Reserva – Terms of Service

*Last updated: *[January 01, 2026]

These Terms of Service (the “Terms”) govern access to and use of Reserva’s cloud-based enterprise resource planning platform 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. (“Reserva,” “we,” “us”) and the customer entity accepting these Terms (“Customer,” “you”).

1.2 Scope

These Terms cover:

• the Free-Core Plan (defined below);
• any Support Plan subscription;
• Professional Services (implementation, configuration, training, data migration, business consulting);
• Custom Development (Custom Modules) and related maintenance;
• FinTech Transaction Services.

1.3 Addenda and precedence

If you and Reserva sign additional documents (each an “Addendum”), including statements of work (“SOWs”), a Custom-Maintenance Addendum (“CMA”), or a FinTech Services Agreement, those Addenda are incorporated by reference. If there is a conflict between these Terms and an Addendum, the Addendum controls for its subject matter.

2. Definitions

“Addendum” means any additional agreement, exhibit, schedule, or addendum (including a SOW, CMA, or FinTech Services Agreement) entered into between Customer and Reserva and incorporated by reference into these Terms.

“CMA” or “Custom Maintenance Addendum” means an agreement governing ongoing maintenance, support, or operation of Custom Modules.

“Confidential Information” means any non-public, proprietary, or confidential information disclosed by one party to the other, whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

“Core SaaS Platform” means Reserva’s multi-tenant, cloud-hosted enterprise resource planning software and underlying infrastructure.

“Custom Module” means tenant-specific software code, configurations, integrations, scripts, automations, or other bespoke functionality developed or delivered by Reserva under a SOW.

“Customer” means the legal entity that accepts these Terms and uses the Services.

“Customer Data” means data, records, files, and information submitted to or processed by the Services on Customer’s behalf.

“FinTech Transaction Services” means payment processing, foreign exchange, treasury, or other financial transaction services made available through the Services, whether provided directly by Reserva or through third-party partners.

“Free-Core Plan” means the limited, cloud-hosted access to Reserva’s Core SaaS Platform for one Named User seat, provided free of charge.

“Fully-Burdened Rates” means the standard hourly rates for engineering, consulting, product, QA, project management, and administrative support, inclusive of reasonable overhead allocations, as stated in an applicable SOW or rate card.

“Named User” means a unique, designated individual authorised by Customer to access and use the Services.

“Professional Services” means labour-based services provided by Reserva, including implementation, configuration, training, data migration, business consulting, integration services, and custom development.

“Services” means the Core SaaS Platform, Free-Core Plan, Support Plan, Professional Services, Custom Development, FinTech Transaction Services, and any related services provided by Reserva under these Terms.

“SOW” or “Statement of Work” means a written document executed by the parties describing specific Professional Services or Custom Development to be provided.

“Support Plan” means a paid subscription for help-desk services, troubleshooting, configuration guidance, and governance or provisioning of additional users.

“Terms” means these Terms of Service, as amended from time to time.

3. Service Description

3.1 Core SaaS platform

Reserva provides a multi-tenant, cloud-hosted ERP platform designed for produce and food-supply businesses. Features may include inventory, accounting workflows, reporting, and integrations.

3.2 Plans and service components

The Services may include one or more of the following components:

• Free-Core Plan (Section 4);
• Support Plan subscription (Section 5);
• Professional Services (Section 6);
• Custom Development and maintenance (Section 7);
• FinTech Transaction Services (Section 8).

3.3 Nature of the Services and consideration

Customer acknowledges and agrees that Reserva does not sell or license software for a fee. The core ERP platform and underlying pre-written software are made available free of charge. All amounts paid by Customer under these Terms relate exclusively to professional and operational services, including support, consulting, implementation, training, data migration, custom development, maintenance of customer-specific configurations, and related services.

Reserva may update, improve, discontinue, or add features to the Services over time.

4. Free-Core Plan: Eligibility, User Provisioning, and Use

4.1 Eligibility at onboarding

Eligibility for the Free-Core Plan is assessed once at onboarding. To qualify, Customer must:

• hold an active PACA licence, if required under applicable law;
• have annual fresh-produce gross revenue of no more than USD 5 million or employ no more than five (5) full-time employees;
• provide valid tax identification documentation (such as an EIN);
• successfully complete Reserva’s KYC/AML screening; and
• not appear on any applicable U.S. sanctions list.

4.2 Free-Core Plan provided free of charge

The Free-Core Plan is offered free of charge forever for one Named User seat, subject to compliance with these Terms.

4.3 User provisioning and the one-seat limit

Users are provisioned by Reserva. Customers on the Free-Core Plan may not self-create additional users and are limited to one (1) Named User seat unless and until a Support Plan becomes active.

4.4 Free-Core availability and support posture

The Free-Core Plan is provided as-is with no uptime guarantee, service-level commitment, or guaranteed support response. Reserva may provide self-service materials (videos, manuals, guides) at no cost, but such materials are not guaranteed.

4.5 Ineligibility after paid engagement

Once Customer enters into a Support Plan, Professional Services engagement, or receives Custom Development or any tenant-specific Custom Module, Customer is no longer eligible for the Free-Core Plan for that tenant.

If Customer later terminates all paid Services, Customer may not downgrade the same tenant to the Free-Core Plan. Any return to a free plan requires opening a new account and creating a new database. Reserva may permanently delete the prior tenant environment and all associated data in accordance with its data-retention practices. Customer is solely responsible for exporting any data prior to termination.

5. Support Plan Subscription; Renewal; Payments

5.1 Subscription and ongoing commitment

By purchasing a Support Plan, Customer acknowledges it is a recurring subscription (monthly or annual, as selected). Customer understands the Support Plan is an ongoing commitment and that Reserva allocates personnel and operational capacity to support Customer on a continuing basis.

For annual Support Plans, Reserva also allocates server capacity and may prepay third-party infrastructure or platform services in anticipation of the annual term.

5.2 Automatic renewal; cancellation and change notice

Support Plans automatically renew for successive terms matching the selected billing frequency (monthly-to-monthly or annual-to-annual).

• Monthly plans: either party may cancel effective at the end of the then-current monthly term by providing at least fifteen (15) days’ written notice prior to renewal.
• Annual plans: either party may cancel effective at the end of the then-current annual term by providing at least thirty (30) days’ written notice prior to renewal.

If Customer wishes to change billing frequency from annual to monthly, Customer must provide at least thirty (30) days’ written notice prior to the end of the current annual term. Absent timely notice, the annual plan will renew for another annual term.

If notice is provided fewer than the applicable notice period before renewal, Customer may be charged for one additional billing cycle.

5.3 Default payment method required

Customer must maintain a default payment method on file—either (a) a credit card or (b) a U.S. bank account authorised for ACH debits—so charges can be processed automatically. Failure to provide or maintain a valid default payment method may result in cancellation of the Support Plan and, after notice, termination of the account.

5.4 Payment retries; alternative method; suspension

If a payment attempt is declined, Reserva may make reasonable further attempts and will notify Customer. If repeated attempts fail and Customer does not provide an alternative valid payment method within five (5) days, Reserva may suspend Support Plan services, disable additional users, and restrict the account to the single free seat until overdue amounts are paid. Continued non-payment beyond fifteen (15) days from the original due date entitles Reserva to terminate the Support Plan and these Terms.

5.5 Additional users require Support Plan

If Customer requests more than one Named User seat, Customer must purchase a Support Plan. Reserva will provision additional seats only after the Support Plan becomes active.

Support Plans do not include implementation or project-based services, which are provided only under a SOW.”

6. Professional Services (Implementation, Consulting, Training, Data Migration)

6.1 Engagements; Statements of Work

Professional Services are delivered under one or more written statements of work or written orders (“SOWs”) agreed by the parties. Each SOW will describe, at a minimum, the scope of services, assumptions, dependencies, delivery approach, estimated timelines, billing modality (including upfront, split, milestone-based, or retainer arrangements), and any customer-specific requirements.

SOWs may include estimates, projections, or target timelines; unless expressly stated otherwise, such estimates are non-binding and provided for planning purposes only.

6.2 Change management

Any services requested by Customer that fall outside the scope of an applicable SOW constitute a change request. Reserva is under no obligation to perform out-of-scope work unless the parties agree in writing on the scope, impact, and applicable fees. Changes may affect timelines, resource allocation, and costs.

6.3 Customer responsibilities and dependencies

Customer will provide timely access to knowledgeable personnel, systems, facilities, data, documentation, test environments, and approvals reasonably required for Reserva to perform the Professional Services. Customer is responsible for the accuracy and completeness of all information provided.

Delays, rework, or limitations caused by Customer, Customer’s vendors, or third-party systems may result in additional fees, extended timelines, or revised delivery assumptions.

6.4 Acceptance and sign-off

Unless otherwise stated in a SOW, Professional Services deliverables will be deemed accepted upon delivery. Any acceptance criteria or review periods must be expressly defined in the applicable SOW.

6.5 Use of 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.

6.6 Service nature; no guaranteed outcomes

Professional Services are labour-based consulting services. Customer acknowledges that outcomes depend on Customer inputs, decisions, data quality, and operational practices. Reserva does not guarantee any specific business, financial, regulatory, or operational result from the Professional Services.

6.7 No employment or fiduciary relationship

Professional Services do not create any employment, agency, fiduciary, or management relationship. Reserva does not exercise control over Customer’s business operations or decision-making.

7. Custom Development; Custom Modules; Maintenance

7.1 Custom Modules and nature of custom development

Reserva will develop tenant-specific custom modules for each paid customer as part of providing Professional Services. Reserva’s business model is centered on delivering professional services—including implementation, configuration, business consulting, integration work, and custom development—rather than licensing standalone software.

Accordingly, each paid customer will have at least one Custom Module through which Reserva implements customer-specific configurations, workflows, integrations, reports, automations, or enhancements tailored to that customer’s operations. Custom Modules may include configuration-layer logic, extensions, scripts, integrations, data transformations, or other bespoke functionality and are developed under one or more applicable SOWs.

Customer acknowledges that Custom Modules are inherently dependent on the underlying Services, infrastructure, and third‑party components, and are not designed to operate independently outside Reserva’s hosted environment.

7.2 Delivery assumptions; customer dependencies

Delivery of Custom Modules depends on timely cooperation by Customer, including access to knowledgeable personnel, systems, documentation, test data, and approvals. Reserva is not responsible for delays, defects, or limitations caused by incomplete, inaccurate, or late information provided by Customer or by third‑party systems outside Reserva’s control.

7.3 Maintenance, changes, and compatibility

Custom Modules require an active maintenance arrangement (such as a Custom Maintenance Addendum (CMA) or Support Plan addendum) as specified in the applicable Addendum.

Reserva may modify, refactor, or update Custom Modules as reasonably necessary to:

• maintain compatibility with updates to the core Services or infrastructure;
• address security, performance, or stability concerns;
• comply with legal or regulatory requirements; or
• improve maintainability or operability.

Reserva does not guarantee that Custom Modules will remain compatible with future versions of third‑party software, APIs, or systems not controlled by Reserva.

7.4 Intellectual property ownership and licence

Reserva retains all right, title, and interest in and to Custom Modules, including all derivatives, improvements, generalised components, tools, templates, methodologies, and know‑how developed in connection with such work.

Subject to full and timely payment of all applicable fees under the relevant CMA and SOWs, Customer is granted a limited, non‑exclusive, non‑transferable, royalty‑free licence to use the Custom Modules solely within Reserva’s hosted environment for Customer’s internal business purposes. This licence is effective only while the applicable maintenance arrangement remains active and fully paid.

Nothing in these Terms grants Customer any right to access, receive, copy, extract, or use the source code of Custom Modules or to deploy Custom Modules outside the Services.

7.5 Reuse and generalisation

Customer acknowledges that Reserva may reuse, adapt, generalise, commercialise, or offer to other customers any concepts, functionality, or code developed in the course of Custom Development, provided that Reserva does not disclose Customer Confidential Information or Customer‑identifiable data.

7.6 Disablement; suspension; termination effects

Reserva may disable, suspend, or remove access to a Custom Module if:

• applicable fees or maintenance charges are unpaid after any contractual grace period;
• the applicable CMA or Support Plan is terminated or expires;
• continued operation would expose Reserva to security, legal, or regulatory risk; or
• Customer’s account is otherwise suspended or terminated under Section 15.

Upon disablement or termination, Customer’s licence to the affected Custom Module immediately terminates, and Reserva has no obligation to continue hosting, maintaining, or supporting such Custom Module.

8. FinTech Transaction Services

FinTech Transaction Services (payments, FX, treasury) may be provided through third-party partners and may be subject to additional terms. Customer agrees to comply with any partner onboarding, KYC/AML, and operational requirements.

9. Acceptable Use; Security of Accounts

Customer must not:

• reverse engineer, decompile, or copy the Services;
• attempt security testing without written authorisation;
• upload unlawful, infringing, or malicious content;
• interfere with or disrupt the Services;
• use the Services to violate privacy, sanctions, or other laws.

Customer is responsible for maintaining the confidentiality and security of credentials and for all activity under its account.

10. Service Operations: Maintenance, Backups, and Security

10.1 Maintenance, Updates, and Changes

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

• Planned maintenance. Where reasonably practicable, Reserva will provide advance notice of planned maintenance that is expected to materially impact availability.
• Emergency maintenance. 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.
• Change management. Reserva may add, remove, or change features. Unless otherwise required by law or an applicable Addendum, Reserva does not commit to preserving any specific feature or workflow.

10.2 Availability; No SLA Unless Expressly Agreed

Reserva operates the Services on a commercially reasonable basis. Unless an Addendum expressly provides a service-level agreement (SLA), the Services are provided without guaranteed uptime, response times, or service credits. Any uptime targets, status pages, or operational metrics published by Reserva are informational and do not constitute warranties.

10.3 Backups, Data Resiliency, and Disaster Recovery

Reserva maintains routine backups of production systems and disaster-recovery practices designed to restore the Services following certain failures.

• Purpose. Backups are maintained for business continuity and platform recovery, not as an archival service.
• No guarantee of restoration. While Reserva uses reasonable efforts to restore data from backups when appropriate, Customer acknowledges that data restoration may not always be possible and may not result in a complete restoration to any specific point in time.
• Customer responsibilities. Customer is responsible for maintaining its own records and backups as needed to satisfy its legal, regulatory, audit, and business requirements, including any retention obligations.

10.4 Shared Responsibility for Security

Customer acknowledges that security is a shared responsibility.

• Reserva safeguards. Reserva maintains administrative, technical, and organisational safeguards designed to protect Customer Data, including access controls and encryption in transit and at rest.
• Customer obligations. Customer must use strong credentials, limit access to authorised personnel, promptly remove access for former employees or contractors, maintain reasonable endpoint security, and comply with acceptable-use restrictions in Section 9.
• Third-party dependencies. The Services may rely on third-party infrastructure and service providers. Reserva is not responsible for security incidents caused solely by failures or vulnerabilities of third-party providers outside Reserva’s reasonable control.

10.5 Security Incident Response and Notification

If Reserva becomes aware of unauthorised access to Customer Data resulting from a breach of Reserva systems, Reserva will:

• Investigate and mitigate using commercially reasonable efforts;
• Notify Customer within a commercially reasonable period after confirming the incident; and
• Provide information reasonably necessary for Customer to meet its own legal obligations, subject to limitations to protect security, ongoing investigations, or the rights of other customers.

Customer agrees to cooperate reasonably with Reserva’s incident response and to refrain from public statements about a security incident without Reserva’s prior written consent, except where required by law.

10.6 No Absolute Security

No system is perfectly secure. Reserva does not guarantee that the Services will be free from unauthorised access, malware, or other security incidents, and Customer assumes the risks inherent in transmission and storage of data over the internet.

11. Data Ownership, Privacy, and Data Management

11.1 Customer Data ownership and licence

Customer retains all right, title, and interest in and to Customer Data. Customer grants Reserva a worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, modify, and otherwise use Customer Data solely as necessary to provide, maintain, secure, support, and improve the Services, to comply with applicable law, and to enforce these Terms.

Customer represents and warrants that it has all rights, consents, and authority necessary to provide Customer Data to Reserva and to grant the foregoing licence, and that Customer Data does not violate applicable law or infringe any third-party rights.

11.2 Data use; aggregated and anonymised data

Reserva may create and use aggregated, anonymised, or de-identified data derived from Customer Data for analytics, benchmarking, product improvement, security, and operational purposes, provided such data does not identify Customer or any individual.

11.3 Privacy and compliance responsibilities

Reserva processes Customer Data in accordance with its Privacy Policy and applicable data-protection laws. Customer acknowledges that Reserva acts as a service provider or processor, as applicable, and Customer remains responsible for determining whether the Services meet Customer’s legal, regulatory, contractual, or industry-specific compliance requirements, including recordkeeping, reporting, and data-retention obligations.

Customer is solely responsible for the accuracy, quality, legality, and means by which Customer Data is acquired, entered, and used.

11.4 Data retention, export, and deletion

During the term of these Terms, Reserva will maintain Customer Data in accordance with its standard operational practices. Upon termination or expiration of the Services:

• Export window. Reserva will make Customer Data available for export for a limited period, typically thirty (30) days, unless a longer period is required by law or agreed in writing.
• Deletion. After the export window, Reserva may delete Customer Data, tenant environments, and related backups in accordance with its data-retention and deletion policies, except to the extent retention is required by law, for dispute resolution, or for legitimate business purposes.
• No obligation to retain. Reserva has no obligation to retain Customer Data beyond the applicable export window.

11.5 Data requests and legal process

Reserva may disclose Customer Data if required by law, regulation, court order, or governmental request. Where legally permitted, Reserva will provide Customer with reasonable notice of such disclosure and an opportunity to seek protective relief.

11.6 Responsibility for backups and recovery

Customer acknowledges that while Reserva maintains routine system backups for business continuity, Customer remains solely responsible for maintaining its own backups and records sufficient to meet its business, legal, audit, and regulatory requirements. Reserva does not guarantee the availability, integrity, or completeness of any restored data.

12. Fees, Invoicing, Refunds, and Taxes

12.1 Fees and invoicing

Fees for paid Services (Support Plan, Professional Services, Custom Development, FinTech Transaction Services) are set out in applicable orders, SOWs, and Addenda.

12.2 Non-refundable fees; end-of-term cancellation

All fees are non-refundable, including annual payments, except where prohibited by law. Cancellations take effect at the end of the then-current billing term.

12.3 Termination of a project by Customer; true-up for work performed

Customer may terminate a SOW or implementation retainer on written notice. Customer remains responsible for (i) all Services performed through the effective termination date at the Fully-Burdened Rates and (ii) any non-cancellable third-party costs.

If amounts paid are less than fees earned under this section, Customer will pay the shortfall within 15 days of invoice. If amounts paid exceed earned fees, Reserva may retain the excess as consideration for resource reservation, project management, and readiness.

12.4 Implementation billing modalities

Implementation may be billed upfront, split, by milestones, as a monthly retainer, or as otherwise agreed in writing. All such payments are non-refundable and subject to Section 12.3.

12.5 Fully-Burdened Rates

“Fully-Burdened Rates” means the standard hourly rates for engineering, consulting, product, QA, project management, and administrative support, as stated in the applicable SOW or then-current rate card, inclusive of reasonable overhead allocations.

12.6 Taxes

If applicable law requires Reserva to collect transaction-based taxes on any charge, those taxes will be itemised on the invoice and remitted by Reserva. Customer remains responsible for taxes associated with its own business activities.

13. Disclaimers; No Indemnity

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” RESERVA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

No indemnity. Reserva does not undertake to defend, indemnify, or hold Customer harmless against third-party claims.

14. Limitation of Liability

To the maximum extent permitted by law, each party’s total cumulative liability arising out of or relating to these Terms will not exceed fifty percent (50%) of the fees paid by Customer for the Services in the twelve (12) months immediately preceding the event giving rise to the claim. If Customer paid no fees in that period, the cap is USD 0.

Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenues, goodwill, or data.

The foregoing does not limit liability that cannot be limited under applicable law (including liability for death or bodily injury caused by gross negligence or wilful misconduct).

15. Term; Suspension; Termination

15.1 Term

These Terms begin on the date Customer first accepts them and continue until terminated in accordance with this Section 15. Termination of a specific Addendum, SOW, Support Plan, or subscription does not, by itself, terminate these Terms unless expressly stated.

15.2 Suspension of Services

Reserva may suspend all or part of the Services, without liability, immediately upon notice (or without notice where required to mitigate risk), if Reserva reasonably determines that:

• Customer has failed to pay any undisputed amounts when due;
• Customer presents a security risk to the Services, other customers, or third parties;
• Customer’s use of the Services violates applicable law, regulation, sanctions requirements, or third-party terms;
• Customer has materially breached these Terms or any Addendum; or
• suspension is required to protect the integrity, availability, or lawful operation of the Services.

Suspension may include disabling access, restricting functionality, disabling additional users, or disabling Custom Modules. Reserva will restore suspended Services once the underlying issue is cured, where reasonably practicable.

15.3 Termination for Cause

Either party may terminate these Terms or any Addendum for material breach if such breach remains uncured for thirty (30) days after written notice. Notwithstanding the foregoing, Reserva may terminate immediately upon notice if:

• Customer repeatedly fails to pay amounts due;
• Customer engages in unlawful, fraudulent, or abusive use of the Services;
• Customer infringes or misappropriates Reserva’s intellectual property;
• continued provision of the Services would expose Reserva to legal or regulatory risk; or
• Customer becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

15.4 Termination for Convenience

Reserva may terminate these Terms or any Addendum for convenience upon thirty (30) days’ written notice. Customer may terminate paid Services for convenience only as expressly permitted in Sections 5 and 12, with termination effective at the end of the applicable billing term.

15.5 Effect of Termination

Upon termination or expiration:

• all rights granted to Customer under these Terms immediately cease;
• Customer’s access to the Services, including Custom Modules and Support Plan benefits, will be discontinued;
• all outstanding fees and charges become immediately due and payable;
• Customer remains responsible for exporting Customer Data within any applicable data-export period under Section 11.3; and
• Reserva may delete Customer Data, tenant environments, and Custom Modules in accordance with its data-retention practices.

Termination does not relieve Customer of payment obligations accrued prior to the effective termination date and does not entitle Customer to any refund.

15.6 Free-Core Plan After Termination

The Free-Core Plan may remain available after termination only if Customer remains eligible under Section 4 and has not previously received paid Professional Services or Custom Development for the terminated tenant. Otherwise, continued use requires creation of a new account and database, subject to Reserva’s then-current onboarding requirements.

16. Changes to These Terms

Reserva may update, amend, or modify these Terms from time to time to reflect changes to the Services, business practices, legal or regulatory requirements, or operational needs.

• Notice of changes. If a change materially reduces Customer’s rights or materially increases Customer’s obligations, Reserva will provide reasonable advance notice, which may be given by email, in-product notification, or posting an updated version of the Terms with a revised effective date.
• Effective date. Unless otherwise stated, updated Terms will become effective on the date specified by Reserva.
• Acceptance by continued use. Customer’s continued access to or use of the Services after the effective date of updated Terms constitutes acceptance of the revised Terms.
• Right to discontinue use. If Customer does not agree to an update, Customer must stop using the Services and may terminate these Terms in accordance with Section 15.

No modification of these Terms by Customer will be effective unless made in a written agreement signed by an authorised representative of Reserva.

17. Governing Law; Venue; Equitable Relief

17.1 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.

17.2 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.

17.3 Waiver of jury trial

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

17.4 Equitable and injunctive relief

Customer acknowledges that unauthorised use of the Services, breach of confidentiality, or infringement or misuse of Reserva’s intellectual property may cause irreparable harm for which monetary damages may be inadequate. Reserva may seek injunctive, equitable, or other non-monetary relief in any court of competent jurisdiction, in addition to any other remedies available at law.

17.5 Time limitation on claims

To the extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the cause of action accrues, or such claim will be permanently barred.

18. Miscellaneous

18.1 Confidentiality

Each party (“Receiving Party”) will protect the other party’s (“Disclosing Party”) non-public, confidential, or proprietary information (“Confidential Information”) using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care. Confidential Information may be used solely as necessary to perform under these Terms and may be disclosed only to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is publicly available without breach, independently developed without reference to the Confidential Information, or rightfully received from a third party without restriction.

18.2 Assignment; Change of Control

Customer may not assign, delegate, or transfer these Terms, whether by operation of law, merger, sale of assets, change of control, or otherwise, without Reserva’s prior written consent, which shall not be unreasonably withheld. Any attempted assignment in violation of this section is void. Reserva may assign these Terms without restriction.

18.3 Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, utility or internet failures, or failures of third-party hosting or telecommunications providers. The affected party will use reasonable efforts to resume performance as soon as practicable.

18.4 Independent Contractors; No Partnership

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other.

18.5 Waiver

Failure or delay by either party to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision.

18.6 Notices

All notices under these Terms must be in writing and will be deemed given when delivered personally, sent by a nationally recognized overnight courier, or sent by email to the addresses on file for the parties, unless otherwise specified in writing. Reserva may provide operational notices electronically through the Services.

18.7 Entire Agreement

These Terms, together with any Addenda, SOWs, or referenced documents, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, proposals, or communications, whether written or oral.

18.8 Severability; Reformation

If any provision of these Terms is held unenforceable, the provision will be reformed to the minimum extent necessary to make it enforceable, or if not possible, severed, and the remaining provisions will remain in full force and effect.

18.9 Survival

Sections that by their nature should survive termination—including those relating to fees, confidentiality, intellectual property, disclaimers, limitation of liability, and governing law—will survive termination or expiration of these Terms.