Oratap Terms of Service

1.Agreement to these Terms

These Terms apply to every user of the Service. Additional terms may apply to specific features — for example a signed order form or enterprise agreement, a regulated-vertical compliance agreement you sign in the dashboard, or the policies incorporated in the section titled "Role of Oratap; incorporated policies". Where a signed written agreement between you and Oratap conflicts with these Terms, that agreement controls for the conflicting subject matter.

If you accept these Terms on behalf of a business or other legal entity, you represent that you have authority to bind that entity, and "you" refers to both you and that entity.

2.Eligibility and authority

You must be at least 18 years old, or the age of majority in your jurisdiction if higher, and able to form a binding contract, to create a Merchant account. Customers must be old enough to form a binding contract to place an order, and must meet any higher minimum age that applies to the products in that order.

You may not use the Service if you are barred from doing so under applicable law, including applicable US sanctions and export-control laws.

3.Definitions

• "Merchant" (also "Business") means any business, organisation, or individual operating a business that uses Oratap to offer products or services, publish a Storefront or catalogue, or accept orders — whether a restaurant, café, coffee shop, deli, bakery, pizza shop, food truck, convenience store, grocer, retail shop, vape or smoke shop, or any other business type the Service supports. Where these Terms or Oratap's policies refer to a restaurant, they apply to every Merchant unless the context requires otherwise.
• "Customer" means a person who places or attempts to place an order through a storefront powered by Oratap, whether using a registered customer account or guest checkout.
• "Storefront" means the ordering site, catalogue, and checkout experience a Merchant publishes using the Service.
• "Merchant Content" means anything a Merchant or its personnel submit, upload, generate, or publish through the Service — including product names, descriptions, prices, categories, allergen and ingredient information, photographs, logos, menus and other files uploaded for processing, and business information.
• "Payment Provider" means a payment gateway, processor, acquirer, or merchant-services provider used to process a transaction — including one a Merchant connects to its own storefront as described under "Payment Processing".
• "Generated Content" means output produced or assisted by artificial-intelligence features of the Service, as described in the AI & Generated Content Policy.
• "Subscription" means a paid Oratap plan a Merchant purchases from Oratap for access to the Service.
• "Platform" or "Oratap Platform" means the Service, including the ordering experiences Oratap makes available to Merchants and Customers.
• "Online Ordering Fee" means the fee described in the section titled "Online Ordering Fee".
• "Platform Fee" means an order-based fee a Merchant may owe Oratap under its plan, as described in the section titled "Merchant Fees and Plans".

4.Description of Oratap

Oratap is a software-as-a-service platform that gives a Merchant the tools to run its own ordering channel. Depending on the plan and configuration, the Service may include a published storefront and custom domain, catalogue and menu management, online ordering and checkout, a kitchen or counter display, order and fulfillment management, pickup and Merchant-operated delivery configuration, customer accounts and guest ordering, loyalty and coupons, reviews and reservations, email, SMS and push notifications, analytics and reporting, AI-assisted menu import and content generation, and an AI assistant.

Features vary by plan, business type, and configuration. Some features are optional, must be enabled by the Merchant, or depend on the Merchant supplying its own third-party credentials.

5.Oratap Is a Technology Platform

Oratap provides technology that enables independent Merchants — restaurants, cafés, delis, pizza shops, and other businesses — to offer direct online ordering and related digital services.

Oratap does not prepare, manufacture, or sell the food or other products offered by independent Merchants.

Each Merchant is independently responsible for its products, menu information, pricing, availability, preparation, food safety, fulfillment, and compliance with laws applicable to its business.

6.Role of Oratap; incorporated policies

Oratap provides technology. Except where these Terms expressly say otherwise, Oratap is not the seller of the products or services offered through a Storefront, does not prepare, handle, package, store, or transport any product, does not set the prices or tax treatment of Merchant products, and is not a party to the sale between a Customer and a Merchant. The Online Ordering Fee and the Platform Fee are Oratap's own fees and are described below.

For a Merchant's own purchase of a Subscription, the position is different and Oratap is the seller. See "Subscriptions" and "Recurring billing".

The following policies are part of these Terms and are incorporated by reference: the Privacy Policy, the Refund & Cancellation Policy, the AI & Generated Content Policy, and the Merchant Responsibilities & Acceptable Use Policy.

7.The Merchant–Customer relationship

An order placed through a Storefront is a transaction between the Customer and that Merchant. The Merchant is the seller and, for order transactions, the merchant of record.

To the maximum extent permitted by applicable law, the applicable Merchant — and not Oratap — is responsible for the products and services it offers, including:

• product and menu descriptions, and the accuracy of everything published about a product
• food, beverages, and other goods, and their preparation, handling, storage, and packaging
• ingredients, recipes, allergen information, nutritional claims, and cross-contact risk
• food safety, sanitation, and product quality
• prices, fees, surcharges, gratuities, discounts, and promotional terms, other than the Online Ordering Fee and the Platform Fee, which Oratap sets
• availability, stock accuracy, hours, and order capacity
• the calculation, collection, reporting, and remittance of taxes that applicable law requires the Merchant to handle
• licences, permits, registrations, and regulatory compliance
• order acceptance, preparation, fulfillment, pickup, and Merchant-operated delivery
• customer service, order issues, and communications about an order
• refund, cancellation, and adjustment decisions for orders (see the Refund & Cancellation Policy)
• every disclosure, notice, warning, or label the law requires for its products or its business

8.Merchant accounts

A Merchant must provide accurate, current, and complete information when creating an account and must keep it accurate. A Merchant is responsible for all activity under its account and for the acts and omissions of its owners, managers, staff, and anyone else it grants access.

A Merchant is responsible for managing staff access appropriately, including removing access promptly when someone leaves the business, and for the actions those users take in the Service.

9.Account security

You must keep your credentials confidential and must not share them. You must notify us promptly at contact@oratap.com if you suspect unauthorised access to your account.

Certain sensitive actions — such as connecting or changing a Payment Provider — require additional verification. You must not attempt to circumvent those controls. To the maximum extent permitted by applicable law, Oratap is not responsible for losses arising from your failure to protect your credentials or from access granted by you or your personnel.

10.Merchant storefronts

A Merchant controls its Storefront: its catalogue, prices, content, hours, fulfillment settings, theme, and (where the plan includes it) custom domain. The Merchant is responsible for what its Storefront says and sells.

Oratap may display reasonable platform attribution on a Storefront except where the Merchant's plan removes it. Oratap does not guarantee that a Storefront will be available at all times, indexed by any search engine, or ranked in any particular way. See "Service availability" and "No guarantee of business results".

11.Orders

When a Customer submits an order, the Service transmits it to the Merchant. A Merchant may accept, decline, modify, or cancel an order in accordance with its own policies and applicable law — for example where an item is unavailable, the order cannot be fulfilled, the store is closed, or the order appears fraudulent.

Oratap does not guarantee that an order will be accepted, prepared correctly, fulfilled, or delivered, and does not guarantee any preparation, pickup, or delivery time. Times shown in the Service are estimates generated from Merchant settings and are not promises by Oratap or, unless the Merchant says so, by the Merchant.

12.Pricing and availability

Except for the Online Ordering Fee, all prices, fees, surcharges, delivery charges, minimums, and discounts shown on a Storefront are set and controlled by the Merchant, and the Merchant configures the taxes applied to its sales. Item availability and stock levels are maintained by the Merchant.

Errors happen. A Merchant may correct a pricing or availability error and may cancel an affected order in accordance with applicable law. Oratap does not set, review, verify, or approve Merchant prices.

13.Taxes

Applicable taxes may be calculated, collected, or remitted as required by law. The tax treatment of Merchant products, Oratap fees, delivery charges, or other amounts may vary depending on the transaction and applicable jurisdiction.

Each Merchant is responsible for the tax obligations that applicable law places on it, which may include determining whether its sales are taxable, configuring correct tax settings in the Service, and collecting, reporting, and remitting sales, use, excise, and other taxes on its transactions. Where applicable law places a tax collection, reporting, or remittance obligation on Oratap, Oratap will meet that obligation as the law requires. Tax fields and calculations in the Service are tools that apply the Merchant's own configuration; they are not tax advice and are not a determination of any party's tax obligations.

Subscription fees and Platform Fees are stated exclusive of any applicable sales or similar taxes unless stated otherwise.

14.Payment Processing

Payments made through Oratap may be processed by third-party payment service providers. Merchants authorize Oratap and applicable payment service providers, subject to applicable payment terms, to facilitate supported payment activities associated with orders placed through the Platform.

For orders placed through a Storefront, payment is processed through a Payment Provider that the Merchant connects to its own account, using credentials the Merchant obtains directly from that provider. Card and wallet details are collected and tokenised by the Payment Provider; Oratap does not receive or store full payment card numbers.

Because the Merchant's Payment Provider account is used, order funds — including any Online Ordering Fee shown at checkout — are authorised, captured, and settled to the Merchant. Oratap does not take custody of order funds, does not hold or settle them, and is not the merchant of record for an order. Where a Storefront offers cash or other in-person payment, that transaction happens entirely between the Customer and the Merchant.

A Merchant must comply with the terms of its Payment Provider, its merchant agreement, its acquiring bank's requirements, and applicable card-network rules, including PCI DSS requirements that apply to it.

15.Third-party payment providers

Payment Providers, acquiring banks, card networks, and a Customer's own financial institution are independent third parties. They act on their own terms and make their own decisions. Depending on the provider and the integration, a third party may, among other things:

• approve, decline, or flag a transaction
• require additional verification or authentication of a Customer, including 3-D Secure or similar challenges
• delay settlement, hold funds, or impose a reserve
• reverse, refund, or void a transaction
• investigate suspected fraud or a rules violation
• limit, suspend, or close a Merchant's account or terminate its merchant agreement
• change its pricing, policies, APIs, supported features, or availability

16.Chargebacks and payment disputes

A chargeback or payment dispute on an order is handled by the Merchant with its Payment Provider, acquiring bank, and the relevant card network, under those parties' rules and timelines. The Merchant bears the financial responsibility for chargebacks, reversals, and related fees on its own transactions.

Oratap is not a party to an order-payment dispute and cannot decide, reverse, or override one. Where the Service holds records relevant to a dispute, Oratap may make reasonable data available to the Merchant.

Disputes about Oratap Subscription charges should be raised with us first at contact@oratap.com so we can try to resolve them directly.

17.Merchant Fees and Plans

Merchants may be charged subscription fees and order-based platform fees according to the Oratap plan selected by the Merchant. Current pricing, including applicable subscription and order fees, is disclosed on Oratap's pricing page and during plan selection.

For each eligible order placed through the Oratap Platform, Oratap may assess the Platform Fee applicable to the Merchant's selected plan, calculated as disclosed for that plan. Oratap records the Platform Fee for each eligible order. Before Oratap collects Platform Fees by any method — for example an invoice, a payment method the Merchant authorizes, or, where a payment service provider supports it, collection from transaction proceeds — Oratap will describe that method to the Merchant and obtain any authorization it requires. Oratap does not deduct Platform Fees from a Merchant's payouts unless the Merchant has authorized that method.

A Platform Fee is a fee for the use of the Oratap Platform. It is not a charge by the Merchant's Payment Provider and does not include any card-processing fee the Merchant pays to its own provider.

18.Online Ordering Fee

Oratap may charge customers an Online Ordering Fee on orders placed through Oratap-powered ordering experiences. When applicable, the fee and its amount will be displayed before the customer submits the order.

The Online Ordering Fee is charged in connection with Oratap's provision and operation of the online ordering platform. It is separate from the Merchant's menu and product charges, taxes, delivery charges, and voluntary tips. By submitting an order, the customer authorizes collection of the total amount displayed at checkout, including any disclosed Online Ordering Fee.

The Online Ordering Fee is not a tip, a tax, a delivery fee, or a card-processing fee, and it does not depend on the payment method the Customer uses. It is also separate from any service fee a Merchant sets for its own Storefront.

19.Refunds and Fee Adjustments

If an eligible order is fully or partially refunded, applicable Oratap order-based fees may be reversed or adjusted in accordance with the amount refunded and Oratap's Refund Policy.

Oratap order-based fees apply only to an order whose payment has been captured or that the Merchant has marked as paid. An order that fails, is voided, or is never paid incurs no Oratap order-based fee. Cancelling an order does not by itself refund it; fee adjustments follow the refund.

Merchants remain responsible for chargebacks, disputes, and other transaction adjustments attributable to their orders, except where otherwise stated by Oratap, applicable payment terms, or required by law.

20.Refunds

Refunds are addressed in the Refund & Cancellation Policy, which is part of these Terms. In summary: order refunds are decided by the Merchant, whose Payment Provider actually returns the funds; Oratap provides the tooling that lets a Merchant issue a refund through its own provider and does not decide, guarantee, or fund an order refund. Subscription fees paid to Oratap are addressed separately in that Policy.

21.Subscriptions

Merchants use the Service on the plan they select. Some plans carry a recurring Subscription fee; a plan with no recurring fee may still carry order-based Platform Fees. Plans, prices, included capacity, feature entitlements, and usage allowances (including allowances for AI menu imports and AI-generated images) are those presented at purchase and in the Merchant's account. Oratap may enforce plan limits and entitlements.

Where a free trial is offered, its length and terms are those presented at sign-up. Unless stated otherwise at the time, a trial does not entitle a Merchant to a refund of any fee and may be changed or withdrawn for future sign-ups.

For a Subscription, Oratap is the seller and charges the Merchant through Oratap's own payment processor. This is separate from the Merchant's Payment Provider used for its orders.

22.Recurring billing

Subscriptions are billed in advance on a recurring basis — monthly or annually, as selected — and renew automatically at the then-current price for successive periods until cancelled. By purchasing a Subscription, you authorise Oratap and its payment processor to charge your payment method on each renewal date until you cancel.

You are responsible for keeping a valid payment method on file. If a charge fails, Oratap and its processor may retry it, and Oratap may suspend or downgrade paid features, or terminate the Subscription, if it remains unpaid. Unpaid amounts remain owed to the extent permitted by applicable law.

23.Subscription Cancellation

Merchants may cancel future renewal of their subscription through the methods provided by Oratap. Cancellation stops future renewal but does not automatically entitle the Merchant to a refund of subscription fees already paid, except where expressly stated by Oratap or required by applicable law.

Monthly and annual subscriptions remain subject to the cancellation and renewal terms disclosed when the Merchant subscribes.

The self-service route to cancel is the billing area of the Merchant's account. Oratap will not make cancellation harder than sign-up, and does not use pre-checked consents or other design intended to obstruct cancellation.

24.Changes to Merchant Pricing

Oratap may modify merchant subscription or platform pricing from time to time. Oratap will generally provide Merchants with at least 30 days' advance notice of material pricing changes unless a shorter period is required by applicable law, regulation, payment-network requirements, or circumstances outside Oratap's reasonable control.

Notice may be given by email or in the Service. A change to the recurring price of an existing Subscription takes effect at the start of a following billing period. If you do not accept a change, you may cancel before it takes effect.

Oratap may also add, change, deprecate, or remove features over time. Nothing in these Terms obliges Oratap to maintain any particular feature indefinitely.

25.Merchant Content

A Merchant is responsible for its Merchant Content and represents that it has all rights necessary to submit and publish it, that the content is accurate and not misleading, and that publishing it does not infringe any third party's rights or violate any law.

Oratap does not review, verify, or approve Merchant Content before it is published. Oratap may remove or disable content that it reasonably believes violates these Terms, the Merchant Responsibilities & Acceptable Use Policy, or applicable law, or that creates risk to the Service or its users.

26.Intellectual property

Oratap and its licensors own the Service, including its software, design, models, prompts, templates, themes, documentation, trademarks, and all related intellectual property. These Terms grant no rights in them except the limited right to use the Service as permitted here.

A Merchant retains ownership of its Merchant Content, subject to the licence in "Licence granted to Oratap" and to the limits on Generated Content described in the AI & Generated Content Policy. A Customer retains ownership of content it submits, such as a review.

You may not use Oratap's name, logo, or brand without our prior written permission, except to state factually that your storefront is powered by Oratap.

27.Licence granted to Oratap

You grant Oratap a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, copy, reproduce, adapt, reformat, transmit, publish, and display your content solely as needed to operate, secure, support, and improve the Service and to provide it to you — including displaying a Storefront to Customers, transmitting an order to a Merchant, sending notifications you request, and processing material you submit to an AI feature.

This licence includes the right to use the subprocessors described in the Privacy Policy, and lasts as long as needed for those purposes. It does not transfer ownership.

28.AI-generated content

The Service includes AI-powered features. Their use is governed by the AI & Generated Content Policy, which is part of these Terms.

AI output is probabilistic. It may be inaccurate, incomplete, or invented, and it may misclassify or misdescribe a product. Oratap does not warrant the accuracy, completeness, or fitness of any Generated Content. A Merchant is responsible for reviewing Generated Content before publishing it and for everything it publishes, whether or not AI assisted in producing it.

Generated Content must not be relied on for allergen, ingredient, nutritional, health, food-safety, legal, tax, regulatory, age-verification, or other high-risk determinations.

29.AI-generated product images

Detail is in the AI & Generated Content Policy. A Merchant should not publish a generated image it has not reviewed, and should not use one where an accurate depiction of the actual item is legally required or materially matters to a Customer's decision.

30.Menu extraction and import

The Service can extract catalogue data from material a Merchant supplies — such as a photographed or uploaded menu, a PDF, or a website — using AI and automated processing. Extraction is best-effort. It may misread prices, omit or duplicate items, mis-group categories, garble descriptions, or infer information that is not actually present.

A Merchant must review and correct imported data before publishing it, and is responsible for the accuracy of its published catalogue and prices. A Merchant must have the right to submit the material it uploads for processing.

31.Third-party services

The Service integrates third-party services, and some features depend on them — including cloud hosting and databases, object storage, payment providers, email delivery, SMS delivery, push notification services, AI and machine-learning providers, mapping, geocoding and place-lookup providers, domain and TLS providers, and error-monitoring and analytics providers.

These are independent services governed by their own terms and privacy practices. To the maximum extent permitted by applicable law, Oratap is not responsible for a third party's outage, latency, defect, policy change, API change, price change, account suspension, discontinuation of service, or other independent decision, or for any consequence to your business. Where a Merchant connects its own third-party account, that relationship is between the Merchant and that provider.

32.Delivery

Where a Merchant offers delivery using its own staff or contracted drivers, that delivery is operated by the Merchant. The Merchant is responsible for the delivery, for its drivers and their conduct, insurance, licensing, and employment status, for delivery areas, fees, and times, and for the safe transport and handover of the order. Oratap provides software for configuring and dispatching Merchant-operated delivery; it does not perform delivery and does not employ or engage drivers.

Where the Service supports handing an order to a third-party delivery provider, that provider is an independent service subject to its own terms, and its availability depends on the Merchant's own account and configuration with that provider.

To the maximum extent permitted by applicable law, Oratap does not guarantee driver availability, an exact or estimated delivery time, driver conduct, successful delivery, or the availability of any third-party delivery service.

33.Maps and location services

Address entry, address suggestion, geocoding, distance and delivery-area calculations, and map display use third-party mapping and location providers. Their data may be inaccurate, incomplete, or out of date, and a calculated distance, zone, or estimate may be wrong.

A Merchant must confirm that its delivery areas and pricing are correct for its business. A Customer is responsible for the accuracy of the address it provides. To the maximum extent permitted by applicable law, Oratap is not liable for errors originating from a mapping or location provider.

34.Email, SMS, and push communications

Oratap sends transactional messages needed to operate the Service and an account — verification, password reset, order confirmations and status updates, receipts, security and billing notices. These are part of the Service.

Marketing and promotional messages are sent only where the recipient has given the applicable consent. A Merchant that sends marketing through the Service is the sender for legal purposes and is solely responsible for having a valid legal basis and consent, for honouring opt-outs promptly, and for complying with applicable law, including the TCPA, CAN-SPAM, state telemarketing and messaging laws, and carrier and provider requirements. A Merchant must not use the Service to send messages to people who have not consented, or to import contacts obtained without consent.

Message and data rates may apply to SMS. Recipients can opt out of marketing messages using the mechanism in the message, and Oratap suppresses further marketing to an address or number that has opted out. Delivery of any message depends on carriers and providers and is not guaranteed.

35.Acceptable use

Your use of the Service must comply with these Terms, the Merchant Responsibilities & Acceptable Use Policy, and applicable law. That Policy sets out in detail what a Merchant is responsible for and what is prohibited; it is part of these Terms.

36.Prohibited activities

You must not, and must not permit anyone to:

• use the Service for fraud, deception, money laundering, or any unlawful purpose
• sell or offer any product or service you are not legally permitted to sell, or that applicable law prohibits
• access, or attempt to access, any account, data, store, or part of the Service that is not yours
• probe, scan, or test the vulnerability of the Service, or breach or circumvent any security, authentication, rate-limiting, entitlement, or verification control
• upload or transmit malware, or anything designed to disrupt, damage, or gain unauthorised access to any system or data
• interfere with or disrupt the Service, or impose an unreasonable load on it, including by denial-of-service or similar activity
• scrape, crawl, harvest, or bulk-extract data from the Service except as expressly permitted
• use another person's credentials, share credentials, or engage in credential stuffing or account takeover
• impersonate any person or business, or misrepresent your affiliation with one
• infringe or misappropriate any intellectual-property, publicity, or privacy right
• publish content that is deceptive, misleading, unlawful, defamatory, harassing, hateful, or sexually exploitative
• misuse Customer information, including using it for a purpose the Customer did not agree to, or disclosing it without a lawful basis
• reverse engineer, decompile, or attempt to derive the source code or models of the Service except to the extent applicable law prohibits that restriction
• resell, sublicense, or make the Service available to a third party except as expressly permitted

37.Merchant legal compliance

A Merchant is solely responsible for operating its business lawfully. That includes business registration and good standing; licences and permits; health, food-safety, and sanitation requirements and inspections; labelling, disclosure, menu-labelling, and pricing laws; consumer-protection and advertising law; accessibility obligations that apply to its own storefront content; employment law for its personnel; tax obligations; privacy and marketing law for the personal information it handles; and any rules specific to its products, industry, or locality.

Oratap does not provide legal, tax, accounting, food-safety, insurance, or regulatory advice. Nothing in the Service, and no feature Oratap makes available, is a determination that a Merchant's business, product, content, or practice is lawful or compliant.

38.Food safety and allergens

Each Merchant is responsible for providing accurate ingredient and allergen information, for keeping it current as recipes and suppliers change, for handling allergen enquiries, and for complying with applicable food-safety and food-labelling laws. A Merchant that cannot safely accommodate a request should say so rather than accept the order.

Nothing in this Section, and nothing elsewhere in these Terms, is intended to disclaim or limit liability that cannot be disclaimed or limited under applicable law, including liability for death or personal injury to the extent applicable law prohibits its exclusion.

39.Regulated and age-restricted products

The Service supports business types that may sell age-restricted or otherwise regulated products, including tobacco, nicotine, and vaping products. Where Oratap makes such functionality available, it is software functionality only. It is not legal approval, certification, or advice that a Merchant may lawfully offer, sell, ship, or deliver any product.

A Merchant offering regulated or age-restricted products is solely responsible for determining whether it may lawfully do so and for compliance with all applicable federal, state, and local law, including:

• minimum-age requirements and age-verification obligations
• licences, permits, and registrations, and keeping them current
• product restrictions, including flavour, ingredient, packaging, and product-type bans
• required warnings, labelling, and point-of-sale disclosures
• restrictions on shipping, mail order, remote sale, and delivery, including the PACT Act and state analogues where applicable
• identity and age verification at purchase and at handover, including checking photo identification where required
• excise, tobacco, and other product-specific taxes, stamping, and reporting
• advertising and marketing restrictions for the product category

40.Service availability

Oratap aims to keep the Service available and reliable, but the Service is provided on an as-available basis. Unless a separate written agreement provides a service-level commitment, Oratap does not commit to any level of uptime, availability, latency, or support response.

Availability also depends on things outside Oratap's control, including a Merchant's own configuration and third-party credentials, network conditions, the Customer's device, and the third-party services described under "Third-party services".

41.Maintenance and outages

Oratap may perform maintenance, deploy changes, and take parts of the Service offline. We aim to schedule disruptive maintenance sensibly and to give notice of planned downtime where practicable, but emergency maintenance and security work may be immediate and without notice.

To the maximum extent permitted by applicable law, Oratap is not liable for orders, revenue, or opportunities lost during an outage, maintenance window, or degradation of the Service. Merchants should keep an alternative way to take orders for such periods.

42.Beta and experimental features

Oratap may offer features identified as beta, preview, experimental, early access, or similar. These are provided as-is and as-available for evaluation, may be incomplete or unstable, may change or be withdrawn at any time, may not be supported, and are excluded from any service-level or support commitment to the maximum extent permitted by applicable law.

AI features are subject to the AI & Generated Content Policy whether or not they are labelled beta.

43.No guarantee of business results

Oratap provides tools. It does not guarantee any business outcome. Without limiting that:

• Oratap does not guarantee increased revenue, orders, average order value, margin, or profitability
• Oratap does not guarantee customer acquisition, retention, or growth
• Oratap does not guarantee any search-engine ranking, visibility, indexing, or traffic
• Oratap does not guarantee any conversion rate, open rate, click rate, or message deliverability
• Oratap does not guarantee savings compared with any marketplace, aggregator, or alternative provider
• Oratap does not guarantee uninterrupted or error-free availability

44.Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL CONTENT AND OUTPUT MADE AVAILABLE THROUGH IT — INCLUDING GENERATED CONTENT AND EXTRACTED DATA — ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ORATAP DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.

Oratap does not warrant that the Service will be uninterrupted, timely, secure, or error-free; that defects will be corrected; that the Service or any file is free of harmful components; or that any output, estimate, calculation, or Generated Content is accurate, complete, current, or fit for your purpose. Oratap makes no warranty about any Merchant, Customer, product, or third-party service.

Some jurisdictions do not allow the exclusion of certain warranties or of implied statutory rights. Nothing here excludes or limits a warranty or right that cannot lawfully be excluded or limited, and to that extent the exclusions above do not apply to you. You may have other rights that vary by jurisdiction.

45.Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Oratap AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST SALES OR ORDERS, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR REPUTATION, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR LOSS, CORRUPTION, OR UNAUTHORISED DISCLOSURE OF DATA — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT Oratap WAS ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORATAP'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU ACTUALLY PAID TO Oratap FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM, OR (B) ONE HUNDRED US DOLLARS (US$100).

For clarity, amounts a Customer pays to a Merchant for an order, and amounts a Merchant pays to its own Payment Provider, are not amounts paid to Oratap and do not increase this cap.

These limitations apply to the maximum extent permitted by applicable law and even if a limited remedy fails of its essential purpose. They do not apply to liability that cannot be limited or excluded under applicable law — which, depending on the jurisdiction, may include liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, gross negligence or wilful misconduct, or certain statutory consumer rights. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so some of the above may not apply to you.

The parties agree that these allocations of risk are a fundamental basis of the bargain and are reflected in the pricing of the Service.

46.Indemnification

To the maximum extent permitted by applicable law, a Merchant will defend, indemnify, and hold harmless Oratap and its officers, directors, employees, and agents from and against any third-party claim, demand, action, proceeding, investigation, loss, liability, damage, fine, penalty, cost, or expense (including reasonable legal fees) arising out of or relating to:

• the Merchant's products or services, including their sale, preparation, handling, packaging, labelling, quality, safety, and fitness
• food, beverages, ingredients, allergens, cross-contact, foodborne illness, contamination, adulteration, or injury or illness alleged to arise from a Merchant product
• the Merchant's fulfillment, pickup, or Merchant-operated delivery, and the acts or omissions of its personnel and drivers
• Merchant Content, including inaccurate, incomplete, outdated, misleading, or deceptive product, price, ingredient, allergen, or nutritional information
• Generated Content the Merchant published, used, or relied on without appropriate review, correction, or verification
• any claim that Merchant Content, or material the Merchant uploaded for processing, infringes or misappropriates a third party's intellectual-property, publicity, or privacy rights
• the Merchant's use of third-party content, images, trademarks, or menus without the necessary rights
• the Merchant's taxes, including failure to calculate, collect, report, or remit them
• the Merchant's licences and permits, or the absence of them
• regulated or age-restricted products, including sales to underage purchasers and failures of age or identity verification
• the Merchant's violation of law, including consumer-protection, advertising, food-safety, privacy, marketing, telemarketing, and messaging law
• the Merchant's marketing or other communications sent through or using the Service, including claims under the TCPA, CAN-SPAM, or state analogues
• the Merchant's handling, use, or disclosure of Customer personal information
• the Merchant's breach of these Terms or any incorporated policy, or misuse of the Service, including by its personnel or anyone using its account
• chargebacks, reversals, and payment disputes on the Merchant's transactions

47.Suspension

Oratap may suspend or restrict access to all or part of the Service, or to a Storefront, immediately and without prior notice where reasonably necessary — for example if we reasonably believe there is a violation of these Terms or an incorporated policy, unlawful activity, a security or fraud risk, a risk of harm to Customers or third parties, non-payment of Subscription fees, or a legal or regulatory requirement.

Where practicable we will tell you the reason and, for a curable problem, give you a chance to fix it. Suspension does not relieve you of amounts already owed.

48.Termination

You may stop using the Service at any time and may cancel a Subscription as described under "Subscription Cancellation". A Merchant may request deletion of its account by contacting contact@oratap.com.

Oratap may terminate these Terms or your access: with reasonable notice for convenience; immediately for a material breach that is not cured within a reasonable period after notice; or immediately, without notice, for a serious violation — including fraud, unlawful activity, a security compromise, sale of prohibited products, sales of age-restricted products to underage purchasers, or conduct that creates material risk to Customers, third parties, or the Service.

49.Effect of termination

On termination, your right to use the Service ends, Storefronts are unpublished, and access to the dashboard ends. Amounts already accrued remain payable, and, except as required by law or stated in the Refund & Cancellation Policy, prepaid Subscription fees are not refunded.

Oratap will make a reasonable effort to allow a Merchant to export its own business data before or shortly after termination, and will retain and delete data as described in the Privacy Policy. You should export anything you need before terminating. Oratap may retain records it must keep for legal, accounting, security, tax, or dispute-resolution purposes, and may retain de-identified or aggregated data.

50.Force majeure

Neither party is liable for a failure or delay in performing an obligation (other than an obligation to pay amounts due) caused by an event beyond its reasonable control — including internet or network failures, cloud, hosting, or data-centre outages, telecommunications or carrier failures, failures of third-party infrastructure or APIs, power failures, natural disasters, severe weather, fire, flood, epidemic or pandemic, war, civil unrest, terrorism, acts or orders of government or a regulator, embargoes, labour disputes or strikes affecting a party or its suppliers, and widespread cyber incidents such as large-scale denial-of-service attacks or a critical vulnerability in third-party software.

The affected party must notify the other where practicable and use reasonable efforts to resume performance. This Section does not excuse an obligation that the event did not actually prevent, and does not apply to a consequence the affected party could reasonably have avoided or mitigated.

51.Dispute resolution

Please read this Section carefully. It affects how disputes between you and Oratap are resolved.

52.Governing law

These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of [Governing-Law State] and applicable US federal law, without regard to conflict-of-laws rules. Where a dispute is not subject to arbitration, the state and federal courts located in [Governing-Law State] have exclusive jurisdiction, and each party consents to their jurisdiction and venue — except that this does not deprive you of the protection of mandatory consumer-protection law in your place of residence, and does not prevent either party from using a small-claims court as described above.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

53.Changes to these Terms

Oratap may update these Terms. When we make a material change we will update the effective date above and take reasonable steps to notify you — by email, by a notice in the Service, or by another reasonable means — before the change takes effect.

A material change applies going forward. Your continued use of the Service after a change takes effect means you accept the updated Terms. If you do not accept them, you must stop using the Service and, if you are a Merchant, cancel your Subscription. Changes do not apply retroactively to a dispute of which Oratap had notice before the change.

54.Electronic communications and records

You consent to receive communications from Oratap electronically — by email, by SMS where you have provided a number for that purpose, by push notification, or through the Service — and you agree that electronic notices, disclosures, agreements, and records satisfy any legal requirement that they be in writing.

You agree that clicking to accept, checking a box, submitting a form, or otherwise indicating agreement in the Service constitutes your electronic signature and creates a binding record. Oratap may keep a record of what you accepted, when, from what version of the document, and from what account and network address, for evidentiary purposes.

You may withdraw consent to non-essential electronic marketing at any time, but transactional communications are necessary to operate the Service and an account.

55.Assignment

You may not assign or transfer these Terms or any right under them, by operation of law or otherwise, without Oratap's prior written consent, and any attempt to do so is void. Oratap may assign these Terms without restriction, including to an affiliate or in connection with a merger, acquisition, reorganisation, financing, or sale of assets. These Terms bind and benefit the parties' permitted successors and assigns.

56.Severability, waiver, and interpretation

If a provision of these Terms is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed, and the remaining provisions stay in full force — except as expressly provided otherwise in the class-action waiver under "Dispute resolution".

A failure or delay by either party in exercising a right is not a waiver of it, and no waiver is effective unless in writing. A waiver on one occasion is not a waiver on another.

Headings are for convenience only. "Including" means "including without limitation". These Terms do not create any partnership, joint venture, employment, franchise, or agency relationship, and no third party has any right to enforce them.

57.Entire agreement

These Terms, together with the policies incorporated under "Role of Oratap; incorporated policies" and any signed order form, enterprise agreement, or compliance agreement between you and Oratap, are the entire agreement between you and Oratap about the Service, and supersede all prior or contemporaneous proposals, statements, and understandings about it. Marketing materials and general statements about the Service are not part of this agreement except to the extent applicable law provides otherwise.

58.Survival

Provisions that by their nature should survive termination do survive it — including Definitions, Role of Oratap, Taxes as to amounts already owed, Merchant Fees and Plans and Refunds and Fee Adjustments as to fees already accrued, Chargebacks and payment disputes, Intellectual property, the licence granted to Oratap to the extent needed for retained data, Prohibited activities, Disclaimer of warranties, Limitation of liability, Indemnification, Effect of termination, Force majeure, Dispute resolution, Governing law, Electronic communications, Assignment, Severability, Entire agreement, and this Section.

59.Contact

PDO LLC, operating as Oratap

Company location: New Jersey, USA

Legal and general enquiries: contact@oratap.com

Privacy requests: contact@oratap.com (see the Privacy Policy for how requests are handled)