Partner Terms and Conditions

1.1 We dream of a planet where the resources used to produce food are utilized and no food goes to waste. Our Platform helps businesses and consumers address this goal by saving food items that would otherwise have ended in a landfill. With your use of the Platform you are contributing to the goal of ensuring that all food produced is food consumed.

1.2 To support our mission, we try to keep it simple by offering an easy concept by which we empower Consumers to save food products from retail businesses around them. Using the Platform, Consumers get food items at attractive prices, and you as a business reduce food waste, recoup some sunken costs due to expiration shrinkage, and get exposure to new Consumers.

1.3 The Platform offers an online marketplace that connects Consumers with businesses, just like yours, that have surplus food to offer. While a business using the Platform to offer their surplus food items to Consumers may come in many forms (e.g. grocery stores, convenience stores, pet marts, manufacturers, etc.), we refer to such businesses collectively as a “Store” or “Stores”. Stores offer surplus food items by listing on the Platform a number of products that they wish to make available to be purchased by Consumers. Those who use the Platform to purchase surplus food items listed by a Store are "Consumers".

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

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

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

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

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

3.1 When Consumers Purchase food items on the Platform they pay us for a Sale and in exchange receive a Order Confirmation Number, for purposes of these Store Terms (each an “Order Number”) that is redeemable for the items purchased, in person, at your Store. You then hand over the purchase items to a Consumer when they arrive at your Store in exchange for their Bitezar Order Number.

3.2 Store Account. Your Bitezar Business Profile (called Profile) is where you handle the details of your relationship with us and use the Platform to list Store(s) and food items that will be available for Consumers to purchase (i.e. Listings as defined below). You must register and create an account by providing all the information we reasonably require during account registration or at any time after. In the Platform and you must keep your Profile complete, accurate and updated. Any failure to provide or maintain this information may interfere with our ability to provide our services to you.

3.3 Listing. Make products available for purchase by Consumers on the Platform (each a “Listing”).

3.4 Purchases. Once you make a Listing of a product on the Platform, a Consumer can purchase it for themselves (each a “Purchase”).

3.5 Pick-up. You finalize the sale of the products to a Consumer when the Consumer arrives at your designated location (often the address of your Store) to retrieve the products they purchased on the Platform and accepts the items. The Sale is validated upon confirmation in the App, and the Consumer takes the food products away with them (“Pick-up”). The Pick-up is the conclusion of the transaction which is made exclusively between you and the Consumer. In each Store's detail you set the address of the store where the Consumer can Pick-up their order.

3.6 Pick-up time. In your profile, you set the opening and closing hours for your Store(s) so Users can Pick-up their Purchase before the Products' last pickup window. Each item will have a cut off date and it will become inactive after this cut off date. We do not allow picking up products that are past the final pick up window (aka cut off date). You as a Store are responsible to safely discard any products that were purchased but not picked up, and must not allow the Users to pick up any expired products. The sale validation option (“Pick-up”) will be disabled for such Purchase. Bitezar will work with the User to determine whether a refund or non-refundable sale is necessary for each of these transactions on a case by case basis.

3.7 In App - You and Consumers may cancel a Purchase within the app. Keep in mind many Consumers plan their day around their pickup, so we ask you to respect their time by not cancelling a Purchase unless absolutely necessary. We understand this can happen under exceptional circumstances, but it should not happen often or disproportionately to the number of Pick-ups from you. If you need to cancel Purchases regularly, you should reduce your scheduled Listings in your Stores account. If your cancellations become excessive or habitual and remain unresolved by you, your Listing capabilities in your Stores account may be limited or suspended. In addition, the Consumer may cancel their Purchase if you delay the delivery of the food items to the Consumer by more than 30 minutes when they arrive to Pick-up their Purchase. The only exception to this would be if the Consumer picks up the item past the final Pick-up date (aka after Product expiration date).

3.8 In Store - In addition, Consumers may cancel their Purchase at any time before Pick-up is concluded if the Consumer chooses to for any reason. This free cancellation right is a regulatory requirement.

3.9 Listings and Purchases may be removed or cancelled by us at our discretion, when necessary, like in the event of a recall, dispute, or other matter that in our assessment requires that action to be taken.

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

4.2 Confirm that you are authorized by your Store

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

4.3 Authorize BITEZAR to receive payments from Consumers

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

4.4 Comply with rules that apply to you

You (and not Bitezar) are responsible for understanding and complying with all laws, rules, and regulations especially those that apply to your provision of food and beverage to Consumers using the Platform. This includes requirements like preparation, handling, and labelling the food you provide to a Consumer and authorization to hand out food and beverages to Consumers.

Some specific Platform rules you must follow are:

• a. never list anything on the Platform other than food items or use the Platform to sell anything other than food items, unless otherwise agreed with us


• b. ensure the original retail value of the contents of each food item you List meets or exceeds the minimum value listed on our platform


• c. if we or a Consumer ask, you must provide all information according to applicable law or regulation that applies to the contents of each food item you list on the Platform, including - but not limited to - list of ingredients, allergens and other labelling related information


• d. ensure upon Pick-up you have all information about the contents of the food items required by applicable law or regulation, as well as information available for the Consumer about how to store the food items and when they must be consumed.

4.5 Food quality and control

You agree to comply with our recall process as provided on the Platform or as otherwise directed by us. You must also immediately remove your Listings and notify us in the following circumstances:

• a. If you recall or are required to recall any food you provided to Consumers using the Platform
• b. You are aware of problems or risks related food you provided to Consumers using the Platform
• c. You become aware of your non-compliance with laws, rules, or regulations related to food or product liability
• d. You do not have or lose any license required for you to legally provide food to Consumers in your relevant geographic market

4.6 If any of these occur Bitezar may retract all applicable pending Purchases, inform all applicable Consumers, and refund amounts to Consumer for related Purchases and Pick-ups.

5.1 As the provider of the Platform, Bitezar does not own, control, offer, or manage any Listings of food items you make available. Bitezar is only an intermediary and as a result Bitezar is not a part of the sale of the food you provide to Consumers.

We are also not responsible for the following:

• a. anything you provide to Consumers, including the food items listed


• b. the manufacture, sale, purchase, storage, preparation, production, processing, labelling, delivery or handling of the contents of food items nor compliance with applicable legislation, including applicable food regulations regarding the same


• c. fulfilling your obligations to Consumers

Consumer Complaints

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

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

6.1 We charge you a monthly fee, if selected, for the use of our Platform (the “Platform Fee”) and a fee each time a food item sale is confirmed for your Store (the “Selling Fee”). Together the Platform Fee and Selling Fee are referred to as the "Bitezar Fees”.

6.2 The Platform Fee and Selling Fee that apply to you can be shared, as needed, upon request.

6.3 We collect all amounts from the Consumer associated with each Order you sell (i.e. at the conclusion of the Pick-up). The Selling Fee is deducted from the payout you receive from us. Unless otherwise agreed between you and us, the Selling Fee is 25% of the listed price of each food item. The Selling Fee is less sales tax, if any, so when you receive payments from us you'll notice applicable sales tax, if any, has been added to our Selling Fee.

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

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

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

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

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

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

7.2 You should note that

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

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

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

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

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