This Agreement is between [Foodify LLC, a Texas limited liability company] (“Foodify,” “we,” “us”) and the business identified in the Booking Confirmation (“Client”).
1. Agreement, Order of Precedence and Acceptance
1.1 The Agreement consists of (a) the Booking Confirmation signed or electronically accepted by Client, (b) these Terms, and (c) any invoice issued under the Booking Confirmation. If they conflict, the Booking Confirmation controls, then these Terms, then the invoice.
1.2 Client accepts this Agreement by the earliest of: signing or electronically accepting the Booking Confirmation; paying any invoice that references these Terms; or authorizing Foodify in writing to begin work. Client confirms these Terms were provided before acceptance and that Client had the opportunity to review them and consult counsel.
1.3 The version of these Terms identified in the Booking Confirmation governs that engagement. Later versions apply only if Client agrees in writing.
1.4 The person accepting for Client represents that he or she is authorized to bind Client.
2. Scope and Deliverables
2.1 Foodify must provide only the deliverables itemized in the Booking Confirmation (“Deliverables”). Each Deliverable (each Reel, TikTok, Facebook post, Story frame, photo post, shoot, influencer visit, or rights package) is a separate component.
2.2 Menus, talking points, questionnaires, examples, calls, texts, DMs and emails from Client help Foodify and its creators understand the business. They are not mandatory content requirements, representations, or additional Deliverables unless Foodify expressly agrees in writing that a specific item is required.
2.3 Dissatisfaction with one Deliverable does not cancel remaining Deliverables or create a right to a refund of the package.
3. Fees, Payment and Late Charges
3.1 Payment timing. Unless the Booking Confirmation states otherwise, 100% of each fee is due before the Shoot Day it covers. If a deposit structure is agreed, the deposit is due at booking and the balance is due before publication. Foodify and its creators have no obligation to film, edit, deliver or publish anything while any amount is unpaid.
3.2 Late charges. Amounts not paid when due accrue a late charge of 1.5% per month or the maximum rate permitted by Texas law, whichever is lower, from the due date until paid. If any charge would exceed the lawful maximum, it is automatically reduced to the lawful maximum, and any excess paid is credited to principal or refunded.
3.3 Suspension. If any amount is more than 5 days overdue, Foodify may pause or cancel unperformed Deliverables without liability, and all fees for work already performed remain due.
3.4 Collection costs. Client will pay all reasonable costs of collecting overdue amounts, including collection-agency fees, court costs and reasonable attorneys' fees.
3.5 Payment methods and fees. Accepted methods are listed on the invoice. Where a method carries a processing fee, Client pays it to the extent permitted by law. Payments are made only to the accounts listed on Foodify's invoice; Foodify is not responsible for payments sent elsewhere.
3.6 Taxes. Fees exclude applicable taxes, which Client pays if they apply.
4. Invoice Disputes and Acceptance of Deliverables
4.1 Invoice disputes. Client must notify Foodify in writing (email to the notice address) of any billing dispute within 5 business days after receiving the invoice, identifying the specific line item, amount and reason. Client must pay all undisputed amounts on time. An invoice not disputed in writing within that period is deemed accurate and accepted.
4.2 Acceptance of Deliverables. Each Deliverable is deemed accepted unless, within 3 business days after it is published or delivered, Client notifies Foodify in writing that a Deliverable itemized in the Booking Confirmation was not provided. Disagreement with creative choices, results, or engagement is not grounds for rejection.
4.3 Use, sharing, reposting, or collaborating on any Deliverable is also acceptance of that Deliverable.
5. Creative and Editorial Control
5.1 Except for Deliverables and restrictions expressly agreed in writing, Foodify and its creators have full creative and editorial discretion, including footage selection, editing, sequencing, voiceover, captions, hooks, music, style, length, comments and overall direction.
5.2 Client's suggestions and preferences do not create a right to control the final product.
6. No Pre-Publication Approval
6.1 Client has no right to review, approve, edit, delay or veto content before publication unless the Booking Confirmation expressly includes approval rights.
6.2 Any courtesy preview does not create an approval right for that or any future content.
7. Client Information and Substantiation
7.1 Client is solely responsible for the accuracy of all information it provides about its business, products, menu, ingredients, allergens, pricing, hours, promotions, certifications and claims, and warrants it has a reasonable basis (substantiation) for every factual or performance claim it asks Foodify or its creators to communicate.
7.2 Foodify and its creators may rely on that information without independent verification, and may decline to include any statement they believe is inaccurate, unsupported, unlawful or inappropriate.
7.3 If published content contains an incorrect factual statement, Foodify may correct it by caption edit, pinned comment, on-screen text or another reasonable method. Such a correction is a full cure and does not entitle Client to a refund, reshoot or replacement post. Foodify will not knowingly leave materially deceptive content uncorrected.
8. Revisions and Additional Work
8.1 Revisions, re-edits, remakes, reshoots, additional filming or travel, and replacement posts are not included unless itemized in the Booking Confirmation, and are billed at Foodify's then-current rates.
8.2 Any complimentary revision or remake is a courtesy and is not an admission that the original work was defective.
9. Scheduling, Rescheduling and Cancellation
9.1 Booking reserves a shoot date and creator and publication capacity that Foodify turns away other paying clients to hold. The parties agree that Foodify's actual loss from a late cancellation is difficult to calculate, and that the amounts below are a reasonable forecast of that loss and not a penalty.
| When Client cancels | Amount Foodify keeps or Client owes |
|---|---|
| 7+ days before Shoot Day | 50% of the package fee (booking fee) |
| Less than 7 days before Shoot Day, or no-show | 100% of the package fee |
| After the shoot, or after any publication | 100% of the package fee and any add-ons |
9.2 One reschedule. Client may reschedule the Shoot Day once without charge with at least 48 hours' written notice, to a date within 30 days. Further reschedules or later notice count as a cancellation.
9.3 If Client stops Foodify or its creators from completing any Deliverable (including by instructing them not to publish, revoking permission, or closing the premises), that Deliverable is treated as performed for payment purposes.
9.4 Cancellation by Foodify. If Foodify cancels for reasons other than Client's breach or a Force Majeure Event, it will either reschedule or refund amounts paid for Deliverables not yet performed, which is Client's sole remedy.
10. Publication Timing
10.1 Publication dates are estimates unless the Booking Confirmation states a guaranteed date. Foodify and its creators may adjust timing for production, editorial, platform, technical, safety or scheduling reasons.
11. No Guarantee of Results; Non-Reliance
11.1 Foodify does not guarantee any number of views, impressions, likes, shares, saves, followers, customers, visits, sales, revenue, or any other result. Performance depends on platform algorithms, audiences, and factors outside Foodify's control.
11.2 Non-reliance. Client acknowledges that it is a business entering this Agreement at arm's length, and that it has not relied on any statement, statistic, case study, testimonial, media kit, pitch deck, projection, estimate, calculator, or past result, whether oral or written, that is not expressly set out in this Agreement. Client expressly disclaims reliance on any such statement in deciding to enter this Agreement.
11.3 Past results are not typical and do not predict future results.
12. Advertising Law and Disclosures
12.1 Foodify's creators will disclose their material connection with Client using “Ad,” “Paid Partnership,” platform branded-content tools, or equivalent disclosures as Foodify determines appropriate. Client will not ask Foodify or its creators to conceal, minimize, or remove a disclosure.
12.2 Client will not ask Foodify or its creators to make any claim Client cannot substantiate, including health, nutrition, “best,” “#1,” pricing, or comparative claims. Foodify may refuse any such request without breaching this Agreement.
12.3 If Client reposts, boosts, or uses content, Client is responsible for keeping required disclosures intact and for complying with advertising laws in its own use.
13. Client License to Foodify
13.1 Client grants Foodify and the creators it engages a non-exclusive, worldwide, royalty-free, perpetual license to film, photograph, record, edit, publish and display Client's names, logos, trademarks, signage, premises, food, products, packaging, supplied materials, and the names, images, voices and likenesses of Client personnel who participate in or are presented for the shoot, for the campaign and for keeping published content live on their accounts and portfolios.
13.2 Client is responsible for obtaining consents from its employees, and from any third parties whose materials Client supplies.
13.3 Foodify may keep archival copies for legal, tax, insurance, portfolio and evidentiary purposes.
14. Ownership and Usage Rights
14.1 As between Client on one side and Foodify and its creators on the other, Foodify and its creators own all footage, photos, edits, scripts, voiceovers, captions, graphics and other work product. Nothing is a “work made for hire.”
14.2 Client receives only the usage rights itemized in the Booking Confirmation (e.g., Raw Content, Organic Rights, or Paid Ad Rights). Rights are a non-exclusive, non-transferable license, not a transfer of ownership.
14.3 Rights are conditional on payment. No usage right takes effect until all fees are paid in full. If Client fails to pay, or initiates a chargeback or payment reversal, all usage rights terminate automatically, and Client must stop using and remove the content within 48 hours.
14.4 Paid advertising, boosting, whitelisting, sublicensing, resale, editing into new ads, or use beyond the purchased rights requires Foodify's written permission and an additional fee. Any use beyond the purchased rights will be billed at Foodify's standard rate for those rights, without limiting its other remedies.
14.5 Accepting a collaboration invitation lets content appear on Client's account but transfers no ownership or additional rights.
15. Platform and Third-Party Risk
15.1 Foodify is not responsible for platform outages, algorithm changes, muted audio, moderation, account restrictions, content removal, or other third-party actions. Foodify does not guarantee any content will remain available for any period unless the Booking Confirmation says so.
16. Premises, Filming and Food Safety
16.1 Client authorizes filming on its premises and confirms it has any landlord, venue, or mall permission needed.
16.2 Client is solely responsible for the safety of its premises and for the preparation, handling, ingredients, allergens and safety of all food and beverages served to Foodify, its creators and crew, and the public.
16.3 Client will not require Foodify, its creators or crew to perform any unsafe activity.
17. Music and Third-Party Content
17.1 Foodify's creators use audio licensed for commercial or branded use where required, or platform-provided audio. Platforms may mute, restrict, or remove audio; that is not a breach.
17.2 Client warrants that any music, images, logos, or materials it supplies or requires do not infringe anyone's rights.
18. Content Removal and Client Conduct
18.1 Foodify and its creators may decline to publish, or remove, any content if Client becomes the subject of a health-code violation, food-safety incident, lawsuit, public controversy, or conduct that Foodify reasonably believes could harm its reputation or audience. All fees remain payable.
18.2 Client may request removal of published content in writing. Foodify will make reasonable efforts to have it removed within 5 business days. Removal requested by Client does not entitle Client to a refund.
19. Complaints and Opportunity to Cure
19.1 Before pursuing any remedy, Client must give Foodify written notice describing the claimed problem in reasonable detail and 15 days to investigate and cure. Foodify decides the reasonable method of cure, which may include a caption correction, pinned comment, or completion of an outstanding Deliverable, and need not include new content.
20. Chargebacks and Payment Disputes
20.1 Client agrees not to initiate a chargeback, payment reversal, or payment-platform dispute without first giving written notice under §4 or §19 and allowing the cure period to expire.
20.2 A chargeback or reversal made without following this process, or for Deliverables that were performed, is a material breach. Client will then owe the full disputed amount, any chargeback or reversal fees, the late charges in §3.2, and all costs and reasonable attorneys' fees to recover them, and all usage rights terminate under §14.3.
20.3 Client authorizes Foodify to share this Agreement, the Booking Confirmation, communications, shoot records, publication links, screenshots, and analytics with any payment processor, bank, card network or tribunal reviewing a dispute.
20.4 Nothing here waives a right that cannot be waived under applicable law or payment-network rules.
21. Disclaimer of Warranties
21.1 EXCEPT FOR PROVIDING THE DELIVERABLES ITEMIZED IN THE BOOKING CONFIRMATION, THE SERVICES AND CONTENT ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOODIFY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF RESULTS.
22. Limitation of Liability
22.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOODIFY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ON ANY THEORY, WILL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT FOR THE CAMPAIGN GIVING RISE TO THE CLAIM.
22.2 FOODIFY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED THEY WERE POSSIBLE.
22.3 These limits apply except where the law does not allow them.
23. Client Indemnification
23.1 Client will defend, indemnify and hold harmless Foodify, its creators, and its owners, members, employees and contractors from all claims, losses, damages, fines, penalties and costs (including reasonable attorneys' fees) arising from: (a) information, claims, or materials Client supplied or required; (b) Client's products, food, beverages, allergens, or premises, including any illness or injury; (c) Client's use of content beyond its licensed rights or without required disclosures; (d) Client's breach of this Agreement or of law; and (e) claims by Client's employees, patrons, landlords, or business partners relating to the campaign; except to the extent caused by Foodify's own unlawful conduct.
24. Independent Contractor
24.1 Foodify is an independent contractor. Nothing creates a partnership, joint venture, employment or agency relationship. Foodify and its creators may work with other restaurants, including Client's competitors.
25. Confidentiality
25.1 Client will keep Foodify's pricing, proposals, rates, and analytics confidential and will not share them except with its own advisors. This does not limit honest reviews or legally protected statements.
26. Force Majeure
26.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, including illness, severe weather, natural disaster, power or internet failure, platform outages, government action, or emergencies (“Force Majeure Event”). Affected Deliverables will be rescheduled. This does not excuse Client's payment obligations.
27. Reviews and Public Statements
27.1 Nothing in this Agreement prohibits either party from making truthful statements, giving honest reviews, reporting legitimate concerns, or exercising legal rights. Neither party will knowingly publish false statements about the other.
28. Governing Law, Venue, Fees and Jury Waiver
28.1 Texas law governs this Agreement, without regard to conflict-of-law rules.
28.2 Any dispute must be brought exclusively in the state courts located in [Collin / Dallas] County, Texas, including justice court for claims within its jurisdiction. Each party consents to that venue and personal jurisdiction.
28.3 Attorneys' fees. In any action arising out of this Agreement, the prevailing party may recover its reasonable attorneys' fees and costs.
28.4 JURY WAIVER. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.
29. Notices
29.1 Notices must be in writing and sent by email: to Foodify at contact@foodifyapp.com, and to Client at the email in the Booking Confirmation. Instagram DMs and texts are not formal notice.
30. General
30.1 Entire agreement. This Agreement is the parties' entire agreement on its subject and supersedes all prior discussions, pitches and proposals.
30.2 Amendments. No added Deliverable, approval right, revision right, refund right, deadline, or other change binds Foodify unless it is in a writing signed or expressly accepted by email by Foodify. A Client request alone does not modify this Agreement.
30.3 Assignment. Client may not assign this Agreement without Foodify's written consent. Foodify may assign it to an affiliated entity.
30.4 Survival. Sections 3, 4, 7, 9, 11, 13, 14, and 20 to 30 survive termination or completion.
30.5 Severability; waiver. If any provision is unenforceable, it is enforced to the maximum extent allowed and the rest remains in effect. Not enforcing a provision once is not a waiver.
30.6 Electronic signatures. Electronic signatures and email acceptance are binding. The Agreement may be signed in counterparts.