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End User License Agreement

Last updated: May 12, 2026

This End User License Agreement (the "Agreement") is entered into between Acoya Ventures LLC, a Delaware limited liability company ("Acoya," "we," "us," or "our"), and the user of the Order Express service. This Agreement governs your access to and use of Order Express. By accessing or using Order Express, you agree to be bound by this Agreement. If you do not agree, do not use the service.

This Agreement applies to two categories of users: (a) restaurants and other businesses that use Order Express (each, a "Restaurant"), and (b) individuals who place orders through a Restaurant's Order Express website (each, a "Customer"). Part A applies to Restaurants. Part B applies to Customers. Part C applies to both.

1. Definitions

  • "Order Express" or the "Service" means the online ordering website software, hosted ordering system, dashboard, and related services provided by Acoya Ventures LLC.
  • "Software" means the proprietary software components of Order Express, including the website and ordering system, dashboard, APIs, and any updates or modifications.
  • "Restaurant" means a business that uses Order Express and is the account holder.
  • "Customer" means an individual who places an order through a Restaurant's Order Express website.
  • "Order" means a food or product order placed by a Customer through the Service.
  • "You" means the user of the Service, whether a Restaurant or a Customer, as the context requires.

2. Acceptance

  • Restaurants accept this Agreement by creating an account, using Order Express, or using the dashboard.
  • Customers accept this Agreement by placing or attempting to place an order through a Restaurant's Order Express website, or by responding to an SMS sent by the Service.
  • If you are entering into this Agreement on behalf of a business, you represent that you have authority to bind that business.

Part A — Terms for Restaurants

Sections 3 through 8 apply to Restaurants using Order Express.

3. License Grant

Subject to your compliance with this Agreement and payment of applicable fees, Acoya grants the Restaurant a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for the Restaurant's internal business operations during the term. No rights are granted by implication, estoppel, or otherwise.

4. License Restrictions

You shall not, and shall not permit any third party to:

  • Copy, modify, translate, or create derivative works of the Software;
  • Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or underlying models of the Software, except to the extent such restriction is prohibited by applicable law;
  • Rent, lease, sell, sublicense, resell, or otherwise commercialize the Service to any third party;
  • Use the Service to build a competitive product or to benchmark for a competing service;
  • Scrape, crawl, or harvest data from the Service through automated means;
  • Remove or alter any proprietary notices or branding in the Service;
  • Use the Service in violation of any applicable law, including consumer-protection or e-commerce laws;
  • Use the Service to transmit unlawful, harmful, harassing, or fraudulent content;
  • Interfere with the integrity, performance, or security of the Service.

5. Account Responsibilities

  • You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
  • You must promptly notify us of any unauthorized use of your account.
  • You are responsible for ensuring that the menu, hours, pricing, and other information you provide to the Service is accurate.
  • You are responsible for preparing and fulfilling Orders placed through your Order Express website and for maintaining a connected Stripe account to receive payments.

6. Restaurant Data and Customer Content

  • As between Acoya and the Restaurant, the Restaurant retains all rights to the menu, pricing, branding, and other content it provides to the Service ("Restaurant Content").
  • The Restaurant grants Acoya a worldwide, non-exclusive, royalty-free license to host, process, transmit, and display Restaurant Content solely as necessary to operate and improve the Service.
  • Acoya may use aggregated, de-identified usage data (data that does not identify the Restaurant or any individual) for analytics, product improvement, and reporting.

7. Fees and Billing

Fees, billing, refunds, and cancellation are governed by the Order Express Terms of Service, which are incorporated into this Agreement by reference.

8. Term and Termination

  • This Agreement begins when you first use the Service and continues until terminated.
  • You may terminate by cancelling in accordance with the Terms of Service.
  • We may suspend or terminate your access immediately if you materially breach this Agreement, fail to pay fees when due, or use the Service in a way that exposes us or third parties to legal liability.
  • Upon termination, the license granted in Section 3 ends, and you must cease all use of the Service. Sections 6, 7, and 11 through 22 survive termination.

Part B — Terms for Customers

Sections 9 through 12 apply to individuals who place orders through a Restaurant's Order Express website.

9. Online Ordering

When you place an order through a Restaurant's Order Express website, you agree to provide accurate order and contact information and to pay the amounts due, including the order total and the $1 service fee. Payments are processed by Stripe, and the order total is paid to the Restaurant. The Restaurant, not Order Express, is responsible for preparing and fulfilling your order and for any refund or cancellation of the order.

10. SMS Messages

If you opt in at online checkout, the Service may send you transactional SMS order-status updates (for example, that your order was received or is ready) to the phone number you provide. SMS terms, opt-out, and frequency are described in Section 8 of the Terms of Service and are incorporated here by reference.

11. Customer Information

Order details you provide (items, delivery address, contact information) are stored solely to fulfill your Order, in accordance with the Privacy Policy. Card payments are processed by Stripe; Order Express does not store your card number.

12. Permitted Use by Customers

Customers are granted a personal, non-transferable, revocable right to interact with the Service solely for the purpose of placing or inquiring about an Order with the Restaurant. Customers shall not use the Service to harass, defraud, abuse, or send unlawful content, or to test or probe the Service's behavior for any commercial or research purpose without our written permission.

Part C — General Terms

Sections 13 through 22 apply to all users.

13. Intellectual Property

Acoya and its licensors own all right, title, and interest in and to the Service, including the Software, designs, trademarks, and all related intellectual property. Except for the limited license granted to Restaurants in Section 3 and to Customers in Section 12, no rights are transferred to you. The names "Order Express" and "Acoya Ventures" and associated logos are trademarks of Acoya Ventures LLC.

14. Feedback

If you submit suggestions, ideas, or feedback about the Service, you grant Acoya a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose, without obligation to you.

15. Privacy

Our handling of personal information is described in our Privacy Policy, which is incorporated into this Agreement by reference.

16. Disclaimers

The Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, statutory, or otherwise. Acoya disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that every order will be processed without error. Your use of the Service is at your own risk.

17. Limitation of Liability

To the maximum extent permitted by law, Acoya and its affiliates, officers, employees, and agents will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost revenue, lost profits, lost data, business interruption, or cost of substitute services, arising out of or related to this Agreement or the Service, even if advised of the possibility of such damages.

Acoya's total cumulative liability arising out of or related to this Agreement will not exceed the greater of (a) the fees paid by the Restaurant to Acoya in the twelve (12) months preceding the event giving rise to liability, or (b) one hundred U.S. dollars (USD $100). For Customers, Acoya's total liability will not exceed one hundred U.S. dollars (USD $100).

18. Indemnification

The Restaurant will defend, indemnify, and hold harmless Acoya and its affiliates, officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Restaurant's breach of this Agreement; (b) the Restaurant Content; or (c) the Restaurant's violation of any law or third-party right, including consumer-protection or e-commerce laws.

19. Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20. Dispute Resolution; Arbitration; Class Waiver

Any dispute arising out of or relating to this Agreement or the Service shall be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules, in Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction.

You and Acoya each waive any right to a jury trial and any right to participate in a class action, collective action, or other representative proceeding. Disputes must be brought in an individual capacity only.

Notwithstanding the above, either party may seek injunctive or other equitable relief in court to protect intellectual-property rights. Small-claims actions may be brought in the small-claims court of the parties' respective jurisdictions.

21. Changes to this Agreement

We may update this Agreement from time to time. If we make material changes, we will notify Restaurants by email or in-dashboard notice at least thirty (30) days before the changes take effect. For Customers, the version of this Agreement in effect at the time of the order governs that interaction. Continued use of the Service after changes take effect constitutes acceptance.

22. Miscellaneous

  • Entire Agreement. This Agreement, together with the Terms of Service and Privacy Policy, is the entire agreement between you and Acoya regarding the Service and supersedes any prior agreements.
  • Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
  • No Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
  • Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.
  • Force Majeure. Neither party is liable for failures or delays caused by events beyond its reasonable control.
  • Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, or joint venture.

23. Contact

Acoya Ventures LLC · Questions about this Agreement? Email admin@orderexpress.app.