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OtterOrder Merchant Terms of Service

Last Updated: October 19, 2025

1) Introduction

Welcome to OtterOrder, a commerce platform that enables customers to order food, beverages, services, and merchandise from participating businesses (the “Platform”). The Platform is owned and operated by OtterOrder, LLC, a Wyoming limited liability company (“OtterOrder,” “we,” “our,” or “us”).

These Merchant Terms of Service (the “Agreement”) govern your use of the Platform as a Merchant. By creating an account or otherwise accessing the Platform, you agree to be bound by: (a) this Agreement; (b) the Platform Terms of Use; and (c) our Privacy Policy (collectively, the “Terms”). We may amend this Agreement by posting an updated version. Your continued use of the Platform constitutes acceptance of the updated Terms. Contact: support@otterorder.com

2) Definitions

  • Account – The Merchant profile registered to access and use the Platform.
  • Customer – An individual placing an Order via the Platform.
  • Fees – All charges payable by Merchant for using the Platform (e.g., subscription, service, messaging/SMS, and other pass-through costs).
  • Merchant – Any business or individual using the Platform to sell goods or services.
  • Order – A purchase transaction placed through the Platform.
  • Payroc – OtterOrder’s authorized payment processor.
  • Services – All features and functionality provided by OtterOrder, including ordering, payment facilitation, reporting, integrations, and support.
  • Supplemental Terms – Additional product- or promotion-specific terms incorporated into this Agreement.
  • Term – The period beginning on the Commencement Date and continuing until terminated in accordance with this Agreement.

3) License

Subject to this Agreement and timely payment of all Fees, OtterOrder grants Merchant a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for Merchant’s internal business purposes to list, market, sell, and manage Orders. No rights are granted except as expressly set out herein. All rights not expressly granted are reserved by OtterOrder.

4) Term; Termination; Effect of Termination

4.1 Term. This Agreement starts on the date you create your Account (the “Commencement Date”) and continues until terminated.

4.2 Termination for Convenience. Either party may terminate at any time for convenience by written notice (email sufficient).

4.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party:

  • materially breaches this Agreement and fails to cure within 10 days of notice;
  • engages in fraud, illegal conduct, or activity that, in the terminating party’s reasonable opinion, could cause material harm to the Platform, Customers, or the party’s reputation; or
  • becomes insolvent, ceases business, or is otherwise unable to meet its obligations.

4.4 Suspension. We may suspend or restrict Platform access immediately for suspected fraud, security risk, non-payment, or violation of the Terms.

4.5 Effect of Termination. Upon termination: (a) all outstanding Fees become immediately due; (b) your license ends and you must cease all Platform use; (c) we may disable Account access; and (d) data will be handled per Section 14 (Data; Retention). Termination does not relieve either party of obligations that, by their nature, survive.

5) Merchant Obligations

You agree to:

  • provide accurate, current business information (e.g., legal name, EIN, banking details, pricing, taxes, surcharges/fees where permitted) and keep it updated;
  • comply with all applicable laws and industry rules (e.g., consumer protection, pricing transparency, tax collection/remittance, health & safety, alcohol/age restrictions where applicable, ADA/Accessibility, PCI DSS where applicable to your systems, marketing/SMS laws, and any required licenses/permits);
  • configure and manage your menus/listings, pricing, taxes, fees, availability, prep/lead times, and fulfillment policies;
  • deliver Orders promptly and in accordance with your published policies and applicable law;
  • maintain the confidentiality of your credentials and restrict access to authorized personnel; and
  • refrain from making any misleading claims about OtterOrder or the Platform.

You are solely responsible for your interactions with Customers, including product/service quality, safety, labeling, and regulatory compliance.

6) Acceptable Use; Platform Restrictions

You will not (and will not permit others to): (a) copy, modify, adapt, translate, or create derivative works of the Platform; (b) reverse engineer, decompile, or attempt to extract source code except as allowed by law; (c) circumvent or disable security features; (d) access the Platform via bots, scrapers, or other automated means without written consent; (e) introduce malware or harmful code; (f) use the Platform to store or transmit infringing, unlawful, or harmful content; or (g) interfere with Platform integrity or performance.

We may suspend access immediately for violations of this Section.

7) Content; Marks; IP Ownership

As between the parties, OtterOrder and its licensors own all rights, title, and interest in and to the Platform, including software, designs, interfaces, documentation, and OtterOrder trademarks. Except for the limited license in Section 3, no rights are granted to Merchant.

Merchant retains ownership of Merchant content (e.g., menus, logos, photos) and grants OtterOrder a non-exclusive, worldwide, royalty-free license to host, display, and use such content to provide the Services and to promote the Platform and Merchant’s listings.

8) Payment Processing (Payroc); Payouts; Reserves

8.1 Exclusive Processor. All payments made through the Platform are exclusively processed by Payroc. Merchant agrees to Payroc’s applicable terms, conditions, and privacy policy. OtterOrder is not a bank, money transmitter, or payment processor.

8.2 Underwriting; KYC/AML. Payroc (and/or its banking partners) may require Merchant onboarding, identity verification, and risk underwriting (including beneficial ownership information). Merchant will promptly provide all requested information. Failure to complete or maintain verification may result in delays, holds, reserves, suspension, or termination.

8.3 Payouts. Subject to Payroc approval, successful transactions will be settled by Payroc to Merchant’s designated bank account less applicable Fees, chargebacks, refunds, and other authorized offsets. Payout timing is determined by Payroc and may vary based on risk, holidays, or network delays.

8.4 Holds; Reserves; Rolling Reserves. Payroc or OtterOrder may (in their reasonable discretion) place transaction holds or reserves (including rolling reserves) where risk is indicated (e.g., elevated chargebacks, suspected fraud, spikes in volume, regulatory risk, or incomplete KYC).

8.5 Prohibited Conduct. Merchant will not split transactions, accept stolen/unauthorized cards, or process out-of-scope transactions through Payroc. Merchant will not circumvent Platform payment flows for Orders originating on the Platform.

8.6 Responsibility for Settlement. Payroc controls settlement and may debit Merchant’s bank account for adjustments, refunds, chargebacks, or fees. Merchant authorizes such debits.

9) Fees; Pass-Through Costs; Changes

9.1 Subscription & Platform Fees. Merchant will pay the subscription and/or platform Fees associated with the selected plan (as presented in writing or on our site). Fees are typically billed in advance and are non-refundable unless otherwise required by law or expressly stated.

9.2 Pass-Through Costs. Certain third-party costs (e.g., SMS, email notifications, delivery integrations, address verification, surcharge tools, or other metered services) may be charged to Merchant at OtterOrder’s then-current pass-through rates.

9.3 Fee Changes. We may update Fees prospectively with notice. Continued use after the effective date constitutes acceptance. Fee changes do not apply retroactively.

9.4 Late/Failed Payments. If payment cannot be collected when due, we may suspend access until amounts are paid and may charge reasonable late fees/interest as allowed by law.

10) Refunds, Reversals, and Chargebacks

10.1 Merchant-Managed Refunds. Merchant is responsible for issuing refunds/adjustments per Merchant policies and applicable law. Platform/Subscription Fees and pass-through costs are not refundable.

10.2 Chargebacks. For any chargeback or disputed transaction, Merchant will cooperate with Payroc/OtterOrder to provide evidence. Merchant is liable for: (a) the chargeback amount; (b) chargeback fees assessed by Payroc or networks; and (c) any related fines, penalties, or assessments.

10.3 Dispute Ratios. Excessive dispute ratios may result in reserves, delayed payouts, fee adjustments, network monitoring, or suspension/termination.

11) Remittance; Offsets

Subject to Payroc settlement, amounts due to Merchant from Customer Payments will be remitted net of: (a) Fees; (b) chargebacks/refunds; (c) pass-through costs; and (d) any other amounts Merchant owes under this Agreement. If settlement amounts are insufficient, Merchant authorizes Payroc or OtterOrder to debit Merchant’s linked bank account for the balance due.

12) Third-Party Delivery & Integrations

Merchant may optionally use third-party delivery providers or integrations (e.g., POS, accounting, loyalty). OtterOrder does not control or guarantee these providers and is not liable for delays, failures, errors, or losses arising from their services. Merchant is responsible for provider selection, configuration, and compliance with applicable terms and laws.

13) Compliance; Restricted or Regulated Items

Merchant is solely responsible for compliance with all laws and network rules governing its offerings, including any restricted or regulated categories (e.g., alcohol and age-restricted products; supplements; ticketed events; or any items requiring special licenses/permits). OtterOrder or Payroc may prohibit or limit categories deemed high-risk or non-compliant. We may request removal of listings or suspend payments/orders for suspected violations.

14) Data; Security; Retention

14.1 Customer Data. Merchant will use Customer personal data only as permitted by law and the Terms (including the Privacy Policy). Where Merchant collects or imports Customer data into external systems, Merchant assumes all compliance obligations (e.g., CAN-SPAM, TCPA, CTIA, state privacy laws).

14.2 Payments & PCI. Payroc handles payment credentials on its own systems. Merchant agrees to maintain any required PCI DSS compliance for Merchant-controlled environments (e.g., if using your own POS or storing card data outside of Payroc, which is discouraged).

14.3 Security. Merchant will implement reasonable security measures to protect credentials and data within Merchant’s control. Notify us promptly of any suspected unauthorized access related to the Platform.

14.4 Retention & Deletion. We may retain transaction and Account records as required for compliance, fraud prevention, audits, and legitimate business purposes. Upon termination, we may delete or archive Merchant content pursuant to our retention schedules and legal requirements.

15) Confidentiality

Each party will use the other party’s Confidential Information only for purposes of this Agreement and will not disclose it except to employees/agents with a need to know who are bound by confidentiality obligations at least as protective as those herein. This Section does not restrict disclosures required by law or court order (with prompt notice where permitted).

16) Warranties; Disclaimers

THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, OTTERORDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND NON-INTERRUPTION/ERROR-FREE OPERATION. MERCHANT’S USE IS AT MERCHANT’S SOLE RISK.

17) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) OTTERORDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, REVENUE, GOODWILL, OR DATA), EVEN IF ADVISED OF THE POSSIBILITY; AND (B) OTTERORDER’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY MERCHANT TO OTTERORDER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Nothing in this Agreement limits liability for willful misconduct or amounts that cannot be limited under applicable law.

18) Unclaimed Property; Inactive Accounts

If funds are payable to Merchant but we are unable to contact you or deliver payment, we may be required by unclaimed property laws to escheat the funds to the applicable U.S. state after statutory dormancy periods. We will make reasonable efforts to contact you using the information on file before remitting as required by law. Keep your contact and banking information current.

19) Exclusivity (Optional)

Unless otherwise agreed in writing, Orders initiated on the Platform must be transacted through the Platform and processed by Payroc. You agree not to steer such Orders to alternate processors or collect payment offline for the purpose of avoiding Platform or processing Fees.

20) Publicity; Branding

We may use Merchant’s name, logo, and marks to identify Merchant as a Platform user in marketing materials and on our website. You may not use OtterOrder’s name or marks without our prior written consent.

21) Notices

We will deliver notices to the email associated with your Account. You will send notices to support@otterorder.com. Notices are deemed given when sent (with reasonable evidence of transmission) or when posted within the Platform (for general updates).

22) Governing Law; Venue

This Agreement is governed by the laws of the State of Wyoming, USA, without regard to conflict-of-law rules. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Wyoming.

23) Assignment

You may not assign, delegate, or transfer this Agreement, in whole or in part, without OtterOrder’s prior written consent. OtterOrder may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of assets.

24) Force Majeure

Neither party will be liable for delay or failure to perform due to events beyond that party’s reasonable control (e.g., acts of God, labor disputes, internet or telecom failures, cyberattacks, governmental actions), provided the affected party uses reasonable efforts to mitigate.

25) Entire Agreement; Order of Precedence; Severability; Waiver

This Agreement, together with the Platform Terms of Use, Privacy Policy, and any Supplemental Terms, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings. In case of conflict, Supplemental Terms (specific feature/promo) control, then this Agreement, then the Platform Terms of Use, then the Privacy Policy. If any provision is found unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver.


26) Updates to this Agreement

We may modify this Agreement from time to time. We will post the updated version with a revised “Last Updated” date. Your continued use after the effective date constitutes acceptance.

 Exhibit A – Illustrative Fees & Pass-Throughs (non-exhaustive)

  • Subscription & Platform Fees: per plan selection (e.g., monthly SaaS fees).
  • Payment Processing: Per-transaction pricing via Payroc (rates vary by card type/network; cross-border; risk).
  • Messaging: SMS/MMS/email sends, if used.
  • Delivery Integrations: If Merchant uses third-party delivery solutions.
  • Address/Tax/Other APIs: If used within Merchant’s configuration.
  • Chargeback Fees: As assessed by Payroc or card networks.
  • Rolling Reserves/Holds: As determined by Payroc/OtterOrder based on risk.

Important: Nothing herein is legal, tax, or compliance advice. Consult your counsel regarding your specific products, jurisdictions, and marketing/communications practices.