Legal

Restaurant Participation Agreement

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This Agreement applies if your restaurant participates in any RestaurantGPT-operated marketplace, aggregator channel, co-marketing campaign, or order-routing program. If you only use the platform privately under your own brand, the Platform Terms cover you and you do not need to accept this document.

1. What this agreement covers

This Restaurant Participation Agreement (the "Agreement") sets out the terms on which your restaurant participates in any RestaurantGPT-operated marketplace, aggregator integration, co-marketing campaign, or order-routing program. It is in addition to our Platform Terms (which govern your subscription) and applies only if you opt into a participation program.

2. Eligibility and onboarding

To participate, your restaurant must (a) hold all required food-service, alcohol, and operating licenses; (b) maintain general liability insurance appropriate for your jurisdiction; (c) accept the standard menu, pricing, and pickup/delivery readiness commitments documented in your dashboard; and (d) complete onboarding, including bank verification through Stripe Connect.

4. Order acceptance and fulfillment

When an order is routed to you, you will (a) accept or decline within the timeout configured in your dashboard; (b) prepare accepted orders to the agreed-upon ready time; (c) hand off to the diner or delivery driver in clean, intact packaging; and (d) update order status in real time. Repeatedly missing acceptance windows or ready times may result in throttling or removal from a participation program.

5. Refunds, complaints, and quality

You authorize RestaurantGPT to issue refunds to end diners on your behalf for: missing items, wrong items, food that does not meet standard quality expectations, and orders not delivered within agreed windows due to your fault. Refund amounts are deducted from your payouts. We will document each refund in your dashboard with the reason.

6. Payments, fees, and payouts

Per-order participation fees, payment-processing fees, and (where applicable) delivery fees are deducted from gross order value before payout. Payouts settle through your Stripe Connect account on the schedule configured in Stripe. You are responsible for sales tax remittance unless we explicitly assume that obligation in writing for a specific channel.

7. Branding and use of marks

You grant us a non-exclusive, royalty-free license to display your restaurant name, logo, photos, menu content, and customer reviews in participation channels and related marketing. You may revoke this license for prospective use by leaving a participation program; we will remove forward-facing use within a reasonable transition window.

8. Diner data and privacy

Diners who order through a RestaurantGPT-operated channel are joint customers: you receive the data needed to fulfill the order and to market to them where they have consented; we retain the data needed to operate the channel and prevent abuse. You will handle diner data in compliance with applicable privacy law and our Privacy Policy. You will not export diner data to third parties without lawful basis.

9. Compliance and regulatory responsibility

You are solely responsible for compliance with food-safety, allergen-labeling, alcohol, delivery, accessibility, tax, employment, and consumer-protection laws in your jurisdiction. You will not knowingly accept or fulfill orders that you cannot lawfully complete (e.g., alcohol to an under-age diner).

10. Suspension and termination

You may leave any participation program at any time from your dashboard or by emailing partners@restaurantgpt.xyz; departure takes effect at the end of the current order day. We may suspend or remove your restaurant for material breach, repeated quality failures, regulatory risk, fraud, or safety concerns. We will give written notice and a chance to cure, except in cases involving immediate safety, legal, or fraud risk.

11. Indemnification

You will defend and indemnify RestaurantGPT, its affiliates, and end diners against claims arising from: (a) food prepared or sold by your restaurant; (b) your violation of law; (c) injury caused by your premises or staff; or (d) your violation of this Agreement. We will defend and indemnify you against claims that the participation channel itself infringes a US patent, copyright, or trademark.

12. Insurance

You will maintain commercial general liability insurance with limits appropriate for a restaurant in your jurisdiction (typically $1M per occurrence / $2M aggregate, or local equivalent), plus product liability and workers' compensation as required by law. You will provide a certificate of insurance on request.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES WE COLLECTED FROM YOUR PARTICIPATION IN THE 12 MONTHS BEFORE THE CLAIM. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, OR LOST-PROFITS DAMAGES. THIS LIMITATION DOES NOT APPLY TO YOUR INDEMNIFICATION OBLIGATIONS OR EITHER PARTY'S WILLFUL MISCONDUCT.

14. Independent contractors

You and RestaurantGPT are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, or franchise relationship. Neither party may bind the other to any obligation.

15. Changes

We may update this Agreement. Material changes will be announced via email and a notice in the dashboard at least 30 days before they take effect. Continued participation after the effective date constitutes acceptance.

16. Governing law

This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles. Disputes will be resolved in the state or federal courts located in San Francisco County, California.

Questions? Reach us at our contact page or by email at legal@restaurantgpt.xyz.

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