Terms and Conditions

Effective Date: July 1, 2025

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User" or "you") and Reserva Food Systems, Inc. ("Reserva," "we," "us," or "our"), a Delaware corporation, governing your access to and use of our website, applications, products, and services (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms.

1. Eligibility

You must be at least 18 years of age and legally capable of entering into binding contracts to use the Services. By using the Services, you represent and warrant that you meet these requirements.

2. Use of Services

You agree to use the Services only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Services for any fraudulent, unlawful, or harmful purpose.

• Interfere with the security, integrity, or availability of the Services.

• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services without express written permission.

3. Account Registration and Security

You may be required to register for an account. You agree to provide accurate, complete, and updated information. You are responsible for maintaining the confidentiality of your login credentials and are liable for all activities conducted through your account.

4. Intellectual Property

All content and materials provided via the Services, including but not limited to software, text, graphics, logos, and designs, are the property of Reserva or its licensors and are protected by U.S. and international intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to access and use the Services for your internal business use.

5. Payment and Billing

If any portion of the Services requires payment, you agree to pay all applicable fees as outlined in the order form or pricing plan. Payments must be made in U.S. dollars. We reserve the right to change our fees and pricing at any time with reasonable notice.

6. Third-Party Services

The Services may include links to or integrations with third-party services. Reserva is not responsible for the content, policies, or practices of any third parties. Your use of third-party services is at your own risk.

7. Data Security

We implement commercially reasonable safeguards to protect your data. However, no security measures are 100% effective, and we cannot guarantee absolute security.

8. Termination

Reserva may suspend or terminate your access to the Services at our sole discretion, with or without notice, for any reason, including but not limited to violation of these Terms.

9. Disclaimers

The Services are provided "as is" and "as available." Reserva disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee the availability, accuracy, or reliability of the Services.

10. Limitation of Liability

To the maximum extent permitted by law, Reserva and its affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits or revenues, arising out of or related to your use of the Services.

11. Indemnification

You agree to indemnify, defend, and hold harmless Reserva, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with your use of the Services or violation of these Terms.

12. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the courts located in Delaware.

13. Changes to Terms

We reserve the right to update or modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website or through other reasonable means. Your continued use of the Services after such changes constitutes your acceptance of the revised Terms.