These Terms and Conditions of Sale (the "Terms") govern the purchase of CUBO beverage machines and related equipment from CUBO Beverages, Inc. ("CUBO," "Seller," "we," "us," or "our") by the purchaser ("Buyer," "you," or "your"). By submitting an order, accepting a quotation, paying an invoice, or purchasing Equipment through a CUBO-authorized sales channel, Buyer agrees to these Terms. These Terms apply only to purchases made for business or commercial purposes. Buyer represents and warrants that it is purchasing the Equipment for use in a business, trade, or professional capacity, and not for personal, family, or household use.
"Accessory Items" means items used with the Equipment, including stands, racks, displays, cups, signage, merchandising materials, water or waste accessories, and other items approved by CUBO.
"Authorized Distributor" means a distributor, dealer, reseller, or other supplier expressly authorized by CUBO to sell CUBO Pods.
"CUBO Pod" means a genuine, sealed beverage pod produced by or for CUBO and authorized by CUBO for use in the Equipment.
"Equipment" means any CUBO-branded beverage machine, device, system, or related hardware purchased by Buyer.
"Products" means collectively, the Equipment, CUBO Pods, and Accessory Items, as applicable.
"Software" means all software, firmware, embedded code, interfaces, databases, RFID-related functionality, and other software technology incorporated in or used with the Equipment.
CUBO will sell and Buyer will purchase the Equipment identified in an accepted purchase order, signed quotation, online order, invoice, or other written order confirmation (each, an "Order"). The applicable purchase price is the price stated in the Order. Unless otherwise stated, prices exclude shipping, installation, taxes, duties, and similar charges.
An Order becomes binding when accepted by CUBO and any required deposit or payment has been received. A binding Order may not be cancelled except with CUBO's written consent. CUBO may condition an approved cancellation on reimbursement of costs already incurred or other reasonable cancellation charges.
Buyer is responsible for all applicable sales, use, excise, transaction, and similar taxes or governmental charges relating to the purchase, except taxes imposed on CUBO's net income.
Buyer shall pay invoices according to the payment terms stated in the applicable Order or invoice. If no payment terms are stated, payment is due upon invoice. Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Buyer is responsible for reasonable collection costs incurred in collecting undisputed past-due amounts.
Any delivery date is an estimate unless CUBO expressly agrees in writing that a date is guaranteed. CUBO will use commercially reasonable efforts to meet confirmed delivery dates but is not liable for delays outside its reasonable control. Buyer is responsible for shipping and related charges unless otherwise stated in the Order.
Buyer shall inspect the Equipment promptly upon delivery and notify CUBO in writing of visible shipping damage, shortages, or material nonconformity within five (5) business days. Failure to provide timely notice constitutes acceptance as to readily observable conditions, without limiting Buyer's rights under the warranty in Section 10.1.
Unless otherwise stated in the Order, risk of loss passes to Buyer upon delivery to Buyer's specified destination. Title to the Equipment passes only after CUBO has received the full purchase price and all applicable taxes, shipping charges, interest, and other amounts due for that Equipment.
Until full payment is received, Buyer grants CUBO a purchase-money security interest in the unpaid Equipment and its proceeds and authorizes CUBO to file UCC financing statements or similar notices where permitted by law. Buyer shall not grant a lien or other encumbrance on unpaid Equipment.
Buyer is responsible for ensuring that the installation site satisfies all requirements specified by CUBO, including appropriate electrical power, water supply, drainage or waste arrangements, counter space, ventilation, internet or connectivity where applicable, and compliance with applicable building, health, foodservice, and safety requirements. Unless expressly included in an Order, installation and site preparation are Buyer's responsibility. Buyer shall operate, clean, sanitize, and maintain the Equipment in accordance with CUBO's then-current manuals, instructions, training materials, and reasonable operating requirements.
The Equipment is designed, tested, and intended for use exclusively with genuine CUBO Pods. Buyer shall not use, or permit the use of, any third-party, counterfeit, modified, refilled, tampered, or otherwise unauthorized pod, container, ingredient pack, or consumable in the Equipment.
Buyer shall purchase CUBO Pods exclusively from a distributor, dealer, reseller, or other supplier approved or designated by CUBO (an "Authorized Distributor"), unless CUBO expressly agrees otherwise in writing. Buyer is solely responsible for opening and maintaining an account with the applicable Authorized Distributor and for satisfying that Authorized Distributor's onboarding, credit, payment, and other account-approval requirements. Approval by CUBO to purchase Equipment does not constitute or guarantee approval by any Authorized Distributor. Pod pricing, ordering, invoicing, payment, delivery, credit terms, and account status are established and administered by the applicable Authorized Distributor. CUBO may add, remove, replace, or designate Authorized Distributors from time to time.
CUBO is not responsible for equipment damage, malfunction, contamination, food-safety issues, product-quality issues, personal injury, property damage, or other claims to the extent caused by or arising from the use of a non-genuine or unauthorized pod, ingredient, consumable, or accessory. Such use may void warranty coverage to the extent the relevant defect, failure, or damage results from that use.
CUBO may add, discontinue, reformulate, replace, or temporarily suspend CUBO Pod flavors or SKUs. Unless separately agreed in writing, purchase of Equipment does not guarantee the continued availability of any particular flavor or SKU.
IMPORTANT ALLERGEN NOTICE. CUBO beverages may contain or come into contact with traces of Tree Nuts, Dairy, Wheat, and Mushrooms because different beverages are prepared using the same Equipment. Buyer is responsible for informing its customers and end users of potential allergen cross-contact, displaying or providing allergen information as appropriate, and taking all precautions required by applicable law and by Buyer's own food-safety policies. Buyer is also responsible for the proper storage, handling, preparation, and service of CUBO Pods after delivery to Buyer or its designated location.
Buyer shall not, and shall not permit any third party to: (a) reverse engineer, disassemble, decompile, decrypt, or attempt to derive source code or proprietary technology from the Equipment or Software, except to the extent such restriction is prohibited by law; (b) modify or circumvent Equipment safety, identification, RFID, software, connectivity, or operating controls; (c) perform repairs other than routine cleaning or maintenance expressly authorized by CUBO; or (d) remove or alter CUBO trademarks, serial numbers, proprietary notices, or product identification. Buyer may relocate purchased Equipment within the United States, provided the new location satisfies CUBO's installation requirements. Buyer should notify CUBO of relocation so that service and warranty records can be kept current.
Equipment may contain Wi-Fi, cellular, RFID, or other connectivity features capable of capturing, storing, receiving, and transmitting operational and usage information, including machine status, performance, cleaning cycles, error codes, Software or firmware versions, and the number, type/SKU, timing, or settings associated with CUBO Pods processed (collectively, "Equipment Data"). CUBO may collect and use Equipment Data to operate and support the Equipment and CUBO ecosystem, provide service and maintenance, diagnose issues, administer warranty coverage, improve products and recipes, manage inventory and distribution, analyze aggregate usage, and protect CUBO's contractual and intellectual-property rights. Buyer shall not intentionally disable, delete, falsify, or interfere with Equipment Data or required connectivity where such connectivity is necessary for normal Equipment functionality, safety, updates, or service. CUBO does not sell Equipment Data to third parties for their own marketing purposes. CUBO will handle personal information, if any, in accordance with its applicable privacy policy.
If Buyer fails to pay amounts owed directly to CUBO for the Equipment when due, CUBO may, after providing at least ten (10) days' written notice and an opportunity to cure, suspend Software or connected services related to the unpaid Equipment until all past-due amounts are paid. CUBO will not remotely deactivate or disable the physical operation of the Equipment for nonpayment. CUBO will restore suspended Software or connected services promptly after cure. This Section does not authorize CUBO to suspend services to fully paid Equipment solely because Buyer has a payment dispute with an independent Authorized Distributor.
CUBO warrants that, for a period of one (1) year from the date of confirmed delivery (the "Warranty Period"), the Equipment will be free from defects in materials and workmanship under normal use, installation, and maintenance. If a covered defect arises during the Warranty Period, CUBO will, at its option and at no charge for parts and labor, repair the affected Equipment or defective part, replace it with a new or refurbished equivalent, or refund the purchase price for the affected Equipment. Buyer must notify CUBO of the claimed defect during the Warranty Period and provide reasonable proof of purchase and delivery date. This warranty is personal to the original Buyer and does not transfer to a subsequent owner unless CUBO agrees otherwise in writing. Except as expressly stated in this Section 10.1, and to the fullest extent permitted by law, CUBO disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.
Warranty coverage does not apply to damage or failure caused by misuse, abuse, neglect, improper installation, improper electrical/water/waste connections, failure to clean or maintain the Equipment as instructed, unauthorized modification or repair, accident, vandalism, use outside specified operating conditions, or use of unauthorized pods, consumables, or accessories to the extent they cause the claimed damage or failure.
Repairs beyond routine maintenance shall be performed by CUBO or a service provider authorized by CUBO. CUBO may use remote diagnostics and may require the Equipment to be returned or shipped to an authorized service location. Out-of-warranty repairs may be subject to diagnostic, labor, parts, and shipping charges communicated to Buyer before repair. See also our Tutorials & Troubleshooting guide, as many issues can be resolved without a service ticket.
CUBO and its licensors retain all right, title, and interest in and to CUBO's patents, inventions, designs, trademarks, trade dress, recipes and formulae, know-how, confidential information, RFID technology, Software, firmware, interfaces, databases, algorithms, technical documentation, and other intellectual property. Purchase of Equipment transfers ownership of the tangible Equipment after full payment but does not transfer ownership of any CUBO intellectual property or Software. Subject to these Terms, CUBO grants Buyer a limited, non-exclusive, non-transferable except with a lawful transfer of the Equipment, non-sublicensable license to use embedded Software solely as necessary to operate the Equipment for its intended purpose. No right is granted to copy, extract, modify, commercialize, or create derivative works from CUBO Software or proprietary technology.
Subject to the limitations in these Terms, CUBO will defend and indemnify Buyer against third-party claims for bodily injury or tangible property damage to the extent directly caused by a manufacturing defect in Equipment supplied by CUBO, and against third-party claims that Buyer's authorized use of the Equipment infringes a United States patent, copyright, or trademark, provided Buyer promptly notifies CUBO, permits CUBO to control the defense and settlement, and reasonably cooperates.
Buyer will defend, indemnify, and hold harmless CUBO and its officers, directors, employees, and agents from third-party claims, liabilities, damages, and reasonable costs arising from Buyer's negligence, willful misconduct, improper installation, storage, operation, cleaning, maintenance, service, unauthorized modification, use of unauthorized products, failure to provide required allergen or food-safety information, or material breach of these Terms, except to the extent caused by CUBO's negligence or a manufacturing defect for which CUBO is responsible.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF USE, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM THE PURCHASE, DELIVERY, USE, SERVICE, OR PERFORMANCE OF THE PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, CUBO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE EQUIPMENT OR THESE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO CUBO FOR THE SPECIFIC EQUIPMENT GIVING RISE TO THE CLAIM. Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law.
Subject to the conditions below, Buyer may return newly purchased Equipment within thirty (30) calendar days after confirmed delivery for a refund of the Equipment purchase price, less a ten percent (10%) restocking fee and any other non-refundable charges expressly stated in the applicable Order.
To qualify for this money-back guarantee, the Equipment must be returned in like-new condition, clean, undamaged, and in good working order, with all original components, accessories, manuals, and packaging. Equipment showing excessive use, misuse, abuse, damage, unauthorized modification or repair, missing parts, or other material deterioration beyond reasonable evaluation may be refused or may be subject to additional deductions reflecting the loss in value, repair, cleaning, replacement, or refurbishment costs.
Buyer must contact CUBO within the thirty (30)-day return period and obtain return authorization and return instructions before shipping the Equipment. Buyer is solely responsible for all packing, handling, insurance, and return shipping costs and bears the risk of loss or damage until the returned Equipment is received by CUBO at the designated return location.
After CUBO receives and inspects the returned Equipment and confirms that the return satisfies these requirements, CUBO will issue the applicable refund, less the ten percent (10%) restocking fee and any permitted deductions. Original shipping, delivery, installation, expedited freight, payment-processing, and similar charges are non-refundable unless otherwise required by law.
The money-back guarantee applies only to the Equipment purchased from CUBO. CUBO Pods and other consumable products are not returnable or refundable and are not covered by this guarantee. Any return, refund, or credit for Pods purchased from an Authorized Distributor is subject solely to that Authorized Distributor's applicable policies and terms, if any.
After expiration of the 30-day return period in Section 14.1 and up to twelve (12) months after the original confirmed delivery date, CUBO may, in its sole discretion and subject to inspection of the Equipment, offer to repurchase the Equipment from the original Buyer at a buy-back price of up to fifty percent (50%) of the original Equipment purchase price, less any applicable deductions for condition, missing components, or required refurbishment. This buy-back program is offered solely at CUBO's discretion, is not a right or entitlement of Buyer, does not obligate CUBO to make an offer or to make the same offer to any other Buyer, and may be modified, limited, or discontinued by CUBO at any time without notice. Any repurchase under this Section 14.6 will be documented in a separate written agreement between CUBO and Buyer.
CUBO is not liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disruption, transportation interruption, government action, utility or telecommunications failure, cyber incidents not caused by CUBO's failure to use reasonable safeguards, or shortages of materials, components, ingredients, or transportation capacity.
These Terms and all disputes arising out of or relating to them are governed by the laws of the State of California, without regard to conflict-of-laws principles.
Except for claims that qualify for small claims court, any dispute arising out of or relating to these Terms, an Order, or the Equipment shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, conducted by a single arbitrator in Los Angeles County, California. Judgment on the arbitration award may be entered in any court having jurisdiction. Each Party is responsible for its own attorneys' fees and costs except as the arbitrator may otherwise award under applicable law.
All disputes shall be resolved on an individual basis only. Neither Party may bring or participate in a class, collective, consolidated, or representative action, and the arbitrator may not combine more than one party's claims into a single proceeding.
These Terms and the applicable Order constitute the agreement between CUBO and Buyer concerning the sale of the Equipment and supersede prior communications concerning that sale. If an Order expressly states that a provision overrides these Terms, that provision controls for that Order. Terms contained in Buyer's purchase order or other document do not modify these Terms unless expressly accepted in writing by an authorized representative of CUBO.
CUBO may update these Terms prospectively for future purchases. The version in effect when an Order is accepted governs that Order unless the Parties agree otherwise in writing.
Buyer may not assign these Terms or its rights or obligations relating to an unpaid Order without CUBO's prior written consent. CUBO may assign these Terms in connection with a merger, reorganization, financing, sale of assets, or transfer of the relevant business.
Failure to enforce a provision is not a waiver. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.
Notices to CUBO under these Terms may be sent to CUBO Beverages, Inc., 5630 Venice Blvd., Suite 6101, Los Angeles, CA, or to cubocare@cubopods.com. Notices to Buyer may be sent to the address or email associated with Buyer's Order.
Orders, acceptances, notices, and agreements may be completed electronically, and electronic acceptance has the same effect as a handwritten signature to the extent permitted by law.
CUBO Beverages, Inc.
5630 Venice Blvd. Suite 6101, Los Angeles, CA 90019, USA
Email: cubocare@cubopods.com