Please read these terms carefully. They explain how the GrubDial Partner Program works, how you earn and receive commissions, and the rules you agree to follow when you refer restaurants to GrubDial.
1. About this agreement
1.1 The parties and the documents that apply
These GrubDial Partner Program Terms (the “Program Terms”) form a contract between GrubDial, Inc., a Delaware corporation (“GrubDial”, “we”, “our” or “us”), and the person or business that signs up for the Program (“Partner” or “you”). The full agreement between you and GrubDial (the “Agreement”) consists of four parts: these Program Terms, the Program Policies posted in the Partner Portal, the GrubDial Brand Guidelines, and any addenda that you and GrubDial have both signed.
You accept these Program Terms when you enroll in the Program or take part in it. If you sign up for a company or other organization, you confirm that you are authorized to bind it to the Agreement.
1.2 Program administration through Dub
Dub Technologies, Inc. (“Dub”) runs the Program on our behalf. Dub’s terms of service and platform policies also apply to your use of the Partner Portal.
1.3 Key terms
Capitalized words in the Agreement have the meanings below.
• “Affiliate Link” is the unique tracking link or code issued to you in the Partner Portal. • “Commission” is any amount we owe you under Section 4. • “Commissionable Revenue” is the recurring subscription fees for the Service that GrubDial actually collects from a Qualified Merchant, after subtracting refunds, credits, chargebacks, discounts and taxes. It does not include one-time fees (such as implementation, integration and setup fees), booking or per-transaction fees, hardware, telephony or other pass-through charges, or professional services. • “Merchant” is a restaurant or other business that buys the Service. • “Partner Portal” is the Program’s partner dashboard, which is currently located at partners.grubdial.ai. • “Program” is the GrubDial partner and affiliate program set out in these Program Terms. • “Program Policies” are the commission rates, attribution windows, holding periods, payout thresholds and other operating details posted in the Partner Portal at partners.grubdial.ai or on GrubDial’s Dub program page at partners.dub.co/grubdial, as we update them under Section 1.4. If the two sources conflict, the Partner Portal governs. • “Qualified Merchant” is a Merchant that meets every requirement in Section 3.2. • “Referred Partner” is a partner who signed up using your partner referral link and was accepted into the Program. • “Service” is GrubDial’s voice AI services, as described in the GrubDial Terms of Use at grubdial.ai/terms.
1.4 Changes to the Program
We can change these Program Terms and the Program Policies at any time. A material change takes effect thirty (30) days after we tell you about it by email or in the Partner Portal. Changes that the law requires, or that deal with fraud or security, take effect right away. Every change applies only going forward and will not reduce Commissions you have already accrued. If you keep participating after a change takes effect, you accept it.
We can also suspend or end all or part of the Program at any time. If we do, we will pay accrued Commissions as set out in Section 5.
2. Joining the program
2.1 Signing up
You join by enrolling in the Partner Portal at partners.grubdial.ai. The information you give us must be accurate and complete, and you must keep it up to date. We may reject or cancel any enrollment, and check your eligibility again at any time, at our sole discretion.
2.2 Who can take part
You must be 18 or older and legally able to enter into a binding contract. These people and businesses cannot earn Commissions:
• (a) GrubDial employees and contractors, along with their immediate family and household members; • (b) employees or agents of GrubDial’s resellers, ISOs or channel partners who are acting within a separate paid arrangement with GrubDial that covers the same Merchant; • (c) owners, operators or decision-makers who refer a Merchant that they own, control or work for, or in which they have a material financial interest; and • (d) anyone located in a place where the law prohibits or restricts taking part in the Program or receiving referral compensation.
2.3 When the agreement starts
The Agreement starts when you finish enrolling in the Partner Portal and stays in effect until either party ends it (the “Term”).
3. How referrals are credited
3.1 Tracking and attribution
We credit referrals in two ways: through your Affiliate Link, using Dub’s tracking system, or through a lead you submit on GrubDial’s lead registration form at partners.grubdial.ai (a “Registered Lead”). A Merchant is credited to you if either of these applies:
• (a) the Merchant buys the Service within the attribution window in the Program Policies (currently 90 days), counted from its first click on your Affiliate Link; or • (b) you submitted the Merchant as a Registered Lead, GrubDial confirmed the registration in writing, and the Merchant buys the Service within 90 days after that confirmation.
Every lead registration needs GrubDial’s approval. A registration lapses if the lead does not convert within the registration window. After that, any partner may register the lead again, or GrubDial may pursue it directly.
When more than one partner claims the same Merchant, a confirmed Registered Lead wins over a link click. Between link clicks, the last valid click before the purchase wins, subject to Section 3.2. GrubDial’s records are the official record for attribution and for calculating Commissions.
3.2 Which merchants qualify
A Merchant counts as a Qualified Merchant only if GrubDial, using its reasonable discretion, determines that all of the following are true:
• (a) the Merchant is a new prospect for GrubDial, and at the time of the referral, or at any point in the 60 days before it, was not already a GrubDial customer, an active lead, or in an active sales process with GrubDial or one of its channel partners; • (b) the Merchant signs an Order with GrubDial, goes live and pays its first invoice; • (c) the Merchant is not you, a business you control or work for, or a business in which you have a material financial interest; and • (d) the referral was not obtained by breaking any rule in Section 6.
At our sole discretion, we may make an exception for a lapsed lead that GrubDial has not contacted in the previous six months.
3.3 One program per referral
Each Merchant referral can be paid under only one GrubDial program or agreement. If you belong to more than one GrubDial partner, reseller or referral arrangement, the one under which the Merchant was first validly registered applies. We will decide the original lead source using our reasonable discretion and our records.
3.4 Designated and enterprise accounts
GrubDial may exclude certain accounts from standard Program economics. These can include multi-unit brands, franchise systems, enterprise accounts, and Merchants covered by an exclusive channel or reseller arrangement. Any Commission for an excluded account must be agreed in a signed writing before you make the referral. Without that writing, Program Commissions for a designated account apply only to the locations that GrubDial confirms in writing.
4. Earning commissions
4.1 Commissions on merchants you refer
For every Qualified Merchant credited to you, GrubDial will pay you the percentage of Commissionable Revenue set in the Program Policies shown in the Partner Portal. We calculate this for each Merchant for each calendar month. Payments continue as long as both of these remain true: (a) the Merchant is still an active, paying customer in good standing, and (b) you are still a participant in good standing under the Agreement.
4.2 Commissions on partners you refer
For every Referred Partner, GrubDial will pay you the percentage set in the Program Policies shown in the Partner Portal of the Merchant Commissions that Referred Partner actually earns. The conditions in Section 4.1 apply to these payments too.
This reward covers one level only. You earn nothing on partners that your Referred Partners bring in, and nothing is paid simply for recruiting partners. All compensation under the Program comes only from sales of the Service to Merchants.
4.3 Commission rates
Commission percentages are set only in the Program Policies shown in the Partner Portal. Notwithstanding Section 1.4, GrubDial may change them at any time, and a change takes effect as soon as it is posted. A new rate applies going forward to Commissionable Revenue collected on or after the date it takes effect, including revenue from existing Qualified Merchants, and does not reduce Commissions already accrued. GrubDial is not bound by any Commission percentage stated in marketing materials, correspondence or anywhere else.
4.4 When no commission is owed
In addition to any other limit in the Agreement, no Commission is owed to the extent that:
• (a) the Merchant does not meet the requirements of Section 3.2; • (b) the Merchant objects to referral compensation or prohibits it by contract; • (c) the Merchant pays you directly for the same referral; • (d) the Commission resulted from fraud, self-referral, misuse of the Affiliate Link or a breach of the Agreement; • (e) applicable law prohibits or restricts the payment; or • (f) the fees behind it are refunded, credited, charged back or written off as uncollectible.
4.5 Changes to a merchant’s account
If a Qualified Merchant downgrades, pauses, leaves or stops paying, the related Commission changes or stops to match. If the same business, or a business that succeeds it, cancels and signs up again, that does not restart attribution or create new attribution unless GrubDial confirms otherwise in writing.
4.6 Adjustments and clawbacks
We calculate Commissions only on money we actually collect. If collected amounts are later refunded, charged back or credited, or if we paid a Commission by mistake or in breach of the Agreement, we may subtract that amount from future payouts or ask you to pay it back. A negative balance carries forward until it is cleared.
5. Getting paid
5.1 What you need before we can pay you
We can pay you only after you have done all of the following: (a) accepted the Agreement; (b) finished onboarding in the Partner Portal; (c) added a valid, current payout method; and (d) completed every tax document GrubDial or Dub requires, such as IRS Form W-9 or W-8, whichever applies. If any of these items is still missing six (6) months after a Commission first becomes payable, you permanently lose that Commission.
5.2 When payouts happen
Commissions accrue each month and are paid through the Partner Portal once a 45-day holding period has passed. The holding period runs from the end of the month in which we collected the underlying fees, so that refunds, chargebacks and cancellations can be accounted for. Any balance under the minimum payout threshold in the Program Policies rolls over to the next payout.
5.3 Taxes
You alone are responsible for all taxes on the amounts paid to you. GrubDial or Dub may withhold tax where the law requires it and will issue tax forms as required.
6. Rules for promoting GrubDial
6.1 Following the law and disclosing your relationship
When you market the Service, you must follow all applicable laws, regulations and platform rules, and you must make sure anyone acting for you does the same. These include the FTC Act and the FTC’s endorsement guides, CAN-SPAM, the TCPA and applicable telemarketing and call-recording laws, and applicable privacy and data protection laws. Wherever you promote your Affiliate Link, you must clearly and conspicuously disclose your material connection to GrubDial, meaning that you are paid for referrals.
6.2 Prohibited activities
You must not:
• (a) make false, misleading or unsupported claims about the Service, including its capabilities, pricing or expected results, or make any claims about earnings or income from the Program; • (b) bid on, buy or target “GrubDial”, “grubdial.ai” or confusingly similar terms as search or advertising keywords, or run ads through your Affiliate Link that compete with GrubDial’s own advertising; • (c) register any domain, subdomain, social media handle, email address or app listing that contains “GrubDial” or a confusingly similar term, or create landing pages that copy GrubDial’s site or suggest that you are GrubDial; • (d) send unsolicited bulk messages, use purchased lists in a way that breaks applicable law, or call or text Merchants in a way that breaks the TCPA or state telemarketing laws; • (e) manipulate tracking in any way, including cookie stuffing, forced clicks, iframe or pixel manipulation, incentivized or fake signups, or bots; • (f) refer yourself or businesses you control, or split, recycle or resubmit referrals to earn extra Commissions; • (g) offer Merchants discounts, rebates or payments that GrubDial has not authorized, or make any commitment for GrubDial; • (h) negotiate or change any terms, pricing or service levels for GrubDial, or claim to bind GrubDial to them; • (i) collect payment from Merchants for GrubDial; • (j) disparage GrubDial or market in a way that damages GrubDial’s reputation; or • (k) promote the Service alongside unlawful, deceptive or objectionable content or businesses.
6.3 Anti-bribery and sanctions
You must not offer or give anything of value to win business in breach of anti-bribery laws, including the FCPA. You confirm that you are not located in a sanctioned country or region and are not named on any restricted-party list, and you agree to comply with U.S. export control and sanctions laws.
6.4 Records and audits
If we ask, you must promptly show us where your Affiliate Link appears (for example, links, screenshots and message sends) and give us reasonable records of your referral activity. We may audit Program activity, and we may hold back Commissions while we investigate a suspected breach in good faith.
7. Using the GrubDial brand
Subject to the Agreement, GrubDial gives you a limited license during the Term to use the GrubDial name, logo and the marketing materials we provide, only to promote the Service and only as the GrubDial Brand Guidelines allow. This license is revocable, non-exclusive, non-transferable and non-sublicensable.
You may not change GrubDial’s marks, pair them with other marks, or use them in a way that suggests GrubDial endorses your other products or services. Any goodwill created by your use of GrubDial’s marks belongs to GrubDial. GrubDial may ask you to update or take down any materials at any time. Apart from this limited license, you receive no intellectual property rights, and GrubDial keeps all rights in the Service, its marks and its content.
8. Our relationship
You work as an independent contractor. The Agreement does not make you GrubDial’s employee, agent, partner, joint venturer or franchisee, and you cannot bind GrubDial or take on obligations for it. You must describe yourself as an independent partner, never as GrubDial’s employee, agent or representative.
The relationship is non-exclusive on both sides. GrubDial may sell through any channel and run other programs, and no territory, Merchant category or flow of leads is reserved for you.
9. Customers, data and confidentiality
9.1 Merchants are GrubDial’s customers
Every Merchant is a GrubDial customer. GrubDial owns and controls all Merchant relationships, agreements, pricing, service delivery, support, renewals and data. The Agreement gives you no right, title or interest in any Merchant relationship or in any data the Service generates.
9.2 Personal information
If you receive personal information about prospective Merchants or their staff through the Program, you must:
• use it only to make referrals under the Agreement; • protect it with reasonable safeguards; • not sell it or disclose it for any other purpose; • tell us promptly about any breach involving it; and • delete it when the Agreement ends or when we ask.
9.3 Confidential information
“Confidential Information” is non-public information that GrubDial discloses and either marks as confidential or that a reasonable person would understand to be confidential. Examples include Program economics that are not publicly posted, roadmaps, pricing, Merchant lists and performance data.
You may use Confidential Information only to carry out the Agreement. You must protect it with at least reasonable care and must not disclose it to third parties. If the law compels you to disclose it, you may do so, and you must give GrubDial prompt notice where the law allows. These duties last for three (3) years after the Agreement ends, and with no end date for trade secrets.
9.4 No circumvention
During the Term and for twelve (12) months afterward, you must not use Confidential Information or Merchant relationships that came from the Program to persuade GrubDial customers to cancel or reduce their use of the Service, or to buy a competing voice AI ordering or answering service.
10. Ending the agreement
10.1 How the agreement can end
You can end the Agreement at any time by telling us or by closing your Partner Portal account. We can end the Agreement or suspend your participation at any time, with or without cause, by notifying you. We can also end it immediately and without notice if you breach the Agreement, commit fraud, or act in a way we reasonably believe harms GrubDial, Merchants or the public.
10.2 What happens when it ends
Once the Agreement ends, you must stop using your Affiliate Link, GrubDial’s marks and all Program materials.
If we end the Agreement for cause, or if you have breached it, you lose all unpaid and future Commissions. If you end the Agreement, or we end it without cause, we will pay the Commissions accrued up to the end date in the normal course, and recurring Commissions on the Qualified Merchants you have at that time will continue for twelve (12) months after the end date, subject to Sections 4 and 5.
10.3 Terms that continue after it ends
Sections 1.4, 4.6, 5.3, 6.4, and 8 through 15 remain in effect after the Agreement ends.
11. Disclaimers
THE PROGRAM, THE PARTNER PORTAL AND ALL PROGRAM MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GRUBDIAL DISCLAIMS EVERY WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GRUBDIAL DOES NOT PROMISE THAT TRACKING WILL BE UNINTERRUPTED OR ERROR-FREE, AND MAKES NO PROMISE ABOUT HOW MUCH YOU WILL EARN IN COMMISSIONS, IF ANYTHING.
12. Limits on liability
TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS OR REVENUE, THAT ARISE FROM OR RELATE TO THE AGREEMENT. GRUBDIAL’S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE AGREEMENT IS LIMITED TO THE COMMISSIONS ACTUALLY PAID TO YOU DURING THE TWELVE (12) MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO YOUR INDEMNIFICATION OBLIGATIONS OR TO YOUR BREACH OF SECTIONS 6, 7 OR 9.
13. Your indemnity
You agree to defend, indemnify and hold harmless GrubDial and its officers, directors, employees and agents against any third-party claim, and against all damages, costs and reasonable attorneys’ fees that result, to the extent the claim arises from:
• (a) your marketing or referral activities, including any breach of the FTC Act, CAN-SPAM, the TCPA or other applicable law; • (b) your breach of the Agreement; • (c) your content, or any representation or commitment you make to a Merchant or prospect; or • (d) any dispute between you and a Referred Partner or anyone helping you.
GrubDial may take over the exclusive defense of any matter covered by this indemnity, at your cost. You may not settle any claim without GrubDial’s prior written consent.
14. Disputes and governing law
New Jersey law governs the Agreement, without regard to its conflict of laws rules. Any dispute that arises from or relates to the Agreement or the Program will be settled by binding individual arbitration administered by JAMS in Princeton, New Jersey, under its applicable rules. Each party gives up any right to a jury trial and any right to take part in a class, collective or representative action. Either party may still go to court for equitable relief for infringement or misuse of intellectual property or for breach of confidentiality.
15. General terms
15.1 Transferring the agreement
You may not assign the Agreement unless GrubDial first agrees in writing, and any assignment attempted without that consent is void. GrubDial may assign the Agreement without restriction.
15.2 Notices
GrubDial may send you notices by email to the address on your account or through the Partner Portal. You must send notices to GrubDial by email to sales@grubdial.ai or by mail to GrubDial, Inc., 4469 Route 27, Princeton, New Jersey 08540.
15.3 Events outside a party’s control
Neither party is responsible for any delay or failure caused by events beyond its reasonable control.
15.4 Severability and waiver
If a court or arbitrator finds any provision unenforceable, that provision will be changed only as much as needed to make it enforceable, and the rest of the Agreement stays in force. Not enforcing a provision does not waive it.
15.5 Entire agreement and which terms prevail
The Agreement is the complete agreement between the parties about the Program and replaces all earlier discussions. If you and GrubDial have separately signed a reseller, ISO or channel agreement, that signed agreement prevails over these Program Terms for the Merchants and activities it covers.