Terms of Service

Please read these Terms of Service carefully before using the website located at new-zupas.click or any related services offered by Zupas. By accessing or using our website and services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and all applicable laws and regulations. If you do not agree with any part of these terms, you must not use our website or services.

1. Acceptance of Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "Customer," "you," or "your") and Zupas ("Company," "we," "us," or "our"), governing your access to and use of the website new-zupas.click (the "Website") and all related content, features, functionality, products, and services offered therein (collectively, the "Services").

By visiting the Website, placing an order, creating an account, or otherwise engaging with our Services, you represent and warrant that:

• You are at least eighteen (18) years of age, or the legal age of majority in your jurisdiction;
• You have the legal capacity and authority to enter into binding contracts;
• You are not prohibited from using the Services under any applicable law or regulation;
• All information you provide to us is accurate, current, and complete; and
• You will comply with all terms and conditions set forth in this Agreement.

If you are using the Services on behalf of a business, organization, or other legal entity, you represent that you have the authority to bind that entity to these Terms, and by doing so, the term "you" shall refer to both you individually and that entity.

Your continued use of the Website or Services following any modification to these Terms constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically for updates.

2. Description of Services

Zupas is a food service business dedicated to providing high-quality, fresh, and nutritious meals to our customers. Operating through our website at new-zupas.click, we offer a comprehensive range of services, which may include but are not limited to:

2.1 Online Food Ordering

Our Website allows customers to browse our menu, customize food and beverage selections, place online orders for pickup or delivery, and complete transactions through our secure payment processing systems. Menu items, pricing, and availability are subject to change without prior notice.

2.2 Menu and Nutritional Information

We provide menu descriptions, ingredient lists, and nutritional information on the Website to the best of our knowledge and ability. However, we cannot guarantee the absolute accuracy of this information at all times, particularly with respect to allergens and nutritional content, as recipes and suppliers may change. Customers with food allergies, dietary restrictions, or specific health concerns are strongly encouraged to contact us directly before placing an order.

2.3 Delivery and Pickup Services

We may offer delivery and curbside or in-store pickup options depending on your location, time of order, and current operational capacity. Estimated delivery and pickup times are provided as approximations only and are not guaranteed. Factors including weather conditions, traffic, high demand periods, and third-party delivery partner availability may affect actual service times.

2.4 Catering and Group Orders

Zupas may offer catering and large-group order services for corporate events, private gatherings, and other occasions. Catering orders are subject to additional terms, minimum order requirements, and advance notice requirements, which will be communicated at the time of inquiry or order placement.

2.5 Loyalty Programs and Promotions

From time to time, we may offer loyalty reward programs, discount codes, promotional offers, and special deals. These programs and promotions are governed by their own specific terms and conditions, which will be made available at the time of the offer. We reserve the right to modify, suspend, or terminate any loyalty program or promotion at any time.

2.6 Customer Account Services

Users may create an account on our Website to manage orders, save preferences, view order history, and access member-exclusive offers. You are responsible for maintaining the security of your account credentials and for all activities that occur under your account.

3. User Obligations and Prohibited Activities

3.1 User Obligations

As a condition of using our Services, you agree to:

• Provide accurate, current, and complete information when placing orders, creating accounts, or communicating with us;
• Promptly update any information you have provided to keep it accurate and current;
• Use the Services only for lawful purposes and in accordance with these Terms;
• Pay all charges, fees, and taxes associated with your orders and transactions;
• Notify us immediately of any unauthorized access to your account or any breach of security;
• Comply with all applicable local, state, and federal laws and regulations in connection with your use of the Services; and
• Treat our staff, agents, and other users with courtesy and respect.

3.2 Prohibited Activities

You agree that you will not, under any circumstances:

• Use the Website or Services for any fraudulent, illegal, or unauthorized purpose;
• Attempt to gain unauthorized access to any portion of the Website, other user accounts, or computer systems or networks connected to the Website;
• Interfere with or disrupt the integrity or performance of the Website, servers, or networks;
• Use automated bots, scrapers, crawlers, or other automated tools to access, collect data from, or interact with the Website without our prior written consent;
• Submit false, misleading, or fraudulent orders, reviews, or information;
• Impersonate any person or entity or falsely claim an affiliation with any person or organization;
• Transmit any viruses, malware, ransomware, or other harmful or destructive code;
• Use the Services to send unsolicited commercial communications (spam);
• Engage in any conduct that restricts or inhibits any other person from using or enjoying the Services;
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services without our express written authorization;
• Engage in any form of harassment, hate speech, or discriminatory conduct in connection with the Services; or
• Attempt to reverse engineer, decompile, or disassemble any software or technology underlying the Website.

We reserve the right, in our sole discretion, to investigate and take appropriate legal action against anyone who violates this provision, including removing the offending content, suspending or terminating the user's account, and reporting the conduct to law enforcement authorities.

4. Intellectual Property Rights

4.1 Our Intellectual Property

The Website and all of its content, features, and functionality — including but not limited to text, graphics, logos, images, photographs, audio clips, video clips, digital downloads, data compilations, software, and the compilation and arrangement thereof — are the exclusive property of Zupas or its licensors and are protected by United States and international intellectual property laws, including copyright, trademark, patent, trade secret, and other proprietary rights laws.

The Zupas name, logo, brand identity, and all related names, logos, product and service names, designs, and slogans are registered or unregistered trademarks of Zupas. You may not use any of these marks without our prior written permission. Any unauthorized use may constitute trademark infringement and unfair competition under applicable law.

4.2 Limited License

Subject to your full compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Website and Services solely for your personal, non-commercial use, including to view menu information, place food orders, and manage your account. This license does not include the right to:

• Modify or create derivative works based on the Website or its content;
• Use the content for any commercial purpose or public display;
• Collect or harvest any personally identifiable information from the Website;
• Use any data mining, robots, or similar data gathering or extraction tools; or
• Download any portion of the Website except as provided for by normal browser caching functions.

4.3 User-Submitted Content

If you submit, post, or otherwise provide any content to us — including reviews, comments, suggestions, feedback, photographs, or other materials ("User Content") — you grant Zupas a worldwide, perpetual, irrevocable, royalty-free, fully paid, non-exclusive, sublicensable, and transferable license to use, reproduce, modify, publish, translate, distribute, perform, display, and otherwise exploit such User Content in any medium and for any purpose, including commercial purposes, without compensation to you.

You represent and warrant that you own or have the necessary rights to the User Content you submit, that such content does not violate any third-party rights, and that the content is not defamatory, obscene, fraudulent, or otherwise unlawful.

5. Payment Terms

5.1 Pricing and Payment

All prices displayed on the Website are in United States Dollars (USD) and are subject to change without prior notice. Applicable taxes, delivery fees, service charges, and any applicable gratuity will be added to the total at checkout. You agree to pay all charges associated with your order at the time of purchase.

5.2 Accepted Payment Methods

We accept major credit cards, debit cards, and other payment methods as indicated on the Website at the time of checkout. By providing payment information, you represent and warrant that you are authorized to use the designated payment method and authorize us to charge the applicable fees to that payment method.

5.3 Order Confirmation

An order confirmation does not constitute our acceptance of your order. We reserve the right to cancel or refuse any order for any reason, including but not limited to product unavailability, errors in pricing or product description, or suspected fraudulent activity. In the event of a cancellation, we will notify you and issue a full refund if payment was collected.

5.4 Refunds and Cancellations

Our refund and cancellation policy is incorporated herein by reference. In general, once an order has been prepared and dispatched for delivery or made available for pickup, it may not be cancelled. If you receive an incorrect or unsatisfactory order, please contact us as soon as possible at [email protected] so we can address the issue in accordance with our customer satisfaction commitments.

5.5 Chargebacks and Disputes

If you initiate a chargeback or payment dispute with your financial institution without first contacting us in good faith to resolve the issue, we reserve the right to suspend your account, refuse future orders, and take any other action permitted under applicable law. Unauthorized chargebacks may be referred to collection agencies and may result in legal action.

6. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ZUPAS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH:

• Your access to or use of, or inability to access or use, the Website or Services;
• Any conduct or content of any third party on the Website or in connection with the Services;
• Any content obtained from the Website or Services;
• Unauthorized access, use, or alteration of your transmissions or content;
• Any food allergies, adverse reactions, or health issues arising from consumption of our products; or
• Any delay or failure in delivery of food products.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE USE OF THE SERVICES EXCEED THE GREATER OF: (A) ONE HUNDRED UNITED STATES DOLLARS ($100.00), OR (B) THE AMOUNT YOU PAID TO US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. Disclaimers

7.1 As-Is Basis

THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ZUPAS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

7.2 No Warranty of Accuracy

We do not warrant that the Website will be uninterrupted, error-free, or free of viruses or other harmful components. We do not warrant the accuracy, completeness, or currency of any content on the Website, including menu information, nutritional data, pricing, and product availability. We make no warranty that the Services will meet your requirements or expectations.

7.3 Food Allergies and Dietary Restrictions

While we make reasonable efforts to provide accurate allergen and dietary information, Zupas cannot guarantee that our products are free from any particular allergen. Our food is prepared in facilities that may handle common allergens including but not limited to gluten, dairy, eggs, nuts, soy, shellfish, and fish. Customers with severe food allergies or dietary restrictions assume all risks associated with consuming our products. We strongly recommend that individuals with known food allergies consult with our staff directly before ordering.

7.4 Third-Party Services

Our Website may contain links to third-party websites, services, or platforms (including third-party delivery partners). These links are provided for your convenience only. We have no control over the content or practices of these third-party sites and assume no responsibility for them. The inclusion of any link does not imply our endorsement of the linked site. We encourage you to review the terms and privacy policies of any third-party sites you visit.

8. Indemnification

You agree to defend, indemnify, and hold harmless Zupas, its affiliates, officers, directors, employees, contractors, agents, licensors, service providers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms or any applicable law or regulation;
• Your use of the Website or Services, including any data or content you transmit or receive;
• Your User Content or any content you submit, post, or transmit through the Website;
• Your violation of any rights of a third party, including intellectual property rights, privacy rights, or property rights;
• Any dispute between you and another user or third party; or
• Your willful misconduct, negligence, or fraud.

We reserve the right, at our expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You agree not to settle any such matter without our prior written consent.

9. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the United States of America and the laws of the applicable state in which Zupas operates, without giving effect to any choice or conflict of law provisions.

You agree that any legal action or proceeding arising out of or relating to these Terms or your use of the Services shall be instituted exclusively in the federal or state courts of competent jurisdiction within the United States. You hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action or proceeding.

These Terms are subject to applicable federal consumer protection laws, including the Federal Trade Commission Act (15 U.S.C. § 41 et seq.) and any other applicable federal or state statutes. Nothing in these Terms shall limit or waive any rights you may have under applicable mandatory consumer protection laws.

If you are a California resident, you may also have additional rights under the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA). Please refer to our Privacy Policy for more information regarding your rights under California law.

10. Dispute Resolution

10.1 Informal Resolution

Before initiating any formal dispute resolution process, you agree to first contact Zupas at [email protected] and provide a written description of the dispute, your name, contact information, and the remedy you are seeking. We will attempt to resolve your concern informally within thirty (30) days of receipt. If we are unable to resolve the dispute informally within that timeframe, either party may proceed with formal dispute resolution as described below.

10.2 Binding Arbitration

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL BE RESOLVED THROUGH BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS CONSUMER ARBITRATION RULES, WHICH ARE AVAILABLE AT www.adr.org. THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH, AND THE ARBITRATOR'S DECISION SHALL BE FINAL AND BINDING UPON THE PARTIES.

The arbitrator shall have authority to award any remedy that would be available in a court of law, subject to the limitations set forth in these Terms. The arbitrator's award shall be in writing and shall include the essential findings and conclusions on which the award is based. Judgment on the award may be entered in any court of competent jurisdiction.

10.3 Class Action Waiver

YOU AND ZUPAS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

10.4 Exceptions to Arbitration

Notwithstanding the arbitration agreement above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights, confidential information, or other proprietary rights. Either party may also bring claims in small claims court if the dispute qualifies under that court's jurisdiction.

11. Term and Termination

11.1 Duration

These Terms are effective as of the date you first access or use the Website or Services and shall remain in full force and effect for as long as you continue to use the Website or Services, or until terminated in accordance with the provisions of this section.

11.2 Termination by You

You may terminate your account and discontinue use of the Services at any time by contacting us at [email protected] with a written request to close your account. Termination of your account does not relieve you of any obligations incurred prior to termination, including payment of any outstanding amounts owed.

11.3 Termination by Zupas

We reserve the right, in our sole discretion, to suspend or terminate your account and access to the Services at any time, with or without notice, for any reason, including but not limited to:

• Violation of these Terms or any of our policies;
• Conduct that is harmful, fraudulent, abusive, or disruptive;
• Request by law enforcement or other government authorities;
• Extended periods of inactivity; or
• Discontinuation of the Website or Services.

11.4 Effect of Termination

Upon termination, your right to use the Website and Services will immediately cease. All provisions of these Terms that by their nature should survive termination — including ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability — shall survive any termination of these Terms.

12. Changes to Terms

We reserve the right to modify, amend, or update these Terms at any time at our sole discretion. When we make material changes to these Terms, we will provide notice by one or more of the following methods:

• Posting the revised Terms on this page with an updated "Last Updated" date;
• Sending an email notification to the address associated with your account; or
• Displaying a prominent notice on the Website.

Your continued use of the Website or Services after the effective date of any revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must immediately discontinue your use of the Website and Services and, if applicable, close your account.

We encourage you to review these Terms periodically to stay informed of any updates. The "Last Updated" date at the top of this page indicates when the Terms were most recently revised.

13. Severability

If any provision of these Terms is held by a court of competent jurisdiction or an arbitrator to be invalid, illegal, unenforceable, or void under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed from these Terms. The remaining provisions of these Terms shall continue in full force and effect and shall not be affected or impaired by the invalidity, illegality, or unenforceability of any severed provision.

The invalidity of any provision in a particular jurisdiction shall not affect the validity or enforceability of that provision in any other jurisdiction, and the remaining provisions shall continue to bind the parties to the fullest extent permitted by applicable law.

14. Additional Legal Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies or agreements expressly incorporated herein by reference, constitute the entire agreement between you and Zupas with respect to your use of the Website and Services, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the subject matter hereof.

14.2 Waiver

No failure or delay by Zupas in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. A waiver of any breach or default under these Terms shall not constitute a waiver of any subsequent breach or default.

14.3 Assignment

You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms, in whole or in part, at any time without notice to you, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

14.4 Force Majeure

Zupas shall not be liable for any failure or delay in performance of its obligations under these Terms to the extent such failure or delay is caused by events beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics or public health emergencies, acts of terrorism, war, labor disputes, government actions, supply chain disruptions, power outages, or internet service interruptions.

14.5 Headings

The section headings used in these Terms are for convenience of reference only and shall not affect the interpretation or construction of these Terms.

14.6 Electronic Communications

By using the Services, you consent to receiving electronic communications from us, including emails, push notifications, and in-app messages. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

15. Contact Information

If you have any questions, concerns, or complaints regarding these Terms of Service, or if you wish to request additional information, please contact us using the details provided below. Our team is committed to addressing your inquiries in a timely and professional manner.