Terms and Conditions

By creating an account, signing an order form or subscription agreement, clicking “I agree,” or otherwise accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you are accepting on behalf of a business, you represent that you have the authority to bind that business and “you” refers to that business. If you do not agree, do not use the Service.

Where you and OrderUp have signed a separate written agreement that covers the Service (for example, a Pilot Letter or Order Form), that signed agreement governs in case of conflict with these Terms.

• “Service” means the OrderUp platform, including the point-of-sale application, online-ordering surface, restaurant websites, menu display, management console, kitchen routing, accounting (OrderUp Books), supporting APIs, marketing websites, and any software or services we make available under the OrderUp brand.
• “Platform” means the hosted software and cloud infrastructure that delivers the Service.
• “Operator” means the restaurant business that subscribes to the Service and any authorized users acting on its behalf.
• “Customer”means an end consumer of the Operator’s restaurant — for example, a diner placing an order through an Operator’s OrderUp-powered website or POS.
• “Subscription” means a paid right to access the Service for a defined term.
• “Hardware” means any physical device offered or facilitated by OrderUp (POS tablets, payment terminals, gateway computers, printers, scanners, displays).
• “Pilot Program” means the early-access program through which OrderUp onboards a limited number of founding Operators prior to general availability, on terms described below and in any signed Pilot Letter.

The Service is offered to restaurant businesses operating in the United States. To use the Service you must be at least 18 years old, lawfully able to enter into binding contracts in your jurisdiction, and (if accepting on behalf of a business) authorized to bind that business. The Service is not currently available outside the United States.

You are responsible for the credentials, hardware, devices, and networks used to access the Service, for the activities of every user you authorize, and for keeping your account information accurate and up to date. You must use strong, unique credentials, enable any multi-factor authentication we make available, and notify us promptly at hello@letsorderup.com if you suspect unauthorized access.

You may grant employees and contractors access to the Service on your behalf. You are responsible for their compliance with these Terms.

Access to the Service is sold by Subscription on a recurring monthly or annual basis, on the plan and price documented in your order form, pilot letter, or in-product checkout. Subscription fees are exclusive of taxes; you are responsible for any sales, use, VAT, or similar taxes that apply.

Unless otherwise stated, Subscriptions automatically renew at the end of each term for a successive term of the same length at our then-current standard rates, unless either party cancels before the renewal date. You may cancel auto-renewal at any time from within the Service or by emailing us. Cancellation takes effect at the end of the then-current term.

Founding Operators that join under the Pilot Program may be offered founder pricing under a separate signed pilot letter. Where founder pricing applies, the pilot letter controls the term, price, lock-in conditions, and any grandfathering protection.

Payments processing fees are passed through from the third-party payment processor and are billed separately from Subscription fees. Hardware is sold separately and is not included in the Subscription unless your order form says otherwise.

Except where required by law, Subscription fees are non-refundable for partial periods. We may change our standard pricing for future renewal terms by providing at least thirty (30) days’ advance notice; founder pricing documented in a signed pilot letter is protected as described in that letter.

If we are unable to charge your payment method on file, we may suspend access after reasonable notice. If amounts remain unpaid more than thirty (30) days after they are due, we may charge interest at the lesser of 1.5% per month or the maximum permitted by law, and recover reasonable costs of collection (including attorneys’ fees).

You agree not to, and not to permit any user to:

• Use the Service for unlawful, fraudulent, deceptive, harassing, infringing, or harmful activity.
• Use the Service to send unsolicited communications in violation of CAN-SPAM, the Telephone Consumer Protection Act (TCPA), or other applicable law.
• Attempt to gain unauthorized access to the Service, other accounts, or any systems or networks connected to the Service.
• Interfere with, disrupt, probe, or stress-test the Service or its infrastructure, or circumvent security or rate-limiting measures.
• Upload or transmit viruses, malware, or any code intended to disrupt, damage, or gain unauthorized access to the Service.
• Reverse engineer, decompile, disassemble, or attempt to derive source code of the Service, except to the extent expressly permitted by applicable law.
• Scrape, crawl, or harvest data from the Service except through APIs we provide for that purpose.
• Resell, sublicense, or otherwise commercially exploit the Service without our prior written consent.
• Use the Service in violation of the rules of card networks, payment processors, or applicable financial regulations.
• Misrepresent your identity, business, or affiliation.

We may investigate suspected violations and, if appropriate, suspend or terminate your access in accordance with the Termination section.

As between you and OrderUp, you retain all right, title, and interest in the data you (or your authorized users) provide to or generate through the Service, including your menus, content, configurations, employee records, sales data, and the customer information you collect from your Customers (collectively, “Operator Data”).

You grant OrderUp a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, modify (for formatting and rendering), and otherwise process Operator Data solely as necessary to: (a) provide, operate, secure, and improve the Service; (b) prevent or address technical, security, or legal issues; (c) comply with law and lawful requests; and (d) create aggregated and de-identified data that does not identify you or any individual. We may use aggregated and de-identified data for any lawful business purpose.

Customer data is Operator Data. You are responsible for posting your own privacy notice to your Customers, obtaining any required consents (including for SMS or marketing communications you send to your Customers), and complying with applicable consumer-protection, payments, and privacy laws.

The Service, including all software, algorithms, models, user interfaces, designs, brand, trademarks, logos, and documentation, is owned by OrderUp or our licensors and is protected by US and international intellectual property laws. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term of your Subscription. No rights are granted by implication, estoppel, or otherwise.

You own your menu content, your business content, and your Operator Data. You grant us the license described in Operator data & customer data to display and process that content within the Service.

If you provide us with any feedback, ideas, or suggestions about the Service (“Feedback”), you assign to us all rights in that Feedback and we may use it for any purpose without obligation to you.

OrderUp may sell or facilitate the sale of Hardware to Operators. Hardware is sold under a separate hardware order; title and risk of loss transfer to you on delivery. Hardware is yours once purchased. Warranty, repair, and return coverage for Hardware is provided by the original manufacturer in accordance with the manufacturer’s policy; OrderUp will reasonably assist with warranty claims but does not provide additional warranties on Hardware beyond the manufacturer’s.

Hardware may be returned to OrderUp in original condition, unused, within fourteen (14) days of delivery for a refund of the Hardware purchase price (less shipping, restocking, and processing fees), unless a longer period is required by law. Hardware that has been activated, customized, or used is not eligible for return except under manufacturer warranty.

The Service integrates with third-party payment processors to authorize, capture, and settle payments to your Operator account. To accept payments through the Service you must enroll with the third-party payment processor we integrate with and accept that processor’s separate terms of service. Settlement timing, holds, reserves, chargeback handling, and underwriting decisions are made by the payment processor and the card networks, not by OrderUp.

You are responsible for your own compliance with the rules of the applicable card networks, the Payment Card Industry Data Security Standard (PCI DSS) to the extent it applies to your environment, and any laws that govern payments, refunds, surcharging, and consumer protection in your jurisdiction. OrderUp is not liable for processor or card-network decisions including settlement timing, chargebacks, holds, fines, or termination of processor accounts.

Some features of the Service are offered through the Pilot Program prior to general availability. Pilot features are pre-release: they may contain bugs, behave inconsistently, change without notice, or be removed. We do not provide a formal service-level agreement during the Pilot Program. We do commit to founder-led onboarding and direct communication with Pilot Operators about issues and roadmap.

Specific Pilot terms — including pricing, lock-in conditions, exit, and grandfathering rights — are documented per Operator in a signed Pilot Letter, which controls in case of conflict with these Terms with respect to that Operator’s Pilot. We may modify the Pilot Program with reasonable notice.

We use commercially reasonable efforts to keep the Service available and operational. The POS application is designed to continue functioning during short network outages and to reconcile with the Platform when connectivity is restored. We may perform scheduled and emergency maintenance, and we may modify, deprecate, or discontinue features over time. A formal uptime service-level commitment, if any, will be set forth in a separate written SLA we make available at or after general availability.

Each party may receive non-public information from the other (“Confidential Information”), including business plans, pricing, roadmap, customer lists, and technical or operational details. Each party will protect the other’s Confidential Information using the same degree of care it uses to protect its own confidential information of similar importance (and in no event less than a reasonable degree of care), and will use it only to perform under these Terms. These obligations do not apply to information that is or becomes publicly available without breach, was lawfully known before disclosure, is independently developed without use of the other party’s Confidential Information, or is lawfully obtained from a third party without confidentiality restriction. Either party may disclose Confidential Information if required by law, court order, or regulator, provided that (where permitted) it gives reasonable notice and assistance to allow the other party to seek a protective order.

You may cancel your Subscription at any time, effective at the end of the then-current billing period, from within the Service or by emailing hello@letsorderup.com. Except as required by law or expressly set forth in your order form, fees for the then-current term are non-refundable.

We may suspend or terminate your access to the Service, with or without notice, if (a) you materially breach these Terms or any signed order form or pilot letter and fail to cure within ten (10) days of written notice (or immediately, if the breach is not curable, involves fraud, illegal activity, abuse, payment failure after notice, or a threat to the Service or other users); (b) we are required to do so by law or by a payment processor, card network, or regulator; or (c) we cease to offer the Service generally.

On termination of your Subscription, your right to access the Service ends. We will make a reasonable export of your Operator Data available to you for sixty (60) days after termination if you request it during that period. After that window we may delete or de-identify Operator Data, subject to our legal and operational retention obligations described in our Privacy Policy. Sections of these Terms that by their nature should survive will survive termination, including provisions on intellectual property, confidentiality, fees due, disclaimers, limitation of liability, indemnification, dispute resolution, and miscellaneous.

The Service is provided “as is” and “as available” without warranties of any kind, whether express, implied, statutory, or otherwise.

To the maximum extent permitted by law, OrderUp disclaims all warranties, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising out of course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, secure, error-free, or free of viruses or harmful components, that defects will be corrected, or that the results obtained from use of the Service will meet your requirements. Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, our warranties are excluded only to the maximum extent permitted by law.

To the maximum extent permitted by law, OrderUp and its officers, directors, employees, and affiliates will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, or data, arising out of or related to these Terms or the Service, even if advised of the possibility of such damages.

Our aggregate liability arising out of or related to these Terms or the Service will not exceed the greater of (a) the fees you paid to OrderUp for the Service in the twelve (12) months preceding the event giving rise to the liability, or (b) one hundred US dollars (US$100).

The foregoing limitations apply to all causes of action in the aggregate, whether in contract, tort, strict liability, or otherwise, and form an essential basis of the bargain between the parties. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, our liability is limited to the maximum extent permitted by law.

You will defend, indemnify, and hold harmless OrderUp and its officers, directors, employees, contractors, and affiliates from and against any claims, losses, damages, fines, penalties, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your or your users’ use of the Service in violation of these Terms or applicable law; (b) your Operator Data, including content you upload and the customer data you collect; (c) any dispute between you and a Customer or other third party; (d) your violation of payment-network or processor rules; or (e) your violation of any law, regulation, or third-party right.

We will give you prompt notice of any claim, reasonable cooperation, and the right to control the defense and settlement, except that you may not settle a claim that imposes any obligation or liability on us without our prior written consent.

Please read this section carefully — it affects your legal rights, including your right to a jury trial and to participate in a class action.

Informal resolution. Before filing any formal claim, you agree to first contact us at hello@letsorderup.com with a written description of the dispute and the relief you are seeking, and to negotiate in good faith for at least sixty (60) days.

Binding arbitration.If we cannot resolve the dispute informally, you and OrderUp agree that all disputes, claims, or controversies arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and, where applicable, its Consumer Arbitration Rules. The arbitration will take place in Sheridan, Wyoming, or another mutually agreed location, and may be conducted by telephone or video. The arbitrator’s decision will be final and enforceable in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

Class-action waiver. You and OrderUp agree that each may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate or join claims of more than one person, and may not preside over any class or representative proceeding. If this class-action waiver is found unenforceable, then the entirety of this arbitration provision will be null and void with respect to the claim or claims to which the waiver is found unenforceable, and those claim(s) will proceed in court.

Carve-outs. Either party may bring a qualifying claim in small-claims court if it qualifies. Either party may seek injunctive or equitable relief in court to protect intellectual-property or confidentiality rights pending resolution of arbitration.

30-day opt-out. You may opt out of this arbitration agreement and the class-action waiver by sending written notice of your decision to opt out to hello@letsorderup.com within thirty (30) days after you first accept these Terms. Your notice must include your name, the business name, and a clear statement that you wish to opt out of the arbitration agreement. Opting out will not affect any other provision of these Terms.

Governing law. These Terms and any non-arbitration dispute are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles. To the extent any matter is not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming.

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice — for example, by email to the account contact on file, by an in-product notice, or by updating the “Last updated” date and posting the revised Terms with reasonable prominence — before the change takes effect. Your continued use of the Service after the effective date of the updated Terms means you accept them. If you do not agree with an update, your remedy is to stop using the Service and cancel your Subscription before the update takes effect.

Neither party will be liable for any failure or delay in performance (other than payment of fees) caused by events beyond its reasonable control, including acts of God, natural disasters, severe weather, pandemics, war, terrorism, civil unrest, labor disputes, governmental action, internet or telecommunications failures, or failures or restrictions affecting third-party service providers.

• Entire agreement. These Terms, together with the Privacy Policy and any signed order form, pilot letter, or separate written agreement between you and OrderUp, are the entire agreement between the parties on the subject matter and supersede all prior agreements and understandings.
• Severability.If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable and to reflect the parties’ original intent.
• No waiver. Failure to enforce any right or provision is not a waiver of that right or provision.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a financing, merger, acquisition, reorganization, or sale of assets. Any prohibited assignment is void.
• Independent contractors. The parties are independent contractors. No agency, partnership, joint venture, or employment relationship is created.
• No third-party beneficiaries. These Terms do not create any third-party-beneficiary rights.
• Notices. Notices to OrderUp must be sent to hello@letsorderup.com with a copy to LetsOrderUp, Inc., 30 N Gould St #6569, Sheridan, WY 82801. Notices to you may be sent to the account contact on file or by in-product notice.
• Electronic communications. You consent to receive communications from us in electronic form (email, in-product messaging). Electronic notices satisfy any legal requirement that such communications be in writing.
• Export & sanctions. You represent that you are not located in, and will not use the Service from, a country or region subject to US embargo, and that you are not on any US government list of restricted parties.
• Government users.The Service is a “commercial item” as defined under the Federal Acquisition Regulation; any use, duplication, or disclosure by a US government entity is subject solely to the terms of this agreement.

Questions about these Terms? Reach us at:

See also our Privacy Policy.