Terms of Service

These Terms of Service (the "Terms") govern access to and use of Produce OS, a product of Reserva, Inc. ("Reserva," "Produce OS," "we," "us," or "our"), including our website, cloud-based software platform, communications features, and related services (collectively, the "Services"). By creating an account, clicking "Accept," signing an order form, or using the Services, you agree to these Terms.

1. Parties, Scope, and Order of Precedence

1.1 Parties

These Terms are between Reserva, Inc. and the customer entity or individual accepting these Terms ("Customer," "you," or "your").

1.2 Scope

These Terms apply to access to and use of Produce OS, including:

• the core Produce OS application;
• account access and workspace usage;
• communications and messaging features;
• onboarding, implementation, support, consulting, and training services;
• integrations, workflow configuration, and related professional services; and
• any related add-ons or services agreed between the parties.

1.3 Addenda and precedence

If you and Reserva enter into an order form, statement of work, support agreement, or other written addendum (each, an "Addendum"), that Addendum is incorporated into these Terms by reference. If there is a conflict between these Terms and an Addendum, the Addendum will control for its specific subject matter.

2. Definitions

For purposes of these Terms:

"Addendum" means any additional agreement, order form, statement of work, schedule, or addendum entered into by the parties and incorporated into these Terms.

"Confidential Information" means non-public, proprietary, or confidential information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential based on the nature of the information and the circumstances of disclosure.

"Customer Data" means data, content, records, files, communications, and other information submitted to, stored in, sent through, or processed by the Services on Customer’s behalf.

"Named User" means a specific individual authorised by Customer to access and use the Services.

"Professional Services" means implementation, onboarding, consulting, training, integration, workflow configuration, data migration, customisation, or other labour-based services provided by Reserva.

"Services" means Produce OS, related websites, messaging and communications features, support services, Professional Services, integrations, and related functionality provided by Reserva.

3. Service Description

3.1 Nature of the Services

Produce OS is a cloud-based software platform designed to support produce operators and related commercial teams with workflows such as sales coordination, purchasing, customer follow-up, communication management, inventory visibility, market context, operational execution, and related business processes.

3.2 Service evolution

We may update, improve, change, remove, or add features to the Services from time to time.

3.3 Access model

The Services are made available as hosted, online services. Customer acknowledges that access to Produce OS depends on internet connectivity, third-party infrastructure, and, in some cases, integrated third-party communication or service providers.

4. Accounts, Access, and Customer Responsibilities

Customer is responsible for:

• maintaining the confidentiality of account credentials;
• ensuring that only authorised users access the Services;
• assigning and managing appropriate internal access rights;
• ensuring the accuracy, legality, and appropriateness of Customer Data; and
• using the Services in compliance with applicable law and these Terms.

Customer is responsible for all activity occurring under its accounts, except to the extent caused by Reserva’s own unauthorised actions or breach of these Terms.

5. Communications, Messaging, and Connectivity Features

Produce OS may include features that enable Customer to send, receive, manage, log, or automate communications through channels such as email, SMS, WhatsApp, and other supported communication methods.

Customer acknowledges and agrees that:

• these features may involve third-party carriers, messaging providers, inbox providers, platform operators, or telecommunications services;
• message delivery, routing, formatting, receipt, and availability may depend in part on third-party systems outside Reserva’s control;
• Customer is solely responsible for the content of messages sent through the Services;
• Customer is solely responsible for ensuring it has the legal right to contact recipients and send communications through the channels it uses;
• Customer is solely responsible for obtaining any required consent, opt-in, notice, or authorisation required under privacy, telecommunications, consumer protection, or marketing laws; and
• communications sent through the Services may include customer, supplier, sales, purchase, order, invoicing, payment, shipping, or transaction-related information provided by Customer.

Reserva may store, display, process, and log communications and related metadata as necessary to provide the Services, support workflows, maintain records, improve functionality, troubleshoot issues, and meet legal or compliance obligations.

Reserva is not responsible for delays, blocking, filtering, delivery failures, carrier fees, platform restrictions, or policy enforcement actions caused by third-party communication providers or recipient environments.

6. Customer Data and Privacy

Customer retains ownership of its Customer Data, subject to the rights granted to Reserva to host, use, process, transmit, display, back up, and otherwise handle Customer Data as necessary to provide, secure, support, and improve the Services.

To the extent Reserva processes personal information:

• Reserva acts as a controller for personal information collected for its own business purposes, such as account administration, billing, support, security, compliance, and marketing; and
• Reserva acts as a service provider / processor with respect to personal information contained in Customer Data that is processed on Customer’s behalf through the Services.

Customer is responsible for determining the lawful basis for its processing activities and for providing required notices and obtaining any required consents from its employees, customers, suppliers, vendors, and other contacts.

Use of personal information is also governed by the Produce OS Privacy Policy.

7. Acceptable Use Restrictions

Customer may not, and may not permit any user or third party to:

• use the Services in violation of applicable law or regulation;
• send unlawful, harassing, deceptive, fraudulent, infringing, or abusive communications through the Services;
• use the Services to transmit spam, unsolicited bulk messages, or communications that violate applicable consent rules;
• interfere with or disrupt the integrity, security, or performance of the Services;
• attempt to gain unauthorised access to the Services or related systems;
• reverse engineer, decompile, scrape, copy, or misuse the Services except as expressly permitted by law; or
• use the Services in a way that could damage Reserva, the Services, or third-party providers.

Reserva may suspend or restrict access where reasonably necessary to prevent misuse, security issues, legal exposure, or harm to the Services or third parties.

8. Professional Services

8.1 Engagements and statements of work

Implementation, onboarding, consulting, training, integration, migration, or other Professional Services may be provided under a separate Addendum or statement of work.

8.2 Change requests

Any services requested by Customer that fall outside the agreed scope of an Addendum or statement of work may require a written change request or separate agreement regarding scope, timing, and fees.

8.3 Customer dependencies

Customer will provide timely access to necessary personnel, systems, information, documentation, test environments, and approvals reasonably needed for Reserva to perform Professional Services. Delays or rework caused by Customer dependencies, incomplete information, or third-party systems may affect timing and fees.

8.4 Subcontractors

Reserva may use qualified subcontractors or affiliates to perform Professional Services, provided Reserva remains responsible for the overall delivery of such services under these Terms.

8.5 No guaranteed outcomes

Professional Services are labour-based services. Reserva does not guarantee any specific business, financial, operational, regulatory, or commercial outcome from Professional Services.

8.6 No employment or fiduciary relationship

Professional Services do not create any employment, agency, fiduciary, or management relationship between the parties.

9. Fees and Payment

If Customer purchases paid Services, Customer agrees to pay the fees specified in the applicable order form, invoice, subscription terms, or Addendum.

Unless otherwise agreed:

• fees are due in accordance with the applicable billing terms;
• fees are non-refundable except as required by law or expressly stated in writing;
• Customer is responsible for applicable taxes, duties, or governmental charges, excluding taxes based on Reserva’s net income; and
• late or failed payments may result in suspension or termination of some or all Services.

10. Service Operations: Maintenance, Availability, Backups, and Security

10.1 Maintenance, updates, and changes

Reserva may perform scheduled or unscheduled maintenance, patches, upgrades, bug fixes, security updates, and other changes to the Services, and may modify features or functionality from time to time.

Where reasonably practicable, Reserva may provide advance notice of planned maintenance expected to materially affect availability. Reserva may perform emergency maintenance without prior notice where necessary to address security risks, instability, legal compliance, or protection of the Services or other customers.

10.2 Availability; no SLA unless expressly agreed

Unless an Addendum expressly provides a service-level agreement, the Services are provided without guaranteed uptime, response times, or service credits.

10.3 Backups and disaster recovery

Reserva may maintain routine backups and disaster-recovery practices designed to support business continuity and restoration following certain failures. However:

• backups are maintained for platform recovery and continuity, not as a dedicated archival service;
• restoration may not always be possible or complete to a specific point in time; and
• Customer remains responsible for maintaining its own records, exports, and backups as needed for its legal, regulatory, audit, and business requirements.

10.4 Shared responsibility for security

Reserva maintains administrative, technical, and organisational safeguards for the Services, but Customer is responsible for its own endpoint security, credential handling, user access management, device security, and internal practices relating to Customer Data and account access.

11. Third-Party Services and Integrations

The Services may interoperate with or rely on third-party platforms, carriers, software tools, payment providers, data providers, communications providers, or other external systems.

Reserva does not control and is not responsible for third-party services, including their availability, security practices, pricing, policy changes, or performance. Use of third-party services may also be subject to separate third-party terms and privacy policies.

12. Intellectual Property

Reserva and its licensors retain all rights, title, and interest in and to the Services, including all software, workflows, designs, content, branding, documentation, and underlying technology, except for Customer Data.

Subject to these Terms and any applicable subscription or order terms, Reserva grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services for its internal business purposes during the applicable service term.

13. Confidentiality

Each party may receive Confidential Information from the other party. Each party agrees to use the other party’s Confidential Information only as necessary to perform or receive the Services and to protect it with reasonable care.

Confidential Information does not include information that:

• is or becomes public through no fault of the receiving party;
• was lawfully known by the receiving party without restriction before disclosure;
• is independently developed without use of the disclosing party’s Confidential Information; or
• is lawfully received from a third party without breach of obligation.

14. Disclaimers

Except as expressly stated in a written agreement, the Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Reserva disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

Reserva does not guarantee that the Services will be uninterrupted, error-free, or suitable for every Customer workflow, nor does Reserva guarantee that communications sent through third-party channels will always be delivered, received, or acted upon.

15. Limitation of Liability

To the maximum extent permitted by law, Reserva will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, business opportunity, data, or business interruption, arising out of or relating to the Services or these Terms, even if advised of the possibility of such damages.

To the maximum extent permitted by law, Reserva’s aggregate liability arising out of or relating to the Services or these Terms will not exceed the amounts paid by Customer to Reserva for the Services giving rise to the claim during the twelve (12) months preceding the event giving rise to the claim.

16. Indemnity

Customer agrees to defend, indemnify, and hold harmless Reserva and its affiliates, officers, employees, contractors, and agents from and against claims, liabilities, damages, losses, and expenses arising out of or relating to:

• Customer Data;
• Customer’s use of the Services;
• communications sent by or on behalf of Customer through the Services; or
• Customer’s violation of these Terms or applicable law.

17. Suspension and Termination

Reserva may suspend or terminate access to some or all of the Services if:

• Customer breaches these Terms;
• payment is overdue;
• Customer’s use creates security, legal, operational, or third-party provider risk; or
• suspension is reasonably necessary to prevent misuse, fraud, or harm.

Customer may stop using the Services at any time, subject to any active paid commitments or contract terms.

Upon termination or expiration:

• Customer’s access rights will end;
• Reserva may delete or decommission Customer environments and data in accordance with its retention practices and agreements; and
• Customer remains responsible for exporting any needed data before termination, unless otherwise agreed in writing.

18. Changes to the Services or Terms

Reserva may modify these Terms from time to time. If we make material changes, we will provide reasonable notice by posting updated Terms through the Services, on the website, by email, or through other appropriate means. Continued use of the Services after the effective date of updated Terms constitutes acceptance of the revised Terms.

19. Governing Law and Disputes

19.1 Governing law

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-law principles.

19.2 Venue; jurisdiction

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in New York County, New York, and the parties irrevocably consent to personal jurisdiction and venue in those courts.

20. Contact Information