1. About this agreement
1.1 Parties and formation
These GrubDial Reseller Agreement terms (the “Reseller Terms”) apply to every Order Form that refers to them. The contract they form is between GrubDial, Inc., a Delaware corporation (“GrubDial”), and the entity named as partner in the Order Form (“Partner”), and it begins on the Effective Date stated in the Order Form. GrubDial and Partner are each a “Party” and together the “Parties.” When Partner signs an Order Form, it accepts the version of the Reseller Terms posted at the referenced URL on the Effective Date.
1.2 Order Forms
An Order Form binds the Parties only once both of them have signed it. Each signed Order Form becomes part of the Agreement and applies only to the products, Territory, and other items listed in it. No purchase order, portal term, email, or Customer Agreement alters the Agreement. Before signing, GrubDial may accept or decline any proposed Order Form at its discretion.
1.3 Which document controls
If documents conflict, this order applies: a signed addendum prevails over an Order Form; an Order Form prevails over these Reseller Terms for the matters it covers; and these Reseller Terms prevail over the Documentation and GrubDial's policies. Each Order Form covers only its stated subject. Nothing in a Customer Agreement changes GrubDial's obligations.
1.4 Posted versions and updates
The Agreement is governed by the version of the Reseller Terms posted at https://grubdial.ai/reseller-terms on the Effective Date, and GrubDial will keep an archived copy of that version. GrubDial may publish a newer version. A newer version binds an existing Agreement only if (a) the Parties sign an Order Form or addendum that adopts it, or (b) the Agreement renews after GrubDial has given at least 30 days' written notice of the newer version. No newer version will shorten the service year of a paid Annual Pool License. This Section does not restrict any change to the product, Documentation, policies, Company Customer Terms, or Wholesale Fees that the Agreement otherwise allows.
2. Appointment and relationship
2.1 Non-exclusive appointment
For the Term, GrubDial appoints Partner, and Partner agrees to act, as a non-exclusive reseller of the Company Product to Customers in the Territory. Partner receives no exclusivity, no most-favored rate, and no rights outside the Territory.
2.2 Independent contractor
Partner is an independent contractor. Partner has no power to bind GrubDial, give warranties on GrubDial's behalf, or take on liability for GrubDial, and Partner will not present itself as GrubDial's agent, employee, franchisee, or legal partner.
2.3 Sales effort and staffing
Partner will make reasonable efforts to sell and support the Company Product and will maintain enough trained sales and support staff to serve its active Customers.
2.4 Training and early launches
GrubDial will take part in Partner's first five Customer launches. Before Partner, or any of its sales or support workers, acts without GrubDial's involvement, Partner or that worker must complete GrubDial's training and certification as it exists at the time. After a material change to the product or the law, GrubDial may require reasonable retraining.
2.5 Year-one launch targets
Unless the Order Form sets a different ramp, Partner will bring new locations live as follows: at least 5 in the first contract quarter, 10 in the second, 15 in the third, and 20 in the fourth. A location counts once GrubDial first processes live Customer traffic for it. Annual Pool Licenses that have not been assigned do not count toward these targets.
2.6 Missed targets
If Partner falls short of a quarterly target, GrubDial may notify Partner in writing and allow 30 days to make up the shortfall. If Partner has not made it up by then, GrubDial may pause new activations, or may require the Parties to sign a referral arrangement before GrubDial accepts any further leads. GrubDial will not impose a shortfall fee, change the fee for a paid Annual Pool, or claw back a fee already earned under a volume band.
3. Finding and selling to Customers
3.1 Registering opportunities
Partner may register a prospect through the registration process GrubDial specifies. Each registration must name the prospect, the planned locations, the main contact, the expected product, and the current active sales step. GrubDial will accept or decline a registration within five business days, and a registration that GrubDial does not answer in that time is treated as accepted. An accepted registration is protected for 90 days, and protection extends in 30-day periods for as long as Partner shows real progress. Protection ends if the prospect declines the offer or becomes inactive, or if Partner supplied false or thin information.
3.2 Reserved and Enterprise accounts
Reserved Accounts cannot be registered. Partner needs GrubDial's written approval before marketing or selling to any Enterprise Customer, and GrubDial may require an addendum covering a custom product, security, support, or pricing. A registration protects the sales relationship only; it does not commit GrubDial to any custom terms or pricing.
3.3 Sales conduct
Partner will work from the current Documentation, describe the Company Product's features and limits fairly, and give every notice that the law or GrubDial's written materials require. Partner will not promise any roadmap item, launch date, integration, service level, or result unless GrubDial has approved it in writing. Partner will make clear that calls may use automated or artificial-intelligence technology and, where required, that calls may be recorded or transcribed.
3.4 Information for Customers before launch
Before a Customer launches, Partner will give it accurate written information about plan features, limits, support, pricing, refunds, data use, call recording, automated or AI interaction, and any third-party services. Partner will not promise any unannounced feature, delivery date, integration, or service level.
3.5 Downstream Sellers
Partner may engage Downstream Sellers without first getting GrubDial's approval. For each one, Partner will keep the list required by Section 3.6, impose terms that protect GrubDial at least as well as the Agreement does, and stay fully responsible for that Downstream Seller's acts, omissions, statements, support, and payments. GrubDial has no payment obligation to any Downstream Seller. GrubDial may require Partner to stop using a Downstream Seller that commits fraud, violates the law, creates a material security risk, or causes serious harm to GrubDial or the Company Product.
3.6 Downstream Seller list
Partner will keep an up-to-date list of its Downstream Sellers and report any changes in the monthly reconciliation file. For each Downstream Seller, the list must show its legal name, trade name, primary contact, and sales territory.
3.7 Marketing and publicity
Each Party may describe the other as a channel partner and may use the other Party's approved marks for that limited purpose. Neither Party will publish a press release, case study, testimonial, or detailed public claim about the relationship without the other Party's written approval. Either Party may withdraw its approval for future uses.
3.8 Brand standards
Partner will follow GrubDial's brand guidelines and will stop or correct any use that GrubDial reasonably considers misleading, unlawful, out of date, or harmful. Unless an approved white-label arrangement applies, Partner will not conceal GrubDial's role in providing the Company Product.
4. Customer contracts and pricing
4.1 Required Customer Agreement
Partner must have a Customer Agreement in place before any Customer receives access. Each Customer Agreement must: • set out the Customer's price, term, tax, refund, support, and payment terms; • require the Customer to follow the Company Customer Terms when accessing and using the Company Product; • state that Partner has no authority to bind GrubDial; and • allow GrubDial to enforce the flow-down terms that protect GrubDial and the Company Product.
In a Partner-billed sale, the Customer Agreement governs price, billing, payment, taxes, refunds, commercial term, renewal, and first-line support. Partner, and not GrubDial, is the seller and the billing party, unless GrubDial signs a direct order with that Customer. Where the Company Customer Terms refer to an order, that reference means the Customer Agreement solely for identifying the Customer, its locations, and the services; it does not require GrubDial to sign the Customer Agreement or to invoice the Customer. Partner will retain proof of each Customer's agreement and provide it to GrubDial on reasonable request.
4.2 Partner sets its own prices
Partner alone decides the prices and terms it offers Customers, and may charge more or less than GrubDial's public or suggested prices. Partner will not say or suggest that GrubDial set or approved Partner's prices. The Agreement does not prevent GrubDial from changing its own prices or competing for business, subject to Section 9.1. Partner's competitive activities are governed by Section 9.2.
5. Wholesale fees, billing and payment
5.1 Partner is the billing party
Partner is the only billing party for every Customer. Partner will invoice Customers, collect their charges, decide on and apply refunds and credits, handle chargebacks, and bear payment-processing fees. GrubDial will not invoice or collect from any Customer unless the Parties agree in writing or a transition after termination requires it.
5.2 Wholesale Fees and excluded charges
Partner will pay GrubDial the Wholesale Fees and any other charges set out in an Order Form or signed addendum. Unless an Order Form says otherwise, Wholesale Fees do not include taxes or usage, delivery, payment, telecom, onboarding, custom-work, hardware, or other third-party charges. Partner owes these amounts whether or not it collects from its Customers. The amount owed to GrubDial is not reduced by a Customer's nonpayment, or by any discount, refund, fraud, chargeback, processor fee, or downstream payment dispute.
5.3 Counting Qualified Licenses
To apply the marginal bands in the Order Form, GrubDial counts Qualified Licenses across GrubDial Voice and GrubDial Pro together. Each band applies only to the license units that fall within that band, and each Customer location is counted once for its active plan. Paid, unexpired Annual Pool Licenses fill the lowest-numbered bands first, in the order they were purchased. Each month, Active Monthly Licenses fill the remaining units in order of Live Date. Unless a signed addendum provides otherwise, no add-on, integration, feature, or assignment of an Annual Pool License adds to the count.
5.4 Annual Pools
Partner must order an Annual Pool in writing and pay for it before GrubDial releases it. Each Annual Pool License is priced under the marginal bands in force when GrubDial accepts the order, and that fee stays fixed for the license's service year. Partner may assign each license to one Customer location within 12 months after purchase. After assignment, the license lasts 12 months, cannot be moved to another location, and does not renew automatically. A license not assigned by the end of its 12-month assignment window expires with no credit or refund. GrubDial may decline an order if Partner has any overdue amount or if GrubDial lacks capacity for a stated launch plan.
5.5 Monthly billing and late payment
GrubDial invoices Active Monthly Licenses in arrears. The first and last months are prorated by calendar day, starting on the Live Date and ending when GrubDial disables service for the location. Partner will pay each invoice in U.S. dollars, by ACH or wire, within 14 days after the invoice date. Overdue amounts may accrue interest at the lower of 1% per month and the highest lawful rate. Partner will reimburse GrubDial's reasonable costs of collecting any undisputed overdue amount.
5.6 Monthly reconciliation file
Within five days after the end of each month, Partner will send GrubDial a file listing each Customer's legal name, Customer ID, location ID, plan, Live Date, end date (if any), billing term, Annual Pool ID (if any), status, and Downstream Seller. GrubDial may rely on its service records to bill Active Monthly Licenses and to correct the file. Partner will not leave a location off the file because the related Customer invoice is late, waived, disputed, or unpaid.
5.7 Disputed invoices; no setoff
To dispute an invoice, Partner must send written details within seven days after receiving it and must pay the undisputed portion on time. The Parties will work in good faith to resolve the dispute. Partner may not set off any Customer refund, chargeback, bad debt, or other claim. GrubDial will issue a credit only for a clear GrubDial billing error, a credit GrubDial approves in writing, or a service failure caused by GrubDial that an agreed service credit covers.
5.8 Taxes
Partner is responsible for collecting, reporting, and paying all taxes connected with its retail sales and Customer charges. Where the law requires, GrubDial will charge tax on its wholesale sale unless Partner provides a valid resale or exemption certificate before the invoice. Each Party bears its own income, payroll, and property taxes, and each will provide the other with the tax records reasonably needed for compliance.
5.9 Records and audits
Partner will keep accurate Customer, license, billing, tax, and Downstream Seller records throughout the Term and for three years afterward. No more than once in any 12-month period, GrubDial may have an independent auditor examine the records relevant to amounts owed, on at least 10 business days' notice and during normal hours. GrubDial bears the audit cost unless the audit reveals an underpayment of 5% or more for the audited period, in which case Partner will pay the reasonable cost of the audit and the shortfall plus interest. The auditor must keep confidential data protected.
5.10 Fee changes and new products
GrubDial may change Wholesale Fees by giving 90 days' written notice. A change does not affect a paid Annual Pool License during its service year, and it applies only to Annual Pool orders placed after the notice period and to Monthly License billing periods that begin after that period. Any new product, Enterprise deal, payment-processing model, revenue share, or custom service requires an Order Form or signed addendum. An email by itself does not amend pricing.
6. Licenses, API and intellectual property
6.1 License to demonstrate and resell
Subject to the Agreement and for the Term, GrubDial grants Partner a limited, non-exclusive, non-transferable, revocable license to use the Company Product and Documentation solely to train Partner's staff, give approved demonstrations, sell Customer access, and provide first-line support. Partner may let a Downstream Seller use Partner's tools for those same purposes, but only through Partner's account and controls.
6.2 API license
Where GrubDial enables an approved integration, GrubDial grants Partner a limited, non-exclusive, non-transferable, revocable license to use the Company API solely to build, test, operate, and support that integration. Partner will follow the current API Documentation, keep credentials secure, stay within rate limits, and stop any use that threatens the Company Product. GrubDial will provide escalation support for the documented Company API as described in Section 7.3. Unless a signed addendum says otherwise, GrubDial has no obligation to develop, implement, or maintain custom integrations, to support the Partner Product, or to support any undocumented or modified use. GrubDial does not promise that any API or endpoint will stay unchanged.
6.3 Prohibited uses
Partner will not do any of the following, and will not allow anyone else to do so: • copy the Company Product beyond what is permitted; • reverse engineer or decompile it, or try to obtain its source code, models, prompts, algorithms, or non-public data; • get around any security control; • test for vulnerabilities without written consent; • scrape or extract data in bulk; • build or train a competing product using the Company Product or its output; • modify the Company Product or Documentation; • remove any notice; • rent out or sublicense access, except as the Agreement permits; or • use the Company Product unlawfully.
6.4 Company Marks
For the Term, GrubDial grants Partner a limited, non-exclusive, revocable license to use the Company Marks in line with GrubDial's brand guidelines. Partner will display 'Powered by GrubDial' in Customer-facing sales materials and, where practical, within the Customer experience. Partner needs GrubDial's written approval for any material new use and will provide a sample when GrubDial asks. Partner will not dispute GrubDial's ownership of the Company Marks, and will not register, adopt, or use any mark, name, domain, social-media handle, or other identifier that is confusingly similar to a Company Mark. White-label rights exist only if an Order Form or signed addendum grants them.
6.5 Ownership
All rights in the Company Product, Company API, Documentation, Company Marks, and service records, including all related Intellectual Property Rights, belong to GrubDial and its licensors. Partner owns the Partner Product, its own marks, and its sales materials, other than any GrubDial material in them. Apart from the limited rights the Agreement expressly grants, no rights pass between the Parties.
6.6 Feedback and open-source software
Partner may offer feedback to GrubDial. GrubDial may use that feedback with no obligation or payment, but will not name Partner as its source without Partner's consent. Any open-source code in the Company Product remains subject to its own stated license.
6.7 Injunctive relief for GrubDial
Partner acknowledges that a breach or threatened breach of Section 6.3, 6.4, or 6.5, or any continued sale, distribution, access, or use after the relevant rights have ended, could cause GrubDial harm that money cannot fully repair. In addition to its other remedies, GrubDial may seek an injunction or other equitable relief and, to the extent the law permits, need not post a bond.
7. Service, support and operations
7.1 What GrubDial provides
GrubDial will host and operate the Company Product, give Partner access to it, and supply current Documentation. GrubDial may improve, replace, or remove a feature, provided the change does not materially reduce the main function of a paid plan during its term. GrubDial may make a change that law, security, a third-party platform, or service stability requires immediately.
7.2 Partner's first-line support
At its own cost, Partner will handle Customer billing, refunds, account questions, basic configuration, known how-to questions, and the initial intake of issues. Partner will maintain trained support staff and give Customers a clear way to get support. Unless GrubDial agrees otherwise in writing, Partner is the only support channel for its Downstream Sellers.
7.3 GrubDial's escalation support
GrubDial will handle product defects, platform outages, advanced configuration, and any other issue that Partner cannot resolve using GrubDial's training and Documentation. When escalating, Partner must provide the location ID, details of the issue, the steps already taken, and any logs that are safe to share and needed for the investigation. GrubDial may contact a Customer to resolve an issue, protect safety or security, or comply with law; that contact does not transfer the account or the billing relationship.
7.4 Credentials and system access
Each Party will safeguard its credentials, give access only to trained workers who need it, and promptly remove access that is no longer needed. Partner is responsible for all activity under Partner and Downstream Seller accounts until Partner reports a suspected compromise.
7.5 Suspension
GrubDial may suspend any access that creates a security risk, violates the law, threatens the Company Product or another customer, relies on false credentials, or remains unpaid after notice. When practical, GrubDial will give notice and an opportunity to fix the problem, but GrubDial may act immediately where delay could cause harm. A suspension does not excuse any amount already due.
7.6 Insurance
Throughout the Term, Partner will carry, at its own cost: • commercial general liability insurance of at least $1,000,000 per occurrence and $2,000,000 in the aggregate; • technology errors-and-omissions and cyber liability insurance of at least $1,000,000 per claim and in the aggregate; • workers' compensation insurance as required by law, and employers' liability insurance of at least $1,000,000; and • commercial automobile liability insurance of at least $1,000,000 whenever Partner uses vehicles in its work under the Agreement.
Partner will maintain its claims-made technology errors-and-omissions and cyber coverage for two years after the Agreement ends. Partner's commercial general liability policy must name GrubDial, its affiliates, and their officers, directors, and workers as additional insureds for claims arising from Partner's work, and must apply on a primary and noncontributory basis. Where commercially available, Partner will obtain a waiver of subrogation in GrubDial's favor and 30 days' advance notice of any cancellation or material reduction. On request, Partner will give GrubDial certificates or other proof of coverage. Partner's insurance does not limit its obligations or liability under the Agreement.
8. Data, privacy and compliance
8.1 Ownership of Customer Data
Between the Parties, each Customer owns its Customer Data. Billing a Customer does not, by itself, give Partner ownership of any Customer Data. Each Party may use Customer Data only to perform its obligations, follow the Customer's instructions, secure the service, or comply with law.
8.2 GrubDial's processing
Partner authorizes GrubDial to process Customer Data to provide, support, secure, and improve the Company Product and to comply with law. Where the law requires a data-processing addendum, the Parties will sign GrubDial's current addendum before the processing it covers begins. GrubDial's privacy notice at https://grubdial.ai/privacy explains its public privacy practices but is not a substitute for a signed data addendum.
8.3 Deidentified data
GrubDial may create and use statistics and other data that do not identify Partner, any Customer, or any individual, and will not attempt to reidentify that data. GrubDial may use that data to run, protect, analyze, and improve its products and to publish broad trends.
8.4 Partner's legal compliance
Partner will comply with all laws that govern its sales, marketing, pricing, billing, taxes, refunds, privacy notices, call recording, text messages, automated or AI interactions, telemarketing, and Customer Data. Partner is responsible for getting every consent the law requires and will not instruct GrubDial to collect or use data in an unlawful way.
8.5 Security safeguards and incidents
Each Party will keep reasonable administrative, technical, and physical safeguards in place for the data and systems under its control. Each Party will notify the other without undue delay, and no later than 72 hours after confirming it, of any security event that materially affects the other Party or Customer Data. The notice will set out the known facts and will be followed by updates, subject to legal and security needs.
8.6 Requests from Customers, regulators and individuals
Each Party will reasonably help the other respond to a lawful request from a Customer, regulator, or data subject that relates to the Company Product. If a request results from the requesting Party's breach or goes beyond normal support, the requesting Party will pay the other Party's reasonable costs.
8.7 Export controls and sanctions
Each Party will follow all applicable export control, sanctions, and trade laws. Partner will not permit access from any barred location or by any barred person.
9. Account protection and restrictive covenants
9.1 Protection of registered accounts
While a registration is active, and during any paid Customer term that came from it, neither Party will use the other's non-public sales information to go around the other and win the same account. GrubDial may still support, secure, and communicate about the Company Product, and Partner may still manage its relationships with its Customers and Downstream Sellers. This Section does not restrict ordinary competition for any account that is unregistered, expired, rejected, or a Reserved Account.
9.2 No Competing Voice AI Products
During the Term, Partner will not, itself or through any Downstream Seller, develop, market, sell, resell, distribute, implement, or support any Competing Voice AI Product. This does not stop Partner from offering point-of-sale, payment, delivery, reservation, telephony, or other products that do not compete with the Company Product. GrubDial may grant an exception in writing. GrubDial remains free to sell directly or through other partners.
9.3 No soliciting Customers away
During the Term and for 12 months afterward, Partner will not directly solicit, encourage, or induce any Customer that uses the Company Product, or that used it during the prior 12 months, to reduce or stop its use of the Company Product or to switch to a Competing Voice AI Product. Partner may provide records and other help needed for a transition under Section 14.5, but may not use that process to steer a Customer toward a Competing Voice AI Product.
9.4 No hiring GrubDial staff
During the Term and for 12 months afterward, Partner will not directly solicit for employment, or hire, any GrubDial employee or individual contractor whom Partner worked with closely under the Agreement or about whom Partner received Confidential Information. This restriction does not apply to a general advertisement, a worker who approaches Partner unsolicited, a recruiter search not aimed at GrubDial, or a worker whose work for GrubDial ended at least six months earlier.
10. Confidentiality
10.1 What counts as Confidential Information
“Confidential Information” means non-public business, product, technical, security, pricing, Customer, and financial information that one Party gives the other and that a reasonable person would understand to be confidential. Examples include Customer lists, roadmaps, credentials, models, prompts, non-public Documentation, and the pricing and addenda in Order Forms that are not public. It does not include these publicly posted Reseller Terms, or information that the recipient can show it lawfully knew without restriction, lawfully received from another source, developed without using the information, or that became public without a breach.
10.2 Use and protection
A recipient may use Confidential Information solely for performing or enforcing the Agreement. It will protect that information with at least reasonable care and share it only with workers, affiliates, advisers, and contractors who need it and are bound to protect it. The recipient is responsible for those people.
10.3 Disclosure required by law
If the law requires the recipient to disclose Confidential Information, the recipient will, where lawful, promptly notify the owner and give reasonable help so the owner can seek protection. The recipient will disclose only what the law requires.
10.4 Return, destruction and injunctions
When asked, or when the Agreement ends, the recipient will return or destroy Confidential Information, except for secure backups and copies the law requires it to keep. Because a breach of this Section 10 could cause harm that money cannot fully repair, the owner may seek an injunction in addition to its other remedies.
11. Warranties and disclaimers
11.1 Statements by both Parties
Each Party represents that it has authority to enter into the Agreement and that its performance will comply with law. Partner further represents that its Customer Agreements, sales activities, billing, taxes, disclosures, Partner Product, and Downstream Sellers will comply with the Agreement and the law.
11.2 Product performance warranty
GrubDial represents that, during a paid term, the Company Product will perform materially as the current Documentation describes. Partner must report any claimed breach with enough detail for GrubDial to test it. GrubDial's only obligation, and Partner's only remedy, is for GrubDial to fix or re-perform the affected service or, if GrubDial cannot do so within a reasonable time, to end the affected license and refund the unused prepaid Wholesale Fee for that license.
11.3 Third-party services
GrubDial is not responsible for any point-of-sale system, carrier, delivery service, reservation system, payment processor, or other third-party service. A failure of or change to any such service may limit the Company Product.
11.4 Disclaimer
OTHER THAN THE EXPRESS WARRANTIES STATED IN THE AGREEMENT, EACH PARTY PROVIDES ITS PRODUCTS, SERVICES, MATERIALS, AND DATA “AS IS.” TO THE FULLEST EXTENT THE LAW PERMITS, EACH PARTY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GRUBDIAL DOES NOT WARRANT THAT THE COMPANY PRODUCT WILL BE UNINTERRUPTED, FREE OF ERRORS, OR SUITABLE FOR EVERY CUSTOMER WORKFLOW, OR THAT ANY AI-GENERATED RESULT WILL ALWAYS BE COMPLETE OR CORRECT.
12. Indemnities
12.1 GrubDial's defense of IP claims
GrubDial will defend Partner against any third-party claim alleging that the unmodified Company Product, used as the Agreement permits, infringes a U.S. patent, copyright, or trade secret, and will pay any final court award or any settlement that GrubDial approves. GrubDial has no obligation for a claim that results from Partner material, a Partner Product, an unauthorized change or use, a combination GrubDial did not supply, continued use after GrubDial provides a non-infringing replacement, or a breach by a Downstream Seller or Customer.
12.2 GrubDial's options for infringement claims
If an infringement claim may prevent use, GrubDial may secure the right to keep using the affected item, change or replace it without material loss of function, or end the affected service and refund the unused prepaid Wholesale Fee. This Section sets out GrubDial's complete obligation for an infringement claim.
12.3 Partner's defense of GrubDial
Partner will defend GrubDial, its affiliates, and their officers, directors, workers, and agents against any third-party claim arising from any of the following of Partner or a Downstream Seller: a Customer Agreement, retail price, invoice, tax, refund, chargeback, marketing, statement, disclosure, privacy practice, consent for calls or messages, a Partner Product, Customer Data supplied by Partner, an unlawful instruction, or a breach of the Agreement. Partner will pay any final court award or any settlement that Partner approves.
12.4 How indemnified claims are handled
The protected Party will promptly notify the indemnifying Party in writing, let it control the defense and settlement, and provide reasonable help at the indemnifying Party's cost. Late notice reduces the indemnifying Party's obligation only to the extent the delay causes actual harm. Without the protected Party's written consent, the indemnifying Party may not admit fault for the protected Party, bind it, or impose a non-monetary obligation on it.
13. Limits of liability
13.1 Excluded damages
TO THE FULLEST EXTENT THE LAW PERMITS, NEITHER PARTY IS LIABLE FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, OR LOSS OF DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE AGREEMENT, EVEN IF IT KNEW THAT SUCH DAMAGES WERE POSSIBLE.
13.2 Liability cap
EXCEPT AS PROVIDED IN SECTION 13.3, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THE AGREEMENT IS LIMITED TO THE WHOLESALE FEES PAID OR PAYABLE TO GRUBDIAL IN THE 12 MONTHS BEFORE THE EVENT THAT FIRST GAVE RISE TO THE CLAIM. IF THAT EVENT HAPPENS WITHIN THE FIRST 12 MONTHS, THE CAP IS THE THEN-CURRENT MONTHLY RUN RATE ON AN ANNUALIZED BASIS PLUS ANY PAID ANNUAL POOL FEES, WITH NO LICENSE COUNTED TWICE.
13.3 Exceptions to the limits
Sections 13.1 and 13.2 do not limit Partner's payment obligations; fraud, gross negligence, or willful misconduct by a Party; a breach of Section 6 or Section 10; or a Party's obligations under Section 12. Where the law does not allow a limit, the law of the place with jurisdiction controls that limit.
14. Term, termination and transition
14.1 Term and renewal
The Agreement begins on the Effective Date and runs for the initial term stated in the Order Form. After that, it renews for successive one-year terms unless either Party gives notice of non-renewal at least 60 days in advance.
14.2 Termination for convenience
Either Party may terminate the Agreement for any reason by giving 60 days' written notice.
14.3 Termination for cause
Either Party may terminate the Agreement if the other Party materially breaches it and does not cure the breach within 30 days after written notice. For an undisputed overdue amount, GrubDial may apply a 10-day cure period instead. A Party may terminate immediately if the other Party becomes insolvent, stops doing business, commits fraud connected with the Agreement, or creates a material legal or security risk that cannot reasonably be cured.
14.4 Effect on sales and licenses
Once termination or expiration takes effect, Partner will stop new sales, Annual Pool orders, renewals, and new activations. Paid Annual Pool Licenses continue through the end of their service years under the Agreement, unless GrubDial is entitled to suspend them under Section 7.5. Active Monthly Licenses move into the 60-day transition described in Section 14.5. Partner will pay all amounts owed through the end of service.
14.5 Customer transition
For Active Monthly Licenses, the Parties will follow a 60-day handoff period for billing and service and will act in good faith to avoid unnecessary interruptions in Customer service. Partner will give GrubDial or the Customer the records and consents needed for the transition. After Partner's paid or transition term ends, GrubDial may offer a direct agreement or an agreement through a replacement channel. GrubDial will not take on Partner's refunds, credits, taxes, or other debts owed to Customers.
14.6 Wind-down and surviving terms
Each Party will stop using the other Party's marks and will return or destroy Confidential Information as Section 10 requires. The following survive to the extent needed to give them effect: Sections 1.3, 1.4, 5, 6.3 to 6.5, 6.7, 7.6, 8, 9.1, 9.3, 9.4, 10, 11.3, 11.4, 12, 13, 14.4 to 14.6, 15, and 16.
15. Disputes and general terms
15.1 Governing law and courts
New Jersey law governs the Agreement, without regard to its conflict-of-laws rules. The state and federal courts in Mercer County, New Jersey have exclusive jurisdiction, and each Party submits to those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.2 Notices
Notices under the Agreement must be in writing. Routine notices may be sent by email to the business contact named in the Order Form. A notice of breach, termination, an indemnity claim, or legal process must also be sent by personal delivery, a nationally known overnight service, or certified mail to the notice address in the Order Form. Notices to GrubDial go to GrubDial, Inc., 4469 Route 27, Princeton, New Jersey 08540, Attention: Legal, with a copy to sales@grubdial.ai. A notice takes effect when received or when delivery is refused. Either Party may update its notice details by giving notice.
15.3 Assignment
Neither Party may assign the Agreement without the other Party's written consent, which the other Party will not unreasonably withhold. Either Party may, however, assign the Agreement without consent to an affiliate, or as part of a merger, reorganization, or sale of all or nearly all of the assets related to the Agreement, as long as the assignee agrees in writing to take on all obligations. Partner may not rely on this Section to move Customers to a Downstream Seller.
15.4 Events beyond a Party's control
Neither Party is liable for a delay caused by an event outside its reasonable control, but no such event excuses a payment obligation. The affected Party will promptly notify the other, limit the harm, and resume performance as soon as it can.
15.5 Amendments and waivers
Except for a change allowed by Section 1.4 or another express term of the Agreement, any change requires a writing signed by both Parties. A waiver must be in writing and applies only to the specific instance. A delay in exercising a right does not waive it.
15.6 Severability
If a court cannot enforce a term, the court will narrow that term only as far as needed and will enforce the remainder.
15.7 Entire agreement
The Agreement is the complete agreement on its subject and replaces all earlier proposals and discussions. Purchase-order boilerplate, portal text, and Customer Agreements add no terms to it.
15.8 Counterparts and electronic signatures
The Parties may sign an Order Form or addendum in counterparts and may use electronic signatures. Each signed copy is an original, and all copies together make up one agreement.
15.9 No third-party beneficiaries
Other than GrubDial's right to enforce Customer flow-down terms and the rights of the protected persons under Section 12, the Agreement creates no rights for any third party.
16. Glossary
Capitalized terms in these Reseller Terms have the meanings below. “Confidential Information” is defined in Section 10.1, and “GrubDial,” “Partner,” “Party,” “Parties,” and “Reseller Terms” are defined in Section 1.1.
• “Active Monthly License” means a monthly license for one Customer location that runs from that location's Live Date until GrubDial disables the Company Product for it. • “Agreement” means these Reseller Terms together with every Order Form and every signed addendum between the Parties that applies to the reseller relationship. • “Annual Pool License” means a prepaid license credit that Partner may assign to a single Customer location under Section 5.4. • “Company API” means GrubDial's documented application programming interfaces, with their updates and related materials, that GrubDial provides to Partner for an approved integration. • “Company Customer Terms” means the GrubDial Terms of Use at https://grubdial.ai/terms as then in effect, including the product-specific and data-processing terms incorporated into them, as adapted for a Partner-billed sale under Section 4.1. • “Company Marks” means those GrubDial names, logos, and other marks that GrubDial has approved for use by Partner. • “Company Product” means the GrubDial AI ordering service for phone, WhatsApp, and text, and any Enterprise service identified in an Order Form or signed addendum, including updates that GrubDial makes generally available. • “Competing Voice AI Product” means any product or service other than the Company Product, whether offered by Partner or a third party, that uses artificial intelligence to answer or place voice calls, take orders or reservations, or provide customer service by voice in a way that competes with the Company Product. • “Customer” means a business that purchases access to the Company Product from Partner for use at its own locations, and not to resell it. • “Customer Agreement” means a binding written agreement between Partner and a Customer for access to the Company Product. • “Customer Data” means data that a Customer or Partner submits to the Company Product, or that the Company Product receives or creates for that Customer, other than deidentified data and GrubDial's service, security, and usage records. • “Documentation” means the user, technical, sales, support, and disclosure materials for the Company Product that GrubDial currently provides. • “Downstream Seller” means any dealer, reseller, referral partner, or other channel party that Partner uses to find, sell to, bill, or support a Customer. • “Enterprise Customer” means a Customer that, together with its affiliates, has 50 or more physical locations, or that needs custom pricing, an Enterprise plan, a custom integration, or non-standard legal terms. • “Intellectual Property Rights” means all patent, copyright, trademark, trade secret, database, design, moral, and other intellectual property rights, along with all related applications and registrations. • “Live Date” means the date GrubDial first processes live Customer traffic for a location, as shown in GrubDial's service records. • “Order Form” means a document signed by both Parties that identifies Partner and sets out the products, Wholesale Fees, Territory, and other terms specific to the deal. • “Partner Product” means Partner's own product or service to which Partner connects the Company Product or Company API. • “Qualified License” means every Active Monthly License and every Annual Pool License that is paid and unexpired. Assigning an Annual Pool License does not create an additional Qualified License. • “Registered Opportunity” means a sales opportunity that GrubDial accepts under Section 3.1. • “Reserved Account” means an account designated as reserved in the applicable Order Form or signed addendum. • “Territory” means the territory set out in the applicable Order Form. • “Wholesale Fee” means the amount Partner owes GrubDial for a license or other item under an Order Form or signed addendum.