This Slice Restaurant Agreement (this “Agreement”) sets forth the terms pursuant to which Slice Solutions, Inc., (“Slice,” “we,” “us,” or “our”) will provide the restaurant listed in an applicable Order Form (the “Restaurant”) the Services set forth in such Order Form. The individual accepting this Agreement on behalf of the Restaurant represents and warrants that such individual has the authority to legally bind Restaurant and its Affiliates to this Agreement and agrees that “you” and “yours” hereunder will refer to the Restaurant and/or such individual, as appropriate in light of the context in which the term is used. Capitalized terms in this Agreement will have definitions as set forth in the applicable section where they are defined, in the applicable Addenda or in Section 1 below.

This Agreement is composed of these Terms and Conditions, all Addenda attached hereto, and all Order Forms entered into hereunder. This Agreement is effective between Restaurant and Slice as of the date of Restaurant’s execution of the Order Form (the “Effective Date”). For clarity, an Order Form will be considered executed once you click or check the box indicating acceptance at the end of the Order Form.

If Restaurant does not agree to the terms and conditions of this Agreement, it may not use the Services.

By executing an Order Form, or otherwise using the Platform or Services, Restaurant hereby accepts and agrees to the terms and conditions of this Agreement. The Addenda attached to this Agreement form part of this Agreement and if Restaurant is subject to an Order Form that includes any of the Services addressed in the Addenda, the applicable Addendum related to that Service will apply to the performance of the Service by Slice. Slice has no obligation to provide any Service not specified in an Order Form. RESTAURANT ACKNOWLEDGES AND AGREES THAT SLICE’S PLATFORM FACILITATES ONLINE FOOD AND BEVERAGE ORDERING AND DELIVERY. SLICE IS NOT A FOOD OR BEVERAGE DELIVERY SERVICE AND SHALL NOT BE DEEMED A FOOD DELIVERY SERVICE AS THAT TERM IS DEFINED UNDER ANY FEDERAL, STATE, OR LOCAL LAW, RULE, REGULATION, OR ORDINANCE.

1. Definitions

“Account” means a unique account created by Restaurant in order to access and use the Platform and the Services.

“Administrator” means an Authorized User designated by Restaurant to manage the Account.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Aggregated Data” means any data that is derived or aggregated, in deidentified form, from (i) Restaurant Data; or (ii) Restaurant and Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Platform and its component features and functionalities.

“Authorized User” means an individual who is authorized by Restaurant to use the Services or for whom Restaurant has ordered the Services. Authorized Users may include, for example, Restaurant employees, consultants, contractors, and agents.

“Beta Services” means services that Slice may offer to Restaurant that are not generally available to Slice customers.

“Confidential Information” has the meaning set forth in Section 11(a).

“Consumer Data” means data that identifies, relates to, or is linked or reasonably linkable to Consumers (including any data that is defined as “personally identifiable information,” “personal data,” “personal information” or any similar term under applicable privacy and data security laws) collected by Slice in connection with the Services.

“Consumers” means end users who place Orders or otherwise communicate with Restaurant through the Platform.

“Grand Total” has the meaning set forth in Section 9(c).

“Hardware” has the meaning set forth in Section 3(a).

“Intellectual Property” means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all applications, renewals, extensions and restorations therefore, and any and all other intellectual property and proprietary rights, whether now or hereafter in force or effect worldwide.

“Order” means a request for goods or services offered by Restaurant to Consumers through the Platform.

“Order Form” means an ordering document or online order entered into between Restaurant and Slice in which the Services to be provided by Slice to Restaurant are specified. Each Order Form incorporates and is governed by the terms of this Agreement.

"Order Form Service Term” means the applicable period during which Slice will, as the case may be, make the Platform available to Restaurant, provide Services specified in the Order Form, and provide the Hardware, in each case, as set forth in an applicable Order Form.

“Platform” means the online ordering platform available at https://slicelife.com,and the Slice mobile application made available to Restaurant during the Order Form Service Term for receiving and fulfilling Consumers’ Orders, all content available thereon, and all Intellectual Property rights contained in any of the foregoing.

“Professional Services” means the sales, marketing, or other services to be provided by Slice to Restaurant as agreed between the parties in an Order Form.

“Professional Services Work Product” has the meaning set forth in Section 4(d).

“Restaurant Data” means the content and information submitted or otherwise made available by Restaurant to Slice in connection with the Services, including, without limitation, product listings, menus, photographs or images, customer lists, and other Intellectual Property owned by or licensed to Restaurant.

“Restaurant Marketing Materials” means product listings, menus, photographs, images, advertising or marketing materials submitted or otherwise made available by Restaurant to Slice in connection with the Services.

“Restaurant Website” means a website either created by Slice for the Restaurant or provided by Restaurant to be maintained by Slice that is used exclusively to promote the Restaurant and solicit Orders from Consumers in accordance with the terms of Addendum (A).

“Services” means the Platform and any Professional Services, to be performed by Slice pursuant to an Order Form.

“Slice IP” means the Intellectual Property owned by Slice, including, but not limited to, its Trademarks, the Platform, all content made available thereon, all improvements, modifications or derivative works thereof, and all Intellectual Property rights in any of the foregoing.

“Specifications” has the meaning set forth in Section 8(b).

“Taxes” has the meaning set forth in Section 9(c).

“Term” has the meaning set forth in Section 10(a).

“Trademarks” means, trademarks, trade names, service marks, logos, and/or service names.

2. Platform Access and Use

a. License to Platform. During the applicable Order Form Service Terms, and subject to Restaurant’s compliance with the terms and conditions of this Agreement and the applicable Order Form, Slice grants Restaurant a limited, non-sublicensable, non-transferable, non-exclusive license to access and use the Platform solely for Restaurant’s internal business purposes.

b. Access to Slice’s Administrative Dashboard. Further, Slice will provide Restaurant with web and mobile access to Slice’s administrative dashboard, with tools including: (i) the ability to open or close Restaurant’s online ordering capabilities, (ii) the ability to adjust Restaurant’s standard schedule / hours for accepting online orders, (iii) real time order data being processed on Slice including Consumers name, Grand Total, and line item details, (iv) reporting on financials and operational metrics including shop payout statements, total earnings by timeframe, average order volume and average confirmation time, (v) the ability to playback and listen to any phone orders received and recorded by Slice, (vi) Consumers feedback as received by Slice through its marketplace channels, (vii) the ability to view Restaurant’s menu, and (viii) Slice account support via phone, text, SMS and chat for digital ordering capabilities. For purposes of this Agreement, the administrative dashboard shall be deemed a part of the Platform, and all access and usage rights and restrictions set forth in Section 2(c) below with respect to the Platform shall apply to the administrative dashboard. Restaurant shall keep all Restaurant Data current and accurate by making updates on the dashboard as frequently as needed.

c. Use Restrictions.

i. Restaurant shall not: (i) make the Platform available to, or use the Platform for the benefit of, anyone other than Restaurant; (ii) sell, resell, license, sublicense, distribute, rent or lease the Platform; (iii) use the Platform for any fraudulent or illegal purposes or in any manner that could damage, disable, overburden, impair, or otherwise interfere with Slice making the Platform available to its customers generally; (iv) store or transmit infringing, libelous, obscene, immoral, vulgar or otherwise unlawful or tortious material through the Platform; (v) store, transmit, display or otherwise use malicious code, or material that violates the rights of any third party including, without limitation, Intellectual Property, proprietary, privacy, or similar rights through the Platform; (vi) interfere with or disrupt the integrity or performance of the Platform or content contained therein; (vii) attempt to gain unauthorized access to the Platform or its related systems or networks; (viii) permit direct or indirect access to or use of the Platform in a way that circumvents a contractual usage limit, or otherwise in any manner not expressly authorized in this Agreement; (ix) copy the Platform or its content or any part, feature, function or user interface thereof; (x) access the Platform or its content in order to build a competitive product or service; (xi) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Platform or any part thereof; (xii) modify, translate, or otherwise create derivative works of the Platform or its content; or (xiii) allow the removal, alteration, covering, or obscuring of any of Slice’s Trademarks that appear on the Platform or its content.

ii. Slice reserves the right to, in its sole discretion: (1) suspend or immediately terminate Restaurant’s access to the Platform in the event of a breach by Restaurant, including any Authorized User, of Section 2(c)(i); (2) remove or delete any material that Slice determines violates Section 2(c)(i) and (3) cancel Orders due to disputed charges, fraudulent sign-ups or Orders, Account deactivations, any violations of Slice’s Terms of Service by any Consumers at https://slicelife.com/pages/terms-of-service#termsofuse or as otherwise deemed appropriate by Slice.

d. Third Party Integrations and Services. Certain features and functionalities within the Platform may allow Restaurant and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Platform. Slice does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Platform or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Restaurant is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Restaurant to use the Third-Party Services in connection with the Platform.

e. Authorization to Access Devices and Hardware. Restaurant hereby authorizes Slice to access, connect to and manage Restaurant's devices on which the mobile version of the Platform is installed, including Hardware (as defined below), via remote technologies as required for the proper performance of the Services without first contacting Restaurant in advance. These activities may include, but are not limited to: (i) updating or changing software drivers; (ii) installing and applying software patches, including updating the Platform application; (iii) updating the device operating system, (iv) rebooting devices for support purposes; and (v) starting or restarting application services. Notwithstanding the above, Restaurant will notify Slice in advance of any restrictions on remote access, connections or management activities.

3. Hardware

a. General. Slice will provide Restaurant with the hardware specified in the applicable Order Form (collectively, the “Hardware”). Any Hardware (including, without limitation, printers, tablets or other means of receiving Orders) provided by Slice will remain Slice’s sole property and Restaurant shall only use the Hardware to receive the Services. Without limiting the foregoing, Restaurant’s use of the Hardware is governed by the terms and conditions of this Agreement and any other instructions that Slice may communicate to Restaurant from time to time. Restaurant is solely responsible for any use of the Hardware not expressly contemplated in this Agreement. Restaurant will not upload, download or otherwise transmit any material on the Hardware that contains viruses or any other computer code, files or programs that could disable, overburden, impair the proper working order, interrupt, destroy or limit the functionality of the Hardware or the Platform. Restaurant shall have no right, title, or interest in or to the Hardware except the right to possession and use thereof during the Term and pursuant to the conditions in this Agreement. The Hardware shall remain personal property, regardless of whether or not it is affixed to any real property at Restaurant’s location. Restaurant shall at all times protect and defend, at Restaurant’s own cost and expense, the title and interest of Slice from and against all claims, liens, and legal processes of any trustee in bankruptcy, receiver, creditor, or other successor of Restaurant and keep the Hardware free and clear from all such claims, liens, processes, and any other encumbrance. Restaurant shall not sublease, transfer, or dispose of the Hardware or grant or permit any lien on them. Restaurant agrees that it will not mortgage or otherwise encumber the Hardware. The Hardware shall be located in the Restaurant’s facility, and neither Restaurant, nor its employees shall remove, or permit (by act or omission) the Hardware to be removed from the Restaurant’s facility without the prior written consent of Slice. Slice will use commercially reasonable efforts to meet the estimated delivery dates specified in the applicable Order Form, but Restaurant hereby acknowledges that such dates are estimates only. Further, Slice reserves the right to cancel or delay shipment of the Hardware if Restaurant fails to make any payment as provided in this Agreement, or otherwise fails to comply with the terms and conditions of this Agreement. Slice will not be liable to Restaurant or to any other party for any delay in the delivery of the Hardware. Restaurant shall comply with any end user license agreements to which the Hardware is subject. Slice may elect to replace any Hardware with such other Hardware as Slice deems appropriate and Restaurant shall cooperate with Slice with respect to such replacement, including, without limitation, returning Hardware to Slice promptly following Slice’s request.

b. Hardware Fee. In exchange for the provision of the Hardware during the applicable Order Form Service Term, Restaurant will pay Slice the non-refundable monthly fee set forth in the applicable Order Form. Restaurant acknowledges that should this Agreement and/or any Order Form be terminated before the end of the Order Form Service Term of any applicable Order Form, Restaurant will not be refunded for any Hardware Fee already paid to Slice pursuant to the applicable Order Form.

c. Return. Upon termination of the applicable Order Form or this Agreement for any reason, or as otherwise requested by Slice, Restaurant shall promptly return the Hardware to Slice, or such third party as designated by Slice, in good working order (at Restaurant’s expense), by delivering the Hardware in a manner (packed properly and in accordance with Slice’s instructions) and by such date as Slice shall specify. Slice may charge Restaurant a restocking fee of up to $100.00 with respect to each item of returned Hardware (the “Restocking Fee”). If Restaurant fails to return any item of Hardware to Slice in good working order by such date as requested by Slice then Slice further reserves the right to charge Restaurant a fee of up to $349.00 with respect to each such item of Hardware (“Failure to Return Fee”). Slice may, in its sole discretion, automatically authorize Restaurant’s credit card, bank account, or other approved facility previously provided to Slice for the amount of the Restocking Fee and/or the Failure to Return Fee, as applicable, or otherwise deduct such amount from Grand Totals otherwise owed to Restaurant. Restaurant shall ensure that the Hardware will be returned to Slice free and clear of all claims, liens, processes, and any other encumbrances.

d. Damage or Loss of Hardware. Restaurant shall take reasonable care of any Hardware, and Restaurant is solely responsible for any loss of the Hardware or any damage to the Hardware beyond normal wear and tear. If Slice determines in its reasonable discretion that Restaurant’s violation of this obligation caused damage to any item of Hardware, then Slice may charge Restaurant a $100.00 refurbishment fee with respect to each such item of Hardware or such other amount up to $349.00 per item as Slice deems appropriate given the condition of such Hardware (the “Damaged Hardware Fee”). Restaurant shall notify Slice immediately if it learns that Hardware has been lost or stolen. If any item of Hardware is lost or stolen then Slice may charge Restaurant a fee of $349.00 with respect to each such item of Hardware (“Lost Hardware Fee”). Slice may, in its sole discretion, automatically authorize Restaurant’s credit card, bank account, or other approved facility previously provided to Slice for the amount of the Damaged Hardware Fee and Lost Hardware Fee, as applicable, or otherwise deduct such amount from Grand Totals otherwise owed to Restaurant. Restaurant is responsible for all costs of shipping in connection with any repair or replacement of Hardware. For the avoidance of doubt, Slice may charge Restaurant multiple fees pursuant to this Section 3 and charging a fee under this Section does not preclude charging additional fees under this Section, or any other applicable Section of this Agreement, as determined appropriate by Slice.

e. Hardware Related Limitations of Liability

i. SLICE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, IN CONNECTION WITH THE HARDWARE, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

ii. SLICE’S TOTAL LIABILITY TO RESTAURANT IN CONNECTION WITH THE HARDWARE WILL BE LIMITED TO AND WILL NOT EXCEED THE ACTUAL AMOUNTS PAID TO SLICE BY RESTAURANT FOR THE HARDWARE. IN NO EVENT WILL SLICE BE LIABLE TO RESTAURANT FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY HARDWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SLICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES AGREE THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS SECTION 3 (HARDWARE) IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

4. Professional Services

a. Slice Obligations. Slice will provide the Professional Services set forth in the Order Form. Notwithstanding the foregoing, Slice may modify or update any aspects of the Services in its discretion, including, without limitation, names and descriptions of Services otherwise referenced on Order Forms, and Slice shall only be obligated to provide such modified or updated portion of the Service as Slice deems appropriate. In the event such modification or update results in a material reduction by Slice of the scope, features or functionality of the Services set forth in the Order Form, Restaurant may, within thirty (30) days of the effective date of such modification or update, terminate this Agreement upon written notice to Slice. Restaurant’s failure to provide notice within such notice period is deemed to be Restaurant’s acceptance of Slice’s modification and/or update to the Services.

b. Third Party Services.

i. Access Authorization. Certain Professional Services, such as marketing services, boosted search ranking, reviews management, and website design and management services, may require Slice to access accounts or listings maintained by third parties. Restaurant authorizes Slice, and hereby represents and warrants that it has obtained all permissions and consents required to authorize Slice, to access and manage such accounts or listings as reasonably necessary for Slice to provide such Professional Services to Restaurant.

ii. Use of Third Party Services. Certain Professional Services, such as delivery services, may require or permit Restaurant to utilize services provided by third parties (collectively “Other Services”). Restaurant agrees that the Other Services provided by third parties are governed by the terms and conditions imposed by such third parties, and Slice is neither a party to, nor responsible for the transaction between Restaurant and the third party, or any conduct, products, or services arising from such transaction. Slice disclaims all liability arising out of or in connection with Restaurant’s use of the Other Services.

c. Website URL. If the Professional Services agreed upon by the parties in an applicable Order Form include website design or management, the parties agree that (1) Slice shall own any website URL acquired by Slice; and (2) Restaurant shall own any website URL acquired by Restaurant. Where Restaurant acquires the website URL, Restaurant grants Slice a limited, revocable, nonsublicensable, non-transferable license to access and manage the Restaurant-acquired URL to enable the provision by Slice of the Professional Services.

d. Ownership of Professional Services Work Product. Subject to Slice’s rights reserved in this Agreement, including any Order Forms (which, for the avoidance of doubt, includes Slice’s design templates), all content developed by Slice exclusively for Restaurant as a result of the design services provided under this Agreement (the “Professional Services Work Product”) shall be owned by Restaurant as “works made for hire,” and to the extent that Restaurant does not own such Professional Services Work Product as a matter of law, Slice hereby assigns to Restaurant all of its right, title and interest in and to such Professional Services Work Product. To the extent Slice integrates Slice IP, including any design templates, into any Professional Services Work Product, Slice hereby grants Restaurant a worldwide, fully-paid, non-exclusive, non-transferable, royalty-free right and license to use all such Slice IP solely as incorporated into such Professional Services Work Product and to the extent needed to make full use of such Professional Services Work Product during the Term of the Agreement. For the avoidance of doubt, the foregoing license does not in any fashion extend to, permit, or otherwise enable or authorize Restaurant and/or any third party to use such Slice IP separate and apart from the Professional Services Work Product in which it is embedded or the manner in which Slice embedded it.

5. Beta Services

a. Beta Services. Slice may, but does not have the obligation to, offer Restaurant to try Beta Services at no additional charge. Restaurant may accept or decline any such trial in Restaurant’s sole discretion. Beta Services will be designated as beta, pilot, limited release, developer preview, nonproduction, evaluation, or by a description of similar import. Beta Services are for evaluation purposes only, and not for production use. They are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms.

b. Term and Availability of Beta Services. Unless otherwise stated in an Order Form, or in the specific terms applicable to such Beta Services, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. Slice may discontinue Beta Services at any time in Slice’s sole discretion and may never make them generally available.

c. No Liability. Slice will have no liability for any harm or damage arising out of or in connection with the Beta Services, and Restaurant accepts all risk associated with its use of the Beta Services.

6. Restaurant Support and Consumer Support Services. Unless otherwise specified in an Order Form, and subject to Restaurant’s compliance with the terms of this Agreement, Slice will provide Restaurant with reasonable support services by calling Slice at such customer support number as made available by Slice to Restaurant. Further, Slice may designate a dedicated Partner Success Manager for Restaurant upon acceptance of this Agreement (“Shop Support”). Notwithstanding the foregoing, Slice may in its discretion not provide Shop Support with respect to hardware (including Hardware) not running the most-current version of the Platform, where Restaurant has failed to use any enhancements, modifications or updates to the Platform or Services that Slice has made available or where Restaurant has interfered with Slice’s ability to perform device management as contemplated in Section 2(e). Separately and in addition to Shop Support, Slice will provide reasonable customer support services to Consumers solely with respect to its Platform pursuant to and in accordance with Slice’s Terms of Service at https://slicelife.com/pages/terms-of-service#termsofuse.

7. Proprietary Rights and Licenses

a. Reservation of Rights. Nothing in this Agreement or the performance thereof will operate to grant Restaurant any right, title or interest, whether by implication, estoppel or otherwise, in or to the Slice IP, other than the limited rights expressly granted to Restaurant hereunder. As between the parties, Slice exclusively owns, and reserves all rights, title, and interest in and to the Slice IP.

b. License to Restaurant Data. Restaurant grants to Slice and its Affiliates a worldwide, non-exclusive, royalty-free, fully paid-up license to access, use, modify, translate, process, copy, distribute, perform, export and display Restaurant Data (i) to provide, maintain, and update the Services; (ii) to prevent or address service, security, support, or technical issues; or (iii) as otherwise authorized by Restaurant. Restaurant is solely responsible for Restaurant Data, including, without limitation, its accuracy, quality, content and legality, the means by which it is acquired, and any transfer of Restaurant Data in connection with or outside of the Services by Restaurant, any of its Authorized Users, or any third party authorized by Restaurant. Without limiting the foregoing, Restaurant represents and warrants that it has secured all rights in and to Restaurant Data from its Authorized Users or third parties as may be necessary to grant the license to Restaurant Data, and for Slice to perform the Services using Restaurant Data. As part of this representation and guarantee, Restaurant represents and warrants that it either owns the copyright or other Intellectual Property rights to any images or other Restaurant Data provided to Slice to perform the Services, or Restaurant has acquired all necessary worldwide, fully paid-up license rights for Slice to perform the Services using the Restaurant Data, including but not limited to rights to copy, transmit, and display on the Platform or on other website or advertising any images provided by Restaurant or used on the Restaurant Website as may be requested pursuant to an Order Form. Restaurant will provide Slice written proof of ownership or sufficient license rights to Restaurant Data upon demand.

c. License to Feedback. Restaurant grants to Slice and its Affiliates a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use and incorporate into its products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by Restaurant or Authorized Users relating to the Services or any other Slice product or service without obligation or restriction of any kind.

d. License to Restaurant’s Trademarks and Restaurant Marketing Materials. Restaurant grants to Slice and its Affiliates a worldwide, royalty-free license to use and display any of Restaurant’s Trademarks and all Restaurant Marketing Materials in connection with Slice’s performance of the Services, to disclose that Slice provides services to Restaurant, to market and promote Restaurant’s products and other promotional activities undertaken by Slice relating to the Platform. Restaurant is solely responsible for obtaining all necessary rights, permissions, consents, and licenses necessary for Slice to use third party materials contained in Restaurant Marketing Materials in accordance with this Agreement.

e. License to Slice’s Trademarks. During the Term, Slice grants to Restaurant a limited, non-exclusive license to use Slice’s Trademarks solely in connection with any co-branded marketing materials developed pursuant to Professional Services or supplies provided by or on behalf of Slice to Restaurant under this Agreement. All goodwill generated from Restaurant’s use of Slice’s Trademarks as set forth herein shall inure to the benefit of Slice.

f. Aggregated Data. Restaurant agrees that Slice may collect, create, use, and disclose Aggregated Data, or de-identified data for its business purposes, including, without limitation, industry analysis, benchmarking, analytics, and marketing.

g. Consumer Data. As between Slice and Restaurant, all data and information collected by or on behalfof Slice through the Platform, including, without limitation, usage data, performance data, andConsumer Data, are and shall remain the exclusive property of Slice. Notwithstanding the foregoing, Slice may, in its sole discretion, provide Consumer Data to Restaurant for purposes of providing products and/or services requested by Consumers (including fulfilling Orders), and/or where the Consumer uses or directs Slice to intentionally disclose the Consumer Data to, or interact with, Restaurant. Restaurant shall only use Consumer Data for the purposes for which it was disclosed by Slice, and the parties agree that any such disclosure is not intended to be a “sale” of Consumer Data, as such term is defined under applicable privacy and data security laws. In connection with its access and use of Consumer Data, Restaurant will at all times: (i) comply with the terms and conditions of this Agreement, applicable privacy and data security laws (including providing the same level of data protection as required of Slice under applicable privacy and data security laws), and Slice’s privacy policy available at https://slicelife.com/pages/privacy; and (ii) limit access to Authorized Users and third parties who have a need to know such Consumer Data and are obligated (in the case of third parties, contractually) to maintain the privacy, security, and confidentiality of such Consumer Data. Restaurant will be solely liable for any access, collection or other use or misuse of any Consumer Data by Restaurant, its Authorized Users or any third party to the extent such third party’s access, collection or use was made possible by Restaurant.

8. Restaurant Responsibilities

a. Authorized Users. Restaurant shall identify an Administrator who will designate Authorized Users that will be permitted to access the Services via Restaurant’s Account. Restaurant will ensure that its Affiliates and all Authorized Users using the Services under its Account comply with all of Restaurant’s obligations under this Agreement, and Restaurant is solely responsible for its, its Affiliates and their respective Authorized Users’ acts and omissions relating to the Agreement, and for the use of the Services by any person under Restaurant’s Account, as though they were those of Restaurant. Restaurant shall notify Slice promptly if it becomes aware of any unauthorized use of its Account. Slice will not be liable for any loss or damage caused by any unauthorized use of any Account.

b. Order Processing. Restaurant agrees to promptly provide Slice with information Slice reasonably requires to provide the Services. Without limitation, Restaurant shall provide to Slice and maintain the accuracy of (i) the items offered by Restaurant to Consumers; (ii) the prices of items offered by Restaurant to Consumers, including any applicable fees or taxes; (iii) the descriptions of any items offered by Restaurant to Consumers; and (iv) Restaurant’s hours of operation, including changes due to holidays or other events (collectively, the “Specifications”). The Specifications must be at least as favorable to the Consumer as that which is available for Restaurant’s standard takeout menu or as offered by Restaurant to any Consumer either directly or through any other third party ordering, pickup or delivery service. Restaurant is solely responsible for accuracy of the Specifications. Restaurant further agrees it will accept and timely honor all Orders placed by Consumers on the Platform, and Restaurant is solely responsible to Consumers for any delay or errors that may occur in connection with any Orders. If Restaurant collects tips from Consumers through the Platform, Restaurant represents and warrants it will distribute such tips in accordance with applicable law.

c. Data Security. Restaurant shall implement and maintain reasonable and appropriate physical, technical, and organizational safeguards to protect Consumer Data that it accesses against loss, theft, misuse, or unauthorized access, use, modification, alteration, destruction or disclosure (“Security Incident”). Restaurant will promptly (i.e., within 48 hours) notify Slice in writing in the event any such Consumer Data is subject to a Security Incident, and such notice shall include, at a minimum: (i) a description of the Security Incident, including the types of information impacted by the Security Incident; (ii) steps Restaurant has taken and will take to mitigate the impact of the Security Incident and remediate the causes of the Security Incident; and (iii) any other information reasonably requested by Slice. Restaurant shall provide Slice with reasonable assistance in responding to such Security Incident, including with respect to notifying impacted Consumers and governmental authorities.

d. Prohibition on Sale of Alcohol and Marijuana. Restaurant may not offer alcohol through the Platform without Slice’s prior written consent. In the event that Slice agrees in writing that Restaurant is allowed to offer alcoholic beverages via the Platform, Restaurant will do so in compliance with all applicable laws, rules, and regulations, and subject to the terms and conditions of this Agreement. Restaurant shall, and will be solely responsible to ensure, that the recipient is of age to purchase alcohol. Alcoholic beverages may not, under any circumstances, be delivered through contactless delivery. Restaurant acknowledges and agrees that all sales of alcohol made through the Platform are processed and made by Restaurant, and Slice is not a party to the transaction between Restaurant and the Consumer for the sale of alcohol. Restaurant, and not Slice, shall be responsible for the delivery of any Orders containing alcohol. Restaurant may not offer marijuana or any cannabis-based products via the Platform.

e. Communications With Third Parties. Restaurant may now or in the future have access to outbound communications tools made available by Slice that permit Restaurant to draft, schedule, and/or transmit outbound communications to Consumers and other third parties, including phone calls, recorded phone messages, text messages, facsimile messages, and electronic mail (collectively, “Communications Tools”). Restaurant shall not use the Communications Tools or any Services provided by Slice in a manner that violates (i) any law, rule, or regulation, including the Telephone Consumer Protection Act and the CAN-SPAM Act, or (ii) any law, rule, or regulation requiring that consent be obtained prior to transmitting, recording, collecting, or monitoring data or communications, or (iii) any law, rule, or regulation requiring compliance with opt-out requests or “do-not-contact” lists for any data or communications. Restaurant expressly acknowledges and agrees that applicable law may restrict Restaurant’s use of the Communications Tools, for instance by requiring Restaurant to obtain legally sufficient consent from the Consumer or other recipient prior to transmitting outbound communications, or by requiring Restaurant to honor “opt-outs” from further communications. Restaurant shall be solely responsible for ensuring that Restaurant’s use of the Communications Tools complies with applicable law, including without limitation obtaining and retaining records of any required consent to communications and honoring “opt-out” requests.

f. Call Disclosures. Restaurant understands and agrees that the calls placed by Slice may be automatically dialed. Restaurant consents to receiving such calls and agrees they will not be considered “unsolicited” calls or telemarketing calls for purposes of applicable state or federal laws. Restaurant agrees that Slice may record and maintain interactions with Restaurant personnel, including by recording phone calls, in accordance with applicable law.

g. Internet Connectivity. Restaurant is responsible for obtaining and maintaining a high-speed internet connection and all related software, hardware (including network systems) and internet service provider relationships necessary or appropriate for Restaurant to properly access the Platform and the Services, including when utilizing Hardware provided pursuant to Section 3. Slice has no responsibility or liability under this Agreement for any unavailability or failure of, or non-conformity or defect in the Services that is caused by or related in any manner to any failure of Restaurant to obtain and maintain all such internet connectivity and related software, hardware, equipment and relationships.

h. Promotions and Offers. In its sole discretion, Slice may from time-to-time notify Restaurant (with email notice permissible) of promotions and offers to be extended to Consumers (“Required Promotions”). Restaurant agrees that it will fully participate in all Required Promotions as a condition of using the Services; provided that if Restaurant objects to any Required Promotions, then Restaurant shall notify Slice of such objection in writing within five (5) days of Slice’s notice of such Required Promotion (the “Objected To Promotion”). If Slice continues to require Restaurant to participate in the Objected To Promotion after receiving such notice, then Restaurant may terminate this Agreement upon written notice to Slice within five (5) days of Slice’s response to Restaurant’s objection. If Restaurant fails to object to a Required Promotion within the time period set out in this Section, Restaurant is deemed to agree to participate in such Required Promotion. Restaurant will honor and fulfill the terms of all Required Promotions to all eligible Consumers who comply with the terms of such Required Promotions.

9. Fees and Payment Terms

a. Fees. Restaurant shall pay Slice the fees set forth in the applicable Order Form, and such other fees that are specified in this Agreement (the “Fees”), subject to the possibility for Slice to revise such fees from time to time in its sole discretion, upon written notice to Restaurant. Unless otherwise provided in the applicable Order Form, in addition to the Fees, Restaurant will be responsible for payment card fees and other processing fees, fines, and penalties. Restaurant acknowledges and agrees that Slice may charge its own additional fees to Consumers in connection with Orders placed by Consumers using the Platform (e.g., Slice’s “Support Local Fee”).

b. Payment. Restaurant will pay the Fees in accordance with the payment terms set forth in the Order Form and this Section 9. If Slice sends Restaurant an invoice for all or a portion of the Fees, Restaurant is responsible for timely paying all charges, fees, duties and taxes listed on such invoice. If Restaurant has signed up for automatic billing, Slice will charge Restaurant’s selected payment method for any Fees on the applicable payment date, including any applicable Taxes (as defined below). If Slice cannot charge Restaurant’s selected payment method for any reason (such as expiration or insufficient funds), Restaurant remains responsible for any uncollected amounts, and Slice will attempt to charge the payment method again as Restaurant may update its payment method information. In accordance with applicable law, Slice may update information regarding Restaurant’s selected payment method if provided such information by Restaurant’s financial institution.

Grand Total Payouts. “Grand Total” means the amount received from a Consumer for Orders placed by Consumer with Restaurant on the Platform, including products, Taxes, and any other fees. The Grand Total shall be remitted to Restaurant, less the Fees retained by Slice, any fees charged by Slice directly to the Consumer (e.g., Slice’s “Support Local Fee”) and any applicable payment card fees and other processing fees, fines and penalties assessed by the payment processor and/or the payment networks. Slice has entered into agreements with Adyen N.V. (“Adyen”), and/or Stripe, Inc., which are third party providers of payment processing and acquiring services (collectively, “Processor”). Please review Stripe’s terms of service available at https://stripe.com/us/legal. Restaurant agrees to Adyen’s Terms and Conditions, available at https://www.adyen.com/legal/terms-and-conditions-adyen-for-platforms.

The Processor may require that each Restaurant have a direct contractual relationship with it, and in conjunction with such relationship, it may conduct Know Your Customer and Anti-Money Laundering and Anti-Terrorist Financing (AML) checks. Processor has the right to approve or reject any Restaurant. If approved, Restaurant shall receive all settlement directly from Processor. It being understood that the pricing for the Slice and Processor relationship is set by Slice. Please understand that Restaurant may only use the Processor payment services to accept payment for products and services sold by it to its Consumers and, if applicable, only for the type of sales described in Restaurant’s application for payment services with Processor. Restaurant agrees that Adyen may provide Slice with access to Restaurant’s data and settings in Adyen’s systems, so that Slice may manage Restaurant’s account and provide Services. Restaurant shall only use the payment processing services in the legal name of the registered Restaurant. Restaurant shall not resell, hire or allow third parties to use the payment services available through the Services to enable such third parties to receive payment for their services. Restaurant further agrees to Adyen’s Restricted and Prohibited Products and Services List (available at https://www.adyen.com/legal/list-restrictedprohibited) and Restaurant agrees not to use the Services for any product or service that appears on the Restricted and Prohibited Products and Services List. Slice is not responsible for any payment processing, which is conducted by the Processor which is not affiliated with Slice.

As a condition of Restaurant’s use of the Services, Restaurant further agrees to the Acquiring Addendum – Wells Fargo Bank, N.A. (USA) attached hereto as Addendum J.

c. Taxes. Unless otherwise required by applicable laws, Restaurant is solely responsible for calculating, reporting and remitting all taxes, levies, duties or similar government assessments of any nature (collectively, “Taxes”), including, for example sales taxes, assessable by any jurisdiction whatsoever associated with Orders. In the event Slice is required under applicable law to calculate, report and remit any Taxes in connection with the transactions described in this Agreement, Slice shall retain the proper amount of such Taxes from the Grand Total or, at Slice’s election, invoice Restaurant for such Taxes pursuant to Section 9(b) above.

d. Overdue Charges. If any invoiced amount is not received by Slice by the due date, then without limiting Slice’s rights or remedies, Slice may, in its sole discretion, (i) charge interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower and/or (ii) condition acceptance of future Orders on payment terms different than those specified in Section 9(b) and the Order Form agreed between the parties.

e. Suspension of Services for Non-Payment. If any amount owed by Restaurant under this Agreement (including any Order Forms) are thirty (30) or more days overdue, Slice may, without limiting Slice’s other rights and remedies, suspend the provision of the Services to Restaurant and/or Restaurant’s access to the Platform until all such amounts are paid in full.

f. Refunds to Consumers. Slice reserves the right, in its sole discretion, to issue a refund to a Consumer, and in the event Slice elects to issue a refund, such election shall not obligate Slice to provide a corresponding reimbursement to Restaurant.

g. Functionality. Restaurant agrees that its subscription or other purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Slice regarding future functionality or features. Notwithstanding any terms of this Agreement to the contrary, Slice may modify or update any aspects of the Services in its discretion. The Services may contain or use third party materials, products or services and Slice reserves the right to replace, supplement or discontinue any such materials, products or services.

10. Term and Termination

a. Term of Agreement. This Agreement commences on the Effective Date and continues until all Order Forms hereunder have expired or been terminated by either party (the “Term”).

b. Service Periods. Slice will provide the specific Service identified in an Order Form, which may include the use of Hardware, subject to the terms and conditions of this Agreement and the applicable Addenda to this Agreement during the Order Form Service Term specified in the applicable Order Form for such Service. After the initial Order Form Service Term ends, unless otherwise specified in the applicable Addendum or the Order Form, the Order Form Service Term for each Service will automatically renew for consecutive periods of the same duration as the initial Order Form Service Term, unless either party provides the other with at least 30 days’ written notice of its intent not to renew the then-current Order Form Service Term for such Service. If no Order Form Service Term is specified for a Service in the Order Form, unless otherwise specified in the applicable Addendum, the initial Order Form Service Term for such Service will be one month, and such Order Form Service Term will renew for consecutive one-month periods unless either party provides the other with at least 30 days’ written notice of its intent not to renew the then-current period.

c. Termination. Either party may terminate this Agreement for any reason or no reason upon 30 days’ prior written notice to the other party. In addition, either party may terminate this Agreement at any time for a material breach of this Agreement by the other party. Further, Slice may suspend access to the Platform, remove some or all Restaurant Data, or immediately terminate this Agreement, in Slice’s sole discretion, if Slice reasonably believes that Restaurant, its Authorized Users, Restaurant’s Consumers, or any third party is engaged in: (i) any activity that may harm Slice, its systems, any Slice IP, or any third party systems; or (ii) fraudulent or illegal activity or any other activity that could result in legal liability to Slice or any third party. In case of a suspension, any such suspension may continue until Slice has received satisfactory assurances that the activity causing the suspension has been cured, and it will not recur.

d. Effect of Termination. Except as explicitly provided herein, upon termination or expiration of this Agreement, all licenses granted pursuant to this Agreement will cease and each party will immediately cease using any Intellectual Property, Confidential Information, or other materials licensed or otherwise made available by the other party, subject to any surviving rights that may be granted hereunder. The foregoing does not restrict Slice’s rights to the Aggregated Data under Section 7(f).

e. Portability and Deletion of Restaurant Data. Upon request by Restaurant made within thirty (30) days after the effective date of termination or expiration of this Agreement, Slice will make Restaurant Data available to Restaurant for export or download. After that thirty (30) day period, Slice will have no obligation to maintain Restaurant Data, and may thereafter delete or destroy all copies of Restaurant Data maintained by Slice. The foregoing does not restrict Slice’s rights to the Aggregated Data under Section 7(f).

f. Survival. The terms of this Agreement (including any Addendum) which by their nature are intended to survive termination or expiration hereof shall survive, including the following provisions: Sections 1, 2(c), 3, 4(c), 4(d), 5(c), 7, 9, 10(d), 10(e), 10(f), 11, 12, 13, 14, 15, 16 and 17.

11. Confidentiality

a. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of its disclosure. Except as otherwise specifically provided in this Agreement, Restaurant’s Confidential Information includes Restaurant Data; Slice’s Confidential Information includes the Platform, designs and processes used in the performance of the Professional Services, and Consumer Data; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, business processes, development tools and processes, computer printouts, computer programs, design drawings and manuals, and Intellectual Property of any kind of nature, plans for future development and new product concepts, contemplated products, research, development, and strategies disclosed by such party. However, Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party who rightfully possesses the information without confidential or proprietary restrictions, or (iv) was independently developed by the Receiving Party.

b. Protection of Confidential Information. Except as otherwise specifically provided in this Agreement, each party covenants and agrees that it will not disclose to any person or entity any Confidential Information of the other party, except as necessary in the performance of the terms of this Agreement. Each party covenants and agrees that it will: (i) not use any Confidential Information of the Disclosing Party except as necessary to fulfill its obligations or exercise its rights under this Agreement; (ii) use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information (but not less than reasonable care); (iii) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, service providers and contractors who need to access such Confidential Information for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Liability for damages due to disclosure of the Confidential Information by any such third party shall be with the party that disclosed the Confidential Information to the third party. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than (i) in confidence, to each party’s respective legal counsel, accountants, banks, and financing sources and their advisors; (ii) in confidence, in connection with the enforcement of this Agreement; or (iii) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like, provided that a party that makes any such disclosures will remain responsible for the recipient’s compliance with this Section 11(b). For the avoidance of doubt, Slice may refer to Restaurant as a user of its Services and use the Restaurant’s Trademarks and basic facts about the Services purchased by Restaurant for the purpose of referencing Restaurant as a client of Slice on its website and in its sales presentations, marketing collateral, press releases, case studies and other similar marketing materials.

c. Compelled Disclosure. Notwithstanding any term of this Agreement to the contrary, Slice may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant or other legal order or request (“Legal Process”) that Slice believes is valid and Slice may deliver or hold any funds or information (including any of Restaurant’s Confidential Information) as requested pursuant to such Legal Process. Slice may use its reasonable efforts to contact Restaurant regarding the validity of any alleged lien but is not obligated to do so. Slice is not responsible for any losses, whether direct or indirect, that Restaurant may incur as a result of Slice’s response or compliance with a Legal Process, whether or not such Legal Process is valid, and Restaurant waives all claims against Slice for withholding any funds otherwise due Restaurant if Slice reasonably determines such funds may be owed to a third party, as set forth in such Legal Process.

12. Representations and Warranties

a. Restaurant Warranties. Restaurant represents and warrants that:

i. it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement;

ii. the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Restaurant and have been duly authorized by all necessary corporate action on the part of Restaurant, and constitute a valid and binding agreement of Restaurant;

iii. at all times during the Term, Restaurant will comply with the terms of this Agreement and all applicable laws and regulations, including laws governing the sale of food or other products offered by Restaurant;

iv. Restaurant’s use of the Platform or execution of this Agreement does not and will not conflict with Restaurant’s obligations to any third parties, including, without limitation, franchise agreements;

v. Restaurant will charge Consumers the same prices (or lower) that it charges for consumers who do not use the Platform;

vi. Restaurant will maintain the accuracy of the information made available to Consumers through the Platform, including menu prices;

vii. Restaurant will timely and properly process all Orders, and the timeliness, quality, and other characteristics of the Orders shall be as favorable as those extended to its other customers not using the Platform;

viii. Restaurant Data (including the Restaurant’s Trademarks and any images of Restaurant’s items or other marketing material made available by Restaurant to Slice hereunder) and Slice’s exercise of any license granted hereunder, do not and will not, infringe, misappropriate, or otherwise violate the rights of any third party, including, without limitation, any Intellectual Property rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, moral rights, rights of attribution, or any other rights of third parties not specifically identified in this Agreement;

ix. Restaurant has obtained all third-party clearances, permissions, and licenses which are necessary in connection with Slice’s use of the Restaurant Data and/or Slice’s exercise of any rights granted to it hereunder, including, but not limited to, licenses to allow Slice to use and display Restaurant Data on the Platform, and Slice shall not be obligated to pay any fees in connection therewith;

x. Any images included on the Platform of any items offered by Restaurant through the Platform are accurate representations of such items; and

xi. Restaurant shall ensure that the tax rates provided to Slice are accurate, complete, and up-to-date and shall update and change such tax rates if the tax rates change.

13. Disclaimers.

a. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SLICE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE PLATFORM OR THE SERVICES, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SLICE SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

b. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SLICE DISCLAIMS ANY WARRANTY THAT THE PLATFORM WILL BE AVAILABLE AT ALL TIMES, OR THAT EVERY ERROR IN THE PLATFORM OR PROBLEM RAISED BY RESTAURANT WILL BE RESOLVED. THE PLATFORM, THE SERVICES, AND THEIR COMPONENTS, AND ANY OTHER MATERIALS PROVIDED BY SLICE HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” FURTHER, SLICE MAKES NO GUARANTEE REGARDING THE LEVEL OF REVENUE RESTAURANT MAY EARN THROUGH THE PLATFORM OR SERVICES.

c. IN NO EVENT WILL SLICE BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISES OUT OF OR IS ANY WAY CONNECTED WITH (I) ANY USE OF THE SERVICES OR THE PLATFORM BY RESTAURANT OR ANY CONSUMER, AND ANY FOOD OR PRODUCTS DELIVERED BY OR ON BEHALF OF RESTAURANT TO CONSUMERS; (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE SERVICES OR THE PLATFORM FOR ORDERS, OR LOSS OF DATA), (III) THE PERFORMANCE OR NON-PERFORMANCE OF RESTAURANT IN CONNECTION WITH THE USE OF THE PLATFORM OR SERVICES OR THE FULFILLMENT OF ORDERS, (IV) RESTAURANT’S PROVISION, CALCULATION, REPORTING OR REMISSION OF TAXES, OR (V) RESTAURANT’S FAILURE TO USE ANY ENHANCEMENTS, MODIFICATIONS OR UPDATES TO THE PLATFORM OR SERVICES (INCLUDING WITH ANY HARDWARE) THAT HAVE BEEN MADE AVAILABLE BY SLICE.

THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

14. Indemnification

a. Indemnification by Slice. Slice will defend Restaurant against any claim, demand, suit or proceeding made or brought against Restaurant by a third party alleging that the Platform infringes or misappropriates such third party's Intellectual Property rights (a "Claim Against Restaurant"), and will indemnify Restaurant from any damages, attorney fees and costs finally awarded against Restaurant as a result of a Claim Against Restaurant, or for amounts paid by Restaurant under a court-approved settlement of a Claim Against Restaurant, provided Restaurant (a) promptly gives Slice written notice of the Claim Against Restaurant, (b) gives Slice sole control of the defense (including selection of attorneys) and settlement of the Claim Against Restaurant (except that Slice may not settle any Claim Against Restaurant unless the settlement releases Restaurant of all liability), and (c) gives Slice necessary assistance, at Slice’s reasonable expense (not to include payment of wages, travel, or lodging costs for Restaurant employees or officers). The above defense and indemnification obligations do not apply to the extent a Claim Against Restaurant arises from use of Restaurant Data, Restaurant’s breach of this Agreement, misuse of the Platform or Restaurant Website, or modification of the Platform or Restaurant Website, Restaurant’s failure to use any enhancements, modifications or updates to the Platform or Services (including with any Hardware) that have been made available by Slice. If Slice receives information about an alleged infringement or misappropriation claim related to the Platform or Services, Slice may, in its discretion and at no additional cost to Restaurant: (i) modify the Platform or Services to attempt to ameliorate the alleged infringement or misappropriation; (ii) obtain a license for Restaurant’s continued use of the Platform or Services in accordance with this Agreement; or (iii) terminate Restaurant’s subscriptions for the Services upon 30 days' written notice and refund Restaurant any prepaid fees covering the remainder of the term of the terminated Order Form. Notwithstanding any contrary provision in this Agreement, if Slice provides any of the remedies set forth in this Section 14(a), Restaurant agrees that such action satisfies Slice’s obligations under this Agreement, and Restaurant is not eligible for further relief. This Section 14(a) states Slice’s sole liability to, and the Restaurant’s exclusive remedy against Slice for type of claim described in this Section 14(a).

b. Indemnification by Restaurant. Restaurant will indemnify, defend, and hold Slice and its Affiliates and their respective directors, officers, employees, contractors, agents, successors and assigns harmless from and against any damage, cost, loss, liability and expense (including, without limitation, attorneys’ and experts’ fees and costs) incurred in connection with any claim, demand, suit or proceeding made or brought against Slice by a third party arising out of or alleging that Restaurant Data infringes or misappropriates such third party's Intellectual Property rights or violates applicable law, or any claims by a third party or by Slice in connection with (i) Restaurant’s breach of this Agreement or of any applicable law, (ii) illness or any harm associated with the provision, handling, delivery and/or consumption of any items in an Order, (iii ) Restaurant’s use of any Consumer Data; and (iv) and claim that Restaurant is in breach of the terms of the Sub-Merchant Agreement entered into between it and Adyen, as well as any fines, fees, penalties and chargebacks for which Slice is charged as a result of Restaurant’s entering into the Sub-Merchant Agreement or with respect to any claims by a Processor (each, a "Claim Against Slice"). Restaurant will not settle, compromise, or otherwise enter into any agreement regarding the disposition of any Claim Against Slice without the prior written consent and approval of Slice.

15. Limitation of Liability

a. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL SLICE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY RESTAURANT HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM UNDER THIS AGREEMENT. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE THEORY OF LIABILITY.

b. Exclusion of Consequential and Related Damages. NEITHER SLICE NOR ANY OF ITS AFFILIATES WILL BE LIABLE TO RESTAURANT OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOSS OF PROFITS, REVENUES, INCOME, DATA, BUSINESS INTERRUPTION OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE SERVICES, WHETHER AN ACTION IS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SLICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

16. Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in New York County, New York, and the parties irrevocably consent to the personal jurisdiction and venue therein.

17. General

a. Notices. Except as otherwise set forth herein, all notices under this Agreement will be in writing and if intended for Restaurant shall be directed to Restaurant’s address set forth on the Order Form or such other address provided by Restaurant to Slice pursuant to this Notice provision and if intended for Slice shall be directed to the attention of Restaurant’s partner success manager at partnersuccess@slicelife.com with a copy to Slice’s General Counsel at 349 Fifth Avenue, Floor 6, New York, New York 10016, email: legal@slicelife.com or such other address provided by Slice to Restaurant and such notice will be deemed to have been duly given (i) when received, if personally delivered; (ii) the first business day after sending by email; (iii) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (iv) upon receipt, if sent by certified or registered mail, return receipt requested.

b. Amendments. This Agreement may be modified, amended, updated by Slice from time to time, with reasonable notice to Restaurant, including via transmission of such updated terms via electronic means and in connection with any Order Forms. Without limiting the foregoing, the Order Form may be amended to add or subtract Services set forth therein pursuant to the oral agreement of Restaurant and Slice provided that Slice shall not be bound by any such oral agreement unless Slice provides Restaurant with written notice (which may be pursuant to email) of such addition, subtraction or change following such oral agreement (each, a “Service Amendment”). Restaurant agrees that the Services subject to any Service Amendment shall continue to be subject to this Agreement.

c. Relationship of the Parties. Slice is performing the Services as an independent contractor and nothing in this Agreement will be construed as establishing an employment, agency, partnership or joint venture relationship between Restaurant and Slice or any Slice employees or other persons performing Slice’s obligations hereunder. Neither party will have the authority to act on behalf of or bind the other party in any manner.

d. Force Majeure. Except for obligations to pay money, neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of such party, which may include hosting provider failure or delay, denial-of-service attacks, strikes, shortages, riots, fires, acts of God, war, disease, terrorism, and governmental action.

e. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver by either party of any default, misrepresentation, or covenant in this Agreement, whether intentional or not, will be deemed to extend to any prior or subsequent default, misrepresentation, or covenant under this Agreement or affect in any way any rights arising by virtue of any prior or subsequent occurrence.

f. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

g. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however that Slice may assign this Agreement in its entirety (including all Order Forms), without Restaurant’s consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

h. Communications With Slice. Slice may now or in the future contact Restaurant for various purposes in connection with the Services. By entering into this Agreement, Client grants its prior express consent to receive all communications, including automated phone calls and text messages, prerecorded phone messages, facsimile messages, and electronic mail, from or on behalf of Slice, its Affiliates, and its or their employees, agents, and contractors (including third-party service providers), for any purpose. This consent shall be irrevocable and shall continue in force so long as Restaurant continues to be subject to this Agreement or continues to use Slice’s products or services, unless applicable law requires such consent to be revocable. Nothing in this Section shall be construed as an acknowledgment that Slice is required under applicable law to obtain consent to send any such communications.

i. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Restaurant and Slice regarding Restaurant’s use of the Platform and Professional Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency between an applicable Order Form, and the Terms and Conditions of this Agreement, the Terms and Conditions of this Agreement will govern unless the Order Form expressly provides that it is intended to govern in the event of such conflict or inconsistency.

j. Headings. The headings used in this Agreement are for reference only and do not define, limit, or otherwise affect the meaning of any provisions hereof.

Slice Service Addendum (A): Online Ordering

This Addendum is made a part of, and incorporated into, the Slice Restaurant Agreement and applicable Order Form (collectively, the “Agreement”). Capitalized terms used but not defined in this Addendum have the meanings given them in the Agreement. The following Service description is subject to change from time to time by Slice in its sole discretion.

a. Service Description.

i. Enabling a Restaurant’s own direct online ordering through a commerce enabled customized website created and hosted by Slice, or order integration button located on the Restaurant’s existing website.

ii. The Listing services included on Addendum B.

iii. Reputation management, search engine management, content production/posts including management of deals or images on Google, Bing and Apple Maps.

iv. Creation of mobile and SEO-optimized website containing Restaurant Data and with the URL either purchased by Slice or provided by the Restaurant (the “Restaurant Website”), including, without limitation: (i) Operationally critical information including business name, address, hours, ETA for delivery, delivery zone, menu, delivery fees, discounts if applicable and contact info, (ii) Photography either provided by Restaurantor commissioned by Slice through a third party contracted photographer and uploading of those images, (iii) Code snippet for a button and link to the orderable menu hosted by Slice, available for Restaurant’s use on Restaurant’s existing website (if any), and (iv) Credit card payment processing capability via third parties.

v. Provision of code to add a button to Restaurant's website in order to enable Slice and the Restaurant owner to adjust the appearance and message of the button from Slice’s admin system or the owner’s administrative portal made available by Slice.

vi. Automated customer loyalty marketing available to Restaurant to support customer retention.

b. Additional Terms and Conditions for Service.

i. Slice and/or its third-party service providers shall purchase the domain(s) for the Restaurant Website and design and develop the Restaurant Website using the tools, templates, and methodologies of Slice and its third-party service providers. For clarity, Restaurant acknowledges and agrees that Slice’s right and license to Restaurant Data, including Restaurant Trademarks, may be (or may have been, for users who were using this Service prior to the Effective Date) used in connection with Slice’s purchase of domain(s) for the Restaurant Website. Upon termination of this Agreement, (i) Slice and its hosting providers shall no longer host the Restaurant Website; and (ii) Restaurant shall cease all use of the Restaurant Website, although Restaurant may continue to use any Restaurant Data in accordance with the Agreement.

ii. Restaurant hereby authorizes Slice, as Restaurant’s exclusive representative and agent, to claim and validate Restaurant’s Google business listing and to update such listing from time to time during the Order Form Service Term, as determined appropriate by Slice. During the Order Form Service Term, Restaurant will not authorize or permit any other person to claim or validate Restaurant’s Google business listing on Restaurant’s behalf. Without limiting the foregoing, Restaurant shall cooperate with Slice, and Slice may take such action as it deems appropriate, to add Slice as “co-manager” for Restaurant’s “Google My Business” or similar account.

Slice Service Addendum (B): Listing Services

This Addendum is made a part of, and incorporated into, the Slice Restaurant Agreement and applicable Order Form (collectively, the “Agreement”). Capitalized terms used but not defined in this Addendum have the meanings given them in the Agreement. The following Service description is subject to change from time to time by Slice in its sole discretion.

a. Service Description.

i. Listings on slicelife.com, Slice mobile applications, third party website listings including Google Assistant, Google Maps, Apple Maps, Bing, Trip Advisor, OneBite and Facebook. Online order capabilities on the above listed site, applications and third party websites.

ii. Review of online orders for accuracy and legitimacy.

iii. Transmission of order details to Restaurants via phone, fax, email, tablet or point of sale device.

iv. Processing of order adjustments and order cancellations.

v. Automated customer loyalty marketing available to Restaurant to support customer retention.

b. Additional Third-Party Terms and Conditions for Service. Restaurant’s participation in order capabilities on third party websites shall at all times be subject to the applicable terms of service of each such website (the “Third Party Terms”). Restaurant hereby represents and warrants to Slice that Restaurant will comply at all times with such Third Party Terms. Restaurant is solely responsible for its non-compliance with such Third Party Terms and Slice disclaims all liability arising out of or in connection with such non-compliance.

Slice Service Addendum (C): Listings Management Services

This Addendum is made a part of, and incorporated into, the Slice Restaurant Agreement and applicable Order Form (collectively, the “Agreement”). Capitalized terms used but not defined in this Addendum have the meanings given them in the Agreement. The following Service description is subject to change from time to time by Slice in its sole discretion.

a. Base Service Description:

i. Oversight of online presence and auditing of third party platforms and webpages containing business listings, such as Google My Business, Facebook, Tripadvisor, Yelp and Bing Places; and

ii. Management of content and links on online business listings using Restaurant Data.

b. Premium Service Description: For an additional fee as set out on the applicable Order Form, Slice will also provide, pursuant to the terms of the Agreement, the following premium Online Brand Management services:

i. Data Analytics and Insights: Provide periodic reporting on Restaurant’s online demand; and

ii. Online Review Maintenance: Monitor reviews left on designated third party platforms and web pages containing business listings of Restaurant, such as Google My Business, and respond to customer reviews posted on such listings, as determined by Slice using its reasonable business judgment.

c. Additional Terms and Conditions for Service.

i. In the management of content on any third party platforms and webpages, Restaurant understands that Slice does not control ratings, reviews, photos, videos, messages and other information that originates from parties other than Slice which is made available in connection with the third party platforms and webpages (“Third Party Content”). Restaurant agrees that Slice is in no way responsible or liable for such Third Party Content. Restaurant hereby authorizes designates and appoints Slice to respond to Third Party Content on behalf of Restaurant.

ii. Restaurant hereby authorizes Slice, as Restaurant’s exclusive representative and agent, to claim and validate Restaurant’s Google business listing and to update such listing from time to time during the Order Form Service Term, as determined appropriate by Slice. During the Order Form Service Term, Restaurant will not authorize or permit any other person to claim or validate Restaurant’s Google business listing on Restaurant’s behalf. Without limiting the foregoing, Restaurant shall cooperate with Slice, and Slice may take such action as it deems appropriate, to add Slice as “co-manager” for Restaurant’s “Google My Business” or similar account.

Slice Service Addendum (D): Google Food Ordering

This Addendum is made a part of, and incorporated into, the Slice Restaurant Agreement and applicable Order Form (collectively, the “Agreement”). Capitalized terms used but not defined in this Addendum have the meanings given them in the Agreement. The following Service description is subject to change from time to time by Slice in its sole discretion.

a. Service Description: Provides Restaurant with the ability to list on Order with Google (aka Google Food Ordering) and allows Consumers to place an order through Slice on Order with Google.

Slice Service Addendum (E): Phone Management Services

This Addendum is made a part of, and incorporated into, the Slice Restaurant Agreement and applicable Order Form (collectively, the “Agreement”). Capitalized terms used but not defined in this Addendum have the meanings given them in the Agreement. The following Service description is subject to change from time to time by Slice in its sole discretion.

a. Service Description: Provision of a managed phone number for Restaurant, including: unique phone number purchased by Slice on Restaurant’s behalf, used on online menu webpages for processing of phone orders, for which Restaurant will be responsible to pay a fee, and recording calls for operational purposes.

b. Additional Terms and Conditions for Service. Restaurant understands that phone carriers may charge for certain communications, such as SMS messages or phone calls, and Slice is not responsible for any such charges. As between the parties, Restaurant shall be the owner of the phone number.

Slice Service Addendum (F): Integrated Delivery Services

If Restaurant has opted into Slice’s third-party integrated delivery services, then the third party delivery provider’s terms and conditions of service are and shall be hereby incorporated into and made a part of this Agreement (the “Incorporated Terms”), and Restaurant’s use of the integrated delivery services shall at all timesmbe subject to the Incorporated Terms. The Incorporated Terms may be modified from time to time by the applicable third party delivery provider without notice to Restaurant and Restaurant must at all times ensure that it is up to date with the current version of the Incorporated Terms.

Slice may periodically add new third party delivery providers to its network, and Slice reserves the right to update this Addendum from time to time, with or without notice to Restaurant. Restaurant shall have the right to opt in each time a new third party delivery provider is added, and the applicable terms and conditions of use shall become Incorporated Terms herein. Restaurant acknowledges and agrees that by opting into the integrated delivery option, all transactions through such option shall be facilitated by Slice but shall ultimately be made directly between Restaurant and the third party delivery provider, and Slice will not be a party to such transactions. Accordingly, Slice shall have no liability to any party in connection with any transactions between Restaurant and a third party delivery provider.

DoorDash. Slice currently uses DoorDash as its third party delivery provider. A link to the DoorDash Incorporated Terms can be found here: https://help.doordash.com/merchants/s/terms-of-service-us?language=en_US. With respect to the DoorDash Incorporated Terms, only those terms governing the Door Dash Drive services are applicable (the DoorDash Marketplace terms are not applicable to Restaurant). DoorDash’s terms and conditions may be updated by DoorDash from time to time without notice to Restaurant. In addition to the DoorDash Incorporated Terms, if Restaurant desires to use the DoorDash integrated delivery services with respect to the sale of alcoholic beverages, Restaurant shall be required to sign an additional agreement directly with DoorDash in the form provided by DoorDash (either directly or via Slice).

Slice Service Addendum (G) Slice Digital Marketing Product

This Addendum is made a part of, and incorporated into, the Slice Restaurant Agreement and applicable Order Form (collectively, the “Agreement”). Capitalized terms used but not defined in this Addendum have the meanings given them in the Agreement. The following Service description is subject to change from time to time by Slice in its sole discretion.

a. Digital Marketing Product.

1. Paid Social Media. Slice will provide Paid social media support, which may include Facebook and Instagram. Social Media ads “hunt” for users who will most likely order from the restaurant. Slice pays Facebook and Instagram to find these users and show them the ad in the desired format (feed or story) and at an optimized time (e.g., dinner time).

2. Paid Search Marketing. Slice will provide Google/Bing search support, utilizing keywords that are associated with Restaurant and related to the online food ordering business in an effort to ensure that a customer who conducts a search on Google or Bing using a selected keyword will see Restaurant’s ads.

3. Slice will endeavor to provide a minimum of 20,000 impressions across Paid Social Media and Paid Search Marketing, though an exact number of impressions or orders cannot be guaranteed. Ads may be co-branded using the Restaurant’s and Slice’s branding materials.

b. Term and Termination.

i. Cycled subscription. Slice will provide the Digital Marketing Product for a period of two (2) to four (4) months, at Slice’s discretion. After this period ends, this Addendum will not automatically renew, and Restaurant must choose to renew these services.

ii. Auto-renewal subscription. Slice will provide the Digital Marketing Product during the applicable Order Form Service Term. Restaurant may elect to terminate the autorenewal subscription upon thirty (30) days prior written notice to Slice.

Slice Service Addendum (H) Slice Direct Mail

This Addendum is made a part of, and incorporated into, the Slice Restaurant Agreement and applicable Order Form (collectively, the “Agreement”). Capitalized terms used but not defined in this Addendum have the meanings given them in the Agreement. The following Service description is subject to change from time to time by Slice in its sole discretion.

a. Direct Mail Product.

1. As a user of the Slice Direct Mail Addendum, Restaurant will be permitted to: (i) Opt-in to a shared direct mail program; and (ii) Select Restaurant’s shop-funded promotion (e.g., $10.00 off for first time buyers). Slice will design the promotional materials and its third party vendor will produce and mail the promotional materials.

2. Restaurant acknowledges and agrees that pricing will vary depending on its location, quantity purchased and other factors.

3. Slice cannot guarantee that Restaurant will receive any new consumers or a certain number of orders as a result of the Direct Mail Product. All direct mailings will be co-branded using the Restaurant’s and Slice’s branding materials.

b. Term and Termination. Slice will provide the Direct Mail Product during the term of the Order Form. After the Order Form Service Term ends, this Addendum will not automatically renew, and Restaurant must choose to renew these services.

Slice Service Addendum (I) Slice In-Store Collateral

This Addendum is made a part of, and incorporated into, the Slice Restaurant Agreement and applicable Order Form (collectively, the “Agreement”). Capitalized terms used but not defined in this Addendum have the meanings given them in the Agreement. The following Service description is subject to change from time to time by Slice in its sole discretion.

a. In-Store Collateral Product. As a user of the Slice In-Store Collateral Product, Slice will sell Slicebranded items through Slice’s online store for Restaurant to buy. Slice is not responsible for the quality of materials after purchase.

b. Term and Termination. Slice will provide the In-Store Collateral Product during the term of the Order Form. After the Order Form Service Term ends, this Addendum will not automatically renew, and Restaurant must choose to renew these services.

ADDENDUM J

Acquiring Addendum - Wells Fargo Bank, N.A. (USA)

Introduction: Scope and applicability. This Acquiring Addendum is applicable to Merchants: (1) who are an entity established in the United States; (2) who entered into a Merchant Agreement with Adyen N.V. for the provision of payment services (the “Merchant Agreement”); and (3) who have card transactions acquired via Adyen (the “Sponsored Acquiring Services”) under the acquiring licenses of WELLS FARGO BANK, N.A. (“Member”), a member of various card schemes such as Visa and MasterCard (the “Card Schemes”). This Acquiring Addendum constitutes a separate legally binding contract between Merchant, Member and Adyen applicable to the Sponsored Acquiring Services. As between Adyen and Merchant, the terms of the Merchant Agreement also apply to the Sponsored Acquiring Services, provided that where a conflict exists between the Merchant Agreement and this Acquiring Addendum, the terms of this Acquiring Addendum will take precedence where it concerns the Sponsored Acquiring Services. Merchant acknowledges that Member’s obligations in connection with the Sponsored Acquiring Services are limited solely to acting, under Member’s acquiring license, as an acquirer of record for Merchant’s payment transactions on Adyen’s behalf. All other obligations relating to the provision of the Sponsored Acquiring Services (other than those of Merchant) are the responsibility of Adyen. Merchant agrees that, for the Sponsored Acquiring Services for which Member will be the acquirer of record in the United States, Member is a party to the Merchant Agreement for that purpose and for that part of the Merchant Agreement only. This Acquiring Addendum is entered into by the parties to satisfy the requirement of the owners of the Card Schemes and Member that Merchants wishing to accept card payments via such Card Schemes commit to comply with the terms prescribed by the Card Schemes regarding the processing of payments via the Card Schemes (the “Scheme Rules”).

Agreement to comply with Scheme Rules Merchant hereby agrees to comply with applicable laws, the applicable Scheme Rules as set by the Card Schemes and as modified by the Card Schemes from time-totime, with respect to the use of the Sponsored Acquiring Services by Merchant. Merchant is advised and agrees that pursuant to the Scheme Rules, among other requirements: (1) transactions may be made subject to chargebacks (leading to an obligation for Merchant to return funds received for such transaction); (2) settlement of funds for processed transactions may be delayed or withheld; (3) the Sponsored Acquiring Services may be suspended or terminated; and/or (4) fines for violations of applicable law or Scheme Rules may be payable. Further information on applicable Scheme Rules is published on the websites of the Card Schemes (usa.visa.com/merchants/merchantsupport/ international- operating-regulations.jsp and www.mastercard.com/us/merchant/support/rules.html) and further guidance on Scheme Rules is made available by Member via Adyen to Merchant. However, Merchant acknowledges and agrees that it shall be subject to the requirements of applicable law and Scheme Rules and, regardless of whether Member has advised Merchant through Adyen or Merchant is otherwise aware of such requirements.

Settlement via Member Funds received from the Card Schemes for payment transactions acquired via the Sponsored Acquiring Services will be received from the Card Schemes and credited to bank accounts held by Member and paid out to Merchant directly from such bank accounts. Merchant hereby authorises Adyen to, and authorises Member to allow Adyen to, initiate debits or credits to such accounts related to the funds resulting from settlement of Merchant’s payment transactions acquired via the Sponsored Acquiring Services. Without limiting the generality of the preceding sentence, Merchant hereby authorises Adyen to, and authorises Member to allow Adyen to, initiate debits to such accounts or otherwise withhold amounts from such funds (including for refunds, adjustments, chargebacks, fines, fees, other amounts due to Adyen or Member, any applicable reserve amounts, and any other obligation of Merchant or as otherwise provided under the Merchant Agreement or this Acquiring Addendum), pursuant to the terms of the Merchant Agreement or this Acquiring Addendum. Fees No fees are payable by Merchant to Member hereunder. The fees and other charges payable by Merchant for use of the Sponsored Acquiring Services are fully set out in the Merchant Agreement and are payable by Merchant to Adyen pursuant to the terms thereof.

Term and termination This Acquiring Addendum is effective upon the date Merchant signed the Merchant Agreement to which this Acquiring Addendum is attached or the date Merchant otherwise agrees to this Acquiring Addendum, and continues so long as Merchant uses the Sponsored Acquiring Services via the services of Adyen. This Acquiring Addendum will further terminate automatically upon any termination or expiration of the Merchant Agreement. This Acquiring Addendum may be terminated by Member or Adyen with immediate effect at any time by giving writing notice in case of: (i) a material breach of any of Merchant obligations under this Acquiring Addendum, the Merchant Agreement, applicable law and/or the Scheme Rules, or (ii) the termination of the agreement between Adyen and Member relating to the Sponsored Acquiring Services. Upon termination of this Acquiring Addendum, those terms which by their nature are intended to survive termination (including indemnification obligations and limitations of liability) shall survive.

Liability Limitation and Indemnification TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEMBER SHALL NOT BE LIABLE TO MERCHANT UNDER ANY THEORY OF LIABILITY. ADYEN ASSUMES RESPONSIBILITY FOR THE PROVISION OF THE SPONSORED ACQUIRING SERVICES TO THE MERCHANT PER THE TERMS AND LIABILITY LIMITATIONS SET OUT IN THE MERCHANT AGREEMENT. MEMBER IS NOT RESPONSIBLE OR LIABLE TO MERCHANT FOR ANY ACT OR OMISSION OF ADYEN TOWARD MERCHANT OR ADYEN’S PERFORMANCE OF THE SPONSORED ACQUIRING SERVICES. MERCHANT AGREES TO INDEMNIFY AND HOLD MEMBER HARMLESS FROM AND AGAINST ALL LOSSES, LIABILITIES, DAMAGES AND EXPENSES RESULTING FROM AND/OR ARISING OUT OF ANY BREACH OF ANY OBLIGATION BY MERCHANT OF THE TERMS OF THIS ACQUIRING ADDENDUM, THE MERCHANT AGREEMENT, APPLICABLE LAW AND/OR THE SCHEME RULES, EXPRESSLY INCLUDING ANY FINE OR OTHER CLAIM MADE AGAINST MEMBER BY A CARD SCHEME AS A RESULT OF SUCH BREACH.

Changes to Acquiring Addendum Member or Adyen may amend this Acquiring Addendum at any time by Adyen providing written notice to Merchant where Member or Adyen in its/their reasonable discretion deems the amendment to be necessary to ensure compliance with applicable laws, and/or Scheme Rules. The revised version will be effective 30 days after the date of such notice, unless otherwise specified in such notice. Merchant will be considered to expressly consent to all changes to the Acquiring Addendum if Merchant continues to use the Sponsored Acquiring Services after the effective date of the change.

Waiver The failure of a party to assert any of its rights under this Acquiring Addendum, including the right to terminate this Acquiring Addendum in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this Acquiring Addendum in accordance with its terms.

Relationship between the Parties. No agency, partnership, joint venture or employment relationship is created between Adyen, Member and/or Merchant by way of this Acquiring Addendum. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors.

Severability Whenever possible, each provision of this Acquiring Addendum will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Acquiring Addendum.

Merchant Details:

As recorded on the Merchant Registration Form

Appendix to this Acquiring Addendum:

Appendix 1 – Member disclosures Wells Fargo Bank

Appendix 1 - Member Disclosures Wells Fargo Bank

Member contact information: WELLS FARGO BANK, N.A. may be contacted by mail at: 1200 Montego, Walnut Creek, CA 94598 and by phone at (925) 746-4167.

Adyen contact information: ADYEN N.V. may be contacted by mail via its US subsidiary Adyen Inc. at 274 Brannan Street, Suite 600, San Francisco, CA 94107 and by phone at (415) 957 1000

Important Member Responsibilities:

A. Member is the entity approved to extend acceptance of Card Scheme products directly to you.

B. Member must be a principal (signer) to the relevant Acquiring Addendum.

C. Member is responsible for educating you on pertinent Visa and MasterCard Rules with which you must comply; but this information may be provided to you by Adyen.

D. Member is responsible for and must provide settlement funds to you.

E. Member is responsible for all settlement funds prior to funding you (or Adyen as your agent).

Important Merchant Responsibilities:

A. Ensure compliance with cardholder data security and storage requirements.

B. Maintain fraud and chargebacks below Card Scheme thresholds.

C. Review and understand the terms of the Acquiring Addendum.

D. Comply with Visa and MasterCard rules.

The responsibilities listed above do not supersede terms of the Merchant Agreement or this Acquiring Addendum and are provided to ensure Merchant understands some important obligations of each party and that Member is the ultimate authority should Merchant have any problems.