Terms of Service

1. Acceptance of Terms

By accessing or using DeliCodes (“Service”), operated by Openkan LLC (“Company,” “we,” “us,” or “our”), you agree to be bound by these Terms of Service (“Terms”). If you disagree with any part of these terms, you may not access the Service. These Terms apply to all visitors, users, and others who access or use the Service.

2. Description of Service

DeliCodes provides a digital menu creation platform that allows restaurants to:

• Create and manage digital menus with QR code generation
• Access AI-powered nutritional analysis for menu items
• Potential marketing exposure through our mobile app platform (at our discretion)
• Generate printable table cards and marketing materials
• Manage multiple restaurant profiles and menu variations

2.1 Cross-Platform Restaurant Discovery

3. User Accounts and Registration

To access certain features of the Service, you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain the security of your password and account
• Notify us immediately of any unauthorized use of your account
• Accept responsibility for all activities under your account

4. Early Access Program

We may offer promotional access to Pro features for qualifying early users, subject to our sole discretion and availability. Any promotional access:

• Is subject to our standard terms and pricing policies
• May be modified, suspended, or terminated at any time without notice
• Does not guarantee continued access at promotional rates
• Is non-transferable and subject to account verification
• May be revoked for Terms violations or business reasons

We reserve the right to modify, discontinue, or limit any promotional programs without liability or compensation to users.

5. Payment Terms and Billing

For paid subscriptions:

• Fees are charged in advance on a monthly or annual basis
• All fees are non-refundable except as required by law
• We may change prices at any time with 30 days advance notice
• Continued use after price changes constitutes acceptance
• Failure to pay may result in immediate service suspension or termination
• We may charge fees for account reactivation, late payments, data export, technical support, and other services
• You are responsible for all taxes, fees, and charges associated with your use of the Service
• California residents have additional refund rights under state law (subject to our policies and verification requirements)

5.1 Business Flexibility

We reserve the right to:

• Modify our pricing structure, including introducing new fee categories
• Implement usage-based pricing for high-volume accounts
• Offer different pricing for different geographic markets
• Discontinue promotional pricing at any time with notice
• Require payment method updates and charge for failed payments

6. User Obligations and Prohibited Uses

You agree not to:

• Use the Service for any unlawful purpose or illegal activity
• Upload content that infringes intellectual property rights
• Transmit viruses, malware, or other harmful code
• Attempt to gain unauthorized access to our systems
• Use the Service to compete with or replicate our business
• Share account credentials with unauthorized parties
• Upload false, misleading, or harmful menu information

7. Content and Intellectual Property

You retain ownership of content you upload. By using our Service, you grant us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to:

• Use, reproduce, modify, adapt, publish, translate, and distribute your content
• Display your content through our platform and any future associated services
• Include your restaurant profile in our mobile app directory and consumer platforms
• Share your restaurant information across our product ecosystem for discovery purposes
• Use your menu data in search indexes, recommendation algorithms, and machine learning models
• Process your content through AI systems for nutritional analysis, content generation, and improvements
• Integrate your business information into mapping, location-based, and third-party services
• Create derivative works based on your content for service enhancement
• Use your content for marketing, promotional, and demonstration purposes
• Use aggregated, anonymized data for service improvements, research, and analytics
• Sublicense any of the above rights to third-party partners and service providers

Our platform, software, algorithms, and all related intellectual property remain our exclusive property. You agree not to reverse engineer, decompile, or attempt to derive our proprietary methods.

7.1 Cross-Platform Data Usage Rights

7.2 AI-Generated Content

Content generated by our AI systems (nutritional information, descriptions, suggestions) is provided as-is. While we strive for accuracy, you are responsible for:

• Verifying all AI-generated nutritional information
• Ensuring compliance with local food labeling requirements
• Reviewing and approving all AI suggestions before publication
• Understanding that AI-generated content may not be 100% accurate

8. Privacy and Data Protection

Your privacy is important to us. Our collection and use of personal information is governed by ourPrivacy Policy, which complies with the California Consumer Privacy Act (CCPA) and other applicable laws.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY CALIFORNIA LAW:

• THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND
• WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED
• OUR LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM
• WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
• SOME STATES DO NOT ALLOW LIMITATION OF IMPLIED WARRANTIES, SO LIMITATIONS MAY NOT APPLY

9.1 Exceptions to Liability Limitations

The above limitations do not apply to:

• Death or personal injury caused by our gross negligence
• Fraud or fraudulent misrepresentation
• Willful misconduct or criminal acts
• Data breaches resulting from our failure to implement reasonable security measures
• Violations of consumer protection laws where limitations are prohibited
• Claims for service interruptions or availability issues

10. Indemnification

You agree to indemnify, defend, and hold harmless DeliCodes, Openkan LLC, and our affiliates, officers, directors, employees, agents, and partners from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Your use or misuse of the Service
• Your violation of these Terms or any applicable law
• Your content, restaurant information, or any materials you submit
• Your violation of any rights of another party, including intellectual property rights
• Any disputes between you and your customers or third parties
• Your business operations or restaurant activities
• Any false, inaccurate, or misleading information you provide
• Your failure to comply with applicable food safety, health, or business regulations
• Any data breaches or security incidents related to your account or restaurant

This indemnification obligation will survive termination of your account and these Terms.

11. Service Modifications and Termination

We reserve the right to, at our sole discretion:

• Modify, suspend, or discontinue any part of the Service at any time with or without notice
• Terminate or suspend accounts immediately for Terms violations, suspected fraud, or abuse
• Update these Terms at any time with 30 days notice (continued use constitutes acceptance)
• Suspend service for maintenance, security, or technical issues without prior notice
• Refuse service to anyone for any reason not prohibited by law
• Set usage limits and modify service features based on subscription tier
• Implement new security measures that may affect service functionality

11.1 Our Termination Rights

We may terminate your account immediately without notice if:

• You violate these Terms or our policies
• You use the Service for illegal activities
• Your account remains inactive for more than 12 months
• You dispute or reverse charges without cause
• We believe termination is necessary to protect our business or other users
• You attempt to circumvent our security measures or access controls

11.2 Account Termination and Data Export

We provide two options for account termination:

Data Export: We may provide data export functionality through your account dashboard when available. Data export requests may be subject to technical limitations, processing fees, and format restrictions. We do not guarantee availability of all data or specific formats.

11.3 Service Availability

We strive to provide reliable service but make no guarantees regarding:

Any service interruptions, whether planned or unplanned, do not entitle users to refunds, credits, or other compensation unless required by law.

12. Governing Law and Dispute Resolution

These Terms are governed by California law. Any disputes will be resolved through:

• Good faith negotiation first
• Binding arbitration in California if negotiation fails
• Small claims court for eligible disputes
• California state courts for matters not subject to arbitration

13. California-Specific Rights

California residents have additional rights under state law, including:

• Right to cancel certain contracts within specified timeframes
• Protection under the California Consumer Privacy Act (CCPA)
• Right to request information about data sharing practices
• Protection under California's Unruh Civil Rights Act

14. Force Majeure

We shall not be liable for any failure or delay in performance under these Terms which is due to causes beyond our reasonable control, including but not limited to: earthquake, fire, flood, or other natural disasters; war, terrorism, invasion, hostilities, civil unrest; government actions, laws, or regulations; epidemic, pandemic, or quarantine restrictions; labor strikes or disputes; internet service provider failures; hosting provider outages; cyber attacks, DDoS attacks, or other security incidents; hardware failures; software bugs or compatibility issues; third-party service interruptions; supply chain disruptions; or any other unforeseeable circumstances.

During force majeure events, we may suspend service without liability and extend deadlines for performance. We may attempt to notify users of significant disruptions when feasible and at our discretion.

15. Severability

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions will continue in full force and effect.

16. Contact Information

Questions about these Terms should be directed to:

These Terms of Service were last updated on December 2024 and are effective immediately.