KiwiMe Inc
Terms & 
Conditions

Published on 02.21.21 Last
Updated: 21 May 2021 

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and KiwiMe ("Company", “we”, “us”, or “our”), concerning your access to and use of the website url website as well as any other media

form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.

In consideration of the mutual covenants contained herein, we agree to provide you services, products and access in relation to delivering order of goods from your business as made by customers through the Site.

We will provide software to you for the purpose of booking or managing deliveries or other related purposes (the "Product"). You agree to receive, prepare, process and package orders from customers, and provide this to us (each an "Order") using skill, care, diligence and quality consistent with all applicable laws and the goods contained within the Order. This includes but is not limited to ensuring that you comply with industry standards for safe food handling, including temperature maintenance and procedures to follow in case of delay of pick up by our driver. Goods prepared, processed and packaged by you must correspond

to what is stated in the Order as received by you without error, be in good and fair quality within the description of the goods and be adequately contained, packaged and labelled. The Retail Partner agrees to prepare the Order within the time indicated by the Retail Partner when booking a pickup.

You will review all customer comments included in the Order and will ensure that all Orders are prepared in accordance with such comments. This includes, but is not limited to, ensuring it takes into account any customer allergies that are disclosed if the Order contains food or drink. We do not take any responsibility or liability in connection with allergens contained in the Order.

Prior to providing the goods to our driver, you shall make reasonable efforts to verify that the Order provided to the KiwiMe Driver for pick up is the Order intended to be picked up by our driver. We reserve the right to pass on to you any and all costs, fees and penalties it incurs for failing to comply with this paragraph.

You will notify the KiwiMe Driver of delivery instructions via the Site. We take no liability for lost Orders if the KiwiMe Driver is notified that the delivery can be completed without handing the Order to the customer.

GRANT OF LICENSE, OWNERSHIP AND USE OF PRODUCTS

We will provide software to you for the purpose of booking or managing Deliveries or other related purposes (the "Product"). The Product software remains our property, or that of our licensors at all times. You are authorized to use this software during the Term (as defined below) in accordance with any end-user licence which we may give the Retail Partner notice from time to time including as set out on this agreement. You must ensure compliance with the terms of that licence by your employees and contractors. You, your employees and contractors must not reverse engineer, decompile, disassemble, crack or otherwise misuse the Product software, and you will use reasonable efforts to keep the functionality of the Product software confidential to you and your employees and contractors. We may upgrade or alter the Product at any time. You must follow any lawful instructions we give you in relation to the use of the Product. We may remotely access the Product software at any time for any lawful reason, in particular, to update the software or to perform software maintenance.

COMPLIANCE WITH LAWS

You will at all times comply with all health, safety, sanitary, goods standards and information and any other laws, regulations, permits, licenses, orders, codes and directions of any governmental authority or agency relating to your operation and the preparation, handling, processing and delivery of any goods pursuant to an Order.

You confirm and undertake that you have obtained and will obtain and maintain any consents, licences, permits, approvals or authorizations ("Consents") of any person or entity that may be required in connection with, and it is not party to and will not enter into any agreement which would be breached by, or under which any default would occur as a result of, agreeing to these Terms of Service or performing any of its terms or generally running its business. If your business, name, brand or logo is or becomes subject to any license or

franchise arrangements, you confirm that you have obtained or will obtain any required Consents from its licensors or franchisors for the use and inclusion on the Site of such business, name, brand or logo, and will fully indemnify us for any losses, damages or claims made against or incurred by us due to any failure to obtain such Consents.

Licenses referred to above also refer to the sale and delivery of alcoholic beverages. If you sell alcohol, such Consents shall include all licenses and approvals from the AGLC, and you will inform us of any restrictions or conditions of your AGLC license(s) that would need to be managed such as restrictions on the types of alcoholic products and the times at which such

alcoholic products can be made available for sale. You will notify us immediately if any Consent is revoked or suspended, lapses, or you otherwise cease to be able to rely on or benefit from any such Consent for any reason. You will also ensure that you have adequate checks in place to ensure that the Customer is the age of majority in the jurisdiction before completing the sale of any age restricted products.

You will ensure that the customer is aware that they will be required to present ID if the delivery contains age restricted products, and that the delivery will not be able to be completed if they do not produce valid photo ID matching the name on the Order. If a delivery is unable to be completed due to a failed ID check, being intoxicated or not being home the Order will be returned to you. The Retail Partner will still be charged for this Delivery along with any return fee if the delivery is required to be brought back to you.

You represent and warrant that you are compliant with all applicable privacy laws. You will at all times comply with all applicable privacy laws, including without limitation ensuring that all customer personal information is collected, used, disclosed, safeguarded, retained and maintained in accordance with the applicable privacy legislation and your Privacy Policy. You will provide customer personal information to us for the sole purpose of delivering the Order and will ensure that they have the approval of the customer to do so.

You will promptly report to us in writing any actual or reasonably likely breach of this Retail Partner Agreement, including if any of the Consents described above are revoked or suspended, or are otherwise unable to rely on or benefit from any such Consents for any reason. You will promptly provide reasonable evidence to us of compliance with the terms of the Retail Partner Agreement upon our request, including food health and safety certificates and alcohol licenses.

CUSTOMER ALCOHOL POLICY

  • You must be over 18 years of age to order and receive alcohol products. 
  • You will need to show proof of government issued identification that matches the name on the order
  • If you are noticeably intoxicated, our drivers cannot legally leave your order with you. We want everyone to enjoy their drinks responsibly, and it is our responsibility to make sure you stay safe when doing so
  • You have to be home and receive your order in person. We are unable to leave alcohol outside of your home, so please ensure that you are there to receive your order


If you are unable to meet the requirements outlined above, we cannot legally deliver the order, and you will be subject to a non-refundable $20 cancelation fee.


DAMAGED ITEMS

If you are not satisfied with the condition of the items upon delivery, we may be able to issue you a credit up to 7 days from the delivery date. We won’t ask you to return the item, however you will be required to attach photographic proof of the damaged items for our records. KiwiMe holds full discretion of issuing credits on a case by case basis. 


KiwiMe holds full disclosure of the issuing of credits for damaged or missing items, and they will be issued at our discretion. If an item is missing, you will be refunded the cost of that item. 


DELIVERY

Our slot delivery system permits you to choose what time you would like your items delivered. Customers are notified when the items are being collected and delivered. Our packaging permits these items to be left unattended for 2 hours. If you leave your items unattended longer than this, KiwiMe assumes no liability for the condition of the items once they have been delivered. 

Upon successful delivery of items, KiwiMe assumes no further liability for the condition of the items post order.


PROMOTIONAL VOUCHERS, REFERRAL PROGRAM AND KIWI CREDITS

  1. Promotional Vouchers
  1. Promotional vouchers may not be available for alcoholic products and may not be applied to taxes or other items/fees/charges as determined by us from time to time.
  2. A promotional voucher may only be used by the original recipient and may not be transferred. No promotional voucher may be copied, reproduced, distributed, or published directly or indirectly in any form or by any means for use by an entity other than the original recipient, or stored in a data retrieval system, without prior written permission. For greater clarity, promotional vouchers distributed or circulated without written approval, for example on an internet message board or on a “discounts” website, are not value for the use and may be refused or cancelled. 
  3. Promotional vouchers may not be used in conjunction with other vouchers or any other discounts or promotions provided or advertised from time to time unless otherwise stated.
  4. Promotional vouchers may not be exchanged, redeemed, or refunded for cash, and may not be transferred or assigned.
  5. Promotional vouchers may only be used once per household unless otherwise stated.
  6. KiwiMe is not liable to any customer or household for the loss or claim for the refusal, cancellation, withdrawal, or inability to use any promotional voucher for any reason.
  7. For greater certainty, we reserve the right, at any time and in our sole discretion, to add to or amend terms and conditions (including these Terms of Service) in relation to the use of Promotional vouchers or to vary or terminate the operation of any voucher at any time without notice.


  1. Referral Program
  1. You may be entitled to voluntarily participate in KiwiMe’s referral program. To participate, you will need to refer friends who have never placed an order with KiwiMe before. 
  2. The Referral Code may only be used for personal and non-commercial purposes. You may share your code with your personal connections anywhere you are the primary content owner (e.g. including things such as personal social media accounts, email, or word of mouth). In cases where you are not the primary owner of the content or website (e.g., Wikipedia, coupon websites, affiliate websites, discussion forums, etc.), distribution is not allowed. Promoting or advertising your Referral Code via search engine marketing or any other paid advertising media (e.g., Bing/Yahoo/Adwords) is not allowed. You are not allowed to misrepresent your relationship with KiwiMe or with Our Services to any third parties. You are not allowed to refer yourself or members of your household for the purposes of earning Referral Credit.
  3. KiwiMe reserves the right, at its sole discretion, to deactivate your account(s) and revoke the Referral Credits of any account holder who it finds or believes to be earning or using Referral Credits against these Terms of Service, or who is manipulating or abusing the KiwiMe’s Services or the KiwiMe Platform.
  4. For greater certainty, we reserve the right, at any time and in our sole discretion, to add to or amend these Terms of Service in relation to the use of Referral Program or to vary or terminate the operation of any credits issued pursuant to the Referral Program at any time without notice.


  1. KiwiCredits
  1. KiwiMe may grant you credits towards eligible purchases. The eligible purchases that may use credits consist of Goods, including all fees and costs on the order for those Goods which you are permitted to purchase in accordance with these Terms of Service. KiwiMe reserves the right to restrict the use of credits to comply with applicable law. Credits must be used in the currency in which they were paid or credited for.
  2. Credits can not be resold (except with written permission), transferred for value or returned for cash refund. 
  3. KiwiMe is not responsible if any credits are lost, stolen or you lose access to your customer account. 
  4. KiwiMe has the right to void any credits or close any accounts at any time and in our sole discretion. 
  5. For greater certainty, to the extent permitted by law, we reserve the right, at any time and in our sole discretion, to add to or amend terms and conditions (including these Terms of Service) in relation to the use of KiwiCredits or to remove any credits issued at any time without notice. 

INTELLECTUAL PROPERTY RIGHTS

designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights

and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

● "frame", "mirror" or otherwise incorporate the KiwiMe Platform, the KiwiMe Services or the Content or any part thereof on any commercial or non-commercial website;

● access, monitor or copy any part of the KiwiMe Platform, the KiwiMe Services or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without KiwiMe’s express written permission;

● violate any laws;

● violate the restrictions in any robot exclusion headers on the Content or the KiwiMe Platform or bypass or circumvent other measures employed to prevent or limit access to the KiwiMe Services or the KiwiMe Platform;

● remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in the KiwiMe Platform or the Content;

● modify or attempt to modify (or permit anyone else to modify or attempt to modify) the KiwiMe Platform, or any Vendor menu, including any modification for the purpose of disguising or changing any indications of the ownership or source of the KiwiMe Platform;

● forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the KiwiMe Platform or impersonate another person or organization or misrepresent their affiliation with a person or entity;

● attempt to, assist, authorise or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the KiwiMe Platform or the KiwiMe Services;

● copy, reproduce, modify, translate, distribute, transfer, sell, publish, broadcast, perform, transmit, license or circulate in any form any part of the KiwiMe Platform or the Content;

● license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the KiwiMe Platform;

● create derivative works based on the KiwiMe Platform, the KiwiMe Services or the Content, in whole or in part, or decompile, disassemble, reverse engineer or other exploit any part of the KiwiMe Platform, the KiwiMe Services or the Content;

● use of access the KiwiMe Platform in a manner that violates the rights (including, but not limited to contractual, intellectual property or proprietary rights) of any third party; or

● upload to or transmit through the KiwiMe Platform any information, images, text, data, media or other content that is offensive, harmful, tortuous, hateful, obscene, defamatory or violates any laws or is otherwise objectionable, in each case as determined by KiwiMe in its sole discretion

USER GENERATED CONTRIBUTIONS

The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you

transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use. 3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.

4. Your Contributions are not false, inaccurate, or misleading.

5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation. 6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).

7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone. 8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people. 9. Your Contributions do not violate any applicable law, regulation, or rule. 10. Your Contributions do not violate the privacy or publicity rights of any third party. 11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.

12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.

13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

YOUR BRAND

You agree to allow us to use your logo and brand on the Site for the purposes of promoting our services being available to users for your business.

CONTRIBUTION LICENSE

You and the Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

MOBILE APPLICATION LICENSE

Use License

If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of

any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

THIRD-PARTY WEBSITE AND CONTENT

The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies,

including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

ADVERTISERS

We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

PRIVACY POLICY

We care about data privacy and security. By using the Site, you agree to be bound by our Privacy Policy posted on the Site, which is incorporated into these Terms of Use. Please be advised the Site is hosted in Canada. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Canada, then through your continued use of the Site, you are transferring your data to Canada, and you agree to have your data transferred to and processed in Canada.

TERM AND TERMINATION

7.1. This Retail Partner Agreement comes into force when executed by both parties (the “Start Date”) and will continue until such time as the Retail Partner Agreement is terminated in accordance with its provisions (the “Term”).

7.2. KIWIME may at any time, terminate this Retail Partner Agreement for any reason upon giving written notice to the Retail Partner.

7.3. The Retail Partner may at any time terminate this Retail Partner Agreement for any reason upon giving 30 days written notice to KIWIME.

These Terms of Use shall remain in full force and effect while you use the Site. This agreement comes into force when you start using the Site and will continue until such time as this agreement is terminated. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

We may at any time, terminate this agreement for any reason upon giving written notice to you. You may at any time terminate this Agreement for any reason upon giving 30 days written notice to us. Upon termination, you agree to delete any Site or Product from your devices.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or

suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of

the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience

caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms shall be governed by and defined following the laws of Canada and the Province of Alberta. KiwiMe and yourself irrevocably consent that the courts of Canada, in the Province of Alberta, shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least sixty (60) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the International Commercial Arbitration Court under the European Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146) according to the Rules of this ICAC, which, as a result of referring to it, is considered as the part of this clause. The number of arbitrators shall be three (3). The seat, or legal place, of arbitration shall be Calgary, Canada. The language of the proceedings shall be English . The governing law of the contract shall be the substantive law of Canada.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A

PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by your customers or any third parties due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

KiwiMe Inc.

246 Stewart Green SW

Unit #6152

Calgary, AB T3H 3C8

Canada

Email: privacy@kiwime.io