Terms of Service

These Terms of Service ("Terms") form a binding agreement between Legacy Sync LLC, a Tennessee limited liability company ("Legacy Sync," "we," "us," or "our"), and the restaurant, bar, or other hospitality business ("Venue," "Customer," or "you") that subscribes to Rail.menu, a digital menu product owned and operated by Legacy Sync (the "Service"). By paying an invoice from Legacy Sync for the Service that links to these Terms, creating a Rail.menu account, checking an acceptance box, accessing the administrative dashboard, deploying a Rail.menu URL, or otherwise using the Service, you agree to be bound by these Terms. If you accept these Terms for a business, you represent that you have authority to bind that business. If you do not agree, do not purchase or use the Service.

Legacy Sync provides a hosted, display-only digital menu platform that lets Venues publish guest-facing food and beverage menus accessible by web URL (typically via a QR code placed at the table). The Service includes an administrative dashboard for managing menu content, branding, theming, and display settings, and a guest-facing menu rendered from that content.

Unless the invoice states otherwise, the base subscription is for one Venue location. That Venue location may include regular menus or dayparts such as Main, Brunch, Happy Hour, and Dinner, food and beverage sections, and event listings displayed inside the Venue's primary guest-facing menu.

Standalone event, private-dinner, pop-up, or separately branded menus with their own URL, QR code, branding, publishing period, or lifecycle are not part of the base Venue location. They are included only when stated on the invoice and are otherwise quoted separately.

Display-only. The Service is a passive information-display service. It does not process orders, payments, tabs, reservations, or any other transaction between you and your guests. All ordering, payment, and service activity remains exclusively between the Venue and the guest, governed by the Venue's own policies and applicable law.

An invoice for the Service identifies the Customer, the selected services, the current fees, the billing frequency, and any customer-specific discount or scope. The invoice supplies those commercial details under these Terms. It does not replace these Terms or add separate legal terms.

You must create an account to use the administrative dashboard. You are responsible for safeguarding your account credentials, for all activity under your account, and for promptly notifying us of any unauthorized access. The selected services, fees, billing frequency, and any customer-specific pricing are stated on the invoice. Subscriptions are month to month unless the invoice expressly states otherwise.

The recurring subscription includes the hosted guest menu, administrative access, and the self-service features identified on the invoice. The subscription does not include setup, Rail.menu-managed content work, seasonal refreshes, generated-image work, translations, flavor-profile and pairing work for items added or changed after launch, print design, or other professional services unless the invoice says they are included. Optional work requires written approval before it begins and is billed separately.

Setup scope. A setup fee covers one location's initial regular menus and dayparts built from the source material the Customer supplies at kickoff, including initial flavor profiles and pairings for up to one hundred (100) menu items across the initial build, food and beverage combined, and matching and tagging illustrative stock images from the Rail.menu library. A "menu item" is each distinct food or beverage item in the initial build, counted once even if it appears in more than one section or tab or is offered in more than one serving format, size, pour, or price (for example, a wine by the glass and by the bottle is one item). Items beyond the first one hundred (100) are billed in blocks of up to fifty (50) at the Flavor Population Pack rate in effect when the setup is invoiced, and each started block is billed as a full block (for example, 101 to 150 items adds one block and 151 to 200 adds two). The invoice states the item count and the number of blocks. Additional locations, standalone menus described in Section 2, and source material supplied after the Customer approves the build are quoted separately.

Images; no photography. Legacy Sync does not provide photography or photo-shoot services. Unless the invoice includes an image add-on, the only images Legacy Sync supplies are illustrative images from the Rail.menu stock library, which Legacy Sync matches and tags to menu items as part of setup and as a convenience. Stock images are representative only, may not depict the Venue's actual product or presentation, and may also be used for other customers. Images supplied under an image add-on are AI-generated illustrations, not photographs of the Venue's products. The Venue is responsible for reviewing every image before it is published and may replace or remove any Rail.menu-supplied image with its own.

Legacy Sync will provide commercially reasonable email support during normal business hours. Standard support does not include creating, correcting, or continuously maintaining Customer Data unless that work is included on the invoice or separately approved in writing.

The Venue is the sole and exclusive source of truth for all menu data displayed through the Service, including without limitation: item names, descriptions, ingredients, tasting notes, allergen information, prices, availability, ABV values, food pairings, images, and any other content the Venue uploads, imports, or causes to be displayed (collectively, "Customer Data").

You represent and warrant that you have the legal right to publish all Customer Data, that it is accurate and complete at the time of publication, and that you will keep it current. Where Legacy Sync offers convenience features that pre-populate fields (for example, flavor profiles, pairings, and tasting notes Legacy Sync prepares during setup, stock-cocktail templates, stock images, AI-assisted extraction from a source menu, AI-generated descriptions or images, or default tasting notes), those features are conveniences only and may contain errors. The Venue is responsible for reviewing and verifying every field before publishing and on an ongoing basis. Legacy Sync does not independently verify Customer Data.

Launch approval; adopted content. Legacy Sync will not publish a menu, or a change to a menu, that Legacy Sync prepares for the Venue during setup or under a paid service until the Venue approves it in writing (email is sufficient). When the Venue approves that content, or publishes it or directs Legacy Sync to publish it, customer-specific content Legacy Sync prepared, transcribed, or generated becomes Customer Data for all purposes under these Terms. Stock images do not become Customer Data and remain Service Materials under Section 10. This approval process does not apply to allergen information, dietary markers, or alcohol-free labels, which are controlled by the paragraph below.

Allergen, dietary, and alcohol-free fields.Allergen information, dietary markers (for example, gluten-free, vegetarian, or vegan), and alcohol-free or non-alcoholic labels are entered only by the Venue. Legacy Sync will not enter, infer, or generate those fields on the Venue's behalf, and Legacy Sync's setup, import, and AI-assisted tools do not populate them. Whether a drink contains alcohol or an allergen depends on how the Venue prepares it, which Legacy Sync does not control.

You grant Legacy Sync a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, and process Customer Data solely to provide and improve the Service. That license includes the Venue's names, logos, trademarks, and other materials the Venue provides or authorizes Legacy Sync to collect from the Venue's website, menus, or other public sources for the Venue's menu. You retain all ownership rights in Customer Data. Any image you provide is Customer Data, and you represent and warrant that you own it or have all permissions needed for Legacy Sync to use it as described in these Terms.

The Service displays allergen and ingredient information as the Venue provides it. Legacy Sync makes no independent assessment of allergen risk and no warranty regarding the accuracy, completeness, or currency of any allergen or ingredient information shown.

The guest-facing menu carries a visible disclaimer instructing diners with allergies to confirm ingredient and allergen information directly with Venue staff before ordering. You agree not to remove, obscure, or modify that disclaimer.

You are responsible for training your staff to respond accurately to guest allergen inquiries, for keeping ingredient information current as recipes change, and for complying with all federal, state, and local food safety, labeling, and allergen disclosure laws applicable to your operation.

Alcohol and advertising laws. You are responsible for ensuring that menu content, prices, promotions, and happy-hour or event listings comply with alcoholic beverage control, advertising, and consumer protection laws that apply to your Venue.

Accessibility. Legacy Sync designs the guest menu with accessibility in mind but does not warrant that any menu conforms to a particular accessibility standard. You are responsible for the accessibility of Customer Data, including image descriptions and the readability of content you provide.

You will not, and will not permit any third party to: (a) use the Service to display content that is unlawful, defamatory, obscene, infringing, or harmful; (b) attempt to gain unauthorized access to the Service, other Venues' accounts, or underlying systems; (c) interfere with or disrupt the Service or its infrastructure; (d) reverse engineer, decompile, or attempt to derive source code from the Service; (e) use the Service to send unsolicited communications; or (f) use the Service in violation of any applicable law or regulation.

Legacy Sync will use commercially reasonable efforts to keep the Service available. The Service does not carry a guaranteed uptime percentage, response time, or service-credit commitment unless Legacy Sync separately agrees to one in writing. Availability may be affected by maintenance, internet or network failures, third-party infrastructure, Customer Data or configuration, security events, and events outside Legacy Sync's reasonable control. You are responsible for maintaining a printed or other reasonable fallback for use when the Service is unavailable.

Fees are due in advance according to the invoice. Monthly subscription fees are non-refundable, including for a partial month. A one-time setup fee is non-refundable once setup work begins, except where applicable law requires otherwise. Setup work begins at the earlier of the kickoff meeting or Legacy Sync's receipt of the Customer's source material. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. All fees are exclusive of taxes; you are responsible for any sales, use, or similar taxes applicable to your subscription.

Automatic renewal and recurring charges. A subscription renews automatically each billing period until it is canceled under Section 14. If you save a payment method or enroll in automatic payment, you authorize Legacy Sync and its payment processor to charge that payment method for each renewal and for other fees stated on an invoice you receive under these Terms, until you cancel or remove the authorization. A chargeback or payment reversal of an undisputed amount is treated as non-payment.

Standard prices. Current standard prices are published at rail.menu/pricing. Unless an invoice or written quote states otherwise, optional services are billed at the standard prices in effect when you approve the work, and a reactivation is billed at the standard prices and reactivation terms in effect when the account is restored.

Promotions, deferred fees, and credits. Any discount, waived or deferred fee, referral credit, or other incentive applies only as stated on the invoice or in written program terms from Legacy Sync. A deferred or conditionally waived fee becomes due as the invoice states if the stated condition is not met, except that it is forgiven if Legacy Sync terminates the Service without cause or if the Customer cancels, effective before a noticed price increase takes effect, under the price-change terms below. Credits have no cash value, are not transferable, and apply only to future subscription fees. Legacy Sync may end or change a referral or promotional program for future referrals or purchases at any time.

Collection costs. You will reimburse Legacy Sync for reasonable costs of collecting past-due amounts, including reasonable attorneys' fees and court or collection-agency costs.

Price changes. The invoice states the subscription rate currently in effect for the Customer. Legacy Sync may change a recurring fee or other charge by providing at least thirty (30) days' written notice. A change will not apply retroactively and will take effect no earlier than the first billing cycle beginning after the notice period. You may cancel before the new price takes effect. No quoted, promotional, or invoiced rate is fixed, grandfathered, or guaranteed for future billing cycles.

Non-payment. An amount not paid by its invoice due date is past due. If any amount remains unpaid for more than thirty (30) days after its due date, Legacy Sync may suspend or terminate the Service. At that point, any promotional, discounted, or customer-specific special pricing ends, and any pending or unused referral credit or other incentive expires. Restoring service is subject to Legacy Sync's then-current prices and any applicable setup or reactivation fee. Accepting a late payment does not require Legacy Sync to restore a previous price, promotion, credit, or incentive.

Each party may receive non-public information from the other in connection with the Service ("Confidential Information"). Each party will use reasonable care, no less than the care it uses to protect its own confidential information of similar importance, to prevent unauthorized disclosure or use of the other's Confidential Information. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, was rightfully known to the receiving party without restriction prior to disclosure, or is independently developed without reference to the other's Confidential Information.

The Service, including the Rail.menu name, software, design, trademarks, and documentation, is and remains the exclusive property of Legacy Sync LLC and its licensors. No rights are granted to you other than the limited, non-exclusive, non-transferable right to access and use the Service during your subscription term in accordance with these Terms. Customer Data remains your property as set forth in Section 4.

Customer deliverables and stock content.Customer-specific content Legacy Sync prepares for you and you approve under Section 4, including generated images, flavor and tasting content, translations, and transcribed descriptions, belongs to you as Customer Data. To the extent Legacy Sync has any ownership rights in that content, Legacy Sync assigns those rights to you when you approve the content. AI-generated material may not be eligible for copyright protection, and neither party can assign or claim rights that applicable law does not recognize.

Layouts, templates, themes, stock images, print-layout designs, and other pre-existing or reusable materials Legacy Sync owns or licenses ("Service Materials") remain owned or licensed by Legacy Sync. While your account is active and paid, you may use the Service Materials delivered for your Venue on your Rail.menu menu and in your own Venue's marketing of that menu. Legacy Sync may reuse its templates, stock images, and general know-how for other customers. Images and other content you provide remain Customer Data and are subject to your rights warranty in Section 4.

Menu URLs and QR codes. Rail.menu URLs, subdomains, and the QR codes that point to them are part of the Service and do not transfer to you. After suspension or termination, Legacy Sync may show a notice that the menu is unavailable at those URLs and, where practical, a link to your Venue's website. Legacy Sync will not redirect your menu URL to a competing venue.

Feedback. If you give Legacy Sync suggestions or feedback about the Service, Legacy Sync may use them without restriction or payment to you.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. To the maximum extent permitted by law, Legacy Sync disclaims all warranties, express, implied, statutory, or otherwise, including without limitation any warranty of merchantability, fitness for a particular purpose, accuracy, completeness, title, quiet enjoyment, non-infringement, and any warranty arising out of course of dealing or usage of trade.

Without limiting the foregoing, Legacy Sync does not warrant that the Service will be uninterrupted, error-free, secure, or free of harmful components; that Customer Data displayed through the Service is accurate, complete, or current; or that any defect or error will be corrected. Any reliance you or your guests place on information displayed through the Service is at your own risk.

EXCLUSION OF INDIRECT DAMAGES. To the maximum extent permitted by law, in no event will Legacy Sync be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation lost profits, lost revenue, lost business opportunity, loss of goodwill, or cost of substitute services, arising out of or relating to the Service or these Terms, even if Legacy Sync has been advised of the possibility of such damages.

LIABILITY CAP. Legacy Sync's total cumulative liability arising out of or relating to the Service or these Terms, whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed the total fees paid by you to Legacy Sync in the twelve (12) months immediately preceding the event giving rise to the claim.

CARVE-OUTS. The exclusions and limitations in this Section 12 do not apply to (a) Legacy Sync's breach of its confidentiality obligations under Section 9, subject to the security incident cap below, (b) Legacy Sync's indemnification obligations under Section 13 for third-party intellectual property infringement claims, or (c) damages arising from Legacy Sync's gross negligence or willful misconduct.

SECURITY INCIDENT CAP. For any claim arising from unauthorized access to, or acquisition or disclosure of, data held in the Service as a result of a security incident, Legacy Sync's total cumulative liability will not exceed three (3) times the total fees paid by you to Legacy Sync in the twelve (12) months immediately preceding the incident, unless the incident resulted from Legacy Sync's gross negligence or willful misconduct.

The exclusions and limitations in this Section 12 limit Legacy Sync's liability only. They do not limit your payment obligations or your indemnification obligations under Section 13.

By the Venue. You will defend, indemnify, and hold harmless Legacy Sync and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data, including any claim that Customer Data is inaccurate, incomplete, infringing, or otherwise unlawful; (b) any allergen-related claim or personal injury claim asserted by a guest, family member, or other third party arising from food or beverage served at your Venue, regardless of whether the claim references information displayed through the Service; (c) your breach of these Terms; or (d) your violation of applicable law.

Claims alleging Legacy Sync negligence. Your obligations under clauses (a) and (b) above apply even if the claim alleges that Legacy Sync was negligent, including negligence in hosting, displaying, transcribing, formatting, or translating Customer Data or content you approved under Section 4. They do not apply to the extent a claim is finally determined to have been caused by Legacy Sync's gross negligence or willful misconduct.

Venue insurance. While you subscribe to the Service, you will maintain commercial general liability insurance, including products-completed operations coverage, with limits of at least $1,000,000 per occurrence, and, if you serve alcohol, liquor liability insurance as required by law or your lease. On request, you will provide a certificate of insurance and will ask your insurer to name Legacy Sync as an additional insured where commercially available. Your indemnification obligations are not limited to the amount of your insurance.

By Legacy Sync. Legacy Sync will defend, indemnify, and hold harmless the Venue from and against any third-party claim alleging that the Service, as provided by Legacy Sync and used in accordance with these Terms, infringes a valid United States patent, copyright, or trademark. This obligation does not apply to Customer Data, stock or AI-generated images and text, third-party content, or use of the Service in combination with anything Legacy Sync did not provide. This is Legacy Sync's sole obligation, and the Venue's sole remedy, with respect to any third-party intellectual property claim.

The indemnified party will (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defense and settlement (provided that no settlement requiring an admission of liability or affirmative obligation by the indemnified party may be entered without its consent), and (iii) reasonably cooperate at the indemnifying party's expense. The indemnified party may participate in the defense with counsel of its choice at its own expense. If the indemnifying party does not assume the defense within fifteen (15) days after notice, or later abandons it, the indemnified party may defend the claim itself and recover its reasonable defense costs from the indemnifying party.

These Terms remain in effect for the duration of your active subscription. Unless the invoice states otherwise, either party may cancel a month-to-month subscription at any time by written notice, with cancellation effective at the end of the then-current paid billing period. You may cancel by emailing support@rail.menu from the email address associated with your account or on your invoice. Legacy Sync will confirm the cancellation in writing.

Legacy Sync may terminate the Service without cause at any time by written notice. If termination without cause takes effect before the end of a prepaid billing period, Legacy Sync will refund the prorated portion of the recurring subscription fee for the unused period. Legacy Sync may suspend or terminate the Service immediately for an amount more than thirty (30) days past due, unlawful or prohibited use, a material security risk, or conduct that materially harms the Service, other Venues, or third parties.

Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice.

Upon termination, your right to use the Service ends. Fees already paid are not refundable except for a prorated refund expressly required above or where applicable law requires otherwise. Any promotion, customer-specific price, referral credit, or other incentive ends when the subscription ends. A later subscription or reactivation is subject to the prices and fees then in effect. If you request it in writing within thirty (30) days after termination, Legacy Sync will provide an export of your menu item data in a standard format such as CSV. After that period, Legacy Sync may delete Customer Data, subject to backup and record-retention practices. Sections that by their nature should survive termination will survive, including Sections 4 (Customer Data license, on a limited basis for residual stored data), 8 (Fees and Payment, for amounts accrued before termination), 9 (Confidentiality), 10 (Intellectual Property), 11 (Warranties), 12 (Liability), 13 (Indemnification), 15 (Dispute Resolution), 16 (Governing Law), and 17 (General).

Informal resolution. Before initiating any arbitration, the parties will attempt in good faith to resolve any dispute through written notice and at least thirty (30) days of negotiation between the parties' designated representatives.

Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted before a single arbitrator, with the arbitration legally seated in Williamson County, Tennessee. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. The parties agree that all disputes will be resolved on an individual basis. Neither party may bring a claim as a plaintiff or class member in any class, collective, or representative action. The arbitrator has no authority to conduct any form of class or collective arbitration or to award class or collective relief. If the class waiver is found unenforceable as to a particular claim, that claim, and only that claim, will be severed from the arbitration and litigated in a court of competent jurisdiction.

Exceptions. Notwithstanding the foregoing, the informal-resolution period and arbitration requirement do not apply to (a) an individual claim within the jurisdiction of a small claims or general sessions court, (b) an action by Legacy Sync to collect unpaid fees, or (c) a request for injunctive or other equitable relief to protect a party's intellectual property rights or Confidential Information. Those matters may be brought in a court described in Section 16.

These Terms are governed by the laws of the State of Tennessee, without regard to its conflict-of-laws principles. Subject to Section 15, the state courts located in Williamson County, Tennessee and the United States District Court for the Middle District of Tennessee, Nashville Division, have exclusive jurisdiction over any matter not subject to arbitration, and the parties consent to personal jurisdiction and venue in those courts.

Entire agreement. These Terms, together with the accepted invoice, constitute the entire agreement between the parties regarding the Service and supersede prior or contemporaneous communications about the same purchase. A customer-specific current price, billing frequency, or included service stated on the invoice controls over a generalized description in these Terms. These Terms control all other legal terms, including future price changes, delinquency, suspension, termination, and reactivation.

Amendments. Legacy Sync may update these Terms by posting a revised version with a new effective date. Revised Terms apply immediately to new purchases accepted on or after that date. A renewal of an existing subscription, or an existing Customer's purchase of an optional service, is not a new purchase. For an existing subscription, a material change takes effect no earlier than thirty (30) days after written notice. Continued use after that effective date constitutes acceptance.

Publicity. Legacy Sync may identify the Venue by name and logo as a Rail.menu customer and link to the Venue's public menu in Rail.menu marketing. You may opt out at any time by written notice, and Legacy Sync will stop new uses within a reasonable time. Legacy Sync will not publish a testimonial or quote attributed to you without your approval.

Assignment. You may not assign these Terms without our prior written consent. Legacy Sync may assign these Terms without your consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or of the Rail.menu business, and will notify you of the assignment.

Severability. If any provision is held unenforceable, the remaining provisions remain in full force.

No waiver. Failure to enforce any right under these Terms is not a waiver of that right.

Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, power or internet outages, or governmental action. Force majeure does not excuse an obligation to pay fees.

Notices. "Written notice" includes email. Legal notices to Legacy Sync must be sent by email to legal@legacy-sync.com, and cancellation notices may be sent as described in Section 14. Notices to the Venue may be sent to the email associated with your account or the billing email on your invoice. A notice sent by email is effective when sent, unless the sender receives an automated notice that it was not delivered.