Terms of Service

These Terms of Service (the "Terms") are a legally binding agreement between you and VenueRun ("VenueRun", "we", "us" or "our"). They govern your use of venuerun.com, the VenueRun dashboard, merchant and venue storefronts, the VenueRun App Clip, our APIs, NFC tags and QR codes, and any related services (together, the "Services").

By creating an account, placing an order, or otherwise using the Services, you agree to these Terms, our Privacy Policy, our Acceptable Use Policy and our Prohibited Businesses list, which are part of these Terms. If you are using the Services on behalf of a business, you agree on its behalf and confirm you have authority to do so. If you do not agree, do not use the Services.

Section 15 contains a binding arbitration agreement and a class action waiver that affect how disputes are resolved. Please read it carefully.

1. The Services

VenueRun is software that lets businesses take orders. Businesses that sell through VenueRun ("Merchants") publish menus and products and accept table, tag, pickup and self-checkout orders. Businesses that host several Merchants, such as stadiums, food halls and event spaces ("Venues"), publish a page that lists them. People who browse and order are "Customers".

VenueRun is not the seller. When a Customer places an order, the contract for that order is between the Customer and the Merchant. The Merchant is solely responsible for its products and their descriptions, prices, taxes, allergens and other disclosures, preparation, fulfillment, quality, safety, refunds and customer service. VenueRun does not prepare, sell, deliver or inspect any product.

2. Accounts

• You must be at least 18 years old and able to form a binding contract to create a Merchant or Venue account. Customers must be at least 13 years old, and Customers under the age of majority may use the Services only with the involvement of a parent or guardian.
• Give us accurate information and keep it current.
• Keep your password, sign-in codes and API keys confidential. You are responsible for everything done through your account and your keys, including by team members you invite. Tell us promptly at the address in Contact if you suspect unauthorized use.
• A workspace owner controls the workspace, its members and their roles, and may remove members at any time.

3. Customer terms

If you order through the Services:

• Your order is placed with the Merchant shown on the storefront, and the Merchant may accept, delay or decline it.
• Prices, taxes, fees, availability, menus and hours are set by the Merchant and may change. The total shown at checkout, including any tip you add, is the amount you authorize.
• Payments are processed by Stripe on the Merchant's behalf, and the charge may appear on your statement under the Merchant's name.
• Refunds, cancellations and problems with an order are handled by the Merchant. Contact the Merchant first; if you cannot reach them, contact us and we will try to help.
• Some products are age-restricted, such as alcohol. The Merchant may ask for identification and may refuse to hand over an order.
• Allergen and dietary information comes from the Merchant. If you have an allergy, confirm with the Merchant before eating.

4. Merchant and Venue terms

If you use the Services as a Merchant or Venue, you agree that:

• You are responsible for everything you publish and sell, and for complying with all laws that apply to your business, including food safety, licensing, alcohol, age verification, consumer protection, accessibility, labeling, privacy and tax laws.
• You will honor the orders you accept, at the prices shown, and handle refunds and customer complaints.
• You will not operate a business on our Prohibited Businesses list.
• You are responsible for collecting and remitting any sales, use, value-added or similar taxes on your sales, and for the tax settings you configure. VenueRun calculates taxes only according to your settings and does not give tax advice.
• You will use Customer information only to fulfill orders, provide customer service, and as the law and your own privacy notice permit, and you will honor Customers' marketing opt-outs.
• You are responsible for the systems you connect to the Services through webhooks, API keys and functions, and for the data the Services send to them at your direction.
• Test mode (sandbox) is for testing only. Test orders are not real orders and move no money.

5. Payments

• Merchants accept card and wallet payments by connecting their own Stripe account. By connecting, you agree to the Stripe Services Agreement, including the Stripe Connected Account Agreement, and you authorize VenueRun to share information with Stripe and to direct Stripe to make charges, refunds and fee collections on your account as the Services require.
• Stripe, not VenueRun, holds and settles funds. Payouts, holds, reserves, disputes and chargebacks are governed by your agreement with Stripe. You are responsible for disputes and chargebacks on your sales, and for Stripe's processing fees.
• A Merchant must have a connected payment account to take card orders. VenueRun may stop showing ordering on a storefront if payments are not set up, if Stripe restricts the account, or as permitted under these Terms.

6. Fees

• Using the Services to publish a storefront is free unless you have agreed to a paid plan. VenueRun charges Merchants a platform fee on each paid order, in the amount shown on our pricing page or in a separate written agreement with you. The platform fee is currently $0.99 per order.
• The platform fee is collected through Stripe from each order's payment, in addition to Stripe's own processing fees. Unless we agree otherwise in writing, platform fees are not refunded when you refund an order.
• Paid plans, if you choose one, are billed in advance for each billing period, renew automatically until canceled, and may be canceled at any time, effective at the end of the current period. Fees are non-refundable except where the law requires otherwise.
• We may change our fees with at least 30 days' notice. Changes apply from your next order or billing period after the notice period ends.
• Fees do not include taxes, which you are responsible for, other than taxes on VenueRun's own income.

7. Tags, QR codes and the App Clip

• NFC tags, QR codes and App Clip Codes link to your storefront at venuerun.com/<handle>. A handle is assigned to you for as long as your account is active and in good standing; we may reclaim a handle that is inactive, misleading, infringes someone's rights or is needed by the Services.
• Physical tags you buy or print are yours, but the links on them point to the Services. If your account closes, those links will stop working for your storefront.
• The App Clip is provided through Apple. Apple is not a party to these Terms and is not responsible for the App Clip or its support. Your use of the App Clip must also comply with Apple's terms of service. Apple and its subsidiaries are third-party beneficiaries of these Terms with respect to the App Clip and may enforce them against you.

8. Your content

• "Your Content" means the menus, products, images, logos, text and other material you upload or publish through the Services, and the order and customer data of your business.
• You keep ownership of Your Content. You grant VenueRun a worldwide, non-exclusive, royalty-free license to host, store, copy, display, adapt (for example, resizing images) and distribute Your Content only to operate, provide, secure and improve the Services, and to show your storefront and products to Customers. If you allow it, we may also show your business name and logo as a VenueRun customer.
• You confirm you have the rights needed to give this license, and that Your Content does not infringe anyone's rights or break any law.
• We may remove content that violates these Terms or that we are required to remove by law.

9. AI features

Some features use artificial intelligence, such as extracting products from a photo of a menu. AI output can be wrong or incomplete. Review it before you publish it — you are responsible for what you publish, including prices, descriptions and allergen information. You may not use AI features to create content that breaks these Terms.

10. Acceptable use and API

You must follow our Acceptable Use Policy. If you use our APIs, webhooks or SDKs, you must also follow our documentation and any rate limits, keep your API keys secret, and not use the APIs to build a product that competes with the Services by copying them.

11. Our intellectual property

The Services, including their software, design, text, graphics and the VenueRun name and logo, are owned by VenueRun and its licensors and are protected by intellectual property laws. Subject to these Terms, we give you a limited, non-exclusive, non-transferable, revocable right to use the Services for their intended purpose. You may not copy, modify, distribute, sell, reverse engineer or create derivative works of the Services except as the law expressly allows.

If you send us feedback or suggestions, we may use them without any obligation to you.

12. Third-party services

The Services work with third-party services such as Stripe, Apple, Google and the systems you connect. Your use of those services is governed by their own terms, and we are not responsible for them.

13. Suspension and termination

• You may stop using the Services at any time. Merchants and Venues can delete their workspace under Settings → Danger.
• We may suspend or terminate your access, remove your storefront, or disable ordering if you breach these Terms, if your use creates risk or possible legal exposure for us, Customers or others, if a payment provider requires it, or if we stop offering the Services. Where reasonable, we will tell you first and give you an opportunity to fix the problem.
• When your account ends, your right to use the Services ends. Sections that by their nature should survive — including fees owed, ownership, disclaimers, limitations of liability, indemnification and dispute resolution — survive.

14. Disclaimers, liability and indemnity

Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, VENUERUN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, AND WE MAKE NO WARRANTY ABOUT ANY PRODUCT SOLD BY A MERCHANT.

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, VENUERUN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA OR GOODWILL, ARISING FROM OR RELATED TO THE SERVICES, EVEN IF WE HAVE BEEN TOLD THEY ARE POSSIBLE.

OUR TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES IS LIMITED TO THE GREATER OF (A) THE FEES YOU PAID TO VENUERUN IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow certain warranty exclusions or liability limits, so some of the above may not apply to you. Nothing in these Terms limits liability that cannot be limited by law.

Indemnification

If you are a Merchant or Venue, you will defend, indemnify and hold harmless VenueRun and its officers, employees and agents from any claims, losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising from your products and orders, Your Content, your business, your breach of these Terms, or your violation of any law or anyone's rights.

15. Disputes and arbitration

Informal resolution

Before starting a formal proceeding, you agree to contact us at the address in Contact and try to resolve the dispute informally for at least 30 days.

Binding arbitration

If we cannot resolve a dispute informally, any dispute arising from or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where they apply, its Consumer Arbitration Rules. The arbitration may be held by video, by phone, on written submissions or in person in Rock County, Wisconsin. Judgment on the award may be entered in any court with jurisdiction.

YOU AND VENUERUN EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION OR REPRESENTATIVE PROCEEDING. Disputes may be brought only on an individual basis.

Exceptions

Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to protect its intellectual property or to stop unauthorized use of the Services.

Opting out

You may opt out of this arbitration agreement by emailing us within 30 days after you first accept these Terms, with your name and a statement that you opt out.

If this arbitration agreement does not apply or is found unenforceable, disputes will be resolved exclusively in the state and federal courts located in Rock County, Wisconsin, and you and VenueRun consent to their jurisdiction.

16. Governing law

These Terms are governed by the laws of the State of Wisconsin and applicable U.S. federal law, without regard to conflict-of-laws rules. The Federal Arbitration Act governs Section 15.

17. Changes to these Terms

We may change these Terms from time to time. When we do, we will update the "Last updated" date above. If a change is material, we will give you notice in the Services or by email at least 30 days before it takes effect, unless the change is required by law. Continuing to use the Services after a change takes effect means you accept it.

18. General

• Entire agreement. These Terms, together with the policies they reference and any order form or written agreement you sign with us, are the entire agreement between you and VenueRun about the Services. If a signed agreement conflicts with these Terms, the signed agreement controls.
• Assignment. You may not transfer these Terms without our consent. We may transfer them in connection with a merger, acquisition or sale of assets.
• Severability and waiver. If any part of these Terms is unenforceable, the rest stays in effect. Not enforcing a provision is not a waiver of it.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, such as outages of internet, hosting or payment providers.
• Electronic communications. You agree to receive communications from us electronically and that they satisfy any legal requirement that a communication be in writing.
• Export and sanctions. You may not use the Services if you are located in a sanctioned country or are on a U.S. government restricted-party list.
• Relationship. You and VenueRun are independent contractors. These Terms do not create any partnership, joint venture, employment or agency relationship.

19. Contact

Questions about these Terms can be sent to venuerun@gmail.com.