User Terms and Conditions

1.1 We dream of a planet where less resources are wasted. Bitezar's mission is to empower communities to save more and waste less. Our tech platform helps businesses and consumers fight food waste together by saving food items that would otherwise have ended up in the trash (referred to as the “Bitezar Platform,” “App” or simply the “Platform”). With your use of the Platform you're contributing to the goal of ensuring that all resources utilized to produce food are not in vain.

1.2 To support the goal we try to keep it simple and we provide an easy concept by which we empower consumers, like you, that use our Platform, collectively “users” (in these User Terms we refer to you as “you” or “user”) to save meals from retail and food service businesses like super markets, convenience stores, pet marts, manufacturers and other businesses with surplus food (each a “Store”). Our Platform helps you find Stores and purchase surplus food items. Stores offer surplus food items by listing a variety of them on the Platform and making them available to be purchased by you.

1.3 As you use our Platform keep in mind, Bitezar does not own, control, offer or manage the contents of any Food Items made available by Stores for Purchase. Bitezar is also not a party to the sale of the food items that Stores provide to you.

2.1 These User Terms (“Terms”) are a binding legal agreement between you and Bitezar (“Bitezar”) that govern your use of the Bitezar websites and App (collectively, the “Bitezar Marketplace”). In these Terms, the words “Bitezar”, “we”, “us”, “our” refers to the Bitezar entity set out on Schedule 1 with whom you are contracting. By accessing or using any part of the Marketplace, you accept, without limitation or qualification, these Terms. If you do not agree with these Terms, you are prohibited from using any portion of the Marketplace. The registration of an Account (as defined below) requires your express acceptance of these Terms.

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

• a. What you can expect from us and our Bitezar Marketplace.
• b. What we expect from you, which establishes certain rules for using our Platform.
• c. What to expect from Stores, which covers the basics of the interaction between you and Stores on our Platform.

2.3 Understanding these Terms is important because, by using Bitezar Marketplace you're agreeing to these Terms. These Terms include all operating policies that are referred to herein (as such policies may be amended from time to time), including without limitation our Cookie Policy and our Privacy Policy that applies in your area.

By accepting these Terms, you confirm that you have read and accepted our User Terms and Conditions.

3.1 How to save food items from going to waste by using Bitezar.

Bitezar Platform (App) provide a simple method for you to save meals from the waste bin in 4 easy steps:

• a. Food Items are made available by a Store that uses Bitezar for purchase by consumers like you.


• b. A list of Stores with available Food Items will be displayed to you in the Platform. Please note that a list based on your location can only be displayed if you allow the App to use location services where the App can track your location when you use the App.


• c. You place an order of available Food Items from a Store you select in the App.


• d. You Pick-up your purchased Food Items at the relevant Store during the time period provided by the Store (see 3.5 below for Pick-up details).

3.2 User Account.

Your Bitezar user account is where you manage the details of your relationship with us and use the App to make purchases with Stores. You must register and create an account by providing us with all the information we require during account registration or any time after (“Account”) on the App. You must keep your Account information complete, accurate and updated. Any failure to provide or maintain this information may interfere with our ability to provide our services to you.

3.2.1 You should never:

• a. Select or use someone else's email with the intent to impersonate that person.
• b. Use as a username a name subject to any rights of a person other than you without appropriate authorization.
• c. Use as a username a name that is otherwise offensive, vulgar or obscene.
• d. Use another person's Account or registration information.
• e. Share your Account with others.
• f. Publish, distribute or post login information for your Account or another's.

3.3 Purchases.

You may purchase Food Items available for sale by a Store by selecting your desired Store via the App (each a “Purchase”). A list of active Stores with available Food Items can be found on the App.

The list of Stores displayed to you is based on various criteria that you can filter for example by geographical location, or other options made available in the App from time to time.

Keep in mind that:

By making a Purchase, you reserve Food Items listed by a Store. However, sometimes it might be possible that the Food Items you selected are not available due to the Store not having the quantity in stock. If this happens, the Store may cancel the sale (see 3.6 below). You will be entitled to a full refund in such case.

3.4 Purchase Confirmation.

Once we receive the Purchase Order, we will begin processing it by sending it to the relevant Store. We will notify you that the Purchase Order has been received and provide you with an order identification number (each a “Order Number”) that is redeemable for the selected Food Items at the applicable Store. It is your responsibility to ensure that the Order Number in the App can be shown to the Store and accepted upon Pick-up.

3.5 Pick-up.

You must retrieve the Food Items purchased on the App at the designated location during the time period stated on the App and in the Order Confirmation (“Last pickup by”). Upon Pick-up, you shall show your Order Number in the App to the Store, after which the Store will hand out the selected Food Items. You should always make sure that the Food Items handed out correspond to your Purchase Order. If you do not Pick-up the Purchased Food Items by the time period set out in the Order Confirmation, the Food Items may no longer be available and we will be entitled to charge you for the Purchase Price (as defined below).

3.6 Purchase cancellation.

At times Stores do not have the surplus Food Items they originally anticipated or the surplus Food Items may not be satisfactory to you. For these reasons and other, Purchases may be cancelled by you, Stores, and Bitezar.

3.6.1 Cancellation by you

In App - You may cancel a Purchase within the App at any time before the earlier of: Order status not updated as “Ready” by the Store. Once the order is “Ready”, meaning the store fulfilled your order and is ready for pick-up, you can no longer cancel it via the App.

In Store - You may cancel your Purchase in the Store for any reason any time before you Pick-up your reserved Food Items. You must communicate your decision to cancel your Purchase to us via the Refund Request link in the App.

3.6.2 Cancellation by Store

Generally Stores may cancel your Purchases until after the beginning of the agreed time of Pick-up. However, at times a Store may cancel later before the Pick-up time if needed (for example, if the Store sells out of the food items they anticipated to be surplus at the time of Pick-up). If a Store cancels, you will receive a cancellation notification via email and/or the App considering you provided the correct contact information to us and that you agreed to receive such notifications.

3.6.3 Cancellation by Bitezar

Reservations may be cancelled by us at our discretion when necessary, like in the event of a recall, dispute, or other matter we think requires that action to be taken.

4.1 Bitezar's role. As the provider of the Bitezar Marketplace we have no insights into the contents of some Food Items (for example, vegetable and fruit boxes). We do not own, control, touch, offer or manage any listings of Food items that Stores make available. We do not manufacture, sell, purchase, store, prepare, produce, process, mark, pack, deliver or handle the Food Items. We have no responsibility or liability for the contents of the Food Items (including the quality, ingredients, and allergens), for the information provided by the Stores or for the availability of information regarding the Food Items on the App. We are exclusively an intermediary and as a result we are not a party to the sale of the Food Items that Stores provide to you. If you have any questions regarding the Food Items displayed on the App you should contact the relevant Store. The Store's contact information will appear on the App.

4.2 Stores role. Upon Pick-up and prior to concluding the Purchase Confirmation, the Store is responsible for providing you with information regarding the list of ingredients, allergens and other labeling-related information that you might request. We are not responsible for any ingredient, allergy, caloric or other nutritional information provided by the Stores or otherwise found on the App nor will we assume any liability for any adverse reactions from content in the Food Items for any reason. It is yours and the Stores' responsibility to confirm whether any allergens are present in the Food Items. If you are in doubt about allergy warnings, contents of Food Items or any other information, you should confirm with the Store directly before or during Pick-up.

5.1 Price. The Food items' stated value on the App is a minimum value had the Food items not been sold as surplus food. All prices are indicated in United States Dollars (USD).
For Purchases made in the US, prices are exclusive of applicable sales tax.

5.2 Bitezar as Store's agent for collecting payments. The Purchase Price you pay is collected from you by us on behalf of the Store. Stores have granted power of attorney to Bitezar to receive payments from you on their behalf in full discharge of your payment obligation for the Food Items you select and the Stores sell to you.

5.3 Packaging and other fees. In some locations mandatory regulation requires adding a packaging fee or other fees for Food Items. If applicable, such fee(s) will be displayed in the App.

5.4 Payment process. The payment flow may vary slightly depending on the selected payment method due to internal processes at the payment provider, but the flow described below is the typical flow associated with common credit cards. Upon placing an order, the price listed on the App by the Store for the Food Items (“Sale Price”) is reserved to the payment method and completing a Purchase in the App authorizes us to pay the Sale Price using the selected payment method. If a Purchase is cancelled in accordance with section 3.6 of these Terms, the amount charged will be refunded to your selected payment method. Bitezar may amend, modify or restructure the payment procedure for its users at any time, as it deems reasonable.

5.5 Payment method. Purchases can be made by using the accepted debit and credit cards available on the App (Amex, Visa, Mastercard, Discover, etc.) or by other payment methods specified on the App by our payment service provider. If using a debit or credit card, you must provide all required information such as your card number, expiration date, security code and other details we may reasonably require. Any such information will be collected and processed by Bitezar's payment service provider, and Bitezar will not store or have future access to this information.

5.6 Refunds. At times we may refund users at our discretion to resolve issues like complaints and recalls. When we do, we may provide refunds to users for some or all of the amounts collected in connection with a Purchase or Pick-up. All refund requests must be submitted to us within 14 days of the end of the Pick-up window for the Purchase. You will not be entitled to a refund if you submit a refund request to us after 14 days following the date of the end of the Pick-up window for the Purchase.

Complaints should be submitted through the written email to bitezar support [[email protected]] before taking any other action. You must include the reason you are unsatisfied and any other information reasonably requested by us. After receiving the complaint, we will process the complaint in accordance with our internal complaint practices and when needed in cooperation with the Store. These Terms do not limit the means otherwise available to you to resolve any dispute you have with the Store under applicable law.

7.1 We can't cover everything here but we've highlighted a few areas that are an important part of your relationship with Bitezar. As you use our App keep in mind, you are always responsible for the activity that occurs on your Account, and are required to notify us immediately of any change in your eligibility to use or access the App, or any breach of security or unauthorized use of your Account.

7.2 As a condition to use the App and access your Account you are required to comply with all laws and regulations that apply to you at all times in connection with your use of Bitezar Marketplace.

7.3 Your behavior. You are expected to show respect for the Store's guests and personnel, as well as Bitezar's personnel. If you act inappropriately towards a Store, other consumers of the Store or Bitezar, or if you commit a crime against or in the Store in connection with the Bitezar Marketplace, or violate the code of conduct rules (or similar) of the Store or Bitezar or any other similar behavior, Bitezar may, ban, exclude or suspend you from the App. The intervention of Bitezar does not deprive the Store of the means and rights at its disposal to obtain possible reparations or other remedies.

7.4 Bitezar Rules of Conduct.

When using the App and accessing your Account you acknowledge that you are responsible for all of your activity in connection with the Bitezar Marketplace which includes your acknowledgment and agreement with the following:

• a. Do not use the Bitezar Marketplace for any illegal purpose or any other purpose that is prohibited by these Terms.


• b. You are the age of majority in your local jurisdiction.


• c. You will pay in full for the Food Items you Purchase through the App and Pick-up.


• d. You will only place Orders that you intend to Pick-up.


• e. You will not use the App to research Stores or the pricing of Stores.


• f. You will not engage in inappropriate behavior towards: (i) a Store including its agents or employees; (ii) another consumer of a Store; or (iii) Bitezar including its agents or employees.


• g. You're not located in a sanctioned country or on a sanctioned persons list.


• h. You acknowledge and agree that you have not created other Bitezar Accounts that have been suspended or terminated by Bitezar for violations of our terms, policies, or applicable laws or regulations.


• i. You will not use any automated systems, robots or software to extract data from the Bitezar Marketplace.


• j. You will not (nor permit any third party to) (a) take any action; nor (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Marketplace that: (i) you know is false, misleading, untruthful or inaccurate; (ii) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party; (iii) impersonates any person or entity; or (iv) includes anyone's identification documents or sensitive financial information.


• k. You will not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Bitezar Marketplace or any activities conducted on the Bitezar Marketplace; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Bitezar Marketplace (or other accounts, computer systems or networks connected to the Marketplace); (iv) run any form of auto-responder or “spam” on the Marketplace; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Bitezar Marketplace; or (vi) harvest or scrape any content from the Bitezar Marketplace.


• l. You will not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Bitezar Marketplace (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Bitezar Marketplace; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.


• m. You will abide by all applicable laws and regulations in connection with your use of the Marketplace.


• n. You will not access or use the Bitezar Marketplace if you are a direct competitor, or an agent of Bitezar's direct competitor, except with Bitezar's express prior written consent.


• o. You will not access the Bitezar Marketplace for any commercial purposes (including for the purposes of copying or reproducing any material or content on the Bitezar Marketplace, monitoring the availability, performance or functionality of the Bitezar Marketplace, or for any other benchmarking or competitive purposes).

8.1 Bitezar values your privacy and works to ensure that it's protected when using our Marketplace. When you use the Marketplace, we collect and process personal data about you. You can read more about how we collect and use personal data in our Privacy Policy (Privacy Policy).

9.1 You agree to indemnify, defend and hold harmless Bitezar and its parents, subsidiaries and affiliates, along with their directors, officers, employees and contractors from and against any and all claims, demands, liabilities, costs or expenses, including attorney's fees and costs, arising from, or related to your: (i) use of the Bitezar Marketplace; (ii) breach of these Terms; and (iii) violation of applicable law or regulation.

9.2 Bitezar shall not be liable for any losses or damages arising out of or in connection with the following: (i) acts or omissions of a Store or third party including but not limited to the contents of Food items; (ii) your use of the Bitezar Marketplace; (iii) availability of the Bitezar Marketplace or Food Items; (iv) content of sites to which the Bitezar Marketplace links; and (v) circumstances outside of Bitezar's control.

9.3 To the maximum extent permitted by law, Bitezar shall not be liable for indirect or consequential damages. To the maximum extent permitted by law, Bitezar shall not be liable for any damages exceeding the amounts Bitezar collected from you for the Food Items you purchased in the 12 months preceding the first event that gave rise to your claim.

10.1 The Bitezar Marketplace and the services we offer via the App, including all underlying technology, software, graphics, designs and all copyrights, trademarks, service marks, trade names, logo and other intellectual property or proprietary rights contained therein, are and remain our sole and exclusive property except for content owned by third parties who have authorized Bitezar to display content. Except as expressly set forth in these Terms, no license or any other right is granted to you.

10.2 By using the Bitezar Marketplace, you agree not to copy, distribute, modify, or make derivative works of any content without our prior written consent. The Bitezar Marketplace nor any part of the Bitezar Marketplace may be reproduced or stored in any other system or platform or included in any public or private electronic retrieval system or service, without Bitezar's prior written permission.

10.3 Feedback If you provide ideas or suggestions regarding the Bitezar Marketplace, advertising or promotions, merchandising of Food Items, additions to our services or changes in methods of doing business (“Feedback”) we are free to fully exploit such Feedback. You understand and acknowledge that we shall exclusively own all known or hereafter existing rights to the Feedback everywhere in the world, and that such Feedback is hereby irrevocably assigned to us. Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, and to the extent necessary for Bitezar to use the Feedback, you hereby grant Bitezar an irrevocable, perpetual, world-wide license to use the Feedback and any associated intellectual property in any manner, in any medium now known or hereafter developed, without restriction or payment to you.

11.1 We are entitled to suspend or terminate your access to the App including the deletion of your Account at any time at our reasonable discretion without any liability. Examples of scenarios where this may happen are:

• a. You materially or repeatedly breach these Terms.
• b. We're required to do so to comply with a legal requirement or a court order.
• c. We reasonably believe that your conduct causes harm or liability to us, a Store, or third party - for example, by hacking, phishing, harassing, spamming, misleading others or scraping content that doesn't belong to you.
• d. In our discretion we think you have acted in a manner that is abusive or disrespectful to a Bitezar employee, agent, partner, user, or other Bitezar customer.
• e. You're located in a sanctioned country or are on a sanctioned persons list.
• f. You create or attempt to create a new Account after suspension or termination of another Bitezar Account.

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

12.1 No Warranties. Our Marketplace is made available to you on an “as is” and “as available” basis. We disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose unless you're located in an area that by law provides you a specific right contrary to this disclaimer or does not permit us to exclude a warranty. Otherwise, we're held to only the express promises we make to you in these Terms.

12.2 Blocking your access or refusing to process a payment: We may, at any time, block your access, terminate your Account, or refuse to process a payment if we reasonably believe there's a risk - like a potential breach of a law or regulation - associated with you or a payment. We may take any of these actions without notice. Examples of where we might do this include:

• a. Transactions where we can't receive payments from you, your bank or your country.
• b. Payments from sanctioned persons or persons located in sanctioned countries.
• c. Where we reasonably believe there is a legal or regulatory issue.

12.3 Changes to these Terms. We can make changes to these Terms at any time. If we update these Terms, we will notify you via email and post them on the Bitezar Marketplace. The new Terms will not apply retrospectively to your use of our Bitezar Marketplace before the Terms changed, but the new Terms will apply to your continued use of the Bitezar Marketplace and your Account after the effective date of the new Terms. Your continued access to or use of the Bitezar Marketplace or your Account will constitute acceptance of the revised Terms. If you do not wish to continue using the Bitezar Marketplace following the changes to the Terms, you can cancel your agreement to the Terms by deleting your Account.

12.4 Third Parties. You understand and acknowledge that Bitezar does not provide, endorse, or guarantee any third-party product, service or information including products of Stores on the App. The Bitezar Marketplace may contain links to other websites not maintained by us. Other websites and apps may also reference or link to our Bitezar Marketplace. We encourage you to be aware when you leave our Bitezar Marketplace and to read the terms and conditions and privacy statements of each and every website and app that you visit. We are not responsible for the practices or content of such other websites and apps.

12.5 Severability. If any part of the Terms is deemed unlawful, void or for any reason unenforceable, the parties agree that any such provision will be modified to carry out the original intent to the fullest extent permitted by law. If modification is not possible then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions of the Terms.

12.6 Waiver; remedies. No failure or delay by Bitezar to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.7 Contracting Parties, Applicable Law and Venue. We've set out the Bitezar entity you contracted with in Schedule 1 based on your location. These Terms will be interpreted in accordance with the laws of the location you Pick-up your Food items regardless of conflict of laws rules unless laws applicable in your place of primary residence require other laws to apply. Claims must be brought in the location where you Pick-up the Food Items unless laws applicable to you require another location. Any disputes will be resolved exclusively by the dispute resolution method set out in these Terms.

12.8 Resolving Disputes. Most of your concerns can be resolved quickly and to everyone's satisfaction by contacting us. If we're unable to resolve your complaint to your satisfaction (or if we haven't been able to resolve a dispute, we have with you after attempting to do so informally), you and we agree to resolve those disputes in the ordinary courts based on the applicable law and venue set out in these Terms and all proceedings will be conducted in English.
Depending on your location, you may also seek the help of a consumer ombudsman or non-governmental organizations working on behalf of consumers.

12.9 Class Action Waiver. You agree that any claim or proceeding arising from these Terms must be brought in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding which any related rights you hereby waive unless prohibited by law.

12.10 Jury Trial Waiver.You and we acknowledge and agree that we each waive the right to a trial by jury.

12.11 Bitezar reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of us, our users and the public.

12.12 Jury Trial Waiver.You and we acknowledge and agree that we each waive the right to a trial by jury.