Partner Terms and Conditions

1.1 Bitezar’s mission is to make local food more accessible and affordable by connecting Consumers with businesses offering attractive prices on meals, groceries, and other Food Items. Our Platform helps local businesses reach price-conscious Consumers through special offers, discounted Food Items, promotional pricing, excess inventory, and other offers made available by participating businesses. By using the Platform, you can reach new Consumers, increase sales opportunities, promote your business, and make your Food Items more accessible to your local community.

1.2 To support our mission, we provide a simple marketplace through which Consumers can discover and purchase affordable Food Items from participating businesses in their area. Using the Platform, Consumers can access Food Items at attractive prices, while participating businesses can generate incremental sales, attract new Consumers, increase exposure, promote selected Food Items, create offers during slower business periods, and sell available inventory. Businesses determine which Food Items they make available, the prices or discounts they offer, available quantities, and applicable Pick-up periods, subject to these Store Terms and any Platform requirements.

1.3 The Platform is an online marketplace that connects Consumers with businesses that want to offer Food Items for purchase. Businesses using the Platform may include restaurants, food trucks, grocery stores, convenience stores, bakeries, cafés, manufacturers, and other food-related businesses. We refer to these participating businesses collectively as a "Store" or "Stores." Stores may use the Platform to offer discounted meals, groceries, promotional offers, special menu items, excess inventory, bundles, and other Food Items. Stores make Food Items available by creating Listings on the Platform that Consumers may purchase, subject to availability and any conditions associated with the Listing. Individuals who use the Platform to purchase Food Items listed by a Store are referred to as "Consumers."

1.4 These Store Terms ("Store Terms") are a binding legal agreement between you and Bitezar ("Bitezar") that govern your use of the websites and applications from Bitezar (collectively, the "Platform"). When used in these Store Terms, "you" or "your" means the entity or business that you represent. When used in these Store Terms, "Bitezar," "we," "us," or "our" refers to the Bitezar entity set out in Schedule 1 with whom you are contracting.

2.1 These Store Terms reflect the way that Bitezar works and among other things, the laws that apply to our relationship with you. As a result, these Store Terms help define our relationship with you as you interact with us and use our Platform. For example, these terms include:

• a. What you can expect from us and our Platform.
• b. What we expect from you, which establishes certain rules for using our Platform.
• c. What to expect from Consumers, which covers the basics of the interaction between you and Consumers using our Platform.
• d. What rights and responsibilities you have in case of disagreements between you and Bitezar, and what to expect in case of a dispute we cannot easily resolve.

2.2 Understanding these Store Terms is important because, by using the Platform you are agreeing to these Store Terms.

2.3 We maintain other terms and policies that supplement these Store Terms like our Privacy Policy, which describes our collection and use of personal data. We encourage you to read it to better understand how you can manage and delete your information.

3.1 When Consumers purchase Food Items through the Platform, they pay the applicable Purchase price through Bitezar and receive an Order Confirmation Number ("Order Number"). The Order Number is redeemable for the Food Items purchased by the Consumer at the applicable Store. You provide the purchased Food Items to the Consumer when they arrive at your designated Pick-up location and present or otherwise validate their Bitezar Order Number.

3.2 Store Account. Your Bitezar Business Profile ("Profile") is where you manage your relationship with us and use the Platform to list your Store or Stores and Food Items that will be available for Consumers to purchase ("Listings"). You must register and create an account by providing the information we reasonably require during account registration or at any time afterward. You must keep your Profile complete, accurate, and updated. Failure to provide or maintain accurate information may interfere with our ability to provide our services to you.

3.3 Listings. You may make Food Items available for purchase by Consumers through the Platform by creating a listing (each a "Listing"). Listings may include discounted meals, groceries, promotional offers, special menu items, bundles or meal kits, excess inventory, or other eligible Food Items. You are responsible for determining the Food Items included in each Listing, subject to these Store Terms and applicable Platform requirements. You are also responsible for ensuring that the price, discount, quantity, description, availability, Pick-up period, and other information associated with your Listings are accurate.

3.4 Purchases. Once you make a Listing available through the Platform, a Consumer may purchase the Food Items included in that Listing (each a "Purchase"), subject to availability and any applicable conditions disclosed in the Listing.

3.5 Pick-up. You finalize the sale of Food Items to a Consumer when the Consumer arrives at your designated Pick-up location, retrieves the Food Items purchased through the Platform, and the transaction is validated through the App ("Picked-up"). The transaction for the Food Items is between you and the Consumer, with Bitezar acting as the provider of the Platform and payment intermediary as further described in these Store Terms. You are responsible for providing an accurate Pick-up location and ensuring that purchased Food Items are available during the applicable Pick-up period.

3.6 Pick-up Time. Through your Profile or applicable Listing, you may establish the hours or specific Pick-up periods during which Consumers may retrieve their Purchases. Listings may have a final Pick-up time or other availability period after which the Listing or Purchase may become inactive. You are responsible for ensuring that Food Items provided to Consumers are safe, lawful to sell, properly handled, and provided within any applicable time limits or food-safety requirements. Food Items that may no longer legally or safely be sold or consumed must not be provided to Consumers. If a Consumer does not retrieve a Purchase within the applicable Pick-up period, Bitezar may determine whether a refund, credit, or non-refundable sale applies based on these Store Terms, applicable policies, the circumstances of the transaction, and applicable law.

4.1 We can't cover everything here but we've highlighted a few areas that are an important part of your relationship with Bitezar.

4.2 Confirm that you are authorized by your Store

It is important for us to know the Stores using our Platform are doing so through their authorized representatives. As the person accepting these Store Terms for the Store, you're acknowledging that you have the authority to accept these Store Terms for the Store.

4.3 Authorize BITEZAR to receive payments from Consumers

You grant us a power of attorney to receive payments from Consumers on your behalf in full discharge of the Consumer's payment obligation for the food items they Purchase and you sell to them.

4.4 Comply With Rules That Apply to You

You, and not Bitezar, are responsible for understanding and complying with all laws, rules, regulations, licensing requirements, and food-safety requirements applicable to your business and the Food Items you make available through the Platform. This includes requirements related to the preparation, handling, storage, labeling, sale, and provision of Food Items to Consumers.

Some specific Platform rules you must follow include:

• a. Do not list anything on the Platform other than Food Items or other products or services expressly permitted by Bitezar.
• b. Ensure that the pricing, stated retail or regular value, discount, contents, quantity, and description of each Listing are accurate and not false or misleading.
• c. If Bitezar or a Consumer requests information that you are legally required to provide regarding a Food Item, you must provide that information. This may include ingredients, allergens, labeling information, or other legally required disclosures.
• d. At Pick-up, ensure that you have provided or made available any information concerning the Food Items required by applicable law or regulation, including applicable storage, handling, allergen, or consumption information.

4.5 Food Quality and Control

You remain responsible for the safety, quality, preparation, storage, handling, labeling, and legal compliance of all Food Items you make available through the Platform. You agree to comply with our recall process as provided through the Platform or otherwise communicated to you. You must immediately remove affected Listings and notify Bitezar if:

• a. You recall or are required to recall any Food Item provided or offered to Consumers through the Platform.
• b. You become aware of a health, safety, quality, or other material risk associated with a Food Item offered through the Platform.
• c. You become aware that you are not complying with applicable laws, regulations, food-safety requirements, or product-liability requirements.
• d. You do not have, or lose, a license, permit, certification, or other authorization required to legally prepare, sell, or provide Food Items to Consumers in the applicable jurisdiction.

4.6 If any of these circumstances occur, Bitezar may cancel applicable pending Purchases, remove affected Listings, inform affected Consumers, and issue refunds for related Purchases as reasonably necessary.

5.1 Bitezar provides an online marketplace through which Stores can make Food Items and offers available to Consumers. Bitezar does not own, prepare, manufacture, store, control, or manage the Food Items listed by Stores unless expressly stated otherwise. Stores are responsible for the Food Items they list and provide to Consumers, including their quality, safety, availability, description, pricing, preparation, handling, and compliance with applicable laws. Bitezar acts as an intermediary providing the Platform and related services and is not the seller or provider of the Food Items offered by Stores.

Bitezar is not responsible for:

• a. Food Items, products, or other contents provided by a Store to Consumers.
• b. The manufacture, sale, storage, preparation, production, processing, labeling, packaging, handling, or fulfillment of Food Items by Stores, or the Store’s compliance with applicable food and product regulations.
• c. A Store’s fulfillment of its obligations to Consumers, except to the extent expressly provided in these Store Terms.

Consumer Complaints

5.2 We will handle Consumer complaints we receive about the use of the Platform, including any Pick-up experiences or food items you provide, in accordance with our internal processes. We will do our best to handle each complaint we receive, but we may need some information from you which you agree to provide to us in a timely manner. We will include you when we think it makes sense, and at times direct the Consumer to reach out to you for example if we receive a complaint that is only about the quality or content of a food item.

5.3 If you happen to receive a Consumer complaint and it's about their experience with Bitezar, you agree to direct the Consumer to us to handle or forward it to us if you receive the complaint in writing.

6.1 We may charge you a monthly fee, if selected or otherwise agreed, for use of our Platform (the "Platform Fee") and a fee for each completed sale through your Store (the "Selling Fee"). The Platform Fee and Selling Fee are collectively referred to as the "Bitezar Fees."

6.2 The Platform Fee, Selling Fee, commission rate, and any other applicable fees will be disclosed to you through the Platform, your merchant agreement, onboarding materials, or other written or verbal communication from Bitezar. Applicable fees may vary based on the Store, market, program, promotion, or other commercial arrangement agreed between you and Bitezar.

6.3 We collect amounts due from Consumers in connection with Orders placed through the Platform and deduct applicable Bitezar Fees and other authorized amounts from payments due to you. We then pay you via ACH or check as agreed during the onboarding process. Unless otherwise agreed between you and Bitezar, the applicable Selling Fee or commission will be the rate disclosed to you at the time you join the Platform or otherwise agree to the applicable commercial terms.

6.4 Documentation. We will provide a receipt to Consumers after each sale is completed or if the Purchase is not cancelled in accordance with our cancellation requirements. Also, twice a month, usually after each payout, we provide you with an invoice that summarizes the Bitezar Fees that apply to your activity on our Platform.

6.5 Payments. We reconcile payments received for food items you sell with the Bitezar Fees you owe us every 15 days ("Reconciliation Period") starting when you join the Platform and payout any remaining amounts on the 15th or 30th day of the month following each Reconciliation Period. We may pay you on a different reconciliation and payment timeline depending on unique rules that may apply in your Store's geographic region, or to your Store's multi-merchant group. If unique terms apply to you, these specific details can be requested by contacting us directly at info@bitezar.com. In certain circumstances we may withhold payments to you beyond the Reconciliation Period in which case we'll notify you and provide information about the reason for the change.

6.6 Refunds. At times we may refund Consumers at our discretion to resolve issues like complaints and recalls. When we do, we may provide refunds to Consumers for some or all of the amounts collected in connection with a Purchase or Pick-up. If we do, no amounts are due for payment between you and Bitezar.

6.7 Taxes. We will collect and pay exclusively sales tax on your behalf.

To ensure we identify you accurately, you are required to notify us of your Tax ID Number (EIN) or similar tax registration if you have one or as soon as you obtain it.

7.1 You take responsibility for fully controlling who administrates and can access your Store Account, how it is managed and how you use it. For example you control access to your Store Account, you decide who is allowed to use and access it ("authorized managers"), and what kind of access each of those authorized managers has. You can change or stop that access at any time.

7.2 You should note that

• a. You're responsible for all your authorized managers' activity and their use of our Platform.
• b. You undertake to keep your business information (including a current email address and phone number) up to date.
• c. You're responsible for providing true, accurate and complete information.
• d. You're also responsible for protecting your email and password from getting stolen or misused.

7.3 User roles and access: You should make sure to understand the permissions you're granting to your authorized managers. These Store Terms also apply to each authorized manager that you add to your Store Account.

8.1 You and We each agree to comply with all applicable data protection and privacy laws and regulations.

8.2 At times Stores ask about our collection and use of personal data related to Consumers. We are the data controller of all personal data collected from Consumers. Any personal data we collect from Consumers is not shared with you and may only be shared with prior consent from the Consumer or when required by applicable regulation.

9.1 While using our Platform, you may share confidential information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect each other's confidential information from being accessed by unauthorized individuals, entities or other third-parties. You or we may share each other's confidential information with legal, governmental or regulatory authorities if required to do so, or if required by law. We may also share your information on a similar confidential basis with the other companies in our group, our advisers, auditors and financiers, and any third parties carrying out due diligence on our business. Information will not be considered confidential if the recipient of the information already knew the information and it was not subject to confidential treatment, or the information is publicly available (but not as a result of a breach of this confidentiality section).

10.1 Other than the rights and responsibilities described in this section, Bitezar won't be responsible for losses or damages.

10.2 To the extent allowed by applicable law:

Bitezar won't be responsible for the following liabilities:

• a. loss of profits, revenues, business opportunities, goodwill or anticipated savings
• b. indirect or consequential loss
• c. punitive damages
• d. Bitezar's total liability arising out of or relating to these Store Terms or your use of the Platform is limited to the amount Bitezar paid you during the 3 months before the event giving rise to the claim arose.

10.3 You'll indemnify Bitezar and its directors, officers, employees and contractors for any third-party legal proceedings (including actions by government authorities) arising out of or relating to your unlawful use of the Platform and/or violation of these Store Terms. This indemnity covers any liability or expense arising from claims, losses, damages, judgments, fines, litigation costs and legal fees.

10.4 These Store Terms only limit our responsibilities as allowed by applicable law. Specifically, these Store Terms don't limit our liability for death or personal injury, fraud, fraudulent misrepresentation, gross negligence or willful misconduct.

11.1 During your use of the Platform, you grant Bitezar a non-exclusive, royalty-free license to display and use your Store name, trademarks, logos, Food Item images, menu information, descriptions, and other materials you provide to us for purposes of operating, promoting, and marketing the Bitezar Platform, your Store, and your Listings. This may include displaying your Store and Listings within the Platform and promoting available offers through Bitezar’s websites, mobile applications, social media accounts, digital advertising, email communications, promotional materials, and other marketing channels. You represent that you have the necessary rights and permissions to provide these materials to Bitezar and authorize their use as described above. Any materially different use of your intellectual property outside the purposes described in this Section requires your prior consent.

11.2 While you are an active Store on the Platform, you may use Bitezar’s name and approved logos to identify your participation in the Bitezar Marketplace, subject to Bitezar’s brand guidelines and reasonable instructions. Any other use of Bitezar’s name, trademarks, logos, or other proprietary materials requires Bitezar’s prior written consent. Bitezar may revoke permission to use its intellectual property if your use violates our brand guidelines, these Store Terms, or applicable law.

11.3 As between you and us, with the exception of your Store name and logo(s), all other content and materials on the Platform are exclusively our property unless we state otherwise.

12.1 We reserve the right to suspend or terminate your access to the Platform including deletion of your Store Account at our reasonable discretion. Examples of scenarios where this may happen are:

• a. you materially or repeatedly breach the Store Terms;
• b. we're required to do so to comply with a legal requirement or a court order
• c. we reasonably believe that your conduct causes harm or liability to us, a Consumer, or third party - for example, by hacking, phishing, harassing, spamming, misleading others or scraping content that doesn't belong to you; or
• d. you're inactive on the Platform for an extended period of time

12.2 We encourage you to contact us, if you believe that your Store Account has been suspended or terminated in error

12.3 You're always free to stop using our Platform at any time.

13.1 Disclaimer of Warranties. Our Platform is made available to you on an "as is" basis. We disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose unless you're located in an area that by law provides you a specific right contrary to this disclaimer or does not permit us to exclude a warranty. Otherwise, we're held to only the express promises we make to you in these Store Terms.

13.2 Blocking your access, disabling your subscription, or refusing to process a payment: We may block your access, terminate your Store Account, or refuse to process a payment if we reasonably believe there's a risk - like a potential breach of a law or regulation - associated with you, your business, or a payment. Examples of where we might do this include transactions where the payment is from a sanctioned person or country; or where we reasonably believe there is a legal or regulatory issue. You promise that you're not located in a sanctioned country and are not on a sanctioned persons list. We may also stop Consumers or Store Accounts from a country if we can't receive payments from that country. We may take any of these actions without notice.

13.3 Changes to these terms. We can make changes to these Store Terms from time to time. We'll provide you with prior notice before any change we make takes effect in accordance with local regulation. We'll try to let you know of material changes beforehand if we can - unless we need to make those changes immediately for reasons outside our control, like a change in law. If a change isn't material, we may not notify you. The new Store Terms will not apply retrospectively to your use of our Platform before the Store Terms changed, but the new Store Terms will immediately apply to you if you use the Platform after the new Store Terms are posted on our Platform. If you do not terminate your use of the Platform before the date the revised Store Terms become effective, your continued access to or use of the Platform will constitute acceptance of the revised Store Terms. You can keep track of changes to our Store Terms by referring to the version and the date last updated written at the top of each version of the Store Terms.

13.4 Assignment. You may not assign these Store Terms or transfer or delegate your rights and obligations without our prior written consent. We may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at our sole discretion, with 30 days' prior notice.

13.5 Applicable law. The applicable law and venue will be the one of the State of Delaware, USA. Any disputes will be resolved exclusively by the dispute resolution method set out in these Store Terms.

13.6 Resolving Disputes. Most of your concerns can be resolved quickly and to everyone's satisfaction by contacting us. If we're unable to resolve your complaint to your satisfaction (or if we haven't been able to resolve a dispute, we have with you after attempting to do so informally), you and we agree to resolve those disputes through a final and binding arbitration process in English based on the laws of the State of Delaware, USA. You and we agree that any dispute must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

13.7 Contacting each other. If you have any questions about these Store Terms please reach out to us using the following contact information: