Last Updated: January 1, 2026
This Master Services Agreement ("Agreement") is a binding legal contract between Tarro, Inc. ("Tarro") and the merchant entity identifying itself as the restaurant or store ("Restaurant" or "You").
By clicking "Accept," signing an Order Form, or accessing or using Tarro’s suite of services—including Voice Ordering, Point of Sale (POS) systems, Delivery Fulfillment, and Payment Processing—you agree to be bound by the terms and conditions set forth below.
1. ACCESS AND USE OF SERVICES
1.1 License Grant. Subject to the terms and conditions of this Agreement, Tarro grants Restaurant a limited, non-exclusive, non-transferable, revocable license to access and use the Tarro Platform solely for its internal business operations during the Term.
1.2 Restrictions on Use. Restaurant will not, and will not permit any Authorized User to: (i) reverse engineer, decompile, or disassemble the Platform or any component thereof; (ii) copy, modify, or create derivative works of the Services; (iii) use the Services to build a competitive product or service; (iv) share login credentials with any third party; or (v) use the Services for any illegal or unauthorized purpose.
1.3 Account Security. Restaurant is responsible for maintaining the confidentiality of its login credentials. Restaurant agrees that it is fully responsible for all activities that occur under its account, including actions taken by "Authorized Users" (employees, contractors, or agents). Tarro is not liable for any loss or damage arising from unauthorized access to the Restaurant’s account.
1.4 Updates and Modifications. Tarro reserves the right to modify, upgrade, or discontinue any feature of the Services at any time. Tarro shall use reasonable efforts to provide notice of material changes that significantly impact the Restaurant’s operations.
2. NATURE OF RELATIONSHIP
2.1 Tarro as Primary Service Provider. The parties acknowledge and agree that Tarro acts as the Primary Party Responsible for all Technology, Ordering, and Logistics services provided through the Platform.
- Voice and POS Services: Tarro assumes primary responsibility for the provisioning, maintenance, accuracy, and operation of the Voice AI ordering system and Point of Sale software ("Tech Services").
- Delivery Services: Tarro assumes primary responsibility for the fulfillment of all delivery orders placed through the Platform. Tarro retains sole discretion over the means, method, and manner of delivery fulfillment, including the independent selection and management of third-party logistics networks or independent contractors.
2.2 Tarro as Merchant of Record. For all Orders processed through the Tarro Platform, Tarro acts as the Merchant of Record. Tarro is the party presenting the transaction to the Consumer and is responsible for the processing of payments, the resolution of consumer disputes, and the issuance of refunds where the Services provided by Tarro fail to meet standard performance requirements.
2.3 Limited Agency for Sale of Goods. Notwithstanding the above, the parties acknowledge that the Restaurant is the seller of the food and beverage products ("Goods"). Tarro acts strictly as the Restaurant’s limited commercial agent for the sole purpose of concluding the sale of Goods to the Consumer. The Restaurant remains the Principal and Seller of all Goods.
3. FEES, PRICING, AND REVENUE RECOGNITION
3.1 Pricing Discretion.
- Goods: Restaurant retains sole discretion to set the retail price of the Goods (Food and Beverage).
- Services: Tarro retains sole discretion to establish, modify, and retain any fees charged to the Consumer for the Services, including but not limited to Delivery Fees, Service Fees, Small Order Fees, and Technology Fees (collectively, "Tarro Revenue"). The Restaurant acknowledges that these fees are charged by Tarro directly to the Consumer for services rendered by Tarro, and Restaurant has no claim to such Tarro Revenue.
3.2 Remittance and Settlement. Tarro shall collect the total Gross Transaction Value from the Consumer. Tarro shall deduct its Tarro Revenue and any applicable processing fees, and remit the "Net Sales of Goods" (Order Subtotal plus applicable taxes) to the Restaurant in accordance with the payout schedule selected by the Restaurant.
4. TARRO PAY AND FINANCIAL SERVICES
4.1 Authorization. Restaurant authorizes Tarro and its designated payment processor to initiate credits (deposits) and debits (withdrawals) to the Restaurant’s designated bank account. This authority remains in effect until all obligations under this Agreement are satisfied.
4.2 Reserve Account and Security Interest. If Tarro reasonably believes there is a high risk of chargebacks, fraud, or non-payment of fees, Tarro reserves the right to: (i) establish a "Reserve Account" by withholding a portion of settlement funds; (ii) delay payouts for a period necessary to investigate the risk; or (iii) debit the Restaurant’s bank account to recover negative balances. Restaurant grants Tarro a security interest in all funds held by Tarro on Restaurant’s behalf to secure payment of any obligation owed to Tarro.
4.3 PCI Compliance. Restaurant represents that it will comply with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Restaurant is solely responsible for the security of cardholder data while in its physical possession or control.
5. MARKETING AND SMS SERVICES
5.1 Restaurant Representations and Warranties. If Restaurant utilizes Tarro’s SMS, email, or marketing tools, Restaurant represents and warrants that for all Customer Data provided to Tarro:
- Consent: Restaurant has obtained clear, affirmative, and "prior express written consent" from each Consumer to receive marketing communications, strictly in accordance with the Telephone Consumer Protection Act (TCPA) and the CAN-SPAM Act.
- Ownership: Restaurant is the sole owner or authorized licensee of the Customer Data.
- Accuracy: Restaurant has scrubbed the list against any internal or federal "Do Not Call" registries prior to uploading data to Tarro.
5.2 Tarro as Passive Conduit. The parties acknowledge that Tarro acts solely as the technical transmitter of marketing messages. Tarro does not create the content of the marketing messages nor does it select the recipients. Restaurant retains sole control over the content, timing, and recipients of all marketing campaigns.
5.3 Indemnification for Marketing Violations. Restaurant agrees to indemnify, defend, and hold Tarro harmless from and against any and all claims, damages, fines, or lawsuits (including class action lawsuits) arising out of or related to: (i) allegations that the marketing communications violated the TCPA, CAN-SPAM, or other privacy laws; or (ii) the lack of proper consent from message recipients.
6. HARDWARE AND EQUIPMENT
6.1 Ownership. All hardware provided by Tarro, including but not limited to tablets, printers, and terminals ("Equipment"), remains the sole property of Tarro, unless explicitly sold to the Restaurant under a separate purchase agreement. Restaurant holds the Equipment as a bailee.
6.2 Loss and Damage. Restaurant is responsible for the safekeeping of the Equipment. In the event of theft, loss, or damage (excluding normal wear and tear), Restaurant agrees to pay Tarro the full replacement cost of the Equipment.
6.3 Return of Equipment. Upon termination of this Agreement, Restaurant must return all Equipment to Tarro within ten (10) days. Failure to return Equipment will result in a Non-Return Fee equal to the hardware's full retail value, which Tarro may automatically debit from the Restaurant’s final payout or bank account.
7. RESTAURANT RESPONSIBILITIES
7.1 Connectivity. Restaurant is solely responsible for obtaining and maintaining a high-speed internet connection and all related hardware (e.g., tablets, routers) necessary to access the Platform. Tarro is not responsible for any service interruptions, failed orders, or printing errors caused by the Restaurant’s internet service provider or local network failures.
7.2 Food Integrity and Safety. Restaurant is solely responsible for the preparation, packaging, quality, and safety of the Goods. Restaurant warrants that all Goods are prepared in compliance with local health codes and safety regulations.
7.3 Menu Accuracy and Price Parity. Restaurant is responsible for ensuring the menu items, prices (for Goods), and tax rates programmed into the POS are accurate and up to date. Restaurant agrees that the prices for Goods offered via the Platform shall be at least as favorable to the Consumer as those offered on Restaurant’s standard takeout menu.
7.4 Third-Party Services. Except for the Delivery Services explicitly provided by Tarro, Tarro is not responsible for any Third-Party Services (e.g., loyalty programs, external accounting integrations) used by the Restaurant. Tarro disclaims all liability for the compatibility or performance of such Third-Party Services.
8. RISK OF LOSS AND LIMITATION OF LIABILITY
8.1 Assumption of Risk for Services. To ensure the integrity of the transaction, Tarro assumes the financial risk of loss for the Services as follows:
- Service Failure: If an Order is refunded or charged back due to a failure in the Delivery, Voice, or POS Services (e.g., driver non-arrival, software pricing error, system outage), Tarro shall bear the cost of the refund and/or chargeback.
- Restaurant Error: If an Order is refunded or charged back due to Food quality, missing items, or safety (e.g., "Food was cold," "Wrong item packed"), the Restaurant shall bear the cost.
8.2 Exclusive Remedy. In the event of a failure by Tarro to perform the Services (including Delivery failures, Voice AI errors, or POS outages) resulting in a lost or unpayable Order, Tarro’s sole liability and Restaurant’s exclusive remedy shall be for Tarro to remit or reimburse the "Net Sales of Goods" associated with that specific Order.
8.3 Waiver of Consequential Damages. EXCEPT FOR INDEMNIFICATION OBLIGATIONS OR BREACHES OF CONFIDENTIALITY, IN NO EVENT SHALL TARRO BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS REPUTATION, OR DATA LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.4 Aggregate Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, TARRO’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT (UNRELATED TO SPECIFIC ORDER REIMBURSEMENTS AS DEFINED IN SECTION 8.2) SHALL NOT EXCEED THE TOTAL FEES PAID BY RESTAURANT TO TARRO IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
9. INDEMNIFICATION
9.1 By Restaurant. Restaurant agrees to indemnify, defend, and hold Tarro harmless from and against any claims, damages, or losses arising out of: (i) the quality, safety, or sale of the Goods (e.g., food poisoning, allergic reactions); (ii) Restaurant’s violation of laws, taxes, or regulations; or (iii) Restaurant’s breach of the Marketing warranties in Section 5.
9.2 By Tarro. Tarro agrees to indemnify, defend, and hold Restaurant harmless from and against any claims arising out of: (i) Tarro’s gross negligence or willful misconduct in performing the Delivery Services resulting in property damage or bodily injury to third parties; or (ii) allegations that the Tarro Software infringes upon the intellectual property rights of a third party.
10. GENERAL PROVISIONS
10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of laws principles.
10.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, both written and oral.
10.3 Modification. Tarro reserves the right to modify these Terms of Service at any time. Continued use of the Services after such changes constitutes acceptance of the new Terms.