Terms of Service
These Terms of Service govern your access to and use of FooQai products, software, websites, and services, including PlateScan®.
Acceptance of Terms
These Terms of Service (“Terms”) constitute a legal agreement between you and FooQai LLC (“FooQai,” “we,” “us,” or “our”) and govern your access to and use of our websites, software, hardware, products, and services, including PlateScan®. By accessing, purchasing, installing, or using any FooQai product or service, you agree to be bound by these Terms.
Description of Services
FooQai provides hardware, software, analytics, and related services designed to capture and analyze kitchen execution data, including portioning, presentation, and operational consistency.
Services may include PlateScan® hardware, software subscriptions, dashboards, reporting, integrations, support, and related implementation services. Features, functionality, and availability may vary by product, subscription, deployment, or customer agreement. FooQai may update, modify, improve, or discontinue features as the service evolves, provided that such changes do not materially reduce any separately contracted service obligations.
Eligibility and Accounts
You must be legally authorized to enter into these Terms on behalf of yourself or the organization you represent. If an account is required, you are responsible for:
Providing accurate account information
Maintaining the confidentiality of login credentials
Restricting unauthorized access
Ensuring authorized users comply with these Terms
You are responsible for activity conducted through your account. FooQai may suspend or restrict access where it reasonably believes an account is being misused, compromised, or used in violation of these Terms.
Order, Fees, and Payment
Prices, fees, billing terms, and payment schedules are provided at the time of purchase or in the applicable order form, proposal, or agreement. Unless otherwise stated:
Fees are due as invoiced.
Subscription fees are billed in advance.
Hardware, shipping, taxes, duties, and implementation fees may be billed separately.
Fees are non-refundable except where required by law or expressly stated in writing.
Customers are responsible for applicable taxes, duties, customs charges, and payment processing fees.
Late or unpaid balances may result in suspension of services.
Any pricing, credits, discounts, or pilot terms apply only as stated in the applicable written agreement.
Hardware Terms
PlateScan® hardware is intended solely for supported foodservice and kitchen operations. FooQai provides a one-year limited hardware warranty covering defects in materials and workmanship from the date of delivery. The warranty does not cover damage caused by misuse, reasonable wear, improper handling, unauthorized modification, accidents, excessive force, liquids, improper cleaning, environmental conditions, exposure to unsupported temperatures, or use outside supported operating specifications.
Environmental Operating Conditions
PlateScan® hardware is intended for use in indoor foodservice environments within an ambient operating temperature range of approximately 0°C to 50°C (32°F to 122°F). Operation outside this range is unsupported and may result in reduced performance, inaccurate measurements, accelerated component wear, hardware failure, or permanent damage. FooQai does not warrant uninterrupted or accurate operation where the hardware is exposed to:
Sustained ambient temperatures above 90°F (32°C)
Temperatures exceeding 122°F (50°C)
Direct exposure to ovens, fryers, grills, heat lamps, steam tables, exhaust discharge, or other concentrated heat sources
Rapid temperature changes or thermal shock
Excessive humidity, condensation, steam, grease, or airborne contaminants
Outdoor environments or direct sunlight
Freezing conditions
Any environmental condition inconsistent with FooQai installation guidance or product documentation
Customers are responsible for evaluating the installation environment and ensuring adequate ventilation, clearance, and protection from excessive heat, moisture, grease, steam, and other environmental hazards.
Damage, performance degradation, measurement error, or failure resulting from environmental conditions outside supported operating parameters is not covered by the limited warranty and may require paid repair or replacement.
Weighing Surface and Prohibited Use
The weighing surface must not be used for unsupported or unrelated items, including:
Objects exceeding 5 lb.
Mobile phones, tablets, laptops, or other electronics
Pots, pans, equipment, boxes, or storage items
People, hands, elbows, or body weight force
Sharp, corrosive, excessively hot, or damaging objects
Items dropped or placed with excessive force
Any object unrelated to the food item or kitchen service item being measured for dining service
Damage resulting from prohibited or unsupported use is not covered by warranty and may require paid repair or replacement. Customers are responsible for ensuring authorized users follow FooQai operating instructions, environmental requirements, and weight limits.
Software and Subscription Services
Access to FooQai software and analytics requires an active subscription unless otherwise stated in writing.
Subscriptions provide a limited, non-transferable right to use the applicable software and services during the subscription term. Unless otherwise agreed:
Subscription fees are billed in advance.
Access may be suspended for non-payment or violation of these Terms.
Software features and functionality may be updated or improved over time.
Customers may not copy, resell, reverse engineer, modify, or commercially exploit the software except as expressly permitted by FooQai.
Subscription access ends when the applicable subscription terminates or expires.
FooQai may perform maintenance, updates, or service changes that temporarily affect availability.
Customer Responsibilities and Acceptable Use
Customers are responsible for using FooQai products and services in accordance with these Terms, product documentation, and applicable laws. Customers must not:
Use FooQai products for unlawful, fraudulent, or abusive purposes.
Attempt to bypass, disable, or interfere with security or access controls.
Introduce malicious code, malware, or harmful content.
Access or attempt to access systems, data, or accounts without authorization.
Reverse engineer, decompile, or attempt to derive the source code of FooQai software except where legally permitted.
Use FooQai products in a manner that could damage, disrupt, overload, or impair the service.
Permit unauthorized users to access customer accounts or systems.
Customers are responsible for the actions of their employees, contractors, and other authorized users.
Intellectual Property
FooQai and its licensors retain all rights, title, and interest in FooQai products, software, hardware designs, documentation, trademarks, analytics, models, and related technology. Except for the limited right to use purchased or subscribed products and services, no ownership rights are transferred to the customer. Customers may not:
Copy, reproduce, modify, or create derivative works from FooQai software or documentation.
Remove or alter proprietary notices.
Use FooQai trademarks, branding, or intellectual property without written permission.
Resell, sublicense, or distribute FooQai software or services unless expressly authorized.
Customer data remains subject to the applicable agreement and FooQai’s privacy and data terms.
Data, Privacy, and Data Rights
Customer Materials
Customers retain their rights in information, content, menu data, account information, and other materials supplied directly to FooQai (“Customer Materials”). Customers grant FooQai a worldwide, non-exclusive right to host, process, reproduce, transmit, and otherwise use Customer Materials as necessary to provide, operate, secure, support, and improve the services. Customers are responsible for ensuring they have all rights, permissions, notices, and lawful bases necessary to provide Customer Materials to FooQai.
FooQai Service Data
FooQai owns all data, measurements, outputs, metadata, analytics, and derived information generated, captured, calculated, or produced through the operation of FooQai products and services (“Service Data”), including:
Images and scan data
Weight and portion measurements
Item identification and classifications
Presentation and consistency measurements
Scores and assessments
Device and usage data
Operational metadata
Analytical outputs and derived insights
Aggregated and de-identified data
Model outputs and performance data
FooQai may use Service Data to provide, maintain, analyze, secure, develop, improve, and enhance its products, services, analytics, models, and underlying technology.
Personal Data and PII
Personal data and personally identifiable information (“PII”) will be processed in accordance with applicable privacy and data protection laws. Where FooQai processes personal data on behalf of a customer, the parties’ respective rights and obligations will be governed by applicable law and, where applicable, a Data Processing Agreement (“DPA”). Customers are responsible for obtaining any required notices, consents, permissions, or other lawful basis for personal data submitted to or processed through the services.
GDPR
Where the EU General Data Protection Regulation (“GDPR”) applies, the customer will generally act as controller and FooQai as processor with respect to personal data processed on the customer’s behalf, unless the circumstances require a different legal designation. FooQai may process personal data as an independent controller where necessary for its own legitimate business purposes and as permitted by applicable law.
Aggregated and De-Identified Data
FooQai may aggregate, anonymize, or de-identify data and may use and retain such data for analytics, benchmarking, product development, research, model improvement, and other lawful business purposes. Aggregated or de-identified data will not be treated as Customer Materials where it cannot reasonably identify the customer or an individual.
Security
FooQai will maintain reasonable administrative, technical, and organizational safeguards designed to protect personal data against unauthorized access, disclosure, alteration, loss, or destruction. No system or transmission method can be guaranteed to be completely secure.
Service Providers and Subprocessors
FooQai may engage third-party service providers and subprocessors to support hosting, infrastructure, payments, communications, analytics, integrations, security, and other operational functions. FooQai may permit such providers to process data only as reasonably necessary to perform services on FooQai’s behalf and subject to applicable contractual and legal requirements.
Data Retention
FooQai may retain Customer Materials, Service Data, and related records for as long as reasonably necessary to provide the services, comply with legal obligations, resolve disputes, enforce agreements, maintain security, and support legitimate business purposes. Deletion or return of personal data following termination will be governed by applicable law, the applicable DPA, or another written agreement between the parties.
Order of Precedence
If these Terms conflict with an executed DPA, enterprise agreement, order form, or other written agreement addressing data protection or data rights, the applicable executed agreement will control with respect to that conflict.
Indemnification
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless FooQai LLC, its affiliates, officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:
your use or misuse of FooQai products or services;
your violation of these Terms;
your violation of applicable law;
your infringement or violation of any third-party right;
Customer Materials, content, or data you provide;
unauthorized, improper, or prohibited use of PlateScan® hardware or software.
At your expense, FooQai may assume the exclusive defense and control of any matter subject to indemnification under this Section. You agree to fully cooperate with FooQai in the defense and resolution of any such claim. You may not settle any claim subject to indemnification in a manner that imposes liability, obligation, admission, restriction, or cost on FooQai without FooQai’s prior written consent.
Warranties and Disclaimers
Except for the one-year limited hardware warranty expressly stated in Section 5, and to the maximum extent permitted by law, FooQai products and services are provided “as is” and “as available.” FooQai disclaims all other warranties, express, implied, statutory, or otherwise, including warranties of:
Merchantability
Fitness for a particular purpose
Title
Non-infringement
Accuracy
Reliability
Availability
Performance
FooQai does not warrant that the services will be uninterrupted, error-free, secure, or free from defects.
FooQai does not guarantee that measurements, classifications, images, analytics, recommendations, scores, or other outputs will be complete, accurate, or suitable for any particular operational, financial, safety, compliance, or business decision. Customers remain responsible for independently verifying food preparation, portioning, quality, safety, allergen, nutritional, regulatory, and operational requirements.
FooQai does not guarantee any specific cost savings, revenue improvement, waste reduction, labor savings, compliance result, or other business outcome from use of its products or services. No oral or written statement, recommendation, demonstration, report, or other communication from FooQai creates any warranty not expressly stated in these Terms or another written agreement signed by FooQai.
Limitation of Liability
To the maximum extent permitted by law, FooQai LLC and its affiliates, officers, directors, employees, contractors, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to the use of FooQai products or services. This includes, without limitation, losses relating to:
Lost profits or revenue
Lost business opportunities
Loss of data
Business interruption
Food waste or spoilage
Labor or operational costs
Property damage
Reputational harm
Decisions made in reliance on FooQai measurements, analytics, scores, or outputs
FooQai’s total aggregate liability arising out of or relating to the products, services, or these Terms will not exceed the total fees paid by the customer to FooQai during the twelve (12) months immediately preceding the event giving rise to the claim. These limitations apply regardless of the legal theory asserted and even if FooQai has been advised of the possibility of such damages. The limitations in this Section will not apply to liability that cannot lawfully be excluded or limited under applicable law.
Termination, Governing Law, and General Terms
Suspension and Termination
FooQai may suspend, restrict, or terminate access to any product or service for non-payment, misuse, violation of these Terms, suspected unlawful activity, security risk, or conduct that may harm FooQai, its systems, customers, or third parties. Termination does not relieve you of any payment obligation or liability incurred before termination.
FooQai may retain information following termination as required by law or for legitimate business purposes.
Governing Law and Venue
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles. To the fullest extent permitted by law, any action, claim, or proceeding arising out of or relating to these Terms or the use of FooQai products or services must be brought exclusively in the state or federal courts located in the State of Delaware, and each party consents to the personal jurisdiction and venue of those courts.
Assignment
FooQai may assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, financing, corporate restructuring, or sale of assets. You may not assign or transfer your rights or obligations under these Terms without FooQai’s prior written consent.
Severability
If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
Waiver
Failure by FooQai to enforce any provision of these Terms does not constitute a waiver of that provision or any other right. Any waiver must be in writing and expressly authorized by FooQai.
Force Majeure
FooQai will not be liable for any delay or failure caused by events beyond its reasonable control, including natural disasters, utility or internet failures, labor disruptions, governmental actions, supply-chain interruptions, war, terrorism, epidemics, or failures of third-party infrastructure or services.
Entire Agreement
These Terms, together with any applicable order form, enterprise agreement, Data Processing Agreement, Privacy Policy, or other written agreement expressly incorporated by reference, constitute the agreement governing your use of FooQai products and services. If a signed written agreement conflicts with these Terms, the signed agreement will control with respect to that conflict.
Survival
Any provisions that by their nature should survive termination will remain in effect, including provisions relating to payment obligations, intellectual property, data rights, disclaimers, limitation of liability, indemnification, and dispute resolution.
Changes to Services and Terms
FooQai may modify, update, suspend, restrict, or discontinue any product, software feature, dashboard, integration, model, functionality, or service at any time for business, operational, security, technical, legal, or product-development reasons. FooQai may also update these Terms, its Privacy Policy, Acceptable Use Policy, or other incorporated policies from time to time.
If a change materially reduces your rights or materially increases your obligations, FooQai will use commercially reasonable efforts to provide notice. Updated terms become effective on the date stated in the applicable notice or published version. Your continued use of FooQai products or services after the effective date constitutes acceptance of the updated terms.
If you do not accept the updated terms, your sole remedy is to discontinue use of the affected products or services, subject to any surviving payment, contractual, or other obligations. FooQai may make changes necessary to address security issues, legal requirements, fraud, misuse, system integrity, third-party dependencies, or service reliability without prior notice where reasonably necessary.
Dispute Resolution and Arbitration
To the fullest extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms, FooQai products or services, or your relationship with FooQai will be resolved by final and binding arbitration, rather than in court. You and FooQai each waive the right to:
A trial by jury
Participate in a class action
Participate in a class arbitration
Bring claims on behalf of another person or entity
Claims must be brought individually and not as part of any class, collective, consolidated, or representative proceeding.
Arbitration Procedures
Arbitration will be conducted by a single neutral arbitrator under the applicable rules of the American Arbitration Association (“AAA”). The arbitrator will have authority to resolve disputes concerning the interpretation, enforceability, or application of this Section and may award any relief available under applicable law on an individual basis. The arbitrator’s decision will be final and binding and may be entered and enforced in any court of competent jurisdiction.
Arbitration Costs
The party initiating arbitration will be responsible, at its expense, for all filing, administrative, and arbitrator fees required to commence the proceeding, except to the extent otherwise required by applicable law or the applicable AAA rules. FooQai may recover its reasonable attorneys’ fees, costs, and expenses where permitted by law, awarded by the arbitrator, or arising from a claim determined to be frivolous, brought in bad faith, or subject to indemnification under these Terms. The arbitrator may allocate or reallocate arbitration fees and costs in the final award as permitted by applicable law and the applicable AAA rules.
Injunctive Relief
Either party may seek temporary, preliminary, or injunctive relief in court where necessary to protect intellectual property, confidential information, security, proprietary technology, or prevent unauthorized use of FooQai products or services.
Court Proceedings
Unless otherwise required by applicable law, any court proceeding not subject to arbitration must be brought exclusively in the state or federal courts located in the State of Delaware, and each party consents to the personal jurisdiction and venue of those courts.
This Section survives termination of these Terms.
Additional Terms and Incorporated Policies
These Terms incorporate by reference any additional policies, terms, agreements, or documents expressly referenced by FooQai, including:
Privacy Policy
Data Processing Agreement
Acceptable Use Policy
Order forms
Pilot agreements
Statements of work
Enterprise agreements
Product-specific terms
These documents form part of the agreement between you and FooQai where applicable.
If there is a conflict between these Terms and a separately executed written agreement, the executed agreement will control with respect to that conflict. You are responsible for complying with all applicable incorporated policies and agreements. FooQai may update incorporated policies from time to time in accordance with Section 14.
Feedback and Product Improvement
Any suggestions, ideas, enhancement requests, recommendations, comments, or other feedback provided to FooQai regarding its products or services (“Feedback”) may be used by FooQai without restriction, attribution, or compensation. You assign to FooQai all right, title, and interest in and to such Feedback, including any associated intellectual property rights. FooQai may use, reproduce, modify, develop, commercialize, and incorporate Feedback into existing or future products, services, features, models, analytics, or other offerings.