🌐 Platform Model Agreement

1. Model Overview

Under the Platform Model, the customer places the order directly on the Big Asere platform, and a Big Asere driver completes the delivery. Big Asere manages ordering, payment processing, and delivery logistics end-to-end.

2. Commission & Pricing

• Commission: Up to 18% of the base food subtotal (set by agreement for this restaurant). Commission is charged ONLY on the base food subtotal — never on tips or delivery fees.
• Markup & combined cap: An optional menu markup may be added and is disclosed to the customer before checkout (no hidden fees), in compliance with FTC 2026 rules. Commission plus markup combined may not exceed 25%.
• Tips: 100% of customer tips go to the Big Asere driver.

3. Responsibilities

• Big Asere: Responsible for the delivery — driver dispatch, transit, and handoff to the customer.
• Restaurant: Responsible for food quality, food safety, allergen accuracy, correct order preparation, and timely handoff to the driver.

4. Indemnification

The Restaurant agrees to indemnify, defend, and hold harmless Abraham Oviedo Services, LLC from any claims, damages, or losses arising from food quality, food safety, allergen mislabeling, or the Restaurant's breach of this Agreement or applicable law.

5. Limitation of Liability

To the maximum extent permitted by law, Big Asere's total cumulative liability under this Agreement shall not exceed the total commission paid by the Restaurant in the 3 months preceding the claim. Big Asere is not liable for indirect, incidental, or consequential damages.

6. Required Documents

• Valid business license and food service permit
• Current health department inspection certificate
• W-9 and banking details for payouts

7. Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control, including weather, natural disasters, traffic, labor disputes, utility or network failures, or governmental action.

8. Termination

Either party may terminate this Agreement with 30 days' written notice. Big Asere may suspend or terminate immediately for breach, fraud, food-safety violations, or expired required documents.

9. Parties, Relationship, Insurance, Food Safety & Data

• Parties & definitions: This Agreement is between Abraham Oviedo Services, LLC DBA Big Asere ("Big Asere," "Company") and the restaurant or food business that accepts it ("Restaurant," "Partner").
• Independent businesses: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship. Neither party may bind the other. The Restaurant's staff and drivers are NOT employees or agents of Big Asere.
• Insurance & licensing: The Restaurant must maintain all required licenses and permits (business license, health/food-service permit, food-handler certification) and adequate general and product liability insurance. Expired or revoked documents result in AUTOMATIC suspension until cured.
• Food safety, allergens & packaging: The Restaurant is solely responsible for food safety, temperature control, allergen and nutritional accuracy, and food-borne illness. The Restaurant must package orders securely for transport. Big Asere is NOT responsible for food preparation, allergens, or illness.
• Data protection (NDPA 2025): Each party complies with the Nebraska Data Privacy Act (Neb. Rev. Stat. § 87-97 et seq.). Customer personal data shared for fulfillment may be used ONLY to complete the Order.
• Disclaimer of warranties: The Platform is provided "AS IS" and "AS AVAILABLE" without warranties of any kind beyond those that cannot be excluded by law.

10. Intellectual Property, Confidentiality & General Provisions

• Prohibited items / No alcohol: The Restaurant will NOT offer through Big Asere any alcohol, tobacco, vaping products, cannabis, or age-restricted goods. The Restaurant is responsible for excluding such items from the menu/catalog made available through Big Asere. If an order is found to contain prohibited items, Big Asere may cancel it without liability. Repeated violations are grounds for termination of this Agreement.
• Intellectual property & brand license: Big Asere owns the "Big Asere" name, logo, Platform and content. The Restaurant grants Big Asere a non-exclusive, royalty-free license to use its name, logo, photos and menu; this license ends on termination.
• Confidentiality: Commission rates, markups and other negotiated terms are confidential except as required by law.
• Term & renewal: Begins on acceptance and renews automatically month-to-month until terminated.
• Modifications & notice: Big Asere may modify this Agreement or rates with at least 7 days' written notice; continued use is acceptance.
• Binding arbitration; class-action & jury-trial waiver: Disputes are resolved by binding individual arbitration (AAA) in Nebraska. The parties WAIVE any right to a jury trial and to any class or representative action.
• Statute of limitations: Any claim must be filed within ONE (1) YEAR after it arises, or it is permanently barred.
• Assignment: The Restaurant may not assign without consent; Big Asere may assign to a successor or affiliate.
• Severability: If any provision is unenforceable, the rest remains in force.
• Entire agreement: This Agreement and referenced policies are the entire agreement and supersede prior understandings.
• Notices: Notices are given by email to support@bigasere.com and to the Restaurant's email on file.
• Waiver: A failure to enforce a provision is not a waiver.
• Survival: Indemnification, limitation of liability, confidentiality, arbitration and payment obligations survive termination.
• No third-party beneficiaries: This Agreement benefits only the parties.
• Electronic signature & acceptance: Accepting on the Platform constitutes a binding electronic signature under the E-SIGN Act and Nebraska's UETA.

11. Governing Law

This Agreement is governed by the laws of the State of Nebraska. Disputes are subject to the dispute-resolution process in our Dispute Resolution Policy, with venue in Lincoln County, Nebraska.