Terms of Use – Merchants

Terms of Use for Merchants

Updated: June 10, 2024

Welcome to our Terms of Use and thank you for choosing visuEats Imagery Solutions, Inc. (“visuEats”). We’re thrilled to collaborate with you to bring joy to our customers through visuEats. 

“visuEats,” “we,” “us,” and “our” mean visuEats Imagery Solutions Inc., a Florida corporation, and its subsidiary visuEats Limited, a Jamaica limited liability company. visuEats owns and operates visuKnock, and the related visuEats’ websites, mobile sites, platforms, and applications (collectively, “Sites”). These visuEats’ Terms of Use, Terms, or Conditions (collectively “Agreement”) constitute a legal agreement between you and visuEats.  

About visuEats

visuEats is an online marketplace connecting your customers with third-party service providers, including you, as well as independent contractors (“Knockers”) who will be offering your delivery services. Using visuEats, your customers can view your visual menu, schedule a reservation, place an order for pickup or delivery, and submit orders directly to your point-of-sale (POS) software  (collectively, “Services”).

visuEats offers these five packages for you to choose from to gain access to one or more of our Services:

  1. visuStart
  2. visuPlant
  3. visuBlossom
  4. visuBloom
  5. visuGrow

The details and offerings of each package (“Package”) is notated on our website at visuEats.com/subscribe. 

Part 1: Acceptance of this Agreement

This Agreement applies to your access or use of the Sites and Services made available by visuEats. The terms “Merchant”, “User” and “you” mean a Merchant who subscribed to any of the Packages.

BY SUBSCRIBING TO A PACKAGE INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT AND/OR BY ACCESSING THE SITES OR USING THE SERVICES OR BY CLICKING “ACCEPT” OR “AGREE” TO THIS AGREEMENT ON THE SUBSCRIPTION FORM, YOU AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT. YOU ALSO ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE AND NOT PROHIBITED BY LAW FROM ACCESSING OR USING THE SERVICES. YOU AGREE THAT YOU ARE AN EMPLOYEE, OFFICER OR AGENT OF THE MERCHANT AND ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF THE MERCHANT IDENTIFIED ON THE SUBSCRIPTION FORM. YOU HEREBY AGREE THAT YOU ENTER INTO THIS AGREEMENT ON BEHALF OF THE MERCHANT AND THAT YOU HAVE THE AUTHORITY TO BIND THE MERCHANT TO THIS AGREEMENT.

This Agreement is effective as of the date you subscribed to a Package and will continue until terminated in accordance with the Agreement.

You also agree that you will review this Agreement periodically because from time to time, visuEats may update or revise this Agreement including our Privacy Policy.  If at any time you do not agree with this Agreement, our Privacy Policy, or the updated Agreement, you must immediately stop using the Sites and Services. 

This Agreement governs the Merchant’s use and access to the Sites and Services. 

Please note: If the most recent subscription form that the Merchant submmited was prior to June 17, 2024, please reach out to us at visuRev@visuEats.com for a copy of this Agreement.

Part 2: Merchants

2.1 Registered Users

You must subscribe to one of the Packages to gain access to our Sites. Upon subscribing to one of our Packages, an account will be created (“Registered Users”) for you in order for you to access the Sites from the administration panel and to receive information about our Sites. Once you invite another user to the administration panel, they are now considered a Registered User and are now bound by the terms of this Agreement.

You affirm and guarantee that the details you furnish to visuEats about yourself during registration and consistently thereafter will be truthful, precise, current, and complete. Furthermore, you commit to promptly maintaining the accuracy and currency of this information continuously.

It’s prohibited to share your account details or grant access to our Sites to any third-party other than your designated employees. You and your team bear responsibility for all activities under your credentials as well as the team. Should you or your team suspect unauthorized access or compromise of the credentials, promptly notify visuEats at support@visuEats.com. You agree to hold sole responsibility for any losses incurred by you, your team, visuEats, Knockers or others (including fellow users) due to unauthorized account usage.

By using the Sites and Services, you grant visuEats permission to access, retain, and divulge your Merchant’s account information and any content provided by you and/or your team, if required to do so by law or if there is a genuine belief, that such access, retention, or disclosure is reasonably necessary for the benefit of visuEats, customers, other Merchants, and/or Knockers, to: (i) adhere to legal procedures; (ii) enforce the Agreement; (iii) address a claim that any user generated information breaches the rights of third parties; (iv) respond to your inquiries for our Services or (v) investigate or safeguard the rights, business interests, assets, or personal safety of visuEats, customers, other Merchants, Knockers, its users, and the general public. For further insights into our policies concerning the collection, usage, and disclosure of information, kindly refer to our Privacy Policy, accessible here.

2.2 Communication

When you utilize our Sites and Services, visuEats, customers and/or Knockers may contact you through email, phone calls, push notifications, or other electronic messages, adhering to our privacy policy. Merchant agrees to review and act upon as necessary all emails, notifications, messages, answer phone calls, etc. regarding the Merchant’s account and the Services.

2.3 Training

The Merchant agrees to:

  1. Notify all staff members of the relationship with visuEats
  2. Be available for training 
  3. Include all staff members on all the applicable training sessions 
  4. Train new hires 
  5. Use the Sites and Services in accordance with visuEats’ recommended best practices 

2.4 Technical Requirements

Accessing the Sites and using the Services require an internet connection via your computer or mobile device. You are responsible for all mobile carrier data or electronic message charges resulting from your use of the Services, including from any notifications provided by the Services. 

To utilize our text message-based services, you must have an active account with a carrier that offers electronic communications via mobile devices. To utilize our WhatsApp message-based services, you must have an active WhatsApp account.

visuEats cannot ensure that the Services will be compatible with all devices or supported by all mobile carriers. It may be necessary to enable JavaScript (or similar technologies) to use the Sites, and certain Services (such as making, modifying, or canceling reservations) may be inaccessible if JavaScript is disabled.

2.5 Termination

The Merchant may terminate this Agreement for any reason at any time. visuEats reserves the right to suspend or terminate your access to the Services and Sites, either partially or entirely, without prior notice or explanation. Either Party may terminate this Agreement immediately. This may happen if visuEats suspects you’ve breached any part of this Agreement (including any visuEats policies) or the Merchant ceases to do business, becomes insolvent, or seeks protection under any bankruptcy or comparable proceedings. Following such suspension or termination, you may or may not be allowed to continue using the Services or Sites or create a new account. You acknowledge that visuEats holds no responsibility for any consequences arising from the termination of this Agreement. You have the option to discontinue your use of the Services at any time. Please be aware that deleting your account will result in the deletion of any stored content, data, financial history, etc. for which visuEats assumes no liability whatsoever.

2.6 Relationship

Notwithstanding any provision herein to the contrary, the Merchant and visuEats are independent contractors with respect to its performance of its obligations hereunder. Nothing contained herein is deemed to create the relationship of partnership, principal, and agent, or joint venture between the Merchant and visuEats. Neither Party has any right or authority to incur obligations of any kind in the name of, or for the account of, the other Party nor to commit or bind the other Party to any contract or other obligation. Under no circumstances is either Party considered to be, nor will either Party hold itself out as, an employee, agent, franchisee, or joint venturer of the other Party.

2.7 Survival

All the rights and obligations in this Agreement which, by their nature, should (or by their express terms do) survive or extend beyond the termination or expiration of this Agreement, shall so survive and extend for a lifetime.

Part 3: Visual Menu

3.1 Merchant Content

visuEats grants you access to our Sites to upload your menu, categories, subcategories, items, images, videos, description, prices, modifiers, merchant logo, cover image, profile photo, hours of operations, publicly available phone numbers, emails, address, social media handles, branding elements, video, audio, promotional materials, reviews, feedback, and other content (collectively “Merchant Content”).

By submitting Merchant Content, you grant visuEats an enduring, royalty-free, irrevocable, and fully sublicensable right to utilize, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise utilize such Merchant Content worldwide in any media. Moreover, you relinquish any privacy or publicity rights, as well as moral or other rights you may have in the Merchant Content, in favor of visuEats.

Your Merchant Content must adhere to legal standards and refrain from being threatening, obscene, racist, defamatory, libelous, pornographic, infringing on intellectual property rights, promoting illegal activities or harm to individuals or groups, violating third-party privacy or publicity rights, spreading falsehoods or intentionally harming others, or being objectionable. Additionally, it should not include software, computer viruses, political campaigning, chain letters, mass mailings, spam, or mention illegal activities, malpractice, overcharging, false advertising, or health code violations. 

visuEats reserves the right but not obligated to monitor, remove, or alter Merchant Content at its discretion, especially if it breaches this Agreement. However, you acknowledge that visuEats may not regularly review all submitted Merchant Content.

visuEats takes no responsibility and assumes no liability for any Merchant Content submitted by you or any other User or third-party, nor do we guarantee any confidentiality with respect to Merchant Content.

2.2 Photography 

When photos of menu items are not available, visuEats automatically displays the Merchant’s logo to the customers or the Merchant may consent to visuEats to i) solicit a professional photographer to take photographs of the Merchant’s products at the Merchant’s expense; (ii) enhance the quality of Merchant’s existing images; (iii) use stock photos of the Merchant’s products; and/or (iv) use photos from the Merchant’s website or social media channels. 

By completing any of the above, you grant visuEats an enduring, royalty-free, irrevocable, and fully sublicensable right to utilize, modify, reproduce, adapt, translate, publish, create derivative works from, distribute, display, and otherwise utilize such Merchant Content worldwide in any media. Moreover, you relinquish any privacy or publicity rights, as well as moral or other rights you may have in the Merchant Content, in favor of visuEats.

2.3 Indemnity

You confirm and warrant that you have full ownership or control of all rights pertaining to any Merchant Content you provide. You guarantee that all Merchant Content you supply is precise and that its usage by visuEats, its Merchants, Knockers, Users, partners, and licensees will not contravene this Agreement, cause harm to any individual or entity, or infringe upon the rights of any third-party (including, but not limited to, intellectual property rights and rights of privacy or publicity). You consent to indemnify, defend, and release visuEats, its affiliates, partners, principals, shareholders, directors, officers, employees, agents, and successors and assigns (collectively referred to as the “visuEats Parties”) from any claims arising from (1) any Merchant Content you submit, (2) your use of the Services or Sites, or (3) any actual or alleged breach of this Agreement by you, at the request of visuEats.

2.4 Onboarding

To uphold a consistently exceptional standard of service for both you and your customers on visuEats, Merchant agrees to complete the following sections in the visuEats’ administration panel and:

    1. Menu Management: 
      1. Create and complete in its entirety the following:
        1. Menu: menu name and hours of operation
        2. Categories: category menu, name, description and cover image
        3. Subcategories (if applicable): subcategory category, name and cover image
        4. Menu Items: menu item category, subcategory, name, description, modifiers, prices, dietary restrictions, heat level, preparation time, image, and video
      2. Monitor the menu on the Sites
      3. Make updates via the administration panel to reflect the most up-to-date menu, pricing and other information
      4. Notify visuEats of any errors or changes in writing (email or WhatsApp)
    2. Restaurant Management: 
      1. Complete in its entirety the following:
        1. Restaurant Settings: cover image, logo, location details, about details, hours of operation
        2. Role Management: designate the specific roles for admin, host and wait staff. Once you invite another user to the administration panel, they are now considered a Registered User and are now bound by the terms of this Agreement.
      2. Monitor the information on the Sites
      3. Make updates via the administration panel to reflect the most up-to-date information
      4. Notify visuEats of any errors or changes in writing (email or WhatsApp)
      5. Continuously update the hours of operation to reflect holidays, unexpected closures, etc.
      6. Remain open for business on visuEats just as the Merchant’s in-store hours of operations
  • Payment Management:
    1. Enter and maintain the accurate bank details 

visuEats recognizes that the Merchant is solely responsible for setting the prices of its items. These prices may fluctuate due to various factors, including location, time of year, or competition from other Merchants.

Part 3: Reservations Services

visuEats facilitates the creation and management of reservations (“Reservation Services”) through our Sites through the visuBloom and higher packages for participating Merchants. visuEats provides Reservation Services to enable customers to make reservations. As such, Merchant agrees to:

  1. Update and maintain the reservation settings: 
    1. Ensure that all the required reservation settings are updated before enabling the reservation option 
    2. Keep accurate reservation settings to reflect the current schedule, public holidays, unexpected closures, seating availability, etc.
  2. Monitor and update the reservation bookings:
    1. Treat customers who scheduled reservation through visuEats as fairly as any other customer
    2. Review, accept and honor the reservation requests made through visuEats
    3. Train the appropriate staff adequately to ensure their understanding of the Reservation Services
    4. Change the status before and after each reservation appropriately
  3. Protect the customers’ information and privacy:
    1. Obtain the customer’s consent to receive marketing or promotional content before or after the reservation whether through email, phone, SMS or other electronic messaging
    2. Do not harass or dispute a review made by a customer
    3. Do share the customer’s information or reservation details with any other guest or third-party 

Part 4: Online Ordering 

visuEats facilitates the purchasing and management of orders (“Online Ordering Services”) through our Sites through the visuPlant and higher packages for participating Merchants. visuEats provides Online Ordering Services to enable customers to make a purchase request Online Ordering Services from participating Merchants. All Online Ordering Services are subject to the availability of the Merchant’ items, price, quantity, date, and time of the request (collectively “Order”). As such, Merchant agrees to:

  1. Accept and confirm Orders in a prompt and timely manner
  2. Prepare each Order for pickup or delivery at the designated time
  3. Process Orders in the order in which they are received
  4. Train staff on receiving and fulfilling Online Ordering Services
  5. Use standard business practices to prepare Orders 
  6. Provide the same utensils, napkins, bags, and other materials that Merchant typically would provide 
  7. Continuously review and confirm the transactions, fees and charges on Orders via the administration panel,
  8. Notify visuEats of any errors or changes in writing (email or WhatsApp)
  9. Distribute tips visuEats collects and passes from customers to Merchant in accordance with applicable law

4.1 Alcoholic Beverage Policy

The Merchant represents and warrants that it possesses and will maintain in good standing throughout the Term all necessary Alcohol Licenses required for the sale of Alcohol Products directly to customers. The Merchant further represents and warrants that it currently complies with, and will continue to comply with, all Alcohol Laws and is responsible for ensuring compliance with these laws in relation to its activities, including any sales or deliveries of Alcohol Products. The Merchant acknowledges and agrees that Orders will be fulfilled based on and under its legal rights granted by its Alcohol Licenses.

Part 5: POS Integration 

visuEats facilitates the integration of certain POS systems for its visuGrow or higher packages. Once the POS integration is enabled for a Merchant, the Sites and Services will interact with the Merchant’s menu data and the Merchant’s POS system. The Merchant agrees to collaborate with visuEats to complete the POS integration, including but not limited to the following:

  1. Permit required user-account access to the POS system 
  2. Designate a point of contact who understands the POS system
  3. Provide the contact details for the representative
  4. Enable the required exceptions including but not limited to:
    1. Remote access to the back of house system
    2. Run installer executables and/or third-party plugins
    3. Firewall 
    4. Other related security software
  5. Resolve all reported issues within 48 hours or less

In no event will visuEats have any liability for any POS or third-party plugins. visuEats and its licensors retain all intellectual property and other rights in the POS integration as well as the third-party plugins.

Part 6: visuEats responsibilities

visuEats agrees to:

  1. Display Merchant and the Merchant information including but not limited to the visual menu, Reservation Services and Online Ordering Services at each Merchant Location through the Sites; 
  2. Accept Orders for theMerchant through the Sites from customer
  3. Notify the Merchant  regarding a Reservation and Online Ordering Services requests
  4. Notify the customer  regarding the status of their Reservation and Online Ordering Services requests
  5. Make the applicable Order available to Knockers
  6. Pay the Merchant as set forth in Section 7 below

visuEats reserves the right to consider the impact of a Merchant’s behavior on both the customer experience and the visuEats brand when determining the Merchant’s visibility and availability on the Sites. This behavior includes, but is not limited to, the timeliness and accuracy of fulfilled orders, customer ratings and reviews, concerns regarding food quality or safety, excessive price inflation, and/or customer complaints about pricing.

Part 7: Payments, Fees, Taxes and Refunds

7.1 Payment Processing

The Merchant acknowledges that visuEats uses a payment gateway to collect amounts from customers and remit payment to the Merchant. To facilitate automatic deposits to the Merchant’s designated bank account the Merchant is required to:

  1. Open a National Commercial Bank (“NCB”) merchant account
  2. Maintain the merchant account with NCB during the term of this Agreement

visuEats reserves the right to change its payment gateway at any time during this Agreement and the Merchant will provide visuEats with any information required to set up an account with any such alternate payment gateway.

7.2 Fees

visuEats shall receive a subscription fee in exchange for visuEats listing the Merchant on the Sites. This subscription fee is based on the Package selected. The Merchant agrees to pay the subscription fees as set forth for the selected Package. 

visuEats will remit the costs of all Reservation and Online Ordering Services fulfilled by the Merchant to the Merchant’s designated bank account notated in the Payment Management section in the administration panel. The payment will be remitted to the Merchant’s bank account before 4pm on the weekday the transaction was processed or on the next business day for transactions processed after 4pm or on the weekend. The amounts remitted will include:

  1. The sub total of all transactions
  2. The taxes collected on all transactions based on the designated tax rate the Merchant notated in the administration panel
  3. The service charges collected on all transactions based on the designated service charge rate the Merchant notated in the administration panel 
  4. The tips collected on all transactions

The Merchant agrees visuEats will charge the customer fees, including but not limited to delivery fees, service fees, etc. where applicable in visuEats’ sole discretion. visuEats will charge the customers a service fee on all transactions processed through the Sites including Reservation and Online Ordering Services. visuEats will charge the customers service and delivery fees on all delivery Orders.

Except as explicitly stated in this Agreement, each Party is responsible for its own costs. The Merchant agrees to notify visuEats of any dispute, disagreement, or issue with a transaction, fee, reservation, or order, including those related to fraudulent transactions or payments, within fourteen (14) days of the relevant transaction, fee, reservation, or order.

7.3 Taxes

The Merchant is responsible for all taxes, duties, and other governmental charges related to all transactions under this Agreement, and for remitting these amounts to the appropriate authorities. When visuEats remits the costs for all transactions to the Merchant’s bank account, NCB automatically withhold taxes on each deposit made to the Merchant’s bank account. As such it is recommended that the Merchant designate the tax rate via the administration panel so that visuEats shall charge and collect from customers the applicable value added, goods and services, or similar taxes on all transactions on the Sites to cover the taxes that NCB charges the Merchant. 

visuEats will not be held responsible for the collection and remittance of any value added, goods and services, sales, use, or similar tax related to the transactions, if the Merchant fails to maintain a tax rate in the administration panel.

7.4 Refunds

visuEats may, at its sole reasonable discretion, issue a re-order, credit, partial refund, or full refund to a customer who submits a complaint about a transaction to visuEats. In the case of a re-order, the Merchant shall prepare the food to the same specifications as the original Order and bear the full cost of the re-order, credit, or refund if the complaint was caused by the Merchant, including missing or incorrect Orders. visuEats will be responsible for any refund, credit, or re-order required due to issues related to the delivery of Orders or Knockers.

The Merchant does not have the capability to process a refund to a customer via the Sites. All refunds are processed only by visuEats through the Sites. 

7.5 Miscellaneous Fee

The delivery fee for a customer order canceled after a Knocker has been dispatched is non-refundable. If an order requires redelivery due to the Merchant’s error, such as providing an incorrect or incomplete order to the Knocker, additional delivery fees will apply. However, unless visuEats reasonably suspects fraud, the Merchant will not be charged for chargebacks.

7.6 Support

The Merchant will have access to a designated Merchant experience executive to address all support requests if any issues, questions, or concerns relating to Services arise.

Part 8: Licenses and Restrictions

8.1 Use of our Sites and Services

During the Term, visuEats grants the Merchant a non-exclusive, royalty-free, non-assignable, non-transferable, non-sublicensable, revocable, limited, and fully paid-up license to use the visuEats Sites and Services solely for transmitting information to view a visual menu, schedule reservations, facilitate pickups or deliveries and/or integrate with the Merchant’s POS in accordance with the terms of this Agreement. visuEats retains full ownership and all rights, title, and interest in visuEats’ intellectual property.

8.2 Restrictions

The Merchant agrees not to use the Services or Sites for any unlawful purpose or in any manner that could harm, damage, or disparage any other party.  visuEats at its sole discretion reserves the right to refuse service, terminate your subscription, alter, delete, cancel the Services, or limit access to the Services with or without notice.

You agree not to do or attempt to:

  1. Sell, license, rent, resell, lease, assign (except as permitted herein), transfer, or otherwise commercially exploit the Sites and Services
  2. Access, collect, store, retain, transfer, use, disclose, or otherwise process in any manner visuEats data, except as required to perform under this Agreement
  3. Partake in behavior that includes threats, harassment, abuse, slander, defamation, or any other activities that violate the legal rights, including private and public rights, of others.
  4. Impersonate another person or fabricate your identity or provide any misleading information when utilizing our Services including but not limited to leaving reviews and feedback through our Sites.
  5. Disseminate information publicly regarding the performance, access or use of the Sites or Services for competitive analysis or benchmarking purposes.
  6. Enclose or frame any visuEats trademark or any part of the Services or Sites within any other website or service for any purposes without obtaining our explicit written permission.
  7. Use the Services or Sites in a way that violates any federal, state, or local laws, regulations, or the rights of any third-party. Acquire, share, process, or otherwise handle personal data of any party in a manner inconsistent with laws or frameworks governing personal data or the terms specified in this Agreement.
  8. Send or upload any content containing viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or damaging software programs or interfere with or disrupt the Services or Sites, networks or servers connected to the Services or Sites or violate the regulations, policies or procedures of such networks or servers.
  9. Employ any robot, spider, scraper, or other automated mechanisms to access or scrape the Service, unless it’s conducted by legitimate search engines periodically indexing the Service as part of their general process of indexing internet sites and services.
  10. Replicate, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the Services or Sites, the use, access to, or content acquired through the Services or Sites for any purpose other than your personal, noncommercial use.
  11. Reverse engineer, decompile, disassemble, or otherwise attempt to access the source code or non-public APIs of the Services or Sites, unless expressly allowed by applicable law and even then, only after giving advance notice to visuEats.

8.3 Intellectual Property Rights and Ownership

The visual interfaces, graphics, videos, data, text, design, compilation, information, computer code, products, software (including any downloadable software), services, and all other aspects of the Service and Sites (“visuEats Content“) are safeguarded by both United States and international regulations pertaining to copyright, trade dress, patent, trademark, and other pertinent intellectual property and proprietary rights. All visuEats Content is the copyrighted property of visuEats, its subsidiaries or affiliated companies and/or licensors. The visuEats Content may be modified from time to time by visuEats in its sole discretion. Except as expressly set forth herein, no license is granted to any User for any other purpose, and any other use of the Services, Sites or visuEats Content by the User shall constitute a material breach of this Agreement. visuEats and its partners or licensors retain all rights in the Services, the Sites and visuEats Content and any associated patents, trademarks, copyrights, mask work rights, trade secrets, or other intellectual property rights. No license, right, or interest in any trademarks of visuEats or any third-party is granted under this Agreement.

8.4 Security

It takes both of us to protect the Merchant’s and visuEats’ data. visuEats has implemented and will maintain administrative, physical, and technical safeguards designed to: 

  1. Protect against anticipated threats or hazards to the security of Merchant’s Confidential Information, and 
  2. Protect against unauthorized access to or use of Confidential Information that could materially harm the Merchant.

Our technical safeguards include firewalls, virus and intrusion detection, and authentication protocols. In order to continually improve our safeguards, visuEats reserves the right to make changes to the physical and technical safeguards, policies, and data security programs at any time, provided visuEats will at all times maintain commercially reasonable database security procedures and standards. 

The Merchant and visuEats acknowledge that the Sites and Services may include sending emails and publishing web pages over the public Internet using SMTP or HTTP protocols, and that these standard protocols do not support many enhanced data security protections. 

Due to the inherent risks associated with operating information technology systems, visuEats recommends, and the Merchant acknowledges, that the Merchant shall maintain its own cyber liability insurance as well as adequate insurance coverage to cover lost revenue, lost profits and/or loss of data. As such, visuEats will not be liable for any such losses. Merchant shall not: 

  1. Send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs in, to or from the Sites 
  2. Interfere with or disrupt the integrity or performance of the Sites or Services, or the data contained therein
  3. Use the Sites and/or Services in a manner inconsistent with applicable documentation; or 
  4. Attempt to gain unauthorized access to the Sites and/or Services or related systems or networks. 

8.5 Exclusions

The following is expressly excluded from the terms of this Agreement:

  1. Provision or support of software other than the Sites and/or Services (e.g., operating systems, office productivity software)
  2. Provision, installation or support of the Merchant’s hardware equipment 
  3. Repair of the other third-party software 

visuEats has no obligation to perform support services and furthermore reserves the right to charge additional support fees at its then standard rates for services performed in connection with reported incidents that are later determined to have been due to: 

  1. Hardware, software or services not supplied by visuEats, and/or 
  2. Not following recommendations from visuEats 

If visuEats has been engaged by the Merchant to install, maintain or upgrade a third-party program, the Merchant acknowledges that visuEats is not the author, developer or seller of such program, but instead has been retained by the Merchant solely to install, maintain or upgrade such program in the Merchant’s current computing environment based upon the representations of the the Merchant. As such, the Merchant agrees that visuEats shall not be liable for any defects, flaws, programming errors, inefficiencies or malfunctions in any such third-party program, or for any non-performance of the third-party program.

Part 9: General Terms 

9.1 Modification of Services

visuEats maintains the sole discretion to periodically adjust the Services and Sites without notice. This encompasses, but is not restricted to, adding, and removing customers, Merchants and/or Knockers, the deletion, addition, or modification of Services or Sites that might impact its overall functionality. visuEats assumes no liability for these adjustments. If you object to any changes, your sole recourse is to cease using the Services. Continued use of the Services after any adjustments implies your acceptance of the changes and satisfaction with all aspects of the Services.

9.2 Third-Party Websites, Applications and Content

The Services and Sites may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications” and, collectively with Third-Party Websites, “Third-Party Content”). Clicking on a link to Third-Party Content won’t trigger a warning indicating that you’ve left the Sites and are now subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Content are not under the control of visuEats, and visuEats is not responsible for such content. visuEats provides Third-Party Content only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Content. You use all Third-Party Content at your own risk. Before engaging in any transactions with third parties, it’s essential to review the relevant terms and policies, including privacy practices and data collection procedures, of any Third-Party Websites or Third-Party Applications. Conduct any investigations you deem necessary or suitable before proceeding with any transactions.

9.3 Artificial Intelligence

Some features and tools within our Services utilize artificial intelligence (“AI“), including generative AI, to enrich your user experience. visuEats may collaborate with third-party entities or employ third-party large language models to develop and provide these services. We analyze the data you input and any resulting data to deliver our Services, enhance our products, ensure quality, troubleshoot issues, and for other purposes outlined in these Terms and our Privacy Policy.

When engaging with third-party entities, we prohibit them from training their own models using personal or sensitive data provided to us, except in exceptional circumstances, where such scenarios undergo a thorough internal review and approval process. All content generated by these AI tools is offered on an “as-is” and “as-available” basis. visuEats does not guarantee the relevance, accuracy, or completeness of such content and disclaims liability for any damages or losses arising from your use of or reliance on such content.

9.4 Liability Limitations

Under no circumstances will visuEats and its affiliates be held liable to any party for any consequential, special, incidental, punitive, exemplary, or indirect damages or for lost profits, lost revenues, harm to goodwill, or the costs of procuring replacement services, regardless of whether such damages were foreseeable. This limitation will apply to all claims under all theories of law and equity, except where prohibited by Law.

Except in the event of a the Merchant or visuEats gross negligence or willful misconduct, or payment obligations, and where prohibited by Law or a Party’s indemnification obligations in this Agreement, the total liability of either Party to the other will not exceed $5,000.00 USD. The total liability of either Party to the other for any exclusion will not exceed $5000.00 USD. 

For Merchants operating a franchise or similar structure, this limitation of liability applies to all Merchant Locations and all franchisees cumulatively and not individually.

9.5 Warranty

The Services, Sites, visuEats Content, Third-Party Content, and any other software, services, or applications provided in connection with the Services, are offered on an “as is,” “as available,” “with all faults” basis without any representations or warranties, whether express, implied, or statutory, including, but not limited to, regarding correctness, accuracy, reliability, or otherwise. visuEats hereby disclaims all warranties to the fullest extent permitted by applicable law, including any warranties of merchantability, fitness for a particular purpose, non-infringement, or arising from a course of dealing, in relation to the Services.

9.6 Dispute Resolution

  1. Arbitration: Any dispute ineligible for small claims court resolution will undergo binding and confidential arbitration, conducted in English, within Miami, FL. An arbitrator appointed by the American Arbitration Association (“AAA”), possessing significant experience in commercial contract dispute resolution, will preside over the process. This arbitration will adhere to the AAA’s Commercial Arbitration Rules (the “Rules”).
    1. Upon acceptance of these terms, you forfeit your constitutional and statutory rights to pursue legal action in court and undergo a trial before a judge or jury for any disputes arising from these terms, except for those suitable for resolution in small claims court. Instead, your rights will be determined by a neutral arbitrator, rather than a judge or jury. While you are assured of a fair hearing, arbitration procedures are simpler and more limited compared to court proceedings. Arbitrator decisions are as enforceable as court orders and undergo minimal review by a court.
    2. Claims brought by either party must be presented in their individual capacity and not as a plaintiff or member of a class in any purported class or representative proceeding. The arbitrator is prohibited from consolidating multiple claims, overseeing any form of a representative or class proceeding, or providing relief on a class-wide basis.
    3. You have the right to opt out of the provisions of this Section 9.6.1 (for purposes of this Section only, the “Arbitration Agreement”) requiring and governing arbitration by sending written notice of your decision to opt out to the following addresses: via email to info@visuEats.com within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your account username (if any), the email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you.
    4. Each party will bear their own costs associated with the arbitration proceedings. The arbitration ruling will be final and binding on both parties, and there will be no chance for appeal or review except as permitted by the laws of the State of Florida or United States federal law. 
    5. Despite the aforementioned, (1) either party maintains the right to initiate an individual action in small claims court, and (2) claims pertaining to (A) defamation, (B) violation of the Computer Fraud and Abuse Act, or (C) infringement or misappropriation of the other party’s intellectual property rights, may be exclusively brought before the state or federal courts situated in Miami-Dade County, Florida. Both parties consent to the exclusive personal jurisdiction of these courts for such matters. The pursuit of equitable relief will not be construed as a waiver of the right to arbitration.
  2. Enforceability: Except for Section 9.6.1.a, if any part of Section 9.6.1 is deemed to be invalid or unenforceable for any reason then the balance of Section 9.6.1 will remain in effect. If, however, Section 9.6.1.a is found to be invalid or unenforceable for any reason, or we receive a valid opt-out notice from you pursuant to Section 9.6.1.c, then Section 9.6.1 will be null and void, neither party will be entitled to arbitration, and any claims relating to the Terms or Services will be exclusively brought in a state or federal court located in Miami-Dade County, Florida.
  3. Governing Law: For all intents and purposes, these Terms will be governed and construed in accordance with the laws of the State of Florida, without applying its conflicts of laws provisions that would mandate a different outcome.

9.7 Entire Agreement

This Agreement represents the entire agreement between visuEats and the Merchant with respect to the subject matter hereof, and supersedes all prior agreements with respect to the subject matter hereof.

9.8 Confidentiality 

Definitions: “Confidential Information” means:

  1. All information disclosed by one of us (“Owner”) to the other (“Recipient”) electronically, visually, orally or in a tangible form which is either
    1. Marked as “confidential” (or with a similar legend)
    2. Is identifies at the time of disclosure as being confidential or
    3. Should be reasonably understood to be confidential or proprietary
  2. The terms and/or existence of this Agreement and the relationship between the parties, our architecture, software, data and technology that comprise the subscription form, Sites and Services and any proposals or other documents that preceded this Agreement 
  3. Ingredients of menu items and
  4. Banking information

Recipient shall not obtain any rights, title or interest in any Confidential Information of Owner. Information generally known to the public, independently developed by Recipient without access to Confidential Information, in the possession of Recipient without an obligation of confidentiality, or information required to be disclosed by court order or applicable law after Owner has been notified shall not be considered Confidential Information if Recipient can provide sufficient evidence of the foregoing.

Treatment of Confidential Information. Recipient may only:

  1. Use Owner’s Confidential Information to carry out the purposes of this Agreement; and
  2. Disclose Owner’s Confidential Information to those third parties operating under non-disclosure provisions no less restrictive than those set forth in this Agreement and who have a justified business “need to know”.

Recipient is responsible for any mistreatment of Confidential Information by such third parties. The Recipient must protect Owner’s Confidential Information using the same degree of care it uses to protect its own confidential and proprietary information, but in any case, not less than reasonable care, and protect such information in accordance with applicable laws. Upon termination of this Agreement, Recipient must return or destroy all Owner Confidential Information in its possession or control, if feasible. If not destroyed, Recipient will continue to protect such information as required above.

9.9 Non-Solicitation of Employees

During the term of this Agreement and for a two-year period thereafter, the Merchant shall not directly or indirectly, solicit or accept for employment or for engagement as an independent contractor, or encourage to leave their employment or engagement, any employee or independent contractor of visuEats. In the event that the Merchant breaches this provision resulting in visuEats losing the services of an employee or independent contractor, the Merchant shall pay to visuEats an amount equal to 100% of the most recent annual rate of compensation of the employee or independent contractor, payable upon the date of employment and/or engagement.

9.10 Insurance

The Merchant will maintain at its sole cost and expense:

  1. Worker’s compensation and employers’ liability insurance with limits no less than the minimum amount required by applicable law for each accident, including but not limited to occupational disease coverage
  2. Commercial general liability insurance, including but not limited to product liability
  3. Cybersecurity insurance 

Contacting Us

If you have any questions or concerns about these Terms of Use, please contact us at info@visuEats.com. We will attempt to respond to your questions or concerns promptly after we receive them.