive Delivery
vDrive may facilitate dispatch to independent couriers or delivery providers. Delivery prices may vary based on distance, demand, time, availability, weather, tolls, wait time, operational cost, network conditions, and other factors. Quotes may be estimates and may be adjusted for changed order or delivery circumstances.
Restaurant is responsible for order accuracy, safe and suitable packaging, sealing, labeling, preparation timing, pickup instructions, and handoff verification. Except to the extent prohibited by law or caused by V Grubs’ gross negligence or willful misconduct, V Grubs is not responsible for product condition, delay, loss, theft, temperature, tampering, spill, or Customer conduct after handoff.
Couriers are independent providers and are not Restaurant’s or V Grubs’ employees solely because they receive an opportunity through vDrive. V Grubs does not guarantee courier acceptance, pickup time, delivery time, delivery completion, service area, or availability. Restaurant shall not direct a courier to violate law, safety requirements, platform rules, or the agreed delivery scope.
13. Fees; Taxes; Invoices
Restaurant shall pay all fees, charges, pass-through costs, taxes, adjustments, and other amounts described in these Terms, an order form, pricing schedule, statement, dashboard, or accepted program terms. Unless expressly stated otherwise, fees are nonrefundable, exclusive of taxes, and may be netted from funds otherwise payable to Restaurant.
Restaurant is responsible for sales, use, excise, income, payroll, franchise, value-added, goods and services, local, and other taxes, assessments, permits, and governmental charges arising from Restaurant’s business, products, personnel, or use of the Service, excluding taxes measured solely by V Grubs’ net income. V Grubs may collect, withhold, report, or remit taxes where it determines it is required or permitted to do so. Restaurant shall provide valid tax documentation on request.
An invoice or statement is due on the date stated or, if none is stated, immediately upon receipt. Restaurant shall notify V Grubs of a good-faith invoice dispute within seven (7) calendar days, identifying the specific charge and basis with supporting records. An unresolved dispute does not excuse payment of undisputed amounts.
14. Payment Authorization; ACH; Stored Payment Methods
Restaurant authorizes V Grubs and its processors to charge any payment method on file and to initiate electronic credits and debits to any bank account provided during onboarding or later designated by Restaurant. This authorization covers service fees, delivery fees, failed card charges, negative balances, refunds, chargebacks, reversals, adjustments, reserves, returned transactions, equipment and shipping costs, marketing expenses, royalties, taxes, administrative fees, collection costs, and all other obligations related to the Service.
This authorization is intended to constitute prior written authorization under applicable payment-card and ACH Network rules. Restaurant authorizes correcting entries and re-presentment of returned or failed transactions to the extent permitted by law. Restaurant shall maintain sufficient funds and accurate payment information and shall not revoke authorization while amounts remain owed. The authorization survives suspension and termination until all obligations are finally satisfied.
Restaurant represents that it owns or is authorized to use each payment method and bank account provided. Restaurant shall provide any separate authorization form or verification reasonably requested. A revocation applies only prospectively after V Grubs has had a commercially reasonable period to process it and does not affect other collection rights.
15. Payment Processing and Banking Delays
Restaurant acknowledges that payouts, ACH transfers, card settlements, refunds, credits, and other financial transactions may be delayed, interrupted, held, rejected, reversed, or fail because of weekends, banking holidays, processor schedules, reserves, fraud-prevention measures, risk reviews, compliance reviews, identity verification, sanctions screening, card-network rules, ACH operator schedules, transmission errors, technical failures, financial-institution outages, governmental action, force majeure events, or other circumstances beyond V Grubs’ reasonable control.
V Grubs does not guarantee that funds will be transmitted, received, available, or finally settled within any particular time. To the maximum extent permitted by law, V Grubs is not liable for any delay, interruption, hold, rejection, reversal, or failure caused by a bank, payment processor, card network, ACH operator, financial institution, governmental authority, telecommunications provider, compliance review, transmission issue, or other third party.
V Grubs will use commercially reasonable efforts to investigate and resolve an affected transaction and to process or reinitiate it as soon as reasonably practicable after the underlying issue is corrected and V Grubs receives any required information or clearance. Such a delay or interruption is not a breach of this Agreement and does not create any right of offset, withholding, deduction, suspension, termination, interest, or damages against V Grubs.
V Grubs is not responsible for overdraft charges, financing costs, payroll or vendor shortfalls, lost profits, penalties, interest, reputational harm, or other direct or indirect loss allegedly resulting from a delayed or interrupted transfer, except to the extent such exclusion is prohibited by law.
16. Negative Balances; Reserves; Recovery; Application of Payments
Restaurant is fully responsible for any negative balance arising from refunds, chargebacks, reversals, Marketplace adjustments, equipment, marketing, delivery fees, royalties, unpaid fees, taxes, or other obligations. V Grubs may, without limiting other remedies, charge payment methods, initiate ACH debits, withhold or offset payouts, establish or increase reserves, delay disbursement, suspend the Service, refer amounts to collection, or pursue legal remedies.
V Grubs may apply any payment, credit, reserve, recovery, or funds otherwise payable to Restaurant in any order V Grubs selects, including first to collection costs, then chargebacks and refunds, delivery fees, subscription or platform fees, marketing expenses, equipment charges, taxes, and other obligations. A notation or instruction by Restaurant purporting to direct application, create an accord and satisfaction, or condition payment is ineffective unless V Grubs expressly accepts it in a signed writing.
To the fullest extent permitted by law, Restaurant waives any right of setoff, recoupment, withholding, deduction, counterclaim, or offset against amounts owed to V Grubs. Restaurant shall pay obligations without reduction, even if Restaurant asserts that V Grubs or a third party owes Restaurant money.
Past-due amounts accrue interest at one and one-half percent (1.5%) per month or the maximum lawful rate, whichever is lower, from the due date until paid. Restaurant shall reimburse reasonable costs of collection and enforcement, including collection-agency fees, bank and return fees, court costs, filing fees, arbitration fees, expert fees, and attorneys’ fees, to the extent permitted by law.
17. Refunds; Chargebacks; Adjustments
Marketplaces, Customers, processors, card networks, and brand providers may issue refunds, credits, reversals, chargebacks, penalties, or adjustments for missing items, substitutions, delay, cancellation, complaints, fraud, quality, delivery, policy, or other reasons. V Grubs may pass through or deduct such amounts from Restaurant payouts regardless of who made the decision or whether Restaurant agrees with it.
Restaurant shall provide records and cooperation needed to contest a chargeback or adjustment. V Grubs is not required to contest any item and does not guarantee success. V Grubs may charge an administrative or processor fee associated with a dispute. If V Grubs provisionally credits Restaurant and the transaction is later reversed, Restaurant shall repay the amount immediately.
18. Fraud, Compliance, Holds, and Government Requests
V Grubs may monitor transactions and Accounts for fraud, money laundering, identity theft, sanctions risk, chargeback abuse, account takeover, suspicious activity, unusual ordering patterns, regulatory exposure, or misuse. V Grubs may investigate, require documentation, contact third parties, limit functionality, reject transactions, establish reserves, freeze or delay payouts, suspend Accounts, or report activity where V Grubs reasonably believes doing so is necessary to protect Customers, third parties, Restaurant, or V Grubs or to comply with law or network rules.
V Grubs may cooperate with subpoenas, warrants, court orders, regulator requests, law-enforcement inquiries, tax authorities, payment networks, banks, and other lawful requests. V Grubs may preserve and disclose records, restrict access, or freeze funds as required or reasonably believed appropriate. To the extent legally permitted, V Grubs has no liability for good-faith compliance with such requests or restrictions.
Restaurant shall not use the Service for unlawful, deceptive, infringing, abusive, sanctioned, fraudulent, or unauthorized purposes; to disguise transaction origin; to process transactions for another merchant; or to manipulate reviews, promotions, refunds, delivery, pricing, or platform metrics.
19. Equipment
All Equipment provided on a loaned, leased, or V Grubs-owned basis remains the exclusive property of V Grubs. Restaurant shall keep Equipment secure, in good condition, connected as instructed, and used only for the Service. Restaurant may not sell, pledge, transfer, relocate outside the approved site, unlock, jailbreak, modify, reverse engineer, tamper with, or use Equipment for an unauthorized purpose.
Restaurant bears risk of loss, theft, damage, and misuse from delivery until return, ordinary wear excepted. Restaurant shall return Equipment, with supplied accessories, within seven (7) calendar days after termination or written request using V Grubs’ instructions. If Restaurant fails to do so, V Grubs may charge replacement value, shipping, handling, retrieval, repair, and recovery costs. Payment does not transfer ownership unless V Grubs expressly agrees in writing.
20. Limited Software License; Acceptable Use
Subject to Restaurant’s continued compliance and payment, V Grubs grants Restaurant a limited, revocable, nonexclusive, nontransferable, nonsublicensable license during the applicable service term to access and use the Service solely for Restaurant’s internal business operations at approved locations. No rights are granted by implication, estoppel, or otherwise.
Restaurant shall not, and shall not permit any person to:
(a) copy, modify, translate, create derivative works of, decompile, disassemble, reverse engineer, or attempt to discover source code, models, prompts, algorithms, or underlying structure of the Service;
(b) sell, resell, license, sublicense, rent, lease, distribute, transfer, assign, timeshare, or provide the Service to a third party;
(c) scrape, crawl, harvest, index, benchmark, probe, use bots against, or access the Service through an unauthorized API, automation, or means;
(d) use the Service or its outputs to train, fine-tune, test, or improve an artificial-intelligence or machine-learning system without written permission;
(e) circumvent security, access, usage, geographic, or technical restrictions;
(f) introduce malicious code, overload infrastructure, interfere with another user, or conduct vulnerability or penetration testing without written authorization;
(g) remove proprietary notices or misrepresent affiliation, source, or ownership;
(h) use V Grubs Materials to build or support a competing product, virtual brand, delivery network, ordering system, workflow, or service; or
(i) use the Service in violation of law, third-party rights, Marketplace rules, or this Agreement.
V Grubs may monitor use for security, support, compliance, product improvement, and enforcement.
21. Intellectual Property; Feedback
As between the parties, V Grubs and its licensors own all right, title, and interest in and to the V Grubs Materials, Service Data, and all modifications, configurations, discoveries, developments, and improvements to them, including all intellectual-property and proprietary rights. Except for the limited license in Section 20, Restaurant receives no ownership or other rights.
V Grubs’ ownership includes, as applicable, virtual brand names and concepts; menus, descriptions, photography, graphics, and recipes developed or commissioned by V Grubs; AI-generated or AI-assisted content created through V Grubs systems; SEO and listing optimizations; pricing and promotion methods; ordering and delivery workflows; integrations; dispatch and routing logic; dashboards; APIs; analytics; software; custom development; and operational methods. Ownership of a specific item may instead belong to a third-party licensor where disclosed or evident from the context.
If Restaurant provides suggestions, ideas, feature requests, corrections, ratings, or other feedback, Restaurant grants V Grubs a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use, commercialize, reproduce, modify, distribute, and otherwise exploit that feedback for any purpose without restriction, attribution, or compensation. To the extent permitted by law, Restaurant assigns to V Grubs any rights necessary to give effect to this provision.
Restaurant shall not challenge, register, or assist another person to challenge or register any V Grubs mark, virtual brand, domain, copyright, patent, trade secret, or other proprietary right.
22. Restaurant Content; Customer and Data Rights
Restaurant retains ownership of its preexisting trademarks and Restaurant Data, subject to the licenses in this Agreement. Restaurant grants V Grubs and its affiliates and service providers a worldwide, nonexclusive, royalty-free, transferable and sublicensable license during the term, and afterward as reasonably necessary for legal, archival, analytical, and wind-down purposes, to host, copy, transmit, modify, format, display, distribute, and use Restaurant Data to operate, secure, improve, support, promote, and enforce the Service.
Restaurant represents and warrants that it has all rights, notices, consents, and lawful bases required for Restaurant Data and V Grubs’ permitted use. Restaurant is responsible for legality, accuracy, quality, and noninfringement of Restaurant Data.
Customer relationships and data arising through a Marketplace are governed by that Marketplace’s terms and applicable law. For Customers acquired through vOrders, QR codes, Restaurant websites, SMS, loyalty, email, or other direct channels, Restaurant may use Customer data made available to it for lawful Restaurant purposes, while V Grubs may process and use the data to provide, secure, analyze, personalize, support, and improve the Service; prevent fraud; comply with law; communicate about orders and service operations; and create aggregated or de-identified information. Neither party may sell or use personal data except as permitted by applicable law and applicable privacy notices.
V Grubs owns Service Data and may use, disclose, license, and commercialize aggregated or de-identified data that does not identify Restaurant or a Customer in violation of applicable law. Restaurant may not use automated means to export, scrape, or replicate Service Data or the Service. Any export functionality is subject to technical limits, security controls, fees, and applicable law.
Restaurant is responsible for maintaining its own copies of menus, receipts, sales records, tax records, reports, and Customer information it is legally entitled to retain. V Grubs has no obligation to store historical data indefinitely and may delete or anonymize data according to its retention practices after termination, subject to law.
23. Privacy and Security
Each party shall comply with privacy and data-security laws applicable to its own activities. Restaurant shall provide required notices to, and obtain required consents from, Customers and Authorized Users. If the parties enter a separate data-processing addendum, that addendum controls solely with respect to its subject matter.
V Grubs will maintain administrative, technical, and organizational safeguards that it considers commercially reasonable for the nature of the Service. No system is completely secure, and V Grubs does not warrant that unauthorized access, loss, or disruption will never occur. Restaurant is responsible for endpoint security, internal access controls, employee offboarding, password hygiene, network configuration, backups, and prompt reporting of suspected incidents.
Restaurant shall not transmit sensitive personal information through the Service unless expressly supported and necessary. Restaurant shall not provide full payment-card data, health information, government identifiers, or other regulated data through support channels or free-text fields.
24. Artificial Intelligence and Automation
The Service may include artificial-intelligence, machine-learning, predictive, conversational, generative, or automated features, including features that recommend, draft, classify, route, summarize, optimize, respond, or take configured actions. Outputs may be incomplete, inaccurate, biased, delayed, or unsuitable for a particular purpose and may resemble content generated for others.
Restaurant remains responsible for reviewing outputs and for all menus, prices, communications, decisions, instructions, disclosures, and actions taken or approved through the Service. Restaurant shall use appropriate human oversight and shall not rely on AI output as legal, tax, accounting, food-safety, medical, employment, or other professional advice.
V Grubs may use prompts, inputs, corrections, and usage information to provide, secure, evaluate, and improve the Service, subject to applicable law and its agreements with service providers. V Grubs does not guarantee that an AI feature will be available, error-free, or compatible with a particular workflow.
25. Beta and Experimental Features
V Grubs may identify or make available alpha, beta, pilot, preview, early-access, experimental, or evaluation features. Such features may be incomplete, unstable, inaccurate, unsupported, confidential, or subject to additional terms. They may change or be discontinued at any time without notice.
Beta features are provided “AS IS” and at Restaurant’s sole risk. To the maximum extent permitted by law, V Grubs has no liability arising from beta features, and Restaurant shall not use them in high-risk or production-critical situations unless V Grubs expressly authorizes such use.
26. Confidentiality
“Confidential Information” means nonpublic information disclosed by or through V Grubs that a reasonable person would understand to be confidential, including pricing, payout formulas, financial information, virtual brand concepts, menus, recipes, software, credentials, routing and dispatch logic, integrations, roadmaps, security information, vendor relationships, analytics, customer and driver information, and operational methods. Confidential Information excludes information Restaurant can document was lawfully known without restriction, independently developed without use of Confidential Information, received lawfully from a third party without duty, or made public without Restaurant’s breach.
Restaurant shall use Confidential Information only to receive the Service, protect it using at least reasonable care, and disclose it only to Authorized Users who need it and are bound by duties at least as protective. Restaurant may disclose information when legally required if it gives advance notice where lawful and reasonably cooperates with protective efforts.
Unauthorized use or disclosure may cause irreparable harm for which money damages are inadequate. V Grubs may seek injunctive or equitable relief, in addition to other remedies, without proving actual damages and, to the extent permitted by law, without posting bond.
27. Non-Circumvention; Non-Solicitation; Protection of Programs
During the term and for twenty-four (24) months afterward, to the maximum extent permitted by applicable law, Restaurant shall not directly or indirectly copy, reproduce, license, commercialize, transfer, or operate a virtual brand, menu structure, delivery workflow, technology configuration, routing model, or operational system introduced by V Grubs, except through the Service or with V Grubs’ written consent.
During the term and for twenty-four (24) months afterward, Restaurant shall not knowingly solicit, recruit, contract with, compensate outside the Service, redirect work to, or otherwise circumvent V Grubs with respect to any driver, courier, dispatcher, delivery provider, referral partner, virtual brand provider, vendor, contractor, or other commercial relationship first introduced to Restaurant through V Grubs, where the purpose or effect is to avoid fees or disintermediate V Grubs.
During the same period and to the maximum extent permitted by law, Restaurant shall not knowingly solicit for employment or engagement any V Grubs employee or contractor with whom Restaurant had material contact through the Service; provided that general solicitations not targeted at such person and hiring without targeted solicitation do not violate this sentence.
Each prohibited act may constitute a separate material breach. These restrictions shall be interpreted and narrowed to the minimum extent necessary to be enforceable. Nothing prohibits lawful competition based solely on Restaurant’s independently developed information or relationships demonstrably existing before introduction by V Grubs.
28. Publicity
Restaurant grants V Grubs a nonexclusive, worldwide, royalty-free license during the term to use Restaurant’s name, logo, publicly available photographs, and factual description of Restaurant’s use of the Service in customer lists, Marketplace listings, websites, sales materials, presentations, and case studies. V Grubs will not disclose Restaurant’s nonpublic financial results without consent.
Restaurant may opt out of new general publicity uses by written notice to [email protected]. The opt-out does not require removal from materials already produced, does not restrict operational use necessary to provide the Service, and does not affect truthful nominative use permitted by law.
29. Insurance
Restaurant shall maintain, at its expense, insurance appropriate to its business and risks, including commercial general liability coverage of at least $1,000,000 per occurrence and $2,000,000 aggregate, product and completed-operations coverage, workers’ compensation as required by law, and any auto, cyber, liquor, or other coverage reasonably appropriate to its operations.
Upon request, Restaurant shall provide certificates of insurance and name V Grubs and its affiliates as additional insureds on a primary and noncontributory basis where commercially available and relevant. Insurance does not limit Restaurant’s obligations or liability.
30. Suspension and Termination
V Grubs may immediately suspend, limit, or disable the Service, menus, payouts, deliveries, integrations, Accounts, or Equipment if V Grubs reasonably suspects fraud, unlawful activity, safety risk, excessive complaints, poor quality, unpaid balances, chargeback exposure, credential compromise, policy violation, operational interference, third-party restriction, or legal or reputational exposure. V Grubs may maintain a suspension while investigating. Suspension does not waive termination or collection rights.
V Grubs may terminate this Agreement or any Service at any time for convenience upon notice and immediately for breach, risk, illegality, third-party requirement, or discontinuation. Restaurant may terminate a Service by following the cancellation procedure in the applicable order form or, if none is specified, by thirty (30) days’ written notice, subject to minimum terms, committed fees, outstanding obligations, Equipment return, and program-specific requirements. Termination does not entitle Restaurant to a refund of accrued or nonrefundable fees.
Upon termination, Restaurant’s license ends; Restaurant shall stop using V Grubs Materials, return Equipment, pay all amounts owed, and cooperate in an orderly wind-down. V Grubs may remove listings, disable routing, disconnect integrations, and retain data as permitted by law. V Grubs is not responsible for transition costs, lost ranking, account changes, or third-party delays associated with termination.
31. Disclaimers; No Guarantees; No Service Level
THE SERVICE, V GRUBS MATERIALS, EQUIPMENT, BETA FEATURES, AI OUTPUTS, INTEGRATIONS, AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, V GRUBS DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SECURITY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
V GRUBS DOES NOT GUARANTEE ANY MINIMUM ORDER VOLUME, REVENUE, PROFIT, CUSTOMER DEMAND, MARKETPLACE ACCEPTANCE, LISTING, RANKING, ADVERTISING RESULT, DELIVERY AVAILABILITY, COURIER ACCEPTANCE, POS SYNCHRONIZATION, TRANSMISSION SUCCESS, PAYMENT TIMING, RESPONSE TIME, SUPPORT TIME, UPTIME, ERROR-FREE OPERATION, DATA RETENTION, OR BUSINESS OUTCOME.
UNLESS A SIGNED ORDER FORM EXPRESSLY PROVIDES A SERVICE-LEVEL COMMITMENT AND REMEDY, THERE IS NO SERVICE-LEVEL AGREEMENT. ANY TARGET, ESTIMATE, ROADMAP, DELIVERY WINDOW, OR SUPPORT STATEMENT IS NONBINDING. RESTAURANT ACKNOWLEDGES THAT MARKETPLACE VISIBILITY, CUSTOMER DEMAND, INTERNET CONNECTIVITY, POS BEHAVIOR, BANKING SYSTEMS, THIRD-PARTY POLICIES, AND COURIER AVAILABILITY ARE OUTSIDE V GRUBS’ CONTROL.
Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply to the extent prohibited.
32. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, V GRUBS AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND CONTRACTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES; LOST PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, DATA, OR CUSTOMERS; BUSINESS INTERRUPTION; REPUTATIONAL HARM; SUBSTITUTE SERVICES; OR OVERDRAFT, PAYROLL, VENDOR, FINANCING, OR OTHER DOWNSTREAM COSTS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF V GRUBS AND THE OTHER V GRUBS PARTIES ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) FIVE HUNDRED DOLLARS ($500) OR (B) FEES ACTUALLY PAID BY RESTAURANT TO V GRUBS FOR THE AFFECTED SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.
The limitations apply collectively to all claims and are an essential basis of the bargain. They do not limit liability that cannot lawfully be limited, and they do not limit Restaurant’s payment, indemnity, confidentiality, intellectual-property, misuse, or fraud obligations.
33. Indemnification
Restaurant shall defend, indemnify, and hold harmless V Grubs and its affiliates, licensors, service providers, officers, directors, employees, agents, and contractors from and against all third-party claims, demands, investigations, proceedings, losses, liabilities, judgments, settlements, penalties, fines, damages, and reasonable attorneys’ fees and costs arising out of or relating to:
(a) Restaurant products, food preparation, ingredients, allergens, contamination, illness, injury, labeling, packaging, substitutions, recalls, alcohol, or fulfillment;
(b) Restaurant Data, trademarks, menus, advertising, statements, or alleged infringement;
(c) Restaurant’s or an Authorized User’s breach of this Agreement, law, Marketplace rule, brand requirement, or third-party right;
(d) Restaurant’s taxes, employment, franchise, licensing, consumer, privacy, or regulatory obligations;
(e) Restaurant’s premises, personnel, equipment, network, or business operations;
(f) fraud, chargebacks, refunds, or unauthorized transactions attributable to Restaurant; or
(g) Restaurant’s use or misuse of the Service.
V Grubs will give reasonably prompt notice of an indemnified claim, except that delay relieves Restaurant only to the extent materially prejudiced. Restaurant may control the defense with counsel reasonably acceptable to V Grubs, but may not settle a claim that admits wrongdoing by, imposes obligations on, or fails to fully release a V Grubs party without V Grubs’ written consent. V Grubs may participate with its own counsel at its expense, or at Restaurant’s expense where a conflict exists or Restaurant fails to defend.
34. Injunctive Relief
Actual or threatened misuse of V Grubs Materials, Confidential Information, credentials, virtual brands, data, drivers, commercial relationships, or restrictive covenants may cause immediate and irreparable harm. V Grubs may seek temporary, preliminary, and permanent injunctive or equitable relief in any court of competent jurisdiction to prevent or stop such conduct, without first completing arbitration and, to the extent permitted by law, without posting bond or proving actual damages. Seeking such relief does not waive arbitration of damages or other claims.
35. Dispute Resolution; Arbitration; Class and Jury Waivers
Before commencing arbitration, a party shall send a written notice describing the dispute, relevant facts, requested relief, and contact information. The parties shall attempt in good faith to resolve the dispute for thirty (30) days after receipt. This informal process does not apply to requests for urgent injunctive relief or collection of undisputed amounts.
Except for claims eligible for small-claims court, requests for injunctive relief under Section 34, or matters that applicable law prohibits from arbitration, any dispute, claim, or controversy arising out of or relating to this Agreement, the Service, the parties’ relationship, or any transaction shall be resolved by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, as modified by this Agreement. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
The arbitration will be conducted by one arbitrator in New York County, New York, unless the parties agree to remote proceedings or another location. The arbitrator may award any individual remedy available in court that is not waived by this Agreement, shall apply the governing law, and shall issue a reasoned written award. Judgment may be entered in any court with jurisdiction.
EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, PRIVATE ATTORNEY GENERAL, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, MASS, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT PERSONS OR PRESIDE OVER A REPRESENTATIVE PROCEEDING WITHOUT ALL PARTIES’ WRITTEN CONSENT.
If the class or representative waiver is finally held unenforceable for a particular claim or requested remedy, that claim or remedy shall proceed in a court of competent jurisdiction after all arbitrable claims are completed. If mass arbitration filings are made on behalf of twenty-five (25) or more similarly situated claimants represented or coordinated by the same or related counsel, AAA’s applicable mass-arbitration procedures and fee schedules shall apply, and the parties shall cooperate in a staged or bellwether process if directed by AAA or the arbitrator.
To the extent permitted by law, the prevailing party in an action to collect undisputed amounts or enforce confidentiality, intellectual-property, non-circumvention, Equipment-return, or injunctive-relief obligations may recover reasonable attorneys’ fees and costs. Otherwise, fees will be allocated under AAA rules and applicable law.
36. Limitation Period
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM BY RESTAURANT ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, OR THE PARTIES’ RELATIONSHIP MUST BE FILED WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CLAIM, OR IT IS PERMANENTLY BARRED. This period applies regardless of when Restaurant discovered the alleged injury, except where applicable law requires a later accrual date or prohibits contractual shortening.
37. Force Majeure
V Grubs is not liable for delay, failure, interruption, or loss caused by events beyond its reasonable control, including acts of God; severe weather; fire; flood; earthquake; epidemic or pandemic; war; terrorism; civil unrest; labor disruption; supply shortage; transportation interruption; courier shortage; utility, internet, telecommunications, cloud, banking, payment-network, ACH, card-network, or third-party platform outage; cyberattack; denial-of-service event; government action; sanctions; embargo; legal or regulatory change; or failure of a supplier or subcontractor.
V Grubs’ obligations are suspended for the duration and extent of the event. V Grubs will use commercially reasonable efforts to mitigate material effects where practicable. Force majeure does not excuse Restaurant’s obligation to pay amounts accrued before or during the event or to protect Confidential Information and V Grubs Materials.
38. Audit and Records
Restaurant shall maintain complete and accurate records reasonably necessary to verify sales, order volume, refunds, chargebacks, taxes, virtual-brand performance, program compliance, insurance, fees, and other obligations for at least three (3) years, or longer if law requires.
Upon at least five (5) business days’ notice, or immediately where fraud, safety, or material noncompliance is reasonably suspected, V Grubs may audit relevant records, systems, inventory, packaging, preparation processes, and facilities during reasonable hours. V Grubs will minimize disruption and protect nonrelevant confidential information. Restaurant shall provide reasonable access and cooperation.
If an audit identifies an underpayment of more than five percent (5%) for the audited period, material noncompliance, or fraud, Restaurant shall promptly pay the deficiency, interest, and V Grubs’ reasonable audit costs. Audit rights do not limit other investigation, inspection, Marketplace, brand-owner, regulator, or collection rights.
39. Independent Contractors; No Fiduciary Relationship
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, employment, fiduciary, exclusive, or general agency relationship. Neither party may bind the other except for the limited operational authorization expressly granted in Section 7. Restaurant controls its personnel, premises, products, pricing except where program terms apply, and business decisions.
No Customer, courier, Marketplace, brand provider, or Authorized User is a third-party beneficiary of this Agreement. V Grubs does not owe Restaurant fiduciary duties regarding pricing, allocation, reserves, program administration, or other discretionary decisions.
40. Assignment; Change of Control; Successors
Restaurant may not assign, delegate, transfer, sublicense, or otherwise dispose of this Agreement, an Account, a payout right, or any obligation without V Grubs’ prior written consent. A sale of substantially all assets, equity transfer resulting in change of control, merger, franchise transfer, management transfer, or change in beneficial ownership is deemed an assignment and requires advance notice and consent.
V Grubs may assign or transfer this Agreement, in whole or part, without Restaurant’s consent to an affiliate, successor, financing source, purchaser of assets or equity, or in connection with a merger, reorganization, financing, or change of control. Subject to the foregoing, this Agreement binds and benefits the parties and their permitted successors and assigns.
A transfer of Restaurant’s business does not release Restaurant or any prior obligor from accrued obligations unless V Grubs expressly agrees in writing. Restaurant shall ensure that any permitted successor assumes this Agreement and completes required onboarding and verification.
41. Notices; Electronic Communications; Electronic Signatures
Restaurant consents to receive operational, billing, legal, security, marketing (subject to applicable opt-out rights), and account communications by email, SMS, phone, dashboard, in-product message, or other electronic means. Electronic communications satisfy any legal requirement that a communication be in writing to the extent permitted by law.
Notices to Restaurant may be sent to any Account contact and are effective when sent, posted, or made available. Formal legal notices to V Grubs must be sent to [email protected] with the subject “Legal Notice,” and are effective upon confirmed receipt. Restaurant shall keep contact information current.
Electronic signatures, Acceptance Actions, click-through acceptance, checkboxes, typed names, portal approvals, authenticated instructions, email approvals, and text-message approvals are binding and have the same legal effect as an original signature to the maximum extent permitted by applicable electronic-transactions law. No wet-ink signature, digital-signature certificate, or separately signed copy is required to form this Agreement. The parties consent to electronic contracting, electronic records, and electronic delivery and waive any objection solely because an agreement, notice, consent, or record is electronic.
V Grubs may create and retain an electronic acceptance record containing the accepted Terms version or a tamper-evident copy or hash, date and time, Account and location identifiers, user identifier, name, title or role, email or phone number, IP address, device or session information, authentication method, and the text and state of the acceptance interface. Restaurant consents to that collection and retention for contract administration, security, compliance, and proof of assent. V Grubs may provide an electronic copy of the accepted Terms through the Account, by download, or upon reasonable request.
42. Changes to Terms and Fees
V Grubs may update these Terms by posting a revised version or notifying Restaurant electronically. Unless a shorter period is required for law, security, fraud, third-party requirements, or a new feature, material changes will become effective on the date stated in the notice. Continued use after the effective date constitutes acceptance.
If Restaurant does not agree to a material change, Restaurant must stop using the affected Service and provide termination notice before the change becomes effective, subject to accrued obligations and any committed term that applicable law permits to remain enforceable. Changes do not retroactively alter a dispute for which a formal legal notice was received before the change.
43. Order of Precedence
If documents conflict, the following order controls, but only for the conflicting subject matter: (1) a mutually signed order form or amendment that expressly identifies the provision it overrides; (2) service-specific terms or schedules; (3) these Terms; (4) pricing schedules or dashboard pricing; and (5) proposals, sales materials, websites, help content, or other marketing materials.
A purchase order or Restaurant form is for administrative convenience only. Any additional or conflicting Restaurant terms are rejected and have no effect unless expressly accepted in a writing signed by an authorized V Grubs officer.
44. General Provisions
Governing Law. This Agreement is governed by the laws of the State of New York, without regard to conflict-of-law principles. Subject to Section 35, the state and federal courts located in New York County, New York have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.
Waiver. A waiver must be in a signed writing by the waiving party. Failure or delay to enforce a provision is not a waiver, and a waiver on one occasion is not a waiver on another.
Severability and Reformation. If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent and reformed where permitted to most closely reflect its purpose. The remaining provisions remain effective. If reformation is not permitted, the invalid portion is severed.
No Reliance. Restaurant acknowledges that it has not relied on any promise, representation, forecast, guarantee, or statement not expressly included in this Agreement. Headings are for convenience and do not affect interpretation.
Interpretation. “Including” means “including without limitation.” “Or” is inclusive. References to law include amendments and successors. The parties intend no presumption against the drafter. If a translated version conflicts with the English version, the English version controls.
Entire Agreement. This Agreement and incorporated order forms and schedules are the entire agreement regarding the Service and supersede prior or contemporaneous understandings on that subject. Except as stated in Section 42, an amendment must be in a writing accepted by authorized representatives of both parties.
Survival. Provisions that by nature should survive will survive termination, including payment and collection obligations; ACH authorization; reserves and offsets; banking-delay protections; ownership and licenses; Service Data; confidentiality; privacy and records; non-circumvention; Equipment return; disclaimers; liability limitations; indemnification; audit rights; dispute resolution; limitation periods; governing law; and general provisions.
Contact. Questions regarding these Terms may be sent to [email protected].
By accepting electronically, signing an applicable order form, or using the Service, Restaurant acknowledges that it has read, understood, and agreed to these Terms of Service.
EXHIBIT A
In-App Clickwrap Acceptance
V Grubs may present the following or substantially similar acceptance notice during onboarding, activation, login, checkout, enrollment in a new Service, or acceptance of an updated agreement:
Agreement to V Grubs Terms
By checking the box and selecting “Agree and Continue,” I acknowledge that I have reviewed and agree to the V Grubs Terms of Service, including the binding arbitration, jury-trial waiver, class-action waiver, payment authorization, and ACH debit provisions. I represent that I am authorized to accept the Terms for the Restaurant and its applicable location(s). I consent to use electronic records and understand that no handwritten or separate signature is required.
Required checkbox: I have read and agree to the V Grubs Terms of Service and have authority to bind the Restaurant.
Primary button: Agree and Continue
Secondary action: Cancel
The words “V Grubs Terms of Service” should appear as a conspicuous link that opens or downloads the exact version being accepted. The checkbox should be unchecked by default, the primary button should remain unavailable until the checkbox is selected, and acceptance should not be inferred from silence or a preselected control.
V Grubs should retain a reproducible acceptance record that identifies the Restaurant, accepting user, accepted Terms version, date and time, acceptance-interface text, checkbox state, and relevant Account, session, authentication, IP, and device information. The accepted version should remain retrievable after later updates. A copy should be available to Restaurant by download, Account access, or reasonable request.