Subscription Terms

These Subscription Terms govern access to and paid use of the Corbez platform provided by Corbez, Inc., a Delaware corporation ("Corbez," "we," "us"). By signing up for a paid plan or starting a free trial that converts to a paid plan, the restaurant entity ("Customer," "you") accepts these terms.

1. Description of the platform

Corbez is a web and WhatsApp service that extracts line items from supplier invoices, compares prices week over week, generates delivery platform campaign recommendations, and sends summary messages to designated team members.

2. Right to access and use

Subject to these terms and payment of applicable fees, Corbez grants Customer a non-exclusive, non-transferable, worldwide right to access and use the platform for its internal business operations during the subscription term.

3. Authorized users

Customer may permit its employees, contractors, and designated team members to use the platform as Authorized Users, provided each is bound by confidentiality obligations at least as protective as those in these terms. Customer is responsible for all actions taken by its Authorized Users.

4. Trials

Corbez may offer free trials. During a trial you have full access to the paid features of your plan. You can cancel from your dashboard at any time before the trial ends. If you do not cancel, your subscription begins automatically at the end of the trial and will be charged at the then-current rate for your plan.

5. Ownership

As between the parties, Customer owns all right, title, and interest in its operational data (invoices, line items, menu composition, campaign actions). Corbez owns all right, title, and interest in the platform, its software, documentation, trademarks, and all derived aggregated or anonymized data.

6. Customer data, usage data, and aggregate data

Customer Data means operational data Customer uploads. Corbez will use Customer Data to deliver and improve the platform and will not sell it to third parties.

Usage Data means metadata and performance data generated by Customer's use of the platform. Corbez uses Usage Data to operate, secure, and improve the service.

Aggregate Data means data derived from Customer Data and Usage Data that has been aggregated or anonymized such that it cannot be used to identify Customer or any natural person. Corbez owns Aggregate Data and may use it for any lawful purpose, including benchmarks and model training. Customer may opt out of inclusion in benchmarks by emailing privacy@corbez.com.

7. AI features and functionality

The platform uses AI models to extract invoice line items, estimate menu-to-ingredient mappings, and generate campaign recommendations. AI output can be incomplete or incorrect. Customer should review material recommendations before acting on them. Corbez continuously improves these models using Customer Data and Aggregate Data.

8. Fees

Fees are set out on the pricing page or in an order form signed between the parties. Fees are charged in advance per billing cycle and are non-refundable except as expressly stated. Taxes are additional. Fees may change on 30 days' written notice, effective at the start of your next billing cycle.

9. Guidelines

Customer will use the platform in accordance with reasonable usage guidelines Corbez publishes from time to time, including acceptable file formats, invoice volume limits, and messaging frequency on connected WhatsApp numbers.

10. Restrictions

Customer will not:

• Reverse-engineer, decompile, or disassemble the platform;
• Resell, sublicense, or offer the platform to third parties;
• Upload content that violates law or infringes third-party rights;
• Attempt to probe, scan, or test the vulnerability of the platform without written permission;
• Use the platform to send unsolicited bulk messages.

11. Feedback

If Customer sends suggestions or feedback, Corbez may use them without obligation. Nothing in this clause transfers ownership of Customer Data.

12. Representations and warranties by Customer

Customer represents that it has the authority to enter into these terms, that it will use the platform in compliance with applicable law, and that its Customer Data does not infringe third-party rights.

13. No warranties and limitation of liability

THE PLATFORM IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, CORBEZ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN NO EVENT WILL CORBEZ'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE MONTHS PRECEDING THE CLAIM. CORBEZ WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOST DATA.

14. External sites

The platform may link to or integrate with third-party services (DoorDash, Uber Eats, Grubhub, Twilio, Anthropic, Vercel, and others). Corbez is not responsible for those services. Customer's use of them is governed by their own terms.

15. Indemnification

Customer will indemnify, defend, and hold harmless Corbez and its officers, directors, employees, and agents from any third-party claim arising from (a) Customer's use of the platform in violation of these terms, or (b) Customer Data that infringes third-party rights.

16. Compliance with applicable laws

Each party will comply with all laws applicable to its performance under these terms, including data protection, export control, and anti-corruption laws.

17. Term and termination

These terms begin when Customer first accesses the paid platform and continue until terminated. Either party may terminate for the other's material breach not cured within 30 days of written notice. Customer may terminate for convenience at any time from its dashboard; termination takes effect at the end of the current billing cycle. On termination, Corbez will make Customer Data available for export for 90 days, then delete it unless law requires longer retention.

18. Binding arbitration

Any dispute arising from or related to these terms that is not resolved informally within 30 days of written notice will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules, by a single arbitrator, in Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction.

19. Class action waiver

Each party waives any right to participate in a class, collective, or representative action against the other. All disputes will be resolved on an individual basis.

20. Equitable relief

Nothing in sections 18 or 19 prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

21. Governing law and jurisdiction

These terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22. Miscellaneous

These terms, together with the Privacy Policy, the Terms of Use, and any order form signed by the parties, are the entire agreement. If any provision is held unenforceable, the remainder will remain in effect. Neither party may assign these terms without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets. Notices must be in writing and sent to the email addresses on file.