RESTAURANT AGREEMENT

Thank you for choosing Allday Ordering™’s restaurant online ordering services to power your restaurant’s online storefront. Below are important legal terms that apply to businesses that use our services. These Terms of Service between you and your authorized employees and agents and Allday Ordering LLC (Allday Ordering) govern your access to and use of Allday’s products and services (collectively, Allday Ordering Services). 

ALLDAY ORDERING SERVICES

Allday Ordering Services are designed to empower restaurants and food services to sell directly to customers online while maintaining their own web presence and branding experience. Through integration of the Allday Ordering Services, Client may maintain its own online menu listings (herein “Client Website”) together with any content displayed thereon (herein “Client Content).  Allday Ordering Services are defined as Allday Ordering’s restaurant online ordering services, Allday Ordering’s software plugins, the AlldayOrdering.com website and/or any other services, applications and features offered by Allday Ordering with respect thereto. Allday Ordering Services provides its clients with the tools and features for creating and publishing online stores, mobile apps and other applications by utilizing the client’s own content together with content, features and tools offered by Allday Ordering and others via our services.

AUTHORIZATION AND BINDING AGREEMENT

These Allday Ordering Terms of Service (“Terms of Service”), together with our Privacy Policy available at http://Alldayordering.com/privacy-policy/ (“Privacy Policy”), each as may be amended from time to time by Allday Ordering  and presented on the AlldayOrdering.com website, are collectively referred to as the “Agreement”. The Agreement sets forth the terms and conditions applicable to each client of the Allday Ordering Services.

PLEASE READ THIS TERMS OF USE CAREFULLY. BY ACCESSING OR USING THE WEBSITE OR SERVICES, CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE OR DOWNLOADING THE APPLICATION, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH ALLDAY ORDERING AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF USE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE, APPLICATION OR SERVICES.

UPDATES TO TERMS

Please be aware that Allday Ordering may update these Terms of Use at any time, at its sole discretion. When updates occur, a new version of the Terms of Use will be available on the website and within the app, and we'll update the "Last Updated" date at the bottom of the document. For material changes, if you have registered an account with us, we'll also send an email notification to the last email address you provided. Changes take effect immediately for new users and 30 days after posting for existing users. For those with an existing account, changes are effective 30 days after posting on our website or 30 days after we email you about the changes, whichever comes first. We may ask for your explicit agreement to the updated Terms of Use before you can continue using our website, app, or services. If you disagree with the changes, you must stop using Allday Ordering’s services. Otherwise, your continued use indicates your agreement to the changes. Please check our website regularly for the latest Terms of Use.

1. SETUP OF CLIENT ACCOUNT

1.1 Account Registration. In order to access and use certain sections and features of the Allday Ordering Services, you must first register and create an account with Allday Ordering (“Client Account”). 

1.2 Access Control. It is your responsibility to control access to your Client Account and Client Websites through your password. We strongly encourage you to keep the log-in credentials of your Client Account confidential, and allow access only on a need-to-know basis to people you trust. Access to your Client Account or any of your Client Website settings allows changes to be made to your Client Website(s) and Client Account, and in doing so constitutes acceptance of any legal terms applicable at that time. All access to your Client Account and Client Websites will be deemed to have occurred on your behalf and in your name. Allday Ordering  will consider the owner of a Client Account, Client Website and/or Client Content created on or uploaded with the Allday Ordering Services, to be the person or entity who has access to the e-mail address listed in Allday Ordering’s records for such User Account under which such Client Website or Client Content was created.  You will be solely and fully responsible for all activities that occur under your Client Account and/or Client Websites (including adhering to any legal terms available therein) whether or not specifically authorized by you, and for any damages, expenses or losses that may result from such activities.

1.3 Account Information. You must provide accurate and complete information when registering your Client Account and using the Allday Ordering Services. You must provide valid contact and billing details, including your valid e-mail address.

1.4 Contact Information and Identification of Ownership. We may use your e-mail address to identify and determine the actual and true owner of the Client Account and/or content submitted to us by Client for use in building the Client Website including to any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artwork, interfaces, text, and literary works (“Client Content”). We reserve the right to determine ownership to a Client Account, whether or not an independent investigation has been conducted by us. 

2. USAGE OF ALLDAY ORDERING SERVICES

2.1 License Grant to Client. Under the terms of our agreement, Allday Ordering provides you (“Client”) with a conditional, non-transferable, non-sublicensable, exclusive, revocable right to allow its employees to use the Services exclusively for the Client’s internal business needs. Client is granted no rights beyond what is explicitly outlined for the duration of the Agreement.  No ownership rights shall be acquired by Client as a result of its use of the Allday Ordering Services or any Intellectual Property Rights.  

2.2 Security Responsibilities. Client shall safeguard its environment, including all related equipment and access credentials to its account. Client assumes full accountability for all actions taken through its account, whether sanctioned by the Client or not. Immediate notification to Allday Ordering is required in the event of any unauthorized access, along with collaboration to prevent further breaches. For hardware shipments, ownership and risk transfer to the Client at the point of shipment.

2.3 Access to Services. Allday Ordering may offer the Client access to certain proprietary applications and platforms. It is the Client’s duty to ensure that all employees using these tools agree to these Terms of Use.

2.4 Communications Consent. By engaging with our Services, Client agrees to Allday Ordering's use of provided contact information for communication purposes. This includes authorization for Allday Ordering to send automated or pre-recorded messages and texts to the provided mobile phone numbers or email addresses, related to transactions, service updates, and account notices.

3. SETUP, MAINTENANCE AND MANAGEMENT

3.1 Website Integration. During the onboarding process, and subject to the compatibility of the existing website maintained by Client (herein “Client Website”) together with any content displayed thereon (herein “Client Content).  Allday Ordering will set up the Client Website for integration with Allday Ordering Services.  Allday Ordering shall commence such integration upon receipt from Client of all necessary information.  Allday Ordering shall complete online and mobile ordering for the first location Client Website menu draft within thirty (30) business days from the date of the commencement, provided that, Client timely provides information and corrections as Allday Ordering requests. The initial setup is limited to Allday Ordering incorporating the Allday Ordering Services to the Client’s Website.  Allday Ordering shall, in its own discretion, determine whether Client’s Website satisfies Allday Ordering’s branding quality measures. Client must notify Allday Ordering of any changes within five (5) business days from the date when Client was first notified to review the Client Website.

3.2 Client Website Maintenance. Client shall be solely responsible for any and all maintenance and changes to the Client Website.  To the extent any design or technical changes, including updates, are made, Client shall notify Allday Ordering in advance in order to allow Allday Ordering sufficient time to assess the changes and update the Allday Ordering Services plugin as may be necessary to maintain service.

4. 4. RESTRICTIONS ON USE

4.1 Restrictions on Use. Client shall not directly or indirectly engage in reverse engineering, decompiling, disassembling, or any other attempt to discern the source code or underlying ideas or algorithms of the Services; modify, translate, or create derivative works from the Services; copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer rights to the Services; use the Services to support, or assist third parties in building competitive products or services; remove proprietary notices from the Services; use the Services for any fraudulent activities or in ways that could harm, disable, or impair the Services; violate any usage guidelines or requirements provided by Allday Ordering; conduct unauthorized vulnerability testing; or replicate any features or graphics of the Services.

4.2 Client Representations, Warranties, and Covenants Regarding Transaction. Client guarantees that all transactions represent genuine sales, accurately describe the goods or services provided, and comply with all applicable laws and this Agreement. The Client will resolve disputes with customers directly and ensure compliance with laws relating to data retention and protection. The Client acknowledges the payment processing services are intended for use within the USA and subject to export controls. The Client is responsible for maintaining accurate and up-to-date information and for compliance with all legal and regulatory requirements.

4.3 Use and Compliance. The Services are to be used solely for the Client's business and not on behalf of any third parties. The Client agrees not to act as a payment intermediary or aggregator. Information submitted by the Client will be reviewed by Allday Ordering and shared with payment providers as necessary to provide the Services. The Client consents to Allday Ordering sharing information for validation and service provision purposes. Allday Ordering reserves the right to terminate the Agreement if the Client is found non-compliant.

4.4 Provision of Accurate Information. Client must promptly provide any requested information, including for compliance checks and must allow Allday Ordering or its agents to inspect the Client’s premises as requested. The Client and its owners authorize Allday Ordering to obtain identity and background checks as necessary for compliance with the Bank Secrecy Act, PATRIOT Act, and other regulations.

4.5 Maintenance and Compatibility. Allday Ordering may perform maintenance on the Services, which may lead to interruptions or issues for which Allday Ordering will not be liable. The Services require compatible devices, and the Client is responsible for any associated internet or data fees. The Client must ensure that all communications with customers are lawful and in accordance with customer consent.

4.6 Community Standards. Client agrees to abide by Allday Ordering's community policies, as set forth in Section 9, which prohibits the use of Allday Ordering Services for unauthorized sales transactions. 

5. OWNERSHIP: DATA AND INTELLECTUAL PROPERTY

5.1 Allday Ordering IP. All rights, titles, and interests, including copyrights and worldwide Intellectual Property Rights in the Allday Services, remain with Allday Ordering (and/or its Affiliates or licensors). This encompasses all derivatives, modifications, enhancements, and new features or services, irrespective of the developer.  Without limiting the foregoing, as between Allday Ordering and Client, Allday Ordering shall own all right, title and interest in and to the Allday Ordering Services and the AlldayOrdering.com website, including any and all copyrightable materials and any other content which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, the “look and feel” of the Allday Ordering Services and the AlldayOrdering.com website, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered or patented and/or capable of being registered or patented (collectively, “Intellectual Property”), and any derivations thereof, are owned by and/or licensed to Allday Ordering 

5.2 Limited License Subject to your full compliance with these Terms of Service and timely payment of all applicable Fees, Allday Ordering hereby grants you, upon creating your Client Account and for as long as Allday Ordering  provides you with the Allday Ordering Services, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the Allday Ordering™ Services and the AlldayOrdering.com website , solely for the purpose of generating and displaying your Client Website to End Users and offering your products and services therein, solely as expressly permitted under these Terms of Service, and solely within the Allday Ordering Services. Client agrees not to use the Allday Ordering Services or the AlldayOrdering.com website for any other purpose.

5.2 Client Data As between Allday Ordering  and Client, Client shall own all intellectual property pertaining to Client Content. Client hereby grants to Allday Ordering  a royalty-free, irrevocable, non-exclusive, transferable and sub-licensable right and license to use your Client Content (in whole or in part) worldwide in order to provide you with the Allday Ordering Services for as long as such services are provided. Unless you opt out, Client hereby grants Allday Ordering  a royalty-free, irrevocable, non-exclusive, transferable and sub-licensable right to use Client’s company name, logos and any version of Client Website and Client Content or any part thereof solely for Allday Ordering ’s marketing and promotional activities, online and/or offline, and to modify it as reasonably required for such purposes, and Client waives any claims against Allday Ordering  or a third party acting on its behalf relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide that you may have in or to your Client Website with respect to such limited permitted uses.

5.3 Customer Data. Both Allday Ordering and the Client will collect and use Customer Data in service provision, adhering to applicable laws and regulations. If the Client uses Customer Data beyond the scope of this Agreement, it must implement additional measures such as obtaining consent or providing notice as required by applicable law. Each Party is responsible for implementing and maintaining appropriate technical, organizational and administrative security controls to safeguard Personal Information as well as other data associated with its respective obligations under the Agreement and the provision of the Services. For the avoidance of doubt, this includes access controls and ensuring that Personal Information or other data collected as part of the Services is not improperly disclosed. In all cases, this obligation shall not limit Merchant’s obligations regarding the implementation of any security measures required under the Applicable data protection laws. If either Party (whether directly or through a third party) discovers or becomes aware of a security incident, the discovering Party shall promptly notify the other Party and take any additional steps that are reasonably necessary to remedy any non-compliance with this Agreement. This includes complying with all applicable requirements of the Agreement as well as cooperation with the investigation of the security incident. To the extent any security incident is attributable to the acts or omissions of Client, Client shall bear all costs associated with remedying the security incident and complying with its legal obligations under the Applicable data protection laws.

5.4 Anonymized Data. Allday Ordering may create and use anonymized or aggregated data from Client and Customer Data for lawful purposes, including statistical analysis and service improvement, without obligation to the Client. Allday Ordering retains all Intellectual Property Rights to such data.

5.5 Use of Client’s Marks. Client grants Allday Ordering a nonexclusive, royalty-free license to use the Client's trademarks for marketing and identification purposes, with all rights remaining with the Client. All use of the Client's marks by Allday Ordering will benefit the Client.

5.6 Compliance with Third-Party Licenses. Client agree to adhere to the terms and conditions of all associated payment networks and other third parties (including, but not limited to, Stripe and Authorize.net), covering the use of their trademarks, logos, and any other intellectual property or licensing requirements. Upon the termination of this Agreement, the Client agrees to promptly cease the use and display of these trademarks, logos, and adhere to any other licensing obligations related to the third-party intellectual property.

5.7 No Ownership of Allday Ordering IP. The Allday Ordering Terms of Service do not convey any right or interest in or to Allday Ordering ’s Intellectual Property (or any part thereof), except for the limited license expressly granted above. Nothing in these Terms of Service constitutes an assignment or waiver of Allday Ordering ’s Intellectual Property rights under any law.

5.8 Allday Ownership of Feedback.  Allday Ordering  appreciates hearing feedback from its clients in order to continually improve the experience for our clients and end users. If you provide us with any suggestions, comments or other feedback relating to the Allday Ordering Services (whether existing, suggested or contemplated), which is or may be subject to any Intellectual Property rights (“Feedback”), such Feedback shall be exclusively owned by Allday Ordering . By providing such Feedback to Allday Ordering Client (1) agrees to assign and hereby assigns to Allday Ordering  all right, title and interest in and to such Feedback, (2) explicitly and irrevocably waives any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback, and (3) agrees to execute documents, including without limit assignments, as necessary or useful for such purposes.

6. PAYMENTS PROCESSING

6.1 Authorized Payment Provider Partners.  Allday Ordering  partners with Stripe and Authorize.Net for processing of and payment for orders made through Allday Ordering Services by Client’s customers (“End User”). Allday Ordering never stores full credit card details on its own systems. By becoming a Allday Ordering  client, you must agree to Stripe’s Services Agreement (https.//stripe.com/us/legal/) and the Stripe Connected Account Agreement (https.//stripe.com/us/connect-account/legal) or the terms of Authorize.net (https.//www.authorize.net/company/terms/), depending on which payment processor you choose to use on your Allday Ordering account.  Client shall be responsible for payment of all associated credit card processing fees and Allday Ordering  is not responsible for paying any additional fees or commissions associated with your Stripe or Authorize.Net account. 

6.2 Compliance with Credit Card Surcharge Laws.  Any quoted rates for Allday Ordering Services are independent of any fees you are responsible for paying under your agreement with Stripe or Authorize.Net.  Client shall be solely responsible for ensuring compliance with all applicable state and local laws and regulations related to the disclosure of charges, with specific adherence to the laws of New York concerning credit surcharge fees. Client is expressly prohibited from representing to its customers that the Online Ordering Fee is associated with or related to any credit card processing fees. Furthermore, the Client agrees not to increase the Online Ordering Fee provided by Allday Ordering or to amalgamate it with any other charges, such as credit card processing fees, convenience fees, or any additional fees charged on its website.

6.3 Tax Reporting It is the Client’s duty to identify and fulfill all legal and regulatory obligations regarding the reporting, collection, and remittance of taxes, duties, or other governmental fees associated with the sale of their products and services, payments received, or any transactions resulting from the use of Allday Ordering's Services. Allday Ordering does not guarantee that its Services will enable Client to comply with specific tax obligations in any jurisdiction.  Allday Ordering may need to fulfill reporting obligations under relevant laws and regulations, including tax laws, which involve reporting certain tax-related information to tax authorities concerning Client's use of the Services. Client must provide Allday Ordering with necessary information or assistance upon request to ensure compliance with tax compliance or reporting requirements. Client acknowledges that Allday Ordering will report this required information to the applicable tax and revenue authorities and agrees to cooperate fully with any tax authority inquiries, audits, or examinations to substantiate and document taxes collected and remitted under this agreement.  Additionally, Allday Ordering may be obligated to annually report to the Internal Revenue Service and relevant state tax authorities details such as Client's name, address, phone number, Tax Identification Number (including SSN or EIN), IRS account numbers, the total gross payments received in a calendar year and for each month within that year, among other required details. These requirements may vary based on applicable laws and regulations. Client acknowledges that Allday Ordering may undertake actions to maintain compliance with such reporting requirements as deemed necessary under applicable laws and regulations.

7. ALLDAY ONLINE ORDERING FEE

7.1 Allday Ordering will charge a fee of $2.00 per order, a rate that can be modified by Allday Ordering upon providing 30-day notice to Client. Client is prohibited from adding any upcharges to this fee or altering it in any manner. This fee will be clearly communicated to the customer at the point of checkout and will be collected directly from the customer, ensuring transparency and compliance with the agreed terms between Allday Ordering and the Client.

8. CANCELLATION BY CLIENT

8.1 Client may cancel use of Service by providing 30-day notice in writing to Allday Ordering  and submitting a cancellation request. Upon receipt of Client’s cancellation request, Allday Ordering will promptly terminate Client’s access to the Client Account and Client Website. Allday Ordering reserves the right to discontinue Services at any time for any reason upon notice to Client. Allday Ordering shall have no responsibility to notify any third party of any suspension, restriction or cancellation of Allday Ordering’s Services as integrated on Client’s Website. Allday Ordering shall have no obligation to maintain any orders, reports, data, or other content in Client Website or forward any data to Client or any third party.

9. FAIR USE POLICY AND PROHIBITED CONTENT

9.1 Allday Discretion Allday Ordering  shall have the absolute and unilateral right in its sole discretion to deny use of and access to all or any portion of the Allday Ordering Services to Clients who are deemed by Allday Ordering  to be using the Allday Ordering Services in a manner not reasonably intended by Allday Ordering including without limit using prohibited content as set forth below, or in violation of law, including but not limited to suspending or terminating a Client’s license to use the Allday Ordering Services .

9.2 Prohibited Activities Client may not use the Allday Ordering™ Services or AlldayOrdering.com website for illegal activity and shall not provide, sell or offer to sell the following. controlled substances; illegal drugs and drug contraband; weapons; pirated materials; instructions on making, assembling or obtaining illegal goods or weapons to attack others; information that violates another’s copyright, trademark, patent or other intellectual property rights; information used to illegally harm any people or animals; obscenity, pornography, nudity, sexual products, escort services or other adult content. Allday Ordering  in its sole discretion shall determine if Client has violated this section. 

10. MENU PRICING

Restaurant represents and warrants that the prices it charges Customers through the Allday Ordering Platform shall be the same prices (or lower) that it charges customers not using the Allday Ordering Platform. To the extent Restaurant implements alternate pricing for online orders, such pricing difference shall be communicated to Allday Ordering in writing, and Allday Ordering reserves the right to reject such pricing differences.  In the event Restaurant breaches the foregoing representation and warranty, Restaurant shall be liable to the Customer for, and Allday Ordering may automatically deduct from Restaurant’s account, the difference between the prices charged to a Customer and the prices offered for the same item(s) by Restaurant outside of the Allday Ordering Platform.

11. THIRD-PARTY DELIVERY (OPTIONAL FEATURE)

Allday Ordering may offer, at its sole discretion, an optional integration with a third-party delivery facilitation platform, known as Inhousedelivery.com OpenSimSim Inc., trading as Inhousedelivery.com (“IHD”), for the purpose of coordinating the delivery of orders placed through the Allday Ordering platform. IHD is operated by an independent, unaffiliated third party and utilizes a network of third-party delivery service providers (“Third-Party Carriers”) to perform delivery services. Use of this delivery integration feature is strictly optional, subject to the following terms and Client is solely responsible for evaluating whether to enable and utilize such functionality in connection with Client’s business operations.

By enabling or utilizing this optional feature, Client expressly acknowledges and agrees as follows (the “Delivery Integration Terms”):

A) Facilitation Only. Allday Ordering does not provide any delivery services and is not a delivery carrier. Allday Ordering’s role is limited to facilitating the technological integration with IHD to enable Client to access delivery fulfillment options offered by Third-Party Carriers.

B) Third-Party Terms Apply. Any and all deliveries facilitated through IHD shall be subject exclusively to the terms, conditions, policies, privacy policy and agreements of IHD and/or the applicable Third-Party Carrier. Allday Ordering shall have no responsibility or liability for any acts, omissions, performance, non-performance, or conduct of IHD or any Third-Party Carrier.

C) Best-Effort Selection. The integration is designed to programmatically select, based on real-time availability and pricing data, the delivery provider offering the most cost-effective option for a given delivery address at the time of the transaction. However, Allday Ordering does not guarantee the accuracy or performance of such selection, nor the fulfillment of delivery by any selected provider.

D) Delivery Cancellations, Refunds, and Support. Allday Ordering may provide functionality within the platform to cancel deliveries or initiate refund requests for convenience; however, Allday Ordering is not a party to any delivery transaction and does not process or issue delivery-related refunds. Any concerns related to refunds, delivery fulfillment, timeliness, or driver behavior must be addressed directly to IHD. While Allday Ordering’s support team may assist in guiding users, it will refer all such matters to IHD for investigation and resolution.

E) Delivery Billing and Reimbursement. When utilizing the In-House Delivery integration, billing for delivery services is handled directly by IHD. IHD requires that a valid billing method be kept on file for by Client, and your method of payment will be charged at the time a delivery order is placed. Allday Ordering does not collect or process payments for delivery services on behalf of IHD. To facilitate reimbursement for delivery fees, if applicable, Allday Ordering will automatically add the applicable delivery fee to the end customer’s order total, based on your account settings. Client may choose to pass the full delivery fee, a partial amount (a percentage), or none of it to the end customer. Your selected preference will determine how much of the delivery fee is included in the customer’s charge at checkout.

F) NO WARRANTIES OR GUARANTEES. ALLDAY ORDERING MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE AVAILABILITY, RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR SAFETY OF ANY DELIVERY SERVICES ARRANGED THROUGH IHD OR ITS THIRD-PARTY CARRIERS.

G) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALLDAY ORDERING SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO CLIENT’S USE OF, OR INABILITY TO USE, THE DELIVERY INTEGRATION FEATURE OR ANY DELIVERY SERVICES FACILITATED THEREBY.

H) INDEMNIFICATION. CLIENT AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ALLDAY ORDERING, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH CLIENT’S USE OF THE DELIVERY INTEGRATION FEATURE, INCLUDING ANY CLAIMS RELATED TO ACTS OR OMISSIONS OF IHD OR THIRD-PARTY CARRIERS.

12. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER

12.1 Limitation on Liability Under no circumstances shall Allday Ordering or its Affiliates be liable for any indirect, exemplary, incidental, special, or consequential damages; loss of use, inaccuracies, cost of procurement of substitute goods, services, or technology; loss of profits, data, or business interruption; or for any events beyond its reasonable control, whether foreseeable or not, even if Allday Ordering has been advised of the possibility of such damages, and even if a remedy specified in this agreement fails to achieve its essential purpose. To the fullest extent allowed by law and regulations, the total liability of Allday Ordering and its Affiliates for all claims arising from this agreement shall not exceed the amount of fees paid by the Client to Allday Ordering in the twelve (12) months immediately preceding the claim.

12.2 WARRANTY DISCLAIMER Allday Ordering does not guarantee that the Services, including any features allowing the Client to process payments or use the Services with third-party devices, will be compatible with all third-party devices or carriers. The Client's use of the Services may be governed by agreements with their third-party device manufacturers and carriers, and the Client is responsible for all carrier-related fees, including data transfer fees. All third-party hardware and products provided or sold with the Services come with warranties and terms solely from the manufacturers, who are responsible for service and support. Clients should direct service, support, or warranty inquiries to the manufacturer directly. EXCEPT AS EXPLICITLY STATED IN THIS AGREEMENT, ALLDAY ORDERING AND ITS THIRD-PARTY PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES. THIS INCLUDES, BUT IS NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUALITY. ALLDAY ORDERING AND ITS THIRD-PARTY PROVIDERS DO NOT WARRANT THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICES OR ANY RESULTS OBTAINED BY USING THE SERVICES. ALLDAY ORDERING AND ITS THIRD-PARTY PROVIDERS DO NOT GUARANTEE THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR ERROR, OR THAT THEY WILL MEET THE CLIENT’S REQUIREMENTS. THE CLIENT ACKNOWLEDGES THAT ALLDAY ORDERING DOES NOT CONTROL DATA TRANSFER OVER COMMUNICATION FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY FACE LIMITATIONS, DELAYS, AND OTHER ISSUES INHERENT IN USING SUCH COMMUNICATION FACILITIES. ALLDAY ORDERING IS NOT LIABLE FOR ANY DELAYS, FAILURES, OR DAMAGES RESULTING FROM SUCH ISSUES. FURTHERMORE, ALLDAY ORDERING DOES NOT WARRANT OR GUARANTEE DETECTION, REPORTING, OR REMEDIATION OF ALL SECURITY ATTACKS, NOR DOES IT GUARANTEE THERE WILL BE NO SECURITY BREACHES BY THIRD PARTIES. EXCEPT WHERE EXPRESSLY STATED BY ALLDAY ORDERING, THE SERVICES ARE PROVIDED TO THE CLIENT ON AN "AS IS" BASIS.

13. INDEMNIFICATION

13.1 Allday Ordering Indemnification. Allday Ordering shall indemnify, defend, and hold harmless the Client, including its directors, officers, employees, affiliates, and agents, from any third-party claims alleging that the Client's use of the Services infringes upon or misappropriates any third-party copyright or trade secret rights. Allday Ordering will cover all associated costs, including reasonable attorney’s fees and any damages awarded against the Client by a court of competent jurisdiction or those payable by the Client under a settlement agreement approved by Allday Ordering, provided that the Client (a) promptly notifies Allday Ordering in writing of the claim, (b) grants Allday Ordering sole control over the defense and settlement of the claim, and (c) offers Allday Ordering all reasonable assistance at Allday Ordering's expense. Should the Services be, or in Allday Ordering's opinion are likely to become, the subject of an infringement or misappropriation claim, Allday Ordering may, at its discretion and expense, (i) secure for the Client the right to continue using the Services, (ii) replace or modify the Services to avoid infringement or misappropriation, or (iii) refund the Client for any prepaid, unused subscription fees for the current term of the Services, after which Allday Ordering may terminate this Agreement with written notice to the Client. However, this indemnification does not cover claims arising from (i) the Client's designs, specifications, or modifications, (ii) use of the Services in combination with other equipment, software, or products not provided by Allday Ordering if the infringement or misappropriation would not have occurred without such combination, (iii) the Client's failure to install updates provided by Allday Ordering that could have prevented or mitigated the claim, (iv) claims made by non-practicing entities, (v) the Client's failure to follow Allday Ordering’s instructions regarding the claim, which would have prevented or mitigated it, or (vi) claims due to the Client's gross negligence or willful misconduct. This section represents the Client's sole and exclusive remedy and Allday Ordering's entire liability regarding infringement and misappropriation claims.

13.2 Client Indemnification. Client shall indemnify, defend, and hold harmless Allday Ordering and its directors, officers, employees, affiliates, and agents from any third-party proceedings, claims, losses, damages, liabilities, fines, fees, costs, and expenses arising from or related to the use of Allday Ordering's Services, to the extent permitted by applicable laws and regulations. This includes covering all reasonable legal, accounting, and collection costs incurred by Allday Ordering, except for those resulting from Allday Ordering’s gross negligence or willful misconduct, as outlined in Section 13.1. The Client’s obligations under this indemnification include but are not limited to claims arising from. (a) the Client’s use of the Services, excluding instances where Allday Ordering is at fault as specified in Section 13.1; (b) Allday Ordering’s processing activities on the Client's behalf; (c) breaches or nonperformance by the Client or its employees of any provision of this Agreement; (d) any tax assessments; (e) claims related to Allday Ordering’s use of the Client's Content, Client data or intellectual property; (f) compliance with laws related to credit card surcharges and maintaining transparency in customer pricing; and (g) Client’s, or its agents, employees, or contractors, gross negligence or willful misconduct.  This comprehensive indemnification safeguards Allday Ordering against financial liabilities and legal implications resulting from the Client's activities, ensuring adherence to legal standards and protection against unauthorized financial practices.

14. CONFIDENTIAL INFORMATION

14.1. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose Confidential Information relating to the Disclosing Party's business under this Agreement. For the avoidance of doubt, Allday Ordering’s Confidential Information includes the Services and any information relating thereto. The Receiving Party agrees: (a) to take reasonable precautions to protect such Confidential Information; and (b) not to use or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing obligations will not apply with respect to Confidential Information after five (5) years following the disclosure, or any Confidential Information that the Receiving Party can document (i) is or becomes generally available to the public by Disclosing Party or a third party not bound by a confidentiality obligation; (ii) was in Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to Disclosing Party by a third party not bound by a confidentiality obligation; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party as demonstrated by Receiving Party’s written records.

14.2. Notwithstanding any provision of this Agreement to the contrary, either party may disclose the other party’s Confidential Information, in whole or in part (i) to its Representatives or potential Representatives who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations or, in the case of professional advisors, are bound by ethical duties to keep such Confidential Information confidential, consistent with the terms of this Agreement; (ii) as required by law (in which case Merchant shall, if permitted by Applicable Law and Rules, provide Allday Ordering with prior written notification thereof and the opportunity to contest such disclosure, and shall use its reasonable efforts to minimize such disclosure in each case to the extent permitted by applicable law, or (iii) otherwise in accordance with Allday Ordering’s Privacy Statement. The Receiving Party will remain primarily responsible for any breach of this Section 13 by any of its Representatives with whom it shares the other party’s Confidential Information as permitted by this Section 14.2.

15. TERMINATION

15.1 Term and Allday Termination Rights.  This Agreement commences on the Effective Date and will continue unless terminated earlier as provided herein. Allday Ordering reserves the right to suspend the Client's account or terminate this Agreement with written notice if Allday Ordering cannot collect timely payments, or if Client provides inaccurate or incomplete information, incurs excessive chargebacks, violates this Agreement, or if essential agreements with payment providers are terminated. Furthermore, Allday Ordering, at its discretion, may terminate this Agreement immediately without notice for activities that pose legal, regulatory, or security risks.

15.2 Termination for Material Breach. If either party materially breaches this Agreement, the non-breaching party has the right to terminate the Agreement if the breach is not cured within thirty (30) days after receiving a detailed notice of the breach. 

15.3 Post-Termination Rights. Upon termination or expiration, the Client's right to access and use the Services ceases. Provisions of this Agreement that by their nature should survive termination will continue, including, but not limited to, definitions, usage restrictions, ownership rights, payment obligations, disclaimer of warranties, limitation of liability, confidential information, and general provisions. Upon request within thirty days of termination for any reason other than a breach by the Client, Allday Ordering will allow the Client to retrieve their data from the service. Allday Ordering may delete the Client's data thirty days following the Agreement's termination and retains the right to access the Client's bank account until all payments due under this Agreement are fully paid.

16. MODIFICATION

16.1 These Terms of Service, the Privacy Policy and other items incorporated by reference and modifications that may be made from time to time, constitute the entire agreement between Allday Ordering  and Client regarding the Client Website and the Allday Ordering™ Services, and supersedes all prior agreements between Client and Allday Ordering  regarding the subject matter hereof.

16.2 Allday Ordering  may at any time and in its sole discretion modify these Terms of Service and Privacy Policy, with or without notice to the Client, by posting such modification to its website (http://Alldayordering.com/tos). Any such modification will be effective immediately upon public posting on our website. Client’s continued use of the Allday Ordering™ Services and the AlldayOrdering.com website following any such modification constitutes your acceptance of these modified Terms.

17. SUPPORT

In order to provide the best quality services, we regularly monitor the integrity and uptime of our systems and your website to ensure Allday Ordering™ Services are up-and-running smoothly. Allday Ordering  takes great pride in offering timely, world-class support. Support is offered through our support form online (http://Alldayordering.com/support), through email or our phone line. Most questions are answered within a few hours, and we do our best to answer all questions by the next business day. If there is an urgent, time-sensitive matter, we recommend calling our phone line at (914) 431 8350 or using the online support form. Support is limited on weekends and holidays. Support does not cover third party hardware or software such as fax machines, tablets, printers, computers, routers, networking equipment, internet service or any other equipment or service not supplied to you by Allday Ordering  However, if Allday Ordering  determines that your problem is not directly related to Allday Ordering Services, we will point you in the right direction to rectify such issue.

18. FORCE MAJEURE.

Neither party shall be in default of its obligations under this Agreement to the extent its performance is (a) delayed or prevented by any act of God, earthquake, flood, national disaster, strike, embargo, riots, sabotage, utility or transmission disruption or outage, equipment or widespread communications network or internet failure, governmental or regulatory changes, acts of declared or undeclared war, terrorism, fire, unforeseen vendor issues, pandemic or any other similar event beyond such party’s control, and (b) could not have been prevented by the non-performing party’s reasonable precautions or commercially accepted processes, or could not reasonably be circumvented by the non-performing party through the use of substitute services, alternate sources, work-around plans or other means by which the requirements of a buyer of services substantively similar to the Services hereunder would be satisfied. Events meeting both of the criteria set forth in the foregoing clauses (a) and (b) are referred to individually and collectively as “Force Majeure Events.” Upon the occurrence of a Force Majeure Event, the non-performing party shall be excused from any further performance or observance of the affected obligations for as long as such circumstances prevail, and provided that such party continues to attempt to recommence performance or observance to the greatest extent possible as soon as possible and without delay.

19. GOVERNING LAW AND VENUE

The enforceability and interpretation of this Agreement shall be governed by the laws of the State of New York, without regard to principles of choice of law. Client hereby expressly consents to the jurisdiction and venue of the federal and state courts of Westchester County, New York for any lawsuits arising from this Agreement.

20. NOTICES

19.1 All notices required to be given pursuant to this Agreement shall be sent to the other party at the addresses last provided by the party, and shall be effective (a) upon hand delivery; (b) one (1) day after sending via recognized overnight courier; or (c) if sent via email, facsimile or other electronic transmission.

21. MISCELLANEOUS PROVISIONS

21.1 No Waiver. The failure of either party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing; and any waiver with respect to a specific circumstance will not constitute a waiver of the same provision or any other provision of this Agreement for any subsequent circumstance unless expressly provided by such written agreement, except that Allday Ordering may modify this Agreement to comply with, and as a result of, amendments to Applicable Laws and Rules. The Section headings are provided merely for convenience and will not be given any legal import in the interpretation or enforcement of this Agreement. No joint venture, partnership, employment, or agency relationship exists between Allday Ordering and Merchant as a result of this Agreement or use of the Services.

21.2. Integration. This Agreement represents the parties' entire understanding relating to the Services and the subject matter hereof and thereof, and supersede any prior or contemporaneous, conflicting, or additional communications, whether written or verbal, and will control over any different or additional terms of any non-Allday Ordering document, and no terms included in any such purchase order or other non-Allday Ordering document will apply to the Services. Except as otherwise provided herein, this Agreement may be amended only by written agreement signed by the parties. 

21.3 Severability. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, if the essential terms and conditions of this Agreement for each party remain valid, binding, and enforceable, then such provision(s) will be deemed to be restated and construed to reflect the original intentions of the parties in accordance with Applicable Law and Rules with respect to the invalid or unenforceable provision(s), and with all other provisions of this Agreement remaining in full force and effect.

21.4. Assignment. Client may not assign this Agreement or its use of any of the Allday Services without the prior written approval of Allday Ordering, such approval not to be unreasonably withheld or delayed. Any purported assignment in violation of this Section 20.4 will be null and void and without force or effect.

These Terms of Service were last updated on May 22nd, 2025