• Last Updated: 6/12/2025

    INTRODUCTION

    This Cafe Terms of Service Agreement (the "Cafe Terms") is entered into by and between Okapi Reusables, LLC an Oregon limited liability company, with offices located at 5441 S Macadam Avenue #4344, Portland, Oregon 97239 ("Okapi", “we”, or “us”) and you ("Cafe" or “you”). and together with Okapi, the "Parties", and each a "Party"). 

    Okapi is in the business of providing durable, reusable cups, containers, lids, and support materials (the “Service”) to participating cafes, coffee shops and other businesses that serve food and beverages in order to help facilitate the reduction of single use food ware. Okapi facilitates the Service to end consumers through a software application that is available for download on Google Play and the Apple App Store (the “App”). Okapi intends to provide the Service to Cafe, and Cafe wishes to use the Service and direct end-consumers to the App. 

    Please read the Cafe Terms carefully before you start to use the Services. By using the Services, signing a Service Order form (“Service Order”) for Okapi cups and our Services, or clicking to accept or agree to the Café Terms when this option is made available to you, you accept and agree to be bound and abide by these Café Terms and our Privacy Policy, incorporated herein by reference. If you are entering into these Café Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Café Terms, in which case the term “Cafe” will refer to such entity. If you do not have such authority, or if you do not want to agree to these Café Terms or the Privacy Policy, you must not access or use the Services.

    The Services are offered to cafes in the United States. By using the Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all these requirements, you must not access or use the Services.

    SECTION 1. SCOPE OF SERVICES. 

    1. SERVICE DESCRIPTION. Okapi provides a consistent stock of durable and reusable containers, lids, and support materials to participating Cafés to facilitate borrowing by end consumers. 

    The Terms of Service (https://www.okapi-reusables.com/terms-of-service) and Privacy Policy (https://www.okapi-reusables.com/privacy-policy) must be agreed to by the end consumer to successfully create an account and use Okapi services. When enhancements to the App are available, Okapi will notify Members to download updates to ensure the Café and Members experience runs as smoothly and efficiently as possible.

    Once an account is created, end consumers pay a one-time membership fee to become an Okapi member (the “Member”). When the Member visits a participating cafe, they may place their order as usual but indicate to the Cafe employee that they want their order served in an Okapi reusable container.  The Member shows cafe staff the app confirmation screen to confirm eligibility to borrow the container. The Member has fifteen (15) days to return the cup or container to the return bin in the Café or a bin at any other participating cafe. To finalize return of the container, the Member uses the App to scan the QR code at the return bin and place the used container and lid in the bin. Failure to return the container will result in a fee to the Member. Okapi is responsible for contacting Members about overdue or lost containers. 

    1.2 OWNERSHIP OF CONTAINERSAND LIDS. Okapi retains ownership of the reusable food ware and lids but provides them as part of the Service to Café during the term specified in  the Service Order. The Service rendered by Okapi does not transfer any title of Okapi property to Cafe. 

    1.3 PRODUCTS AND SUPPORT MATERIALS. Okapi will provide cups, lids, and support materials (such as return bins and QR code signs) to Cafes to start the Service.  Okapi will work with Cafe to display cups in such a way that they are easily recognizable to customers.

    1.4 PROMOTION. Okapi will announce Café asa member of the Okapi network to Okapi’s social media followers, email subscribers, and the Okapi website (www.okapi-reusables.com). 

    1.5 TRAINING. Okapi will provide training to all Café staff on a mutually agreed-upon date during the week preceding the start of the service. Training will cover: (1) an overview of how Okapi operates; (2) app demonstration; (3) expectations for service; and (4) best practices for presenting and providing the Okapi service.

    1.6 MONTHLY PARTICIPATION SUMMARY. Okapi will track the number of cups borrowed via the App.  Café will be provided monthly summaries on the number of cups borrowed. Okapi will only share aggregate generalized data with Cafes, and no personally identifying information of end consumers will be provided.

    1.7 CUSTOMER SUPPORT. An Okapi representative will be accessible by phone, text, and email during Café hours and will respond to all Café and user questions within two (2) business days of receipt.

    1.8 INVENTORY MANAGEMENT. Okapi will track the number of containers and lids borrowed and returned to the Café and check-in with the Cafe monthly, or as needed, to obtain a current inventory count. Okapi will assure adequate inventory to cover demand. Okapi reserves the right to reduce stocking levels if the Cafe is overstocked. Okapi is responsible for contacting Members about overdue or lost containers. 

    1.9 FEEDBACK. Okapi will share any comments and feedback about the cleanliness of containers and lids with Café on a prompt basis.


    SECTION 2. CAFÉ RESPONSIBILITIES.

    2.1 STAFF POINT PERSON. The Café shall select a staff member who will act as a point person (the “Okapi Champion”) to provide on-site expertise about Okapi and to educate new staff on the Service. The Okapi Champion will respond promptly to questions or requests from Okapi within twenty-four (24) hours.

    2.2 IN-HOUSE PROMOTION. Café staff will present Okapi Reusables as a to-go option to as many customers as is practically feasible, to build awareness and encourage people to consider becoming a Member. Ideal Members are regular customers who order drinks to-go two (2) or more times per week. Cafe staff will display the Okapi cup display, poster, and borrow sign on or near the cafe counter, and will post return sign on or near the return bin.

    2.3 CONTAINER AND LID CLEANLINESS. The Café will wash and sanitize Okapi containers and lids before first use and all subsequent uses in the same manner as required by the applicable regulation of the state where the Cafe is located. 

    2.4 CUSTOMER SUPPORT. The Café will serve drinks in Okapi containers when requested, and guide Members to return used containers and lids to the return bin.

    2.5 CHECK-IN MEETINGS. Each month, for the first three (3) months of the Service Order, and then quarterly thereafter, the Café Okapi Champion will participate in brief check-in meetings with Okapi to discuss the Service and share feedback from customers, Members, and staff. The check-in meets will occur on a mutual agreed upon date. 

    2.6 LICENSES. The Cafe shall obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Service before the date on which the Service is to start. 

    SECTION 3. TERM OF AGREEMENT.

    3.1 EFFECTIVE DATES. Okapi will provide the Service to the Café beginning on the Effective Date noted on the Service Order and shall be in effect for the following twelve (12) months (the “Term”).  Upon expiration of the Term, this agreement shall be automatically renewed on a month-to-month basis until termination in accordance with the provisions of this Agreement.

    3.2 TERMINATION. If the Café wishes to terminate the Service prior to end of the term, it shall provide Okapi 30 days notice in writing. Okapi may terminate this Agreement with immediate effect upon written notice to Cafe if Cafe: (1) fails to pay any amount when due under this Agreement and such failure continues for 30days after written notice of nonpayment; (2) has not otherwise performed or complied with any terms of this Agreement, in whole or in part; or (3) becomes in solvent, files a petition for bankruptcy or commences or has commenced against it proceedings related to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. 

    3.3 RETURN OF MATERIALS. Upon termination of the Service, the Café will return all property of Okapi to Okapi within 30 days.

    SECTION 4. FEES, INVOICING & PAYMENT TERMS.

    4.1 FEES, INVOICING & PAYMENT. Cafe will be charged fees, provided invoices, and will make payment to Okapi as outlined in the Service Order. 

    SECTION 5. REPRESENTATIONS AND WARRANTIES

    5.1 Okapi. Okapi hereby represents and warrants to Café that for the term of the Service Order: (i) Okapi shall not violate any applicable laws and regulations; (ii) Okapi holds and has complied with all permits, licenses and other governmental authorizations necessary for conducting, carrying out and continuing its operations and business; and (iii) Okapi is an independent contractor for all purposes, and will be responsible and liable for its own taxes, social contributions and all other tax related matters.

    5.2 Café. Café hereby represents and warrants to Okapi that for the term of the Service Order: (i) Café shall not violate any applicable laws and regulations; (ii) Café holds and has complied with all permits, licenses and other governmental authorizations necessary for conducting, carrying out and continuing its operations and business.

    5.3 Okapi and Café. Okapi and Café each represent and warrants to the other that for the term of the Service Order: (i) it has the full corporate power and authority to enter into and perform its obligations under these Café Term and the Service Orders; (ii) it has taken all corporate action required by it to authorize the execution and performance of these Café Terms and the Service Order; and (iii) this agreement constitutes legal valid and binding obligations in accordance with its terms.

    5.4 Exclusions. Except as otherwise expressly provided in these Café Terms, neither Okapi or Café makes any representation or warranty, express or implied, in connection with the subject matter of this agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter.

    SECTION 6. INDEMNIFICATION

    Café agrees to fully exonerate, indemnify, defend and hold harmless Okapi its members, manager, officers, directors, and employees from any claim, liability, damage, or loss, or any cost or expense in connection therewith (including reasonable attorney fees), whether suffered directly or from a third-party claim based upon or arising out of: (i) the violation of any statute, ordinance or regulation by Café, its employees, subcontractors and agents, (ii) any other willful or negligent act or omission of Café, its employees, subcontractors or agents, arising from or in connection with this Agreement, or (iii) breach or violation of this Agreement by Café, its employees, subcontractors or agents. The provisions of this Section 6 will survive the termination of the Service Order and these Café Terms.

    SECTION 7. INTELLECTUAL PROPERTY. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to Cafe under these Café Terms or prepared by or on behalf of Okapi in the course of performing the Services, including any items identified as such in the Service Order (collectively, the "Deliverables"),  except for any Confidential Information of Cafe or Cafe materials, shall be owned exclusively by Okapi. Okapi hereby grants Cafe a license to use all Intellectual Property Rights in the Service free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis, solely to the extent necessary to enable Cafe to make reasonable use of the Services.

    SECTION 8. CONFIDENTIAL INFORMATION. All non-public, confidential or proprietary information of a party (the “Discloser”), including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to Cafes, pricing, and marketing (collectively, "Confidential Information"), disclosed by the Discloser to the other (the “Recipient”), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the provision of the Services and these Café Terms is confidential, and shall not be disclosed or copied by the Recipient without the prior written consent of the Discloser. Confidential information does not include information that is: (1) in the public domain; (2) known to the Recipient at the time of disclosure; or (3) rightfully obtained by the Recipient on a non-confidential basis from a third party. Okapi and Cafe agree to use the Confidential Information only to make use of the Services. Okapi and Cafe shall be entitled to injunctive relief for any violation of this Section. 

    SECTION 9. LIMITATION OF LIABILITY. In no event shall Okapi be liable to Cafe or to any third party for any loss of use, revenue or profit or loss of data or diminution in value, or for any consequential, incidental, indirect, exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not Okapi has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. Subject to direct damages, Cafes total liability to Okapi shall not exceed the total amount in fees paid by Cafe to Okapi in the twelve (12) months preceding the event giving rise to the claim. To the extent available by law, the limitation set out above does not apply to liability resulting from Okapi’s gross negligence, willful misconduct, death or bodily injury caused by the Service. The foregoing does not affect any liability that cannot be excluded or limited under applicable law.


    SECTION 10. MISCELLANEOUS PROVISIONS.

    10.1 BINDING EFFECT. These Café Terms are binding on and inures to the benefit of the parties and their respective heirs, personal representatives, successors, and assigns, and extends to licensees and those using each party’s respective marks with permission of the parties.

    10.2 GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the state of California, without regard to conflict-of-laws principles. 

    10.3 SUBMISSION TO JURISDICTION. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the City of Mountain View and County of Santa Clara, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

    10.4 CHANGES TO THE CAFÉ TERMS. Okapi may revise and update these Cafe Terms at any time in its sole discretion. All changes will become effective immediately upon posting and will apply to all access to and use of Okapi’s services in the future. Through the continued use of Okapi’s services after any revision(s) to these Cafe Terms are posted, Cafe agrees to be bound by the updated terms. Cafe is expected to periodically review this page to stay informed of any changes, as they are binding once posted. 

    10.5 DEFAULT OR BREACH. Nothing in these Café Terms will be construed so as to impair any legal or equitable right of any party to enforce any of the promises, representations, terms, and conditions of these Café Terms by any means, including without limitation, an action for damages or a suit to obtain specific performance of any or all of the representations, promises, terms, or conditions of these Café Terms.

    10.6 ASSIGNMENT. Cafe shall not assign any of its rights or delegate any of its obligations under these Café Terms without the prior written consent of Okapi. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Cafe of any of its obligations under these Café Terms. 

    10.7 ATTORNEYS’ FEES. In the event any proceeding to enforce any provision of these Café Terms, the party prevailing in such proceeding shall be entitled, in addition to such other relief as may be granted, to receive from the other party all costs and expenses, including without limitation its reasonable attorneys’ fees, incurred in connection with such proceeding and any appeal therefrom.

    10.8 ARBITRATION. Notwithstanding any provision in these Café Terms to the contrary, any claim arising out of or related to this Agreement will be resolved exclusively by arbitration, which, unless the parties agree otherwise in writing, will be administered by and in accordance with the rules of the California Arbitration and Mediation Services (CAMS). If the California Arbitration and Mediation Services is unable or unwilling to handle the mediation and arbitration, and the parties cannot stipulate to an appropriate mediator and/or arbiter, a presiding judge of the Circuit Court of the State of California for Santa Clara County shall appoint an arbiter and the matters shall be resolved through binding arbitration. The place of arbitration will be Santa Clara County, California. The award rendered by the arbitrator will be final and binding, and judgment may be entered on the award in any court having jurisdiction. The parties may endeavor to resolve disputes by mediation at any time as they may agree, provided, however, that resolution of disputes by mediation is not required prior to initiating resolution of disputes by arbitration.

    10.9 WAIVER. Any provision or condition of these Café Terms may be waived at any time, in writing, by the party entitled to the benefit of such provision or condition. Waiver of any breach of any provision will not be a waiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision.

    10.10 NOTICE. All notices, demands, consents, approvals, and other communications provided for herein (each, a “Notice”) shall be in writing and shall be (a) personally delivered (including by means of professional messenger service), which notices and communications shall be deemed received on receipt at the office of the addressee; (b) sent by registered or certified mail, postage prepaid, return receipt requested, which notices and communications shall be deemed received three days after deposit in the United States mail; (c) sent by overnight delivery using a nationally recognized overnight courier service, which notices and communications shall be deemed received one business day after deposit with such courier; or (d) sent by email, which notices and communications shall be deemed received on the delivering party’s receipt of a transmission confirmation.

    10.11 SEVERABILITY.  If any provision of these Café Terms or portion thereof should be declared invalid for any reason, the invalid provision or portion thereof shall be deemed omitted, and the remaining terms shall nevertheless be carried into effect.

    10.12 ENTIRE AGREEMENT. These Café Terms (including the Service Order and any other documents and instruments referred to in this Agreement) constitutes the entire agreement and understanding of the parties with respect to the subject matter of these Café Terms and supersedes all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter.

  • Updated:  6/12/2025

    Okapi Reusables, LLC is a reusable foodware company that provides a cup borrowing system (“Service”) to food service providers (“Providers”) and their customers (“Customers”).  We own a fleet of reusable cups and lids that are provided to a participating network of restaurants and cafes.  Our goal is to offer a convenient alternative to single-use takeout waste.  

    Okapi Reusables owns and operates this website (“Site” - www.okapi-reusables.com) and our Okapi Reusables mobile app (“App”).  Your use of the Site and App constitutes your agreement to be bound by these terms as well as our Privacy Policy (www.okapi-reusables.com/privacy-policy).

    Proper use 

    A credit card is required during account creation.  You represent and warrant that you are over 13 years of age, and authorized to use the payment method submitted with the App, and that the information you provide is correct.

    You agree to use the App to scan the QR codes displayed at the cafe each time you borrow a cup, and each time you return a cup.  

    You agree to proper use of the reusable cups and reusable lids.  Minor wear and tear is expected, but if there is significant damage to the cups or lids, we reserve the right to deem the cup “lost” and charge the Lost Cup Fee to offset the replacement cost.

    Okapi Reusables reserves the right to close your account if we notice any improper use of the service.

    Membership, Borrowing, and Lost Cup Fees

    A credit card is required on the App during account creation.  By signing up for the App and Service, you agree to the following fees.

    Membership Fee:  A one-time payment of $10 is charged upon sign up for the service

    Lost Cup Fees:  You have two weeks to return the cup (and lid, if a lid was borrowed) to a participating cafe in the network, within the cafe’s available open hours.  A reminder will be sent a few days before the due date.  If the cup is not returned within the two week period, a lost cup fee of $15 will be charged to your credit card.

    You can end your membership and close your account at any time by emailing info@okapi-reusables.com.

    Limitation of liability and Warranty Disclaimers

    Okapi Reusables supplies reusable cups and lids to restaurants and coffee shops, but is not liable for the quality of the food that the restaurants or coffee shops serve.  It is the sole responsibility of the participating restaurants and coffee shops that are part of the Okapi Reusables network to comply with federal, state, and local laws, rules, regulations and standards for safe food and foodware handling. 

    Okapi Reusables accepts no responsibility for any damage resulting from app inaccessibility, viruses, spyware, device damage, inaccuracies and errors, or damage caused by third-parties.

    Okapi Reusables provides this service on an ‘as is’ basis.  This website and app may include inaccuracies, mistakes, or errors.  We do not warrant that the content will be uninterrupted or error free.  To the maximum extent permitted by law, we will not be liable for any damages of any kind arising from the use of this website, app, or service, including, but not limited to indirect, incidental, punitive, exemplary, special, or consequential damages.  To the maximum extent permitted by applicable law, our total liability to you is limited to the amount paid to Okapi Reusables for the service.

    Indemnification

    You agree to indemnify and hold harmless Okapi Reusables, its vendors, employees, and other associated parties, against any and all claims, damages, or liabilities which arise or result from the use or improper use of the Site, App, cups,or services.

    Governing law

    This agreement will be governed by the laws of the State of Oregon.

    Modification of Terms

    Okapi Reusables reserves the right to review and modify these terms from time to time.  Changes in the Terms of Service will be effective when posted.  If terms change materially, we will notify you through email, and may at times request your acknowledgement on the app to continue service.  It is your responsibility to periodically review these Terms for changes.

    Contact information

    Questions can be emailed to info@okapi-reusables.com.