Foodiee - Terms of Use

Terms of Use

Date of Last Revision: May 3, 2022

Foodiee International Limited (“Foodiee,” “we,” “us,” “our”) provides its services (described below) to you through its website located at https://foodi.ee (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”),subject to the following Terms of Use (as amended from time to time, the “Terms of Use”).

The Terms of Use forms a legally binding agreement (the “Agreement”) between you and Foodiee, its parents, subsidiaries,representatives, affiliates, officers, and directors governing your use of the Service.

We reserve the right, at our sole discretion, to change or modify portions of the Terms of Use at any time. If wedo this, we will post the changes on the Site and will indicate on this page the date these terms were last revised.We will endeavor to notify you of material changes to the Terms, either through the Services user interface, inan email notification or through other reasonable means. Any such changes will become effective immediatelyupon your acceptance of the modified Agreement.

Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Use. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable). Ifyou do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access)the Service.

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN ANAGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINSTUS TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BEPERMITTED TO PURSUE CLAIMS AGAINST FOODIEE ON AN INDIVIDUAL BASIS, NOT AS APLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION ORPROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDINGMONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3)YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. BY ACKNOWLEDGING THE TERMS OF SERVICE AND/ORUSING THE FOODIEE SITE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BYTHIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.

In addition, when using certain services, you will be subject to any additional terms applicable to such servicesthat may be posted on the Service from time to time, including, without limitation, the Privacy Policy and the Service Support Agreement located at https://foodi.ee/privacy-policy. All such terms are, where applicable,hereby incorporated by reference into the Terms of Use.

1. ACCESS AND USE OF THE SERVICE

Services Description:

The Service is a technology platform that provides an online marketplace which enables connections between personal chefs, caterers and other individuals who wish to become Chef members and to list, offer, sell, and deliver food items and meal orders (the “Meal(s)”) to other Foodiee Members, who browse and purchase Meals. Members who purchase Meals through the Service are “Customer(s)” and users who list, prepare, and sell Mealsthrough the Service and who have entered into a Service Support Agreement with Foodiee are “Seller(s).” A

user may be both a Customer and Seller (and a Customer or Seller is also a “User” hereunder). All purchasesare made directly (and any contract for purchase and sale is) between the Customer and Seller.

Foodiee offers a marketplace, it is not itself a Seller and is not preparing, packaging, or selling any food. TheService includes enabling members to connect with each other and related services so that they can formulate their own purchase and sale transactions.

To encourage return use of the Service, Foodiee requires each Seller to enter into a Service Support Agreement with us to promote a uniform set of standard operating procedures for all Sellers and may also help facilitate theresolution of disputes between Customers and Sellers, but Foodiee has no control over and does not guarantee:

Although we make our best efforts to screen, maintain and audit our Chefs/ sellers, but we cannot guarantee thequality of every meal. We ask our Customer members to also contribute to improving the quality of our platform, meals and chefs by doing reviews, suggestions etc.

(a) the existence, quality, safety, authenticity, or legality of Meals offered or sold on the Service; (b) the truth or accuracy of a Seller's content or listings on the Service;

(c) the ability of a Seller to sell Meals through the Service and deliver Meals within required delivery windows; (d) the ability of Customers to pay for Meals purchased through the Service; or

(e) that a Customer or Seller will actually complete a transaction, effectuate trouble-free delivery and shipping, or return a Meal through the Service.

Sellers are independent business owners and independent contractors and not employees, partners, representatives, agents, joint venturers, independent contractors, or franchisees of Foodiee. Foodiee does notcook, package, or deliver food and does not employ people to cook, package or deliver food.

Each Seller is solely responsible for complying with all applicable laws, rules and regulations and standards,including but not limited to those pertaining to the preparation, sale, marketing, and packaging of all Mealsordered through Foodiee, and updating details and prices relating to the Meals offered. Each Seller is solelyliable for the quality, safety, and freshness of its products, and, other than requiring each Seller to enter into aService Support Agreement, Foodiee does not verify the credentials, representations, products, services, or pricesoffered by any Sellers and although we provide unprecedented support, continuous education and internalauditors/ consultants to ensure the Sellers are equipped with industry’s essential equipment’s to prepare foods safely, have received food handler certifications and follow our standard operating procedures etc., Foodiee doesnot guarantee the quality of the product or services, or that Sellers or Meals comply with applicable laws. Foodieewill not be liable or responsible for any Meals provided by Sellers that are a cause of injury or that do not meet your expectations in any manner.

Depending on the jurisdiction, Foodiee may enter into agreements with independent contractors (each a“Courier”) to provide delivery services under certain circumstances if desirable by individual Sellers or Customers. If a Seller or Customer chooses to use a Courier to deliver a Meal, Foodiee is not offering suchdelivery services and has no responsibility or liability for the actions or inactions of any Courier. Foodiee will not be liable or responsible for any delivery services provided by a Courier or any errors or misrepresentations made by them. Couriers are required to comply with all applicable laws, rules, and regulations.

Your Registration Obligations:

You may be required to register with Foodiee in order to access and use certain features of the Service. If youchoose to register for the Service, you agree to provide and maintain true, accurate, current, and complete

information about yourself as prompted by the Service's registration form. Registration data and certain otherinformation about you are governed by our Privacy Policy. The Service is available only to individuals who formlegally binding contracts under applicable law. Without limiting the foregoing, the Service is not available tominors (people under the age of majority in their state or province of residence) or to temporarily or permanentlysuspended users of the Service (both Customers and Sellers). If you do not qualify, please do not use the Service. Additionally, Foodiee reserves the right to refuse access to, or use of the Service to, anyone who breaches the

Terms of Use or for the reasons related to the safety of the Foodiee community including employees, orcurrent/prospective Users. You are only authorized to create and use one account for the Service and are prohibited from using alter egos or other disguised identities when using the Service.

Member Account, Password and Security:

You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account.

You agree to:

(a) immediately notify Foodiee of any unauthorized use of your password or account or any other breach of security; and

(b) ensure that you exit from your account at the end of each session when accessing the Service. Foodiee will not be liable for any loss or damage arising from your failure to comply with this Section.

Modifications to Service:

Foodiee reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Foodiee shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

General Practices Regarding Use and Storage:

You acknowledge that Foodiee may establish general practices and limits concerning use of the Service. Youagree that Foodiee has no responsibility or liability for the deletion or failure to store any data or other contentmaintained or transmitted by the Service. You acknowledge that Foodiee reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Foodiee reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Mobile Services:

The Service may include certain services that are available via a mobile device, including:

(a) the ability to upload content (including Meal options or Seller or Customer information) to the Service viaa mobile device;

(b) the ability to browse the Service and the Site from a mobile device; and

(c) the ability to access certain features through an application downloaded and installed on a mobile device.(collectively, the “Mobile Services”)

To the extent you access the Service through a mobile device, your wireless service carrier's standard charges,data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By

using the Mobile Services, you agree that we may communicate with you regarding Foodiee and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information aboutyour usage of the Mobile Services may be communicated to us. In the event you change or deactivate yourmobile telephone number, you agree to promptly update your Foodiee account information to ensure that yourmessages are not sent to the person that acquires your old number. You acknowledge and agree that your use of the Service must be in accordance with the usage rules established by your mobile device platform or service provider.

By registering for and using Foodiee and providing your contact information, you are consenting to be contacted by Foodiee or any of its business partners by telephone, text message (which may be automated), email, fax, telephone, or any means, even if you have opted in to the National Do Not Call List, any state or other equivalentDo Not Call List or the internal Do Not Call List of any company. In the event you no longer want to receive communications from Foodiee or its business partners, you agree to notify Foodiee by emailing support@foodi.ee

2. CONDITIONS OF USE

User Conduct:

You are solely responsible for all descriptions, pictures, listings, information, data, text, music, sound, graphics, video, messages, or other materials (collectively the “Content”) that you upload, post, publish or display (hereinafter, “Upload”) or email or otherwise use via the Service. Below are examples of the Content and/or useof the Service that is illegal or prohibited by Foodiee. Foodiee reserves the right to investigate and take appropriate legal action against anyone who, in Foodiee's sole discretion, violates this provision, includingwithout limitation, removing the offending content from the Service, suspending, or terminating the account ofsuch violators and reporting you to the law enforcement authorities.

You agree to not use the Service to:

(a) sell, post, or otherwise transmit any content or information relating to a Meal offering or any other content that:

(i) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another‘s privacy, hateful racially, ethnically, or otherwiseobjectionable;

(ii) you do not have a right to sell or transmit under any law or under contractual or fiduciary relationships; (iii) poses or creates a privacy or security risk to any person;

(iv) infringes any intellectual property or other proprietary rights of any party;

(v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activitiesand/or sales, “junk mail,” “spam,” “contests,” “sweepstakes,” or any other form of solicitation;

(vi) contains software viruses or any other computer code, files or programs designed to interrupt, destroy,or limit the functionality of any computer software or hardware or telecommunications equipment; or

(vii) in the sole judgment of Foodiee, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Foodiee or its users to any harm or liability of anytype;

(b) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(d) harvest or collect email addresses or other contact information of other users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

(e) advertise or offer to sell or buy any goods or services other than Meals intended to be prepared, sold, and purchased through the Service;

(f) use the Service to request, make or accept a Meal independent of the Service, to circumvent any fees thatwould otherwise apply to such transaction;

(g) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey anyrequirements, procedures, policies, or regulations of networks connected to the Service;

(h) violate any applicable local, provincial, state, national, or international law, or any regulations having the force of law;

(i) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or

(j) obtain or attempt to access or otherwise obtain any materials or information through any means notintentionally made available or provided for through the Service.

3. USER REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

All Users represent and warrant that:

(a) you are at least of the legally required age in the jurisdiction in which you reside and are otherwise capable of entering into binding contracts;

(b) you have the right, authority, and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide;

(d) you will respect the privacy (including without limitation private, family and home life) and data protection rights of Users with whom you communicate through the Foodiee marketplace;

(e) you will fulfill the commitments you make to other Users, communicate clearly and respectfully, provide, or accept Meals at the agreed time and only utilize the third party payment service provider specified or approved by the Company to make or receive payment through the Foodiee marketplace;

(f) you will act professionally and responsibly in your interactions with other Users; (g) you will use your real name or business name on your profile;

(h) you will act in accordance with all applicable local, state, and federal laws and regulations and in good faith, when accessing the Foodiee marketplace; and

(i) you do not have any motivation, status, or interest that Foodiee may reasonably wish to know about in connection with the Foodiee Marketplace, including without limitation, if you are using or will or intend to use the Foodiee marketplace for any journalistic, academic, investigative, or unlawful purpose.

Sellers additionally represent and warrant that:

(a) you are operating as a sole proprietor, partnership, limited liability company, limited partnership, corporation, or other business entity when selling through the Foodiee Marketplace;

(b) you are engaged in an independently established business selling goods similar to the goods you sell to Clients through the Foodiee Marketplace, and maintain an independent clientele;

(d) if you sell food in a jurisdiction that requires you to have a license(s) and/or tax registration, you have the required license(s) or tax registration;

(e) you are responsible for identifying and obtaining any required licenses, permits, or registrations before selling food through the Marketplace;

(f) you have any and all insurance required to operate your business and sell food through the Marketplace; (g) you will use your real name or business name and an up-to-date photo on your profile;

(h) you will honor your commitments to other Users of the Marketplace, including by fulfilling product orders on time and as agreed upon with your Customer and providing timely, high-quality food to your Customers;

(i) you will only sell food safely and in accordance with all applicable laws;

(j) for each item you sell, you will disclose each and every ingredient to your Customers including but not limited to each major allergen as defined by local, state, or federal law;

(k) you will only cook food in a location that you are permitted by law to cook food;

(l) you agree that we may (but are not required to) obtain information about you, including your criminal records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement;

(m) you will pay all applicable federal, provincial or state, and local taxes based on income earned for your sale of food (note, the platform will collect and remit taxes for the sale of food where applicable); and

(n) you agree not to market your meals in a false or misleading manner including but not limited to not making false representations or claims about the nutritional value of your meals.

(o) You agree to obtain your food handler certification and keep it valid for as long as you maintain an active chef status with Foodiee

Sellers Facilities:

In addition to the foregoing conduct restrictions, to the extent you are a Seller, you represent and warrant that your use of the Services to market, advertise and sell Meals does not violate any applicable law or regulation;and:

a) you operate your microenterprise home kitchen in a city or county where the governing body has authorized by ordinance or resolution the permitting of microenterprise home kitchen operation;
b) you have submitted to the local enforcement agency written standard operating procedures that include the following information:

(i) all food types or products that will be handled;

(ii) the proposed procedures and methods for food preparation and handling;

(iii) procedures, methods, and schedules for cleaning utensils, equipment, and for the disposal of refuse;

(iv) how food will be maintained at the required holding temperatures, pending pickup by Customers orduring delivery; and

(v) days and times that the home kitchen will potentially be utilized as a microenterprise home kitchen operation.

c) you have successfully:

(i) passed an approved and accredited food safety certification examination;

(ii) passed a Foodiee’s auditors inspection; and

(iii) received a permit from Foodiee;

d) your permit to operate a microenterprise home kitchen operation received remains valid and in full effect;
e) any person delivering Meals on behalf of your permitted microenterprise home kitchen operation is an employee or a family/household member of yours, and if such a person drives a motor vehicle to deliverMeals, the person has a valid driver's license;
f) you have entered (and updated when necessary) the permit number for your microenterprise home kitchenoperation in the dedicated field provided by us during the sign-up process;
g) you have no more than one full-time equivalent food employee, not including a family member or householdmember;
h) your Meals are prepared, cooked, and served to Customers on the same day;
i) your Meals are consumed:

(i) offsite if the food is picked up by the consumer or delivered within a safe time period; j) your Meal preparation does not involve processes that require or handle raw milk; k) your Meals do not include raw oysters;

l) you sell Meals only to Customers who are Foodiee Members as consumers rather than wholesaler or retailers.Ingredients and Allergens:

For any particular Meal and related content posted using the Service, a Seller shall provide a comprehensive list of ingredients contained in or otherwise used to prepare the Meal, including any known allergens. Foodiee is notresponsible for the accuracy of the information and labeling of Meals delivered to Customers. Customers should be advised that Meals may be prepared in facilities using the same equipment that is used to prepare Meals containing other allergens even if the allergen is marked as being absent from the food. Foodiee shall not be liable for any illness, health problem, or other damages that may result from any order or consumption of anyMeals and related items purchased through the Service.

Seller Insurance:

Foodiee maintains insurance for its own business operations but it does not maintain insurance for the actions ofSellers or Customers. If you are a Seller, Foodiee recommends that you obtain appropriate insurance to cover the operation of your food facility and the preparation and delivery of Meals. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusionsto, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Customers or any third party service.

Customer Review Guidelines:

To the extent you are a Customer, Foodiee may allow you to upload content and leave reviews regarding your purchase of Meals. Foodiee may accept, reject, or remove reviews and any associated content in its solediscretion. Foodiee has absolutely no obligation to screen or to delete reviews or associated content, even if anyone considers reviews objectionable or inaccurate.

Those Customers posting reviews should comply with the following criteria:

(a) reviewers should have firsthand experience with the person/entity being reviewed;

(b) reviews should not contain offensive language, profanity, or abusive, racist, or hate language; discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability;or references to illegal activity;

(d) reviewers should not make any conclusions as to the legality of conduct; and

(e) reviewers may not post any false statements or organize a campaign encouraging others to post reviews,whether positive or negative.

Reviews are not endorsed by Foodiee, and do not represent the views of Foodiee or of any affiliate or partner of Foodiee. Foodiee does not assume liability for any review or for any claims, liabilities or losses resulting fromany review. Any review you post will be considered User Content (as defined below).

Marketplace Risk:

Foodiee is not affiliated with or endorsed by any Seller, restaurant or other meal preparation service madeavailable through the Service. Beyond its capacity as a marketplace and technology platform, Foodiee is not a party to or involved in any transaction between Customers and Sellers, and does not act as a Customer, Seller(or affiliate for a Customer or Seller) or broker with respect to any transactions. There are risks that you assume when dealing with other users (including those who may be acting under false pretenses) and all of these risksare borne by you, and not Foodiee. We encourage you to use the various functionalities of the Service (e.g.,Seller profiles, meal options, and user reviews) to help evaluate the user with whom you are dealing.

Sellers as Independent Business Owners / Independent Contractors:

Users of the Service acting in the capacity of a Seller do so in their personal capacity as an independent business and independent contractor and seller of goods and not as an employee of Foodiee.

As a Seller, you agree that:

(a) you are an independent business owner and not an employee of Foodiee;

(b) you shall be solely responsible for determining the means and manner of the work performed to create thegoods you sell through the Marketplace;

(c) the Terms of Use does not create an association, joint venture, partnership, franchise, or employer/employeerelationship between you and Foodiee, or you and a Customer;

(d) you will not represent yourself as an employee or agent of Foodiee to any Customer;

(e) you will not be entitled to any of the benefits that Foodiee may make available to its employees, such asvacation pay, sick leave, and insurance programs, including group health insurance or retirement benefits; and

(f) you are not eligible to recover contributor's compensation benefits in the event of injury. As a Seller, youwill not engage a Customer in any way that may jeopardize your status as an independent business.

Foodiee does not control the behavior of users of the Service or the information or User Content (defined below) provided by other users. As a result, Foodiee does not guarantee or endorse the legality, authenticity, quality, or safety of any Meals offered or sold, the truth or accuracy of any listings, or the ability of Sellers to sell Meals orof Customers to buy Meals. We cannot assure that all transactions will be completed. Additionally, Foodiee doesnot guarantee the ability or intent of users to fulfill their obligations in any transactions. Foodiee reserves the right to delay the completion of any transaction for a reasonable period of time for purposes of fraud detection and otherwise protecting Foodiee and its users from illegal or wrongful activities or other violations of the Termsof Use.

Special Notice for International Use; Export Controls:

Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to the country’s export controls. No Software may be downloaded from the Service or otherwiseexported or re-exported in violation of export laws. Downloading or using the Software is at your sole risk.Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding youruse of the Service, including as it concerns online conduct and acceptable content.

Commercial Use:

Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transferor upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

4. PURCHASE AND SALE TRANSACTIONS

Fees:

Registering for the Service is free; however, Foodiee charges certain fees for various transactions effectedthrough the Service, as set forth in the fee policy located at https://foodi.ee/fee-policy (the “Fee Policy”). Unlessotherwise stated, all fees are quoted in Canadian dollars.

Taxes; Shipping Costs; Customer Responsibility:

Meals purchased by and delivered to Customers in different provinces may be subject to applicable provincialand local sales or use tax, privilege tax or similar transaction-based taxes required in the food services industry of a particular location (“Taxes”). The amount of Taxes is based on a number of factors, including but not limited to a Customer's designated delivery address, and/or the location of the Seller.

Customers are responsible for paying to a Seller the applicable purchase price for a purchased Meal, as well as any delivery costs and paying applicable Taxes associated with the purchase and sale of any Meals through theService. Delivery costs and Taxes attributable to the sale of any Meals are not included in the listed price for any Meals listed by Sellers through the Service but will be displayed to Customers before confirmation of any purchase.

Sellers are responsible for paying Foodiee's commission set forth in the Fee Policy as well as their own taxes imposed or measured by such Seller's net income, net profits, income, profits, and/or revenues associated with the sale of any Meals through the Service.

Packaging:

Sellers may choose to purchase packaging materials and/or labels from us for the delivery of Meals prepared for Customers. If purchased, we may charge your credit card or other acceptable payment method you provide.

Payments; Subscriptions:

Customers may pay for Meals using credit cards or other payment methods as may be determined by Foodieefrom time to time. Sellers will be prompted to provide bank account details to us so that we may facilitate transfer of payments received from Customers purchasing Meals. If you submit your payment information through theService, then you authorize Foodiee to store that payment information and charge your payment method for anyMeal you purchase. You will promptly update your account information with any changes (for example, a changein your billing address or credit card expiration date) that may occur.

If you purchase Meals on a recurring or subscription basis, you hereby authorize Foodiee to bill your paymentinstrument in advance on a periodic basis in accordance with the terms of any particular subscription order untilyou terminate or pause such order or terminate your account, and you further agree to pay any charges so incurred.If you dispute any charges, you must let Foodiee know within fourteen (14) days after the date that Foodieecharges you.

Fee Modifications:

We reserve the right to change or discontinue, temporarily or permanently, some or all of the fees for the Service. Any change will be effective upon posting of a revised Fee Policy unless a different notice period is required by law. Your continued use of the Service after the fee change becomes effective constitutes your agreement to paythe changed amount.

Promotions; Credits:

Foodiee may from time to time offer Users certain promotions, incentives, or credits (the “Promotions”) towards the purchase of Meals and/or fees associated with use of the platform, and Users may use such Promotions inaccordance with their terms. Depending on the type of Promotion used, it may reduce the amount of taxes that

apply to a Customer's order. The application of the Promotion will be reflected at the time of checkout and onthe receipt of purchase. Promotions are personal to the User that they are sent to and may not be shared orredeemed with anyone else unless it is explicitly permitted by the terms of that Promotion. Sellers may also offerPromotions to their customers through the platform and are solely responsible for any costs associated with redemption of that Promotion.

5. THIRD PARTY DISTRIBUTION CHANNELS

In the future, Foodiee may offer its Software application through third party channels including the Apple AppStore, Android Marketplace, or other distribution channels (the “Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel.

(a) You represent and warrant that:

(i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and

(ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should bedirected to legal@foodi.ee

6. INTELLECTUAL PROPERTY RIGHTS

Service Content, Software and Trademarks:

You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expresslyauthorized by Foodiee, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service.

In connection with your use of the Service you will not engage in or use any data mining, robots, scraping, orsimilar data gathering or extraction methods. If you are blocked by Foodiee from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other thanas specifically authorized herein is strictly prohibited.

The technology and software underlying the Service or distributed in connection therewith are the property ofFoodiee, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Foodiee.

The Foodiee name and logos are trademarks and service marks of Foodiee (collectively the “FoodieeTrademarks”). Other Foodiee, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Foodiee. Nothing in the Terms of Use or the Service should be construed as granting, by implication,estoppel, or otherwise, any license or right to use any of Foodiee Trademarks displayed on the Service, without

our prior written permission in each instance. All goodwill generated from the use of Foodiee Trademarks willinure to our exclusive benefit.

Third Party Material:

Under no circumstances will Foodiee be liable in any way for any content or materials of any third parties(including Users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Foodiee does not pre-screen content, but that Foodiee and its designees will have the right (but not the obligation) in their solediscretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Foodiee and its designees will have the right to remove any content that violates the Terms of Use or is deemed by Foodiee, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear allrisks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulnessof such content.

User Content Transmitted Through the Service:

With respect to the content or other materials you upload through the Service or share with other users orrecipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein.

By uploading any User Content, you hereby grant and will grant Foodiee and its affiliated companies anonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable licenseto copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connectionwith the operation of the Service or the promotion, advertising, or marketing thereof, in any form, medium or technology now known or later developed.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Service (“Submissions”), provided by you to Foodiee are non-confidential and non-proprietary, andFoodiee will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that Foodiee may preserve content and may also disclose content if required to doso by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

(a) comply with legal process, applicable laws, or government requests;

(b) enforce the Terms of Use;

(d) protect the rights, property, or personal safety of Foodiee, its users and the public.

You understand that the technical processing and transmission of the Service, including your content, mayinvolve:

(a) transmissions over various networks; and

(b) changes to conform and adapt to technical requirements of connecting networks or devices.Copyright Complaints:

Foodiee respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Foodiee of your infringement claim in accordance with the procedure set forth below.

Foodiee will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (the “DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement.

A notification of claimed copyright infringement should be emailed to Foodiee's Copyright Agent atlegal@foodi.ee (Subject line: “DMCA Takedown Request”). You may also contact us by mail at: ●.

To be effective, the notification must be in writing and contain the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright orother intellectual property interest;

(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;

(c) a description of where the material that you claim is infringing is located on the Service, with enough detailthat we may find it on the Service;

(d) your address, telephone number, and email address;

(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

(f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate;and

(g) that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Counter-Notice:

If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, toupload and use the content in your User Content, you may send a written counter-notice containing the followinginformation to the Copyright Agent:

(a) your physical or electronic signature;

(b) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

(c) a statement that you have a good faith belief that the content was removed or disabled as a result of mistakeor a misidentification of the content; and

(d) your name, address, telephone number, and email address, a statement that you consent to the jurisdictionof the Supreme Court of British Columbia and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Foodiee will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or moreafter receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy:

In accordance with the DMCA and other applicable law, Foodiee has adopted a policy of terminating, inappropriate circumstances and at Foodiee's sole discretion, users who are deemed to be repeat infringers. Foodieemay also at its sole discretion limit access to the Service and/or terminate the memberships of any users whoinfringe any intellectual property rights of others, whether or not there is any repeat infringement.

7. THIRD PARTY WEBSITES

The Service may provide, or third parties may provide, links or other access to other sites and resources on theInternet. Foodiee has no control over such sites and resources and Foodiee is not responsible for and does notendorse such sites and resources. You further acknowledge and agree that Foodiee will not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods, or services available on or through any such site or resource. Anydealings you have with third parties found while using the Service are between you and the third party, and youagree that Foodiee is not liable for any loss or claim that you may have against any such third party.

Social Networking; Other Third Parties:

From time to time, we may allow you to register for the Service using third party services and otherwise enablevarious third party services (e.g., delivery if permitted) to be directly integrated into your Foodiee experience.By directly integrating these services into the Service, we make your online experiences richer, easier, and more personalized. To take advantage of these features, we may ask you to register for or log into such services on the websites of their respective providers.

By enabling third party services within the Service, you are allowing us to pass your log-in information to theseservice providers for this purpose. For more information about the implications of activating these third party services and Foodiee's use, storage and disclosure of information related to you and your use of such serviceswithin the Service (including your friend lists and the like), please see our Privacy Policy at foodi.ee/privacy

However, please remember that the manner in which third party services use, store and disclose your information is governed solely by the policies of such third parties, and Foodiee shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service.

In addition, Foodiee is not responsible for the accuracy, availability or reliability of any information, content,goods, data, opinions, advice, or statements made available in connection with third party services. As such,Foodiee is not liable for any damage or loss caused or alleged to be caused by or in connection with use of orreliance on any such third party service. Foodiee enables these features merely as a convenience and the inclusion of such features does not imply an endorsement or recommendation.

8. INDEMNITY AND RELEASE

You agree to release, indemnify, and hold Foodiee and its affiliates and their officers, employees, directors, andagents (collectively, the “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind and injury (including death) arising out of orrelating to your use of the Service, any User Content, your connection to the Service, your violation of the Termsof Use or your violation of any rights of another.

Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages, or expenses incurred as a result of any action or inaction of suchIndemnitee.

9. DISCLAIMER OF WARRANTIES

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. FOODIEE EXPRESSLY DISCLAIMS ALL WARRANTIES OFANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, TITLE, AND NON-INFRINGEMENT.

FOODIEE MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOURREQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THESERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS,SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

10. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT FOODIEE WILL NOT BE LIABLE FORANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FOODIEE HAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USEOR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OFSUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONSENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO ORALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THESERVICE. IN NO EVENT WILL FOODIEE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES,LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID FOODIEE IN THELAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAINWARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL ORCONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IFYOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

11. DISPUTE RESOLUTION BY BINDING ARBITRATION

Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in the Terms of Use as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Foodiee, whether arising out of or relating to the Terms of Use (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final

and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, exceptthat you may assert individual claims in small claims court, if your claims qualify.

This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, provincial or local agencies, and such agencies, if the law allows, seek relief against us on your behalf. Youagree that, by entering into the Terms of Use, you and Foodiee are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. TheArbitration Act of British Columbia (the “AABC”), governs the interpretation and enforcement of this Arbitration Agreement.

For Sellers, or Seller registrants, you may opt out of the requirement to arbitrate if you have not previously agreed to an arbitration provision in the Terms of Use where you had the opportunity to opt out of the requirementto arbitrate. If you have previously agreed to such an arbitration provision, you may opt out of any revisions toyour prior arbitration agreement made by this version of the arbitration agreement in the manner specified below, but opting out of this arbitration agreement has no effect on any previous, other, or future arbitration agreementsthat you may have with Foodiee. Except as specified in this arbitration agreement, if you are a Seller, you mayopt out of the Arbitration Agreement by notifying Foodiee in writing within 30 days of your agreement to theTerms of Use.

To opt out, you must send a signed written notification to ● Attention: Legal, that includes: (a) your account username;

(b) your name;

(d) your telephone number;

(e) your email address; and

(f) a clear statement indicating that you wish to opt out of the Arbitration Agreement. b. Prohibition of Classand Representative Actions and Non-Individualized Relief

YOU AND FOODIEE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANYPURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOUAND FOODIEE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDEOVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO,THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, ANDDECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEFAND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THEARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TOTHE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Pre-Arbitration Dispute Resolution

Foodiee is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at support@Foodi.ee If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail,a written Notice of Dispute (the “Notice”). The Notice to Foodiee should be sent to ●.

The Notice must:

(a) describe the nature and basis of the claim or dispute; and

(b) set forth the specific relief sought.

If Foodiee and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you orFoodiee may commence an arbitration proceeding. During the arbitration, the amount of any settlement offermade by Foodiee or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount,if any, to which you or Foodiee is entitled.

Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the AABC (the “Arbitrator”). The Arbitrator shall be appointed by the parties as identified in the Notice, failing which, the Supreme Court of British Columbia will appoint an arbitrator.

All issues are for the Arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability,and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator award the same damages and relief on an individual basis that a court award to an individual under the Terms of Use and applicable law. Decisions by thearbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Foodiee and you agree otherwise, any arbitration hearings will take place in a reasonably convenientlocation for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made pursuant to the provisions of the AABC.

The Arbitration proceeding shall be commenced with the party, initiating the arbitration proceeding, sending a notice to the respondent demanding that the parties engage in arbitration pursuant to the terms of this Arbitration Agreement (the “Arbitration Notice”).

Following the Arbitration Notice, the parties shall ensure that an Arbitrator is duly appointed and further submit any statements or evidence in support of their claim (the “Supporting Evidence”).

Upon receipt of the Supporting Evidence, the Arbitrator will render a binding decision on the dispute and advise the parties accordingly.

Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AABC, and unless agreed by the parties, is within the discretion of the arbitral tribunal.

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is

invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is validand enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.

If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of thisArbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Use will continue to apply.

Future Changes to Arbitration Agreement

Notwithstanding any provision in the Terms of Use to the contrary, Foodiee agrees that if it makes any futurechange to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of theServices, you may reject any such change by sending Foodiee written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the dateyou first accepted the Terms of Use (or accepted any subsequent changes to the Terms of Use).

Termination

You agree that Foodiee, may suspend or terminate your account (or any part thereof) or use of the Service andremove and discard any content within the Service, for breach of the Terms of Use, for lack of use or if Foodiee believes that you have violated or acted inconsistently with the letter or spirit of the Terms of Use. Any suspectedfraudulent, abusive, or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Foodiee may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of the Terms of Use may be affected without prior notice, and acknowledgeand agree that Foodiee may immediately deactivate or delete your account and all related information and filesin your account and/or bar any further access to such files or the Service. Further, you agree that Foodiee will not be liable to you or any third party for any termination of your access to the Service.

12. MISCELLANEOUS PROVISIONS

User Disputes

You agree that you are solely responsible for your interactions with any other User in connection with the Service and Foodiee will have no liability or responsibility with respect thereto. Foodiee reserves the right, but has noobligation, to become involved in any way with disputes between you and any other User of the Service.

General

The Terms of Use constitute the entire agreement between you and Foodiee and govern your use of the Service,superseding any prior agreements between you and Foodiee with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third partycontent or third party software.

The Terms of Use will be governed by the laws of the Province of British Columbia without regard to its conflict of law provisions.

With respect to any disputes or claims not subject to arbitration, as set forth above, you and Foodiee agree tosubmit to the personal and exclusive jurisdiction of the provincial and federal courts located within Vancouver,British Columbia.

The failure of Foodiee to exercise or enforce any right or provision of the Terms of Use will not constitute a waiver of such right or provision.

If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the partiesnevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms of Use must be filed within one (1) year after such claim or cause ofaction arose or be forever barred.

A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the sameconditions as other business documents and records originally generated and maintained in printed form.

You may not assign the Terms of Use without the prior written consent of Foodiee, but Foodiee may assign ortransfer the Terms of Use, in whole or in part, without restriction.

The section titles in the Terms of Use are for convenience only and have no legal or contractual effect. Noticesto you may be made via either email or regular mail.

The Service may also provide notices to you of changes to the Terms of Use or other matters by displaying notices or links to notices generally on the Service.

Your Privacy

At Foodiee, we respect the privacy of our users. For details, please see our Privacy Policy located at https://foodi.ee/privacy-policy. By using the Service, you consent to our collection and use of personal data asoutlined therein.

Questions? Concerns? Suggestions?

Please contact us at legal@Foodi.ee to report any violations of the Terms of Use or to pose any questionsregarding this Terms of Use or the Service.