TERMS OF SERVICE 

Last Updated: August 12, 2026

Welcome to Chinese Menu Online. These Terms of Service (“Terms”) constitute a legally binding electronic contract between you (as a “Restaurant” or “Restaurant Customer”, each as defined below) and Order Online, Inc. doing business as eHungry, Chinese Menu Online, Asian Takeout Order, Restaurant Order, and Springroll (collectively, the “Company,” “we,” “us,” or “our”).  

1. Scope of Service

The "Service" includes our website; mobile applications (the “App”); the software that consolidates information for viewing, printing and tracking orders (the “Software”); and related ordering features. Our platform facilitates connections between a Restaurant (any individual or entity that uses the Service to take and/or deliver an order placed by a Restaurant Customer) and its Restaurant Customers (any individual or entity that uses the Service to place an order for pickup, dine-in, or delivery from a Restaurant). Restaurants and Restaurant Customers are sometimes referred to herein as “you” or “your” when the terms discussed apply to both parties.

1.1 Limited License Grant. Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive license to access and use the Service.

• App-Specific License: You agree not to: (i) decompile or reverse engineer the App; (ii) use the Service to create a competitive product; or (iii) utilize proprietary data for training artificial intelligence or machine learning models without express written consent.
• Future Features: Any new features, enhancements, or updates we provide are considered part of the "Service" and are subject to these Terms.
• Automatic Updates: You acknowledge and agree that the Company may, from time to time, develop and provide updates, patches, bug fixes, or new versions of the App or Software. You agree that the Company has no obligation to provide any particular update or to continue to provide or enable any particular feature. You further consent to the automatic installation of such updates without further notice or additional consent.

1.2 Service Management. We reserve the right, but not the obligation, to:

• Monitor: Review the Service for violations of these Terms.
• Legal Action: Take appropriate legal action against violators, including reporting to law enforcement.
• System Protection: Remove or disable content that is excessive in size or burdensome to our systems, and otherwise manage the Service to protect our property and ensure proper functioning.
• Access Control: Refuse, restrict, or disable access to your account or any portion of the Service at our sole discretion, without notice or liability.

1.3 Termination and Survival. We may terminate your right to use the Service at any time, with or without cause. You may terminate these Terms by discontinuing all use of the Service.

• Effect of Termination: Upon termination, your account may be canceled, closed, or deleted. You remain obligated to pay any accrued charges or fees.
• Survival: All provisions that by their nature should survive termination shall remain in effect, including ownership, warranty disclaimers, indemnity, and limitations of liability.

 

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2. Acceptance of Terms

By accessing or using any part of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. Clicking “I Accept,” “Sign Up,” “Create Account,” or completing the account setup process constitutes an affirmative electronic signature under the U.S. E-SIGN Act.

• Eligibility: You represent that you are of legal age and have the capacity to enter into this agreement.
• Entity Authority: If using the Service on behalf of a Restaurant, the user represents that they have the authority to bind the Restaurant to these Terms.
• Account Responsibility: You are responsible for all activity occurring under your account whether undertaken by you or a third party.

 

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3. Modifications to Terms

We reserve the right to modify these Terms at any time and for any reason. Changes become effective immediately upon the "Last Updated" date.

• Material Changes: For modifications that materially affect a Restaurant’s rights or obligations under these Terms — including changes to pricing, payment terms, liability limitations, arbitration provisions, or data handling practices — we will provide at least thirty (30) days’ advance notice via email to the address associated with your account. Such changes become effective at the end of the notice period.
• Non-Material Changes: For non-material modifications (including clarifications, formatting changes, or updates to reflect current practices), changes become effective upon the “Last Updated” date. We may, but are not obligated to, provide notice of non-material changes.
• Review: It remains your responsibility to periodically review these Terms. The most current version will always be available at https://www.chinesemenuonline.com/terms-of-service/.
• Continued Use: Your continued use of the Service after the effective date of any modification constitutes your acceptance of the revised Terms. If you do not agree with any material change, you must discontinue use of the Service before the change takes effect.

 

IF YOU DO NOT AGREE TO THESE TERMS OR OUR PRIVACY POLICY, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICE.

 

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4. Detailed Service Provisions and Roles

4.1 Nature of the Platform. We are a technology provider, not a restaurant, food preparation entity, delivery company, or common carrier. All Restaurants and Delivery Services available through the Service operate as independent third-party providers. 

• No Agency: Delivery Services and Restaurants are not employees, actual agents, or apparent agents of the Company.
• No Liability for Preparation: We are not responsible for food safety, quality, preparation, or compliance with menu disclosure laws (such as calorie or allergen labeling).
• No Liability for Accuracy: We do not independently verify and are not liable for images, descriptors, or pricing provided by Restaurants. As specified in Section 12.2, any AI-generated descriptions or imagery provided through the Service are for illustrative purposes and do not override the Restaurant’s sole responsibility for food safety, quality, and allergen disclosures.

4.2 Account Types & Responsibility. 

1. Account Types: The available methods for placing an order are determined on a per-Restaurant basis. Depending on the Restaurant’s configuration, a Restaurant Customer’s checkout options may include:

   • Restaurants and Resellers (Required Accounts). To access the administrative features of the Service, Restaurants and Resellers must create a personalized account with a unique username and password.
   • Guest Checkout: Where enabled, a Restaurant Customer may place an order without creating a permanent account (i.e., as a guest). By proceeding as a guest the Restaurant Customer remains subject to these Terms and our Privacy Policy.
   • Account Registration & Single Sign-On (SSO): Restaurant Customers may register via a traditional email/password or via third-party providers (e.g., "Sign in with Google" or "Apple ID").
     • Authorization: By using SSO, a Restaurant Customer authorizes us to access and store profile information (such as their name and email) as permitted by the provider.
     • Consent: "Continue with Google/Apple" or similar SSO buttons constitutes a Restaurant Customer’s electronic signature and agreement to these Terms. Marketing consent is handled separately; while a Restaurant Customer will receive transactional order updates via their SSO-linked email, they will only receive promotional offers if  they affirmatively opt-in via the checkboxes provided at the time of account creation or checkout.

2. Account Responsibility: Restaurants and Restaurant Customers are responsible for maintaining the confidentiality of their account credentials. You must notify us immediately of any unauthorized use or security breach. We are not responsible for any liabilities, losses, or damages arising from the unauthorized use of your username, password, or account. 

4.3 Coupons and Promotions. We provide the tools for Restaurants to enable coupons and promotions, but the Restaurant is entirely responsible for their activation, management, and fulfillment. Any disputes regarding coupons and promotions must be taken up directly with the Restaurant.

4.4 Loyalty Program. If a Restaurant enables loyalty features, a Restaurant Customer’s participation is governed by the Loyalty Program Terms & Conditions https://www.zengsushi.com/loyalty-program, which are incorporated herein by reference. You as a Restaurant Customer acknowledge that points have no monetary value, and all disputes regarding rewards must be resolved directly with the Restaurant.

 

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5. Relationship Disclaimers

Although we provide and manage the online ordering technology, we are not a party to any transaction between a Restaurant Customer and a Restaurant. Consequently, we are NOT responsible for the following:

• Fulfillment & Accuracy: The fulfillment, quality, or correctness of an order. 
• Product Authenticity: The "brand name" status, origin, or authenticity of any menu items. We do not verify if products listed by any Restaurant are authorized for sale or are "knock-offs." Any claims regarding counterfeit or misrepresented goods must be directed to the Restaurant.
• Communications: Order status updates, customer service, or any marketing communications received from the Restaurant.
• Data Privacy: The Restaurant’s handling of personal information, which is subject to their own privacy practices.
• Refunds: Issuing refunds. We cannot provide a refund unless the Restaurant specifically initiates the process, unless we are the Payment Facilitator as discussed in Section 17.

5.1 Delivery Services.

By selecting a delivery option, Restaurant Customer acknowledges that deliveries may be fulfilled by independent third-party service providers, which may include a Restaurant’s own staff or an external delivery service ("Delivery Services").

• Third-Party Reliance: We are not responsible for the actions, inactions, errors, or omissions of these Delivery Services, their drivers, or their systems.
• No Control: Each Restaurant Customer agrees and understands that food quality, delivery timing, and service execution, whether handled by a third-party fleet or the Restaurant directly, are outside of our control.
• Independent Contractors: Delivery Services are provided by independent contractors or employees of the Restaurant; they are not agents, or employees of the Company.
• Direct Contact Required: If you (as a Restaurant Customer) have any question or issue regarding food preparation, a pricing error, or delivery execution, you must contact the Restaurant directly.

5.2 Reseller. Reseller is an independent contractor and not an employee or agent of the Company. Reseller has no authority to make any representations, warranties, or enforceable commitments on behalf of the Company to any Sub-Account or third party, except as expressly authorized in these Terms. Nothing in these Terms shall be construed to create a joint venture, partnership, franchise, or employment relationship between the Company and the Reseller.

 

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6. Age-Restricted Goods & Compliance 

To ensure the legal operation of alcohol or tobacco sales via the Platform, each Restaurant agrees to the following:

• Seller of Record: For alcohol and tobacco sales, Restaurant is the sole "Seller of Record" and warrants that it possesses all valid permits and licenses required by law to sell and deliver age-restricted products.
• Duty to Verify: Restaurant (or its designated agent/driver) is solely responsible for the physical verification of a valid government-issued ID and the assessment of the recipient’s sobriety at the point of handover.
• Indemnification: Restaurant shall indemnify and hold the Company harmless against any civil or criminal penalties, fines, or legal actions resulting from Restaurant’s failure to comply with local age-verification laws.
• Platform Discretion: The Company reserves the right to disable the sale of restricted goods on Restaurant’s menu if the Company receives notice of licensing violations or high rates of undeliverable orders.
• Third-Party Delivery: If delivery is fulfilled by a third-party service provider integrated with the Platform, Restaurant acknowledges that the Company does not employ or control such drivers. Restaurant assumes all risk regarding the driver’s performance of age verification, unless otherwise governed by a separate agreement with the delivery provider.

 

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7. Prohibited Activities

You may only use the Service for its intended purpose as a platform for restaurant ordering. Any unauthorized commercial use, or use inconsistent with these Terms, is strictly prohibited. As a condition of your use, you agree not to:

7.1 Technical Misuse and Interference.

• Reverse Engineering: Decipher, decompile, disassemble, or reverse engineer any software comprising the Service.
• Malware: Upload or transmit viruses, Trojan horses, or any material that interferes with any party’s uninterrupted use or modifies the Service’s operation.
• Infrastructure Burden: Interfere with, disrupt, or create an undue burden on the Service or connected networks.
• Security Circumvention: Bypass, disable, or interfere with security-related features, including those that restrict the copying of Content or enforce usage limitations.

7.2 Automated Use and Data Integrity.

• Scraping: You may not use automated means to access, collect, copy, extract, or otherwise capture any data, content, or information from the Service without our prior written permission, regardless of the purpose or method. This prohibition applies whether or not the intent is to create a collection, database, or directory, and includes any systematic or automated retrieval of data for any commercial, competitive, research, or other purpose. The absence of technical barriers does not imply permission to scrape.
• Bots and Scripts: You may not use bots, scripts, crawlers, spiders, scrapers, automated browsers, data mining tools, robots, or any other automated means to access, navigate, interact with, or extract data from the Service, whether for the purpose of sending messages, harvesting content, monitoring the Service, or any other purpose not expressly authorized by these Terms.
• AI and Machine Learning: You may not use any data, content, or information obtained from the Service, whether through authorized or unauthorized access, to train, fine-tune, or otherwise develop artificial intelligence or machine learning models without our express prior written consent. This includes using scraped, exported, or observed data to replicate, approximate, or compete with any feature or functionality of the Service.
• API Abuse: While we may not publish specific rate limits for all endpoints, the absence of a limit does not imply unlimited or unrestricted use. You agree not to send requests that negatively impact the performance, stability, or availability of our infrastructure, and not to use the API in any manner inconsistent with its intended purpose. We reserve the right, at our sole discretion, to throttle, limit, block, or terminate any access we deem excessive, burdensome, or contrary to these Terms, and to assess a usage fee for API consumption that exceeds reasonable use thresholds as determined by the Company. Any such fees will be communicated to you prior to or upon assessment, and continued use of the Service following notice constitutes your acceptance of such fees.

7.3 Commercial and Competitive Restrictions.

• Unauthorized Exploitation: License, sell, resell, rent, lease, or commercially exploit the Service except as expressly permitted (e.g., authorized Reseller agreements).
• Competition: Use the Service or its Content (as defined in Section 13.1) as part of any effort to compete with us or for any unauthorized revenue-generating endeavor.
• Third-Party Processing: Use the Service to process data for third parties without their express consent. You agree to indemnify and hold the Company harmless from any claims, damages, or legal actions arising from the unauthorized processing of third-party data through the Service.

7.4 User Conduct and Fraud.

• Account Misuse: Use another user’s account, or attempt to obtain sensitive account information of other users.
• False Pretenses: Create user accounts by automated means or under false pretenses.
• Harassment: Use the Service or any information obtained therefrom to harass, abuse, or harm another person.
• Spamming: Collect usernames or email addresses for the purpose of sending unsolicited emails.

7.5 Intellectual Property and Legal Compliance.

• Trademark and IP Integrity: You may not delete copyrighted or proprietary notices from any Content. Misuse of the Company’s or any third party’s trademarks, logos, or brand assets is prohibited.
• Digital Millennium Copyright Act (DMCA): We respect intellectual property rights. If you believe any content on the Service infringes upon your copyright, please notify us at support@springroll.com. We reserve the right to remove infringing content and terminate accounts of repeat infringers.
• Geographic Restrictions: The Service is intended for use in jurisdictions where such use is legal. You represent that you are not located in a country subject to U.S. government embargo or designated as a "terrorist supporting" country.

7.6 Ordering and Platform Integrity. To maintain a fair and secure marketplace, the following actions are strictly prohibited:

• Fraudulent Activity: Initiating fraudulent orders, engaging in chargeback abuse, or utilizing stolen payment information.
• Promotion Exploitation: Exploiting system bugs, "gaming" promotional codes, or creating multiple accounts to circumvent order limits or discounts.
• Review Manipulation: Posting fake reviews, offering incentives for positive reviews, or engaging in coordinated "review bombing" of competitors.
• Prohibited Content: Uploading or publishing content that is defamatory, obscene, or promotes illegal activities.

 

 

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8. Third-Party Content and App Distributors

8.1 Third-Party Websites and Content. The Service may contain links to websites, as well as articles, photographs, text, graphics, and other items belonging to or originating from third parties ("Third-Party Content").

• No Monitoring: We do not investigate, monitor, or check Third-Party Content for accuracy, appropriateness, or completeness. We are not responsible for any Third-Party Content accessed through or installed from the Service.
• No Endorsement: The inclusion of or linking to Third-Party Content does not imply our approval or endorsement. If you leave the Service to access third-party sites, you do so at your own risk, and these Terms no longer govern.
• Purchases and Liability: Any purchase you make from third-party providers are exclusively between you and that third party. You agree to hold us harmless from any loss or harm resulting from Third-Party Content or your purchase of third-party products and services.

8.2 Apple and Android Devices. When you access the Service via an App obtained from the Apple Store or Google Play (each an “App Distributor”), the following terms apply:

• License Scope: Your license is limited to a non-transferable right to use the App on a device utilizing the iOS or Android operating systems, as applicable, in accordance with the App Distributor’s usage rules.
• Maintenance and Support: We are solely responsible for providing maintenance and support for the App. You acknowledge that App Distributors have no obligation whatsoever to furnish any maintenance or support services for the App.
• Warranty and Refunds: In the event of a warranty failure, you may notify the App Distributor for a refund of the purchase price (if any). To the maximum extent permitted by law, the App Distributor will have no other warranty obligation whatsoever.
• Legal Compliance: You represent and warrant that (i) you are not located in a country subject to a U.S. government embargo or designated as a “terrorist supporting” country, and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.
• Third-Party Beneficiaries: You acknowledge that App Distributors are third-party beneficiaries of these Terms and have the right to enforce these provisions against you.

 

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9. Service Modifications, Availability, and Force Majeure

9.1 Right to Modify. We reserve the right to change, modify, revise, update, suspend, discontinue, or remove any Content or portions of the Service at any time, for any reason, at our sole discretion and without notice.

• No Liability for Changes: We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Service.
• No Obligation to Update: We have no obligation to update any information or features, nor are we obligated to supply any corrections, updates, or releases.

9.2 Service Interruptions and Maintenance. We cannot guarantee that the Service will be available at all times. We may encounter technical problems or perform maintenance, which may result in interruptions, delays, or errors.

• Assumption of Risk: You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Service during any downtime or discontinuance.

9.3 Geographic Restrictions. The Service is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to law or would subject us to any registration requirements.

• User Responsibility: If you choose to access the Service from locations outside our primary service area, you do so on your own initiative and are solely responsible for compliance with applicable local laws.

9.4 Force Majeure. Neither Party shall be liable for any failure or delay in performance under these Terms (other than for the payment of money due and payable) for causes beyond that Party’s reasonable control.

• Scope of Events: This includes, but is not limited to: acts of God, acts of government, flood, fire, earthquakes, pandemics, epidemics, quarantine restrictions, civil unrest, acts of terror, war, strikes or labor problems, supply chain disruptions, shortage of materials or components, computer attacks, or malicious acts (such as attacks on the Internet, internet service providers, telecommunications carriers, or hosting facilities) occurring without that Party’s fault or negligence.

 

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10. Governing Law

10.1 Jurisdiction. These Terms and your use of the Service are governed by and construed in accordance with the laws of the State of North Carolina, applicable to agreements made and entirely performed therein, without regard to its conflict of law principles. Any legal action or proceeding specifically excluded from arbitration under Section 19 shall be brought exclusively in the state or federal courts located in Wake County, North Carolina.

 

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11. Miscellaneous

11.1 Entire Agreement. These Terms, along with our Privacy Policy, Accessibility Statement, and any specific addenda (e.g., Reseller or Payment Addenda), constitute the entire agreement between you and us.

11.2 No Waiver & Severability. Our failure to exercise or enforce any right in these Terms shall not operate as a waiver of such right. If any provision of these Terms is determined to be unlawful or unenforceable, that specific part is deemed severable and does not affect the validity of the remaining provisions.

11.3 Assignment. We may assign any or all of our rights and obligations to others at any time (for example, in the event of a merger or sale). You may not assign your rights without our prior written consent.

11.4 Interpretation. There is no joint venture, partnership, employment, or agency relationship created between you and us. You agree that these Terms will not be construed against us simply because we drafted them.

11.5 Assignment and Successors. 

A. Restriction on Assignment: The Restaurant may not assign, transfer, or sublicense its rights or obligations under these Terms—including in the event of a sale of the business, merger, or change of control—without the prior written consent of the Company. Any attempted assignment without such consent shall be null and void. 

B. Successors and Assigns: Subject to the restrictions in subsection (A), this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. 

C. Notice of Sale: Restaurant agrees to provide the Company with at least thirty (30) days' prior written notice of any intended sale or transfer of ownership. 

D. New Entity Requirements: In the event of a transfer of ownership, the Company reserves the right to: (i) require the new Restaurant owner to execute a new Service Agreement, Contracts, and Addendums; (ii) perform a fresh "Know Your Customer" (KYC) and credit check on the new entity; and (iii) pause all payouts until new banking and tax documentation (W-9) is verified.

 

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12. Communications and Notifications

12.1 Compliance with Laws. You acknowledge that electronic communications (text messages, phone calls, and emails) are subject to various federal and state regulations, including the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and FCC Robocall regulations. All parties agree to comply with these laws.

12.2 Restaurant and Reseller Obligations. Restaurants and Resellers are strictly prohibited from using the Service or Restaurant Customer data to send "Spam."

• Spam Defined: Any communication sent for the principal purpose of unsolicited commercial promotion, advertising, or political objectives without a pre-existing relationship or explicit consent.
• Consent Required: Restaurant and/or Reseller must obtain legally sufficient consent from Restaurant Customers before contacting them for any reason not strictly required to fulfill a current order.
• Indemnification: Restaurant and/or Reseller agrees to indemnify and hold the Company harmless from any third-party claims or government-imposed fines (including TCPA and CAN-SPAM violations) arising from the Restaurant’s use of the Service to communicate with Restaurant Customers.
• Termination: We reserve the right to immediately terminate the account of any Restaurant or Reseller found to be sending Spam.

12.3 Transactional Communications. By placing an order, a Restaurant Customer expressly authorizes the Company, the Restaurant, and/or the Delivery Service to send the Restaurant Customer automated and non-automated communications regarding the transaction.

• Scope: These messages may include order confirmations, status updates, delivery notifications, identity verification codes (OTPs), or customer service feedback requests.
• Methods: Communications may be sent via email, SMS/MMS text messages, push notifications, or phone calls (including via automated dialers, pre-recorded messages, or AI-generated voices).
• Consent & Verification: To ensure order accuracy and security, a Restaurant Customer may be required to provide and verify a valid mobile phone number to complete a purchase. By verifying a phone number, Restaurant Customer consents to receive operational text messages (such as order confirmations, status updates, and delivery alerts) from the Company and the Restaurant.

12.4 Marketing Communications. 

• Communication Authority: By using the Service, each Restaurant Customer agrees that the Company may send marketing communications e-mails and promotional offer e-mails from Restaurants they have interacted with on our platform.
• Email Consent (Soft Opt-in): We utilize a "soft opt-in" model for email marketing. By providing an email address during the checkout process, Restaurant Customer is establishing a business relationship that authorizes us to send relevant updates and offers from that Restaurant and the Company. Note: Canadian residents are subject to Canada's Anti-Spam Legislation (CASL). Email marketing to Canadian residents is conducted on the basis of implied consent arising from a commercial transaction, which expires two years from the date of the last transaction. Express consent may be sought prior to expiry.
• SMS Marketing (Explicit Opt-In Required): Notwithstanding the above, the Company will only send marketing text messages (SMS/MMS) where a Restaurant Customer has provided express written consent (e.g., checking an unchecked box at checkout). Providing such consent is not a condition of purchase.
• Message Frequency: SMS message frequency varies by Restaurant program and will be disclosed at the point of opt-in. Message and data rates may apply. 
• Sending Hours: SMS marketing messages are sent only between 8:00am and 9:00pm in the recipient's local time zone (8:00 am - 8:00 pm for Florida & Oklahoma residents), in accordance with applicable federal and state law.
• Keyword Commands: All keywords are honored on a case-insensitive basis. 
  • Assistance: Reply HELP for assistance. 
  • Unsubscribing: 
    • Emails: Use the "unsubscribe" link at the bottom of the email.
    • Text Messages: Restaurant Customers may reply STOP, STOPALL, UNSUBSCRIBE, CANCEL, END, or QUIT, as well as common natural language opt-out expressions, to opt out of SMS marketing at any time. Canadian residents in Quebec may also reply ARRÊT to unsubscribe. A Restaurant Customer may still receive individual texts from a driver or Restaurant to facilitate a specific delivery in progress.
    • Confirmation: Upon opting out, Restaurant Customers will receive a single confirmation message. No further marketing messages will be sent following that confirmation. 
• Do Not Call Registry: The Company scrubs subscriber lists against the National Do Not Call Registry prior to sending. Restaurant Customers who have provided prior express written consent to receive SMS marketing from a specific Restaurant program are contacted on the basis of that consent, which constitutes a valid exception to DNC registration under applicable law. 
• Reactivation & Transactional Alerts: Placing a new order may reactivate transactional messaging (e.g., receipts or delivery updates) for that specific order regardless of marketing status. Transactional messages are not marketing communications and are not affected by an SMS or email marketing opt-out.
• Personalization & Withdrawal: Marketing communications may be tailored based on a Restaurant Customer’s purchase history and interactions with the Service. A Restaurant Customer may withdraw consent at any time via the "unsubscribe" link in any email or by replying STOP to any SMS. Opting out of marketing does not affect transactional order updates (e.g., receipts or delivery alerts).
• Restaurant-Direct Marketing: The Service provides tools that allow Restaurants to communicate with Restaurant Customers directly via SMS. Restaurants using the Company's SMS marketing tools are contractually required to comply with all applicable federal, state, and provincial telemarketing and anti-spam laws, including the TCPA and, where applicable, CASL. The Company does not control the content of messages composed by Restaurants, but reserves the right to suspend or terminate any Restaurant's access to SMS marketing tools for non-compliance with applicable law or the Company's Acceptable Use Policy. Any consent provided directly to a Restaurant outside of the Company's platform is a direct agreement between the Restaurant Customer and that Restaurant. Restaurant Customers who believe they have received a non-compliant message from a Restaurant should contact us at info@chinesemenuonline.com.
• Canadian Residents: SMS marketing to Canadian residents is conducted in accordance with CASL. Canadian residents who have provided express written consent to receive SMS marketing may withdraw that consent at any time by replying STOP or ARRÊT. Express consent does not expire and remains valid until withdrawn.
• Rates: Standard message and data rates applied by a Restaurant Customer’s carriers (e.g., T-Mobile, AT&T, Verizon) are solely Restaurant Customer's responsibility.
• Consent Records and Retention: Records of SMS marketing consent, including opt-in method, timestamp, and consent language version, are retained in accordance with our Privacy Policy and applicable law. For complete information on how SMS marketing data is collected, used, and retained, see Section 2.3 of our Privacy Policy.
• Limitation of Liability: The Company's liability in connection with marketing communications is subject to the limitations set forth in Section 20 of these Terms.

12.5 Electronic Signatures and Records. By using the Service, you consent to receive all agreements, notices, and disclosures electronically. You agree that electronic signatures, contracts, and records of transactions initiated through the Service satisfy any legal requirement that such communications be in writing. You waive any rights under statutes that require an original, non-electronic signature or retention of physical records.

12.6 Feedback. Any questions, suggestions, or ideas regarding the Service ("Feedback") provided by you to the Company are non-confidential and shall become our sole property. We shall own all intellectual property rights to such Feedback and may use or disseminate it for any lawful purpose without acknowledgment or compensation to you.

 

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13. Intellectual Property Rights

13.1 Company Ownership. The Service is our proprietary property. All source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Service (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us. They are protected by copyright, trademark, and unfair competition laws.

• Authorized Use: The Content and Marks are provided “AS IS” for your information and authorized use in connection with the Service. No part of the Service may be reproduced, aggregated, republished, or exploited for any purpose outside the scope of these Terms without our express prior written permission.

13.2 AI-Generated Content and Enhancements

We reserve the right to utilize artificial intelligence (“AI”) to generate imagery, menu descriptions, search results, and other features to enhance the Service.

• Illustrative Purposes Only: All AI-generated content is provided for illustrative and descriptive purposes only. We do not warrant or guarantee that AI-generated descriptions or images accurately reflect the actual product’s appearance, portion size, or specific ingredients.
• Critical Allergen Warning: AI-generated content must not be relied upon to determine the presence or absence of allergens or specific ingredients. Restaurant Customers are solely responsible for verifying all ingredient and allergen information directly with the Restaurant before placing or consuming an order.
• Disclaimer of Liability: To the maximum extent permitted by law, we disclaim all liability for any discrepancies, errors, or omissions in AI-generated content.
• Proprietary Rights: All such content, including the prompts and outputs generated by our systems, is protected by applicable intellectual property and unfair competition laws.

13.3 Restaurant Intellectual Property

A. Ownership and License. A Restaurant’s trademarks, logos, menu data, and any specific photographs or text provided by a Restaurant (collectively, “Restaurant IP”) are owned by the Restaurant.

• Grant of License: Each Restaurant hereby grants the Company a non-exclusive, royalty-free right and license to use, copy, reproduce, upload, post, publicly display, translate, transmit, and distribute Restaurant IP to facilitate online ordering and otherwise in connection with providing the Service.
• Usage Rights: We may use Restaurant IP as permitted under this section without further express written permission from the Restaurant.

B. Restaurant Representations and Warranties. As a Restaurant, you are solely responsible for ensuring that all content you provide—including menu data, images, customer data, and payment information—is accurate, authorized for use, and compliant with all applicable laws. Each Restaurant represents and warrants that:

• Authorization: It is the sole and exclusive owner of the content or has all necessary rights, licenses, and releases to grant us the license described above.
• Non-Infringement: Neither their content nor our use of that content will infringe, misappropriate, or violate a third party’s intellectual property rights, rights of publicity, or result in the violation of any law or regulation.

C. Disclaimer of Liability. You acknowledge and agree that the Company shall not be responsible to you or any third party for any claims, liabilities, or damages arising from the actual or alleged infringement or violation of intellectual property rights, laws, or regulations by any user in connection with the Service; including any claims arising from the Restaurant's failure to secure proper licenses for menu photography or trademarked items.

D. Reservation of Rights. The Service and its Content are provided "AS IS". No part of the Service may be copied, reproduced, aggregated, republished, or exploited for any commercial purpose without our express prior written permission. We reserve all rights not expressly granted to you under these Terms.

13.4 User Contributions. By posting reviews, ratings, or other content ("User Contributions"), a Restaurant Customer grants us an irrevocable, perpetual, non-exclusive, royalty-free, and fully sublicensable worldwide license to use, copy, modify, adapt, publish, and display such content in any media for the purpose of operating and promoting the Service. This includes using their username or profile information to attribute their contribution.

Notwithstanding the foregoing license, upon deletion of an account, we will remove User Contributions from public display within a commercially reasonable time, except where retention is required for legal compliance, dispute resolution, or the enforcement of these Terms. Rights under applicable data protection laws (including the right to deletion under the CCPA or similar state privacy statutes) are not affected by this license.

13.5 DMCA Notice and Takedown Procedure. We respect the intellectual property rights of others. If you believe any material on the Service infringes upon your copyright, please notify our Copyright Agent at info@chinesemenuonline.com with the following:

• A physical or electronic signature of the copyright owner or authorized agent.
• Identification of the copyrighted work claimed to have been infringed.
• Identification of the material that is claimed to be infringing and its location on the Service.
• Your contact information (address, telephone number, and email).
• A statement of good faith belief that the use is unauthorized.
• A statement that the information in the notification is accurate, under penalty of perjury.

13.6 Third-Party and Operating Terms. For disclaimers regarding Third-Party Content, please see Section 8. For our rights to modify or discontinue the Service and its Content, please see Section 9.

13.7 Product Authenticity & Prohibited Items. 

• Warranty of Authenticity: Restaurant represents and warrants that all items listed on its menu are authentic and do not infringe upon the trademarks, copyrights, or patents of any third party. The sale of "knock-offs," counterfeit goods, or unauthorized replicas is strictly prohibited.
• Compliance with Law: Restaurant is solely responsible for ensuring that its menu offerings (including ingredients, descriptions, and packaging) comply with all applicable consumer protection, health, and safety laws.
• Platform Content Rights: The Company does not pre-screen Restaurant menus for trademark or patent compliance. However, we reserve the right to remove any product listing immediately if we receive a "Notice of Infringement" or have a good-faith belief that the product is illegal or unauthorized.
• Indemnification: Restaurant shall indemnify the Company for any costs, legal fees, or damages resulting from Restaurant’s sale of counterfeit or infringing products.

13.8 Domain Names and Managed Website Service.

• Scope. Any domain name registered by the Company on behalf of a Restaurant is registered as an integral component of the Company's fully managed website service. The domain is not a standalone product and is not sold, leased, or licensed separately from the Service.
• Ownership. All domains registered by the Company in connection with the Service are registered under the Company's registrar account, at the Company's expense, and remain the sole and exclusive property of the Company during and after the term of service. Restaurant receives no ownership interest, title, or rights in or to any such domain by virtue of its inclusion in the Service or the incorporation of the Restaurant's business name within the domain.
• No Registrar or DNS Access. The Company does not provide Restaurant with access to the domain registrar account, DNS management controls, or any backend hosting infrastructure associated with the managed website. Centralized management of these systems is necessary to maintain the security, stability, and continuity of the Service.
• Domain Disposition Upon Cancellation. Domains registered by the Company are not transferable to the Restaurant as a matter of right, and the Restaurant has no entitlement to require a transfer upon cancellation or termination of service. Upon cancellation, the Company retains sole discretion over the disposition of the domain, including allowing it to expire. Any alternative disposition requires the Restaurant's confirmed intent to cancel and must be expressly approved by the Company in a separate written agreement executed prior to or concurrent with the effective date of cancellation. The Company makes no representations regarding the future availability of the domain.
• Business Name in Domain. The inclusion of a Restaurant's business name, trade name, or brand identifiers within a Company-registered domain does not create or imply any ownership claim by the Restaurant over that domain. Restaurant's rights to its own business name under trademark, common law, or otherwise do not extend to any domain registered and maintained by the Company as part of the Service.

 

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14. Hardware and Physical Property 

14.1 Provision of Services and Hardware. The Company may provide an Online Ordering and Payment Processing Service Package, which may include hardware (e.g., thermal printers, tablets, or Sunmi devices).

• Fees and Payments: All upfront payments, recurring fees, and cashback terms are defined in the Restaurant’s signed Service Agreement/Contract.
• Term: This Services Agreement/Contract remains valid for the duration specified in the signed contract, unless terminated earlier by either party with written notice.

14.2 Ownership and Return Policy. Ownership status (lease vs. purchase) is defined in the Services Agreement/Contract

• The Return Window: If Restaurant’s contract requires the return of equipment upon termination, it must be returned within fourteen (14) days.
• Recovery Fee: If equipment is not returned within fourteen (14) days, or is returned damaged, the Restaurant expressly authorizes the Company to charge the payment method on file for the $500 Device Recovery Fee per hardware package.
• Subsidy Recoupment ($199/$299): For Restaurant owned hardware, if agreement is violated within the first 12 months, a fee of $199 (one device) or $299 (both) will be charged to recoup the hardware subsidy.

14.3 Maintenance and Use Restrictions.

• User Responsibility: All hardware and software remain Restaurant’s responsibility to update, maintain, and operate according to guidelines.
• Prohibited Misuse: Hardware is for order processing only. Installation of 3rd-party apps, games, or social media software is prohibited. Detection of unauthorized software voids all support obligations and shifts full liability to the Restaurant for any resulting security breaches, data leaks, or unauthorized access to the Service.
• Disclaimers: We are not liable for malfunctions, data loss, performance issues, or security incidents arising from improper handling, unauthorized modifications, or failure to perform updates.
• Backup Methods: We are not liable for business interruptions caused by hardware failure. Every Restaurant must maintain a backup ordering method (e.g., a secondary phone or tablet).
• Infrastructure Dependencies: Restaurant acknowledges that the performance of the hardware and Software is entirely dependent on third-party infrastructure, including Internet Service Providers (ISP), local WiFi stability, and electrical supply.
• Exclusion of Liability: The Company is not liable for "missed orders" or business interruptions caused by local network congestion, insufficient bandwidth, or the Restaurant's failure to maintain the "Backup Methods" required under this section. Hardware "malfunction" claims shall be void if the underlying cause is related to the Restaurant's local environment or ISP outages.
• Environmental Safety: The Restaurant is responsible for providing a safe operating environment for the hardware, including stable electrical outlets, surge protection, and adequate ventilation. Hardware must not be exposed to liquids, extreme heat, or grease-heavy environments common in kitchens unless the device is specifically rated for such use.
• Assumption of Physical Risk: The Restaurant acknowledges that all electronic hardware carries inherent risks, including the potential for overheating or electrical failure. The Restaurant assumes all risk of property damage or bodily injury resulting from the placement and operation of the hardware within their premises.
• Fire & Casualty Disclaimer: The Company is a distributor, not a manufacturer, of the hardware. The Company shall not be liable for any direct, indirect, or consequential damages, including fire, smoke damage, or electrical damage, arising from the use or failure of the hardware. Any claims regarding manufacturing defects or safety hazards must be directed to the original hardware manufacturer (e.g., Sunmi, Apple, Epson, Lenovo).
• Indemnification for Property Damage: The Restaurant agrees to indemnify and hold the Company harmless from any third-party claims arising from property damage or personal injury caused by the hardware while in the Restaurant’s possession or control.

14.4 Technical Issue Reporting and Remote Support.

• Remote Access Consent: When reporting issues, Restaurant may be required to permit remote access (e.g., TeamViewer). By requesting support, Restaurant acknowledges and agrees that support staff may unintentionally view information or files displayed on its device.
• Data Protection: Restaurant is responsible for hiding sensitive or confidential information before granting access.
• Operational Hold Harmless: Restaurant agrees to hold the Company harmless for any operational changes, data loss, configuration errors, or lost revenue that occur during or as a result of a remote support session.

14.5 Non-Compliance and Termination

Failure to comply with any of the terms and conditions set forth in this Section or the signed Services Agreement/Contract may result in the immediate termination of your Services Agreement/Contract and access to the Service. Upon such termination, the return policies and penalties defined in Section 14.2 shall apply immediately.

 

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15. Managed Marketing Services (Google Business & Ads)

15.1 Google Business Profile (GBP) Management.  If Restaurant signs our GBP consent form, the Company is authorized to create, claim, edit, optimize, and manage Restaurant's GBP, including publishing content, responding to reviews, and designating the Company-provided website as the primary website link consistent with Restaurant's obligations under the Cooperation Agreement.

• Content & Publishing: With Restaurant’s signed consent, we may publish content (posts, photos, offers) and respond to reviews on Restaurant’s behalf. This includes designating the Company-provided website as the primary website link on the Restaurant's GBP listing, consistent with the Restaurant's obligations under the Cooperation Agreement. We will act based on the Restaurant’s specific instructions, established guidelines, or our professional judgment intended to support their business’s visibility and reputation.
• No Liability for Outcomes: While we act with care, we are not responsible for: (i) actions taken by Google or third parties; (ii) user-generated content or reviews; or (iii) any suspension or de-ranking caused by Google’s automated systems, platform changes, Google’s automated fraud detection, or policy enforcement triggered by management changes.
• Ownership & Revocation: Restaurant retains full ownership of its GBP. Restaurant may revoke our access at any time by contacting info@chinesemenuonline.com. We will process such requests within seven (7) business days.
• At-Will Service & Consequential Damages: Restaurant acknowledges that our management of these platforms is an "at-will" administrative service with no guarantee of specific search-ranking outcomes or revenue growth. The Company is not liable for any lost profits, loss of business reputation, or damages resulting from the permanent suspension of a profile, regardless of the management action or triggering event. Google maintains absolute and final discretion over its platform enforcement.

15.1b AI-Generated Content: The Service may include features that utilize Artificial Intelligence (AI) to draft responses to customer reviews. Restaurant acknowledges that AI is an evolving technology and may produce inaccurate, incomplete, or inappropriate content. Restaurant acknowledges that AI-generated content may be published on their behalf under the hands-free service model described in the GBP Consent Form. While the Company acts in good faith, Restaurant retains the right to review, edit, or request removal of any published content at any time. The Company disclaims all liability for damages, including reputational harm or regulatory fines, arising from AI-generated responses published in good faith under this model.

• Hands-Free Content Updates: To save a Restaurant time, the Company may publish menu updates and promotional posts directly based on the information they provide. While we don't require approval for every post, we aim to reflect each Restaurant’s brand accurately.
• Hands-Free Review Management: If selected, to save the Restaurant time, the Company may manage and publish review responses directly. While we don't require approval for every individual post, we work within the guidelines established. For unverified sensitive concerns, including hygiene complaints, food safety allegations, or financial disputes, the Company may, at its discretion, either seek the Restaurant's instructions before publishing a response or publish a professionally worded, non-committal acknowledgment on the Restaurant's behalf that does not admit liability, make promises, or speak to the specific details of the concern, pending the Restaurant's further guidance.
• Quality Assurance: We use a blend of human expertise and advanced technology to draft responses. Restaurant acknowledges that technology-assisted content is an evolving tool; as such, Restaurant agrees that our "good faith" efforts to support its brand are a shared responsibility.
• Your Control: Restaurant always has the final say. Restaurant may review, edit, or request the removal of any published content at any time.

15.2 Google Ads and Promotional Management

A. Service Models. The Company provides Google Ads management through the Company’s proprietary advertising accounts. Because these campaigns run within the Company’s infrastructure, Restaurants do not have direct access to co-manage or modify these campaigns. Management falls into two categories:

1. Restaurant-Authorized (Paid) Campaigns.

• Authorization & Funding: Upon Restaurant’s agreement to a management plan, the Company will process the agreed-upon payment (e.g., a monthly flat fee or specified budget). Campaigns will commence only after successful payment processing.
• The "VIP" Post-Pay Exception: For specific authorized accounts, the Company may cover the cost of ad spend and invoice the Restaurant for actual expenditures in arrears. By participating in this model, you authorize our finance team to automatically charge the Restaurant’s payment method on file for the previous month's actual costs upon notification.
• Pacing & Market Conditions: While we strive for precision, Google’s automated bidding and market competition can cause daily spend fluctuations. The Company is not responsible for platform-level billing errors or performance variances in excess of fees paid by Restaurant in the thirty (30) days preceding the claim, with no liability for indirect, consequential, incidental, or punitive damages arising from either, except in cases of Company's gross negligence or willful misconduct.
• Pausing: Once the authorized budget is consumed, campaigns will pause automatically until further budget is allocated and processed.

2. Company-Funded (Promotional) Campaigns.

• Discretionary Marketing: The Company may, at its own expense and sole discretion, run advertisements for a Restaurant to increase platform volume or brand awareness.
• Ownership of Strategy: For Company-funded ads, the Company retains full control over ad copy, keywords, and placement.
• No Cost to Restaurant: Restaurants will not be billed for these campaigns. While we aim to drive traffic to a Restaurant’s specific menu, the Company makes no guarantee regarding the frequency or duration of these discretionary ads.

B. Promotional Programs and Sweepstakes. From time to time, the Company may launch platform-wide promotional campaigns, such as sweepstakes, discount codes, or seasonal events.

• Automatic Enrollment: To maximize participation, Restaurants may be automatically enrolled in these promotional events at no additional cost to the Restaurant.
• Opt-Out Right: Restaurants have the right to opt-out of any specific promotional campaign or sweepstakes at any time by notifying info@chinesemenuonline.com.
• Terms of Participation: The Company reserves the right to set the rules, prizes, and duration of such promotions.

C. Content and Creative Rights.

• Optimization: To maximize performance, we are authorized to adjust ad groups, keywords, bids, and creatives based on a Restaurant’s menu and existing brand assets.
• Revocation of Branding: The Restaurant may request in writing that the Company cease using the Restaurant’s specific trademarks or "Restaurant IP" in any Google Ads campaign. Upon receipt, the Company will remove the Restaurant’s branding or disable the specific campaigns within three (3) business days.
• Campaign Ownership: Because all campaigns are run via the Company’s master account and often utilize proprietary bidding strategies, the Company retains sole ownership of all campaign data, keyword history, and account architecture.
• Termination of Company-Funded Ads: For campaigns funded entirely by the Company (Section 15.2.A.2), the Company reserves the right to pause, modify, or terminate such ads at any time without notice.

 

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16. Proprietary Software (Order Monitor & Manager App)

16.1 Order Monitor Software (Windows).

• Authorization & OS Requirements: By using the Software, Restaurant authorizes us to integrate with its supported ordering systems. This Software is designed exclusively for Windows OS. We are not responsible for issues arising from use on non-supported systems. Restaurant must ensure devices are fully patched, have active antivirus protection, and meet our hardware requirements.
• Purpose & Responsibility: The Software is a consolidation tool for viewing, printing, and tracking orders. Each Restaurant is solely responsible for ensuring orders are reviewed and processed in a timely manner. We do not control any Restaurant’s operational decisions or fulfillment practices.
• Third-Party Integrations: We are not responsible for outages, API changes, or incorrect data originating from third-party platforms (delivery apps, POS systems, etc.). Our role is limited to displaying data as it is provided to us.
• Performance Disclaimer: We strive for continuous access but cannot guarantee uninterrupted service, error-free operation, or complete data accuracy from integrated platforms.

16.2 Manager App.

• Functionality: The App provides tools for managing orders, menus, account settings, and business analytics. It is intended strictly as a management tool;  and Restaurant retains full responsibility for all business outcomes and staffing decisions.
• Data Use: We only process data required for the App to function or provided via authorized integrations. All data is handled per our Privacy Policy and is never sold or redistributed.

16.3 Client Responsibilities (General). Restaurant agrees to: (i) use the Software and App solely for lawful business purposes; (ii) maintain secure account credentials; (iii) ensure staff are properly trained; and (iv) verify all business information and settings entered into the App. Restaurant remains solely responsible for order preparation, delivery, refunds, and customer service.

16.4 Termination and Revocation of Access.

• Termination: Either party may terminate access to the Software or App via written notice. We reserve the right to terminate access immediately in cases of misuse, security concerns, or policy violations.
• Revocation: Restaurant may revoke our access to third-party integrations at any time. Upon termination or revocation, all integrations will be disabled and access to the Software/App will cease.

16.5 Limitation of Liability. We are not liable for:

• Financial Losses: Lost revenue, missed orders, or staffing issues caused by third-party platforms, device failure, or user error.
• Connectivity Issues: Notification failures resulting from local network outages, ISP issues, or hardware disconnection.
• Operational Outcomes: Decisions made by Restaurant staff based on analytics, recommendations, or data within the App.
• External Factors: Downtime caused by maintenance or factors beyond our reasonable control.
• Operational Monitoring: The Software is a tool to facilitate order visibility; however, the Restaurant remains solely responsible for the active monitoring of the device.
• User Configuration: The Company is not liable for missed orders resulting from: (i) staff failure to maintain audible volume levels; (ii) improper "always-on" power settings; or (iii) failure to visually check the Order Monitor during peak hours. Any business decisions made based on App analytics (Section 16.2) are made at the Restaurant’s sole risk.

 

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17. Payments and Financial Terms

17.1 The Payment Processing Models

A. Dual Role as Intermediary. The Company provides a web-based marketplace that facilitates payment processing. Depending on the Restaurant's specific configuration, we process payments in one of two ways:

1. Internal Payment Facilitation: We act as a Payment Facilitator. In this model, we (via our sponsoring bank) personally receive, hold, and settle funds from Restaurant Customers on behalf of the Restaurant. Settlement to the Restaurant is made net of applicable Fees, Taxes, and Chargebacks.
2. Third-Party Technology Provider: We act as a Gateway. In this model, we securely transmit tokenized data to the Restaurant’s independent third-party processor (e.g., Stripe, PayPal, Square). We do not receive or hold funds; the third-party processor handles all settlement directly with the Restaurant.

B. Appointment of Limited Agent. The Restaurant hereby appoints the Company as its limited payment collection agent solely for the purpose of accepting and facilitating payments from Restaurant Customers.

• Legal Receipt: Payment made by a Restaurant Customer to the Company (under either processing model) shall be considered the same as payment made directly to the Restaurant. The Restaurant must fulfill the order as if it had received the funds directly, regardless of the timing of the Payout/Settlement.

C. Settlement and Payouts (Internal Facilitation only). For Restaurants utilizing the Company’s internal payment facilitation:

• Payout Schedule: Funds will be transferred to the Restaurant’s verified bank account according to the schedule established in the Restaurant's dashboard (e.g., Daily, Weekly).
• Adjustments: We may delay or reduce payment owed to a Restaurant for the following reasons:
  • refunds, chargebacks, and fraud that the Restaurant is responsible for according to Section 17.6,
  • the Restaurant informs of an order cancellation after the payout,
  • a bank penalty fee is incurred after the payout,
  • there is an order adjustment (e.g., partial refund/ add-on), 
  • A Restaurant switches to our Chinese Menu Online payment option, and we need to adjust their last unpaid invoice prior to switching, and a customer no-show or third-party delivery failure.

• Banking Info: Restaurant is responsible for providing accurate bank routing and account info. We are not liable for funds sent to incorrect accounts provided by the Restaurant.

D. Data Handling & Security. We utilize secure, PCI-compliant vaulting (e.g., Spreedly) to tokenize card data. We do not store raw, unencrypted credit card numbers.

• Disclaimer: We are not liable for breaches, errors, or financial losses caused by third-party processors or a Restaurant's failure to maintain secure local hardware/networks (as required in Section 14.3).

17.2 Pricing, Fees, and "Honest Pricing" Compliance

A. Fee Structure. Fees for tools, subscriptions, or management services (e.g., GBP/Ads, Order Monitor) are billed as disclosed in your service agreement. 

B. Honest Pricing (SB 478). The Restaurant represents and warrants that all menu prices and mandatory "Restaurant Fees" or "Surcharges" comply with "Honest Pricing" or "All-In Pricing" laws. All mandatory charges must be clearly titled and disclosed to Restaurant Customers at the earliest point of display. 

C. Estimated Totals. Subtotals shown at checkout are estimates. We reserve the right to charge the final adjusted price, including applicable taxes and surcharges, after checkout.

17.3 Taxes and Marketplace Facilitator Rules

A. Seller of Record. Except where we act as a Payment Facilitator, or as otherwise required by law, the Restaurant is responsible for the payment and reporting of all sales tax, use tax, excise tax, and any other similar transaction-based tax obligations (“Taxes”). Except where we act as a Payment Facilitator, Restaurant represents and agrees that, (i) it has accurately classified all menu items for Tax purposes, and (ii) it has obtained, or will obtain prior to any sales through the Service, all licenses, permits, and registrations required by applicable law to collect and remit Taxes in each jurisdiction where it makes sales.

B. Marketplace Facilitator Status. To the extent the Company acts as a Payment Facilitator for the Restaurant, the Company shall use commercially reasonable efforts to collect and remit applicable Taxes as follows: 

• Collection: We will automatically collect and remit Taxes based on the Restaurant’s menu categorizations.
• Payouts: Payouts will be net of Taxes remitted by us.
• Exclusions: Without limitation, the following categories of Taxes are not collected or remitted by the Company and are the sole responsibility of the Restaurant: (i) taxes on alcoholic beverages; (ii) taxes on tobacco and tobacco-related products; (iii) local option taxes, tourism taxes, or special district taxes; (iv) any Tax in a jurisdiction where the Company is not acting as a Payment Facilitator; and (v) any tax arising from Restaurant's activities outside the Service.

C. Indemnification & Audit Clawbacks. The Restaurant is responsible for ensuring the accuracy of how items sold are classified for Tax purposes. This is the case irrespective of how we facilitate payments, whether as a Gateway or Payment Facilitator.  Where the Company acts as a Payment Facilitator, the Restaurant is responsible for immediately (i) reviewing the accuracy of all classification data input by the Company used to compute any Tax, and (ii) notifying the Company of any inaccuracy. The Restaurant agrees to indemnify the Company for any liabilities (including interest and penalties) arising from the incorrect classification of any item for Tax purposes. If we are audited and forced to pay back-Taxes, we may withhold such amounts (along with reasonable attorney’s fees and costs incurred by the Company in connection with any audit or tax dispute) from future payouts.  If the amount you owe us under this Section 17.C. exceeds the amount we withhold from future payouts, Restaurant agrees to directly pay Company for the difference within 10 days of a written request for payment by the Company.

17.4 Mutual Cooperation. In the event of any tax audit or inquiry relating to transactions processed through the Service, Restaurant and Company agree to promptly provide each other with all records, documentation, and information reasonably requested by the other or any taxing authority.

17.5 Statute of Limitations. Restaurant's indemnification and other financial obligations under this Section 17 shall survive termination of these Terms for a period equal to the longest applicable statute of limitations for tax assessments in any jurisdiction in which Restaurant conducted sales through the Service, plus one year.

17.6 Refunds, Chargebacks, and Fraud.

Default Liability. The Restaurant is solely and fully responsible for 100% of all customer chargebacks, disputed transactions, and related bank, processor, network, card network penalties, and administrative fees arising from transactions processed through the Service. All chargeback amounts and associated fees become immediately due upon assessment.

Recovery. The Company reserves the right to recover chargeback amounts and associated fees through any or all of the following without prior notice to the Restaurant: deduction from the Restaurant's account balance, offset against current or future payouts, or ACH debit from the bank account on file.

No Pre-Approval Required. The Company may recover chargeback amounts without prior notice to the Restaurant. The Restaurant's obligation to cover chargebacks is not contingent upon the outcome of any dispute resolution process initiated by the Restaurant.

Discretionary Relief. The Company may, in its sole and absolute discretion, elect to absorb, waive, or reimburse all or any portion of a chargeback or associated fees in a particular instance. Any such accommodation is voluntary, does not create any obligation, precedent, or waiver, and shall not modify the Restaurant's default responsibility under this Section.

Dispute Cooperation. Restaurant agrees to cooperate fully with the Company and its payment processors in the investigation and response to any chargeback or disputed transaction, including providing transaction records, order confirmations, delivery documentation, and any other information reasonably requested within the timeframe required by the applicable card network or processor.

Fraudulent Activity. If the Company determines that a Restaurant's account reflects a higher-than-average rate of chargebacks or fraudulent transactions, the Company reserves the right to increase processing fees, establish payment reserves, adjust payout schedules, or suspend payment processing services at its sole discretion.

17.7 Ordering and Payment.

• Responsibility for Accuracy: Restaurant Customer is solely responsible for the accuracy of order information and payment data. Once an order is finalized, it may not be possible to cancel or modify it.
• Service and Convenience Fees: Restaurant Customer may be charged fees for using the Service, including but not limited to: ordering convenience fees, processing fees, delivery/handling fees, and regulatory fees. All mandatory fees will be displayed prior to checkout.
• Return Fees: In the event an order cannot be delivered for any reason including but not limited to a Restaurant Customer’s failure to be present, failure to provide necessary identification for age-restricted goods, or the provision of an incorrect address the items may be returned to the Restaurant.
  • Assessment: In such cases, Restaurant Customer may be assessed a product return fee to cover the costs of the attempted delivery and return.
  • Refund Adjustments: Any refund provided for undeliverable items will be net of this return fee.
• Refunds and Disputes: All Restaurant Customer fees are final and non-refundable unless determined otherwise by the Company. For questions or disputes regarding food quality or order fulfillment, Restaurant Customer must contact the Restaurant directly.
• Pricing Errors and Order Cancellations: In the event that a product is listed at an incorrect price or with incorrect information due to a typographical error, an error in pricing provided by the Restaurant, or a technical system glitch, the Company and the Restaurant reserve the right to refuse or cancel any order placed for that product. We reserve the right to cancel and refund any such order at our sole discretion, even if the order has been confirmed and the Restaurant Customer’s payment method is charged. If the Restaurant Customer’s payment has already been processed, we will issue a credit or refund in the amount of the incorrect price.

17.8 Payment Processing and Price Transparency.

A. Third-Party Processors. We use third-party intermediaries (e.g., Stripe, PayPal) to manage credit card processing. By using these features, Customer agrees to be bound by the terms of these third-party processors.

• Data Storage: You acknowledge that we do not process or store your full credit card information; this is handled by intermediaries who may retain billing info to process future orders.
• Security Disclaimer: We make reasonable efforts to maintain confidentiality, but we cannot prevent all breaches. We are not liable for errors, service interruptions, or security breaches caused by these third-party providers or the illegal actions of hackers or for financial losses resulting from a Restaurant's failure to maintain secure local hardware or network environments.

17.9 Payments to Restaurants. When you place an order through our marketplace or any of our direct ordering websites or interfaces (each, an "Ordering Channel"), the charges for the Restaurant's products are owed by you directly to the Restaurant. The Company collects those charges from you on the Restaurant's behalf, as the Restaurant's limited payment collection agent. Your payment of those charges to the Company is considered the same as payment made directly to the Restaurant, and your obligation to the Restaurant for that order is satisfied at the moment you submit payment, regardless of whether or when the Company has remitted the funds to the Restaurant. Any service fee the Company charges you is for the Company's own services and is separate from the amounts owed to the Restaurant.

 

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18. Restaurant Conduct & Data Use

18.1 Restricted Use of Customer Information. Restaurants receive Restaurant Customer contact information (e.g., phone numbers and email addresses) solely for the purpose of fulfilling a specific transaction and providing order updates.

• Prohibited Marketing: A Restaurant may not use a Restaurant Customer’s phone number or contact information for marketing, solicitation, or any communication unrelated to the specific order unless the Restaurant has obtained independent, legally sufficient consent directly from the Restaurant Customer.
• Data Protection: Restaurant agrees to handle all Restaurant Customer data in compliance with the Company’s Privacy Policy and all applicable data protection laws.

18.2 Compliance Warranty. Each Restaurant is solely responsible for ensuring its use of the Service, including the methods used to contact Restaurant Customers, complies with the laws of their jurisdiction. This includes, but is not limited to, strict adherence to the "Honest Pricing" and "All-In Pricing" mandates (e.g., California SB 478) detailed in Section 17.7. The Company provides the technical infrastructure but does not provide legal advice. Restaurants should consult with qualified counsel regarding their specific obligations under the TCPA, CAN-SPAM, and local regulations.

18.3 Zero Tolerance for Abuse. The Company reserves the right to immediately suspend or terminate any Restaurant account that uses the Service to harass, spam, or misappropriate Restaurant Customer data. This includes, but is not limited to, the prohibited use of automated dialers or AI-generated voices for marketing purposes without the explicit consent required under Section 12.2. We may cooperate with law enforcement in the prosecution of any party found to be in violation of these communication or privacy laws.

18.4 Data Breach Notification. Restaurants and Resellers are independently responsible for complying with all applicable data breach notification laws with respect to personal information they collect, store, or process through their own systems. The Restaurantor Reseller shall promptly notify the Company if it becomes aware of any breach involving data obtained through or related to the Service.

18.5 Data Retention, Export, and Deletion.

• During Active Use: While the Restaurant account remains active, the Restaurant may export order history, customer data, menu configurations, and analytics through the tools made available within the Service. We encourage regular data exports as part of business continuity practices.
• Upon Termination: Following termination or expiration of a Restaurant’s account, we will retain its account data (order history, customer records, and menu data) for ninety (90) days to allow for data export requests. After this retention period, data will be permanently deleted from our active systems, except where a longer retention period is required by applicable law, regulatory obligation, or ongoing dispute.
• Data Export Requests: During the 90-day post-termination retention period, the Restaurant may request a machine-readable export of data by contacting us at info@chinesemenuonline.com. We will fulfill such requests within fifteen (15) business days, subject to verification of identity and account ownership.
• Customer Personal Data: All personal data belonging to a Restaurant Customer will be handled in accordance with our Privacy Policy and applicable data protection laws (including CCPA and state privacy statutes) upon termination. We will not transfer Restaurant Customer personal data to Restaurant in bulk except as necessary to fulfill active orders or as otherwise required by law.

 

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19. Dispute Resolution

19.1 Informal Negotiations. To expedite resolution and control costs, you agree to first attempt to negotiate, any dispute with us (“Dispute”), informally for at least thirty (30) days before initiating arbitration. Such negotiations commence upon written notice from one Party to the other.

19.2 Binding Arbitration. If informal negotiations fail, the Dispute will be finally and exclusively resolved by binding arbitration. By agreeing to these Terms, you understand that you are waiving your right to sue in court and to have a jury trial. 

• Rules: Arbitration shall be conducted under the AAA Commercial Arbitration Rules and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes.
• Location: The arbitration will take place in Wake County, North Carolina, except where otherwise required by AAA Rules or applicable law.
• Governing Law: The arbitrator must follow applicable North Carolina and federal laws; any award may be challenged if the arbitrator fails to do so.

19.3 Class Action Waiver and Restrictions.

• Individual Capacity: You and the Company agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
• No Consolidation: Unless both parties agree otherwise, the arbitrator may not consolidate more than one person’s claims.
• Mass Filing Protections: If twenty-five (25) or more similar Disputes are filed by the same counsel or coordinated group within 60 days, the claims shall be arbitrated in batches of no more than fifty (50) at a time to ensure efficient resolution and manage arbitration fees.

19.4 Court Proceedings. If a Dispute proceeds in court rather than arbitration, it shall be commenced or prosecuted in the state and federal courts located in Wake County, North Carolina. The parties waive all defenses of lack of personal jurisdiction and forum non conveniens.

19.5 Limitation Period. In no event shall any Dispute related to the Service be commenced more than one (1) year after the cause of action arose, or such a longer period as may be required by applicable law that cannot be shortened by contract. You agree that any cause of action arising out of or related to the Service must commence within this period; otherwise, such cause of action is permanently barred.

19.6 Exceptions to Arbitration. The parties agree that claims for injunctive relief are not subject to binding arbitration and may be sought in a court of competent jurisdiction.

19.7 Preventing Conflicts of Interest. To ensure fair resolution of any Claims, you agree to disclose any relationship with a third-party Litigation Funder, defined as any person or entity providing financial support for your claim in exchange for an interest in any recovery. You must provide a true and correct copy of any such litigation funding agreement at the time a claim is initiated. You expressly agree that the existence of such an agreement is relevant, discoverable, and not privileged. By agreeing to these Terms, you waive any attorney-client privilege or work-product protection regarding documents shared with or received from a Litigation Funder.

19.8 Severability of Arbitration Provisions.

If the class action waiver set forth in Section 19.3 is found to be unenforceable by a court of competent jurisdiction, then the entirety of this dispute resolution section (Section 19) shall be null and void, and the Dispute shall be determined by a court of competent jurisdiction in Wake County, North Carolina, subject to Section 10.1. If any other provision of this dispute resolution section is found unenforceable, that provision shall be severed and the remainder of this section shall remain in full force and effect.

 

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20. Disclaimers and Limitation of Liability

20.1 Warranty Disclaimer. The Service is provided on an “as-is” and “as-available” basis. You agree that your use of the Service will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the Service and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

• Content Accuracy: We make no warranties or representations about the accuracy or completeness of the Service’s content or the content of any websites linked to the Service, including menu pricing, allergen information, or marketing assets managed under Sections 15 and 16 or AI-generated content (as defined in Section 13.2).
• Service Reliability: We further disclaim any warranty that (i) the Service will meet your specific requirements, (ii) the Service will be uninterrupted, timely, secure, or error-free, or (iii) the results obtained from the Service will be accurate or reliable.

20.2 Specific Liability Exclusions. To the fullest extent permitted by applicable law, we assume no liability or responsibility for any:

• Errors, mistakes, or inaccuracies of content and materials;
• Personal injury or property damage resulting from your access to and use of the Service;
• Unauthorized access to or use of our secure servers and/or any personal or financial information stored therein;
• Any interruption or cessation of transmission to or from the Service;
• Any bugs, viruses, trojan horses, or the like which may be transmitted through the Service by any third party; and/or
• Any loss or damage of any kind incurred as a result of the use of any content posted or transmitted via the Service.

20.3 Limitation of Liability and "Cap." In no event will we or our directors, employees, or agents be liable to you or any third party for any indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, or loss of data, even if we have been advised of the possibility of such damages.

• Aggregate Liability: Notwithstanding anything to the contrary, our total aggregate liability to you for any cause whatsoever will at all times be limited to the greater of: (a) one thousand dollars ($1,000); or (b) the total amount paid by you to us during the twelve (12) months immediately preceding the event giving rise to the claim.
• Excluded Claims: The limitations in this section do not apply to: (i) your indemnification obligations under Section 20.4; (ii) either party’s liability for fraud or willful misconduct; or (iii) claims that cannot be limited by applicable law.
• State Law Savings Clause: Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply, and you may have additional rights.

20.4 Indemnification. You agree to defend, indemnify, and hold the Company harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, and employees, from and against any loss, damage, liability, action, claim, or demand, including reasonable attorneys’ fees and expenses, due to or arising out of:

• Use of the Service or breach of these Terms;
• Any breach of your representations and warranties;
• Your violation of the rights of a third party, including intellectual property rights;
• Providing us any inaccurate information;
• Your negligence or willful misconduct;
• The sharing or misuse of log-in information;
• Any dispute or action between you and any third party (e.g., between Restaurants and Customers);
• Any Tax miscalculations or audit penalties resulting from inaccurate Restaurant data (Sections 17.3 and 17.6);
• Any regulatory fines related to non-transparent pricing or mandatory fees configured by the Restaurant (Section 17.7);
• Any claim that Restaurant IP provided under Section 13.3 infringes upon the intellectual property rights of a third party;
• Any reliance by a user on AI-generated content for health or safety purposes despite the warnings in Section 13.2; and
• Any violation of the TCPA, CAN-SPAM Act, or local communication laws resulting from a Restaurant’s unauthorized use of Customer contact data (Section 12.2) and (Section 18.2).

20.5 Operational Hold Harmless: Restaurant also specifically agrees to hold the Company harmless for any operational changes, data loss, configuration errors, or lost revenue that occur during or as a result of a remote support session, except to the extent directly caused by the Company’s gross negligence or willful misconduct. Restaurant acknowledges that remote support inherently carries operational risk and that the Company’s support staff act in good faith to resolve reported issues.

20.6 Defense Control: 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 such claims.

20.7 Independent of Restaurants. We are independent of all restaurants. We do not represent any Restaurant and make no warranty regarding any transaction between users, Restaurants, and Restaurant Customers.

 

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21. Regulatory and Contact Information

21.1 California Users. Complaints may be sent to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by telephone at (800) 952-5210.

21.2 Accessibility. If you have a disability and need to access this policy in an alternative format, please contact us at accessibility@chinesemenuonline.net or (888) 766-8882.

21.3 Contact Us. Legal Entity: Order Online, Inc.

Email: info@chinesemenuonline.com

Address: 8480 Honeycutt Rd. Suite 200 Raleigh, NC 27615

Phone: (888) 766-8882