BY ACCEPTING THIS AGREEMENT, BY (A) CLICKING A BOX INDICATING ACCEPTANCE, (B) EXECUTING A RETAILER SIGN-UP FORM, (C) CREATING A RETAILER ACCOUNT, (D) ACCESSING THE PLATFORM AS A RETAILER AND/OR (E) USING THE CORNERSHOP SERVICES AS A RETAILER, RETAILER HEREBY ACCEPTS AND AGREES TO THE TERMS OF THIS AGREEMENT. IF RETAILER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, RETAILER MUST NOT, EITHER DIRECTLY OR INDIRECTLY, ACCESS THE PLATFORM AS A RETAILER OR USE THE CORNERSHOP SERVICES AS A RETAILER IN ANY WAY.

IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM “RETAILER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THE TERMS OF THIS AGREEMENT, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PLATFORM OR THE CORNERSHOP SERVICES AS A RETAILER.

SECTION 14 OF THESE TERMS CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT THE PARTIES HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING WITHOUT LIMITATION A MANDATORY ARBITRATION PROVISION.

1. ACCEPTANCE OF TERMS

This Agreement governs Retailer’s use, as a self-service retailer, of the Platform and the Cornershop Services. These Self-Service Retailer Terms and Conditions (the “Terms”) are hereby accepted and agreed to by Retailer and constitute a legally binding agreement between Retailer and Cornershop. These Terms may be subject to and/or incorporate the Retailer Sign-Up Form, any addenda to these Terms, the Privacy Policy, the Terms of Use and/or any other rules or policies that are or may be published on the Platform from time to time. Retailer’s use of the Platform and the Cornershop Services is subject to this Agreement, which may be modified or updated by Cornershop from time to time, effective upon posting an updated version of these Terms and/or an applicable addendum on the Cornershop website. Retailer is responsible for updating contact information and regularly reviewing these Terms and/or an applicable addendum for updates and information from Cornershop. Continued use of the Platform and the Cornershop Services as a Retailer after any such modifications or updates shall constitute Retailer’s consent to such changes. These Terms may also be modified by a separate, written agreement between Cornershop and Retailer (each, a “Written Modification”), and the terms of such Written Modification(s) shall prevail in the event of any conflict with these Terms.

By accepting these Terms, Retailer: (a) accepts this Agreement and the Platform Fee; (b) agrees to fulfill the Shopping Orders generated by Customers in accordance with this Agreement; and (c) abide by all applicable laws and regulations including, but not limited to, those related to retail activities, labor and employment rights, and consumer protection.

Retailer may not authorize third parties (other than authorized representatives of Retailer) to use its Retailer Account, and Retailer may not allow persons under 18 years of age to access or use the Platform or the Cornershop Services on behalf of Retailer

2. CERTAIN DEFINITIONS.

All capitalized terms in these Terms shall have the meaning set forth below, or as otherwise expressly set forth elsewhere in these Terms:

Agreement: These Terms and the Retailer Sign-Up Form, any addenda to these Terms, the Privacy Policy and any other rules or policies that are or may be published on the Platform from time to time.

Content: all content included on the Platform, including, but not limited to, the Cornershop name and logo and all text, images, audio files, video files, graphics, information, drawings, designs, schemes, ads,news, data, scripts, software, maps and interactive characteristics presented on the Platform (and any software and subjacent programming codes), programs or computational algorithms (in any format), programing modules, operational guidelines, or any content created, provided for or in any way generated by Cornershop or Users.

Cornershop: Delivery Technologies US, Inc. and its direct parent and fellow affiliates wholly owned by such direct parent, as well as Portier, LLC (“Portier”), a wholly owned subsidiary of Uber Technologies, Inc. (“Uber”) and affiliate of Delivery Technologies US, Inc.; provided that except as explicitly provided in the foregoing and Section 6(b) below, affiliates shall not include Uber or its affiliates (except Portier).

Cornershop Representatives: Cornershop’s directors, officers, members, stockholders, employees,agents, advisors, attorneys and representatives, and their successors and assigns.

Cornershop Services: use of the Platform, as well as other services, including marketing, payment processing, advertising and promotional services, onboarding, operational and other support services.

Customer Data: Customer data collected by Cornershop in the course of making the Platform available to Customers to place Shopping Orders.

Customers: customers of Retailer

Device: mobile telephones and smartphones, tablets, computers and any other electronic devices through which a User may access the Platform.

Food Safety Standards: all laws, rules, industry standards, and regulations governing time or temperature controls required for food safety

In-Store Retail Price: With respect to a Product, the actual price of such Product at Retailer’s location at the moment of checkout by a Shopper.

Personal Data: any information obtained in connection with this Agreement (a) relating to an identified or identifiable natural person; (b) that can reasonably be used to identify or authenticate an individual,including name, contact information, precise location information, persistent identifiers, and (c) any information that may otherwise be considered “personal data” or “personal information” under the applicable law.

Platform: website and mobile apps operated by Cornershop, including Cornershop’s and its affiliates’ proprietary platforms, through which Customers may place a Shopping Order, Retailer may fulfill requests for Products from Customers, and Shoppers may pick, checkout, and deliver Shopping Orders on behalf of Customers.

Platform Fee: the fee Retailer shall pay for each Shopping Order in consideration for use of the Platform and Cornershop Services.

Platform Price: With respect to a Product, the most recently reported in-store price of such Product by Retailer at the moment of purchase by a Customer on the Platform..

Platform User Data: data automatically logged by the Platform in connection with all User activity conducted on the Platform.

Privacy Policy: Cornershop’s Global Privacy Policy, as may be amended from time to time in accordance with its terms.

Product(s): products offered for sale by Retailer to Customers.

Retailer: the entity that has applied to offer and/or is offering Products via the Platform.

Retailer Account: the account created by Retailer that registers Retailer on the Platform, with information provided by Retailer to Cornershop, including, but not limited to, name of Retailer, administrator name, address, telephone number, username, email address and password.

Retailer Marks: Retailer’s trademarks, service marks, trade names, copyrights, logos, slogans, content, media, materials, identifying symbols and indicia.

Retailer Materials: all materials, graphics and information (e.g., Product images, Product descriptions, Product information, etc.) incorporated into the Platform (whether directly by Retailer or on behalf of Retailer by Cornershop), as well as all other photographs, videos, comments, messaging or other content generated by Retailer (or on behalf of Retailer by Cornershop), which have been incorporated into the Platform.

Sales Tax: any sales, sellers use, transaction privilege, privilege, general excise, gross receipts, and similar transaction taxes, as well as any alcohol, bottle, bag, plastic, or other similar fees.

Shoppers: independent contractors that intend to seek, receive and fulfill on-demand picking, checkout, and delivery requests for Products from Customers using the Platform.

Shopping Order: a Customer’s order for the pickup, checkout, and delivery of selected or substituted Products using the Platform, including any replacement order related to an original Customer order.

Terms of Use: Cornershop’s Terms of Use, as may be amended from time to time in accordance with its terms.

User(s): any of Retailer, Shoppers and Customers who use the Platform.

3. CORNERSHOP RESPONSIBILITIES.

(a) The Platform. Cornershop shall operate and maintain the Platform in a manner designed to enable Customers with Cornershop accounts to place Shopping Orders. Cornershop shall make available the Platform to Retailer, solely for use by Retailer at locations that are owned and operated by Retailer. For the avoidance of doubt, as between Retailer and Cornershop, Cornershop will retain sole and absolute control over the Platform (and all elements of the user experience and user interface relating to the Platform), including with respect to: (i) the personalization of the Platform for Customers; (ii) the prioritization and display of options available to Customers; (iii) the search functionality and results provided to Customers; (iv) the fees charged to Customers for the delivery services provided by the Shoppers; and (v) adding, removing or otherwise modifying any feature or functionality made available through the Platform to optimize reliability or efficiency on the Platform.

(b) Cornershop Services. Cornershop shall make available to Retailer certain proprietary technology services that facilitate the marketing, sale and fulfillment of Shopping Orders for Products from Retailer, including Cornershop Services.

(c) Other Cornershop Technology. In connection with making available its proprietary technology - the Platform and the Cornershop Services - to Retailer, Cornershop shall make available to Retailer a retailer dashboard through which Retailer shall have the ability to access analytics of anonymized Customer Data. Cornershop shall provide Retailer with a separate and additional electronic storefront on the Platform through which Retailer may sell Products to Customers (the “Virtual Storefront”). In addition, Cornershop shall make available to Customers its proprietary technology - the Platform - that enables Customers to purchase Products from Retailer and request the picking, checkout and delivery of such Products by Shoppers.

(d) (e) Support of Multiple Retailer Locations. In the event Retailer has multiple locations, the Platform will only display the closest location to the Customer, which shall be determined by geocoding all Retailer locations and the location of the Customer

4. RETAILER RESPONSIBILITIES

(a) Retailer Materials. Retailer will provide Cornershop with all Retailer Materials. In addition, solely for purposes of collecting Retailer Materials and Retailer Marks in connection with activities related to this Agreement, Cornershop shall be permitted to scrape Retailer’s website, including through the of use data mining, bots, spiders, automated tools or similar data gathering and extraction methods, directly or indirectly.

(b) Product Information. If required by Cornershop, Retailer will provide to Cornershop, on a regular basis and in any event, upon Cornershop’s request, a reasonably accurate and complete master file for each Retailer store location containing all information relevant to Retailer’s Products to be featured on the Platform with respect to such Retailer store location, including a description, the UPC/item number, sizing information, image, an indicator or flag that certain Products are Regulated Products (as defined below), alcohol by volume (if applicable), and listed In-Store Retail Price for each Product on offer (“Master File”). The Master File will also provide the details for any promotional specials that Retailer desires to be promoted under the “specials” portion of the Platform.

(c) Retailer Responsibility for Product Condition. Retailer shall be solely responsible for the quality, characteristics and safety of the Products sold through the Platform, and assumes, with no exclusion or limitation, all obligations provided for under applicable law and the terms and conditions of this Agreement, as the seller of Products to members of the public, including but not limited to, Food Safety Standards and the obligations established by then-current health and safety, consumer protection and product liability laws.

(d) Retailer Operational Matters. Retailer accepts that the operation of making the Products available for purchase by Customers on the Platform is fully Retailer’s responsibility, including, but not limited to: (i) the stocking and pricing of Products, (ii) the provision of store locations and hours of operation, including hours of operation for the processing of Shopping Orders, (iii) administration and use of the Retailer Account and (iv) every action performed through or derived from the Platform by the Retailer. In addition, Retailer is responsible for issuing the Shopper a receipt in connection with the sale of Products generated by each Shopping Order, and, if applicable, issuing Cornershop an invoice for the sale of Products generated by all Shopping Orders during a calendar week.

(e) Software and Equipment. Retailer is responsible for all software, hardware, services (such as Internet service), and equipment necessary to access and use the Platform, including all related expenses.

(f) Retailer Account. Only one Retailer Account per Retailer may be created, and such Retailer Account shall be managed by at least one individual who is registered as the administrator and who shall also be responsible for all the activities under the Retailer Account and/or user password. Cornershop has no control over the use of the Retailer Account and therefore disclaims responsibility for any issues arising out of its use. The administrator for the Retailer Account may enable other users to access the Retailer Account under his or her exclusive responsibility. Retailer may opt out of receiving SMS from Cornershop by emailing stores@cornershopapp.com. Providing a cell phone number associated with the Retailer Account, in the absence of express instructions to the contrary, constitutes Retailer’s consent for Cornershop to make use of such number for calls and SMS for the purposes of offering the Cornershop Services.

(g) Disputes with Shoppers. If a dispute arises between Retailer and a Shopper, such dispute shall be solely between Retailer and such Shopper, and Retailer agrees not to involve Cornershop in any such dispute.

(h) Retailer Acknowledgements. Retailer acknowledges and understands that Cornershop is no more than the mere facilitator, by providing access to the Platform, of the interaction between Retailer and other Users, Retailer further understands that in no case is Retailer selling Products to Cornershop, and that, should damages or infringement to Retailer’s rights occur, such damages or infringement shall be a matter directly between Retailer and the Shopper, and Cornershop shall not be involved or affected thereby in any way. In addition, Retailer acknowledges and accepts that each Shopper is an independent contractor of the Customer in providing services to the Customer relating to a Shopping Order.

5. PRICING AND PAYMENT; TAXES; INSURANCE

(a) Procedure for Shopping Orders.

(i) Sale. For any Shopping Order, the sale transaction (“Customer Transaction”) shall occur between the Customer and Retailer, via the Platform, and the operative price for each Product shall be the Platform Price. A Customer Transaction shall be completed upon Retailer’s acceptance of the Customer’s Shopping Order. Notwithstanding the foregoing, Retailer may, in its discretion, modify a Customer Transaction after completion of the order, for reasons including, but not limited to, inventory demands, the need to substitute one product with another, the need to establish a final weight for Products with weight-based prices, the exercise of its regulatory responsibilities (where applicable) as a licensed entity, or the need to establish a final quantity for Products with quantity-based prices, or quality concerns with the product purchased by the Customer. For the avoidance of doubt, In-Store Services (as defined below) occur after Retailer’s acceptance of the Shopping Order.

(ii) Payment and Payment Instructions. Retailer and Cornershop acknowledge and agree that:

1. Cornershop (or its affiliate) has entered into agreements with third parties to collect payments from Customers on Retailer’s behalf for Shopping Orders;
2. Retailer has control over the payments for all Products, including Regulated Products (as defined below), that Customers purchase from Retailer via the Platform (“Customer Payments”);
3. As an exercise of Retailer’s control over the Customer Payments, Retailer instructs Cornershop to, on Retailer’s behalf and pursuant to Retailer’s instructions, administer an account into which Customer Payments would be held once collected from Customers on Retailer’s behalf (the “Retailer FBO Account”) and an account used to service the Reconciliation Method (as defined below) (such account, the “Reconciliation Operating Account”);
4. Retailer has received the full amount of the Customer Payments upon transfer of the Customer Payments to the Retailer FBO Account and maintains full control over the Customer Payments while held in the Retailer FBO Account or in the Reconciliation Operating Account; and
5. Retailer shall determine further transfers from the Retailer FBO Account and the Reconciliation Operating Account by providing instructions to Cornershop.

(iii) Consistent with Retailer’s control over Customer Payments received by the Retailer in its Retailer FBO Account described above, Retailer provides standing and default instructions to Cornershop or its service provider (including the affiliates of either for purposes of this clause) to:

1. administer the Retailer FBO Account on Retailer’s behalf and pursuant to Retailer’s instructions;
2. process Customer Payments into the Retailer FBO Account upon Retailer’s acceptance of Shopping Orders;
3. after the Retailer FBO Account has received the full amount of the Customer Payments, for Retailer’s convenience, transfer funds to the Reconciliation Operating Account to facilitate the Reconciliation Process (as defined below); and
4. after successful completion of the Reconciliation Process (as defined below), for Retailer’s convenience, transfer:

1. to a separate account of Retailer’s choosing, the total amount of the In-Store Retail Price for the Products in each order;
2. to Cornershop, any fees or obligations owed to Cornershop; and
3. to the Shopper, any fees or obligations owed to the Shopper.

5. Regulatory requirements may require that Retailer maintain an individual account with a service provider to collect Customer Payments. In such case, Retailer will be subject to terms entered into directly with the service provider, which may be subject to change. Retailer may be required to provide, directly to Cornershop’s service provider, client information, address, license and any additional information as may be further required. Retailer grants permission to Cornershop and its service provider to set up Retailer’s account with Cornershop’s account with the service provider so as to accept payments on Cornershop’s website or mobile application.
6. Retailer retains discretion to provide alternative, substitute, or supplemental instructions to Cornershop at any time for how to further distribute Retailer’s funds. Subject to the limitations of the Agreement, to the extent required by payment card industry standards, and without limiting any of Retailer’s own obligations under the Agreement, Cornershop will maintain the security of cardholder data to the extent and while it stores, processes, or transmits such data on behalf of Retailer.

(iv) In-Store Services. Retailer authorizes Shoppers to, upon completion of a Customer Transaction, provide certain services at Retailer’s location (“In-Store Services”), including Product collection and submission of the Reconciliation Method (as defined below).

(v) In order to facilitate reconciliation and settlement between Retailer and Cornershop of fees or obligations arising under this Agreement, and for the convenience of Retailer, Retailer agrees to and authorizes the following process (the “Reconciliation Process”):

1. The Shopper shall utilize technology provided or facilitated by Cornershop, which may be third-party technology or a payment card, or may be an alternative checkout method governed by the Shopper’s agreement with Cornershop, for the purpose of reconciling the in-store checkout of Products (the “Reconciliation Method”);
2. Shopper shall submit the Reconciliation Method to Retailer at Retailer’s location; and
3. Retailer shall process the Reconciliation Method, which will (i) confirm that the Shopper has collected  the Products sold to the Customer as part of the Customer Transaction (including, if relevant, any modifications made by Retailer after the completion of the Customer Transaction, per the process described above), (ii) confirm the total amount of the in-store prices for Products in the order, as one element of establishing the appropriate consideration between the parties, and (iii) initiate the transfer of Retailer funds as described in Section 5(a)(2) above between the Reconciliation Operating Account controlled by Retailer and a further account of Retailer’s choosing.

(b) Appointment of Limited Payment Collection Agent. Retailer hereby appoints Cornershop as Retailer’s limited payment collection agent solely for the purpose of accepting payment of the Ultimate Retail Price of Products sold by Retailer via the Platform plus any applicable sales tax collected on Retailer’s behalf. Retailer agrees that Cornershop may describe or otherwise reflect the terms of this clause (b), and any related portions of this Agreement, in any terms of use, receipts, disclosures, or notices that may be deemed necessary or prudent.

(c) Payment of Platform Fees: Retailer agrees to pay Cornershop for the Platform Fee and Sales Tax related to Cornershop Services, if applicable, and Retailer may either pay these amounts from the Retailer FBO Account in accordance with its instructions under Section 5(a) of these Terms, or in response to an invoice that Cornershop shall provide to Retailer. The then-current Platform Fee shall be published on the Platform and/or the Retailer Account. Such Platform Fee shall be subject to change at any time and from time to time by Cornershop in its sole discretion; provided, however, Cornershop shall provide Retailer at least seven (7) calendar days’ notice in the event the Platform Fee is increased. Retailer agrees to pay all such invoiced amounts within ten (10) calendar days of receipt of the applicable invoice from Cornershop. Cornershop shall be permitted to use the fees paid by Retailer under this Agreement to pay the Shoppers who pick up the Products purchased by the Customer, proceed through the in-store checkout with the Reconciliation Process, and deliver such products for Shopping Orders.

(d) Fulfillment of Shopping Orders. Retailer is obligated to maintain in stock Products offered on the Platform. The rate of Products found, or “Found-Rate” for Retailer and its various locations, will be measured regularly as the ratio of the number of Products found at Retailer by Shoppers to the number of Products requested by Customers in Shopping Orders. Retailer shall at all times maintain a minimum weekly Found-Rate of at least ninety percent (90%). Failure to maintain this Found-Rate at any time shall be deemed to be a material breach of these Terms and may result, at Cornershop’s sole discretion, in the removal of Retailer from the Platform.

(e) Prices of the Products Offered on the Platform. Retailer is responsible for determining and entering the Platform Prices for the Products offered to Customers on the Platform, which, unless otherwise agreed in writing between Cornershop and Retailer, shall match the In-Store Retail Price for such Products at the applicable Retailer location. Retailer and Cornershop agree that, under this agreement, Cornershop may assist Retailer by inputting the Platform Price into the Platform. Cornershop will calculate the Platform Fee for a Shopping Order using the then-current Platform Fee listed in the applicable Retailer Sign-Up Form at the time such Shopping Order is placed. In the event of any discrepancies between the Platform Price and the In-Store Retail Price (or otherwise agreed to prices between Cornershop and Retailer, as applicable), Retailer must promptly notify Cornershop through the Platform or by emailing stores@cornershopapp.com. Failure to meet the requirements of this section may result, at the sole discretion of Cornershop, in the suspension and/or removal of Retailer from the Platform.

(f) Service Fees; Product Delivery Fees. Any additional fees paid by Customers related to the use of the Platform by Customers and/or delivery of Products shall not be the responsibility of Retailer, and may be charged by Cornershop to Shoppers or Customers, as applicable. For clarity, Retailer is not entitled to any payments based on any such service fees and/or delivery fees (or other fees, taxes, or amounts) charged by Cornershop to Shoppers or Customers.

(g) Promotional Discounts Offered by Cornershop to its Customers. Cornershop may, in its sole discretion, and subject to any regulatory requirements around promotional discounts for particular Products, offer promotional discounts on the Products. The amount of such discounts will be fully covered by Cornershop and will not be deducted from the amounts payable to Retailer pursuant to these Terms, unless Retailer agrees in writing to cover or share the cost of a specific promotional activity.

(h) Differences Between the Platform Price and In-Store Retail Price: In the event the Platform Price paid by a Customer on the Platform for Products from Retailer is greater than the In-Store Retail Price, Cornershop shall be entitled to receive such difference as an additional fee for Retailer’s use of the Platform and the Cornershop Services. In the event the Platform Price paid by a Customer on the Platform for Products from Retailer is less than the In-Store Retail Price charged to the Reconciliation Method, Retailer shall not owe Cornershop such difference provided that, such circumstance does not reduce or otherwise augment Retailer’s obligations set forth under Section 5(e) of these Terms.

(i) Taxes. Each party shall be responsible for payment of its own taxes. The Platform connects Retailer with Customers who wish to purchase Retailer’s Products. Retailer is the “merchant”, “retailer”, or “seller” of all Products made available for sale via the Platform, and neither Cornershop nor its affiliate are the seller or reseller for any Product, and have no authority under this agreement to set any price for any Product. As such, Retailer is responsible for determining and setting the Platform Price for each Product, and Retailer is ultimately responsible for the collection and remittance of all applicable Sales Taxes, where required under applicable law. For the sake of clarity, the Platform Price for each Product excludes separately stated Sales Taxes. Retailer shall promptly notify Cornershop if it believes any charges (or lack of charges) for Sales Taxes were erroneous or inaccurate. If Sales Taxes charged by Retailer are not in accordance with (or in violation of) any law or regulation, Cornershop expressly reserves the right to, upon prior notice to Retailer, remove affected Products from Retailer’s Virtual Storefront on the Platform and/or deactivate Retailer from the Platform. Certain legislation commonly known as “marketplace facilitator” laws (“Marketplace Facilitator Laws”) may require Cornershop to collect and remit Sales Taxes directly to the taxing authority. In jurisdictions with Marketplace Facilitator Laws in effect that are applicable to Cornershop due to this Agreement (each a “Marketplace Facilitator Jurisdiction” beginning the effective date of such legislation), Cornershop may determine, as of a date specified by Cornershop (“Switchover Date(s)”), the amount of applicable Sales Tax which Cornershop will collect and remit to the taxing authority based on Product descriptions and Additional Information (as defined below) provided by Retailer. For the avoidance of doubt, for each Marketplace Facilitator Jurisdiction: (i) Cornershop will continue to collect Sales Taxes on behalf of, and remit such amounts to, Retailer until the applicable Switchover Date and (ii) beginning on the applicable Switchover Date, any covered Sales Taxes will be collected by Cornershop and, if not received by Retailer via the Reconciliation Method, remitted to the applicable tax authority on Cornershop’s own account, and not on behalf of Retailer. Cornershop may, from time to time, require Retailer to provide certain additional information (“Additional Information”) pertaining to particular Products or particular sales of Products for the proper determination, calculation, collection, and remittance of Sales Taxes, or to comply with other applicable laws or regulations, as well as inquiries and data requests by state tax auditors. Additional Information may include, but is not limited to: Universal Product Codes (“UPCs”), Global Trade Item Numbers (“GTINs”), Stock Keeping Units (“SKUs”), weight, volume, quantities or intended use. Retailer is solely responsible for providing requested Additional Information to Cornershop in a timely manner. If Retailer fails to timely provide Additional Information in response to notification and request by Cornershop, Cornershop expressly reserves the right to temporarily remove affected Products from Retailer’s Virtual Storefront on the Platform until such Additional Information is received. The parties agree to cooperate in good faith in response to any tax authority inquiry, audit, controversy, and/or examination for purposes of substantiating and documenting Sales Taxes collected and remitted pursuant to sales under this Agreement.

(j) Insurance. During the term of this Agreement and for one (1) year thereafter, each party will maintain Commercial General Liability and, if required by law, Worker’s Compensation insurance. The Commercial General Liability insurance policy limits will be at least one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, death and property damage liability, and at least two million dollars ($2,000,000) in aggregate. All policies will be written by reputable insurance companies with a Best’s policyholder rating of not less than A-. Such insurance will not be canceled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon a party’s request, the other party will provide evidence of the insurance required herein. In no event will the limits of any policy be considered as limiting the liability of a party under this Agreement.

6. RETAILER MATERIAL AND RETAILER MARKS; PRODUCT PHOTOS; REPRESENTATIONS AND WARRANTIES; THIRD PARTY CONTENT

(a) License. Should the Platform permit the publication or uploading of Retailer Material by Retailer, such Retailer Material will be deemed, at all times, to be non-confidential information of the Retailer and shall not be subject to any confidentiality obligations. By publishing or uploading Retailer Material to the Platform or otherwise (whether directly by Retailer or on behalf of Retailer by Cornershop), Retailer grants Cornershop a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, modify, show and transfer the Retailer Material and use the information included in the Master File for Cornershop’s business purposes related to this Agreement.

Cornershop grants Retailer a revocable, limited, non-exclusive, non-sub-licensable, and non-transferable license to access the Retailer Material through the Platform and to publicly show and represent such Retailer Material in accordance with this Agreement.

(b) Use of Name and Retailer Marks. Subject to this Agreement, Retailer hereby grants to Cornershop (which, solely for the purposes of this clause (b), includes Uber and its affiliates), a worldwide, non-exclusive license to use the Retailer Marks on a royalty-free basis in connection with activities related to this Agreement, which, for the avoidance of doubt and without limitation, includes distributing, exhibiting and advertising on Cornershop’s and its affiliates’ websites, apps, social media channels, blogs, and/or in print or digital media. The foregoing license may be exercised on behalf of Cornershop by third parties acting on Cornershop’s behalf (e.g., distribution partners and contractors). Retailer will retain ownership of the Retailer Marks and all goodwill related to the use of the Retailer Marks will inure to the benefit of Retailer. For clarity, Cornershop shall not be required to use any of the Retailer Marks in connection with this Agreement. Except as expressly set forth herein, neither party will be deemed to grant to the other party any license or rights under any intellectual property or other proprietary rights. All rights not granted are expressly reserved.

(c) Product Photos. Cornershop (or a party designated by Cornershop acting on Cornershop’s behalf) may take still images of the Products for purposes of making them available on the Platform (“Cornershop Product Photos”). Retailer agrees that Cornershop Product Photos (including all intellectual property rights therein) are and will remain the sole and exclusive property of Cornershop. Additionally, Retailer may provide still images to Cornershop (“Retailer Product Photos”) for use in connection with the display of the Products on the Platform. Retailer hereby grants Cornershop a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use and display such Retailer Product Photos on the Platform (whether for Retailer’s Virtual Storefront or other retailers’ virtual storefronts) and otherwise in connection with activities related to this Agreement. To the extent that the Retailer Product Photos contain any third party materials, Retailer is solely responsible for and will secure any and all rights, licenses, consents and permissions necessary for Cornershop to be able to use the Retailer Product Photos in accordance with this Agreement.

(d) Retailer Representations and Warranties. Without limiting anything in this Agreement, Retailer represents and warrants that: (i) Retailer has full power and authority to enter into this Agreement and perform its obligations hereunder; (ii) Retailer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (iii) Retailer has not entered into, and during the term of this Agreement will not enter into, any agreement that would prevent Retailer from complying with or performing under this Agreement; (iv) Retailer will comply with all applicable laws and regulations in the performance of this Agreement and any activities hereunder (including all applicable consumer protection, data protection and privacy laws and all applicable Food Safety Standards); (v) Retailer is the owner or authorized licensee of the Retailer Material or Retailer has the authorization of the owner of the Retailer Material to publish and upload the Retailer Material to the Platform or otherwise; (vi) the Retailer Material is not illicit, obscene, defamatory, offensive, pornographic, odious, racist or inadequate in any way; (vii) the Retailer Material will not damage the reputation of Cornershop or any third party; and (viii) Retailer has the right and authority to provide the Retailer Material and make these representations and warranties to Cornershop, and in doing so, Retailer is acting in accordance with all applicable laws. Cornershop reserves the right, in its sole discretion, to refuse to make any Retailer Material accessible via the Platform or the Cornershop Services, and to remove any Retailer Material from the Platform without any prior warning, liability or responsibility to Retailer or any other person.

Without limiting anything in this Agreement, Retailer further represents and warrants that the Retailer Materials, Retailer Marks and Retailer Product Photos do not infringe, misappropriate, or otherwise violate any third party’s intellectual property or other proprietary rights. Retailer agrees that Cornershop or its affiliates may remove the Retailer Materials, Retailer Marks and/or Retailer Product Photos from the Platform if Cornershop receives notice or otherwise reasonably believes that such Retailer Materials, Retailer Marks and/or Retailer Product Photos may infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights.

(e) No Endorsement of Retailer Material. Cornershop does not support or endorse any kind of Retailer Material, including, but not limited to, any recommendations or advice, and Retailer releases Cornershop from any and all liability and responsibility relating in any way to Retailer Material generated by Retailer. Retailer understands and accepts that Retailer Material may contain inaccurate, harmful or offensive information, and Retailer agrees that it will at no time lodge any complaint or file any legal claim of any nature against Cornershop in relation to any Retailer Material.

(f) Third Party Content. Cornershop may provide links, in its sole discretion, to other internet sites or networks of third parties, or provide third party content, on the Platform. Such content is owned by third parties, and such links are to other sites or networks that are maintained by third parties over which Cornershop exercises no control and for which Cornershop bears no liability or responsibility. These Terms are not applicable to any third party links, websites or network as those are governed by the policies of the third party, and Cornershop suggests that Retailer reviews the applicable policies before engaging in use of any third party link, website or network. Retailer’s correspondence or any other dealings with third parties are solely between Retailer and such third parties.

7. CUSTOMER SERVICE.

Each party will handle all Customer contacts to the extent concerning customer service issues for which it is responsible under these Terms. In performing customer service, each party will always present itself and the other party as separate entities to Customer. Each party’s customer service will handle inquiries only from persons contacting such party in their capacity as a Customer. Each party will (a) generally conduct its customer service dealings hereunder in a timely, professional and courteous manner, and (b) in any event, ensure that the customer service provided (including in regard to Product fulfillment and responsiveness to Customer inquiries) is as good as that offered by such party to other customers. Except as otherwise set forth in this Agreement, neither party may offer any concessions regarding customer service issues for which the other party is responsible under this Agreement. Each party will refer Customers having issues for which the other party is responsible under this Agreement to the other party in a timely, professional and courteous manner. For purposes of this Section 7, Retailer shall refer Customers to Cornershop by emailing stores@cornershopapp.com, and Cornershop shall refer Customers to Retailer using the applicable email address or phone number provided by Retailer to Cornershop for such purpose.

8. SPECIFIC RULES ABOUT ALCOHOL, TOBACCO, CANNABIS AND VAPOR PRODUCTS

THE PLATFORM DOES NOT CURRENTLY SUPPORT THE SALE OR DELIVERY OF CERTAIN CLASSES OF PRODUCTS, INCLUDING (BUT NOT LIMITED TO) TOBACCO (INCLUDING CIGARETTES), CANNABIS (INCLUDING CANNABIS-RELATED PRODUCTS) OR VAPOR PRODUCTS (“RESTRICTED PRODUCTS”). RETAILERS ARE EXPRESSLY PROHIBITED FROM SELLING OR OFFERING FOR SALE ANY RESTRICTED PRODUCTS THROUGH THE PLATFORM, REGARDLESS OF LEGALITY IN THE JURISDICTION IN WHICH RETAILER OPERATES.

Retailer acknowledges that every Shopping Order which includes Alcohol Products or Restricted Products (but only if and to the extent supported on the Platform) (together Alcohol Products and Restricted Products, “Regulated Products”) can only be made by Customers of legal age and who are otherwise legally authorized to purchase such a Regulated Product (as defined in the applicable jurisdiction(s) in which the Shopping Order is made and delivered) (an “Eligible Individual”). For each Shopping Order that contains a Regulated Product, Retailer must inform the Shopper of the Retailer’s requirement that the Eligible Individual receiving the Regulated Product must show a Valid ID to the Shopper in order to verify the Eligible Individual’s age. In addition, Retailer must require the Shopper to show a Valid ID to Retailer personnel in order to verify that such Shopper is also of legal age (as defined in the applicable jurisdiction in which Retailer’s store is located) to purchase the Regulated Product. A “Valid ID” is an acceptable form of identification that is current, government-issued and includes a photo of the Eligible Individual and the birth date. If delivery of any Shopping Order that contains a Regulated Product cannot be made due to the failure of an individual to provide a Valid ID (whether by the Shopper or the Eligible Individual receiving the Regulated Product), the Eligible Individual receiving the Regulated Product appearing intoxicated or for any other reason whatsoever, neither Cornershop nor any Cornershop Representative shall have any responsibility or liability for such Shopping Order or the failure to deliver such Shopping Order. The definition of Products shall include Regulated Products as applicable and referenced within this Agreement.

If Retailer is eligible to offer the sale and fulfillment of alcoholic beverages in designated U.S. States (“Alcohol Products”), Retailer’s sale of Alcohol Products via the Platform shall also be subject to the Terms of Use for Alcohol Sales (United States) (the “Alcohol Addendum”). The definition of Products shall include Alcohol Products as applicable and referenced within this Agreement. If any conflict arises between these Terms and the Alcohol Addendum, the Alcohol Addendum shall govern with respect to Alcohol Products and these Terms shall govern with respect to Products.

9. PROPRIETARY TECHNOLOGY; FEEDBACK; PERSONAL DATA.

(a) Use of Platform. Cornershop shall own (and reserves all rights to) the Platform (excluding Retailer Materials, Retailers Marks and Retailer Product Photos (as defined below) incorporated into the Platform) and all data generated by the operation of the Platform, including Customer Data and Platform User Data, together with all intellectual property rights relating thereto. Retailer is authorized to use the Platform and download the material contained in it solely for the purposes of making its Products available for sale through the Platform. Retailer is hereby granted a revocable, limited, non-exclusive, non-sub licensable, and non-transferable license to use the Platform, the Cornershop Services, and the Content, subject to Retailer’s continued compliance with this Agreement, all other requirements for the Platform, and all applicable laws and regulations. Cornershop expressly reserves all rights in, to, and under the Platform, the Cornershop Services and the Content. Retailer will not have, and this Agreement does not grant to Retailer, any rights to the Platform or any related documentation except as expressly granted in this Agreement.

(b) Platform Use Restrictions. Retailer agrees not to do any of the following: (i) use the Platform or the Cornershop Services in any manner that could disable, overburden, damage or impair the Platform or the Cornershop Services or interfere with any other party’s use of the Platform or the Cornershop Services, including their ability to engage in real time activities through the Platform; (ii) use any robot, spider, other automatic device process or means, or similar data gathering, data mining, or extraction methods to access the Platform or the Content for any purpose including monitoring or copying any of the material on the Platform; (iii) attempt to gain unauthorized access to, interfere with, attack, damage or disrupt any parts of the Platform, web/internet or the server on which the Platform is hosted; (iv) attempt to interfere with the proper working of the Platform, including, but not limited to, through hacking, ransoming, or other attacks upon the services provided by and function of the Platform; (v) use the Platform, the Cornershop Services or the Consent to fraudulently misrepresent itself, impersonate another person, engage in false advertising, defraud or defame any person, engage or participate in any ponzi scheme, pyramid scheme, chain letter, unsolicited bulk or commercial emails, or collect any personally identifiable information from any User without such User’s knowledge and prior consent; (vi) create derivative works of, reverse engineer, attempt to discover any source code or underlying ideas or algorithms used in the Platform and/or to provide the Cornershop Services, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Platform, the Cornershop Services or the Content in whole or in part, in any form or by any means, be they physical, electronic or otherwise; (vii) possess or use, or allow the transfer, transmission, export, or re-export of any software or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets Control, or any other government agency; or (viii) use the Platform, the Cornershop Services or the Content in any manner that promotes and/or enables illegal or unlawful activities. Any such unauthorized use is a material breach of this Agreement, and may also violate applicable laws including, but not limited to, copyright and trademark laws, the laws of privacy and publicity, and applicable communications laws and regulations.

(c) Collection of Platform User Data. Retailer agrees and acknowledges that the Platform automatically logs Platform User Data and that Cornershop owns all right, title and interest in and to the Platform User Data.

(d) Feedback. Retailer hereby grants to Cornershop a worldwide, perpetual, irrevocable, fully paid-up, royalty-free, non-exclusive license to any suggestion, enhancement request, recommendation, correction or other feedback provided by Retailer related to the Platform or any activities related to this Agreement (“Feedback” ), including for use or incorporation into the Platform or any such activities, or to otherwise commercially exploit in any way.

(e) Ratings. Retailer acknowledges and agrees that, after receiving Products, a Customer may be prompted by the Platform to provide a rating of such Products and, at such Customer’s option, to provide comments or feedback related to the Customer’s experience with Retailer and the relevant Products on the Platform (“Customer Feedback”). Cornershop reserves the right to use, share, and display Customer Feedback in any manner in connection with the business of Cornershop without attribution to or approval of Retailer. Retailer acknowledges that Cornershop is a distributor (without any obligation to verify) and not a publisher of Customer Feedback, provided that Cornershop reserved the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other Personal Data, violate any privacy or other applicable laws, or Cornershop’s content policies.

(f) Privacy. Retailer agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of providing Products under this Agreement. Retailer will maintain the accuracy and integrity of any Personal Data provided by Cornershop and in Retailer’s possession, custody or control. Retailer agrees to retain Personal Data provided to Retailer by Cornershop solely by using the software and tools provided by Cornershop.

Without limiting any other provision of this Agreement, including any provision in this Section 9, Retailer will not merge any of the data collected or otherwise obtained in connection with this Agreement, including any Personal Data, with other data collected from any source or otherwise use any of the data collected or otherwise obtained in connection with this Agreement, including any Personal Data, for the purpose of re-identification, targeted marketing, or any other similar purpose.

(g) Errors and Inaccuracies on the Platform. Occasionally there may be Content or other information on the Platform that contains typographical errors, inaccuracies, or omissions that may relate to Product prices, promotions, descriptions or availability. Cornershop reserves the right to correct any errors, inaccuracies or omissions and to change or update information or refuse or cancel Shopping Orders if any information on the Platform is inaccurate at any time, without prior notice. Retailer may notify Cornershop of any behavior or Content that may violate this Agreement and/or applicable laws and regulations. Upon receipt of such notice, Cornershop may (but is not required to), in its sole discretion, determine if such Content shall be deleted or modified.

CORNERSHOP ASSUMES NO OBLIGATION TO ENSURE THE ACCURACY OF OR TO UPDATE THE CONTENT, THE PLATFORM OR THE CORNERSHOP SERVICES. THE CONTENT, THE PLATFORM OR THE CORNERSHOP SERVICES MAY BE CHANGED WITHOUT NOTICE TO RETAILER. CORNERSHOP IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION THAT RETAILER MAY FIND UNDESIRABLE OR OBJECTIONABLE. CORNERSHOP DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED USE OR REPRODUCTION OF ANY PORTION OF THE CONTENT, THE PLATFORM OR THE CORNERSHOP SERVICES. ACCESSING THE CONTENT, THE PLATFORM OR CORNERSHOP SERVICES FROM TERRITORIES WHERE IT MAY BE ILLEGAL IS PROHIBITED.

10. DISCLAIMERS.

THE USE OF THE PLATFORM, THE CORNERSHOP SERVICES AND THE SERVICES PROVIDED BY THE SHOPPERS, AS APPLICABLE, IS AT RETAILER’S OWN RISK AND CORNERSHOP AND THE SHOPPERS ASSUME NO LIABILITY OR RESPONSIBILITY PERTAINING TO RETAILER’S USE OF THE PLATFORM. CORNERSHOP DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR THE CORNERSHOP SERVICES WILL OPERATE ERROR-FREE, ON AN UNINTERRUPTED BASIS, OR THAT THEY ARE FREE FROM VIRUSES, MALWARE OR OTHER MALFUNCTIONING OR DANGEROUS PRODUCTS. THE PLATFORM AND CORNERSHOP SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND CORNERSHOP (ON BEHALF OF ITSELFAND SHOPPERS) DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-VIOLATION OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE OF THE PLATFORM OR CORNERSHOP SERVICES. MOREOVER, CORNERSHOP DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY RETAILER, SHOPPER, USER OR THIRD-PARTY PROVIDED CONTENT, MATERIALS, LINKS, WEBSITES, NETWORKS, PROGRAMS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE PLATFORM OR THE CORNERSHOP SERVICES, AND RETAILER AGREES THAT CORNERSHOP SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH DEALINGS BETWEEN RETAILER AND A SHOPPER OR THIRD PARTY.

CORNERSHOP ASSUMES NO RESPONSIBILITY DERIVED FROM: (A) MISTAKES, INACCURACIES, OR IMPRECISIONS IN ANY CONTENT OR RETAILER MATERIALS; OR (B) RETAILER’S REFUSAL TO SELL ANY PRODUCT.

CORNERSHOP SHALL BEAR NO RESPONSIBILITY FOR THE ACTS OR OMISSIONS OF SHOPPERS, OR OF RETAILER OR SHOPPERS, ALL OF WHOM SHALL BEAR FULL RESPONSIBILITY FOR ANY SERVICES THEY PROVIDE TO USERS.

IF RETAILER’S USE OF THE PLATFORM RESULTS IN THE NEED FOR TECHNICAL ASSISTANCE OR THE REPLACEMENT OF A DEVICE OR DATA, CORNERSHOP WILL NOT BE RESPONSIBLE ANY SUCH COSTS INCURRED BY RETAILER.

11. LIMITATION OF LIABILITY.

NEITHER CORNERSHOP NOR THE SHOPPERS SHALL BE RESPONSIBLE FOR OR BEAR ANY LIABILITY FOR ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND SUCH PARTY’S CONTROL. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CORNERSHOP OR THE SHOPPERS BE LIABLE FOR (A) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PLATFORM, THE CORNERSHOP SERVICES OR SERVICES PROVIDED BY SHOPPERS, OR FOR ANY INFORMATION, WEBSITE, NETWORK, PRODUCT, CONTENT, SERVICES OR MATERIALS AVAILABLE THROUGH THE PLATFORM OR CORNERSHOP SERVICES; (B) ANY CLAIM CORNERSHOP EXPRESSLY DISCLAIMS RESPONSIBILITY FOR IN THIS AGREEMENT; (C) ANY DIRECT OR INDIRECT DAMAGE, LOSS OF PROFIT, EMERGING DAMAGE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE, RESULTING FROM: (I) THE USE OF THE PLATFORM; (II) THE ACTS OR OMISSIONS OF RETAILER, ANY SHOPPER; (III) THE PERFORMANCE OF OR BROWSING ON THE PLATFORM AND/OR LINK THEREIN TO OTHER SITES, EVEN IF CORNERSHOP HAS BEEN INFORMED OF THE POTENTIAL FOR DAMAGES; (IV) THE QUALITY AND QUANTITY OF THE PRODUCTS OFFERED AND DELIVERED TO THE CUSTOMER; (V) THE SAFETY OF THE PURCHASED PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY FOOD SAFETY RELATED ISSUES OR THE FAILURE OF PRODUCTS TO MEET FOOD SAFETY STANDARDS; OR (VI) INCORRECT, INCOMPLETE OR ERRONEOUS INFORMATION ABOUT THE PRODUCTS; OR (D) FOR ANY DAMAGES DERIVED FROM THE USE, INTERRUPTION, SUSPENSION OR TERMINATION OF THE CORNERSHOP SERVICES, INCLUDING WITHOUT LIMITATION, DIRECT OR INDIRECT DAMAGES, LOSS OF PROFIT, EMERGENT DAMAGE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE, WHETHER SUCH INTERRUPTION, SUSPENSION OR TERMINATION IS JUSTIFIED OR NOT, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF CORNERSHOP FOR ANY REASON RELATED TO USE OF THE PLATFORM OR THE CORNERSHOP SERVICES, OR ANY OTHER REASON, SHALL NOT EXCEED THE AMOUNT PAID BY RETAILER TO CORNERSHOP FOR USE OF THE PLATFORM OR THE CORNERSHOP SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE APPLICABLE CAUSE OF ACTION FIRST AROSE.

12. INDEMNIFICATION.

Retailer agrees at all times to indemnify, defend and hold harmless Cornershop, the Cornershop Representatives, and Cornershop’s suppliers, Shoppers and other third parties engaged by or otherwise assisting Cornershop, and their respective parent companies, directors, officers, employees, agents and representatives against all actions, proceedings, costs, claims, damages, fines, sanctions, demands, liabilities and expenses (including legal and other fees and disbursements) sustained, incurred or paid by Cornershop directly or indirectly in respect of: (a) any information, profile, Retailer Materials, Retailer Marks, Retailer Product Photos or any other content Retailer provides on or through the Platform or the Cornershop Services, or which is sent to Cornershop by email or other correspondence, or which Retailer allows Cornershop to access from Retailer’s website, or any other activities Retailer engages in through the Platform or the Cornershop Services in any capacity; (b) any third party claims, including, but not limited to, claims for bodily injury, death or damage to personal property, any intellectual property infringement claims, other infringement of rights claims, or privacy or personal information claims, that relate to any information, profile, Retailer Materials, Retailer Marks, Retailer Product Photos or any other content Retailer provides on or through the Platform or the Cornershop Services, or any activity or omission relating to the Platform or the Cornershop Services by Retailer; (c) Retailer’s use, misuse or unauthorized us of the Platform or the Cornershop Services; or (d) any breach of this Agreement or any applicable law, including without limitation, the violation of any law, ordinance, administrative order, rule or regulation. Cornershop will have the right to assume the defense against any claim, appeal or procedure.

Retailer further agrees at all times to indemnify, defend and hold harmless Cornershop and the Cornershop Representatives against all actions, proceedings, costs, claims, damages, fines, sanctions, demands, liabilities and expenses (including legal and other fees and disbursements) sustained, incurred or paid by Cornershop directly or indirectly in respect of any dispute between Retailer and a Shopper.

13. TERMINATION.

Cornershop may modify the Platform or interrupt Users’ access to or use of the Platform, or may modify, suspend or interrupt Retailer’s ability to access the Platform or receive support, due to any reason, at its sole discretion, with or without notice, and with no responsibility toward Retailer or any third party. In addition, in the event Retailer breaches any provision of this Agreement, Cornershop may, for such period as it determines in its sole discretion, suspend Retailer’s ability to offer Products to Customers on the Platform and/or terminate the Retailer Account. Cornershop may implement such suspension or termination immediately upon such breach and shall promptly notify Retailer of such decision. Cornershop shall not be liable to Retailer or any other person for any cost, expense or other loss for any such suspension or termination. Without limiting the foregoing, and by way of example only, Cornershop may suspend or terminate offering Retailer’s Products to Customers through the Platform if Retailer (a) fails to comply with these Terms, (b) fails to satisfactorily fulfill any Shopping Orders, offers for sale or sells goods the sale or possession of which is illegal or controlled under applicable laws, (c) fails to comply with any other applicable laws and regulations, or (d) is involved in any suit, application, arbitration or other similar litigation proceeding that could reasonably be anticipated to adversely affect the reputation and/or proper and efficient operation of Cornershop’s business, the Platform and the Cornershop Services.

Retailer may terminate its Retailer Account and any continuing obligations under this Agreement at any time by providing ten (10) business days’ notice to Cornershop by emailing stores@cornershopapp.com; provided that Retailer shall satisfy all pending Shopping Orders prior to termination, and shall pay or otherwise discharge any Platform Fees owed to and any other agreed payments to Cornershop. Upon such a termination, all terms that survive termination shall remain applicable and in effect for Retailer, and Cornershop may delete the Retailer Account and all other information provided by Retailer. The termination of the Retailer Account, for any reason, will not cause Cornershop to owe any compensation, obligation or liability to Retailer.

14. DISPUTE RESOLUTION; ARBITRATION.

Any dispute, whether contractual or otherwise, arising out of or in connection with the Agreement or these dispute resolution procedures, including any question regarding its existence, performance, validity, or termination, will be referred to and finally resolved by arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”), which are deemed to be incorporated by reference into this Section 14. The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of the Agreement, including any claim that all or any part of the Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Agreement is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. In the event of a dispute, controversy or claim arising out of or relating in any way to the Agreement, the complaining party shall notify the other party in writing thereof. Within thirty (30) days of such notice, representatives of both parties shall attempt to resolve the dispute in good faith. Should the dispute not be resolved within thirty (30) days after such notice, the complaining party shall seek remedies exclusively through arbitration. Furthermore, the parties agree:

(a) The Arbitrator’s award will be final and binding and judgment on the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be confirmed in a court of competent jurisdiction.

(b) A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules.

(c) The seat, or legal place, of arbitration will be San Francisco, California, USA.

(d) The language to be used in the arbitral proceedings will be English.

(e) The arbitral tribunal will be composed of a sole arbitrator, which shall be nominated and appointed by JAMS in accordance with the JAMS Rules.

(f) To the extent permitted by applicable law, the parties agree to keep all materials related to the dispute, including the existence of the dispute itself, content of the arbitration, and all the submissions by the parties in the arbitration and awards rendered by the arbitral tribunal, confidential.

(g) This agreement to arbitrate will not preclude the parties from seeking provisional remedies from a court of competent jurisdiction. The parties each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

(h) Neither party may bring any class, collective, or representative action against the other party, and will preclude a party from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against the other party by someone else.

(i) Each party shall pay its own proportionate share of Arbitrator fees and expenses plus and expenses of JAMS. The Arbitrator shall be entitled to award the foregoing arbitration and administrative fees and expenses as damages in his/her discretion.

(j) Notwithstanding any choice of law or other provision in the Agreement, the parties agree and acknowledge that the Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and JAMS Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and JAMS Rules are found to not apply to any issue that arises under this Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the State of California.

15. ADDITIONAL TERMS

(a) Relationship of the Parties. Neither acceptance of this Agreement nor Retailer’s use of the Platform or the Cornershop Services creates any contractual agency relationship, association, joint company, employer-employee, joint venture, partnership, affiliate, agency or franchisor-franchisee relationship between Retailer and Cornershop.

(b) No Assignment. This Agreement is personal and cannot be delegated, assigned, transferred or sublicensed by Retailer, except with Cornershop’s prior written consent. Cornershop may assign, transfer, sublicense or delegate any of its rights and obligations without Retailer’s consent.

(c) Governing Law. Retailer acknowledges and agrees that these Terms shall be construed and enforced in accordance with the laws of the State of California, without giving effect to jurisdictional conflict of laws principles.

(d) Notice. Unless otherwise stated in these Terms, any and all notices permitted or required to be given to under this Agreement will be sent to the address listed below, or such other address as may be provided, and deemed duly given: (i) upon actual delivery, if delivery is by hand; or (ii) one (1) day after being sent by overnight courier, charges prepaid; (iii) by electronic mail to the designated recipient; or (iv) with respect to certain warnings and notifications to Retailer, as applicable, upon the earlier of (x) the moment of their publication on the Platform, or (y) the moment Retailer has been notified in accordance with this clause (d). Notices to Cornershop should be provided to Delivery Technologies US, Inc., Attn: Cornershop Legal, 1515 3rd Street, San Francisco, CA 94158. Notices to Retailer should be provided to the address provided by Retailer on the Retailer Sign-Up Form (or such other address subsequently provided to Cornershop by Retailer in accordance with this clause (d)). The parties agree that all legal documents (including complaints and subpoenas) directed to Cornershop will be served on Cornershop’s registered agent for service of process.

(e) Contacting Cornershop. If there are any questions about this Agreement, the use of the Platform, the Cornershop Services or the Retailer Account, Retailer may contact Cornershop by emailing stores@cornershopapp.com. Email messages received by Cornershop at such email address will be processed as quickly as feasible in a commercially reasonable manner.

(f) Enforcing Security on the Platform. Cornershop reserves the right to view, monitor, and record Retailer’s activity on the Platform without notice or permission from Retailer. Any information obtained by monitoring, reviewing, or recording may be provided to: (i) law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Platform; (ii) government agencies as required for any disclosures required by or under applicable law; and (iii) other third parties as required for Cornershop to comply with any court orders or subpoenas involving requests for such information.

(g) Integration. This Agreement constitutes the complete and entire agreement between Retailer and Cornershop with respect to the Platform, the Cornershop Services, the Content use and other subject matter herein, and substitute all communication and proposals, prior or contemporary, whether written, oral or electronic, between Retailer and Cornershop.

(h) Injunctive Relief. Retailer acknowledges that any breach, whether threatened or actual, of this Agreement, including, but not limited to, with respect to the unauthorized use of Cornershop’s proprietary rights or assets, will cause irreparable injury to Cornershop, such injury would not be quantifiable in monetary damages, and Cornershop would not have an adequate remedy at law. Retailer therefore agrees that Cornershop shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Retailer’s obligations under any provision of this Agreement. Accordingly, Retailer hereby waives any requirement that Cornershop post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Cornershop to enforce any provision of this Agreement.

(i) Waiver & Severability. Failure to insist on strict performance of any of the terms and conditions in this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by Cornershop of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

(j) Exclusion. Cornershop expressly excludes the UN Convention on Contracts for the International Sale of Goods, as amended, replaced or re-enacted from time to time. Retailer agrees to waive any right Retailer may have to: (i) a trial by jury; and (ii) commence or participate in any class action against Cornershop related to the Platform, the Cornershop Services, the Content, the Products, the services or products provided by any Shopper.