Restaurant Partner Agreement

1. Services Provided

Big Asere provides the following services to Restaurant Partners, depending on the agreed business model:

• Online Ordering Marketplace: Customer-facing platform listing the restaurant's menu for online ordering.
• Payment Processing: Secure payment collection via Stripe, with commission deducted prior to remittance.
• Delivery Logistics (Platform Model): For Platform Model partners, Big Asere dispatches drivers and manages delivery fulfillment.
• Order Management Tools: Access to an administrative portal to view, accept, and manage incoming orders.
• Customer Support: Big Asere handles customer inquiries and disputes related to delivery issues.
• Marketing: Restaurant listing, promotional features, and visibility within the Big Asere platform.

2. Commission Structure

Commissions are calculated as a percentage of the order subtotal (excluding delivery fees and customer tips).

All commission rate adjustments require a minimum of 7 days written notice to the Restaurant Partner via the contact email on file.

3. Price Markups

Big Asere may apply a markup percentage to displayed menu prices on the platform. This markup is applied to the customer-facing menu items to help offset platform operating costs.

• The markup percentage is set at onboarding and is configurable by Big Asere.
• Restaurant Partners will be informed of the applicable markup at onboarding.
• Customers see the marked-up price before checkout (no hidden fees, per FTC 2026 rules); the Restaurant Partner receives their base price, less commission.
• Commission plus markup combined may not exceed 25% (Platform/Pickup) or 15% (BYOD). The External model uses no markup.
• Markup adjustments require 7 days written notice.

4. Restaurant Responsibilities

The Restaurant Partner agrees to the following obligations:

• Accurate Menu & Pricing: Maintain an accurate, up-to-date menu with correct pricing, item descriptions, and availability. Notify Big Asere promptly of menu changes.
• Timely Fulfillment: Fulfill orders within the stated preparation time communicated to customers. Persistent delays may result in partnership review.
• Advance Notice of Closures: Notify Big Asere at least 24 hours in advance of planned closures, holidays, or unavailability. Failure to notify resulting in customer refunds may be charged back to the Partner.
• Food Safety Compliance: Maintain compliance with all applicable local and state food safety and health department regulations at all times.
• Order Accuracy: Make best efforts to fulfill orders accurately. Do not accept orders that cannot be fulfilled due to ingredient unavailability.
• Professional Conduct: Treat Big Asere drivers and customers with professionalism and respect.

5. Big Asere Responsibilities

Big Asere commits to the following obligations to Restaurant Partners:

• Payment Processing & Remittance: Collect customer payments and remit the Restaurant Partner's share (order subtotal less commission) within 7 business days of each order.
• Order Management Tools: Provide access to an administrative portal for viewing and managing orders in real time.
• Platform Marketing: List the restaurant on the Big Asere platform and market it to customers in the North Platte area.
• Customer Support for Delivery: Handle customer inquiries and disputes specifically related to delivery issues, driver performance, and platform functionality.
• Written Notice of Changes: Provide at least 7 days' written notice before any changes to commission rates or material terms of this Agreement.

6. Payment Remittance

Big Asere remits earned funds to Restaurant Partners on a weekly basis (each Monday for the prior week's completed orders).

• Payment methods: ACH bank transfer or check.
• Minimum threshold: A minimum balance of $50 is required for remittance. Balances below $50 carry over to the following week.
• Deductions: Remittances are net of the agreed commission percentage and any approved customer refunds attributed to restaurant error.
• Payment information: Partners must provide accurate banking or mailing information. Big Asere is not responsible for delays caused by incorrect payment information.

7. Termination

Either party may terminate this Agreement with 14 days written notice to the other party via email.

Immediate Termination: Big Asere reserves the right to terminate this Agreement immediately and without notice in cases of:

• Fraud or misrepresentation by the Restaurant Partner
• Serious or repeated food safety violations
• Health department closure or license revocation
• Repeated failure to fulfill accepted orders
• Conduct that damages Big Asere's reputation or customer relationships

Upon termination, all pending remittances owed to the Partner will be paid within 14 days, less any outstanding customer refund obligations.

8. Intellectual Property

The Restaurant Partner grants Abraham Oviedo Services, LLC a non-exclusive, royalty-free, worldwide license to use the restaurant's name, logo, photographs, and menu content solely for the purpose of marketing and operating the restaurant's listing on the Big Asere platform.

This license terminates upon termination of this Agreement. Big Asere will remove the Partner's branding and content from the platform within 7 days of termination.

9. Confidentiality

Both parties agree to keep the specific terms of this Agreement — including commission rates, markup percentages, payment schedules, and any other negotiated terms — strictly confidential.

Neither party may disclose these terms to third parties without the prior written consent of the other party, except as required by law.

10. Indemnification

The Restaurant Partner agrees to indemnify, defend, and hold harmless Abraham Oviedo Services, LLC DBA Big Asere and its owners, officers, employees, drivers, and agents from any and all claims arising out of food quality, food safety, food-borne illness, allergen mislabeling, the Restaurant's menu/pricing/preparation, its violation of law or this Agreement, its own drivers or staff, or any third-party rights it infringes.

11. Limitation of Liability & Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Big Asere shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or lost profits. Big Asere's total cumulative liability shall not exceed the total commission paid in the 3 months preceding the claim.

The Platform is provided "AS IS" and "AS AVAILABLE" without warranties except those that cannot be excluded by law. Big Asere does not warrant uninterrupted or error-free operation or any particular order volume.

12. Food Safety, Allergens, Licensing & Insurance

• Nebraska Food Code: The Restaurant must comply with the Nebraska Food Code, local health rules, and pass all required inspections.
• Allergens & nutrition: The Restaurant is solely responsible for accurate allergen and nutritional information. Big Asere is NOT responsible for allergens or food-borne illness.
• Packaging: The Restaurant must package orders securely and tamper-evident for transport.
• Licenses & insurance (auto-suspension): The Restaurant must keep current its business license, health permit, food-handler certification, and liability insurance. Expired or revoked documents result in AUTOMATIC suspension until cured.
• Menu & price accuracy: The Restaurant is responsible for accurate menu, prices, and availability. Markups are capped at 30% and disclosed before checkout.

13. Data Protection (NDPA 2025)

Both parties comply with the Nebraska Data Privacy Act (Neb. Rev. Stat. § 87-97 et seq.). Customer data shared for fulfillment may be used ONLY to fulfill the order and not sold or used for the Restaurant's own marketing without consent.

14. Force Majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including weather, disasters, pandemic, traffic, labor disputes, utility or payment-processor outages, or governmental action.

15. General Provisions

• Term & renewal: Effective on account approval; renews automatically month-to-month until terminated.
• Modifications & notice: Modifiable with 7 days' written notice; continued use is acceptance.
• Arbitration; class-action & jury-trial waiver: Binding individual arbitration (AAA) in Nebraska; parties WAIVE jury trial and any class or representative proceeding.
• Statute of limitations: Claims must be filed within ONE (1) YEAR or be barred.
• Assignment: Restaurant may not assign without consent; Big Asere may assign to a successor or affiliate.
• Severability & entire agreement: If any provision is unenforceable, the rest remains in force. This is the entire agreement and supersedes prior understandings.
• Notices & waiver: Notices by email to support@bigasere.com and the Partner's email on file. Non-enforcement is not a waiver.
• Survival & no third-party beneficiaries: Indemnification, liability limits, confidentiality, arbitration, and payment obligations survive termination. Benefits only the parties.
• Electronic signature: Accepting on the Platform is a binding electronic signature under the E-SIGN Act and Nebraska's UETA.

16. Governing Law & Disputes

This Agreement shall be governed by the laws of the State of Nebraska.

Any dispute arising from this Agreement that cannot be resolved by good-faith negotiation shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with arbitration conducted in Lincoln, Nebraska.

Both parties waive the right to participate in class-action proceedings.

17. Contact

For questions about this Agreement, partnership opportunities, or notices: