Terms and Conditions

These Terms and Conditions ("Terms") are entered into as of the last signature date set forth below ("Effective Date") by and between Uva Group LLC ("us," "we," or "Company") and the party listed below ("you" or "your"). These Terms set forth the conditions of your participation on our proprietary Uva Group LLC mobile platform. You agree to make your products ("Products") available via our Uva Group LLC platform ("Uva Platform"), and we will showcase your Products on our various social media channels.

1. TERM AND TERMINATION These Terms shall commence on the Effective Date and, unless earlier terminated as provided below, shall continue for a period of one (1) year from the Effective Date (“Initial Term”) and shall automatically renew for successive one (1) year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Sections 4, 6, 7, 8, and 11 shall survive the termination of these Terms.
2. SERVICES We offer the following services to facilitate the sale and delivery of your Products:
1. Delivery Service Our Delivery Service connects you with delivery partners ("Delivery Partners") for expedited provision of Products to your customers. The Delivery Partners operate as independent contractors and may refuse to accept any item at their sole discretion. You are responsible for ensuring that all Products meet the necessary quality standards and safety regulations.
2. Takeout Service Our Takeout Service allows customers to place orders for your Products via the Uva Platform for pick-up at your location. This service streamlines the ordering process and provides customers with an efficient way to obtain your Products.
3. Uva Prime Uva Prime is a premium service where customers can subscribe for enhanced benefits, such as free delivery or exclusive offers on your Products. Participation in Uva Prime may involve different service fees as outlined in the Term Sheet.
4. On-Premise Service Our On-Premise Service allows you to accept and manage takeout and delivery orders directly at your location. This service is designed for in-person order management and facilitates on-premise operations through integration with our platform.
5. Order Direct Service Our Order Direct Service provides you with a standalone website to accept takeout and delivery orders online. This service allows you to manage orders directly through your own branded site, integrated with our platform for seamless operation.
3. PRODUCTS & SAFETY STANDARDS You will determine all quality, portion, size, ingredient, or other criteria that apply to the Products ("Criteria"). You are solely responsible for ensuring that your Products meet such Criteria. If any Products are inconsistent with the Criteria, take longer than 50 minutes to be ready for takeout, or are canceled by your customer due to unreasonable preparation time ("Substandard Product”), we may remove these Substandard Products from sale via the Uva Platform. Costs of all Substandard Products, including refunds and retrieval costs, are your responsibility.
4. DEVICES If we give you a tablet or other mobile device and accessories ("Device") to use in connection with the Uva Platform, you agree that Device(s) may only be used for the Uva Platform, and Device(s) may not be transferred, loaned, sold, or otherwise provided in any manner to any third party. In the event that the provided Device is stolen, lost, or damaged, you agree to pay a $150 replacement fee. You hereby authorize Uva to debit this fee from the account on record. This fee must be paid before a replacement Device is issued. Device(s) will at all times remain our property, and upon expiration or termination of these Terms, or your extended absence from the Uva Platform for longer than forty-five (45) days, you will return all Device(s) to us within ten (10) days. If you receive a wireless data plan with your Device, you will reimburse us for the costs associated with the wireless data plan of each applicable Device. You agree that we may deduct the data plan reimbursement as well as any damages to the Device or replacement of Device from the Product Revenue.
5. GENERAL You are responsible for determining and setting the retail price ("Retail Price") for each Product to be made available via the Uva Platform, but you agree that you will not set a Retail Price higher than the amount you are charging for similar products in your business or through any comparable technology platform for food delivery or logistics services. You are the "retailer" or "seller" of all Products for sales tax purposes. In compliance with the laws of Puerto Rico, we, acting in the capacity of a 'Facilitador de Mercado,' will be the responsible party for collection and remittance of applicable sales tax.  The Retail Price for each Product will not include sales tax, but you are solely responsible for determining all applicable sales tax and identifying and informing us of the appropriate sales tax amount for us to charge on your behalf for Products sold via the Uva Platform. We are each responsible for our own expenses and costs. In consideration for use of the Uva Platform, we will charge a Service Fee for each Product provided via the Uva Platform ("Service Fee"). The Service Fee is net of any taxes that you are liable for. The Service Fee is the Retail Price of all Products sold by you via the Uva Platform (excluding any sales tax collected on your behalf) multiplied by the applicable Service Fee. We will remit to you the total Retail Price collected for all Products sold by you via the Uva Platform, less the retained Service Fee and any refunds given to your customers (such remitted amount, the "Product Revenue"). Remittance will be made within 15 days of Products being sold through ACH payments to your account.

   All fees under this Agreement shall be paid in U.S. Dollars.

6. INTELLECTUAL PROPERTY Each party hereby grants to the other party a perpetual, non-transferable, royalty-free right and license to use such party’s respective Marks for marketing and promotional purposes via any means now known or hereinafter developed. You own all right, title, interest, and copyright in and to the restaurant content, subject to the license granted to us herein. For purposes of these Terms, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans, and other identifying symbols and indicia of the applicable party. All uses of a party’s Marks by the other party will be in the form and format specified or approved (by email is sufficient) by the owner of such Marks.
7. CONFIDENTIALITY You will maintain the confidentiality of all non-public information that you acquire during the Term, including, without limitation, all customer information, as well as the Terms and Conditions (the "Confidential Information"). You will not directly market to or solicit any consumer or company obtained through or via the Uva Platform for the purpose of soliciting that customer to order directly from you or through a third party.
8. REPRESENTATIONS, WARRANTIES, AND INDEMNITY You represent and warrant that: (i) you have the authority to enter into these Terms, and doing so won't violate any other agreement to which you are a party; (ii) you will comply with all laws, rules, and regulations relating to the preparation and sale of food and drink (including alcohol), as well as any other laws applicable to your business; and (iii) you will remit to the applicable taxing authority all legally-required taxes and will file all required tax returns and forms. You will indemnify and hold us (including our directors, employees, officers, agents, and affiliates) harmless from any and all claims, actions, proceedings, and damages arising out of your activities (including any third-party transactions or financing arrangement) or any breach or alleged breach of these representations and warranties. The services are provided on an "as is" and "as available" basis, and we shall not be liable to you for damages resulting from the failure of the Uva Platform and/or Delivery Partners.
9. TRAFFIC CHANNEL MANAGEMENT For the purpose of these Terms, a "Traffic Channel" is defined as any digital platform, search engine, social media platform, or similar service that generates online traffic, including but not limited to Google and Meta. You hereby grant us the right to claim and manage your business profiles on Traffic Channels, such as Google and Meta, to include takeout links, delivery links, menu details, and other relevant information. You agree that Uva shall be your preferred partner for managing your presence on these Traffic Channels, as well as any other Traffic Channels that Uva may decide to include in the future.
10. AMENDMENTS We may amend these Terms from time to time. Amendments will be effective upon our sending of such updated Terms via email to you. Your continued access or use of the Uva Platform after such notices confirms your consent to be bound by the Terms, as amended. If we change these Terms after the date you first agreed to them (or to any subsequent changes), you may reject any such change by providing us written notice of such rejection within thirty (30) days of the date such change became effective. This written notice must be provided by email from the email address associated with your Uva Platform account to: laura@pideuva.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms.
11. DISPUTE RESOLUTION AND GOVERNING LAW Both parties agree that all claims or disputes arising out of these Terms shall be decided by an arbitrator through arbitration and not by a judge or jury ("Arbitration Agreement"). This Arbitration Agreement is governed by the Federal Arbitration Act ("FAA") and evidences a transaction involving commerce. The arbitration will be conducted before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association (“AAA"), which are available at www.adr.org. The arbitrator's fees and the costs will be shared equally by the parties unless prohibited by law. Parties are responsible for their own attorneys' fees. The arbitration proceeding shall take place in Puerto Rico unless otherwise agreed. A court of competent jurisdiction shall have the authority to enter judgment on the arbitrator's decision/award. The parties agree to bring any claim or dispute in arbitration on an individual basis only, and not as a class or collective action, and there will be no right or authority for any claim or dispute to be brought, heard, or arbitrated as a class or collective action ("Class Action Waiver"). Regardless of anything herein and/or the applicable AAA Rules, the interpretation, applicability, or enforceability of the Class Action Waiver may only be determined by a court and not an arbitrator. The following claims are excluded from this Arbitration Agreement: (1) claims in small claims court; (2) claims to enforce or to prevent the actual or threatened violation of a party's intellectual property rights; (3) claims for temporary relief in connection with an arbitrable controversy; and (4) claims that are non-arbitrable per the applicable federal statute. With the exception of the Arbitration Agreement, which is governed by the FAA, these Terms shall be governed by Puerto Rico law. These Terms constitute the entire agreement between the parties and supersede any prior understanding (written or oral) on the subject matter hereof. These Terms can only be modified in writing signed by both parties. In the event that any portion of these Terms is held to be unenforceable, the remainder of the provisions shall remain in full force and effect. In the event of a breach, in addition to any remedies at law or in equity, the non-breaching party shall be entitled to obtain specific performance and immediate injunctive relief. Failure by either party to require performance or claim breach will not be construed as a waiver. You may not assign these Terms without our prior written consent, and if permission is secured, the assignor will provide us with advance written notice so that payment can be directed appropriately. These Terms shall be binding on the parties' permitted heirs, successors, and assigns. This provision, as well as the ownership, warranties, indemnity, arbitration,  and confidentiality provisions, shall survive any expiration or termination of these Terms.