Effective Date: [07-30-2025]
This legally binding Terms and Conditions of Service Agreement, hereinafter referred to in its entirety as the “Agreement,” is entered into by and between EATRO Inc., a corporation duly organized, existing, and operating under the laws of the United States and the jurisdiction in which its principal place of business is established, hereinafter referred to as “EATRO,” “the Company,” “we,” “us,” or “our,” and you, the individual natural person or legally recognized entity who has registered for, accessed, utilized, interacted with, or otherwise engaged in any capacity with the EATRO digital application, website, software interface, communication systems, logistical network, or transaction processing services for the purpose of discovering, purchasing, ordering, scheduling, reviewing, or consuming food and food-related services provided by third-party independent culinary vendors, including but not limited to home-based chefs, ghost kitchen operators, certified food handlers, or commercial food preparation partners, all of whom are collectively referred to in this Agreement as “Chefs,” and where you, as the recipient of said services, shall hereinafter be referred to as “Customer,” “you,” or “your.”
By continuing to access, browse, or otherwise use the EATRO Platform, regardless of the medium by which you do so—whether by desktop browser, mobile device, tablet, wearable technology, smart interface, or any other known or later-developed digital access point—you, the Customer, affirmatively and voluntarily acknowledge that you have read, understood, and unconditionally agree to be fully and irrevocably bound by every term, clause, obligation, condition, representation, covenant, stipulation, provision, disclaimer, warranty limitation, indemnification clause, arbitration mandate, jurisdictional designation, and liability release contained within this Agreement, whether or not you have read the Agreement in its entirety or in part, and regardless of whether the terms have changed, been amended, updated, or revised since your initial use of the Platform. You further agree that this Agreement is a precondition to your access to the services provided and that failure to accept these terms in full shall constitute immediate and non-negotiable grounds for revocation, suspension, denial, or permanent termination of your access to the Platform and any associated privileges or services. This Agreement governs your rights and responsibilities as a user of the Platform and outlines the full scope of legal protections, disclaimers, dispute procedures, and operational mechanisms by which the relationship between EATRO and you shall be conducted, enforced, interpreted, and litigated, if necessary.
DEFINITIONS
For purposes of construing the entirety of this Agreement and all subsequent interpretations, applications, or disputes arising therefrom, and notwithstanding any alternative definitions that may exist under statutory, regulatory, or judicial interpretations external to this Agreement, the following definitions are hereby assigned to the terms listed below, with the express understanding and legal agreement that each term, when used throughout this Agreement whether capitalized or otherwise stylized, shall carry the definition stated herein unless expressly stated otherwise in context. These definitions are intended to be exhaustive, controlling, and exclusive, and in the event of ambiguity or conflict, shall supersede any alternate meaning provided under law, custom, or usage.
“EATRO” refers to EATRO Inc., a private corporate entity licensed and authorized to conduct business under the jurisdiction of its formation, including but not limited to the facilitation of connections between independent culinary service providers and consumers via its proprietary digital marketplace known as the EATRO Platform. The term shall also encompass its parents, subsidiaries, affiliates, officers, directors, employees, contractors, successors, assigns, and authorized agents, where applicable.
“Platform” refers to all digital, technological, and logistical interfaces owned, licensed, operated, or controlled by EATRO, including but not limited to its websites, mobile applications, software infrastructure, databases, content delivery systems, customer communication modules, and any ancillary tools developed for the purpose of enabling the Customer to interact with Chefs, place orders, receive food, submit feedback, make payments, or utilize any feature of the EATRO ecosystem.
“Customer” shall mean any natural person, legal entity, organization, partnership, sole proprietorship, or corporate user who, either directly or indirectly, accesses, creates an account on, purchases goods or services through, subscribes to features of, or otherwise utilizes the EATRO Platform for the purpose of ordering, receiving, consuming, reviewing, or purchasing food or food-related services, whether one-time or on a recurring basis, and regardless of whether such Customer makes payment themselves or through a third-party financial facilitator.
“Chef” shall mean any individual or business entity that prepares, packages, and/or delivers meals, dishes, or consumable food products through the EATRO Platform, and who has successfully completed EATRO’s onboarding process, including submission of required documentation, agreement to the EATRO Home Chef Agreement, and verification of ANSI food safety certification, and who may operate from a home kitchen, ghost kitchen, commissary, or other licensed food preparation facility, provided that such operation is compliant with all relevant local, state, and federal food safety regulations.
“Driver” or “Fleet” shall refer to individuals or entities tasked with the delivery of food from the Chef to the Customer, whether employed directly by EATRO, contracted independently, or otherwise integrated into EATRO’s logistical network, who have passed such background checks, training procedures, or identity verifications as EATRO shall require from time to time, and who are responsible for the transportation, hand-off, and final confirmation of the order.
“Subscription Pass” or “EATRO Pass” shall refer to the proprietary subscription-based membership service offered by EATRO to its Customers, which may from time to time provide users with benefits including but not limited to discounted delivery fees, priority ordering windows, exclusive promotional pricing, access to select chefs, and other cost-saving incentives, and which is subject to recurring billing cycles, modification of benefits, and cancellation terms as detailed elsewhere in this Agreement.
“Order” refers to the act of purchasing or arranging to purchase food services through the Platform, including the selection of menu items, scheduling of delivery time, submission of payment, confirmation by the Chef, and fulfillment of the requested items, and includes all communications, logistics, and post-delivery interactions related thereto.
“User Content” shall mean any feedback, comment, rating, image, review, message, or other content submitted by a Customer through the Platform for public or internal display, and which becomes the property of EATRO upon submission, subject to such licensing rights, moral rights waivers, or promotional uses as EATRO may designate in its sole discretion.
“Agreement” refers to this binding document in its entirety, including all sections, clauses, representations, warranties, disclaimers, arbitration agreements, indemnities, and any updates or revisions made to it over time, and shall constitute the full and complete expression of the contractual relationship between EATRO and the Customer, superseding all prior communications, representations, or understandings, whether written or oral.
SECTION 1 — USE OF PLATFORM, LICENSE GRANT, AND CONDITIONS OF ACCESS
Subject to the express terms, conditions, and stipulations set forth herein, and contingent upon your unqualified agreement to be bound by the entirety of this Terms and Conditions of Service Agreement, EATRO Inc., herein and hereafter referred to as “EATRO,” hereby grants you, the Customer, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license to access and use the EATRO Platform, which includes but is not limited to its proprietary mobile applications, website interfaces, application programming interfaces (APIs), payment gateways, communication modules, customer dashboards, order systems, menu browsing features, review mechanisms, promotional modules, subscription interfaces, customer support pathways, and any and all related software tools, digital infrastructure, or connected services, solely and exclusively for the lawful purpose of browsing, selecting, ordering, receiving, and providing feedback on food and food-related services made available by independent third-party chefs (“Chefs”) participating in the EATRO ecosystem. This license shall be conditioned upon your continuing adherence to the terms, obligations, and prohibitions described herein and may be revoked by EATRO at any time, with or without cause, at the sole and absolute discretion of EATRO, without requirement of prior notice, and without liability to you, your agents, successors, assigns, or any affiliated third party.
You acknowledge, represent, warrant, and covenant that you shall not, under any circumstance, engage in any activity that contravenes, violates, undermines, circumvents, or otherwise disrupts the normal operation of the Platform, its security protocols, or the relationship between EATRO and its Chefs, drivers, technical vendors, or partners. You further agree not to utilize, replicate, modify, adapt, decompile, reverse-engineer, disassemble, translate, or attempt to derive source code or algorithms from any aspect of the Platform for any purpose whatsoever, including but not limited to competitive advantage, resale, data mining, extraction of trade secrets, creation of derivative works, or unauthorized data aggregation. Any such use shall constitute a material breach of this Agreement and shall subject you to immediate legal action including, but not limited to, permanent suspension of access, legal injunction, monetary damages, punitive sanctions, and recovery of attorneys’ fees and court costs to the fullest extent permitted by applicable law.
Access to the Platform shall be strictly limited to individuals who are of the age of majority in their jurisdiction of residence, which shall in no case be less than eighteen (18) years of age. By using the Platform, you affirm and warrant that you possess the full legal capacity and authority to enter into this Agreement, that all information provided during registration or usage is truthful, accurate, current, and complete, and that you shall maintain the security and confidentiality of your account credentials, including but not limited to your username, password, authentication tokens, and any personal identification numbers (PINs) or biometric identifiers used to access the Platform. You further agree that you shall be solely responsible for all activities undertaken through your account, whether authorized or unauthorized, and you expressly waive any and all claims, defenses, or causes of action arising from any unauthorized access unless such access was solely caused by a deliberate breach of EATRO’s internal security systems.
You agree that your access to the Platform shall be solely for personal, non-commercial use unless explicitly permitted in writing by EATRO, and that you shall not use the Platform in any way that may be construed as unlawful, fraudulent, abusive, defamatory, harassing, threatening, obscene, profane, invasive of privacy, racially or ethnically offensive, or otherwise inappropriate in EATRO’s sole and absolute judgment. You acknowledge and agree that your interactions with Chefs, Drivers, or other Customers, whether through reviews, messages, or any communications facilitated or hosted by EATRO, shall be conducted with courtesy, professionalism, and in full compliance with applicable laws. EATRO reserves the unilateral and non-reviewable right to monitor, audit, restrict, block, or remove any communication, transaction, or account, with or without notice, for violations or perceived violations of these usage conditions, and you waive any and all claims for damages, including but not limited to consequential, incidental, reliance, or reputational damages, arising from such enforcement.
You hereby acknowledge that the Platform and all intellectual property associated therewith—including all source code, user interface elements, design layouts, brand marks, logos, trade names, product names, marketing materials, audio-visual content, graphical displays, interactive features, documentation, and data compilations—are the exclusive property of EATRO or its licensors, protected under United States and international intellectual property laws, including but not limited to the Lanham Act, the Digital Millennium Copyright Act (DMCA), and all applicable treaties. You agree not to challenge the ownership, validity, or enforceability of any intellectual property rights related to the Platform, and further agree not to remove, obscure, alter, or deface any proprietary notices or attributions embedded in the Platform. You acknowledge and agree that no ownership rights are conferred upon you by virtue of this Agreement or your use of the Platform.
Furthermore, you acknowledge and agree that EATRO reserves the right, but not the obligation, to modify, suspend, upgrade, enhance, replace, rebrand, limit, or discontinue any feature,
function, component, or aspect of the Platform, in part or in whole, at any time and without notice, for any reason or no reason, including but not limited to security improvements, user experience refinements, legal compliance requirements, competitive repositioning, or technical obsolescence. You waive any and all claims arising from such modifications, including loss of data, loss of functionality, dissatisfaction, confusion, or diminished access, and you agree that continued use of the Platform after such modifications shall constitute full and binding acceptance of the same.
By accessing the Platform, you expressly consent to the electronic communication, storage, and processing of your personal information, transaction history, preferences, location data, and any other information necessary for the provision of services by EATRO or its third-party service providers. You acknowledge that such data may be transferred, stored, and processed outside your jurisdiction of residence and that EATRO shall implement reasonable and commercially appropriate measures to safeguard such data, subject to the limitations outlined in the EATRO Privacy Policy, which is incorporated herein by reference as though fully set forth herein.
In the event that your conduct is found by EATRO, in its sole and unfettered discretion, to be in violation of this Agreement, abusive to staff or chefs, fraudulent in nature, exploitative of subscription benefits, or detrimental to the reputation or business operations of EATRO, EATRO reserves the right to suspend, restrict, or permanently terminate your access to the Platform, deactivate your account, cancel any active orders or subscriptions, and take any legal or equitable action deemed necessary, including referral to law enforcement or regulatory agencies where applicable. You acknowledge that such termination may occur with or without notice, and that you shall not be entitled to a refund, remedy, or continuation of service following such enforcement action.
This section shall survive termination of this Agreement and shall continue in full force and effect indefinitely, notwithstanding any lapse, suspension, expiration, or revocation of your account privileges or use of the Platform.
SECTION 2 — ORDERS, CANCELLATIONS, FULFILLMENT, AND RELATED OBLIGATIONS
By placing an order through the EATRO Platform, you, the Customer, hereby acknowledge, represent, affirm, and agree that each and every transaction initiated, processed, transmitted, or submitted through your user account, whether intentionally or mistakenly, constitutes a legally binding offer to purchase specific food items, meal plans, beverages, condiments, accompaniments, or other consumable or ancillary products, as advertised or presented by a third-party Chef at the time of ordering. Each such order shall be deemed final, irrevocable, and subject to fulfillment exclusively by the designated Chef whose profile, kitchen, menu, availability, and delivery parameters were selected by the Customer during the placement process. You further acknowledge that EATRO serves solely as a facilitator of the ordering mechanism and does not itself own, possess, manufacture, produce, handle, distribute, cook, assemble, or package any food product whatsoever and does not maintain possession or custody over any consumable item listed or referenced on the Platform. As such, the contract of sale arising from any order is formed directly and exclusively between the Customer and the selected Chef, and not between the Customer and EATRO, notwithstanding the fact that payments may be processed through EATRO’s proprietary or third-party-integrated payment infrastructure.
Once an order has been submitted through the Platform and electronically confirmed by the system—either via automated confirmation notice, order summary screen, in-app update, or email receipt—the Customer acknowledges that the Chef may immediately begin preparation of the items requested, and that perishable ingredients, time-sensitive processes, temperature-dependent preparations, and individualized components may render the cancellation or alteration of said order commercially unreasonable, infeasible, or impossible to reverse. Therefore, it is expressly understood and agreed that EATRO offers no unconditional right of cancellation or refund once an order has been confirmed, and that the availability of cancellations, modifications, or refunds is contingent entirely upon the specific policies, discretion, and responsiveness of the individual Chef selected by the Customer. While EATRO may provide a technical mechanism for submitting a cancellation request, such a feature shall not be construed to guarantee or imply any obligation on the part of the Chef or EATRO to honor such request, and you expressly waive any expectation of automatic refunds, credits, or makegoods arising from a voluntarily submitted but unaccepted cancellation request.
In the event of cancellation by the Chef—whether due to inventory constraints, unexpected personal circumstances, kitchen inoperability, utility failure, regulatory intervention, health issues, or any other cause internal or external to the Chef’s control—the Customer shall receive timely notice through the Platform’s notification system, and EATRO shall, subject to its standard internal processes and timelines, issue a refund or credit equal to the transaction amount, excluding tip, within a commercially reasonable period, not to exceed fourteen (14) business days from the date of cancellation notice. In such cases, the Customer agrees that the refund or credit shall constitute the exclusive and sole remedy for non-fulfillment and expressly waives any claim to consequential damages, reliance damages, expectation damages, emotional distress, lost time, or punitive relief arising from the cancelled order, whether or not such cancellation caused inconvenience, dissatisfaction, or disruption of the Customer’s plans or expectations.
Customers further acknowledge that orders may be delayed due to unpredictable logistical circumstances, including but not limited to inclement weather, traffic congestion, mechanical breakdowns, acts of God, civil unrest, police activity, or errors in address input, and that EATRO shall not be liable for such delays unless they were caused by gross negligence or willful misconduct on the part of its directly employed delivery personnel, and only to the extent that such personnel were under EATRO’s exclusive operational control at the time of the event. In all other circumstances, delivery services coordinated through EATRO’s logistical network, including independent contractors or third-party couriers, shall be deemed outside EATRO’s direct liability, and any adverse outcome, mishap, or timing-related issue shall be deemed beyond EATRO’s reasonable control. You, the Customer, agree to accept food orders upon delivery regardless of minor aesthetic defects, packaging inconsistencies, minor delays, or non-material deviations from the anticipated presentation, and you further agree not to refuse
delivery based on subjective dissatisfaction that does not relate to verifiable food safety violations or objectively significant errors in fulfillment.
In cases where the delivered food contains ingredients, allergens, or preparation methods that deviate from the menu description or dietary filters selected at the time of order—provided such deviation was material, documented, and verifiable—EATRO shall, at its sole discretion, issue a partial or full refund or credit upon receiving a formal complaint from the Customer submitted through the Platform’s feedback system within a strict time frame not to exceed seventy-two (72) hours from time of delivery confirmation. Any complaint submitted outside this time frame shall be considered waived and shall not be eligible for remediation. EATRO reserves the right to require photographic evidence, batch labeling (if available), or a written statement describing the nature of the deviation, and reserves the right to contact the Chef for confirmation and rebuttal prior to making a decision on any credit or refund issuance. You agree to cooperate fully in such an investigative process and acknowledge that failure to do so may result in a denial of your request.
Customers also acknowledge and agree that tipping, gratuities, and service contributions offered at checkout are optional but encouraged and, once submitted, are non-refundable under any circumstances, including but not limited to delays, dissatisfaction with the food, rude behavior by the driver, or mistaken entry. All such gratuities are passed directly to the Chef and/or Driver, depending on the configuration of the order, and EATRO does not retain any percentage or administrative fee from voluntary tips, except where local laws mandate platform service charges or collection remittances.
Additionally, where a meal plan or Subscription Pass benefit has been used to obtain a discounted rate or waived delivery fee, any cancellation by the Customer shall be subject to limitations imposed by the Subscription’s usage thresholds, frequency policies, and cost amortization schedule. Any abuse of cancellation functions in connection with the Subscription Pass shall be grounds for temporary suspension, pro-rated adjustment, retroactive recalculation of benefit usage, or permanent deactivation of said Subscription, at EATRO’s sole discretion.
You, the Customer, agree not to file chargebacks, payment reversals, or fraud claims with your financial institution for validly placed and fulfilled orders and understand that EATRO reserves the right to dispute such claims with all available documentation, including but not limited to GPS delivery records, chat logs, platform logs, delivery confirmation photos, or Chef-prepared documentation. If you dispute more than one (1) order in a rolling thirty (30) day period without legitimate cause, EATRO reserves the right to immediately freeze, investigate, or terminate your account.
This Section shall survive termination of this Agreement and apply to all Orders placed prior to or on the effective date of termination, cancellation, or account suspension.
SECTION 3 — DELIVERY LOGISTICS, TIMING, TRANSFER OF POSSESSION, AND ASSUMPTION OF RISK OF LOSS
You, the Customer, hereby acknowledge, affirm, and irrevocably agree that upon the submission of a food order through the EATRO Platform, whether initiated via mobile application, desktop browser, API integration, or other digital interface, and following the Chef’s formal acceptance and preparation of said order, the final stage of the fulfillment process shall be the logistical coordination and physical delivery of the ordered food product to the specific address, premises, geolocation, or contact point indicated by you, the Customer, at the time of submission. The act of delivery, transportation, and conveyance of the food item, from the point of dispatch (which may be a home kitchen, ghost kitchen, commissary, or other food preparation facility lawfully affiliated with the Chef) to the final delivery address as selected and confirmed by the Customer, shall be carried out by a designated delivery party, herein referred to as the “Driver,” and may include but shall not be limited to individuals who are direct employees of EATRO, independent contractors, third-party fleet affiliates, or courier personnel acting under limited engagement, none of whom shall be construed to act as agents, servants, fiduciaries, or legal representatives of EATRO unless expressly designated in writing to hold such a status.
The Customer understands and agrees that delivery timing, estimated arrival windows, predictive tracking updates, and preparation progress indicators displayed on the Platform are intended solely for convenience, transparency, and user experience enhancement, and do not constitute contractual obligations, guarantees, warranties, or representations of punctuality, and that any deviation, delay, variation, or error in projected delivery time shall not give rise to any legal cause of action, remedy, right of recission, or refund, unless such deviation constitutes a gross and deliberate failure to dispatch the order after full payment and confirmed readiness for delivery, and even then only to the extent that the Chef has not made the item available for retrieval by the designated Driver within a reasonable period. Any claims based on timing dissatisfaction, inconvenience, or scheduling conflicts shall be deemed waived upon acceptance of the delivery or lapse of more than fifteen (15) minutes from the moment the order is marked as “delivered” within the Platform, unless such marking was proven to be falsified or premature through indisputable evidence submitted by the Customer and independently verified by EATRO.
You agree that the final delivery method—whether contactless drop-off, in-person handoff, concierge desk, doorstep placement, building lobby, curbside, or other location-specific protocol—shall be executed in accordance with the instructions provided by you at the time of order, and you further acknowledge that any ambiguity, inaccuracy, failure to respond to calls or texts from the Driver, inaccessibility to building entrances, or unavailability at the point of delivery shall constitute grounds for the Driver to conclude the delivery at a location reasonably proximate to the provided address, in accordance with standard EATRO protocol and local safety regulations. EATRO shall not be responsible for any damage, theft, spoilage, temperature deviation, or misplacement occurring after the delivery has been concluded and marked “complete” on the Platform, and you accept and assume all risk of loss, deterioration, or adverse outcome upon that point of transition.
The transfer of title and possession of the food order shall be deemed legally complete, final, and enforceable at the precise moment the Driver indicates in the Platform that the food has been delivered, which may be substantiated by photographic proof, timestamped GPS logs, driver notes, or electronic acknowledgment, and shall not be delayed or revoked due to non-material customer dissatisfaction, absence at time of delivery, or delayed retrieval. The Customer expressly assumes all risk of loss, deterioration, contamination, accidental ingestion, allergic reaction, exposure to perishable temperatures, or any adverse health impact once the item has been delivered and control has passed from the Driver to the Customer, regardless of whether the handoff was direct or indirect.
EATRO endeavors to train and instruct its contracted delivery professionals in the proper handling, transportation, and timely conveyance of prepared meals in accordance with food safety best practices and applicable local health ordinances, including but not limited to guidelines regarding insulated packaging, food separation, vertical stacking to prevent spillage, avoidance of exposure to unsanitary surfaces, and temperature preservation to the extent feasible. However, you acknowledge that Drivers may simultaneously carry multiple orders, may utilize their personal vehicles, bicycles, scooters, or other transportation means not subject to commercial inspection, and may be delayed or interrupted by traffic, weather, mechanical failure, or acts of third parties. Accordingly, you expressly waive any claim against EATRO for physical or aesthetic defects arising solely from transit-related causes, including sogginess, settling, sauce displacement, lukewarm temperature, or condensation, and understand that such outcomes do not constitute a breach of this Agreement, nor of any implied warranty of merchantability or fitness for a particular purpose.
In the event of delivery to an incorrect address, you must report the incident through the Platform within sixty (60) minutes of receiving notification that the order was marked “delivered.” If, upon investigation, it is determined that the incorrect address was due to your input error, autofill override, or failure to correct a previously saved address in your profile, you agree that EATRO bears no responsibility for the misdelivery and that no refund shall be due. If the error is determined to be on the part of the Driver or EATRO’s dispatch system, EATRO, in its sole discretion, may issue a credit, partial refund, or replacement, subject to availability, time sensitivity of the meal, and cooperation of the Chef.
You agree not to pursue refund claims for orders delivered more than forty-five (45) minutes after the estimated delivery window unless the food was unfit for consumption upon arrival, and such unfitness is documented in photographic or video form, promptly uploaded via the in-app complaint feature. Delays caused by third-party couriers, city traffic, road closures, parking difficulties, weather hazards, or Customer unavailability shall not constitute grounds for refund, rescheduling, or escalation.
Delivery fees shall be calculated based on distance, time of day, demand surge, or flat rates designated in your meal plan or subscription terms, and may include taxes, service fees, fuel surcharges, or regulatory compliance pass-through charges, all of which shall be itemized at checkout. You acknowledge and agree that EATRO may retain a portion of such fees as a facilitation charge and that tip is separate from the delivery fee and not allocated unless manually selected.
Any abuse of the delivery system, including repeated false complaints, refusal to accept deliveries, attempts to obtain duplicate meals, or intimidation or harassment of Drivers, shall result in immediate suspension or termination of your account and may lead to civil liability and reporting to relevant authorities. EATRO reserves the right to permanently ban Customers who demonstrate a pattern of disputes deemed dishonest, manipulative, or retaliatory.
This Section shall survive termination of the Customer’s account and shall apply retroactively to all orders completed prior to termination.
SECTION 4 — EATRO SUBSCRIPTION PASS PROGRAM: TERMS OF ENROLLMENT, BILLING STRUCTURE, PROGRAM BENEFITS, CONDITIONS OF PARTICIPATION, AND LIMITATIONS ON ABUSE
By voluntarily enrolling in and maintaining an active account under the EATRO Subscription Pass Program, hereinafter referred to as the “Subscription Pass,” you, the Customer, expressly and unconditionally agree to be legally bound by the following terms and obligations governing the structure, cost, scope, and limitations of this premium-tier feature of the EATRO Platform. You further acknowledge, represent, and warrant that your decision to opt into the Subscription Pass is made freely, without coercion, undue influence, misrepresentation, or reliance upon any undocumented claims or non-binding promotional material, and that your continued use of said Pass shall serve as conclusive evidence of your understanding and acceptance of the entirety of this Section, regardless of whether you have reviewed the contents in full, in part, or not at all. You agree that this Section supplements and does not replace or modify any other clause or obligation set forth elsewhere in this Agreement and that in the event of any conflict, the more restrictive provision shall govern.
The EATRO Subscription Pass is a paid, recurring-membership offering made available to eligible Customers who seek enhanced value, priority access, and cost-saving benefits when using the EATRO Platform. The Pass, subject to geographic availability, operational feasibility, and Chef participation, may include, but is not limited to, benefits such as zero-dollar or reduced-cost delivery fees, early access to limited-time menus or high-demand chefs, reduced service charges, exclusive promotional discounts on bundled meal plans, dedicated customer support privileges, seasonal gifts, first-look privileges for new chefs or categories, or other convenience-enhancing features as determined by EATRO in its sole discretion. The specific benefits of the Subscription Pass are dynamic, variable, and non-guaranteed, and are subject to change, suspension, expansion, replacement, or cancellation at any time, with or without prior notice, at the sole discretion of EATRO. You acknowledge and agree that the Subscription Pass is not a fixed-value membership and that your continued enrollment shall not entitle you to any locked, vested, grandfathered, or static set of benefits.
Upon subscribing, you agree to the automatic, periodic billing of your designated payment method on a monthly, quarterly, or annual basis, as selected during enrollment, and that such billing shall recur indefinitely until explicitly cancelled by you through the official in-app cancellation process. You understand that failure to complete the cancellation process in its entirety, including confirmation of the cancellation screen and compliance with system prompts, shall result in continued billing. You further agree that no partial refund or pro-rata credit shall be issued for any unused portion of a billing cycle once initiated, regardless of whether you utilized the Subscription Pass during that period. You also acknowledge that changing your meal plan type, pausing your account, or uninstalling the app does not cancel the Subscription Pass unless formally processed through the cancellation workflow. EATRO reserves the right to increase the subscription fee, alter billing cycles, or introduce tiered pricing, provided that such changes shall be disclosed through electronic means with at least ten (10) days’ advance notice, and that your continued use following the notice period shall constitute irrevocable consent to the updated terms.
The benefits of the Subscription Pass are strictly limited to the individual Customer account that subscribed and shall not be shared, transferred, gifted, sublicensed, lent, sold, or pooled among users, households, or affiliated accounts. Any attempt to share access, create duplicate accounts to exploit discounts, or otherwise circumvent user-specific restrictions shall be deemed a material breach of this Agreement and grounds for immediate suspension or permanent revocation of the Subscription Pass, without refund. You acknowledge that each account is tied to a unique combination of payment credentials, device fingerprint, and delivery patterns, and that EATRO employs automated and manual systems to detect abuse, pattern anomalies, or fraudulent activity in connection with Subscription Pass usage. EATRO may, at its sole discretion and without obligation to disclose its investigative methods, suspend benefits, flag accounts, or require re-verification at any time if fraudulent, excessive, or exploitative usage is suspected.
Use of the Subscription Pass does not guarantee the availability of all benefits at all times or in all locations. Certain chefs, regions, delivery zones, or promotional items may be excluded from Subscription Pass applicability due to operational constraints, contractual limitations with food preparers, regulatory restrictions, or menu exclusivity. You acknowledge and accept that blackout periods may apply during peak ordering days, holidays, promotional surges, or chef-imposed limitations, and that Subscription Pass benefits are not entitlements or obligations but privileges conferred solely at EATRO’s discretion. You further agree that any benefit not redeemed during an active subscription period—such as unused discounts, free deliveries, or priority slots—shall expire without compensation or rollover unless expressly stated otherwise in writing by EATRO.
Subscription Pass benefits are also subject to volume limitations and fair usage policies designed to prevent system abuse. If EATRO determines, in its unilateral and absolute judgment, that you have exceeded reasonable usage thresholds, which may be defined by order frequency, cost-to-benefit ratio, delivery density, or geographic spread inconsistent with an individual user profile, EATRO reserves the right to impose limitations, freeze your Pass benefits temporarily, alter your billing tier, or revoke the Pass entirely with or without refund. Customers found to be placing orders for fictitious recipients, coordinating pickup from non-associated parties, or engaging in manipulative refund strategies in combination with Subscription benefits shall be permanently disqualified and subject to legal recovery actions for value received.
In addition, you acknowledge that the Subscription Pass does not entitle you to preferential treatment in the event of order disputes, fulfillment failures, delivery delays, or chef-initiated cancellations. Subscription members are bound by the same complaint resolution timeline, evidence standards, and refund eligibility conditions as non-members, and EATRO shall not issue credits, perks, or reimbursements merely due to the existence of an active Subscription unless a breach of contract can be established. You agree that dissatisfaction with an individual chef, delivery experience, or single transaction does not nullify your Subscription or entitle you to relief under consumer protection laws unless such dissatisfaction constitutes egregious, recurring, and provable misconduct directly attributable to EATRO’s gross negligence or willful failure to enforce stated quality standards.
You further understand and acknowledge that cancellation of the Subscription Pass does not affect the continuation of your general EATRO user account, and that any orders placed after cancellation shall be subject to full pricing, delivery charges, and service fees without discount. You shall not be entitled to retroactive application of discounts on past orders and agree that all pricing prior to cancellation was valid under your subscription’s terms at the time of use.
EATRO reserves the right to terminate the Subscription Pass Program in its entirety, in part, or as offered in your specific region, with or without cause, upon thirty (30) days’ written or electronic notice to enrolled users. In such case, EATRO shall, at its discretion, provide a pro-rated refund for any unused portion of an annual or quarterly plan unless the termination was due to user misconduct. If you are removed from the Subscription Pass Program for any violation of terms, misuse, or fraud, you forfeit all future access to promotional pricing, discounts, and exclusive benefits and may be barred from re-enrolling at any point.
This Section shall survive cancellation of the Subscription Pass and shall remain binding for any order, credit, dispute, or legal inquiry arising out of Subscription usage, even after account closure or app deletion.
SECTION 5 — KITCHEN INSPECTIONS AND CUSTOMER ACKNOWLEDGMENT OF FOOD PREPARATION ENVIRONMENTS
You, the Customer, by voluntarily engaging with the EATRO Platform and submitting food orders for fulfillment by third-party culinary providers herein referred to as “Chefs,” do expressly acknowledge, accept, and irrevocably assume all risks, responsibilities, consequences, and potential exposures associated with the nature, condition, and regulatory status of the food preparation environments utilized by said Chefs. You understand and agree that the food you receive may be prepared not in a traditional commercial restaurant kitchen or facility licensed as a public eating establishment, but in a variety of legally permitted environments that include but are not limited to private home kitchens, ghost kitchens, shared-use commissaries, or commercial kitchens subleased from other vendors, all of which, while subject to initial onboarding and verification by EATRO, may not be under continuous governmental inspection or day-to-day supervision by public health authorities or EATRO itself. By placing an order, you affirm that you have been informed of this fact and that you choose to proceed despite the absence of restaurant-style infrastructure or full-time on-site inspection staff.
EATRO performs an internal, pre-activation vetting process for all kitchens used by its participating Chefs, including mandatory video walkthroughs, documentation of food safety practices, sanitation standards, proper equipment use, and general cleanliness. However, you agree and understand that such inspection measures, while reasonably diligent and commercially prudent, are not equivalent to a state or county health department inspection and are not intended to replace formal food safety certification by a regulatory body. You further agree that EATRO’s internal kitchen inspections are episodic, non-continuous, based upon information provided by the Chef, and limited in scope by the medium through which they are conducted (video, photo, digital submission). As such, EATRO cannot and does not warrant or guarantee that a kitchen remains in an identical condition on the day your food is prepared as it was on the day it was inspected. You assume the entire risk of relying on these inspections and accept that EATRO shall not be liable for any deviation from cleanliness or safety standards unless it can be shown through clear, admissible, and non-circumstantial evidence that EATRO had prior knowledge of an immediate and material health risk and willfully failed to act.
You further acknowledge that some of the food preparation spaces used by Chefs on the EATRO Platform are located in private homes, which may include shared family environments, residential storage areas, domestic appliances, and non-commercial-grade tools, and that these spaces may not be subject to the same fire suppression systems, pest control regimes, stainless steel fixtures, or flooring materials required by restaurants. While these kitchens may be legally permitted to operate under applicable cottage food, micro-enterprise home kitchen operation (MEHKO), or ghost kitchen statutes, you acknowledge that such environments carry an inherently different risk profile than food prepared in restaurants or licensed catering facilities. You agree to waive any claim against EATRO arising solely from the Chef’s use of a non-commercial kitchen unless the food delivered to you was indisputably proven to be hazardous, spoiled, improperly cooked, or tainted in a manner directly attributable to EATRO’s own inspection failure rather than the Chef’s negligence.
EATRO shall not be liable for food prepared in environments that contain pets, household cleaning agents, allergens, or consumer-grade equipment, provided that the Chef has made all required disclosures and adhered to standard safe practices. You agree that your use of the Platform constitutes full acknowledgment and acceptance of these food preparation environments, and you waive any and all implied warranties, assumptions, or expectations to the contrary. You further agree that, should you require meals to be prepared in commercial-grade kitchens only, it is your responsibility to limit your orders to those Chefs who explicitly indicate in their menu or profile that they operate out of ghost kitchens or commissary spaces rather than home environments.
This Section shall survive account termination and shall apply to all orders placed through the EATRO Platform from any kitchen environment, whether known, disclosed, or assumed by the Customer.
SECTION 6 — CHEF CERTIFICATION DISCLOSURE AND CUSTOMER CONSENT TO FOOD HANDLING BY INDEPENDENT PROVIDERS
You, the Customer, by accessing, browsing, registering for, or placing an order through the EATRO Platform, do hereby acknowledge, affirm, and irrevocably consent to the fundamental structure, operational framework, and contractual premise of the EATRO business model, which facilitates culinary transactions between you and independent food preparation providers, hereinafter referred to as “Chefs,” who are not employees, franchisees, legal agents, or corporate subsidiaries of EATRO Inc., but are instead third-party service providers whose offerings, meals, and kitchen activities are made available to you through EATRO’s digital platform on an as-is, independent contractor basis. By submitting an order for food through EATRO, you knowingly accept that your food will be prepared by a private individual or small-scale culinary business who may or may not have a traditional culinary background, restaurant employment history, or formal hospitality credentials, and who may be preparing meals out of a non-commercial facility, such as a residential kitchen or ghost kitchen sublet, which is legally permitted under local laws but not continuously supervised by any centralized or uniform health inspection body.
In an effort to standardize a minimum baseline of food safety knowledge among all Chefs operating on the Platform, EATRO requires, as a non-waivable prerequisite for participation, that every Chef obtain and maintain an ANSI-accredited food safety certification or such equivalent certification as may be recognized by local, county, or state public health authorities in the Chef’s jurisdiction. You acknowledge and agree that these certifications, while standardized and recognized, represent a minimum competency requirement and are not indicative of a culinary license, chef school degree, restaurant accreditation, or government health inspection report. They are individual-level safety training documents affirming that the holder has completed a standardized course in proper food handling, temperature control, allergen awareness, sanitation protocol, and contamination prevention. By placing an order with a Chef listed on the EATRO Platform, you affirm that you have been made aware of this certification requirement and that you consent to receiving and consuming food prepared by such certified individuals, even if said individuals do not operate out of a traditional commercial restaurant kitchen and may not be subject to the same daily oversight as a brick-and-mortar food establishment.
You further acknowledge that the validity, authenticity, and active status of the food safety certification provided by each Chef is reviewed, verified, and stored internally by EATRO upon the Chef’s onboarding, but that EATRO does not, and cannot, continuously re-verify the daily conduct, behavior, hygiene practices, or compliance levels of every Chef in real time. You accept and understand that certification does not equate to infallibility, that errors, oversights, and hygiene lapses may still occur, and that EATRO does not guarantee that every act taken by a certified Chef is consistent with the exact food safety protocols taught in said certification program. You expressly release EATRO from liability for any single act of negligence or deviation unless EATRO had prior written knowledge that the Chef in question had engaged in repeated or dangerous misconduct and willfully failed to act.
You further agree that your consent to receive food prepared by ANSI-certified Chefs is not contingent upon your direct review of said certification documents, and that EATRO is under no obligation to publicly publish, share, or disclose each Chef’s food handler ID number, training provider, or date of issuance unless required by court order, subpoena, or government mandate. You agree that your trust in the certification process is a matter of personal choice and that, should you elect not to receive food prepared by independent Chefs certified through EATRO’s internal process, your sole recourse is to refrain from placing orders through the Platform. You also acknowledge that no refund, credit, or exchange shall be provided on the basis that a Chef is “only” ANSI certified or that the Chef lacks formal restaurant training.
In addition to food handler certification, you acknowledge that Chefs may be required, under state or municipal law, to hold additional licenses, permits, registrations, business entity documents, or kitchen operation approvals specific to their locality. You agree that EATRO’s requirement for food handler certification does not constitute a representation that all local legal obligations have been met and that it is not EATRO’s duty to enforce compliance with municipal food laws beyond those disclosures and representations submitted by the Chef. If you believe that a Chef has falsely represented their certification status or is operating outside of their legal scope, you agree to notify EATRO through the designated complaint channel with specific, verifiable documentation. EATRO reserves the right, but not the obligation, to investigate and take appropriate remedial action, including temporary suspension or permanent removal of the Chef from the Platform.
You further acknowledge that, by ordering food from any Chef on the EATRO Platform, you assume the full and unqualified risk of food consumption based on the Chef’s training, preparation practices, environmental conditions, and packaging methods, and that EATRO disclaims all liability for allergic reactions, food sensitivities, religious dietary conflicts, or other consumption-related issues arising from the manner in which the food was prepared unless the issue is a direct result of a defect or failure in the food safety training itself or a platform-level failure to enforce mandatory compliance.
This Section shall remain binding and enforceable regardless of whether your account is active, suspended, or closed, and shall apply to all orders submitted to Chefs, whether the Customer reviewed the Chef profile or placed the order through automated or promotional routing.
SECTION 7 — FOOD SAFETY, ALLERGEN DISCLOSURE, AND CUSTOMER ASSUMPTION OF RISK IN CONSUMPTION OF PREPARED FOOD PRODUCTS
You, the Customer, by voluntarily accessing, registering with, and placing food orders through the EATRO Platform, do hereby expressly acknowledge, affirm, and consent to the full and unambiguous assumption of all risks, exposures, liabilities, and adverse consequences that may result from the handling, preparation, packaging, storage, transport, or consumption of food products, beverages, garnishes, sauces, condiments, sides, or any other edible item prepared and delivered through independent third-party Chefs operating on the Platform. You understand and agree that EATRO Inc. is a digital technology company, not a food manufacturer, restaurant operator, catering entity, or health regulatory body, and that EATRO does not itself produce, store, or come into physical possession of any food, nor does it employ, supervise, or manage the Chefs who create the meals available on the Platform. Therefore, you, the Customer, assume full personal and legal responsibility for all consequences associated with the consumption of meals ordered through the Platform, including but not limited to allergic reactions, food sensitivities, digestive discomfort, cultural or religious dietary violations, foodborne illnesses, or any other physiological response or adverse event linked to the ingestion of food acquired via EATRO.
You further acknowledge and agree that while EATRO requires its participating Chefs to maintain an ANSI-accredited food safety certification, and while it mandates the disclosure of certain known allergens within the menu-building and meal-listing features provided by the Platform, such measures do not constitute a warranty or guarantee that the food you receive will be allergen-free, cross-contact-free, or produced in a facility that is free of substances which may trigger a reaction. You understand that EATRO’s allergen warnings are populated based on information input by the Chefs themselves, that such disclosures are provided on an “as-is” basis, and that EATRO does not independently audit, chemically test, or verify the presence or absence of allergens in food prior to delivery. You agree that you bear the full responsibility for reviewing all available allergen disclosures, ingredient lists, and menu descriptions before placing an order and that, if you have a medical condition that renders you highly sensitive to common allergens including, but not limited to, peanuts, tree nuts, dairy, gluten, soy, shellfish, sesame, or eggs, it is your sole and exclusive responsibility to confirm the Chef’s ingredient handling procedures or, where uncertainty exists, to abstain from placing the order altogether. You agree not to rely solely on iconography, shorthand allergy tags, or casual labeling on the Platform when making decisions that affect your health and safety.
By accepting this Agreement and proceeding to order food through the Platform, you waive and relinquish any and all claims, rights, entitlements, demands, or causes of action—whether in contract, tort, equity, or any other legal theory—against EATRO for damages, injuries, illnesses, or losses arising out of your exposure to any allergen, contaminant, or undisclosed ingredient in food received from a Chef, unless it can be proven by clear and convincing evidence that EATRO knowingly allowed a Chef to operate on the Platform despite receiving documented, specific, and repeated complaints involving the same allergen-related error and that EATRO willfully refused to take action, thereby acting with gross negligence or reckless indifference. You expressly agree that EATRO shall not be liable for isolated incidents, individual reactions, minor packaging mislabeling, or ingredient confusion when the Chef in question has otherwise adhered to the allergen disclosure system and holds a valid food safety credential.
You further acknowledge that Chefs participating on the Platform may operate in private home kitchens, shared spaces, or ghost kitchens that may contain open food storage, non-segregated shelving, shared cooking equipment, non-industrial ventilation, or domestic appliances previously used in the preparation of allergen-containing food items. While EATRO may request and review written allergen protocols from the Chef at the time of onboarding, you understand and accept that real-time enforcement, daily inspection, and environmental allergen testing are not within the scope of EATRO’s operations, and you therefore agree that trace allergens may be present despite reasonable efforts by the Chef to maintain safety. You waive any right to assert a claim based solely on the possibility of cross-contact or the lack of a dedicated allergen-free facility.
Additionally, you acknowledge that cultural or religious dietary requirements—such as halal, kosher, vegetarian, vegan, Jain, Ayurvedic, or Buddhist-aligned meals—may be marked on the Platform by Chefs based on self-identification and customer targeting strategies, and that EATRO does not validate or authenticate religious dietary claims through third-party certifiers unless explicitly stated in the Chef’s listing. If you require strict adherence to religious dietary laws, you agree to verify with the Chef directly through the Platform’s communication tools or abstain from ordering when certification status is unclear. You release EATRO from liability for any spiritual, cultural, emotional, or community harm resulting from the consumption of food that does not meet your personal religious dietary standards unless EATRO affirmatively misrepresented a Chef’s status.
In the event that you experience an adverse reaction to any food ordered through EATRO—whether due to spoilage, contamination, mislabeling, improper cooking, or allergic exposure—you agree to report the issue in writing via the Platform’s complaint or help interface within no more than seventy-two (72) hours of the incident, providing detailed photographs, medical documentation if applicable, a timeline of consumption, and a description of the item consumed. You agree to cooperate with any investigation initiated by EATRO and further understand that refunds, credits, or escalated remedies are not guaranteed and will be issued solely at EATRO’s discretion based on the credibility, completeness, and verifiability of the claim. You agree not to file a chargeback or legal action related to food safety unless this complaint procedure has been exhausted in good faith and EATRO has refused to resolve the matter in accordance with its published policies.
This Section shall apply to all meals ordered through the Platform, regardless of cuisine type, Chef location, or delivery method, and shall remain in full force and effect even after your account is suspended, closed, or otherwise deactivated.
SECTION 8 — ORDERS, CANCELLATIONS, AND REFUNDS: CUSTOMER AGREEMENT TO TRANSACTIONAL TERMS AND LIMITATIONS ON REMEDIES
You, the Customer, by initiating, submitting, or confirming any food order through the EATRO Platform, whether via mobile application, website interface, or authorized third-party integration, do hereby affirm, acknowledge, and irrevocably agree that each and every order submitted constitutes a legally binding, irrevocable commercial offer to purchase the items, goods, services, and accompanying logistics specified therein, subject to final acceptance and fulfillment by the independent culinary service provider (“Chef”) to whom such order is transmitted via the Platform. You further understand and agree that EATRO Inc., as a digital facilitator and non-preparer of food, does not itself accept or reject orders, but rather relays your request to the relevant Chef, who shall determine, in their sole discretion, whether to accept, reject, or cancel the order based on availability, ingredient inventory, operational readiness, kitchen status, or any other circumstance deemed relevant by the Chef. EATRO does not guarantee that any order placed through the Platform will be accepted or fulfilled, and no liability shall attach to EATRO in the event a Chef declines or fails to fulfill an order for any reason whatsoever, provided EATRO did not materially misrepresent the Chef’s availability or willfully suppress known scheduling conflicts.
Upon submission of your order and automated confirmation by the Platform interface (which may include but is not limited to in-app confirmation, push notification, email receipt, or SMS verification), the Chef may begin preparation immediately and incur irreversible costs in terms of ingredient use, labor, equipment deployment, and packaging. Therefore, you agree that cancellation of an order after confirmation is not guaranteed and shall be honored only at the discretion of the Chef or as otherwise stipulated in the Chef’s specific cancellation policy, which may be published within the listing, profile, or item description. You agree that placing an order on the Platform constitutes an immediate and final authorization for payment and a contractual commitment to accept the item if delivered, and that a change of mind, delayed hunger, duplicate submission, disinterest in the food, or a scheduling inconvenience does not constitute legal or commercial grounds for cancellation or refund. You further agree that once an order has entered the “preparing,” “cooking,” or “out for delivery” phase as marked within the Platform, it is deemed in-progress and non-cancellable under ordinary circumstances.
In the event you attempt to cancel an order before it has begun preparation, you understand that such a request is subject to Chef approval and does not automatically result in refund eligibility. Even if a Chef approves cancellation, you agree that a service fee, cancellation penalty, or minimum compensation to the Chef for partial work performed may be withheld from the refund amount, at the discretion of EATRO or as permitted under the Chef’s published terms. You expressly waive any claim that a refund is due in full unless the cancellation occurred before the Chef accepted the order or before any work commenced, and such cancellation was confirmed in writing through the Platform’s help center or customer care team.
You agree that all refund requests must be initiated through the designated channels provided by EATRO, including but not limited to the “Help” button, in-app chat, or official email support contact. You acknowledge that complaints or refund demands made via social media, outside review platforms, or external communications not logged through EATRO’s internal systems may not be recognized as formal claims and shall not entitle you to resolution. All refund requests must be submitted within seventy-two (72) hours of the scheduled delivery window and include the order number, a detailed description of the issue, any supporting evidence (including photographs if applicable), and the specific remedy being sought. Failure to provide a coherent, well-documented complaint within this time frame shall constitute a waiver of your right to seek a refund or credit.
You understand and agree that EATRO’s issuance of refunds, credits, reorders, or other remedial compensation is discretionary and that the existence of dissatisfaction does not entitle you to automatic financial restitution. Refunds shall not be granted for minor aesthetic issues, subjective flavor preferences, order size dissatisfaction, mild delays not exceeding thirty (30) minutes, or any other non-material defects not rising to the level of substantial unfitness for consumption. You further agree that a full refund shall not be issued for any order that was partially consumed, unless the portion consumed can be demonstrated to have caused verifiable harm or illness and such harm is documented through medical evidence or photographic support. You may be required to return the uneaten portion for investigation, and failure to do so may affect refund eligibility.
In the event of a duplicate charge, erroneous billing, or payment processing failure directly traceable to EATRO’s payment system or third-party processor (e.g., Stripe, Square, or another payment gateway), you agree to notify EATRO immediately, and EATRO shall, upon confirmation of such error, issue a prompt correction or refund. However, you agree that chargebacks filed through your financial institution without first engaging EATRO’s resolution process in good faith shall constitute a material breach of this Agreement and may result in the suspension or permanent termination of your Customer account. EATRO reserves the right to contest such chargebacks by submitting transaction logs, screenshots, correspondence, time stamps, and GPS delivery data to the issuing bank, and you agree that EATRO may seek legal fees and recovery costs if such disputes are found to be baseless or fraudulent.
Refunds, if issued, may be provided in the form of a direct return to your payment method, a promotional credit usable within the Platform, or a discount code for future orders. The form of the refund shall be at the sole discretion of EATRO and may vary based on the circumstances of the case, prior history, or user conduct. You acknowledge and agree that refunds may take up to fourteen (14) business days to process, depending on the financial institution involved, and that EATRO is not liable for delays caused by banks, payment processors, or credit card issuers.
In no event shall the total cumulative liability of EATRO to you for any cancellation or refund-related claim exceed the amount actually paid by you for the specific order at issue, and you expressly waive any entitlement to punitive damages, consequential losses, loss of appetite, emotional distress, or incidental costs such as missed meals, gas used to retrieve food, or costs of alternate dinner arrangements. You also acknowledge that refund limits may apply to promotional orders, discounted meal plans, or Subscription Pass customers, and that credits earned under promotions may not be refundable under any circumstance.
This Section shall apply to all orders, whether one-time, subscription-based, or event-driven, and shall remain enforceable regardless of whether your account is later closed, deactivated, or banned.
SECTION 9 — PAYMENT TERMS AND CUSTOMER AUTHORIZATION FOR TRANSACTIONAL CHARGES
You, the Customer, by initiating, confirming, or submitting any order through the EATRO Platform, hereby affirm, represent, and irrevocably agree that all charges incurred, displayed, or presented to you at the time of checkout—whether consisting of item costs, applicable sales tax, delivery fees, service-related charges, surcharges, tips, subscription payments, promotional adjustments, or other authorized costs—are clear, knowable, and binding at the moment of submission, and that such charges shall be fully and immediately collectible by EATRO Inc. or its third-party payment processor without need for additional confirmation, secondary authorization, or post-transaction consent. You acknowledge that the price shown to you at checkout is inclusive of all applicable costs related to your order, that it reflects the total you have agreed to pay, and that once the order is submitted, you are legally and financially bound to remit payment in full and without delay, dispute, or subsequent retraction, subject only to the exceptions and refund procedures explicitly set forth in this Agreement.
You further agree that the visibility of pricing, tax estimates, optional tip entry fields, and any applicable service or delivery fees are presented to you with sufficient clarity and specificity prior to final submission, and that your act of clicking “Place Order,” “Submit,” or any other confirmation button constitutes full acceptance of the amount shown, regardless of whether you have reviewed each individual line item or merely accepted the total price. You waive any and all claims based on alleged confusion, pricing surprise, or fee dissatisfaction following confirmation, and you agree that all such charges are lawful, authorized, and enforceable, provided they were displayed at the time of order submission. You further acknowledge that promotions, discounts, or coupon-based pricing adjustments may vary from order to order, and that EATRO is under no obligation to retroactively apply promotional offers to prior purchases.
You understand and agree that once your payment has been successfully processed, EATRO is under no obligation to provide you with an internal accounting of how funds are allocated, distributed, managed, reinvested, compensated, or shared with third parties involved in the preparation, fulfillment, or delivery of your order. You acknowledge that the nature of the Platform as a technology and coordination service necessitates relationships with independent culinary providers, delivery agents, software vendors, payment processors, and operational support systems, and that the manner in which EATRO compensates those parties is proprietary, confidential, and commercially sensitive. You agree that you have no right, entitlement, or expectation to inspect, audit, or inquire into EATRO’s internal cost structure, profit margin, pricing algorithms, or commercial terms with any affiliated provider.
You also understand and agree that EATRO may, at its discretion, apply minor rounding adjustments, tax rate calibrations, service charge updates, or surcharges required by local regulations, and that such variations may affect the final charge amount by a negligible margin, which you agree to accept without objection or claim. You acknowledge that tax rates are determined based on your delivery address and local jurisdictional requirements and that EATRO acts in good faith to apply the correct tax structure to every transaction based on the information available at the time of order. You further agree that tips, gratuities, or other voluntary contributions made at checkout are non-refundable and are submitted entirely at your discretion.
In the event of any disputed charge, suspected double billing, or perceived error in the final transaction amount, you agree to contact EATRO’s customer support team through the designated in-app or email-based complaint channel within seventy-two (72) hours of the transaction, and to allow a minimum of five (5) business days for EATRO to investigate and respond prior to initiating any chargeback, payment reversal, or formal dispute through your card issuer or financial institution. Failure to follow this resolution procedure may result in account suspension, loss of platform access, and cancellation of any promotional eligibility. You further agree that repeated chargebacks or payment disputes submitted without merit, abuse of the financial remediation system, or use of bank procedures as a substitute for platform-level complaint resolution shall constitute a material breach of this Agreement and may expose you to legal liability.
This Section shall survive all terminations, cancellations, deactivations, or expirations of your account and shall remain fully enforceable with respect to any past, pending, or future transaction processed through the EATRO Platform.
SECTION 10 — REVIEWS, RATINGS, AND USER-GENERATED CONTENT: CUSTOMER LICENSE GRANT, CONTENT RESPONSIBILITY, AND WAIVER OF CLAIMS ARISING FROM PLATFORM FEEDBACK SYSTEMS
You, the Customer, by submitting, publishing, uploading, transmitting, displaying, or otherwise providing any form of written, verbal, visual, audio, symbolic, or digital content to the EATRO Platform—including but not limited to text-based reviews, star ratings, emojis, food photos, dish comments, testimonials, feedback responses, satisfaction polls, or related expressions of opinion or sentiment, whether posted voluntarily, prompted by the application, or solicited through system notifications—do hereby affirmatively, irrevocably, and without further compensation, grant to EATRO Inc., its successors, assigns, licensees, and authorized affiliates, a fully-paid, royalty-free, perpetual, worldwide, non-exclusive, sublicensable, and transferable license to use, display, reproduce, publish, republish, modify, excerpt, adapt, translate, store, index, archive, transmit, broadcast, distribute, and otherwise exploit such content for any purpose whatsoever, including but not limited to marketing, promotional displays, public testimonials, customer engagement, performance evaluation of Chefs, algorithmic ranking, customer service training, quality control initiatives, or other internal or external use as determined by EATRO in its sole and absolute discretion.
You further agree and warrant that all content submitted by you through the EATRO Platform is wholly original, not plagiarized, not defamatory, not infringing upon the intellectual property rights of any third party, not violative of any confidentiality obligation, and not in breach of any nondisclosure, privacy, or contractual restriction to which you are subject. You acknowledge that you are solely and exclusively responsible for the content you post, that you shall be held legally accountable for the consequences of said content, and that EATRO shall bear no obligation to monitor, edit, filter, fact-check, or otherwise moderate your content prior to its publication unless required to do so by law, court order, or regulatory intervention. You further agree to indemnify and hold harmless EATRO from any and all claims, liabilities, lawsuits, damages, costs, or judgments arising from your submission of false, misleading, defamatory, libelous, hateful, obscene, racially offensive, harassing, threatening, or otherwise objectionable content, regardless of whether such content was posted with or without malicious intent.
You understand and agree that EATRO may, but is not obligated to, remove, delete, suppress, hide, de-index, or demote any content posted by you, whether in response to a complaint, a Chef’s request, a violation of platform standards, or a perceived risk to EATRO’s business reputation, user experience, or legal compliance strategy. You waive any right to object to the removal or alteration of your content and expressly disclaim any expectation of permanence, visibility, or guaranteed publication of any review, rating, or comment. You further acknowledge that EATRO may retain copies of your submitted content in backup archives or data logs, even if said content has been deleted from public display, and that such data may be accessed, audited, or analyzed for quality assurance, legal defense, or business intelligence purposes.
You acknowledge and agree that star ratings, numerical scores, or emoji-based sentiment inputs provided on the EATRO Platform are interpreted, weighted, and algorithmically processed in conjunction with other user behaviors to generate dynamic Chef rankings, performance metrics, and visibility tiers, and that the impact of your feedback on a Chef’s standing may be significant, cumulative, and commercially consequential. As such, you agree to act in good faith when submitting ratings, to avoid intentionally manipulating the feedback system, and to refrain from retaliatory reviews, spam submissions, competitor sabotage, or attempts to extort compensation in exchange for favorable ratings. You agree not to post a negative review for the sole purpose of securing a refund, credit, or promotional benefit, and you understand that repeated attempts to coerce customer service with review threats may result in the suspension or permanent banning of your account.
You also understand that Chefs may respond to your reviews or report them as inappropriate through EATRO’s internal moderation system, and that EATRO reserves the right to conduct an investigation into the factual accuracy or abusive tone of your comments. You agree to cooperate with any such inquiry and, where requested, to revise or retract content that is proven to be factually incorrect or violative of EATRO’s platform policies. You acknowledge that Chefs have no obligation to respond to your reviews, and that the presence or absence of a response does not reflect endorsement, agreement, or liability on their part.
In the event that your review, rating, or comment causes reputational harm, economic damage, or disruption to a Chef or another Customer, and such harm is proven to result from false, inflammatory, or misleading claims made knowingly or recklessly by you, EATRO reserves the right to disclose your identity to the affected party if legally compelled to do so, and you agree that such disclosure shall not constitute a breach of EATRO’s Privacy Policy or any express or implied confidentiality. You also agree that reviews posted anonymously, or under a username, are nonetheless legally attributable to you and may be included in arbitration proceedings, subpoenas, or other legal processes arising from disputes involving defamation, harassment, or commercial interference.
This Section shall apply to all content posted or submitted by you to the EATRO Platform, whether textual, photographic, audio, video, graphical, or symbolic in nature, and shall remain enforceable and irrevocable even after your account has been terminated, closed, or deleted.
SECTION 11 — DATA PRIVACY AND INFORMATION SECURITY: CUSTOMER CONSENT TO COLLECTION, STORAGE, USE, AND SHARING OF PERSONAL DATA UNDER PLATFORM OPERATIONS
You, the Customer, by accessing, browsing, registering with, or otherwise interacting with the EATRO Platform, including but not limited to the mobile application, website, order interfaces, live chat tools, or customer support portals, do hereby knowingly, voluntarily, and affirmatively consent to the systematic, ongoing, and legally permissible collection, processing, storage, transfer, archival, backup, sharing, analysis, and commercial utilization of your personal information, usage metadata, behavioral patterns, transaction history, and device-level identifiers, all of which are gathered, managed, and protected under the governing terms of this Agreement, EATRO’s separate but incorporated Privacy Policy, and any and all applicable data protection statutes, including but not limited to the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR) as applicable to international users, the Children’s Online Privacy Protection Act (COPPA), the Electronic Communications Privacy Act (ECPA), and any future federal or state legislation applicable to data processing by entities operating in the United States.
By creating an account, entering your name, address, contact number, email address, delivery location, dietary preferences, order history, payment credentials, profile image, messaging history, rating data, or any other personally identifying information (“Personal Data”), you consent to the lawful collection and use of such data for the specific, limited, and operationally necessary purposes of verifying your identity, processing your orders, coordinating deliveries, communicating transactional updates, detecting fraud, improving the functionality and user experience of the Platform, enforcing safety and hygiene protocols, and facilitating compliance with applicable tax, legal, or health-related obligations. You further understand and agree that your data may be used for customer profiling, segmentation, retention modeling, advertising performance analysis, algorithmic optimization of meal recommendations, or other internal improvements to system performance, provided that your data is not sold to unaffiliated third parties for marketing purposes without your explicit, opt-in consent, and subject to all required notices under law.
You acknowledge that EATRO stores your data in encrypted digital repositories hosted by commercially secure cloud infrastructure providers that may be located within or outside of your jurisdiction of residence and that such data may be subject to lawful requests from foreign or domestic law enforcement, administrative agencies, tax authorities, or public health departments if reasonably related to investigations, subpoenas, audits, public safety crises, or national security concerns. You waive any right to challenge the geographic location of EATRO’s data centers and agree that data transfers may occur cross-border and interjurisdictionally without notice, provided they are done with reasonable security controls in place and not in violation of law.
You further agree and acknowledge that EATRO uses industry-standard SSL/TLS encryption protocols, tokenized payment processors (such as Stripe), secure user authentication systems (including password encryption, optional biometric login, or two-factor authentication where applicable), and role-based access controls to protect your sensitive personal and financial data from unauthorized access. However, you also acknowledge that no system, whether physical, digital, or hybrid in nature, is entirely immune to intrusion, breach, malware, cyberattack, force majeure compromise, or inadvertent exposure caused by human error, and you therefore waive any right to absolute data integrity or uninterrupted confidentiality. In the event of a known or suspected data breach affecting your personal information, EATRO shall comply with its obligations under state breach notification laws and shall provide timely notice, mitigation strategies, and remediation procedures as required, but you agree that EATRO’s liability shall be limited to actual, documented damages caused by willful or grossly negligent data mishandling on its part, and that you shall not be entitled to speculative damages, loss of goodwill, punitive claims, or reputational harm unaccompanied by direct financial injury.
You also acknowledge and agree that your interactions with the Platform—including keystroke logs, search queries, scroll behavior, menu preferences, browsing duration, and engagement with reviews—may be recorded through first-party cookies, analytic pixels, session trackers, and anonymized telemetry in order to personalize your user experience, improve Platform stability, prevent fraud, and analyze aggregate trends. By continuing to use the Platform, you consent to the placement and reading of such cookies and trackers, and you further agree that blocking cookies may interfere with the Platform’s core functionalities, including login persistence, checkout reliability, and order tracking. Where required by law, EATRO shall present you with opt-in banners, cookie preference centers, or similar mechanisms to configure your tracking settings, and your choices shall be honored within the technical capabilities of the Platform’s design.
EATRO shall not disclose your Personal Data to other Customers, Chefs, Drivers, or third parties except to the extent required for the operational fulfillment of your order. This includes, but is not limited to, the sharing of your name, delivery address, phone number, special instructions, or allergy alerts with the assigned Chef and Driver. You agree that such disclosures are essential to the provision of services and do not constitute a breach of privacy. You further acknowledge that your reviews, ratings, profile photo (if uploaded), and first name or username may be publicly displayed or partially anonymized depending on the Platform’s current configuration and community moderation settings.
In the event you wish to request access to your data, correct errors, download a copy of your stored information, or permanently delete your account, you may do so by contacting EATRO through the privacy request interface specified in the Privacy Policy. EATRO shall honor such requests within the time limits and scope required by applicable law, but you acknowledge that certain data may be retained for legal, regulatory, accounting, or fraud-prevention reasons, even after your account is closed. You waive any demand for the destruction of transactional data, order history, or internal correspondence that must be preserved by law or as part of a good-faith legal hold or audit trail.
This Section shall survive the termination, suspension, or expiration of your account and shall remain binding and enforceable with respect to any data collected, stored, or processed during the period of your use of the Platform.
SECTION 12 — DISCLAIMERS AND LIMITATIONS OF LIABILITY: CUSTOMER WAIVER OF CERTAIN CLAIMS, REMEDIES, WARRANTIES, AND DAMAGES
You, the Customer, by using the EATRO Platform in any capacity—whether by browsing, registering, submitting a food order, redeeming a promotion, purchasing a Subscription Pass, submitting feedback, or engaging with any chef or driver via the Platform—do hereby acknowledge, understand, and unconditionally agree that your use of the Platform and its services is undertaken entirely at your own sole risk, and that the Platform, its parent entity EATRO Inc., all affiliates, officers, directors, agents, employees, subcontractors, vendors, partners, licensors, licensees, delivery personnel, and third-party service providers (collectively referred to as the “EATRO Parties”) expressly disclaim, to the maximum extent permitted by law, any and all warranties, express or implied, statutory or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, suitability, reliability, timeliness, non-infringement, uninterrupted performance, data accuracy, order precision, allergy avoidance, meal safety, or the absence of errors, defects, malware, or system failures during your use of the Platform or consumption of products purchased through it.
You expressly agree and acknowledge that EATRO makes no representations or warranties whatsoever, either verbal, written, implied, or assumed, that the food, services, user experience, order timing, or outcomes derived from the Platform will meet your personal expectations, dietary needs, lifestyle objectives, time constraints, religious requirements, or quality standards, nor does EATRO guarantee that the Platform will remain uninterrupted, error-free, secure, fully functional, or continuously available in all jurisdictions or at all times. EATRO does not warrant that any errors in the software or content will be corrected, nor that any messages sent through the Platform will be received or delivered on time. You understand and agree that interruptions to service, data latency, incorrect delivery estimates, pricing errors, or inaccuracies in order confirmation do not constitute breaches of this Agreement, nor do they entitle you to damages, refunds, or performance credits beyond those specifically outlined in other sections herein.
EATRO disclaims all responsibility for the actions, omissions, behavior, cleanliness, professionalism, punctuality, food safety practices, customer interaction, and hygiene protocols of any third-party Chef or delivery provider operating on the Platform. You agree and affirm that EATRO does not control, supervise, or monitor the minute-to-minute conduct of independent contractors who prepare, package, or deliver your food, and therefore EATRO cannot and does not guarantee that your food will be handled in compliance with every possible health standard, allergy restriction, or idealized culinary presentation. You understand and accept that EATRO’s internal safety and onboarding procedures, while thorough and commercially reasonable, do not equate to regulatory oversight or perpetual kitchen monitoring.
To the fullest extent permitted by applicable law, you agree that in no event shall EATRO or the EATRO Parties be liable to you or to any third party for any indirect, incidental, special, consequential, exemplary, punitive, or reliance damages whatsoever, including but not limited to damages for loss of profits, loss of goodwill, loss of business opportunity, interruption of services, data corruption, emotional distress, reputational harm, or personal inconvenience, arising from or related to your use of the Platform, even if such damages were foreseeable or even if EATRO was advised of the possibility of such damages. Furthermore, you agree that EATRO’s aggregate, cumulative, and total liability to you for any and all claims arising from or related to the use of the Platform—whether in contract, tort, equity, negligence, strict liability, product liability, warranty breach, or any other legal theory—shall not exceed the total amount actually paid by you to EATRO for the specific transaction giving rise to the claim, or one hundred U.S. dollars ($100.00), whichever is less.
You further agree that no cause of action arising out of or related to the use of the Platform or these Terms may be brought by you more than one (1) year after the occurrence of the event giving rise to such claim, and that failure to assert a claim within said limitation period shall constitute an absolute and irrevocable bar to that claim. You waive any right to assert claims beyond this limitation period, regardless of any statute of limitations that might otherwise apply.
This Section shall survive any termination, expiration, or suspension of your account and shall apply to all historical, current, and future use of the Platform.
SECTION 13 — DISPUTE RESOLUTION AND ARBITRATION: MANDATORY ARBITRATION, WAIVER OF CLASS ACTIONS, AND CHOICE OF VENUE
You, the Customer, and EATRO Inc. (including its affiliates, successors, and assigns) hereby agree that any and all disputes, claims, controversies, grievances, allegations of wrongdoing, contractual disagreements, tortious conduct, statutory violations, or equitable requests for relief arising out of or relating in any way to your use of the EATRO Platform, the conduct of EATRO, its Chefs or Drivers, the content of this Agreement, or the interpretation, enforceability, arbitrability, or scope of this Agreement (collectively, “Disputes”), shall be resolved exclusively and irrevocably through final, binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules or other successor procedural framework then in effect at the time of the dispute, and judgment upon the arbitrator’s award may be entered in any court of competent jurisdiction.
You agree that arbitration shall take place before a single arbitrator, mutually agreed upon or appointed in accordance with AAA rules, and shall be conducted in the English language in the state and county where EATRO maintains its principal office unless another mutually agreed-upon location is selected in writing. You further agree that the arbitration shall be confidential, closed to the public, and that all filings, proceedings, evidence, transcripts, and awards shall remain sealed and not disclosed to any non-party except as required to enforce the award in a court of law or as compelled by subpoena or legal mandate.
You understand and agree that by entering into this arbitration agreement, you and EATRO are waiving your respective rights to a jury trial, class action, representative action, consolidated proceeding, or any other form of group litigation. All claims shall be brought in your individual capacity only, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator shall not have the authority to hear, arbitrate, or consolidate claims on a class-wide basis and may award relief only to the individual claimant and only to the extent necessary to provide relief warranted by that individual’s specific circumstances. Any attempt to arbitrate a class claim shall be deemed void, severable, and grounds for immediate dismissal of such claims.
The costs of arbitration, including arbitrator fees, administrative expenses, and filing costs, shall be governed by AAA’s applicable fee schedule; however, EATRO agrees to bear the initial filing fee up to the amount of one hundred U.S. dollars ($100.00) for any arbitration initiated by a Customer, provided that the claim is non-frivolous and asserted in good faith. Each party shall bear its own attorney’s fees, costs, and expenses unless otherwise awarded by the arbitrator under applicable law.
You and EATRO further agree that either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent or enjoin imminent or ongoing harm that cannot be remedied adequately through monetary relief or post-hoc arbitration. Any such application for interim relief shall not be deemed a waiver of the obligation to arbitrate the underlying claims.
This agreement to arbitrate shall survive the expiration, suspension, termination, or deletion of your Customer account and shall remain binding for any dispute related to prior use of the Platform or enforcement of this Agreement. If any provision of this arbitration clause is found to be unenforceable, it shall be severed to the extent necessary to preserve the remaining arbitration terms.
SECTION 14 — FORCE MAJEURE: EXCUSABLE NON-PERFORMANCE, SERVICE INTERRUPTION, AND RELEASE FROM LIABILITY DURING EVENTS BEYOND CONTROL
You, the Customer, by entering into this Agreement and by continuing to access, browse, or engage with the EATRO Platform in any manner whatsoever, do hereby expressly acknowledge, accept, and irrevocably agree that EATRO Inc., including but not limited to its officers, directors, employees, affiliates, contractors, service providers, Chefs, Drivers, logistics partners, infrastructure vendors, licensors, and representatives, shall not be held liable, accountable, culpable, or financially responsible, either in whole or in part, for any failure, refusal, delay, omission, degradation, suspension, disruption, or deviation in the performance of any obligation, functionality, service, transaction, communication, or delivery arising under or related to this Agreement or your use of the Platform, to the extent such failure or non-performance is caused directly or indirectly by an event, condition, act, occurrence, or circumstance that is beyond the reasonable control of EATRO and which could not have been avoided, prevented, or mitigated by the exercise of commercially reasonable foresight, planning, diligence, or contingency preparation by EATRO or any party acting on its behalf.
Without limiting the generality of the foregoing, such excusable events, collectively referred to herein as “Force Majeure Events,” shall include but not be limited to: acts of God; acts of war; military action; cyberattacks; terrorism or threats thereof; acts of civil or military authority; embargoes; riots; civil disturbances; public health emergencies; pandemics; epidemics; quarantine restrictions; government mandates; judicial orders; regulatory closures; utility failures; natural disasters including floods, hurricanes, tornadoes, earthquakes, wildfires, or tsunamis; transportation stoppages; labor strikes or industrial disputes; supplier failures; communication outages; system downtime due to third-party hosting or payment service outages; internet service interruptions; denial-of-service attacks; power grid failures; fuel shortages; international conflicts; supply chain disruption; or any other event which materially impairs EATRO’s ability to perform its contractual duties, whether foreseen or unforeseen, and whether arising from human conduct, technological fault, governmental intervention, or environmental causes.
You expressly agree that in the occurrence of any Force Majeure Event as defined herein, EATRO shall be excused from performance for the duration of the interfering event and for such additional time as may be required to reasonably restore operations, and that during this period you shall not be entitled to refunds, damages, replacements, credits, or remedies of any kind for any interrupted order, delayed service, unfulfilled transaction, or communication failure arising from or related to the said event. You acknowledge that EATRO shall not be considered to be in default or breach of contract if its performance is hindered, delayed, or prevented in whole or in part by such Force Majeure conditions, and that no penalty, deduction, or consequence shall arise therefrom.
You further agree and understand that EATRO shall not be responsible for the accuracy or timeliness of information made available on the Platform during a Force Majeure Event, including the ability to update Chef availability, delivery time estimates, payment processing status, or emergency service notifications, and that any reliance you place on such data during a Force Majeure occurrence is at your sole and personal risk. Additionally, you agree that EATRO shall not be obligated to notify Customers individually of each and every Force Majeure disruption, but may post a generalized Platform-wide notice or alert as sufficient legal and operational disclosure.
To the extent practicable and commercially feasible, EATRO shall use reasonable efforts to resume normal Platform functions and service levels following the conclusion of any Force Majeure Event; however, you agree that recovery time, performance ramp-up, and restored availability of features, Chefs, delivery windows, and user interfaces may vary depending on the nature and severity of the event, and that you shall not claim loss or damages during this transitional period. You also agree that EATRO has no obligation to retroactively fulfill any order, replicate any expired promotion, or make good on any discounted price that was missed due to Force Majeure interference.
This Force Majeure clause shall operate independently of and in addition to any other limitation of liability or disclaimer provisions contained elsewhere in this Agreement, and shall survive the suspension, deactivation, or termination of your Customer account.
SECTION 15 — SEVERABILITY: PRESERVATION OF AGREEMENT ENFORCEABILITY IN THE EVENT OF PARTIAL INVALIDITY
You, the Customer, hereby acknowledge, accept, and expressly agree that in the event any provision, clause, phrase, sentence, paragraph, subsection, or operative part of this Terms and Conditions of Service Agreement—or any amendment, addendum, appendix, incorporated policy, exhibit, or future modification thereof—is determined by a court of competent jurisdiction, an arbitrator appointed in accordance with the dispute resolution procedures set forth herein, or a governmental or regulatory authority with valid and binding jurisdiction, to be illegal, invalid, void, voidable, unenforceable, unconscionable, or otherwise inoperative under applicable law, statute, ordinance, regulation, public policy, or judicial precedent, such portion of the Agreement shall be deemed severed and excised from the remainder of the Agreement solely to the extent required to render the Agreement lawful and enforceable, and shall not operate to impair, diminish, negate, revoke, or invalidate the remainder of the Agreement in whole or in part.
You expressly agree that any such finding of unenforceability, illegality, or invalidity shall apply only to the specific provision so identified and shall not be construed to affect the legality, validity, or enforceability of any other portion, term, covenant, clause, or condition contained herein, all of which shall remain in full force and effect and binding upon the parties as though the offending portion had never been included, except to the extent that such provision is essential to the core legal and operational purpose of this Agreement. You further agree that if the invalidated provision can be modified, narrowed, rephrased, interpreted, or otherwise judicially or arbitrationally revised in a manner that preserves its intended meaning while rendering it enforceable under applicable law, then such revised interpretation shall be substituted in place of the original language, and the provision as modified shall remain binding and effective.
In the event that severance of any provision materially alters the rights, obligations, or benefits of either party in a way that defeats the essential bargain or contractual intent underpinning this Agreement, the parties agree to negotiate in good faith to replace the unenforceable provision with a new clause that most closely reflects the original economic and legal intent of the stricken term, provided that such replacement is lawful, valid, and compliant with then-applicable regulations. You agree that your continued use of the Platform following a judicial or administrative severance ruling constitutes your full acceptance of any resulting revisions or restructured Agreement terms, and you waive any right to rescind, revoke, or repudiate the Agreement on the basis of partial invalidity or inconsistency.
This Section shall survive the termination, expiration, or suspension of your Customer account and shall apply with equal force to any past, present, or future version of this Agreement, including those amended, renewed, or restated from time to time in accordance with the procedures set forth herein.
SECTION 16 — WAIVER: NON-WAIVER OF RIGHTS, REMEDIES, CONDITIONS, AND ENFORCEMENT ARISING FROM CUSTOMER CONDUCT OR PLATFORM INTERACTION
You, the Customer, do hereby expressly acknowledge, understand, and irrevocably agree that no failure, delay, omission, election, inaction, leniency, concession, course of dealing, or purported acquiescence on the part of EATRO Inc., its affiliates, successors, assigns, officers, employees, agents, or authorized representatives—whether occurring once or repeatedly, whether partial or complete, whether verbal or implied, and whether arising under this Agreement, applicable law, or equity—shall be construed as a waiver, forgiveness, release, abandonment, novation, modification, alteration, estoppel, or surrender of any contractual right, legal claim, regulatory enforcement mechanism, equitable remedy, or condition precedent established herein, nor shall such inaction or indulgence operate to impair, suspend, postpone, or discharge EATRO’s right to enforce such provisions at any time in the future.
You agree and affirm that any waiver by EATRO of any specific breach, violation, default, delay, or failure to comply with a term or condition of this Agreement shall be valid and enforceable only if such waiver is made in a written instrument signed by an authorized officer of EATRO and explicitly references the term being waived. No email, chat message, verbal statement, automated system response, customer service reply, or casual acknowledgment by EATRO or its representatives shall constitute a legally binding waiver unless formally executed as described above. You further agree that any one-time waiver shall apply only to the particular instance expressly identified in the waiver and shall not be construed to waive, excuse, or limit EATRO’s right to enforce the same provision in other circumstances, or to waive any other provision of this Agreement.
You understand that EATRO’s decision not to pursue enforcement, penalties, remedies, or account restrictions in response to a breach of this Agreement—including but not limited to refund fraud, abuse of the review system, chargeback manipulation, harassment of Chefs or Drivers, or violations of subscription usage policy—does not forfeit EATRO’s right to initiate enforcement at a later date, nor shall it constitute an acceptance, ratification, or modification of your conduct. You agree that any perceived waiver on EATRO’s part must not be relied upon as a permanent modification of its rights, nor as the foundation for any estoppel, detrimental reliance, or promissory theory of recovery against EATRO.
Additionally, you acknowledge and agree that your continued access to or use of the Platform following a known or suspected violation of these Terms—regardless of whether EATRO takes immediate action—shall not be interpreted as a waiver of EATRO’s rights to investigate, penalize, suspend, or pursue redress related to the breach, nor shall it constitute an admission that EATRO lacks the right or intent to enforce compliance.
This Waiver clause shall survive the expiration, termination, or suspension of your Customer account and shall remain fully enforceable with respect to any and all rights and obligations arising under this Agreement.
SECTION 17 — ASSIGNMENT: RESTRICTION ON CUSTOMER TRANSFER OF RIGHTS AND FULL ASSIGNABILITY OF AGREEMENT BY EATRO UNDER CORPORATE RESTRUCTURING, SUCCESSION, OR THIRD-PARTY ADMINISTRATION
You, the Customer, do hereby expressly, knowingly, and irrevocably agree that this Terms and Conditions of Service Agreement, and any and all rights, privileges, licenses, obligations, limitations, duties, benefits, defenses, liabilities, and entitlements arising hereunder, whether express or implied, written or unwritten, statutory or common-law in nature, shall be strictly personal to you and may not be transferred, assigned, sublicensed, pledged, encumbered, delegated, novated, gifted, inherited, hypothecated, or otherwise conveyed by you to any other individual, entity, party, successor, assign, beneficiary, agent, or transferee, whether voluntarily, involuntarily, by operation of law, through corporate restructuring, digital login handoff, estate transition, bankruptcy proceeding, merger, divorce, shared account usage, contractual reassignment, or otherwise, without the prior written consent of EATRO Inc., which consent may be granted, withheld, delayed, conditioned, or revoked by EATRO in its sole and absolute discretion without explanation, justification, or appeal.
You acknowledge that your account with EATRO, and your license to access the Platform, is non-transferrable and non-sublicensable, and you further agree that your rights under this Agreement shall terminate immediately upon your attempt to transfer, sell, delegate, or otherwise confer control or benefit to any third party. Any unauthorized attempt to assign or transfer this Agreement or any portion thereof shall be deemed null, void, invalid, unenforceable, and without effect, and may, at EATRO’s sole discretion, result in the immediate suspension or permanent termination of your Customer account, forfeiture of any associated credits, loyalty points, subscriptions, pending orders, or stored payment instruments, and loss of access to any previously received promotional benefits. You waive any right to recover damages or assert claims for such account termination and agree that EATRO shall not be liable for any loss, interruption, or inconvenience resulting from the enforcement of this clause.
You further agree that any third party who gains access to your account, login credentials, payment methods, saved addresses, or order history—whether with or without your consent—shall not acquire any legal or contractual rights under this Agreement by virtue of such access and shall be deemed an unauthorized user or unlawful licensee, subject to immediate disconnection and legal remedy by EATRO. You shall remain fully liable for all acts or omissions performed by such unauthorized third parties and shall indemnify and hold harmless EATRO from any resulting claims, losses, damages, investigations, liabilities, enforcement actions, or breach-of-contract allegations arising therefrom.
In contrast, you expressly acknowledge and agree that EATRO, its affiliates, successors, licensees, acquirers, or parent entities, shall have the unrestricted, unlimited, and absolute right to assign, transfer, delegate, sublicense, novate, or otherwise convey its rights and obligations under this Agreement, in whole or in part, to any other person, corporation, limited liability company, partnership, trust, business entity, private equity sponsor, investment firm, financial institution, technology vendor, logistics provider, or acquirer of assets, by any method of transaction including but not limited to merger, acquisition, consolidation, internal corporate restructuring, asset sale, divestiture, spin-off, joint venture, outsourcing agreement, operational lease, public offering, or upon any transfer of majority ownership, controlling interest, or beneficial use of the Platform, its source code, user database, brand, intellectual property, trade dress, or technology infrastructure.
You further agree that such an assignment by EATRO shall not require notice to you, shall not require your consent, and shall not be grounds for termination, cancellation, rescission, or modification of any portion of this Agreement. You waive any right to object to such transfer, and you agree that all terms, conditions, limitations, disclaimers, dispute resolution mechanisms, arbitration obligations, waivers, indemnities, and governing law provisions herein shall continue to apply with full force and effect, binding you to the new successor or assignee as if said party had been named in place of EATRO from the outset of this Agreement. You further acknowledge that EATRO may engage subcontractors, vendors, delivery partners, engineers, developers, cloud providers, payment processors, identity verifiers, legal counsel, advertising agencies, analytics firms, inspection teams, and other third parties in the performance of its obligations under this Agreement, and that such delegation shall not constitute an assignment or breach of contract.
Additionally, in the event EATRO undergoes a change of control, including but not limited to the sale of all or substantially all of its assets, a merger with or acquisition by another entity, or the reorganization of its corporate structure or tax domicile, you agree that the successor entity shall automatically succeed to all of EATRO’s rights and obligations under this Agreement without need for further notice, signature, amendment, or additional documentation. You agree that such changes do not give rise to any right of rescission, rebate, refund, damages, early termination, or specific performance, and that you shall have no grounds to challenge the continuing enforceability of this Agreement following such assignment.
You also acknowledge and agree that any authorized assignment by EATRO may include the lawful transfer of Customer data, order history, payment information, feedback, and platform interactions to the successor party, subject to the receiving party’s agreement to honor EATRO’s then-current privacy and data security policies or to implement substantially equivalent measures. You waive any claim that such transfer constitutes a breach of privacy, confidentiality, or data fiduciary duty, provided that such transfer is performed in good faith and pursuant to legally compliant data protection practices.
You agree that the purpose of this Section is to ensure the commercial continuity, scalability, investment readiness, operational flexibility, and enforceability of EATRO’s Platform, and that these rights are fundamental to the structure of the business. You further acknowledge that your inability to assign rights under this Agreement preserves the integrity of the user ecosystem and protects against impersonation, fraud, and reputational harm to the Platform.
This Section shall survive indefinitely and shall continue to govern any successor arrangements, regardless of whether your Customer account is terminated, suspended, or inactive.
SECTION 18 — FEEDBACK AND SUGGESTIONS: CUSTOMER SUBMISSIONS, PLATFORM OWNERSHIP, AND WAIVER OF RIGHTS TO INTELLECTUAL PROPERTY ARISING FROM COMMENTS, REVIEWS, OR IDEAS
You, the Customer, do hereby expressly, voluntarily, and without coercion, acknowledge, understand, and irrevocably agree that any and all forms of communication, correspondence, commentary, recommendations, ideas, innovations, feature requests, error reports, complaints, functional improvements, creative concepts, mockups, proposals, recipes, slogans, graphical elements, audio or visual content, system enhancement suggestions, operational input, or other materials or observations (collectively, “Feedback”), whether submitted orally or in writing, directly or indirectly, through the EATRO Platform, mobile application, email, customer service ticket, social media channel, text message, chat tool, helpdesk request, event form, review system, or in the context of an EATRO-hosted food tasting, user interview, beta program, focus group, or community survey, shall be deemed the sole and exclusive property of EATRO Inc. and shall be treated as non-confidential, non-personal, non-compensable, royalty-free contributions to the advancement of the Platform’s features, brand, content, technology stack, business strategy, or customer experience initiatives.
You acknowledge and affirm that any such Feedback offered by you—whether or not it is implemented by EATRO, acknowledged publicly, or integrated into the Platform’s infrastructure—shall not give rise to any ownership claim, joint authorship, revenue share, usage license, attribution credit, citation right, fiduciary duty, agency relationship, or expectation of remuneration under any intellectual property theory, whether based in contract, tort, equity, copyright, patent, trade secret, moral rights, or derivative works. You agree that you are submitting your Feedback solely for EATRO’s evaluation and possible discretionary use and that EATRO shall be free, without restriction or obligation, to use, reproduce, display, disclose, distribute, modify, commercialize, exploit, license, or incorporate such Feedback into existing or future offerings, platforms, services, documents, or policies in perpetuity and on a worldwide, irrevocable basis.
You further acknowledge that EATRO shall not be required to maintain the confidentiality of your Feedback, respond to you regarding its use, provide written acknowledgment, notify you of incorporation into the Platform, or compensate you in any way for its receipt, regardless of the commercial or strategic value derived from your suggestion. You agree that no joint venture, employment, development agreement, or consulting relationship is created by virtue of your submission, and that you are not entitled to royalties, licensing fees, bonus structures, or other forms of compensation customarily associated with idea generation, product development, or brand innovation. You irrevocably waive any right to assert claims of misappropriation, unjust enrichment, plagiarism, or unauthorized use relating to your Feedback.
You also expressly agree and confirm that, to the extent your Feedback may be protectable under copyright law, patent law, trade dress law, or any other intellectual property framework, you hereby assign and transfer to EATRO Inc. all right, title, and interest in and to such Feedback, including all associated intellectual property rights, effective upon submission. If such assignment is deemed unenforceable under applicable law, you grant to EATRO an unlimited, perpetual, royalty-free, worldwide, irrevocable, sublicensable, and fully transferable license to use, reproduce, display, publish, adapt, modify, and otherwise exploit such content for any lawful purpose whatsoever, without notice to you and without need for further approval. You also waive any moral rights, droit moral, or right of integrity or attribution that may attach to your submissions under domestic or international law, including but not limited to the Berne Convention, WIPO treaties, or applicable moral rights statutes.
You agree not to submit any Feedback containing confidential information, proprietary concepts, trade secrets, or ideas subject to nondisclosure obligations that you are not authorized to disclose. You warrant and represent that you have all necessary rights, permissions, and legal authority to submit the Feedback to EATRO, and you agree to indemnify, defend, and hold harmless EATRO and its agents from any claim, liability, or proceeding arising from a breach of this representation. You understand that EATRO is under no obligation to implement, develop, maintain, or respond to your Feedback and that the absence of action shall not be construed as rejection, acceptance, or preservation of your claim.
You further acknowledge that EATRO may already be independently developing, evaluating, or implementing ideas, designs, concepts, or methods that are substantially similar to or indistinguishable from the Feedback you submitted, and you agree that any similarity shall not give rise to a cause of action for infringement, breach, or compensation of any kind. You waive the right to seek injunctive relief, license enforcement, or equitable remedies based on the parallel development or adoption of functionality, designs, language, or business models that resemble your submission.
This Section shall survive the termination, expiration, suspension, or closure of your Customer account, and shall apply to all Feedback submitted before, during, or after the existence of a formal contractual relationship between you and EATRO.
SECTION 19 — ENTIRE AGREEMENT: INTEGRATION, MERGER, FINALITY, AND EXCLUSION OF PRIOR UNDERSTANDINGS
You, the Customer, do hereby acknowledge, represent, affirm, and irrevocably agree that this Terms and Conditions of Service Agreement, as published and periodically updated by EATRO Inc. and supplemented by any additional incorporated policies, including but not limited to the EATRO Privacy Policy, the Subscription Pass Terms (if applicable), the Acceptable Use Provisions, any in-app disclosures or written consents executed through the EATRO Platform, and any other terms expressly referenced herein or made available within the Platform’s legal or support sections, shall collectively constitute the single, complete, final, exclusive, and integrated agreement between you and EATRO governing your access to, use of, and participation in any and all services, features, content, products, subscriptions, tools, applications, or other functionalities made available via the Platform, whether on mobile, web, desktop, or third-party integrated systems, and that this Agreement supersedes, nullifies, and extinguishes any and all prior agreements, negotiations, representations, warranties, understandings, policies, promotional language, oral assurances, email correspondences, drafts, concept proposals, sales discussions, advertisements, implied contracts, or platform usage theories of any kind—whether written or oral, formal or informal, dated or undated, between you and EATRO or any agent, affiliate, employee, vendor, partner, predecessor, or representative acting on EATRO’s behalf.
You agree that no statement, inducement, promise, affirmation, representation, advertisement, platform screenshot, FAQ section, customer support exchange, or promotional campaign, whether made by a customer service agent, a marketing email, an app notification, a Chef, a delivery provider, or a digital advertisement, shall be deemed to create any additional term, right, or contractual obligation not expressly included within this Agreement. You acknowledge and understand that even if you relied upon a previous version of the Platform, marketing materials, onboarding experience, verbal instruction, or historical behavior of EATRO when forming your decision to become or remain a Customer, such reliance does not form a part of this Agreement, nor does it constitute a basis for enforcement, expectation, waiver, or estoppel against EATRO in any legal, equitable, or regulatory forum.
You further acknowledge that EATRO’s rights, obligations, duties, and disclaimers are governed strictly and exclusively by the language of this Agreement and that no presumption shall be made in favor of the Customer based upon prior course of dealing, platform design decisions, or industry norms. You agree that your continued access to and use of the EATRO Platform following the effective date of this Agreement shall constitute a full and binding ratification of the terms herein, and that this Agreement shall apply retroactively to any prior use of the Platform, food order placed, subscription purchased, data submitted, feedback offered, or benefit received, regardless of whether such actions occurred before or after your initial review of this text.
In the event that additional terms are presented to you in connection with specific features of the Platform—such as during the purchase of a Subscription Pass, application of a promotional credit, enrollment in a special campaign, participation in a sweepstakes, or use of an integrated payment processor—such terms shall be deemed incorporated into this Agreement by reference upon your affirmative action, and shall govern only with respect to the subject matter to which they relate, without modifying or negating the general provisions of this Agreement unless explicitly stated. You agree that any such additional terms shall be deemed subordinate to this Agreement in the event of conflict, ambiguity, or inconsistency, except where such additional terms are presented as amendments pursuant to Section 20.
You waive any right to claim that this Agreement is incomplete, ambiguous, or unenforceable due to any prior conversations, misunderstandings, expectations, or supplemental agreements not contained herein, and you acknowledge that you have had a full and fair opportunity to read, understand, and accept the entirety of this document before proceeding to use the Platform. You further agree that this Agreement shall be interpreted in favor of enforceability, and no party shall be deemed the drafter for purposes of construing ambiguities under applicable rules of contract interpretation.
This Entire Agreement clause shall survive account termination and shall govern all post-termination issues, including but not limited to indemnity, dispute resolution, intellectual property rights, and the scope of permitted future use of the Platform.
SECTION 20 — MODIFICATIONS TO TERMS: UNILATERAL AMENDMENTS, CONTINUED USE AS ACCEPTANCE, AND NOTICE OF MATERIAL CHANGES
You, the Customer, hereby expressly acknowledge, understand, accept, and irrevocably agree that EATRO Inc., including its successors, assigns, affiliates, and any authorized legal or operational agents, reserves the unrestricted, unconditional, and sole right—at any time, for any reason, without prior individual consent, and in its absolute discretion—to revise, amend, supplement, replace, suspend, restate, expand, or otherwise modify any portion of this Terms and Conditions of Service Agreement, whether in whole or in part, and whether as a result of business necessity, legal obligation, regulatory compliance, risk mitigation, operational evolution, market strategy, user experience enhancement, or any other internal or external factor that EATRO shall deem relevant to its business model or platform governance objectives, and that such modifications shall become effective and binding upon you according to the terms set forth in this Section, without the need for further negotiation, user-by-user approval, or signature execution.
You acknowledge and affirm that such modifications may include, without limitation, changes to pricing policies, refund or credit procedures, dispute resolution clauses, arbitration mandates, governing law provisions, Chef selection algorithms, subscription terms, delivery expectations, privacy obligations, license grants, indemnification requirements, and legal disclaimers, and that any such amendment shall have the same force and effect as if originally included in the first version of this Agreement, unless expressly stated otherwise in the updated text. You agree that EATRO shall have the right to post notice of such modifications via one or more methods of public disclosure, including but not limited to: updated publication on the Platform’s Terms of Service webpage, a timestamped revision header, in-app notifications, email dispatch to the address on file, platform-wide announcement banners, or customer support knowledge base entries—and that such publication shall be deemed sufficient constructive notice to all users, including you.
You understand and agree that unless otherwise explicitly stated in the revised language, such modifications shall become effective either (a) immediately upon publication if the change is non-material or administrative in nature (such as correction of typographical errors, hyperlink updates, or clarification of existing text); or (b) thirty (30) calendar days after the date of publication if the change is deemed by EATRO, in its sole judgment, to be materially substantive, such as a change to dispute resolution rights, limitations of liability, or Customer obligations. You further acknowledge and agree that in cases of regulatory compliance, fraud prevention, user safety, legal injunction, or emergency platform functionality restoration, EATRO may, at its sole discretion, cause a modification to become effective immediately without prior notice, and such urgency shall not be grounds for contestation or delay.
You agree that your continued use of the EATRO Platform following the effective date of any such modification—whether or not you have reviewed the updated Agreement in full, whether or not you agree with the modified terms, and whether or not you had actual knowledge of the specific clause being revised—shall constitute your full, binding, irrevocable, and enforceable acceptance of the modified Agreement in its entirety. You waive any claim that continued use of the Platform constitutes partial acceptance, protest use, reservation of rights, or conditional consent, and you agree not to assert any form of contractual invalidity on the grounds that you did not affirmatively click “accept” on the revised version. You further agree that if you object to any such modification, your sole and exclusive remedy shall be to discontinue use of the Platform, terminate your Customer account, and cease all interaction with EATRO’s services.
You waive any claim or defense arising from a failure to receive notice of changes due to an out-of-date email address, misconfigured notification settings, use of ad blockers, spam filters, or any other circumstance outside of EATRO’s direct technical control. You agree to periodically review the Terms and Conditions of Service and to remain apprised of your legal obligations by consulting the most current version of the Agreement available at eatrofam.com or its legal equivalent.
You further acknowledge that no oral statement, customer service response, in-app banner, third-party summary, or social media post shall constitute an official notice or modification of this Agreement, and that only the posted Agreement text and incorporated policy documents maintained by EATRO on its official digital infrastructure shall be binding.
This Section shall survive the termination, suspension, expiration, or deletion of your Customer account and shall apply to all future modifications of the Agreement unless otherwise superseded by a legally binding amendment executed by EATRO and expressly marked as such.
SECTION 21 — NOTICE: LEGAL COMMUNICATIONS, PLATFORM DISCLOSURES, METHODS OF SERVICE, AND CUSTOMER RESPONSIBILITY TO MAINTAIN CONTACT CHANNELS
You, the Customer, do hereby acknowledge, affirm, and irrevocably agree that any and all notices, communications, disclosures, alerts, updates, policy changes, legal notifications, regulatory mandates, promotional statements, warning messages, breach disclosures, transactional confirmations, service modifications, payment updates, and other legally relevant or contractually binding correspondences (collectively, “Notices”) that are required or permitted to be delivered to you by EATRO Inc. under this Agreement, by applicable law, or pursuant to any governmental, regulatory, or judicial process, may be issued by EATRO through one or more of the following channels: (i) written email to the email address associated with your EATRO Customer account; (ii) SMS text message to the verified mobile phone number you have provided; (iii) in-app push notification; (iv) Platform banner or dialog box presented upon log-in or use of the application; (v) update published on the EATRO website or any other authorized digital property owned and operated by EATRO; (vi) postal mail or courier dispatch to the physical address listed in your account profile; or (vii) any other communication mechanism that is commercially reasonable, legally sufficient, and consistent with prevailing standards of online platform notification practices.
You understand and accept that EATRO shall not be obligated to use all communication channels simultaneously and may, in its sole discretion, elect to use one or more of the above-mentioned methods as it deems appropriate for the nature and urgency of the Notice. You agree that electronic communications—whether by email, app notification, or web posting—shall satisfy any and all legal requirements that such communications be in writing and that you shall not challenge the validity, authenticity, enforceability, or admissibility of any such electronically transmitted Notice on the basis of format, delivery method, or medium. You further agree that it is your sole and continuous responsibility to ensure that the contact information associated with your EATRO account remains accurate, up-to-date, and capable of receiving Notices, including but not limited to whitelisting EATRO’s email domain, maintaining SMS capabilities on your device, enabling push notifications, and checking your inbox, spam, or junk folders regularly.
You agree that Notices shall be deemed received, served, and legally effective upon the earliest of (a) actual delivery to your designated communication method; (b) posting of the Notice on the Platform with conspicuous visibility; or (c) expiration of seventy-two (72) hours from the time the Notice was transmitted by EATRO, regardless of whether you opened, viewed, acknowledged, or responded to said communication. You waive any argument that you did not receive the Notice due to your own negligence, technical failure, third-party software interference, outdated credentials, or voluntary inaccessibility of your registered email or phone number.
You further agree that for legal disputes, arbitration demands, data breach notifications, and law enforcement cooperation requests, EATRO may send additional Notices to any alternate contact method on file or serve you through legal representatives where applicable. In the event EATRO is legally required to deliver a Notice to you in hard copy form, you agree that such correspondence may be sent to the mailing address listed in your Customer profile and that you bear full responsibility for updating such address in the event of relocation or change of residence. You also agree that EATRO’s obligation to provide legal Notice shall be fully discharged upon such delivery attempt, and EATRO shall bear no liability for the consequences of your failure to update your contact details or to retrieve the delivered materials.
You understand and agree that any communications from EATRO shall be considered private, platform-specific, and for your account only. You shall not be entitled to receive Notices intended for other users, and you acknowledge that no generalized customer forum, group post, or social media discussion shall substitute for a Notice delivered directly to you. You also waive any right to challenge enforcement, suspension, account action, service modification, or legal remedy on the basis that you failed to open, review, or understand the Notice when it was legally transmitted to you through one of the authorized channels described above.
This Notice clause shall survive the termination, suspension, or deletion of your Customer account and shall apply to all post-termination legal matters, refund correspondence, recordkeeping requests, and communications related to dispute resolution, account recovery, and feedback follow-up.
SECTION 22 — GOVERNING LAW AND VENUE: JURISDICTIONAL CONTROL, FORUM SELECTION, AND STATUTORY COMPLIANCE
You, the Customer, do hereby expressly acknowledge, consent to, and irrevocably agree that this Terms and Conditions of Service Agreement, as well as any dispute, controversy, legal claim, arbitration, mediation, regulatory inquiry, interpretation, enforcement action, breach allegation, tortious conduct, equitable relief request, or statutory cause of action arising out of, relating to, or in any way connected to your access to, interaction with, or use of the EATRO Platform or any of its affiliated services, features, programs, offerings, or content, whether direct or indirect, shall be governed exclusively by the laws of the State of Michigan, United States of America, without regard to its conflict of law provisions, doctrines of forum non conveniens, or principles of extraterritoriality, and without reference to the laws of any other jurisdiction, territory, province, or sovereign entity that might otherwise apply by virtue of residence, citizenship, access point, or the occurrence of digital interactions.
You agree that any legal proceeding not subject to mandatory arbitration as outlined in this Agreement shall be commenced only in a federal or state court of competent jurisdiction situated in Oakland County, Michigan, and you hereby irrevocably submit to the personal jurisdiction and venue of such courts, waiving any and all objections based on improper venue, inconvenient forum, or lack of jurisdiction. You further waive any right to initiate or join a class action, collective action, private attorney general proceeding, or representative suit against EATRO in any jurisdiction outside the aforementioned courts of Oakland County. In the event EATRO is compelled to respond to legal process in a venue not specified herein, you agree to indemnify and hold EATRO harmless for any resulting fees, travel costs, or legal expenses incurred in objecting to such forum or transferring the matter to the proper jurisdiction.
This Section shall survive any termination, cancellation, expiration, suspension, or discontinuation of your Customer account, and shall apply to all disputes whether arising during or after your use of the Platform.
SECTION 23 — NO AGENCY OR EMPLOYMENT RELATIONSHIP: INDEPENDENT USER STATUS AND NON-CREATION OF PARTNERSHIP
You, the Customer, do hereby acknowledge, understand, and irrevocably agree that your relationship with EATRO Inc. is strictly and solely that of an independent user of a technology platform and that nothing contained in this Terms and Conditions of Service Agreement, nor any usage of the Platform, receipt of services, payment of subscription fees, engagement with Chefs, interaction with Drivers, acceptance of deliveries, participation in events, or submission of content, shall be construed to create any form of agency, joint venture, general or limited partnership, franchise, distributorship, employment, fiduciary duty, or other legal relationship whereby EATRO or its agents would owe you duties of loyalty, trust, care, supervision, or compensation beyond those explicitly set forth herein.
You affirm that you are not an agent, employee, legal representative, or contractor of EATRO, and that you have no authority to bind EATRO, enter into contracts on its behalf, represent its interests, or act in any legal or business capacity for or on behalf of the company. You further agree that EATRO shall not be liable for any claims, taxes, benefits, injuries, accidents, or liabilities arising from any misinterpretation or mischaracterization of your relationship with the company. This Section serves to preserve the platform’s legal independence, protect against vicarious liability, and uphold the operational separateness between customers and the company’s business entities, including its Chefs, Drivers, and third-party affiliates.
SECTION 24 — EXPORT CONTROL AND SANCTIONS COMPLIANCE: LEGAL USE RESTRICTIONS BASED ON TERRITORIAL AND INTERNATIONAL LAW
You, the Customer, hereby affirm, warrant, and covenant that you are not located in, a resident of, or otherwise subject to the jurisdiction of any country or territory that is (a) subject to United States trade embargoes, economic sanctions, or other restrictions imposed by the Office of Foreign Assets Control (OFAC), U.S. Department of State, or any other applicable authority; or (b) designated as a “terrorist supporting” country by the U.S. government. You further represent that you are not listed on any United States government list of prohibited or restricted parties, including but not limited to the OFAC Specially Designated Nationals (SDN) list, Denied Persons List, Entity List, or Unverified List.
You agree not to use, access, download, export, re-export, or otherwise transfer any component of the EATRO Platform or any related service, data, software, or technology to or from any such territory, country, entity, or individual in violation of U.S. export control laws and regulations. Any such attempt shall constitute a material breach of this Agreement, subject to immediate termination of your account, denial of access to the Platform, forfeiture of credits or subscriptions, and possible reporting to relevant governmental authorities.
This Section shall survive the termination or expiration of this Agreement and shall remain in full force and effect to ensure continuing compliance with all applicable U.S. laws and international legal standards.
SECTION 25 — SURVIVAL CLAUSE: POST-TERMINATION CONTINUITY OF BINDING PROVISIONS
You, the Customer, do hereby acknowledge, understand, and irrevocably agree that notwithstanding the expiration, termination, deactivation, suspension, or closure of your EATRO Customer account, or the cessation of your use of the Platform, either voluntarily or involuntarily, certain provisions of this Agreement shall continue in full force and effect, indefinitely or for the period expressly stated, in order to uphold their intended legal purpose. Such provisions include but are not limited to Sections concerning indemnification, dispute resolution, waiver, feedback ownership, limitations of liability, governing law, arbitration, intellectual property rights, license grants, non-assignment, severability, subscription terms, and any other section that by its nature, structure, or content is reasonably interpreted to survive account inactivity, data deletion, or contractual disengagement.
This clause ensures that rights, responsibilities, limitations, and protections established during the contractual term shall not be extinguished merely by the end of your active participation on the Platform, and shall continue to be enforceable by EATRO or any successor, assignee, or legal representative thereof.
SECTION 26 — LANGUAGE OF AGREEMENT: LEGAL PRECEDENCE OF ENGLISH TEXT
You, the Customer, agree that this Terms and Conditions of Service Agreement has been prepared and presented in the English language, and that the English version shall control and take precedence in all respects over any translation, interpretation, or alternate linguistic adaptation. In the event that EATRO or a third party offers this Agreement or any portion thereof in a language other than English for informational, marketing, or accessibility purposes, such translation shall be deemed strictly informational and shall not modify, replace, override, or supersede the terms as written in English.
You acknowledge that you understand the English language sufficiently to read, comprehend, and agree to the terms herein or that you have consulted with a translator, legal counsel, or other advisor to interpret this Agreement prior to your acceptance. You waive any claim that lack of fluency in English excuses noncompliance with or invalidates any portion of this Agreement.
SECTION 27 — SUBSCRIPTION PASS TERMS: TERMS GOVERNING PAID ACCESS TO SAVINGS, BENEFITS, AND PLATFORM PERKS
You, the Customer, do hereby acknowledge, understand, and agree that if you voluntarily enroll in, purchase, or otherwise acquire access to the EATRO Subscription Pass, a paid membership program offering discounted service fees, exclusive Chef promotions, bundled orders, or other specified perks, you shall be bound by the following additional terms and conditions specific to said subscription. Your Subscription Pass shall be personal to your account and non-transferable, with benefits restricted to use only on qualifying orders placed under your verified profile. You agree to pay the recurring subscription fee in the amount and frequency disclosed at the time of purchase, and you authorize EATRO or its authorized payment processor to automatically charge your designated payment method at each renewal period, without additional notice, until you cancel in accordance with the Platform’s cancellation procedures.
You agree that your Subscription Pass shall auto-renew unless terminated by you at least seventy-two (72) hours prior to the end of the current billing cycle and that failure to cancel timely will result in the next billing cycle being charged, non-refundable except where mandated by law. EATRO reserves the right to modify the terms of the Subscription Pass, including its pricing, features, duration, or included benefits, upon thirty (30) days’ advance notice delivered via email, Platform banner, or app notification. Continued use of the Subscription Pass beyond the effective date of such modification shall constitute your acceptance of the revised terms. Benefits shall apply only where expressly indicated and may be excluded for special events, bulk orders, limited-time Chef offerings, or deliveries made outside supported geographies.
You waive any expectation of perpetual benefit and acknowledge that EATRO may, at its sole discretion and without liability, discontinue or sunset the Subscription Pass program upon reasonable notice. You also acknowledge that misuse of the Subscription Pass, including unauthorized sharing, resale of benefits, or fraud, shall result in immediate revocation without refund and potential account termination. No guarantees are made regarding delivery speed, Chef availability, or menu customization under Subscription Pass membership.
This Section shall govern all past, present, and future Subscription Pass cycles and shall survive account termination until all benefits, charges, and disputes are fully resolved.
SECTION 28 — PROMOTIONAL CODES AND CREDITS: NON-TRANSFERABILITY, CONDITIONAL USAGE, AND LIMITATIONS OF REDEMPTION
You, the Customer, do hereby acknowledge, understand, and irrevocably agree that any and all promotional codes, discount codes, introductory offers, referral rewards, gift credits, goodwill adjustments, platform-issued incentives, or marketing-related balance credits (collectively, “Promotional Offers”) provided to you by EATRO Inc., whether as part of a sign-up campaign, seasonal promotion, customer service resolution, referral program, or discretionary marketing action, shall be governed solely by the terms and conditions expressly stated at the time of issuance, and in the absence of such specific terms, shall be subject to the following default restrictions, limitations, and conditions as outlined herein. You understand that Promotional Offers are extended to you at EATRO’s sole discretion and are not guaranteed, earned, contractually mandated, or transferable to any other individual, account, device, platform, or third party, and that any unauthorized reproduction, sale, barter, auction, publication, distribution, or attempted redemption of Promotional Offers outside their intended use context shall constitute a material breach of this Agreement, entitling EATRO to revoke, deactivate, or cancel such Offers without prior notice or liability.
You agree that Promotional Offers are issued for promotional and incentivization purposes only and do not constitute currency, store credit, gift cards, financial instruments, or refundable value unless explicitly stated in writing. You further agree that Promotional Offers are limited-time opportunities that may expire, change in value, or be revoked without compensation, whether due to system updates, fraud prevention, business model changes, or regulatory interpretation. You accept that EATRO may cap, throttle, or otherwise restrict the total value of Promotional Offers redeemable by any one Customer, household, device ID, payment method, IP address, or user session, and that circumvention of such restrictions—whether by account duplication, use of false information, exploitation of technical vulnerabilities, or participation in coupon-sharing communities—shall be deemed a violation of platform integrity, subject to forfeiture of credits, reversal of transactions, and permanent suspension of your Customer account.
You expressly acknowledge that each Promotional Offer may be subject to a minimum order value, delivery range restriction, applicable location, platform version, Chef eligibility, order type limitation, delivery time window, or other conditional use requirement, and that the Platform may reject the application of any Offer that does not satisfy such conditions. You agree that Promotional Offers shall not apply retroactively to past orders, shall not be combined unless expressly permitted, shall not be redeemable for cash, and shall not be applied to taxes, delivery fees, tips, Subscription Pass charges, or other non-food items unless stated otherwise. You understand and accept that Promotional Offers have no cash surrender value and shall not survive the closure, deletion, or suspension of your Customer account, and that any remaining value shall be deemed forfeited at the time your account is terminated, whether voluntarily or involuntarily.
You acknowledge that EATRO reserves the right to monitor, audit, and investigate usage patterns of Promotional Offers and to revoke, cancel, suspend, or modify any active, pending, or future Promotional Offer if EATRO, in its sole discretion, suspects abuse, misuse, unintended benefit, or any activity inconsistent with the spirit or purpose of the promotion. You waive any claim for damages, expectation of benefit, or loss of future value arising from such revocation or ineligibility determination, and agree not to challenge EATRO’s final decision regarding Promotional Offer enforcement, even in cases where other users may have received differential treatment or continued benefit under similar terms.
You further agree and affirm that any Promotional Offer received through the referral of a third party is subject to validation and approval by EATRO, that both the referring and referred parties must meet all eligibility criteria, and that no referral or promotional incentive shall become payable or redeemable until all qualifying conditions are fully met, including but not limited to order placement, payment clearance, geographic limitations, and delivery verification. You acknowledge that any Promotional Offers resulting from fake referrals, circular referrals, or incentivized mass sharing schemes shall be void ab initio and may result in retroactive billing or account-level corrective action.
This Promotional Offers clause shall survive the expiration of any specific promotion and shall govern all current, past, and future credit-based incentive systems offered by EATRO or its authorized partners.
SECTION 29 — THIRD-PARTY SERVICES AND CONTENT: DISCLAIMERS OF CONTROL, NON-ENDORSEMENT, AND LIMITATION OF LIABILITY FOR EXTERNAL TECHNOLOGY AND MEDIA
You, the Customer, do hereby acknowledge, understand, and irrevocably agree that EATRO Inc., its affiliates, successors, assigns, officers, directors, contractors, licensors, and operational partners (collectively, “EATRO”) may, from time to time and for purposes of technical enhancement, operational efficiency, user engagement, or transactional convenience, integrate, incorporate, link to, or otherwise facilitate access to third-party technologies, services, data sources, applications, payment gateways, advertisements, plugins, logistics support systems, authentication tools, content syndication channels, analytics services, mapping tools, media streams, or any other externally developed resource not wholly owned or directly controlled by EATRO (collectively, “Third-Party Services”). Such Third-Party Services may include but are not limited to payment processors such as Stripe, mapping platforms such as Google Maps, identity verification systems, mobile app stores, delivery coordination APIs, communication tools, or customer support ticketing systems operated by independent vendors, contractors, or service providers.
You agree and acknowledge that your use of, reliance on, or interaction with any Third-Party Services, whether embedded within the EATRO Platform or linked to externally, shall be entirely at your own risk and discretion and that EATRO does not warrant, endorse, control, assume responsibility for, monitor, or make any representations whatsoever—express or implied—regarding the accuracy, security, functionality, legality, availability, business practices, data usage, privacy handling, content integrity, accessibility, or reliability of any such Third-Party Services or their operators. You further acknowledge that your engagement with any such Third-Party Service may be governed by separate terms of service, privacy policies, end-user license agreements (EULAs), fee structures, dispute processes, or data handling protocols wholly distinct from those imposed by EATRO and that you are solely responsible for reviewing, understanding, and complying with such external contractual instruments prior to using any such service.
You understand and affirm that EATRO shall not be liable for any damages, losses, errors, outages, unavailability, unauthorized access, identity theft, delays, fraudulent activity, pricing anomalies, payment disputes, technical malfunctions, corrupted data, adverse software interactions, privacy breaches, or customer service failures resulting from your use of or reliance upon any Third-Party Service, regardless of whether such service is visible on, integrated into, recommended by, facilitated through, or co-branded with the EATRO Platform. You waive any right to assert claims, causes of action, or class membership predicated upon the actions, omissions, configurations, advertisements, statements, or representations of any Third-Party Service provider, and you agree to indemnify and hold EATRO harmless against any demand, complaint, arbitration, litigation, regulatory inquiry, or liability resulting from your use of such Third-Party Services.
You also acknowledge that EATRO reserves the right, in its sole discretion and without obligation to provide explanation or advance notice, to modify, suspend, replace, restrict, or discontinue access to any Third-Party Service integrated within the Platform, and that such decision shall not entitle you to damages, subscription refunds, continuation of legacy features, or grandfathering rights. EATRO shall bear no responsibility for the longevity, availability, or consistency of any externally provided function or data stream, including but not limited to real-time tracking services, live chat modules, payment confirmation APIs, or customer service escalation tools powered by third-party systems.
You further agree that any advertisements, sponsorships, co-branded promotions, affiliate placements, partner offers, or platform-sponsored links to third-party sites or products do not constitute an endorsement, guarantee, or warranty by EATRO, and that any transaction you enter into with such parties shall be deemed an independent agreement between you and the third party, to which EATRO is not a party and bears no legal responsibility.
This Section shall survive the termination, expiration, or cancellation of your Customer account and shall govern all past, current, and future interactions with any third-party technology or content encountered in connection with the EATRO Platform.
SECTION 30 — CONTACT INFORMATION AND CUSTOMER SUPPORT: METHODS OF FORMAL COMMUNICATION, SERVICE LIMITATIONS, AND CUSTOMER ASSISTANCE GUIDELINES
You, the Customer, do hereby acknowledge, affirm, and irrevocably agree that in the event of any inquiry, complaint, dispute, clarification request, policy interpretation, technical issue, subscription concern, refund question, account matter, intellectual property alert, delivery problem, menu discrepancy, order experience feedback, or any other communication requiring direct interaction with EATRO Inc., you shall utilize only the formally designated customer support channels maintained by EATRO for such purpose, and that any attempt to contact EATRO through unauthorized, informal, or indirect means shall be deemed legally insufficient for the purposes of contractual notice, dispute initiation, legal preservation, or escalation resolution. You agree that official communication with EATRO must be conducted via the contact mechanisms made available within the Platform interface, including but not limited to the “Help” or “Support” section accessible via your user dashboard, dedicated email addresses published on the official website (currently support@eatrofam.com), mobile app contact forms, authenticated ticketing systems, or such additional or substitute methods as may be later introduced by EATRO through policy updates or in-app disclosure.
You understand and acknowledge that any support interactions conducted through social media, user forums, public comments, Chef messaging systems, driver SMS messages, third-party customer review platforms, or informal contact methods such as messaging applications, shall not constitute official communication for legal, contractual, or dispute purposes, and that EATRO shall bear no responsibility to respond, act upon, or preserve any correspondence or claim asserted through such unofficial avenues. You further agree that telephone communications, if available, may be recorded, monitored, or stored for quality assurance, training, dispute resolution, or evidentiary purposes, and that EATRO has no obligation to provide real-time phone support unless explicitly stated in your subscription tier or legally mandated by the applicable jurisdiction.
You acknowledge that EATRO endeavors, in good faith and within reasonable commercial capabilities, to provide timely, accurate, and courteous support to all Customers, but that response times, issue resolution outcomes, and platform features available through support channels may vary depending on workload volume, complexity of the issue, verification challenges, platform updates, or third-party dependencies. You agree that the provision of customer support services does not create any new contractual obligation, warranty, or fiduciary duty beyond those expressly set forth in this Agreement, and that dissatisfaction with support outcomes shall not constitute grounds for legal action, subscription refund, waiver of fees, cancellation without penalty, or reputational claim against EATRO.
You further agree that EATRO may request, collect, or verify personal information, order history, digital signatures, payment credentials, or other identifying details in the course of customer support interactions in order to ensure security, prevent fraud, and comply with privacy laws, and that refusal to cooperate with such verification procedures may result in support denial or limitation of services. You also understand that the availability of support may be subject to operating hours, regional limitations, language constraints, and holiday schedules, and that no guarantee is made regarding twenty-four-hour support unless explicitly stated in your Subscription Pass or EATRO marketing material in force at the time of purchase.
You agree to treat all EATRO customer support representatives, agents, contractors, or automated systems with civility, professionalism, and respect, and you acknowledge that any abusive, harassing, discriminatory, or threatening conduct—whether written, verbal, or behavioral—may result in immediate restriction or permanent termination of your account, denial of further support, and, where applicable, referral to law enforcement authorities. You waive any and all claims, disputes, or liabilities arising from delay, inaccessibility, automation, or perceived inadequacy in the provision of customer support services, and you further agree that EATRO shall not be liable for any consequential, incidental, or punitive damages arising from your experience with or reliance on its support channels.
This Section shall survive the termination, suspension, deletion, expiration, or deactivation of your Customer account and shall continue to govern all future or retrospective attempts to communicate with EATRO for customer service or platform-related matters.
SECTION 31 — INTELLECTUAL PROPERTY OWNERSHIP AND RESTRICTIONS ON USE: PROTECTION OF PROPRIETARY RIGHTS, PROHIBITION ON MISAPPROPRIATION, AND ENFORCEABILITY AGAINST CUSTOMER MISUSE
You, the Customer, do hereby expressly acknowledge, affirm, and irrevocably agree that all rights, title, and interest in and to the EATRO Platform and any and all related intellectual property, including but not limited to all proprietary software, application architecture, user interface and design layouts, database structures, platform algorithms, backend operations, source code, object code, data analytics tools, machine learning models, delivery sequencing methodologies, menu curation logic, food categorization protocols, feature workflows, automation procedures, chat systems, notification schemes, mobile responsiveness systems, wireframes, prototypes, test environments, technical documentation, user experiences, and digital interactions (collectively, the “Platform Technologies”), as well as the entirety of the EATRO brand ecosystem, including the EATRO name, logo, stylization, marketing slogans, taglines, banners, commercial graphics, copyrighted promotional copy, flyer templates, domain names, business methodology, trade secrets, vendor relations, content strategy, customer acquisition frameworks, advertising language, campaign structures, social media assets, and any other protectable commercial asset used or conceived by EATRO (collectively, the “Brand Assets”), are and shall remain the sole and exclusive property of EATRO Inc., protected under all applicable United States and international laws governing copyright, trademark, trade dress, patent, contract, and unfair competition.
You agree that your access to the EATRO Platform is governed by a limited, non-transferable, non-sublicensable, revocable license, which grants you personal use of the Platform solely in accordance with the Terms and Conditions of Service and solely for the purpose of accessing food services, placing orders, subscribing to permissible membership plans, and participating in platform functionality as a lawful consumer, and that no part of the Platform Technologies or Brand Assets shall be reproduced, reverse-engineered, copied, downloaded, indexed, modified, leased, sold, rebranded, publicly displayed, adapted, networked, published, embedded, scraped, resold, incorporated into derivative works, disassembled, transferred, sublicensed, cloned, digitized, stored, or otherwise exploited—whether directly or indirectly—by you or any person acting on your behalf, for any commercial, competitive, research, academic, resale, speculative, journalistic, or product development purpose.
You further acknowledge and agree that you shall not engage in, fund, consult on, or otherwise assist with the design, development, deployment, marketing, or operation of any business, product, service, mobile application, web-based tool, or delivery model that imitates, replicates, reconfigures, mimics, reconstructs, or substantially derives from the concept, design, structure, workflow, features, terminology, branding, or operational flow of the EATRO Platform, whether such imitation is partial or total, and whether the resultant product is offered to the public, internally tested, or offered under another corporate or private label. You agree that such acts shall constitute willful infringement, breach of contract, misappropriation of trade secrets, and potential civil and criminal liability under applicable intellectual property and anti-competition statutes. You waive any right to claim independent creation, inspiration from public content, or lawful reverse engineering where the resulting project, product, or platform substantially resembles or performs in a similar fashion to any part of EATRO’s existing or foreseeable Platform functionality.
You acknowledge that the EATRO Platform is not open source and is not intended for public decompilation or educational review. Any attempt to probe, scan, test, document, download, mirror, cache, or log Platform behavior through use of bots, web crawlers, automated queries, screen recorders, testing scripts, or unauthorized analytical tools shall be considered a violation of this Agreement and of the Computer Fraud and Abuse Act (CFAA), as well as potential violations of other federal and state statutes. You agree not to submit suggestions, modifications, features, or concepts to EATRO for implementation with the expectation of compensation, credit, co-ownership, or license, unless expressly permitted by EATRO in a separately executed written agreement.
You affirm that EATRO reserves the unrestricted right to pursue injunctive relief, cease and desist orders, statutory damages, liquidated damages, account-level penalties, monetary relief, and punitive sanctions against any Customer or third party who participates in or benefits from the unauthorized use, appropriation, replication, or commercialization of EATRO’s proprietary technologies or brand presentation. You further agree that monetary damages alone may be inadequate to compensate EATRO for the irreparable harm resulting from intellectual property violations and that injunctive relief may be necessary to prevent continuing infringement or brand dilution.
You also acknowledge that all rights not expressly granted to you in this Agreement are reserved exclusively by EATRO and that no act of tolerance, failure to enforce, or delay in asserting rights shall constitute a waiver, abandonment, or forfeiture of such rights.
This Section shall survive the termination, expiration, or cancellation of your Customer account and shall continue to bind you and any affiliated parties for so long as the intellectual property described herein remains legally protectable.
SECTION 32 — NON-DISPARAGEMENT AND PUBLIC REPRESENTATION: COVENANT OF REPUTATIONAL NON-HARM, LIMITATION ON PUBLIC COMMENTARY, AND PROHIBITION AGAINST DEROGATORY SPEECH
You, the Customer, do hereby irrevocably acknowledge, covenant, and agree that during the entire period of your access to the EATRO Platform, and continuing thereafter in perpetuity notwithstanding any termination, cancellation, suspension, deactivation, expiration, or cessation of your use of the services provided by EATRO Inc., you shall not, directly or indirectly, whether as an individual, group member, anonymous party, agent, influencer, commenter, employee of a competitor, or otherwise affiliated entity, make, publish, transmit, post, endorse, sponsor, or otherwise disseminate—whether orally, in writing, electronically, or through any media now known or hereafter developed—any statement, remark, suggestion, implication, innuendo, review, comment, post, meme, emoji, reaction, social media interaction, rating, testimonial, audio, visual, or multimedia content of any kind (collectively, “Disparaging Content”) that could reasonably be construed as critical of, defamatory toward, false in representation of, libelous about, derogatory toward, harmful to, misleading in relation to, or damaging to the public perception, financial condition, commercial reputation, or operational viability of EATRO Inc., its owners, officers, agents, contractors, employees, affiliates, Chefs, Drivers, subscribers, partners, vendors, service providers, technology partners, or any aspect of the EATRO brand, platform, services, or proprietary models.
You expressly agree that Disparaging Content includes, but is not limited to, statements asserting or implying negligence, criminality, dishonesty, mismanagement, racism, sexism, food safety violations, unfair pricing, fraudulent business practices, lack of sanitation, customer abuse, deceptive marketing, platform instability, non-functionality, or any similar characterizations that could create negative public perception or reputational damage to EATRO or its platform participants. You also acknowledge that this restriction applies equally to direct speech, reposting of third-party content, sarcastic or passive-aggressive commentary, false reporting, speculative conspiracy, parody, negative association, or unverified claims presented as fact. You agree that private statements made with the intent of later being disclosed to the public shall be treated the same as public communications for the purpose of this clause, and that publication of otherwise private correspondence in a disparaging context shall also constitute a breach of this Agreement.
You acknowledge that your right to express dissatisfaction or pursue remedies related to your experience on the Platform is limited to the formal internal complaint channels established by EATRO, as well as through confidential arbitration, mediation, or legal proceedings as provided for elsewhere in this Agreement, and that such forums do not entitle you to publicize, sensationalize, or amplify disputes through social media, blog posts, video content, community forums, online petitions, review websites, or public complaints filed with media outlets. You agree not to initiate or support class action narratives, boycott campaigns, coordinated rating attacks, defamatory hashtags, or negative publicity campaigns, whether initiated independently or through the concerted efforts of others.
You understand that the provisions in this Section are a material condition of your participation on the EATRO Platform and were considered in the formation of the entire Agreement. You further agree that the violation of this clause shall constitute a fundamental breach of contract, entitling EATRO to pursue immediate legal remedies including but not limited to injunctive relief, monetary damages, punitive damages, court-ordered takedowns, public retractions, cease-and-desist orders, and recovery of reasonable attorney’s fees and litigation costs incurred in the enforcement of this clause.
You also acknowledge that monetary relief alone may be insufficient to address the ongoing reputational harm caused by online disparagement, and you hereby stipulate in advance to the appropriateness of equitable remedies to prevent the continuation of such harm. You waive any defense based on freedom of speech, opinion, or fair comment where the allegedly disparaging statement is found to be materially false, misleading, defamatory, or otherwise made in bad faith, with intent to injure, or in reckless disregard of the truth.
This Section shall survive indefinitely and remain enforceable in perpetuity, regardless of the status of your Customer account or your continued use or disuse of the EATRO Platform.
SECTION 33 — FEEDBACK AND SUGGESTIONS: NON-COMPENSATORY LICENSE GRANT AND WAIVER OF MORAL RIGHTS
You, the Customer, do hereby irrevocably and unconditionally acknowledge, affirm, and agree that any and all forms of commentary, critique, analysis, suggestions, ideas, feedback, technical proposals, product improvement recommendations, service enhancements, optimization insights, experiential narratives, documentation corrections, usability reports, or any other creative, conceptual, or operational input submitted, transmitted, conveyed, or otherwise communicated to EATRO Inc., whether verbally, digitally, or in tangible form, and whether solicited or unsolicited, shall be deemed to constitute a non-confidential, non-proprietary contribution to the continued evolution, improvement, and commercialization of the EATRO Platform. You further acknowledge and agree that such submissions shall become the sole and exclusive property of EATRO, with all associated right, title, and interest therein vesting automatically and without need for further documentation, assignment, or remuneration.
You hereby grant to EATRO, and EATRO shall be deemed to have acquired, a perpetual, irrevocable, worldwide, transferable, sublicensable, fully paid, royalty-free license to use, publish, reproduce, adapt, create derivative works from, publicly display, distribute, perform, commercialize, and otherwise exploit the content and substance of any feedback or suggestion you provide for any purpose, including but not limited to the development, enhancement, commercialization, sale, marketing, or support of existing or future services, systems, processes, technologies, documentation, training modules, user interface elements, or customer experiences. You expressly waive any and all claims of ownership, authorship, attribution, and moral rights, including but not limited to the right of identification as the author and the right to object to derogatory treatment.
This waiver and grant of rights shall survive the termination of this Agreement and shall be binding upon your successors, assigns, heirs, representatives, and affiliates. You agree that no fiduciary duty or obligation of confidentiality is created through your feedback submission, and EATRO shall not be liable for any use or disclosure of such input, nor shall you be entitled to royalties, residuals, milestone payments, profit shares, or any form of ongoing compensation. You agree not to submit any feedback that is subject to third-party intellectual property rights or licensing restrictions and warrant that your submissions do not infringe, misappropriate, or violate any law, contract, or third-party interest.
SECTION 34 — PRIVACY POLICY INCORPORATION BY REFERENCE: DATA HANDLING FRAMEWORK AND BINDING CONSENT
You hereby acknowledge, affirm, and agree that all personally identifiable information (“PII”), transactional metadata, behavioral analytics, geolocation data, contact information, payment credentials, device identifiers, biometric verifications, preference data, marketing engagement behavior, and any other form of user or usage data collected, processed, transmitted, analyzed, stored, or shared by EATRO Inc. in connection with your access to or use of the Platform, shall be governed exclusively by EATRO’s separate Privacy Policy, which is published on the official website and may be amended from time to time at EATRO’s sole discretion. Said Privacy Policy is fully incorporated by reference into this Agreement and forms a legally binding component of your contractual relationship with EATRO.
You further affirm that your acceptance of this Agreement constitutes affirmative, informed consent to all data-related practices described within said Privacy Policy, including but not limited to the use of cookies, browser fingerprinting, third-party analytics integrations, data retention policies, data subject access rights, opt-in and opt-out procedures, targeted advertising, and data sharing with trusted operational partners and service providers. You expressly waive any argument that the Privacy Policy is separate or optional and agree that failure to review the policy does not limit its enforceability. You understand that continued use of the Platform constitutes ongoing consent, and any revocation of consent must occur through complete account termination and cessation of Platform use.
SECTION 35 — ACCEPTABLE USE POLICY: PROHIBITIONS ON PLATFORM ABUSE AND COMMUNITY SAFEGUARDING STANDARDS
You agree that your use of the EATRO Platform shall be conducted in strict compliance with all applicable laws, ethical principles, community standards, and technological norms governing digital platforms and user-generated environments. You shall not, directly or indirectly, engage in or facilitate any conduct that, in EATRO’s sole discretion, constitutes abuse, misuse, subversion, degradation, interference, or exploitation of the Platform or its associated services. This includes but is not limited to attempting to gain unauthorized access to administrative areas, circumventing access controls or subscription paywalls, testing for security vulnerabilities, launching denial-of-service attacks, engaging in spam or phishing activity, disseminating harmful code, impersonating other users or staff, misrepresenting your identity or intentions, interfering with food preparation or delivery workflows, or inciting other users to violate these rules.
You further agree not to post, transmit, or store content that is obscene, harassing, defamatory, fraudulent, hateful, sexually explicit, exploitative, violent, discriminatory, or otherwise offensive, nor to use the Platform for purposes of stalking, bullying, extortion, blackmail, doxing, or illegal surveillance. Any conduct that disrupts Platform integrity, undermines Chef or Driver safety, spreads misinformation, or tarnishes community trust shall be grounds for permanent account suspension and may be reported to appropriate authorities.
EATRO reserves the right, in its sole discretion, to investigate suspected violations, audit user behavior, restrict access, remove content, or initiate legal action to preserve Platform security and community standards. Your agreement to this Section constitutes a material condition of your continued access and shall survive any termination of this Agreement.
SECTION 36 — INDEMNIFICATION: CUSTOMER LIABILITY FOR THIRD-PARTY CLAIMS AND BREACH CONSEQUENCES
You agree to fully indemnify, defend, and hold harmless EATRO Inc., including but not limited to its parent companies, subsidiaries, affiliates, directors, officers, employees, representatives, agents, licensors, suppliers, partners, and contractors (collectively, the “Indemnified Parties”), from and against any and all losses, liabilities, damages, claims, demands, lawsuits, arbitration proceedings, administrative filings, costs, fines, penalties, judgments, settlements, or expenses of any kind (including reasonable attorneys’ fees and court costs) arising out of, resulting from, or in any way connected with (a) your breach of this Agreement, (b) your violation of applicable law or regulation, (c) your misuse of the Platform or any of its features, (d) your provision of inaccurate, unauthorized, or unlawful information, (e) your infringement or misappropriation of any intellectual property or proprietary rights of any third party, or (f) your acts or omissions resulting in harm to any Chef, Driver, EATRO staff, affiliate, or customer.
This indemnification obligation shall survive the termination or expiration of your account and shall apply to all claims regardless of forum, including arbitration, litigation, administrative review, and regulatory investigation. You agree that EATRO may, at its sole discretion, assume the exclusive defense and control of any matter subject to your indemnification obligation, in which case you agree to fully cooperate and reimburse EATRO for all related legal costs.
SECTION 37 — CLASS ACTION WAIVER: MANDATORY INDIVIDUAL DISPUTE RESOLUTION AND PROHIBITION ON COLLECTIVE CLAIMS
You, the Customer, hereby irrevocably waive, to the fullest extent permitted by law, any and all rights to participate in, initiate, join, consolidate, or benefit from any class action lawsuit, class arbitration, representative action, joint litigation, collective dispute proceeding, mass arbitration, or similarly structured multiparty dispute resolution process against EATRO Inc., whether as a named plaintiff, unnamed member, interested participant, or indirect beneficiary. You expressly agree that any claim or controversy arising from, relating to, or connected with this Agreement, the use of the EATRO Platform, or any transactions, services, or representations made therein, shall be resolved exclusively on an individual basis, with each party bearing sole responsibility for their own claims, defenses, and counterclaims. This waiver is intended to be interpreted broadly to bar any type of aggregated or representative proceeding.
You further agree that in the event a court or arbitrator of competent jurisdiction deems this class action waiver unenforceable as to any portion of a dispute, then the entirety of such claim shall be severed from arbitration and may only be pursued in a court of competent jurisdiction under the remaining terms of this Agreement. The existence or pendency of other individual claims shall not operate to delay or preclude adjudication of your own claim. You acknowledge that this Section is a material inducement to EATRO’s decision to offer services under these terms, and that absent your agreement to this provision, EATRO would not enter into this contractual relationship.
SECTION 38 — ARBITRATION CLAUSE: BINDING PRIVATE DISPUTE RESOLUTION MECHANISM OUTSIDE THE COURTS
You agree that any legal controversy, contractual dispute, tort claim, statutory violation, injunctive demand, claim for monetary or equitable relief, or cause of action—whether arising under federal, state, municipal, or international law—that in any way arises from or relates to this Agreement, your use of the EATRO Platform, or your relationship with EATRO Inc. or its affiliates, shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect, which are hereby incorporated by reference.
The arbitration shall be conducted by a single neutral arbitrator with substantial experience in technology platform agreements and consumer contract law, selected in accordance with AAA procedures. The seat of arbitration shall be Oakland County, Michigan, and the language of the proceedings shall be English. You and EATRO agree that the arbitrator shall have exclusive authority to resolve all disputes regarding the enforceability, formation, interpretation, scope, and applicability of this arbitration clause and the Agreement overall.
Judgment on any arbitral award may be entered in any court of competent jurisdiction. The arbitrator shall have the power to award injunctive or declaratory relief consistent with the scope of this Agreement, but shall not have the power to award punitive or exemplary damages unless expressly permitted by statute. Each party shall bear its own attorneys’ fees, costs, and expenses, unless the arbitrator determines that a statutory or contractual provision requires otherwise. This clause shall survive termination of your account, cessation of Platform use, or conclusion of any prior arbitration.
SECTION 39 — DMCA AND COPYRIGHT INFRINGEMENT COMPLIANCE: DIGITAL MILLENNIUM COPYRIGHT ACT TAKEDOWN PROCEDURE AND REPEAT INFRINGER POLICY
If you believe that content hosted, displayed, transmitted, or otherwise made available on the EATRO Platform infringes your intellectual property rights, including but not limited to copyright protected under Title 17 of the United States Code, you may submit a formal takedown notice in accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”). Such notices must be directed to EATRO’s Designated Copyright Agent and must contain the following elements pursuant to 17 U.S.C. § 512(c)(3): (1) a physical or electronic signature of the copyright owner or authorized agent; (2) identification of the allegedly infringing material and its location on the Platform; (3) contact information for the complaining party; (4) a statement that the use is unauthorized and constitutes infringement; and (5) a sworn statement under penalty of perjury regarding the accuracy of the complaint and the authority to act.
Upon receipt of a compliant takedown notice, EATRO may, in its sole discretion, remove or disable access to the allegedly infringing content, notify the user responsible for such content, and provide an opportunity to submit a counter-notification as permitted by law. EATRO reserves the right to suspend or permanently terminate the accounts of users deemed to be repeat infringers or abusers of the DMCA process. Misrepresentations in a takedown request or counter-notification may result in civil liability under 17 U.S.C. § 512(f).
SECTION 40 — GEOGRAPHICAL AVAILABILITY AND RESTRICTIONS: TERRITORIAL SERVICE LIMITATIONS AND COMPLIANCE OBLIGATIONS
You acknowledge and agree that the EATRO Platform, its services, functionalities, promotions, and support systems are intended for use only within certain geographic jurisdictions explicitly disclosed or serviced by EATRO Inc. You agree not to access, attempt to access, or use the Platform from any jurisdiction in which such use is unlawful, restricted, or not permitted under applicable local regulations. It shall be your sole responsibility to ensure compliance with all local laws and regulations, including those governing food commerce, import-export restrictions, digital commerce standards, data protection requirements, and internet content access.
EATRO reserves the right, in its sole discretion, to limit or block access to the Platform based on your location, IP address, or device identifiers. Services may be withdrawn or withheld at any time without notice if compliance with local law cannot be reasonably achieved. EATRO disclaims any liability arising from your use of the Platform in unauthorized or unsupported regions. This Section applies regardless of whether you use VPNs, proxies, or other technologies to obfuscate your physical or digital presence.
SECTION 41 — COMMUNICATION PREFERENCES AND SMS CONSENT: CUSTOMER AGREEMENT TO DIGITAL OUTREACH
You, the Customer, by entering into and agreeing to be bound by the terms and conditions of this legally enforceable Agreement, do hereby affirmatively, voluntarily, and unequivocally consent to receive communications from EATRO Inc., its affiliates, parent entities, subsidiaries, subcontractors, authorized agents, technology providers, and designees through electronic means of transmission, including but not limited to Short Message Service (SMS) text messages, multimedia messaging service (MMS), push notifications, automated telephone calls (whether using autodialers, artificial voices, or prerecorded messages), e-mails, in-application messages, instant messaging protocols, or other digital delivery systems now existing or hereafter developed. You further acknowledge and agree that these communications may be operational, transactional, promotional, marketing-related, service-related, legal, or compliance-oriented in nature and may include, without limitation, order confirmations, delivery status alerts, login verifications, platform updates, account activity summaries, policy changes, terms updates, customer feedback solicitations, and service advertisements.
You expressly understand and agree that such messages may be initiated through automated systems, artificial intelligence, or predictive dialing software and that your provision of any contact information constitutes written consent to receive such communications at any time, subject to applicable telecommunications regulations and consumer protection statutes, including but not limited to the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and applicable FCC guidelines. You further agree that these communications satisfy any legal requirement that such communications be “in writing,” pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN), Uniform Electronic Transactions Act (UETA), and analogous laws enacted under state or territorial authority.
You acknowledge that message and data rates may apply depending on your mobile service provider and that you shall bear sole financial responsibility for any associated carrier fees, surcharges, or service costs incurred through receipt of or response to such communications. You understand that your ability to use the EATRO Platform and related services may be contingent upon your continued consent to receive certain transactional or essential service communications and that opting out of such communications may result in partial or complete restriction of Platform access, including the inability to receive delivery notifications, authentication messages, or compliance alerts.
You reserve the right to revoke your consent to receive promotional messages by using the unsubscribe feature embedded within email communications, replying STOP to SMS messages, or modifying your notification preferences within your Platform account settings, where such functionality is made available. You acknowledge that such revocation shall not apply to service-critical communications, which EATRO reserves the right to transmit for purposes of account security, legal disclosure, and operational functionality. Processing of unsubscribe or opt-out requests may require a reasonable administrative period not to exceed ten (10) business days, during which time you may continue to receive communications. EATRO disclaims liability for any message delays, failures, or duplications caused by third-party messaging platforms, carriers, or infrastructure service providers.
You represent and warrant that the email addresses, telephone numbers, and device identifiers you provide to EATRO are accurate, lawfully owned or controlled by you, and not fraudulently submitted or impersonated. You agree to update your contact information in a timely manner to reflect any changes to your primary email address, mobile number, or notification preferences and acknowledge that failure to do so may result in message delivery failure, missed communications, and liability for misdirected notifications. You shall not provide the contact information of third parties without their express consent and shall not initiate proxy or masked registration of contact points with the intent to conceal your true identity.
This Section shall survive the termination, expiration, suspension, or deletion of your Platform account and shall remain binding for as long as EATRO retains any customer data in accordance with its Privacy Policy and data retention obligations.
SECTION 42 — BUSINESS TRANSFERS AND CHANGE OF CONTROL: CONTINUITY OF AGREEMENT AND CUSTOMER OBLIGATIONS UPON CORPORATE RESTRUCTURING EVENTS
You, the Customer, expressly acknowledge, agree, and irrevocably consent that in the event of a merger, acquisition, reorganization, consolidation, asset sale, divestiture, equity transfer, spin-off, corporate restructuring, management buyout, dissolution, insolvency, bankruptcy proceeding (voluntary or involuntary), receivership, or any other business transfer transaction, whether executed in whole or in part, whether by operation of law or by contractual agreement (collectively referred to as a “Change of Control Event”), all rights, obligations, licenses, privileges, duties, liabilities, customer data, account identifiers, transactional histories, service preferences, and terms of this Agreement shall be fully and automatically assigned, transferred, novated, conveyed, or otherwise succeeded to the surviving, acquiring, or controlling entity without the need for any separate authorization, notification, consent, or approval by you, the Customer.
You understand and accept that, pursuant to such a Change of Control Event, any and all information previously collected by EATRO Inc., including but not limited to your personal identifiable information (PII), order data, delivery instructions, payment credentials, feedback history, communication logs, device metadata, and behavioral analytics, may be transferred or disclosed as part of the due diligence process and as a material asset of the business, in accordance with the terms set forth in EATRO’s Privacy Policy and applicable law. You further acknowledge that EATRO, its successors, or assignees shall retain the unilateral right to modify its privacy practices, terms of service, data retention periods, commercial operations, platform structure, and business models as part of or subsequent to such event, provided that such modifications are not in material breach of applicable law or regulatory obligations.
You agree that EATRO, and any entity that assumes its legal obligations or acquires its assets, shall not be liable to you for any change in control, name, management, ownership, jurisdiction of incorporation, or structural reformation that results in the continuation, rebranding, migration, or relaunch of the EATRO Platform, so long as the essential contractual obligations to you under this Agreement remain substantially unaltered, or are superseded by new terms to which you affirmatively agree. Your continued use of the Platform after such a transition shall constitute your acceptance of the surviving or successor entity’s governance of the Agreement and your continued legal relationship thereto.
In the event that you choose to discontinue use of the Platform as a result of such a Change of Control Event, your sole and exclusive remedy shall be to terminate your account, forfeit any unused subscription services, and delete any installed Platform interfaces from your devices. You agree that you shall not be entitled to receive any refunds, pro-rata credits, damages, or compensation due solely to a change in the identity of the legal operator of the Platform, and you waive any and all equitable or injunctive relief claims to prevent, delay, or reverse such a transaction.
This Section shall survive the termination or expiration of this Agreement and shall remain binding upon you and your successors, legal representatives, heirs, and assigns, regardless of the specific structure or outcome of the business transaction that triggers the Change of Control Event.
SECTION 43 — USER CONTENT OWNERSHIP AND LICENSE GRANT: SCOPE OF CUSTOMER-SUBMITTED MATERIALS AND PLATFORM UTILIZATION RIGHTS
You, the Customer, acknowledge and agree that any and all materials, text, photographs, audio recordings, video clips, ratings, reviews, commentary, written testimonials, profile information, location data, submissions, feedback, messages, communications, or other content or data, whether visual, textual, auditory, or otherwise, that you voluntarily submit, transmit, publish, upload, post, display, disseminate, or otherwise make available through the EATRO Platform, including via mobile applications, web portals, feedback forms, community pages, or associated third-party service integrations (collectively, “User Content”), shall remain, as between you and EATRO Inc., your sole intellectual property and proprietary material, subject to the express licensing terms set forth herein. You hereby affirm that you possess all necessary rights, title, and interest in and to such User Content, including any rights of publicity, copyrights, or trademarks, and that said content is not confidential, does not contain sensitive data of third parties, and is not subject to any third-party license, restriction, non-disclosure obligation, or exclusivity agreement that would prevent its lawful use on the Platform.
Notwithstanding your continued ownership of the underlying intellectual property embodied in your User Content, you hereby grant to EATRO Inc., its affiliates, successors, sublicensees, assignees, vendors, contractors, marketing partners, data processors, and any third parties acting on its behalf, a non-exclusive, irrevocable, perpetual, royalty-free, worldwide, fully paid-up, transferable, and sublicensable license to use, copy, reproduce, modify, edit, adapt, translate, publicly display, publicly perform, host, index, store, distribute, publish, broadcast, transmit, and otherwise exploit such User Content, in whole or in part, for any and all purposes whatsoever, whether commercial or non-commercial in nature, including but not limited to advertising, promotion, social media dissemination, customer engagement, public relations, quality assurance, platform improvement, analytics, training, archival, or publication in digital or print formats.
You further consent to EATRO’s unrestricted use of your name, username, likeness, profile photo, and geographic location in conjunction with the User Content, and you irrevocably waive any and all moral rights or rights of attribution, integrity, or disclosure that may otherwise arise under statutory or common law doctrines. You agree that EATRO shall not be required to seek your permission, provide notification, or furnish compensation of any kind in connection with its authorized use of the licensed content, and you release EATRO from all claims, demands, causes of action, and liabilities arising from or related to its use of such content as contemplated herein.
You acknowledge that EATRO is not obligated to monitor or moderate User Content but reserves the right, in its sole and absolute discretion, to review, edit, refuse to display, remove, or disable access to any User Content at any time and for any reason, including, without limitation, content that is defamatory, offensive, misleading, infringing, fraudulent, or in violation of this Agreement or any applicable laws. You agree not to post or submit any content that violates any third-party rights, including copyrights, trademarks, rights of publicity or privacy, or that constitutes a breach of contract, or a violation of any criminal or civil statute, rule, or regulation.
This Section shall survive termination or expiration of this Agreement and shall continue to govern all content you have submitted to the EATRO Platform prior to such termination, regardless of the current status of your customer account.
SECTION 44 — AGE RESTRICTIONS AND PARENTAL CONSENT: PLATFORM ELIGIBILITY AND LEGAL CAPACITY TO CONTRACT
You, the Customer, do hereby represent, warrant, and affirm that, as of the moment of executing this Agreement or accessing the EATRO Platform by any means, you are at least eighteen (18) years of age or the age of legal majority in your jurisdiction of residence, whichever is greater, and possess the full legal capacity, cognitive competency, and contractual authority to enter into binding agreements under applicable civil, statutory, or common law. In jurisdictions where the age of majority exceeds eighteen (18) years or where specific legal capacity requirements apply to the formation of contracts in the context of digital commerce or food delivery services, you further represent and warrant that you satisfy those higher standards. In the event that you are under the age of majority or are otherwise incapable of entering into binding legal obligations under the governing laws applicable to your jurisdiction, you may only access or use the EATRO Platform with the prior express consent, guidance, and continued supervision of a parent or legal guardian who has reviewed, understands, and expressly agrees to be bound by all terms and provisions contained in this Agreement, and who assumes full legal and financial responsibility for your actions on the Platform, including but not limited to purchases, subscriptions, content submissions, or any other interactions, whether contractual or behavioral. EATRO reserves the right, at its sole discretion, to request documentary or evidentiary proof of age or guardian consent at any time, and to suspend or terminate any user account found to be operated in violation of the age requirements herein or in contravention of applicable child protection laws, internet safety statutes, or digital service standards. You further agree that if you falsely represent your age or status for the purposes of circumventing these terms, EATRO shall be entitled to pursue any and all remedies available at law or in equity, including but not limited to damages for fraud, misrepresentation, and breach of contract. The obligations contained in this Section shall survive any termination or suspension of this Agreement or your user account and shall remain enforceable against you and your parent or legal guardian where applicable.
SECTION 45 — PROMOTIONS, SWEEPSTAKES, AND GIVEAWAYS: INCENTIVE STRUCTURES, CONSUMER PARTICIPATION, AND OPERATIONAL TERMS
You, the Customer, hereby acknowledge, understand, and consent that EATRO Inc., in the ordinary course of promoting its digital platform facilitating home-cooked meal delivery by independent food entrepreneurs, including certified home chefs and ghost kitchen vendors, may from time to time offer, organize, and administer a variety of marketing-based incentive campaigns, referral challenges, subscription promotions, discount codes, time-limited offers, reward-based contests, culinary sweepstakes, branded giveaways, and event-based prize distributions (collectively, “Promotional Events”) which may include, but are not limited to, monetary discounts on meal plan subscriptions, free meal credits, complimentary delivery tokens, early access privileges, VIP upgrades, EATRO merchandise, or prize-based benefits redeemable at physical or digital events sponsored or endorsed by EATRO. All such Promotional Events are provided purely as discretionary engagement tools and shall be governed exclusively by the individual terms, criteria, expiration policies, and eligibility limitations specified at the time of launch or public announcement of the specific Promotional Event.
You agree that your participation in any EATRO promotion—whether through code redemption, referral link distribution, platform engagement metrics, feedback contributions, or registration at offline culinary festivals—shall be deemed full and binding acceptance of the rules governing such Promotional Event and that EATRO may modify, terminate, cancel, postpone, reallocate, or discontinue any Promotional Event at its sole discretion and without prior notice, even where your participation has been partially completed or conditionally verified. You understand that all promotional benefits shall be void where prohibited by law and that certain promotions may not be available in your jurisdiction due to regional regulatory differences, tax enforcement limitations, public health codes, or platform availability constraints. EATRO reserves the right to restrict, withhold, disqualify, or reverse the distribution of any promotional reward, discount, or prize in the event of suspected fraud, duplicate account creation, Terms of Service violations, breach of promotional integrity, system tampering, third-party abuse, or other conduct inconsistent with the spirit of the campaign.
You further acknowledge that EATRO may use promotional activities to stimulate chef discovery, customer loyalty, or traffic to specific categories (e.g., Healthy Greens, Indian Cuisine, or Mediterranean offerings), or to promote attendance at live events such as EATRO Food Fest, and that any associated rewards—such as free meals, gift bags, entry passes, or chef meet-and-greets—are issued without warranty, are not convertible to cash unless required by law, are non-transferable without EATRO’s prior written consent, and may expire or become void based on inaction, abuse, or external operational limitations. EATRO shall have no obligation to honor expired or improperly redeemed promotions and disclaims any liability for promotional codes that were issued fraudulently, intercepted, duplicated, or exploited contrary to published instructions.
Furthermore, EATRO disclaims all liability for third-party promotional collaborations, including brand-sponsored prize fulfillment, and reserves the right to substitute any promotional reward of equivalent or greater value if the original reward becomes unavailable due to supply limitations, logistical disruptions, or regulatory constraints. By participating in any Promotional Event, you release EATRO, its officers, agents, vendors, and associated sponsors from any and all liability, claims, damages, or injuries arising from or connected to the event, whether foreseeable or unforeseen, and you expressly waive the right to seek injunctive relief or equitable remedies in relation to promotional offerings.
This Section shall survive termination or cancellation of your EATRO subscription or customer account and shall remain enforceable for the duration of any outstanding or partially completed Promotional Event in which you previously registered or participated.
SECTION 46 — FOOD ALLERGIES, INGREDIENT DISCLOSURES, AND LIMITATION OF LIABILITY FOR ADVERSE REACTIONS
You, the Customer, hereby expressly acknowledge, understand, and agree that the consumption of food inherently involves the risk of exposure to allergens, dietary irritants, and cross-contaminated ingredients, whether due to the intrinsic composition of a meal, the sourcing of raw materials, or the preparation environment of the individual chef, ghost kitchen, or home-based culinary operation fulfilling your order. You further understand that EATRO Inc. operates solely as a technology intermediary and marketplace facilitator, enabling licensed and certified independent food preparers to list, market, and sell their prepared meals to customers via the Platform, and that EATRO neither prepares food directly nor assumes custodial control over the ingredients, cooking conditions, or allergen separation protocols employed by these third-party chefs.
You agree and affirm that it is your sole and exclusive obligation to thoroughly review all publicly listed ingredients, meal descriptions, chef bios, allergy notices, preparation disclosures, or platform-generated warnings prior to placing any order through the EATRO Platform. You are responsible for identifying and listing any food allergies, sensitivities, or medical dietary restrictions (including but not limited to shellfish, peanuts, tree nuts, dairy, gluten, soy, eggs, sesame, artificial sweeteners, or MSG) using the available features at checkout, in your customer profile, or through direct in-app messaging with the chef, where such functionality exists. You further agree that any failure to timely and clearly disclose such allergies prior to food preparation and delivery shall constitute a complete waiver of liability by EATRO, and you accept full personal responsibility for any physical, medical, allergic, gastrointestinal, or anaphylactic reaction resulting from your consumption of the delivered meals.
EATRO shall not be held liable, either directly or vicariously, for any claims, injuries, illnesses, damages, hospitalizations, or deaths arising from the ingestion, inhalation, or physical contact with any known or unknown allergen contained within a delivered meal, nor shall EATRO be responsible for chef mislabeling, kitchen-level contamination, substitution errors, or omissions where such allergic condition was not expressly disclosed by you in advance. You agree to hold harmless and indemnify EATRO, its officers, employees, agents, and affiliates from any and all liability, including litigation costs and legal fees, associated with your failure to properly communicate or document your dietary risks.
You understand that while EATRO requires chefs to meet baseline safety standards and recommends compliance with ANSI-accredited food handling procedures, including safe allergen practices, it cannot guarantee the elimination of trace cross-contamination or the segregation of prep surfaces in home kitchens, ghost kitchens, or temporary facilities used by Platform chefs. You expressly waive all claims based on strict liability, implied warranty of fitness, or the doctrine of res ipsa loquitur relating to foodborne allergens.
This Section shall survive termination of this Agreement and remain binding in perpetuity for all food transactions conducted through the EATRO Platform.