Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Frutiva LLC, a Texas limited liability company ("Frutiva," "we," "us," or "our"). By accessing the Site, creating an account, placing an order, or communicating with our team via any channel—including phone, email, or SMS/text message—you agree to be bound by these Terms and all policies incorporated herein.

If you do not agree to these Terms, you must immediately cease all use of the Site and our services. These Terms apply to all visitors, browsers, customers, merchants, and contributors of content.

2. Our Services

Frutiva LLC manufactures and distributes all-natural cocktail mixer products ("Mixers" or "Products") designed for commercial use in licensed beverage establishments throughout the United States. Our Site provides information about our Product catalog, enables wholesale account inquiries, allows you to request pricing and samples, and facilitates direct purchase orders by qualified operators.

We reserve the right to modify, suspend, or discontinue any product, service, or feature at any time without notice. Frutiva will not be liable to you or any third party for any such modification, suspension, or discontinuation.

3. Account Registration & Eligibility

To access wholesale pricing, place orders, or unlock trade-exclusive content, you must register a business account. You agree to:

• Provide accurate, current, and complete information during registration;
• Maintain and promptly update your account information;
• Keep your password confidential and not share it with unauthorized parties;
• Notify us immediately of any unauthorized use or suspected breach of your account;
• Accept responsibility for all activities that occur under your account credentials.

You must be at least 21 years of age and authorized to act on behalf of a legitimate commercial business to register an account. Frutiva reserves the right to refuse, suspend, or terminate any account at our sole discretion.

4. Orders & Pricing

All orders placed through the Site or via our sales team constitute an offer to purchase subject to our acceptance. We reserve the right to refuse or cancel any order for any reason, including suspected fraud, inaccurate pricing, or lack of product availability. Order acceptance is confirmed by written order confirmation or invoice.

Prices are listed in U.S. dollars and exclude applicable state and local taxes, import duties (if any), and shipping charges unless otherwise specified. Frutiva reserves the right to update pricing without advance notice; however, confirmed orders will be honored at the price in effect at the time of order confirmation.

Minimum order quantities (MOQs) apply and are communicated at the time of account approval or on individual product pages. Volume discounts are available to qualified accounts and subject to a separate pricing agreement.

5. Payment Terms

Payment terms for approved wholesale accounts are Net-30 unless otherwise agreed in writing. First-time orders require payment in advance via ACH, wire transfer, or credit card. Frutiva accepts major credit cards, ACH bank transfers, and approved trade credit through our invoicing system.

Invoices not paid by the due date are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance, or the maximum rate permitted by Texas law, whichever is less. Frutiva reserves the right to suspend service to accounts with overdue balances. You agree to reimburse Frutiva for all costs of collection, including reasonable attorneys' fees.

6. Shipping & Delivery

Products ship FOB (Freight on Board) from our Texas distribution facility. Risk of loss and title for Products pass to Customer upon delivery to the carrier. Delivery timelines are estimates only and not guaranteed. Frutiva is not liable for delays caused by carrier performance, weather events, or circumstances beyond our reasonable control.

Customer is responsible for inspecting all deliveries upon receipt and reporting any shipping damage, shortage, or discrepancy to Frutiva within 48 hours of delivery by emailing legal@frutiva.com. Claims submitted after this window may not be honored.

7. Returns & Refunds

Due to the perishable and food-safety nature of our Products, all sales are final unless the Product is received damaged, defective, or does not match the confirmed order. Authorized returns must be requested within 7 days of delivery and require a Return Merchandise Authorization (RMA) number issued by our customer service team.

Approved credits will be applied to your account within 10 business days of Frutiva's receipt and inspection of the returned Product. Refunds to original payment methods are available for first-time orders upon request. Unauthorized returns will be refused and returned at Customer's expense.

8. Intellectual Property

All content on the Site, including but not limited to text, graphics, logos, photography, product formulations, recipe content, and software, is the exclusive property of Frutiva LLC or its content suppliers and is protected by United States copyright, trademark, and trade dress laws. The Frutiva name, logo, and all related marks are registered or common-law trademarks of Frutiva LLC.

You are granted a limited, non-exclusive, non-transferable license to access and use the Site solely for the purpose of evaluating and purchasing our Products for your business. You may not reproduce, distribute, modify, create derivative works of, publicly display, or exploit any Site content without our prior written consent.

9. SMS / Text Messaging Communications

Frutiva LLC operates an SMS text messaging program designed to facilitate business communications with wholesale customers, qualified leads, and licensed beverage operators. This section governs that program and constitutes our TCPA (Telephone Consumer Protection Act) and CTIA Messaging Principles compliance disclosure.

9.1 How to Opt Out (STOP)

You may revoke your consent and opt out of Frutiva SMS communications at any time using any of the following methods:

• Text STOP: Reply STOP to any Frutiva text message. You will receive one final confirmation message, and no further marketing messages will be sent to your number. Please note that opting out of marketing messages does not prevent Frutiva from sending purely operational or transactional messages necessary to complete an active order or service request.
• Text STOPALL: Reply STOPALL to opt out of all Frutiva SMS communications, including transactional messages.
• Email request: Send a written opt-out request to legal@frutiva.com with the subject line "SMS Opt-Out."
• Written request: Contact Frutiva in writing at 1234 Agave Blvd, Suite 200, Austin, TX 78701.

Opt-out requests will be processed within 10 business days. After opting out, you agree that Frutiva will not be liable for any messages sent in reasonable reliance on prior consent before your opt-out was processed.

9.2 How to Get Help

For information about the Frutiva SMS program, text HELP to any Frutiva message or email legal@frutiva.com. Our team will respond within one (1) business day.

9.3 No Consent Required for Purchase

9.4 Accuracy of Phone Number

By providing a mobile number, you represent and warrant that: (a) you are the account holder or authorized user of the mobile number provided; (b) you are authorized to incur any message and data charges that may result from participating in the program; and (c) you will notify Frutiva promptly if you change your mobile number by updating your account information or emailing legal@frutiva.com. You agree to indemnify and hold harmless Frutiva for any claims arising from messages sent to a number that was reassigned without our knowledge.

9.5 Supported Carriers

Frutiva's SMS program is supported by most major U.S. wireless carriers, including AT&T, Verizon, T-Mobile, Sprint, Boost Mobile, Cricket Wireless, and U.S. Cellular. Carrier support is subject to change without notice.

10. Prohibited Conduct

You agree not to:

• Use the Site for any unlawful purpose or in violation of any applicable federal, state, or local laws;
• Attempt to obtain unauthorized access to any portion of the Site or its related systems;
• Reverse-engineer, decompile, or disassemble any software used in connection with the Site;
• Transmit viruses, malware, or other harmful code;
• Harvest or collect email addresses, phone numbers, or other contact data from the Site;
• Misrepresent your identity, affiliation, or business credentials when registering an account or placing an order;
• Resell Frutiva Products through unauthorized channels in violation of your distribution agreement.

Violations may result in immediate account termination and may be reported to appropriate law enforcement authorities.

11. Disclaimers

THE SITE AND ALL PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FRUTIVA DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

PRODUCT DESCRIPTIONS, YIELD ESTIMATES, AND SERVING SUGGESTIONS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. ACTUAL RESULTS MAY VARY BASED ON PREPARATION METHODS, EQUIPMENT, AND OPERATOR TECHNIQUE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FRUTIVA LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, YOUR USE OF THE SITE, OR YOUR PURCHASE OF PRODUCTS.

IN NO EVENT SHALL FRUTIVA'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU TO FRUTIVA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the greatest extent permitted by applicable law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Frutiva LLC and its officers, directors, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Site or Products; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) any content you submit through the Site; or (e) any third-party claim arising from your business operations using Frutiva Products.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law principles. You consent to the exclusive personal jurisdiction of the state and federal courts located in Travis County, Texas for the resolution of any dispute that is not subject to the arbitration provision below. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating formal proceedings, you agree to first contact Frutiva at legal@frutiva.com and provide a written description of the dispute and the relief sought. Both parties agree to make a good-faith effort to resolve the dispute within thirty (30) days.

15.2 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Site—other than claims for injunctive or equitable relief—shall be settled by binding arbitration in Austin, Texas administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Judgment on any arbitration award may be entered in any court with jurisdiction. The arbiter, and not any state or federal court, shall have exclusive authority to determine the scope and enforceability of this arbitration agreement.

15.3 Class Action Waiver

YOU AND FRUTIVA 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 OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

16. Changes to These Terms

Frutiva reserves the right to modify these Terms at any time. When we make material changes, we will update the "Effective Date" at the top of this page. For significant changes, we will provide notice via email or a prominent banner on the Site. Your continued use of the Site or our services after the updated Terms are posted constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue using the Site.

17. Contact

Questions about these Terms or requests for accommodations should be directed to:

Frutiva LLC
Attn: Legal Department
1234 Agave Blvd, Suite 200, Austin, TX 78701
Email: legal@frutiva.com

These Terms of Service were last reviewed and updated on March 1, 2025. This document does not constitute legal advice. Frutiva LLC recommends all customers consult qualified legal counsel regarding their specific business obligations.