Terms of Service
These Terms are a binding agreement. Section 4 describes the authorization you give and the responsibilities you take on when you connect a distributor account. Sections 13 through 17 limit First Bite's liability and require individual arbitration of disputes.
- This agreement
- Eligibility and accounts
- The Service
- Distributor connections and your authorization
- Insights, estimates and alerts
- Cash back and supplier offers
- Your data
- Acceptable use
- Suppliers
- Fees
- Third-party services
- Intellectual property and feedback
- Disclaimers
- Limitation of liability
- Indemnification
- Term, suspension and termination
- Governing law and disputes
- General terms
- Contact
1. This agreement
These Terms of Service (the "Terms") are a contract between First Bite, Inc. ("First Bite", "we", "us"), a Delaware corporation based in Redwood City, California, and the business you represent ("you"). They govern your use of pantry.ai, the Pantry web application, any Pantry browser extension, and the related services we provide (together, the "Service"). Pantry is a First Bite product.
By creating an account, connecting a distributor, redeeming an offer or otherwise using the Service, you accept these Terms and our Privacy Policy. If you do not agree, do not use the Service.
If you use the Service as a supplier or manufacturer, the Pantry Supplier Terms also apply to you, and they control if they conflict with these Terms on a supplier matter.
2. Eligibility and accounts
The Service is offered to restaurants, other foodservice operators, and food and beverage suppliers for business use only. It is not offered to consumers.
You represent that you are at least 18 years old, that you are using the Service on behalf of a business, and that you have authority to bind that business to these Terms. If you are an employee or manager acting for an owner or a franchisee acting under a franchise agreement, you represent that you have whatever internal approval you need.
You are responsible for your account, for keeping your password confidential, for the people you add to your account, and for everything that happens under it. Tell us right away at support@firstbite.io if you think your account has been used without permission.
3. The Service
Pantry helps a restaurant see what it buys and what it pays, find lower-cost options available from the restaurant's own distributor, follow price changes, and earn cash back from suppliers on products it already buys. Pantry does this by reading the restaurant's own purchase records and comparing them with distributor catalog information and supplier offers.
Pantry is read-only. The Service does not place, change or cancel orders, does not change your account settings with any distributor, and does not act as a buyer, seller, broker or distributor of food. Ordering stays with you and your distributor.
We may change the Service, add or remove features, and change which distributors and connection methods are supported. Where practical we will give notice of changes that materially reduce what the Service does, but we are not obligated to maintain any feature, distributor or connection method.
4. Distributor connections and your authorization
This section describes what happens when you connect a distributor account and the responsibilities you take on when you do. Please read it carefully.
4.1 You direct the retrieval
A distributor connection is an instruction from you. When you connect a distributor account, you are directing Pantry to retrieve your business's own purchase records from that account, which may include invoices, credit memos, order history, order guides, delivery records, item numbers, quantities, and the prices you pay ("Purchase Records"), and to keep them current until you disconnect. You choose which accounts to connect. You start each connection. You may pause or end any connection at any time in Settings.
4.2 Your authorization and appointment
You grant First Bite permission and authority to act on your behalf, as your agent and limited attorney-in-fact, to access your distributor accounts and to retrieve, receive, store and use your Purchase Records for the purpose of providing the Service to you. You agree that when the Service retrieves your Purchase Records, it does so at your direction, with your login, on your behalf and for your benefit, and that you are the party accessing your account. You authorize each of your distributors to release your Purchase Records to First Bite, and you agree to sign any form a distributor requires to document that authorization, such as a letter of participation or data release, if we ask you to.
4.3 Your representations
Each time you connect or keep a distributor account connected, you represent and warrant that:
- the account belongs to your business and you are the account holder or a user the account holder has authorized;
- you are permitted, under your agreements with the distributor and applicable law, to access your own Purchase Records and to share them with a service provider acting for you;
- if you operate under a franchise, license, management or buying-group agreement, you have any permission that agreement requires;
- you are not connecting an account that belongs to another business or person, and you are not sharing another person's login;
- you have read the terms of use that govern the distributor account you are connecting, and you have determined that connecting it is consistent with them, or you have obtained the distributor's permission; and
- the information you give us to set up the connection is accurate.
First Bite relies on these representations and does not independently verify your authority over any distributor account or your compliance with any distributor agreement. If any representation stops being true, you will disconnect the affected account immediately and tell us.
4.4 Your agreements with your distributors are yours
Your relationship with each distributor, including any customer agreement, credit terms, portal or website terms of use, and pricing agreement, is between you and that distributor. First Bite is not a party to those agreements and does not accept their terms. You are solely responsible for complying with them. If a distributor's terms restrict how you may access or share your own purchase data, that is a matter between you and the distributor, and you agree that you will resolve it with the distributor and not connect, or will disconnect, that account until you have. You will not use the Service in a way that you know or should know breaches an agreement you have with a distributor.
4.5 How connections run
- Connections use your own login. Where the connection method runs in your browser, every request to the distributor comes from your device and your session.
- You complete any security step your distributor presents, such as a verification code, a CAPTCHA or a password reset. The Service will not complete them for you.
- The Service identifies itself as Pantry when it makes a request that it originates, and it retrieves only your Purchase Records. It does not collect data outside your account and does not browse the distributor's site for any other purpose.
- The Service does not place, change or cancel orders and does not change settings in your distributor account.
4.6 Pausing and stopping connections
You may disconnect any distributor at any time. We may pause or end a connection method, for one distributor or for all, if a distributor asks us to, if we believe the method presents a legal, security or operational risk, or if we believe your account is being misused. Where practical we will tell you and describe another way to keep your Purchase Records current, such as forwarding invoice emails or uploading invoice files. A pause or termination of a connection method is not a breach of these Terms and does not entitle you to any remedy or refund.
If a distributor, franchisor, buying group or other third party contacts you about your use of Pantry or the connection of your account, you will tell us promptly at support@firstbite.io, cooperate with us in responding, and stop using any connection method we ask you to stop using.
4.7 Release
To the fullest extent permitted by law, you release First Bite and each distributor whose account you connect, together with their affiliates, officers, employees and agents, from all claims, demands, losses and liability of any kind arising from the release of your Purchase Records to First Bite at your direction, from the accuracy or completeness of Purchase Records as provided by a distributor, or from your participation in the Service. If you are a California resident you waive California Civil Code section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
5. Insights, estimates and alerts
The Service shows you estimates of what you could save, comparisons between products, price-change alerts and other insights. These are calculated from your Purchase Records, catalog information that distributors publish, public market data and assumptions we make about volume and mix. They are information, not advice, and not a promise that a price, product or saving will be available to you.
Distributor prices change, vary by account and location, and may not match what a catalog shows. Before you change an order, check the price, availability, pack size and specification with your distributor. You are responsible for your purchasing decisions, including any change in supplier, product or specification you make after seeing something in Pantry. First Bite is not responsible for the quality, safety, labeling or performance of any product, which remain the responsibility of the manufacturer and distributor.
6. Cash back and supplier offers
Suppliers fund offers on Pantry that pay you cash back when you buy their products. Each offer has its own terms, including eligible products, pack sizes, distributors, dates, volume requirements and payout rates, which are set by the supplier and shown in the Service. The supplier's terms are part of the offer, and an offer may be changed or withdrawn by the supplier for future purchases at any time.
To redeem an offer, the eligible purchase must appear in your Purchase Records or in proof of purchase you submit. We may ask for invoices or other records, verify purchases with the supplier or distributor, and delay or decline payment on purchases we cannot verify, that fall outside the offer's terms, or that appear to be duplicated, altered or fraudulent. Wrong pack sizes, samples and purchases made before you connected or before the offer started are not eligible unless the offer says so.
Cash back is paid to the business that made the purchase, by the method you choose in Settings, on the schedule shown in the Service, and only after the supplier has funded the offer. First Bite pays cash back from funds the supplier provides and is not responsible for a supplier's failure or delay in funding an offer. We may require tax information, such as a Form W-9, before paying and may report payments as the law requires. You are responsible for any taxes on cash back you receive. If you have a rebate, allowance or exclusivity arrangement with a supplier, distributor, buying group or franchisor, you are responsible for making sure your participation in an offer is consistent with it. We may recover any amount paid in error or on a purchase later credited or returned.
7. Your data
You own your Purchase Records and the other information you provide or we retrieve for you ("Your Data"). You grant First Bite a worldwide, non-exclusive, royalty-free license to host, copy, process, analyze, display and transmit Your Data to provide, secure and improve the Service, to verify and pay cash back, to share with suppliers as described in the Privacy Policy when you redeem their offers, and as you otherwise direct.
You also agree that we may create and use aggregated and de-identified data derived from Your Data, which does not identify you, your business or your account, for any lawful purpose during and after the term, including market insights and reporting to suppliers. We will not disclose your item-level prices to another restaurant.
You are responsible for having the rights you need to give us Your Data, including any information about your employees or other people that you upload.
8. Acceptable use
You agree not to:
- connect an account you are not authorized to use, or share your Pantry account with anyone outside your business;
- use the Service to access, collect or monitor data other than your own Purchase Records, or attempt to use it to view another business's information;
- submit false, altered or duplicate proof of purchase, or otherwise try to obtain cash back you are not entitled to;
- reverse engineer, scrape, copy, resell or build a competing product from the Service or its data;
- interfere with the Service, probe its security, or use it to send spam or malware;
- use the Service in a way that violates law, including antitrust law, or the rights of others; or
- remove or obscure any notice, or use the Pantry or First Bite names or marks without permission.
9. Suppliers
Suppliers and manufacturers that list offers, promote products or receive reporting through Pantry do so under the Pantry Supplier Terms, which they accept separately. Suppliers are responsible for the accuracy of their offers and product information and for funding cash back they have agreed to pay. First Bite is not a party to a sale between a supplier, a distributor and an operator.
10. Fees
Operator use of Pantry is currently free for the period shown when you sign up. We may introduce paid plans or features. If we do, we will tell you the price and terms before you are charged, and you may choose not to continue. Suppliers pay fees under the Supplier Terms. Cash back is funded by suppliers, and First Bite may keep a portion of the amounts suppliers fund as its fee, as disclosed in the offer or the Service.
11. Third-party services
The Service works with third parties, including distributor ordering portals, scheduling tools, payment processors and hosting and analytics providers. We do not control them, and your use of them is subject to their terms. First Bite is not responsible for the availability, accuracy or conduct of any third-party service, including a distributor's decision to change its portal, its data, or the access it allows its customers.
12. Intellectual property and feedback
First Bite and its licensors own the Service, including its software, design, matching methods, catalog data compilations, and the Pantry and First Bite names and marks. Distributor and supplier names and marks belong to their owners and are used only to identify them. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable right to use the Service for your business's internal purposes.
If you send us ideas or suggestions, we may use them without obligation to you.
Information about the Service that is not public, including pricing, offer terms, product plans and the results of any pilot, is First Bite confidential information. You will not disclose it outside your business without our written consent.
13. Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, FIRST BITE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. FIRST BITE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY ESTIMATE, PRICE, PRODUCT OR SAVING WILL BE ACCURATE OR AVAILABLE, THAT ANY DISTRIBUTOR WILL CONTINUE TO PERMIT A CONNECTION, OR THAT YOUR USE OF THE SERVICE COMPLIES WITH YOUR AGREEMENTS WITH ANY DISTRIBUTOR, SUPPLIER, FRANCHISOR OR BUYING GROUP. YOU ARE RESPONSIBLE FOR THAT DETERMINATION.
14. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, FIRST BITE AND ITS AFFILIATES, OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, OR FOR ANY LOSS ARISING FROM A DISTRIBUTOR'S OR SUPPLIER'S ACTION, INCLUDING SUSPENSION OR TERMINATION OF YOUR DISTRIBUTOR ACCOUNT, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY. FIRST BITE'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF THE FEES YOU PAID FIRST BITE FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE OR ONE HUNDRED DOLLARS ($100). THESE LIMITS APPLY TO THE FULLEST EXTENT THE LAW ALLOWS AND DO NOT LIMIT LIABILITY THAT CANNOT BE LIMITED BY LAW.
15. Indemnification
You will defend, indemnify and hold harmless First Bite and its affiliates, officers, directors, employees and agents from and against all claims, demands, suits, losses, liabilities, damages, penalties, costs and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your use of the Service; (b) Your Data; (c) your connection of any distributor account, including any claim by a distributor, franchisor, buying group or other third party that the connection or the retrieval of your Purchase Records at your direction breached an agreement, term of use, policy or law that applies to you; (d) your breach of these Terms, including the representations in section 4.3; (e) your purchasing decisions; or (f) your redemption of any offer. We may take over the defense of any claim at our expense, and you will cooperate. You will not settle a claim that imposes an obligation on First Bite without our written consent.
16. Term, suspension and termination
These Terms apply from the time you first use the Service until your account is closed. You may close your account at any time in Settings or by emailing us. We may suspend or end your access, or any connection, at any time if we believe you have breached these Terms, if a distributor or supplier makes a credible complaint, if required by law, or if we stop offering the Service, and where practical we will tell you when we do. We are not liable to you or any third party for a suspension or termination made under this section.
When your account closes, connections end, stored credentials are deleted, and Your Data is handled as described in the Privacy Policy. Cash back earned and verified before closure will be paid according to section 6. Sections 4.3, 4.4, 4.7 and 7 and sections 12 through 18 survive termination.
17. Governing law and disputes
Governing law. These Terms are governed by the laws of the State of California, without regard to its conflict of law rules, and by the Federal Arbitration Act.
Informal resolution first. Before starting arbitration, you and First Bite agree to try to resolve any dispute informally by written notice to the other, followed by at least 30 days of good-faith discussion.
Arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be settled by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules before a single arbitrator. The arbitration will take place in San Mateo County, California, or by video if the parties agree. The arbitrator may award the same relief a court could award to the individual party, and judgment on the award may be entered in any court with jurisdiction. Either party may instead bring an individual claim in small claims court, and either party may seek an injunction or other equitable relief in court to protect its intellectual property or confidential information, or to stop unauthorized access to the Service.
No class actions. You and First Bite agree that disputes will be resolved only on an individual basis, and not as a plaintiff or class member in any class, consolidated or representative proceeding. If this class waiver is found unenforceable for a particular claim, that claim will proceed in court under the venue clause below and not in arbitration.
Opt-out. You may opt out of arbitration by emailing support@firstbite.io within 30 days after you first accept these Terms, stating your business name and that you opt out. Opting out does not affect any other part of these Terms.
Time limit on claims. To the extent permitted by law, any claim arising out of or relating to these Terms or the Service must be brought within one year after it arises, or it is permanently barred.
Venue. For any dispute not subject to arbitration, you and First Bite consent to the exclusive jurisdiction of the state and federal courts located in San Mateo County, California.
18. General terms
Changes. We may update these Terms. We will post the new version here with a new effective date and, for material changes, make reasonable efforts to tell you by email or in the Service. Continued use after the effective date means you accept the new Terms.
Notices. We may give notice by email to the address on your account or by posting in the Service. Notices to First Bite go to support@firstbite.io or to First Bite, Inc., Attn: Legal, Redwood City, California.
Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or a successor to the Service.
Entire agreement. These Terms, the Privacy Policy, any offer terms and, for suppliers, the Supplier Terms are the entire agreement between you and First Bite about the Service and replace any earlier agreement on the subject.
Severability and waiver. If any part of these Terms is found unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it.
Force majeure. Neither party is liable for delay or failure caused by events outside its reasonable control, including a distributor's change to its systems or access policies.
No third-party beneficiaries. Except for the distributors released in section 4.7 and the persons indemnified in section 15, there are no third-party beneficiaries of these Terms.
No agency beyond section 4. Except for the limited authorization in section 4.2, nothing in these Terms creates a partnership, joint venture, employment or agency relationship between you and First Bite.
Export and government use. The Service is offered in the United States. You will comply with applicable export laws.
19. Contact
First Bite, Inc.
Attn: Legal
Redwood City, California
support@firstbite.io