Terms of Service

These Terms of Service ("Terms") form a binding agreement between Legacy Sync LLC, a Tennessee limited liability company doing business as Rail.menu ("Rail.menu," "we," "us," or "our"), and the restaurant, bar, or other hospitality business that subscribes to the Rail.menu service ("Venue," "Customer," or "you"). By creating a Rail.menu account, accessing the administrative dashboard, deploying a Rail.menu URL, or otherwise using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

Rail.menu provides a hosted, display-only digital menu platform that lets Venues publish a guest-facing beverage menu 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.

Display-only.Rail.menu 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.

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. Subscription terms, billing frequency, and fees are set forth in the order form or other written agreement between you and Rail.menu. If no separate agreement is in place, access is provided on a month-to-month basis at the fees published on our website at the time of subscription.

The Venue is the sole and exclusive source of truth for all menu data displayed through the Service,including without limitation: drink 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 Rail.menu offers convenience features that pre-populate fields (for example, stock-cocktail templates, AI-assisted extraction from a source menu, or default tasting notes), those features are conveniences only. The Venue is responsible for reviewing and verifying every field before publishing and on an ongoing basis. Rail.menu does not independently verify Customer Data.

You grant Rail.menu a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, and process Customer Data solely to provide and improve the Service. You retain all ownership rights in Customer Data.

The Service displays allergen and ingredient information exactly as the Venue provides it. Rail.menu 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.

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.

Rail.menu will use commercially reasonable efforts to make the Service available 99.5% of the time in any given calendar month, excluding scheduled maintenance and events outside our reasonable control. If availability falls below 99.5% in a calendar month and you provide written notice within thirty (30) days of the end of that month, your sole and exclusive remedy is a service credit equal to the pro-rata portion of the monthly fee for the period of unavailability. Service credits are not refundable in cash and expire at the end of the then-current subscription term.

Fees are due in advance per the billing schedule in your order form or the published pricing at the time of subscription. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend or terminate the Service for non-payment after providing reasonable notice. All fees are exclusive of taxes; you are responsible for any sales, use, or similar taxes applicable to your subscription.

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.

Rail.menu, including all 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.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. To the maximum extent permitted by law, Rail.menu 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, Rail.menu 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 Rail.menu 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 Rail.menu has been advised of the possibility of such damages.

LIABILITY CAP.Rail.menu'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 Rail.menu 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) a party's breach of its confidentiality obligations under Section 9, (b) a party's indemnification obligations under Section 13 for third-party intellectual property infringement claims, or (c) damages arising from a party's gross negligence or willful misconduct.

By the Venue.You will defend, indemnify, and hold harmless Rail.menu 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.

By Rail.menu.Rail.menu will defend, indemnify, and hold harmless the Venue from and against any third-party claim alleging that the Service, as provided by Rail.menu and used in accordance with these Terms, infringes a valid United States patent, copyright, or trademark. This is Rail.menu'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.

These Terms remain in effect for the duration of your active subscription. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice. Rail.menu may suspend the Service immediately if you engage in conduct that materially harms the Service, other Venues, or third parties. Upon termination, your right to use the Service ends. Rail.menu will make Customer Data available for export for thirty (30) days after termination, after which we may delete it. Sections that by their nature should survive termination will survive, including Sections 4 (Customer Data license, on a limited basis for residual stored data), 9 (Confidentiality), 11 (Warranties), 12 (Liability), 13 (Indemnification), 15 (Dispute Resolution), and 16 (Governing Law).

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, seated in Nashville, 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.

Equitable relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in court to protect its intellectual property rights or Confidential Information.

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 and federal courts located in Davidson County, Tennessee have exclusive jurisdiction over any matter not subject to arbitration, and the parties consent to personal jurisdiction and venue there.

Entire agreement. These Terms, together with any order form or written agreement referencing them, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous communications.

Amendments. Rail.menu may update these Terms by posting a revised version with a new effective date. Material changes take effect thirty (30) days after posting; continued use of the Service after that date constitutes acceptance.

Assignment. You may not assign these Terms without our prior written consent. Rail.menu may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

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.

Notices. Notices to Rail.menu must be sent to Legacy Sync LLC at the address published on rail.menu. Notices to the Venue may be sent to the email associated with your account.