1. Agreement to Terms
These Terms of Service (“Terms”) are a binding agreement between [LEGAL ENTITY] (“Palate,” “we,” “us”) and the business entity agreeing to these Terms (“Customer,” “Restaurant,” “you”). By creating an account, signing an order form, or using the Palate platform (the “Service”), you agree to these Terms.
If you are accepting on behalf of a business, you represent that you have authority to bind that business.
[LD-17: Specify whether acceptance is via clickwrap, signed order form, or both.]
2. Definitions
- Service: the Palate restaurant management platform, including the Admin web application, Point of Sale (POS), Kitchen Display System (KDS), Employee application, Customer Web ordering/reservation experience, and related features.
- Customer Data: all data the Customer or its End Users submit to or generate through the Service, including diner data, employee data, menu data, and transaction records.
- End Users: the Customer’s staff, employees, and the Customer’s diners/guests who interact with the Service.
- Subscription: the paid plan under which Customer accesses the Service.
- Order Form: the ordering document (online or signed) specifying the plan, fees, and term.
3. The Service
3.1 Provision
Palate will make the Service available to Customer per these Terms and the applicable Order Form. Palate may update, improve, or modify features over time.
3.2 Account registration
Customer must provide accurate registration information and keep it current. Customer is responsible for safeguarding account credentials and for all activity under its account. Palate provides authentication safeguards (including optional and required multi-factor authentication) as described in the Privacy Policy and security documentation.
3.3 Acceptable use
Customer’s use is subject to the Acceptable Use Policy (“AUP”), incorporated by reference. Violation of the AUP is a material breach.
4. Fees and Payment
4.1 Fees
Customer will pay the fees stated on the Order Form. [LD-5: Specify subscription pricing model, billing frequency, and whether usage-based components apply.]
4.2 Payment processing
Payments and payouts are processed through Stripe. Customer agrees to Stripe’s Connected Account Agreement as a condition of using payment features. Palate does not store full payment card numbers.
4.3 Taxes
Fees are exclusive of taxes. Customer is responsible for applicable taxes other than Palate’s income taxes.
4.4 Non-payment
[LD-5: Specify grace period, suspension, and termination for non-payment.]
5. Term and Termination
5.1 Term
These Terms begin on acceptance and continue for the period stated on the Order Form. [LD-5: Pilot may be month-to-month; specify renewal.]
5.2 Termination for convenience
[LD-5: Specify notice period for either party to terminate.]
5.3 Termination for cause
Either party may terminate for the other’s material breach not cured within [30] days of written notice.
5.4 Effect of termination
Upon termination: (a) Customer’s access ends; (b) Palate will make Customer Data available for export for [30] days, after which it may be deleted per the data retention schedule; (c) accrued fees remain payable.
5.5 Data export and deletion
Customer may export Customer Data during the term and during the post-termination window. Deletion follows the retention schedule in the Privacy Policy and DPA.
6. Customer Data and Privacy
6.1 Ownership
As between the parties, Customer owns all Customer Data. [LD-14]
6.2 License to Palate
Customer grants Palate a limited license to host, process, and transmit Customer Data solely to provide and improve the Service, subject to the Privacy Policy and DPA.
6.3 Data processing
Where Palate processes personal data on Customer’s behalf (diner data, employee data), the Data Processing Addendum (“DPA”) governs and is incorporated by reference. Where the parties’ roles conflict, the DPA controls for personal data processing matters.
6.4 Aggregated data
[LD-14: Specify whether Palate may use de-identified, aggregated data for analytics and product improvement. Recommended: permitted if truly de-identified and not re-identifiable.]
7. Intellectual Property
7.1 Palate IP
Palate owns the Service, software, and all related intellectual property. These Terms grant Customer only a limited, non-exclusive, non-transferable right to use the Service during the term.
7.2 Feedback
If Customer provides feedback, Palate may use it without restriction or obligation.
7.3 Customer marks
[LD-14: Specify whether Palate may use Customer’s name/logo as a reference customer. Recommended: with consent, or opt-out.]
8. Confidentiality
Each party will protect the other’s confidential information with reasonable care and use it only to perform under these Terms. This does not apply to information that is public, independently developed, or rightfully received from a third party.
9. Warranties and Disclaimers
9.1 Mutual
Each party warrants it has authority to enter these Terms.
9.2 Service warranty
Palate will provide the Service in a professional manner consistent with industry standards.
9.3 Disclaimer
EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. [Counsel to confirm enforceability and jurisdiction-specific consumer protections.]
10. Service Levels
[LD-6: Insert SLA terms or reference a separate SLA. Recommendation: during pilot, commit to a modest, achievable target (e.g., 99.5% monthly uptime measured by the public status page) and avoid aggressive credits. Tie measurement to the Instatus status page and Sentry uptime monitors described in the observability documentation.]
11. Limitation of Liability
[LD-4: Insert liability cap. Common structure:]
EXCEPT FOR [excluded claims: breaches of confidentiality, data protection obligations, indemnification, IP infringement, and willful misconduct], NEITHER PARTY’S AGGREGATE LIABILITY WILL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE [12] MONTHS PRECEDING THE CLAIM.
NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
[Counsel to confirm carve-outs and enforceability by jurisdiction.]
12. Indemnification
12.1 By Palate
Palate will defend Customer against third-party claims that the Service infringes IP rights, and pay resulting damages, subject to standard conditions (prompt notice, control of defense, cooperation).
12.2 By Customer
Customer will defend Palate against third-party claims arising from Customer Data, Customer’s use in violation of these Terms, or Customer’s violation of law.
[Counsel to tailor scope, exclusions, and procedures.]
13. Dispute Resolution
[LD-13: Specify dispute resolution. Options: courts of [US state/venue], or binding arbitration with class action waiver. Note enforceability of arbitration clauses and class waivers varies by US state.]
14. Governing Law
[LD-2: Specify US governing law and venue, commonly the state of incorporation (e.g., Delaware).]
15. General
15.1 Changes to Terms
Palate may update these Terms with reasonable notice. Continued use after the effective date constitutes acceptance. [Counsel to confirm notice mechanism and whether material changes require affirmative consent.]
15.2 Assignment
Neither party may assign without consent, except to a successor in a merger or acquisition.
15.3 Force majeure
Neither party is liable for delays caused by events beyond reasonable control.
15.4 Entire agreement
These Terms, the Order Form, AUP, DPA, and referenced policies are the entire agreement and supersede prior agreements.
15.5 Severability
If any provision is unenforceable, the rest remains in effect.
15.6 Notices
Notices to Palate: [NOTICE ADDRESS / legal@palate.pro]. Notices to Customer: the email on the account.