Terms of Service

Effective Date: June 12, 2026  |  Last Updated: June 12, 2026

1. Acceptance of Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding contract between you ("User," "Customer," "you," or "your") and Zupas ("Company," "we," "us," or "our"), governing your access to and use of the website located at zupas-food.click (the "Website"), as well as all related services, online ordering systems, mobile applications, and food products offered by Zupas (collectively, the "Services").

By accessing our Website, creating an account, placing a food order, subscribing to any promotional communications, or otherwise interacting with our Services, you affirm that:

• You are at least 18 years of age, or at least 13 years of age with verifiable parental or legal guardian consent;
• You have the legal capacity and authority to enter into this Agreement;
• You have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference;
• You will comply with all applicable local, state, federal, and international laws and regulations when using our Services.

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

2. Description of Services

Zupas operates as a food service business offering customers a variety of food and beverage products, including but not limited to soups, salads, sandwiches, and other culinary offerings. Our Services include, without limitation:

• Online Ordering: Customers may browse our menu, customize food selections, and place orders for pickup, delivery, or catering through our Website.
• Catering Services: Zupas may provide catering packages and group meal services for events, corporate functions, and special occasions, subject to availability and applicable pricing.
• Account Creation and Management: Users may create a personal account to manage orders, save preferences, and access loyalty programs or promotional offers.
• Loyalty and Rewards Programs: Zupas may, at its sole discretion, offer loyalty points, rewards, or discount programs to registered users, subject to separate program terms.
• Customer Communications: With your consent, we may send you promotional emails, SMS messages, or push notifications regarding new menu items, special promotions, and company updates.
• Third-Party Delivery Integration: Zupas may integrate with third-party delivery platforms. Use of such platforms is governed by the third party's terms of service, and Zupas assumes no liability for third-party service failures.

Zupas reserves the right, at any time and at its sole discretion, to modify, suspend, discontinue, or restrict any aspect of the Services, including menu items, pricing, service availability, or operational hours, without prior notice or liability to you.

3. User Accounts and Registration

Certain features of our Services may require you to register for an account. When creating an account with Zupas, you agree to:

• Provide accurate, current, and complete registration information, including your full name, valid email address, phone number, and any other required information;
• Maintain and promptly update your account information to keep it accurate and current;
• Keep your login credentials, including your password, confidential and secure;
• Accept full responsibility for all activities that occur under your account, whether or not authorized by you;
• Notify Zupas immediately at [email protected] upon discovering any unauthorized access to or use of your account.

Zupas reserves the right to suspend, disable, or permanently terminate any user account that violates these Terms, engages in fraudulent activity, or otherwise poses a risk to the Company or other users. You may not create multiple accounts for the same individual, share accounts with others, or use another person's account without authorization.

4. User Obligations and Prohibited Activities

By using our Website and Services, you agree to use them solely for lawful purposes and in a manner consistent with all applicable laws and these Terms. You are strictly prohibited from engaging in the following activities:

4.1 General Prohibited Conduct

• Using the Services for any fraudulent, deceptive, or misleading purpose;
• Placing orders with no intent to pay, using stolen payment credentials, or engaging in chargeback fraud;
• Providing false, inaccurate, or misleading information during registration, ordering, or any other interaction with Zupas;
• Impersonating any person, entity, or Zupas employee, or misrepresenting your affiliation with any person or organization;
• Engaging in harassment, abuse, threats, or discriminatory conduct toward Zupas staff, delivery personnel, or other users.

4.2 Technical Prohibited Activities

• Attempting to gain unauthorized access to any part of the Website, server systems, databases, or networks connected to the Services;
• Using automated tools such as bots, scrapers, spiders, or data mining software to collect information from the Website without prior written consent;
• Uploading or transmitting viruses, malware, ransomware, or any other malicious code that could damage, disrupt, or impair the Website or Services;
• Circumventing, disabling, or otherwise interfering with security-related features of the Website;
• Attempting to reverse engineer, decompile, disassemble, or otherwise derive the source code of the Website or any related software.

4.3 Content-Related Prohibitions

• Posting, submitting, or transmitting any content that is defamatory, obscene, offensive, hateful, or violates the rights of any third party;
• Submitting false or malicious reviews, ratings, or feedback intended to harm Zupas's reputation or mislead other users;
• Using the Website to advertise, solicit, or promote any third-party products or services without written authorization from Zupas.

Violation of any of the above prohibitions may result in immediate account termination, legal action, and/or referral to appropriate law enforcement authorities. Zupas cooperates fully with law enforcement agencies in investigating any suspected violations of applicable laws.

5. Ordering, Payment Terms, and Pricing

5.1 Order Placement and Acceptance

When you place an order through our Website, you are submitting an offer to purchase food products or services. Zupas reserves the right to accept or decline any order at its sole discretion. An order is not confirmed until you receive an official order confirmation from Zupas. We reserve the right to cancel any order at any time due to unavailability, pricing errors, or suspected fraudulent activity.

5.2 Pricing and Taxes

All prices displayed on the Website are in United States Dollars (USD) and are subject to change without notice. Prices do not include applicable sales taxes, delivery fees, service charges, or tips unless explicitly stated. You are responsible for any applicable taxes imposed on your purchases by federal, state, or local taxing authorities.

5.3 Payment Methods

Zupas accepts major credit and debit cards, and other payment methods as displayed at checkout. By providing payment information, you represent and warrant that you are authorized to use the selected payment method and authorize Zupas to charge the applicable amount for your order.

5.4 Refunds and Cancellations

Due to the perishable nature of food products, all sales are generally final. Refunds or credits may be issued solely at Zupas's discretion in cases of verified order errors, food quality complaints, or failed deliveries. To request a refund, please contact us at [email protected] within 24 hours of receiving your order, with a detailed description of the issue.

6. Food Safety, Allergen Information, and Nutritional Disclaimers

Zupas takes food safety seriously and prepares food products in compliance with applicable federal and state food safety regulations, including guidelines established by the U.S. Food and Drug Administration (FDA) and relevant state health authorities.

Nutritional information displayed on our Website is provided for general informational purposes only and may not account for customization options or regional ingredient variations. Zupas disclaims all liability for adverse reactions, allergic responses, or health issues resulting from consumption of our food products where the customer has failed to disclose relevant dietary restrictions or allergies.

7. Intellectual Property Rights

All content on the Zupas Website, including but not limited to text, graphics, logos, images, photographs, icons, audio clips, video content, digital downloads, software, menu designs, and the overall "look and feel" of the Website (collectively, the "Content"), is the exclusive property of Zupas or its licensors and is protected under applicable United States intellectual property laws, including the Copyright Act (17 U.S.C. § 101 et seq.), trademark laws, and related regulations.

Subject to your compliance with these Terms, Zupas grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Website and its Content solely for your personal, non-commercial purposes. This license does not include the right to:

• Reproduce, modify, create derivative works from, distribute, publicly perform, publicly display, or commercially exploit any Content;
• Remove or alter any copyright, trademark, or proprietary notices from any Content;
• Use Zupas's trademarks, trade names, logos, or service marks without prior written authorization;
• Frame or mirror any portion of the Website on any other website or platform.

Any unauthorized use of the Content constitutes a material breach of these Terms and may violate applicable copyright, trademark, and other intellectual property laws, potentially subjecting you to civil and criminal liability.

If you submit any feedback, suggestions, reviews, or other content to Zupas ("User Content"), you grant Zupas a worldwide, royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, adapt, publish, and display such User Content in connection with our business operations. You represent that you own or have the necessary rights to grant this license.

8. Privacy and Data Protection

Your privacy is important to us. The collection, use, and protection of your personal information is governed by our Privacy Policy, available on our Website, which is incorporated into these Terms by reference. By using our Services, you consent to the collection and processing of your personal data as described in our Privacy Policy.

To the extent that your use of our Services involves personal information subject to the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), or any other applicable state privacy laws, your rights thereunder are governed by our Privacy Policy. Zupas does not sell personal information to third parties for monetary consideration.

9. Third-Party Links and Services

Our Website may contain links to third-party websites, services, or platforms, including delivery partners, payment processors, and social media platforms. These links are provided solely for your convenience and do not constitute an endorsement, sponsorship, or recommendation by Zupas of such third parties or their content, products, or services.

Zupas has no control over third-party websites and assumes no responsibility for their content, privacy practices, or terms of service. Your interactions with third-party websites are governed solely by the applicable third party's terms and policies. We strongly encourage you to review the terms and privacy policies of any third-party services you access through our Website.

10. Disclaimers — Services Provided "As Is"

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ZUPAS PROVIDES THE WEBSITE AND ALL SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

ZUPAS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
• WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY CONTENT ON THE WEBSITE;
• WARRANTIES THAT DEFECTS OR ERRORS WILL BE CORRECTED.

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. In such cases, Zupas's warranties are limited to the minimum scope permitted by applicable law.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE UNITED STATES LAW, INCLUDING THE FEDERAL TRADE COMMISSION ACT AND APPLICABLE STATE CONSUMER PROTECTION STATUTES, IN NO EVENT SHALL ZUPAS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR:

IN ALL CASES, ZUPAS'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO ZUPAS IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ZUPAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Indemnification

You agree to defend, indemnify, and hold harmless Zupas and its respective officers, directors, employees, agents, contractors, licensors, and affiliates (collectively, the "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to:

• Your access to or use of the Website or Services in violation of these Terms;
• Your violation of any applicable federal, state, local, or international law or regulation;
• Your infringement, misappropriation, or violation of any intellectual property rights, privacy rights, or other rights of any third party;
• Any User Content you submit, post, transmit, or otherwise make available through the Services;
• Your fraudulent, negligent, or intentionally wrongful conduct;
• Any claims by third parties arising from your use of the Services.

Zupas reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with Zupas in asserting any available defenses. You agree not to settle any such matter without Zupas's prior written consent.

13. Governing Law and Jurisdiction

These Terms of Service and any disputes, claims, or controversies arising out of or relating to these Terms, your use of the Services, or any transaction with Zupas shall be governed by and construed in accordance with the laws of the United States of America and the applicable laws of the state in which Zupas is domiciled, without regard to conflict of law principles that would require the application of the laws of any other jurisdiction.

You consent to the exclusive personal jurisdiction and venue of the federal and state courts located within the United States for the resolution of any claims or disputes not subject to arbitration as set forth in Section 14 below. You waive any objection to the laying of venue in such courts and waive any claim that such courts represent an inconvenient forum.

To the extent applicable, consumer protection rights afforded to you under the Federal Trade Commission Act (15 U.S.C. § 41 et seq.) and applicable state consumer protection statutes are not waived by these Terms.

14. Dispute Resolution and Arbitration

14.1 Informal Resolution

Before initiating any formal dispute resolution proceedings, you agree to first contact Zupas at [email protected] and provide a written description of your dispute, the relief you are seeking, and your contact information. The parties agree to negotiate in good faith for a period of thirty (30) days from the date of receipt of such notice in an effort to resolve the dispute informally.

14.2 Binding Arbitration

If the dispute cannot be resolved informally within thirty (30) days, any unresolved dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) in accordance with its Consumer Arbitration Rules, which are incorporated herein by reference. The arbitration shall be conducted in the English language. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.3 Class Action Waiver

14.4 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights, trade secrets, or confidential information. Small claims court actions, where eligible under applicable rules, are also exempt from mandatory arbitration.

15. Term and Termination

15.1 Term

These Terms shall remain in full force and effect for as long as you access or use the Website or Services, or maintain an account with Zupas, unless earlier terminated as provided herein.

15.2 Termination by You

You may terminate your account and cease using our Services at any time by contacting us at [email protected]. Termination of your account does not relieve you of any obligations or liabilities incurred prior to termination, including outstanding payment obligations.

15.3 Termination by Zupas

Zupas reserves the right to suspend or terminate your account and access to the Services, with or without notice and without liability, for any reason, including but not limited to:

• Violation of any provision of these Terms;
• Engagement in fraudulent, abusive, or illegal activity;
• Failure to pay for orders or services rendered;
• Conduct that harms other users, Zupas employees, or Zupas's reputation;
• Cessation of business operations or significant change in business structure.

15.4 Effect of Termination

Upon termination, your right to access and use the Services shall immediately cease. Provisions of these Terms that by their nature should survive termination, including intellectual property rights, disclaimers, limitation of liability, indemnification, and dispute resolution provisions, shall survive and remain in full force and effect after termination.

16. Changes to These Terms

Zupas reserves the right to modify, update, or replace these Terms of Service at any time at its sole discretion. When we make material changes to these Terms, we will:

• Update the "Last Updated" date at the top of this page;
• Post the revised Terms on our Website at zupas-food.click;
• Where required by applicable law or where we deem appropriate, provide notice via email or a prominent notice on the Website.

Your continued access to or use of the Website or Services after the effective date of any revised Terms constitutes your acceptance of the updated Terms. If you do not agree with the revised Terms, you must immediately discontinue using the Services and, if applicable, close your account. We encourage you to review these Terms periodically to stay informed of your rights and obligations.

17. Severability

If any provision of these Terms of Service is found by a court or arbitrator of competent jurisdiction to be invalid, unlawful, void, or unenforceable for any reason, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The invalidity, illegality, or unenforceability of any provision shall not affect the validity and enforceability of the remaining provisions of these Terms, which shall continue in full force and effect as if the invalid or unenforceable provision had never been included.

18. 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 of that or 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 and shall not affect the other terms of these Terms.

19. Entire Agreement

These Terms of Service, together with our Privacy Policy and any other legal notices or policies published by Zupas on the Website, constitute the entire agreement between you and Zupas concerning your use of the Website and Services. These Terms supersede and replace all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, between you and Zupas regarding the subject matter hereof. No representations, statements, or inducements, oral or written, not contained in these Terms shall bind either party.

20. 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 circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, government actions or restrictions, civil unrest, labor disputes, power outages, internet or telecommunications failures, cyberattacks, or supply chain disruptions. In such circumstances, Zupas's obligations shall be suspended for the duration of the force majeure event, and Zupas shall use commercially reasonable efforts to resume performance as soon as practicable.

21. Electronic Communications and Signatures

By using our Website and Services, you consent to receiving communications from Zupas electronically, including via email to the address associated with your account. You agree that all agreements, notices, disclosures, and other communications that Zupas provides to you electronically satisfy any legal requirement that such communications be in writing. Electronic signatures and records shall be deemed valid and enforceable to the same extent as physical signatures and records under applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.).

22. Assignment

You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms without the prior written consent of Zupas. Any purported assignment in violation of this provision shall be null and void. Zupas may freely assign these Terms and any of its rights or obligations hereunder, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without your prior consent or notice.

23. Accessibility

Zupas is committed to ensuring that its Website and Services are accessible to all users, including individuals with disabilities, in compliance with applicable accessibility standards and the Americans with Disabilities Act (ADA). If you experience any difficulty accessing our Website due to a disability, please contact us at [email protected] so we may assist you and work to improve accessibility.

24. Contact Information

If you have any questions, concerns, complaints, or requests regarding these Terms of Service or the practices of Zupas, please do not hesitate to contact us through the following channels: