Terms and Conditions

1. Agreement to these Terms

These Terms and Conditions ("Terms") are a binding agreement between you and MagnetIQ Marketing Solutions c/o Barraza Professional Services LLC ("PlateLogic", "we", "us"), located at 18203 Rim Dr 101-1008, San Antonio, TX 78257, USA. By creating an account, subscribing, placing an order, or otherwise using plate-logic.com, the restaurant and staff consoles, the embeddable menu or any ordering storefront we host (together, the "Services"), you accept these Terms and our Privacy Policy.

"Restaurant" means a business that subscribes to the Services. "Guest" means an end customer who orders through a Restaurant's storefront. If you accept these Terms on behalf of a business, you represent that you are authorised to bind it. If you do not agree, do not use the Services. Effective August 2, 2026.

2. The Services and our role

PlateLogic is software. We provide ordering, menu management, kitchen, dine-in, delivery-dispatch, messaging, analytics and integration tools. We do not prepare, handle, sell, deliver or inspect food; we do not employ Restaurant staff; and we are not a party to any transaction between a Guest and a Restaurant. Each Restaurant is solely responsible for its menu, pricing, allergen and nutrition information, food safety, licensing, taxes, staffing, order fulfilment and customer service.

Third-party services (Stripe, Twilio, DoorDash Drive, Uber Eats, Favor, Postmates, Toast, Clover, Square, mapping and listing providers) are operated by those companies under their own terms. We are not responsible for their acts, omissions, outages, pricing or data practices.

3. Accounts, staff access and security

You must provide accurate information, keep credentials confidential, and are responsible for all activity under your account, including activity by your staff, PIN holders and anyone you invite. You must promptly deactivate access for departing staff, and notify us immediately of suspected unauthorised access. We may suspend an account to protect the platform, other users, or to comply with law.

4. Subscriptions, fees and taxes

Subscriptions are billed in advance on a recurring monthly basis through our payment processor, are month-to-month unless a written order form says otherwise, and renew automatically until cancelled from the billing portal. Cancellation takes effect at the end of the current billing period.

• Fees are non-refundable except where required by law or expressly stated in writing. Partial periods are not pro-rated.
• Card processing fees, courier fees, SMS usage, marketplace commissions and POS vendor fees are charged by those providers at their rates and are your responsibility.
• You are responsible for determining, collecting and remitting all sales, use, meals and other taxes applicable to your orders. Tax rates you configure are your responsibility, not ours.
• We may change plan pricing with at least 30 days' notice to the account owner; continued use after the effective date accepts the new pricing.
• If a payment fails or a chargeback is raised, we may suspend the Services until amounts owed are paid, and you remain liable for those amounts plus reasonable collection costs.

5. Guest orders, payments, cancellations and refunds

Placing an order creates a contract between the Guest and the Restaurant. Prices, availability, fees, delivery ranges, prep times and quoted delivery windows are estimates set by the Restaurant and may change. Card payments are processed by Stripe; PlateLogic does not hold Guest funds.

A Guest may cancel for an automatic card refund only before the Restaurant marks the order as being prepared. After preparation begins, a Guest may request store credit, which the Restaurant approves or declines at its discretion. Refund, credit and dispute outcomes are decided by the Restaurant; PlateLogic only executes the instruction.

6. Acceptable use

You agree not to, and not to permit anyone to:

• Use the Services unlawfully, or to sell items you are not licensed to sell (including alcohol, tobacco or cannabis without valid authorisation).
• Upload content that is false, misleading, defamatory, infringing, obscene, or that misstates allergens, ingredients or prices.
• Send messages that violate the TCPA, CAN-SPAM, carrier rules or our messaging policies, including texting recipients who have not consented or who have opted out.
• Fabricate, incentivise deceptively, or suppress genuine Guest reviews.
• Probe, scan, overload, scrape, reverse engineer, decompile or circumvent authentication, rate limits or access controls, or access another Restaurant's data.
• Resell, sublicense or white-label the Services to third parties without our written consent.

We may remove content or suspend access for a breach of this section, with or without notice where the breach creates legal or security risk.

7. Data ownership and licence

Restaurants retain ownership of their menu, brand assets, Guest records and order data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, adapt and process that content solely to operate, secure, support and improve the Services, including publishing menu feeds to channels you enable. We may use aggregated, de-identified data that does not identify you or any Guest for benchmarking and product improvement.

You represent that you have all rights and consents needed for the content and personal data you upload, including consent to email or text Guests. Our handling of personal data is described in the Privacy Policy, which forms part of these Terms.

8. Intellectual property

The Services, including all software, designs, templates, documentation and the PlateLogic name and logo, are owned by us and our licensors and are protected by intellectual property law. We grant you a limited, revocable, non-transferable right to access and use the Services during your subscription. No other rights are granted, and all rights not expressly granted are reserved.

9. Availability, changes and beta features

We aim for high availability but the Services are provided without an uptime commitment unless a signed order form states one. We may modify, add or discontinue features, and may perform maintenance, with reasonable notice for material changes. Features labelled beta, preview or demo are provided as-is and may be changed or withdrawn at any time. Interruptions caused by third-party providers, networks, or Guest or Restaurant devices are outside our control.

10. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT ANY PARTICULAR SALES, ORDER VOLUME, SEARCH RANKING, DELIVERY TIME, MESSAGE DELIVERABILITY, OR RESULT FROM USING THE SERVICES.

We make no representation that use of the Services makes you compliant with any law, including food safety, accessibility, tax, payment card, privacy or messaging law. You are responsible for your own compliance.

11. Limitation of liability and liability cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PLATELOGIC NOR ITS OWNERS, MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, BUSINESS INTERRUPTION, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES YOU ACTUALLY PAID TO US FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE PAID US NOTHING, OUR TOTAL LIABILITY IS LIMITED TO ONE HUNDRED U.S. DOLLARS (US$100).

We are not liable for food quality, food safety, allergens, illness, injury, late or failed delivery, courier or marketplace conduct, POS or payment provider failures, incorrect prices, taxes or fees configured by a Restaurant, or the content of messages a Restaurant sends. Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you; in that case our liability is limited to the smallest extent permitted by law.

12. Indemnification

You agree to defend, indemnify and hold harmless MagnetIQ Marketing Solutions, its affiliates, owners, members, officers, employees, contractors and agents from and against any and all claims, demands, actions, investigations, damages, losses, liabilities, fines, penalties, settlements, judgments, and reasonable costs and attorneys' fees arising out of or relating to:

• your use of, or inability to use, the Services, or use by anyone accessing the Services through your account;
• your menu, prices, taxes, fees, images, brand assets, reviews, allergen or nutrition information, or any other content you provide;
• food you prepare, sell, package or deliver, including illness, injury, allergic reaction, contamination, spoilage or mislabelling;
• any order, refund, chargeback, cancellation or dispute between you and a Guest, courier, marketplace or payment provider;
• emails, SMS or push messages sent through the Services to your Guests or staff, including TCPA, CAN-SPAM, carrier or consent claims;
• your handling of personal data, or a claim that you lacked the rights or consents required for data you uploaded;
• your breach of these Terms, the Privacy Policy, the acceptable use section, or any applicable law, licence or regulation; and
• your infringement or misappropriation of any third party's intellectual property or other rights.

We will notify you of any claim we seek indemnity for, and you will not settle any claim in a way that imposes obligations on us or admits our fault without our prior written consent. We may assume control of the defence at our own expense, and you will cooperate reasonably.

13. Term, suspension and termination

These Terms apply while you use the Services. You may cancel at any time from the billing portal. We may suspend or terminate access immediately for non-payment, a material breach, a security or legal risk, or misuse, and otherwise on 30 days' notice. On termination your right to use the Services ends; we will make your data available for export for 30 days, after which it may be deleted in line with our Data Deletion Policy. Sections on fees owed, data licence for retained records, disclaimers, liability, indemnification, governing law and dispute resolution survive termination.

14. Governing law and venue

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Texas, USA, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods. You and we submit to the exclusive jurisdiction of the state and federal courts located in Bexar County, Texas, and each party waives any objection to venue or inconvenient forum there.

15. Dispute resolution, informal notice and class waiver

Before filing a claim, you agree to send a written notice describing the dispute to info@plate-logic.com and to negotiate in good faith for 30 days. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. Any claim must be brought within one (1) year after it arises, or it is permanently barred, unless a longer period is required by law. Either party may seek injunctive relief in court to protect intellectual property or confidential information.

16. General terms

• Force majeure: neither party is liable for delays or failures caused by events beyond its reasonable control.
• Assignment: you may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, financing or sale of assets.
• Independent parties: no partnership, joint venture, franchise, employment or agency relationship is created.
• No third-party beneficiaries, except that our affiliates and personnel may enforce the disclaimer, liability and indemnification sections.
• Severability and waiver: if a provision is unenforceable it is limited or severed and the rest remains in effect; failure to enforce a provision is not a waiver.
• Entire agreement: these Terms and the Privacy Policy are the entire agreement between us on this subject and supersede prior discussions and proposals.
• Changes: we may update these Terms and will post the new version here with an updated date; material changes are emailed to account owners, and continued use accepts them.
• Notices: legal notices to us must be sent to info@plate-logic.com and to 18203 Rim Dr 101-1008, San Antonio, TX 78257, USA.