Terms of Service

1. Acceptance of these Terms

These Terms of Service (the "Terms") form a binding legal agreement between you and Cartely (the "Service," "Cartely," "we," "us," or "our"), the operator of the Service available at cartely.app. By creating an account, accessing, or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Service.

You are presented with a separate explicit acceptance step ("clickwrap") inside the Service before continuing past account creation. The record of that acceptance — including the version of these Terms, timestamp, IP address, and user agent — is retained as evidence of your agreement.

Business-use representation. The Service is designed for use by restaurants, hospitality operators, and other businesses. By accepting these Terms you represent that you are using the Service for business, professional, or trade purposes, and not as a consumer for personal, household, or family purposes. You further represent and warrant that (a) you are at least 18 years of age (or the age of majority in your jurisdiction); (b) you have the legal capacity to enter into this agreement; (c) if you accept on behalf of a business or legal entity, you have authority to bind that entity to these Terms; and (d) you are not barred from receiving services under applicable laws, including U.S. trade sanctions or any other applicable export-control regime.

Notwithstanding the business-use representation above, if you are an individual residing in the European Economic Area ("EEA"), the United Kingdom ("UK"), Switzerland, or another jurisdiction whose mandatory consumer protection law applies to you and treats you as a consumer, certain provisions of these Terms are modified for you as described in Section 18 (EEA/UK/CH and Brazil consumer rights).

2. The Service is provided "AS IS"

To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available," with all faults, without any warranty of any kind.

Cartely expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any warranty of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy, completeness, uninterrupted operation, error-free operation, security, or that any defect will be corrected.

Without limiting the foregoing, Cartely does not warrant that (a) the Service will be uninterrupted, timely, secure, or error-free; (b) the Service will meet your requirements or expectations; (c) any errors or defects will be corrected; (d) any content you submit or that we display through the Service will be preserved, accurate, available, or free of loss, corruption, attack, viruses, interference, hacking, or other security intrusion; or (e) the Service will produce any particular result. You assume all risk from your use of the Service.

Nothing in these Terms excludes or limits any warranty, condition, or liability that cannot lawfully be excluded or limited under the law of your jurisdiction. If you are an EEA/UK/Swiss/Brazilian consumer, see Section 18 for the statutory rights that apply to you regardless of this section.

3. Limitation of liability

To the maximum extent permitted by applicable law, in no event will Cartely, its affiliates, officers, directors, employees, agents, suppliers, contractors, or licensors be liable to you for any indirect, incidental, special, exemplary, consequential, or punitive damages of any kind — including without limitation loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of data, loss of use, business interruption, cost of substitute services, reputational harm, or personal injury — even if Cartely has been advised of the possibility of such damages, and regardless of the theory of liability (contract, tort including negligence, strict liability, or otherwise).

Cartely's total aggregate liability arising out of or relating to these Terms or the Service, for all claims combined, will not exceed the greater of (a) the total amount you actually paid to Cartely in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US $100).

These limitations apply to the fullest extent permitted by applicable law, even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion of certain damages or limitations of liability, so some of these may not apply to you in full. In those jurisdictions, Cartely's liability is limited to the greatest extent permitted by law.

Nothing in these Terms excludes or limits Cartely's liability for (i) death or personal injury caused by Cartely's negligence; (ii) fraud or fraudulent misrepresentation by Cartely; or (iii) any other liability that cannot be excluded or limited under the law of your jurisdiction (including, for consumers in the EEA/UK/Switzerland, liability for gross negligence and intentional misconduct).

4. Restaurant content — your responsibility

You are solely responsible for the content you submit, upload, or display through the Service ("Your Content"), including menu names, item descriptions, ingredients, allergen and dietary labeling, photos, prices, availability, hours of operation, and any other information you publish. Cartely does not review, verify, edit, endorse, or assume any responsibility for Your Content.

Cartely is not a food safety, regulatory compliance, nutritional, allergen, or labeling authority. The Service displays the information you provide. Inaccuracies, omissions, or misrepresentations in Your Content — including but not limited to incorrect allergen disclosures (EU Regulation 1169/2011, California Sherman Law, FDA labeling, etc.), nutritional claims, or pricing errors — are your sole responsibility, and you indemnify Cartely against any resulting claims (see Section 9).

You retain ownership of Your Content. You grant Cartely a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, copy, transmit, display, modify (only as necessary to operate and present the Service, e.g., resize images), and distribute Your Content solely for the purpose of operating, maintaining, marketing, and improving the Service and as permitted by these Terms and the Privacy Policy.

5. Acceptable use

You agree not to (and not to allow any teammate, agent, or third party to):

• use the Service in any unlawful manner, or to violate the rights of any third party, or to publish content that is fraudulent, defamatory, obscene, infringing, harassing, threatening, or that promotes violence or illegal activity;
• upload content that infringes intellectual property rights, contains malware, or is designed to interfere with or harm the Service or any user;
• attempt to reverse-engineer, decompile, disassemble, scrape, harvest, or otherwise access non-public portions of the Service or extract data we have not authorized you to access;
• interfere with or disrupt the Service, including by overloading, flooding, spamming, mail-bombing, or sending automated requests in volumes greater than a reasonable end user would generate;
• circumvent or attempt to circumvent any access control, authentication, rate limit, or other security measure;
• resell, lease, sublicense, or otherwise commercially exploit the Service except as expressly authorized in writing by Cartely;
• use the Service to build a competing product or service or to benchmark for the purpose of building a competing product or service;
• use the Service in any way that violates U.S., EU, UK, or other applicable export-control or sanctions laws.

Cartely may investigate and take any action it deems appropriate against violations, including removing content, suspending or terminating accounts, and cooperating with law enforcement — without notice and without liability to you, except as required by Section 11 (Notice-and-action under the EU Digital Services Act).

6. Account, teams, and security

You sign in with a Google account. You are responsible for all activity under your account and for keeping your Google account secure. Cartely is not liable for losses arising from unauthorized access to your Google account or any account credentials. Promptly notify us if you suspect unauthorized use of your account.

Account owners may invite teammates to a restaurant with the role "Manager" or "Editor." The owner is responsible for managing role assignments and revocations. By inviting a teammate you represent that they are authorized to view and modify your restaurant data within the limits of the assigned role.

Cartely uses commercially reasonable measures to protect the Service, but no system is impenetrable. Cartely is not liable for unauthorized access to or alteration of, transmission of, or destruction of your account or Your Content by third parties, including for any security incident, except as required by applicable law (including GDPR Articles 33–34 personal-data breach notification, as detailed in the Privacy Policy). You are responsible for maintaining backups of Your Content; Cartely is not obligated to do so.

7. Subscriptions, billing, auto-renewal, refunds

Cartely offers paid subscription plans ("Pro" and "Studio"). Pricing is shown at sign-up and may be updated for new billing periods on notice. Subscriptions are billed in advance on a recurring basis through Stripe.

Automatic renewal disclosure (California Bus. & Prof. Code § 17600 et seq.): Your subscription will automatically renew at the end of each billing period at the then-current rate until you cancel. You may cancel at any time through your account billing portal; cancellation takes effect at the end of the current billing period. You will continue to have access through the end of the period you have already paid for. We do not provide refunds for partial periods, unused time, or downgrades, except where required by law (including, for EEA/UK consumers, the right of withdrawal described in Section 18).

Promotional codes (including but not limited to "THANKYOU") have terms set by Cartely. Cartely reserves the right to invalidate codes used in violation of those terms, to limit redemptions, and to restrict promotional codes to first-time customers.

Taxes, including VAT, GST, and sales tax, are collected as required by law via Stripe Tax. You are responsible for any taxes assessed on the use of the Service in your jurisdiction.

8. Termination — by you or by us, at any time

You may cancel your subscription or close your account at any time through the billing portal or by contacting support. Cancellation stops future billing; you are not entitled to a refund for amounts already paid (except as set out in Section 18 for EEA/UK consumer rights of withdrawal).

Cartely may, at its sole discretion, suspend, terminate, modify, or discontinue the Service (in whole or in part) or your account, at any time, with or without notice, for any reason or no reason, including for violation of these Terms or applicable law, suspected fraud, abuse, or risk to Cartely or other users. Cartely will not be liable to you or any third party for any such suspension, termination, modification, or discontinuation, except as required by applicable mandatory law.

Upon termination, your right to access the Service ends immediately. Sections 2–5, 7–17 of these Terms survive termination.

9. Indemnification

You agree to defend, indemnify, and hold harmless Cartely, its affiliates, and their respective officers, directors, employees, agents, contractors, suppliers, and licensors from and against any and all claims, demands, actions, investigations, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or related to:

• Your Content or your use of the Service;
• your violation of these Terms, the Privacy Policy, or any applicable law or regulation (including the EU Allergen Regulation 1169/2011, GDPR, and any other consumer-protection or food-labeling law);
• your violation of any third-party right, including intellectual property, privacy, publicity, or contract rights;
• any allergen, ingredient, pricing, labeling, food safety, or other restaurant-content issue arising from menus you publish through the Service;
• any dispute between you and a guest, customer, supplier, employee, contractor, or other third party.

Cartely may, at its own expense, assume the exclusive defense and control of any matter for which you are required to indemnify us. You agree to cooperate with our defense. This indemnification is subject to mandatory consumer protections under Section 18 to the extent applicable.

10. Intellectual property

The Service, including its software, design, trademarks (including "Cartely"), graphics, and other content provided by us, is owned by Cartely and its licensors and is protected by intellectual property laws. Except for the limited right to use the Service in accordance with these Terms, no rights are granted to you in any Cartely IP.

If you believe content on the Service infringes your copyright, send a notice under the U.S. DMCA to legal@cartely.app. For EU users, see Section 11 (DSA notice-and-action). Cartely respects intellectual property rights and will respond to valid notices.

11. EU Digital Services Act (DSA) — notice-and-action

Cartely acts as a hosting service provider with respect to user-generated content (menus, descriptions, logos, etc.) and complies with the EU Digital Services Act (Regulation (EU) 2022/2065).

• Single point of contact (Art. 11 DSA): legal@cartely.app. Working language: English.
• Legal representative (Art. 13 DSA, where applicable): Cartely will appoint and publish a legal representative in the EU prior to crossing the relevant thresholds. Until then, contact the email above.
• Notice-and-action mechanism (Art. 16 DSA): Any individual or entity may notify Cartely of allegedly illegal content by emailing legal@cartely.app with: (i) sufficiently substantiated explanation of why the content is alleged to be illegal; (ii) clear indication of the electronic location (URL); (iii) the name and email address of the notifier (unless related to certain offences against minors); (iv) a statement confirming good-faith belief that the information in the notice is accurate and complete. Cartely will process notices in a timely, diligent, non-arbitrary, and objective manner.
• Statement of reasons (Art. 17 DSA): When Cartely restricts visibility of, suspends or terminates a service, monetary payment, or account due to content moderation, the affected user will receive a clear and specific statement of reasons by email.
• Internal complaint handling (Art. 20 DSA): Users may appeal moderation decisions by replying to the statement of reasons within six months. Cartely will review and respond without undue delay.
• Out-of-court dispute settlement (Art. 21 DSA): EU users may refer disputes to a certified out-of-court dispute settlement body.

12. Modifications to the Service and to these Terms

Cartely may modify the Service or these Terms at any time. If we make a material change to these Terms, we will (a) post an updated version at this URL, (b) update the version identifier and effective date at the top, and (c) re-present the clickwrap acceptance step inside the Service so you can review and accept the updated Terms. Continued use of the Service after the change indicates acceptance.

If you do not agree to a change, your sole remedy is to stop using the Service and cancel any paid subscription.

13. Dispute resolution — binding arbitration & class-action waiver (U.S. users)

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court and to participate in a class action. This Section 13 applies only to users not residing in the EEA, UK, Switzerland, or another jurisdiction whose mandatory consumer protection law prohibits pre-dispute arbitration. EEA/UK/CH/Brazil consumers: see Section 18.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") that cannot be resolved through informal negotiation within thirty (30) days of written notice will be resolved by final and binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules then in effect. Arbitration will take place in Seattle, Washington (King County), or by remote means as the arbitrator may direct. The arbitrator's award is binding and may be entered as a judgment in any court of competent jurisdiction.

You and Cartely each waive any right to a jury trial. You and Cartely each waive any right to bring or participate in a class, collective, consolidated, or representative action. Disputes must be brought only on an individual basis.

30-day opt-out. You may opt out of this arbitration provision by sending written notice to legal@cartely.app within 30 days of first accepting these Terms, stating your name, email, and a clear statement that you opt out. Opting out does not waive any other provision.

Notwithstanding the above, either party may seek injunctive or other equitable relief in court to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights, and small claims at your local small-claims court remain available if your claim qualifies.

14. Governing law, venue, and severability

These Terms are governed by the laws of the State of Washington, USA, without regard to its conflict-of-laws principles, except where the mandatory law of your country of residence applies (see Section 18).

Any matter not subject to arbitration under Section 13, and not otherwise governed by Section 18, must be brought exclusively in the state or federal courts located in King County, Washington (Seattle), and you consent to personal jurisdiction there.

If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions will remain in full force and effect.

Cartely's failure to enforce any right or provision is not a waiver of that right or provision. These Terms, together with the Privacy Policy and any documents expressly incorporated, constitute the entire agreement between you and Cartely regarding the Service and supersede any prior agreement on that subject.

15. Force majeure

Cartely will not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government action, labor disputes, pandemic or epidemic, denial-of-service attacks, security breaches, failures of third-party services (including Vercel, Supabase, Stripe, Google, or any network or hosting provider), or shortages of energy or telecommunications.

16. Assignment, notices, contact

You may not assign or transfer these Terms without Cartely's prior written consent. Cartely may assign these Terms, in whole or in part, including in connection with a merger, acquisition, financing, or sale of assets.

Cartely may give notices to you by email to the address associated with your account, by posting on cartely.app, or in the Service. You may send legal notices, DSA notices, DMCA notices, and arbitration opt-outs to legal@cartely.app.

For all other support inquiries, see the Privacy Policy for contact options.

17. Restaurant disclaimer — read me

Cartely is a software tool for publishing restaurant menus. It is not a substitute for legally required food labeling, allergen disclosures, or any regulated postings. You are solely responsible for the accuracy, completeness, and legal compliance of any menu content you publish through the Service. Cartely disclaims all liability for any harm — including without limitation allergic reactions, foodborne illness, pricing disputes, or regulatory penalties — arising from Your Content or from a guest's reliance on it.

18. Additional rights — EEA, UK, Switzerland, and Brazil consumers

If you are an individual residing in the EEA, the UK, Switzerland, or Brazil and you use the Service as a consumer (not in the course of trade, business, craft, or profession), the following terms apply in addition to or in modification of the foregoing, and prevail over any conflicting term to the extent of the conflict:

18.1 Mandatory consumer protections preserved

Nothing in these Terms — including the warranty disclaimer in Section 2, the limitation of liability in Section 3, the indemnification in Section 9, the arbitration agreement in Section 13, the class-action waiver in Section 13, or the choice-of-law clause in Section 14 — limits or excludes any right, remedy, or warranty granted to you by the mandatory consumer protection law of your country of residence. Such mandatory protections continue to apply regardless of any contrary provision in these Terms.

18.2 Governing law for consumers

In accordance with Article 6 of EU Regulation 593/2008 (Rome I) and analogous rules in the UK, Switzerland, and Brazil, your choice to use these Terms does not deprive you of the protection afforded by the mandatory provisions of the law of your country of habitual residence.

18.3 Forum for consumers

You may bring proceedings against Cartely in the courts of your country of residence, in addition to (or instead of) the venue set out in Section 14. Cartely may bring proceedings against you only in the courts of your country of residence.

18.4 Pre-dispute arbitration and class waivers — not applicable to consumers

The pre-dispute binding arbitration and class-action waiver in Section 13 do not apply to you. You may pursue claims through the courts of your jurisdiction as described above, or — for EU users — through the EU Online Dispute Resolution platform at ec.europa.eu/consumers/odr.

18.5 Right of withdrawal (EEA & UK)

Under Directive 2011/83/EU (and the UK's Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013), you have the right to withdraw from a paid subscription within 14 days from the date of purchase, without giving any reason, by sending an unequivocal statement (e.g., email to legal@cartely.app) within that period.

However, because the Service provides digital content / services that begin immediately upon your purchase, by purchasing a subscription you expressly consent to the immediate performance of the contract and acknowledge that you lose your right of withdrawal once Cartely has begun providing the Service (Article 16(m) of Directive 2011/83/EU). To the extent you exercise the right of withdrawal before performance has begun, Cartely will refund the corresponding portion of the subscription fee.

18.6 Statutory remedies for non-conformity (EEA & UK)

Where applicable, Directive (EU) 2019/770 on digital content and digital services grants you remedies including the right to have the Service brought into conformity, a proportionate reduction of price, or termination of the contract for serious non-conformity. These statutory rights apply in addition to anything stated elsewhere in these Terms and are not limited by the disclaimer of warranties in Section 2 or the limitation of liability in Section 3.

18.7 Liability cap not applicable to certain losses (EEA, UK, CH, BR)

For consumers, the liability cap in Section 3 does not limit Cartely's liability for (i) death or personal injury caused by negligence; (ii) gross negligence or willful misconduct; (iii) fraud or fraudulent misrepresentation; or (iv) any other liability that cannot be excluded or limited by mandatory law.

18.8 GDPR / UK GDPR / LGPD

Your rights under the General Data Protection Regulation (Regulation (EU) 2016/679), UK GDPR, the Swiss Federal Act on Data Protection, and Brazil's Lei Geral de Proteção de Dados (Law 13.709/2018) — including the right to access, rectification, erasure, restriction of processing, data portability, objection, lodging a complaint with a supervisory authority, and withdrawing consent — are set out in our Privacy Policy and apply regardless of anything in these Terms.

18.9 Brazilian consumer rights (CDC)

If you are a consumer under Brazilian Law No. 8.078/1990 (Código de Defesa do Consumidor), additional protections apply, including the right to a 7-day reflection period for purchases made outside Cartely's establishment, joint liability of the supply chain, and the right to bring proceedings at your domicile. Nothing in these Terms limits those rights.

18.10 California consumer rights

California residents may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Sacramento, CA 95834 or by phone at (800) 952-5210. See our Privacy Policy for CCPA/CPRA rights.