Last updated April 30, 2025
These Terms of Use govern the use of the Moonrise Platform and Merchant App by Coffee Shops ("Merchants") partnering with Moonrise Ltd. For terms applicable to end-user Customers using the Moonrise consumer app, see our Customer Terms of Use.
We are Moonrise Ltd. ("Company," "we," "us," "our"), a company registered in Colorado, United States at 3957 Inca st, Denver, CO 80211.
We operate the mobile application Moonrise - Order local coffee (the "App"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").
Moonrise provides a mobile application and platform that connects Customers with local independent coffee shops, enabling Customers to place orders for pickup. Through the Moonrise Platform, Coffee Shops can market their locations, manage orders, and interact with Customers. The Parties agree that Moonrise is not a merchant, food preparation business, or reseller; it is an online marketing and connection platform.
You can contact us by phone at 3034408888, email at legal@ordermoonrise.com, or by mail to 3957 Inca st, Denver, CO 80211, United States.
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Moonrise Ltd., concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.
The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.
We recommend that you print a copy of these Legal Terms for your records.
3. RESPONSIBILITIES AND PROCEDURES
9. INTELLECTUAL PROPERTY RIGHTS
17. MERCHANT CONTENT CONTRIBUTIONS
19. GUIDELINES FOR CUSTOMER REVIEWS
22. THIRD-PARTY WEBSITES AND CONTENT
26. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY
28. MODIFICATIONS AND INTERRUPTIONS
36. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
38. CALIFORNIA USERS AND RESIDENTS
44. MERCHANT PERFORMANCE STANDARDS
45. TERMINATION FOR CONVENIENCE
48. MERCHANT LIABILITY INSURANCE
The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
Nothing in these Legal Terms shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between Moonrise and the Coffee Shop. The Coffee Shop acknowledges and agrees that it is operating as an independent business entity, and that its employees or contractors are not employees or agents of Moonrise.
Moonrise does not handle any tax responsibilities for the Merchant. The POS System shall charge and collect from Customers the applicable state and local sales, use, or similar taxes for the Coffee Shop Products sold on the Moonrise Platform ("Collected Taxes"). The Coffee Shop will be responsible for remitting any portion of Collected Taxes not required to be remitted by the POS System under the marketplace facilitator laws to the appropriate tax authorities.
Moonrise uses the POS System as a payment processor to collect Order amounts from Customers and remit payment to the Coffee Shop. Any applicable service fee charged by Moonrise is collected as part of the transaction and is automatically separated and remitted to Moonrise. The remaining balance, including the sales tax and item total, is transferred directly to the Coffee Shop's account associated with their POS System.
The POS System shall charge and collect from Customers the applicable Collected Taxes and handle the remittance of such taxes to the appropriate tax authorities. Coffee Shop will be responsible for remitting any portion of Collected Taxes not required to be remitted by the POS System under the marketplace facilitator laws to the appropriate tax authorities.
The Fee for a Customer order canceled after it has been processed is non-refundable. Customer orders requiring recreation due to Coffee Shop's error are subject to Fees as a separate delivery.
Coffee Shop will have access to Moonrise's support services for any issues, questions, or concerns relating to orders. Moonrise will forward any customer support issues to the Coffee Shop for resolution.
Moonrise collects Customer tips at checkout and remits them in full to the Merchant. Moonrise does not retain, control, or distribute tips. Coffee Shop is solely responsible for distributing Customer tips in accordance with applicable law and agrees to indemnify Moonrise for any failure to do so.
In the event of a material change in law that increases costs for Moonrise's business, Moonrise may, with 15 days' written notice, pass through fees to Coffee Shop and/or Customer generated directly as a result of such change in law in the affected jurisdiction(s); provided that in such case Coffee Shop may terminate this Addendum in part with respect to the affected jurisdiction by providing Moonrise 15 days' written notice from the date of Moonrise's notice.
Moonrise will only accept Orders during the operating hours for the applicable Moonrise Product, which may vary by Coffee Shop Location and will be separately communicated to Coffee Shop.
Moonrise reserves the right to change, suspend, or discontinue any Moonrise Product or Coffee Shop Location at any time. Coffee Shop shall not list or include any Coffee Shop Products or Locations that subject Moonrise to undue regulatory risk, health and safety risk, or other liability. Any such Coffee Shop Products or Locations are subject to removal by Moonrise.
We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks"). Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Content and Marks are provided in or through the Services "AS IS" for your personal, non-commercial use only.
Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to:
solely for your personal, non-commercial use.
Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: legal@ordermoonrise.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.
Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.
Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material ("Contributions"). Any Submission that is publicly posted shall also be treated as a Contribution.
You understand that Contributions may be viewable by other users of the Services and possibly through third-party websites.
When you post Contributions, you grant us a license (including use of your name, trademarks, and logos): By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including, without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media formats and through any media channels.
This license includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.
You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, you:
You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.
We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Legal Terms. If we remove or edit any such Contributions, we may also suspend or disable your account and report you to the authorities.
We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately refer to the "DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY" section below.
By using the Services, including the Merchant App, you represent and warrant that: (1) all registration information you submit is true, accurate, current, and complete; (2) you will maintain and promptly update such information; (3) you have the legal capacity and authority to enter into these Legal Terms on behalf of the Coffee Shop; (4) you are not a minor in your jurisdiction; (5) you will not access the Services through automated or non-human means, such as bots or scripts; (6) you will use the Merchant App solely for authorized business purposes related to your partnership with Moonrise; and (7) your use of the Services will comply with all applicable laws and regulations.
If you provide inaccurate or incomplete information, we may suspend or terminate your account and refuse future use of the Services.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
You are required to register to use the Merchant App. You agree to keep your account credentials confidential and are responsible for all activities under your account. We reserve the right to remove or change your username if we determine it is inappropriate or objectionable.
We make every effort to display as accurately as possible the colors, features, specifications, and details of the products available on the Services. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products. All products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.
We accept the following forms of payment:
You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.
You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.
Your merchant subscription to premium Merchant App features will continue and automatically renew unless canceled. You authorize us to charge your designated payment method on a recurring basis (monthly or annually, based on your plan) without requiring prior approval for each charge, until you cancel. The billing cycle depends on the subscription plan selected.
You may cancel your subscription at any time by logging into your Merchant App account or emailing legal@ordermoonrise.com. Cancellation takes effect at the end of the current billing period. No refunds will be issued for partial periods.
We may adjust subscription fees with 30 days’ written notice via email or the Merchant App. Continued use after fee changes constitutes acceptance of the new fees.
All sales are final and no refund will be issued.
You may not use the Services, including the Merchant App, for any purpose other than managing your Coffee Shop’s partnership with Moonrise, as outlined in these Legal Terms. Prohibited activities include, but are not limited to:
Any violation of these prohibitions may result in immediate suspension or termination of your account, loss of access to the Services, and potential legal action, at Moonrise’s discretion.
The Merchant App may allow you to upload, post, or submit content, such as menu items, images, promotional text, or other materials (“Contributions”). By submitting Contributions, you represent and warrant that:
Moonrise may remove or edit Contributions that violate these Terms or applicable laws, without notice, and may suspend or terminate your account for repeated violations.
By submitting Contributions through the Merchant App, you grant Moonrise a non-exclusive, royalty-free, worldwide, perpetual license to use, reproduce, display, distribute, and modify your Contributions for the purpose of operating, promoting, and improving the Moonrise Platform. This license includes use of your Coffee Shop’s name, logo, and images provided in Contributions.
You retain ownership of your Contributions, subject to the license granted above. Moonrise may remove or edit Contributions at its discretion if they violate these Terms or applicable laws.
Customers may submit reviews or ratings of your Coffee Shop through the Moonrise Platform. Merchants agree that:
Moonrise does not endorse reviews and is not liable for claims arising from them. By participating in the Moonrise Platform, you grant Moonrise a perpetual, non-exclusive, royalty-free license to use and display Customer reviews for platform purposes.
We grant you a revocable, non-exclusive, non-transferable, limited license to install and use the Merchant App on devices owned or controlled by you, solely for managing your Coffee Shop’s menu, orders, account settings, and other authorized activities as part of your partnership with Moonrise. You agree to:
Violation of these terms may result in revocation of your license and termination of your access to the Services.
As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a "Third-Party Account") by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the "Social Network Content") so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services. You can deactivate the connection between the Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
The Services may contain (or you may be sent via the App) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
We allow advertisers to display their advertisements and other information in certain areas of the Services, such as sidebar advertisements or banner advertisements. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.
We care about data privacy and security. Please review our Privacy Policy: https://www.ordermoonrise.com/legal/customer-privacy-policy.html. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.
We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a "Notification"). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.
All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by the Notification, a representative list of such works on the Services; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.
If you believe your own copyrighted material has been removed from the Services as a result of a mistake or misidentification, you may submit a written counter notification to our Designated Copyright Agent using the contact information provided below (a "Counter Notification"). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party’s agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.
If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false Counter Notification constitutes perjury.
Designated Copyright Agent
Ethan Maxwell Kreloff
Attn: Copyright Agent
3957 Inca st
Denver, CO 80211
United States
legal@ordermoonrise.com
These Legal Terms remain in effect while you use the Services. We may deny access to the Services or terminate your account for breach of these Terms or applicable law, with 30 days’ written notice via the Merchant App or email, unless immediate termination is required by law.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
We may change, modify, or remove the contents of the Services, including the Merchant App, with 30 days’ written notice via email or the Merchant App, except where immediate changes are required by law or for security reasons. We are not obligated to update all information on our Services.
We cannot guarantee uninterrupted access to the Services due to potential hardware, software, or maintenance issues, which may cause delays or errors. We may suspend or discontinue the Services with 30 days’ notice, unless immediate action is required. Moonrise is not liable for any loss or inconvenience caused by such interruptions.
These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Colorado applicable to agreements made and to be entirely performed within the State of Colorado, without regard to its conflict of law principles.
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
If the Parties cannot resolve a Dispute through informal negotiations, the Dispute (except those excluded below) will be resolved by binding arbitration. YOU UNDERSTAND THAT THIS PROVISION LIMITS YOUR RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. Arbitration will follow the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), available at www.adr.org. Arbitration fees and arbitrator compensation will be governed by AAA rules. Arbitration may be conducted in person, via documents, phone, or online, with a written decision. Both Parties may seek court relief for intellectual property, privacy, or injunctive issues. Arbitration will occur in Denver, Colorado, unless an alternative venue is agreed upon for out-of-state merchants to ensure fairness.
Opt-Out Option: Merchants may opt out of arbitration by emailing legal@ordermoonrise.com within 30 days of accepting these Terms. Opt-out disputes will be resolved in Denver, Colorado courts.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Denver, Colorado, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.
In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
If a court deems the class action waiver unenforceable, the remaining arbitration clause shall remain in effect.
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
THE SERVICES, INCLUDING THE MERCHANT APP, ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS, EXCEPT AS OTHERWISE AGREED IN WRITING FOR ENTERPRISE USERS OR WHERE SPECIFIC PERFORMANCE STANDARDS ARE OUTLINED FOR MERCHANTS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS DISCLAIMER APPLIES SPECIFICALLY TO NON-ENTERPRISE USERS AND SUPPLEMENTARY CONTENT. WE MAKE NO WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR LINKED CONTENT AND ASSUME NO LIABILITY FOR (1) ERRORS OR INACCURACIES, (2) PERSONAL INJURY OR PROPERTY DAMAGE FROM YOUR USE, (3) UNAUTHORIZED ACCESS TO OUR SERVERS, (4) SERVICE INTERRUPTIONS, (5) THIRD-PARTY TRANSMISSIONS, OR (6) LOSSES FROM CONTENT USE.
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EXCEPT IN CASES OF OUR GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, WHICH ARE EXCLUDED FROM THIS LIMITATION. OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF THE AMOUNT PAID BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $40,000.00 USD, UNLESS OTHERWISE REQUIRED BY LAW. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
Moonrise may send SMS messages to merchants for account authentication (e.g., login verification) or critical account updates. By enabling SMS features in the Merchant App, you consent to receive these messages.
To stop receiving SMS messages, reply “STOP” to any message or disable SMS in your Merchant App settings. You may receive a confirmation message upon opting out.
Standard message and data rates may apply to SMS messages, as determined by your mobile carrier and plan.
For SMS-related questions, contact us at legal@ordermoonrise.com or 303-440-8888.
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:
Moonrise Ltd.
3957 Inca st
Denver, CO 80211
United States
Phone: 3034408888
legal@ordermoonrise.com
Both parties agree to keep confidential any non-public information received from the other party and to use such information only for the purposes of this agreement.
Moonrise handles personal information in accordance with its Privacy Policy. Moonrise owns all aggregated and anonymized data generated from Orders and Customer interactions on the Moonrise Platform for use in analytics and service improvement. Merchants may access Customer data necessary for order fulfillment, including but not limited to order details and Customer contact information, solely for the purpose of providing services through the Moonrise Platform and in compliance with applicable data protection laws. Merchants are responsible for maintaining the security of their Merchant App credentials and for ensuring compliance with all applicable data protection laws, including but not limited to the California Consumer Privacy Act (CCPA), with respect to any Customer data they collect or handle. Merchants shall promptly notify Moonrise of any data security incidents involving Customer data.
Neither party shall be liable for any failure or delay in performance under these Legal Terms to the extent said failures or delays are caused by conditions beyond that party’s reasonable control, including but not limited to acts of God, government actions, pandemics, natural disasters, cyberattacks, power outages, or network failures.
Coffee Shops agree to fulfill Orders received through the Moonrise Platform within 10 minutes of receipt during operational hours, ensuring timely preparation and availability for Customer pickup. Additionally, Coffee Shops must adhere to the following service level agreements (SLAs): (a) respond to customer support inquiries within a reasonable time frame, typically not exceeding 2 hours during business hours; (b) maintain a high level of order accuracy and readiness, aiming for at least 95% of orders to be prepared correctly and on time; and (c) process refunds or resolve disputes promptly, generally within 24 hours of the request. Failure to meet these standards may result in review by Moonrise and potential termination of the partnership.
Moonrise may terminate this agreement with a Coffee Shop for any reason by providing 30 days’ written notice via email or the Merchant App. Similarly, the Coffee Shop may terminate this agreement by providing 30 days’ written notice to Moonrise via email. Upon termination, all outstanding Orders must be fulfilled, and no new Orders will be accepted.
Moonrise reserves the right to audit Coffee Shop records related to Orders, payments, and tax reporting, including data processed through the Merchant App, to ensure compliance with these Legal Terms. Audits will be conducted upon reasonable notice during normal business hours. Coffee Shops shall maintain accurate records for at least three (3) years and provide access upon Moonrise’s request.
The following sections shall survive any termination or expiration of these Legal Terms: 9 (Intellectual Property Rights), 20 (Merchant App License), 30 (Dispute Resolution), 33 (Limitations of Liability), 34 (Indemnification), 41 (Confidentiality), 42 (Data Privacy and Security), and any other provisions intended to survive by their nature.
Merchants agree to maintain general liability insurance, including product liability and premises liability, in commercially reasonable amounts throughout the duration of their use of the Moonrise Platform. This insurance must cover claims arising from customer illness, injury, property damage, or other incidents related to the Merchant’s goods or services. Upon request, the Merchant must provide proof of insurance to Moonrise. Failure to maintain such insurance may result in suspension or termination of the Merchant’s access to the Platform.