MASTER SERVICE AGREEMENT

MASTER SERVICE AGREEMENT 

This Master Service Agreement ("MSA") is entered into by and between Uva Group LLC, a limited‑liability company organised and existing under the laws of the Commonwealth of Puerto Rico, doing business as Uva Fleet ("Company", "Uva"), and the entity identified in the Term Sheet ("Merchant"), each a "Party" and together the "Parties".

1. Definitions

Capitalised terms used but not defined in this MSA have the meanings set forth in the Term Sheet, Attachment A – Pricing Schedule, Attachment B – Uva Fleet Delivery Liability and Compensation Policy (the "Liability Policy"), or Schedule A.

• Affiliate means, with respect to a Party, any entity that controls, is controlled by, or is under common control with that Party.

• Applicable Law means any statute, regulation, ordinance, executive order, or industry guideline having the force of law in Puerto Rico or any other jurisdiction where the Services are performed.

• Business Day means any day other than a Saturday, Sunday, or public holiday in Puerto Rico.

• Delivery Request means an electronic request submitted via the Platform for the pickup and delivery of Goods.

• Driver means any independent contractor or subcontractor engaged by Company to perform delivery services.

• Goods means the products or items tendered by Merchant for delivery.

• Initial Term has the meaning given in Section 10.5.

• Platform means Company’s proprietary delivery‑management software, including web dashboard, mobile applications, public APIs, and the Shopify App integration.

• Renewal Term has the meaning given in Section 10.5.

• Security Incident has the meaning given in Section 7.4.
  
  

2. Services
   
   

1. Licence to Platform. Subject to the terms herein, Company grants Merchant and its authorised personnel a limited, non‑exclusive, non‑transferable, revocable licence to access and use the Platform solely to submit Delivery Requests and monitor deliveries.

2. Performance of Delivery Services. Upon receipt of a Delivery Request, Company shall use commercially reasonable efforts to assign a Driver and complete the delivery. Company makes no representation or warranty as to any specific delivery time unless expressly set forth in a separate service‑level addendum executed by both Parties.

3. Subcontracting. Company may subcontract any portion of the Services to Drivers or third‑party logistics providers, provided that Company remains responsible for their acts and omissions in accordance with this MSA.

4. Prohibited Goods. Merchant shall not tender: (i) hazardous materials requiring placarding, (ii) firearms, ammunition, or explosives, (iii) currency, precious metals, or jewellery exceeding US $500 in value, (iv) goods whose possession or transport is illegal under Applicable Law. Company may refuse or return any Prohibited Goods at Merchant’s expense.

5. Suspension for Risk. Company may suspend or modify the Services immediately upon notice if Company reasonably determines that Merchant’s use of the Services (a) violates Applicable Law, (b) poses a security or safety risk, or (c) exposes Company or its Drivers to liability.
   
   

3. Merchant Obligations
   
   

1. Packaging & Labelling. Merchant shall package Goods in a manner adequate to withstand normal transportation hazards and in compliance with food‑safety, pharmaceutical, and labelling regulations.

2. Recipient Data. Merchant shall supply accurate and complete recipient name, address, and contact phone number; Merchant is solely responsible for address accuracy.

3. Customer Service. Merchant shall be the primary point of contact for any end‑customer inquiries relating to the Goods.

4. Payment Method. Merchant shall maintain a valid payment instrument on file at all times and authorises Company to debit such instrument in accordance with Section 4.

5. Compliance. Merchant represents that it holds all licences, permits, and approvals required to sell and distribute the Goods.
   
   

4. Fees; Billing; Taxes
   
   

1. Fees. Merchant shall pay the Fees set forth in the Term Sheet and any applicable Order Form. Company may amend the Pricing Schedule upon fifteen (15) days’ written notice to Merchant, as stated in the Term Sheet.

2. Automatic Debit & Statements. Merchant authorises Company (and its payment processor) to initiate weekly debits for accrued Fees. Company will email a weekly electronic statement summarising all debits; Merchant may download detailed line‑item data via the Platform.

3. Late Payment. Amounts not paid within sixty (60) days of invoice date constitute default; Company may charge interest at one percent (1 %) per month or the maximum lawful rate, whichever is less, plus reasonable collection costs, including attorneys’ fees.

4. Set‑off. Company may set off undisputed amounts owed by Merchant against any refunds or credits due to Merchant. Merchant may not withhold payment of any undisputed Fees.

5. Taxes. Merchant is responsible for all sales, use, value‑added, or similar taxes arising from the Services, except taxes on Company’s income.
   
   

5. Insurance
   
   

1. Merchant Coverage. Merchant shall maintain CGL (including product liability) with limits of at least US $1 million per occurrence, statutory workers’ compensation for its employees, and any other insurance required by Applicable Law.

2. Certificates. Upon request, each Party shall provide certificates evidencing insurance and shall deliver at least thirty (30) days’ prior notice of cancellation or material change. All insurance shall be placed with carriers rated A‑ or higher by AM Best.
   
   

6. Intellectual Property & Branding
   
   

1. Retention of Rights. Each Party retains all right, title, and interest in its trademarks, trade names, service marks, domain names, software, and other intellectual property ("IP"). No IP rights are granted by implication.

2. Brand Usage. Merchant may publicly reference that deliveries are "Powered by Uva Fleet" and may use Company’s marks strictly in accordance with Schedule B. Merchant shall not alter or combine Company’s marks with any other marks without Company’s prior written consent.

3. Feedback Licence. Merchant grants Company a perpetual, irrevocable, royalty‑free licence to use any feedback or suggestions relating to the Platform.
   
   
   

7. Claims; Liability; Indemnification
   
   

1. Cargo Claims Procedure. Merchant’s exclusive remedy for loss, theft, or damage to Goods shall be as set forth in Attachment B – Liability Policy. Claims received after the time period or without adequate documentation specified therein are deemed waived. Company may require inspection, salvage, or return of damaged Goods as a condition of settlement.

2. Indemnities. (a) Merchant Indemnity. Merchant shall defend, indemnify, and hold harmless Company, its Affiliates, and their respective officers, directors, and employees ("Company Indemnitees") from any third‑party claim, demand, action, or proceeding (collectively, "Claims") arising out of or relating to: (i) the Goods (including product liability, food‑borne illness, labelling, allergens, and intellectual property infringement); (ii) Merchant’s breach of this MSA or Applicable Law; or (iii) Merchant’s gross negligence or wilful misconduct. (b) Company Indemnity. Company shall defend, indemnify, and hold harmless Merchant and its Affiliates from Claims by third parties alleging bodily injury, death, or tangible property damage caused solely by Company’s gross negligence or wilful misconduct in performing delivery services. (c) Procedure. The indemnified Party shall provide prompt written notice of the Claim, grant the indemnifying Party sole control of defence and settlement (provided any settlement releases the indemnified Party unconditionally), and cooperate at the indemnifying Party’s expense.

3. Limitation of Liability. Except for (i) unpaid Fees, (ii) liability arising from a Party’s gross negligence or wilful misconduct, or (iii) a Party’s indemnity obligations, each Party’s aggregate liability under this MSA shall not exceed the greater of (a) Fees paid or payable by Merchant during the six (6) months preceding the event giving rise to liability, or (b) US $25,000. For clarity, the limits in this Section 8.3 do not apply to cargo claims governed by Attachment B – Liability Policy. In no event shall either Party be liable for consequential, incidental, special, punitive, or exemplary damages, or lost profits, even if advised of the possibility thereof.
   
   

8. Confidentiality
   
   

1. Definition. "Confidential Information" means any non‑public information disclosed by one Party ("Discloser") to the other ("Recipient") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

2. Obligations. Recipient shall (a) use Confidential Information solely to perform under this MSA, (b) not disclose Confidential Information to any third party except its employees, contractors, and advisors who have a need‑to‑know and are bound by confidentiality obligations at least as protective as this Section, and (c) protect Confidential Information using the same degree of care Recipient uses to protect its own confidential information (but no less than reasonable care).

3. Exclusions. Confidential Information does not include information that (i) becomes publicly available through no fault of Recipient, (ii) is independently developed by Recipient without use of Discloser’s Confidential Information, (iii) is lawfully received from a third party without restriction, or (iv) was already known to Recipient without confidentiality obligation.

4. Compelled Disclosure. Recipient may disclose Confidential Information as required by court order or Applicable Law, provided Recipient gives Discloser prompt written notice (to the extent legally permitted) and cooperates with any effort to seek protective treatment.

5. Return or Destruction. Upon termination of this MSA or upon Discloser’s request, Recipient shall return or destroy all Confidential Information in its possession, except for copies retained in compliance with legal archival requirements.

6. Survival. The obligations of this Section survive for five (5) years after termination of the MSA, and indefinitely for trade secrets.
   
   

9. Suspension, Term, & Termination
   
   

1. Termination for Cause. Either Party may terminate this MSA for material breach by the other Party that remains uncured for ten (10) Business Days following written notice.

2. Termination for Insolvency. Either Party may terminate immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

3. Suspension. Company may suspend Services immediately (a) for Merchant’s non‑payment, (b) to prevent imminent harm, or (c) if Merchant breaches Section 3 or 7. Company will reinstate Services promptly after the underlying cause is resolved.

4. Effect of Termination. Upon termination, (a) all licences granted by Company cease, (b) Merchant shall immediately cease using the Platform, and (c) all outstanding Fees become due and payable. Sections 4 (with respect to accrued but unpaid amounts), 5, 6, 7, 8, 9, 12, and 13 shall survive termination.

5. Term. This MSA commences on the Effective Date and shall continue for an initial term of one (1) year ("Initial Term"). Thereafter, it shall automatically renew for successive one‑year periods (each a "Renewal Term") unless either Party provides thirty (30) days’ written notice of non‑renewal prior to the end of the then‑current term.
   
   

10. Force Majeure
    
    

1. Neither Party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labour disputes, governmental actions, pandemic, or failure of the Internet or power grid ("Force Majeure"). The affected Party shall use commercially reasonable efforts to mitigate the effects and resume performance.
   
   

11. Dispute Resolution & Governing Law
    
    

1. Negotiation. The Parties shall attempt in good faithThe parties shall attempt in good faith to resolve any dispute within fifteen (15) Business Days. 

2. Arbitration. Failing resolution, any controversy arising out of or relating to this MSA shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules by a single arbitrator with expertise in technology and logistics contracts. The seat of arbitration shall be San Juan, Puerto Rico. 

3. Equitable Relief. Nothing in this Section shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information. 

4. Governing Law. This MSA is governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico, excluding its conflicts‑of‑law rules.
   
   

12. Miscellaneous
    
    

1. Assignment. Neither party may assign this MSA or any rights or obligations hereunder without the prior written consent of the other party, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided that the assignee agrees in writing to be bound by this MSA. 

2. Relationship. The parties are independent contractors; nothing herein creates an agency, joint venture, or partnership. 

3. Notices. Notices must be in writing and delivered (a) by email to the address on file in the Platform and (b) by nationally recognised overnight courier to the party’s address in the Term Sheet. Notices are deemed received on the next Business Day after dispatch. 

4. Entire Agreement. This MSA, consisting of the Term Sheet, MSA, and all Schedules and Order Forms, constitutes the entire agreement and supersedes all prior agreements. 

5. Amendment; Waiver. Except as expressly provided, any amendment must be in writing and signed by both parties. No waiver of any breach shall be deemed a waiver of any other breach. 

6. Severability. If any provision is held unenforceable, the remainder shall continue in full force and effect. 

7. Counterparts. This MSA may be executed in any number of counterparts, including electronic equivalents, each of which shall be deemed an original and all of which together constitute one instrument.