By accessing or using the Services, you are accepting this Agreement and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement. If you do not agree with all of the provisions of this Agreement, do not access and/or use the Services. You may not access or use the Services or accept the Agreement if you are not at least 18 years old.
You also agree that your menu will be published to our platform.
OrderingSpace provides mobile and online ordering technology to the small and medium sized restaurants so that they can sell online from their website or social media pages.
OrderingSpace cloud based platform gives unprecedented mobile power in the hands of restaurants. Using a mobile phone or tablet, restaurant can easily manage online orders, keep their customers better informed as how long order will take, notify when order is ready for pick up or out for delivery, showcase menu with food pictures that sync up on web and mobile.
OrderingSpace platform provides customer insights, analytics and mobile marketing tools that let restaurant promote items, announce special events, share their story and connect with growing number of customers using mobile device.
Account Creation. In order to use certain features of the Services, you must register for an account with us (“your Account”) and provide certain information about yourself as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions provided in your Account settings. We may suspend or terminate your Account in accordance with the Terms and Termination.
Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
We provide website hosting services for the websites we create for Restaurants. While it is our intent for your website to operate uninterrupted, we cannot guarantee that your website will have 100% uptime or will remain free from interruption. OrderingSpace will not be responsible for any damages your business may suffer as a result of service interruptions.
Food Items and Restaurant Location Pictures
Whether or not you elect to use our website and/or mobile app hosting services, you are limited to 500 food/menu items per account unless otherwise agreed to by OrderingSpace or by upgrading your plan. Restaurants are allowed only one picture per food item and are limited to four location pictures unless you choose to upgrade your plan. Image files larger than 10 MB can not be uploaded.
Use of the Site, mobile app, and Services may be subject to certain payment terms or fees as determined in our sole discretion. We will provide notice of those fees then in effect in relation to any of our paid Services. If you wish to receive or use a paid Services, you are required to pay all applicable Fees in advance.
Pricing. Our pricing may vary. Prices may include a subscription fee and a fee per transaction for Online Orders. We will communicate more detailed information about our pricing to you before your enrollment. We may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms will become effective in the billing cycle following notice of such change to you as provided in this Agreement.
Subscription and Billing. Certain aspects of the Services may be provided for a fee, subscription or other charge. If you purchase a subscription from OrderingSpace, the subscription will automatically renew at the end of each billing cycle at which point you will automatically be charged on your anniversary date for the next billing cycle. The length of a billing cycle may vary depending on the type of subscription the User purchases (i.e. monthly and annually). Users may cancel their subscription at any time by following the instructions provided in your Account settings. Users will not be issued partial refunds for cancelations that occur in the middle of a billing cycle.
Payment Information; Taxes. All information that you provide in connection with a purchase or transaction must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases or transactions.
Responsibility for Payment. You are responsible for all fees, including taxes, associated with your use of the Service. You are responsible for providing us with a valid means of payment. User must keep current payment information on file with OrderingSpace and User’s account must be adequately funded to pay for any services rendered.
Payment Authorization. By agreeing to these terms, you are giving OrderingSpace permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize OrderingSpace to satisfy.
Notification of Payment or Non-Payment. We may but are not required to email you a receipt when your card has been charged or if a payment fails. If your card cannot be charged your access to Services may be suspended and you will need to update your card information in order to resume use.
Chargebacks. If you have a dispute concerning any payment transaction, please contact our billing department. If, at any time, you contact your bank or credit card company to reject the charge of any payable Fees (“Chargeback”), this act will be considered a breach of your payment obligations, and we reserve the right to automatically terminate your use of the Services. We reserve the right to dispute any Chargeback and take all reasonable action to authorize the transaction. In the event of a Chargeback, your User Account may be terminated and any files, data, or content contained in your Account may be subject to cancellation. OrderingSpace will not be liable for any loss of files, data, or content as a result of a Chargeback. In order to resume use of the Services, you must re-subscribe for the Services and pay all applicable fees for the Service as well as any fees incurred by us or our payment processor as a result of the Chargeback.
Users may cancel their Account or any paid Service at any time by following by following the instructions provided in your account settings. If you cancel Services that were a part of any automatic recurring subscription, those Services will terminate at the end of your current billing cycle. Users cannot cancel Services in the middle of a billing cycle and get a refund for any unused days in the billing cycle. If you wish you cancel any Service before you are automatically charged for the next billing cycle, we recommend you take the steps necessary to cancel such Services no later than ten (10) days before the end of the current billing cycle to allow enough time for the cancellation to process.
Loss of Data or Content. If your Account is canceled by you or terminated by us in accordance with the terms of this Agreement, this may result in a loss of your User files, data, or content, or access to Third Party Services. Whether or not your Account is cancelled or terminated, you are responsible for backing up your own data. Your data may be stored in third-party hardware used by OrderingSpace, and OrderingSpace has no control over the protection of that data. If we are hosting a Restaurant Site/App we have created for you, cancelation of your Account will result in termination of your use of the Restaurant Site/App. Upon cancellation of your Account, we will transfer the domain to you. Before cancelling your Account, you are solely responsible to taking any action necessary to retrieve any of your User Data or Content. We will not be liable for any lost files, data, or content.
As a part of our Service, OrderingSpace processes Online Orders from your Restaurant Site/App in exchange for a service fee, subject to the following terms:
Customer Payments to Restaurants. You authorize OrderingSpace to process Online Orders. We will have sole discretion to determine the payment processor used to collect payments in connection with food item orders. You are responsible for entering a Stripe Connect Agreement with our payment processor, Stripe. You acknowledge and agree that our payment processor may charge a fee in connection with payment transactions that occur on your website or mobile app (“Processing Fee”). You also acknowledge and agree that we may charge a fee (“Service Fee”) for facilitating such transactions, which we may change from time to time in our sole discretion. You agree that any amounts due to you resulting from online orders from your website or mobile app will be less all Processing Fees and Services Fees. Our payment processor is responsible for remitting payment from all Online Orders to you. You understand and consent to a delay (approximately 1-2 business days) in receiving such funds from our payment processor and agree that we will not be liable for delays in payment. RESTAURANT EXPRESSLY ACKNOWLEDGES, AGREES, AND UNDERSTANDS THAT ORDERINGSPACE IS NOT AND WILL NOT BE LIABLE FOR ANY SUMS THAT OUR PAYMENT PROCESSOR FAILS TO REMIT TO RESTAURANT IN CONNECTION WITH THE ORDERS, AND RESTAURANT’S SOLE RECOURSE WILL BE DIRECTLY AGAINST OUR PAYMENT PROCESSOR, AS APPLICABLE, PURSUANT TO THE CAA AS APPLICABLE. RESTAURANT FULLY, FINALLY, AND FOREVER RELEASES ORDERINGSPACE FROM ANY AND ALL CLAIMS ARISING OUT OF OUR PAYMENT PROCESSOR’S FAILURE TO REMIT PAYMENT IN CONNECTION WITH THE ORDERS.
Returns. There may be situations where a customer returns an order, requests a refund, and issues a chargeback. All refunds are transmitted by the payment processor. Should you determine that a Customer is entitled to a refund, you are responsible for contacting our payment processor directly about issuing a refund. Restaurant is solely responsible for any fees from the payment processor associated with a chargeback.
Taxes. You are responsible for ensuring that the appropriate tax rates are set forth on your website for all online orders and that such information is up-to-date. We will not verify if the tax rates you’ve communicated to us or included on your website or mobile app are correct. You are responsible for paying all applicable sales, use, and other such taxes related to all Online Orders.
Customer Charges. Restaurant is solely responsible for insuring the prices charged by our Service to Customers are accurate, including Restaurant’s menu price and applicable taxes. By accepting an order, Restaurant verifies that all charges are correct. If there is incorrect pricing on an order that is placed, Restaurant should not accept the order and refund the money to the Customer. Please contact us if you notice a price discrepancy in any transaction.
We Are Not a Party to Transactions. All customer orders whether through your website or branded mobile app, are between you and your customers. We merely facilitate the transaction. You release and indemnify us for all disputes arising between you and your customers.
Customer Information. Restaurants may have access to Customers’ personal information from placing Online Orders (i.e. name, phone number, and address) (“Customer Information”). You may only share Customer Information with third-parties if sharing of the information is necessary to provide the service (such as the use of third-party delivery services). You are prohibited from sharing Customer Information with third-parties for any other purpose, including by not limited to marketing and promotional purposes. You may not sell Customer Information.
iPad, Printer and Internet Connectivity
Restaurant agrees to obtain at its own expense an Apple iPad that runs on the current version of iOS to use the Platform. Restaurant must also obtain a compatible Apple AirPrint Wireless Receipt Printer, and a list of compatible printers can be obtained from OrderingSpace. An internet connection is required to use the Platform.
Restaurant Website Policies
You are responsible for maintaining appropriate website terms and conditions and privacy policies on your website and ensuring such policies comply with the law in your jurisdiction. Such policies must adequately inform your website visitors that they will be subject to the terms of OrderingSpace upon registering and account or placing an order.
Ownership of Content and Intellectual Property
Our Services include using our website, order services, and mobile app platforms (“Platforms”) with your content to create and maintain custom websites and/or mobile apps for your Restaurant. As such, it is important to define each parties’ ownerships, rights, and license.
OrderingSpace Property. OrderingSpace owns and will own all right, title, and interest in and to the Platform, including all source code, object code, operating instructions, and interfaces developed for or relating to the Platforms, together with all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, and derivative works, including all copyrights and other intellectual property rights relating thereto (the “OrderingSpace Intellectual Property”). Restaurant will have no rights with respect to the OrderingSpace Intellectual Property other than those expressly granted in these Terms. We reserve all rights not granted in this Agreement.
Rights and Licenses to Our Platform
License to Use Our Platform. We grant you a non-transferable, non-exclusive, right to access and use the Platforms for your use.
Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platforms; (b) you will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platforms; (c) you will not access the Platforms in order to build a similar or competitive service; and (d) except as expressly stated in these terms, no part of the Platforms may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Platforms will be subject to the terms of this Agreement. All copyright and other proprietary notices on any Services content must be retained on all copies.
Modification. We reserve the right, at any time, to modify, suspend, or discontinue the Platforms with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, except and if otherwise expressly set forth in this Agreement.
License Grant to Restaurant Content
During the Term of this Agreement, you grant, and you represent and warrant that you have the right to grant, to us an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display, visually format and perform, prepare derivative works of, incorporate into other works, and otherwise use your Restaurant Content and Marks through the Platforms and in connection with the Services we provide you and to the extent necessary to provide those services to you. You consent to our use and display of your name and Marks on our site identifying you as our customer.
Restaurant represents and warrants that:
- It will not take any action that has the effect of discouraging Customers to use or Order from the Platform;
- It will treat Customers using or Order through the Platform in the same manner and with the same quality of service as Customers not using the Platform including the following;
- It will charge the same or lower prices to Customers using the Platform that it charges customers not using the Platform;
- It will timely and properly processing all Online Orders;
- It understands the applicable alcohol control laws in its jurisdiction, and when a Customer places an Order that includes alcohol, Restaurant shall abide by such laws, including, without limitation, confirming end user’s eligibility to purchase a product, especially in the case of beverages containing alcohol checking Customer’s ID at the time of delivery to confirm that Customer is permitted to purchase and receive the alcohol;
- It will not sell any tobacco related products or illegal substances online;
- It will comply with all applicable laws in Restaurant’s geographic location; and
THE SERVICES, INCLUDING THE SITE, ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES: (a) WILL MEET YOUR REQUIREMENTS; (b) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (c) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE OR (d) THAT THE SERVICES WILL BE TO YOUR SATISFACTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitation on Liability
IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
IN NO EVENT WILL ORDERINGSPACE TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNTS YOU’VE PAID ORDERINGSPACE IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You agree to indemnify and hold us (and our officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your User Content, (c) your violation of this Agreement; (d) a dispute with any Restaurant Customer; or (d) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Term and Termination
Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Site and/or Services (including your Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement. Upon termination of this Agreement, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account involves deletion of your Restaurant Content from our live databases. We will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your Restaurant Content. Upon termination of this Agreement, all of the provisions will terminate except those that by their nature should survive.
Changes to Agreement. This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any significant changes to this Agreement will be effective 30 days after posting such notice. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site or Services following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Ordering Space LLC D/B/A OrderingSpace