JikoniEats K.ltd. Merchant Terms and Conditions:

BYACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCEOR (2) EXECUTING AN ORDER FORM OR ADDENDUM THAT REFERENCES THESETERMS, MERCHANT AGREES TO THE TERMS OF THIS AGREEMENT.

IFTHE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF ACOMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEYHAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESETERMS, IN WHICH CASE THE TERM "MERCHANT" SHALL REFER TOSUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THISAGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESETERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENTAND MAY NOT USE THE SERVICES.

SECTION17 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THATTHE PARTIES HAVE AGAINST EACH OTHER ARE RESOLVED. INCLUDING WITHOUTLIMITATION A MANDATORY ARBITRATION PROVISION.

1.General.

TheseJikoni Eats Merchant Terms and Conditions ("Terms") arehereby accepted and agreed to by the company identified within theJikoni Eats sign-up process ("Merchant or "You"), andconstitute a legally binding agreement by and between Merchant andJikoni Eats. Upon acceptance of these Terms, Merchant may requestaccess to the Marketplace, Non-Delivery, or Merchant Managed DeliverySales Channels (each a “Sales Channel” as described in moredetail herein) and/or product services such as Promotions Tools. Suchrequest shall indicate Merchant’s acceptance of any applicableSales Channel terms (each a “Sales Channel Addendum”) and/orterms for additional product services (a “Product Addendum”).These Terms may be subject to and/or incorporate the Jikoni EatsOrder Form (“Order Form”), and/or applicable Product or SalesChannel Addenda (these Terms and any such Order Form or any suchAddendum collectively, the “Agreement”). Merchant’s access toand use of the Jikoni Eats Services and Tools (as defined below) issubject to the Agreement and may be modified or updated by JikoniEats from time to time, effective upon posting an updated version ofthese Terms and/or an applicable Product or Sales Channel Addendum onthe Jikoni Eats website. Merchant is responsible for updating contactinformation and regularly reviewing the Terms and any applicableProduct or Sales Channel Addendum for updates and information fromJikoni Eats. Continued use of the Jikoni Eats Services after any suchmodifications or updates shall constitute Merchant’s consent tosuch changes. Capitalized terms used but not otherwise defined in theTerms shall have the respective meanings ascribed to such terms inthe applicable Order Form, Product or Sales Channel Addendum.

2.Services.

2.1Items and Services.

JikoniEats makes available certain proprietary technology services thatfacilitate the marketing, sale and fulfillment of orders for food,beverages and other products ("Items")from Merchant to Customers (as defined below), including on-demandlead generation, payment processing, marketing, advertising andpromotional services, proprietary information services, onboarding,operational and other support services.

2.2Merchant Technology.

Inconnection with the Eats Services, Jikoni Eats may also makeavailable to Merchant a website, mobile application or othertechnology interface for Merchant to access and use the EatsServices (collectively, the "JikoniTools"),which may include Jikoni Eats proprietary technology platformreferred to as Restaurant Manager, through which insights andanalytics regarding Merchant’s performance and history using theEats Services are provided, and proprietary technology platformreferred to as Restaurant Dashboard, through which Merchant may,among other things, receive, accept and fulfill requests for Itemsfrom Customers.

2.3Eats App.

JikoniEats may also make available to Customers its proprietary technologythat enables Customers to purchase Items from Merchant and requestdelivery services for said Items from Delivery People (as definedbelow), who retrieve such Items from Merchant and deliver such Itemsto such Customers ("Jikoni EatsApp").Delivery People are independent contractors, and as such, theyreserve the right to refuse to accept any Item in their solediscretion.

2.4Sales Channels.

Merchantmay request access to sell and deliver Items via various servicesprovided by Jikoni Eats: Marketplace, Non-Delivery, and MerchantManaged Delivery (each, a "SalesChannel"described in more detail below). By electing to use a Sales Channel,Merchant agrees to accept any relevant Sales Channel Addenda asfollows:

i)Marketplace: Merchant may sell Items through the "MarketplaceSales Channel," whereby Merchant’s Items are presented in theJikoni Eats App to Customers who access and request on-demanddelivery services provided by Delivery People as defined herein.

ii)Non-Delivery: Merchant may sell Items through the through the"Non-Delivery Sales Channel," whereby Merchant’s Itemsare presented on the Jikoni Eats App to Customers for pick-up atMerchant’s Location (i.e., without the use of a Delivery Person).For the avoidance of doubt, the provisions relating to DeliveryPeople in the Terms will not apply to the sale of Items through thisNon-Delivery Sales Channel.

iii)Merchant Managed Delivery: Merchant may sell Items through the"Merchant Managed Delivery Channel," whereby Merchant’sItems are presented on the Jikoni Eats App to Customers who accessand request on-demand delivery services provided by Merchant ManagedDelivery Staff (i.e., employees, contractors, workers or agents ofMerchant who provide delivery services on Merchant’s behalf,arranged independently of Jikoni Eats). Additional Merchant ManagedDelivery Sales Channel Addendum termsapply.


3.Jikoni Eats Obligations.

3.1Eats Services.

Subjectto the terms and conditions of this Agreement, Jikoni Eats will makeavailable the applicable Eats Services to Merchant, solely for use byMerchant at locations that are owned and operated by Merchant (each,a "Location").Merchant shall provide Jikoni Eats, current and accurate Locationinformation throughout the Term of this Agreement. In connection withthe provision of Eats Services to Merchant, Jikoni Eats, on behalf ofMerchant, may respond to complaints by Merchant’s customers(“Customers”)about Items sold by Merchant via the Jikoni Eats App. In addition,Jikoni Eats may make available certain Tools to Merchant, andMerchant may access and use those Tools solely in connection withMerchant’s use of the Eats Services. For the avoidance of doubt, asbetween Merchant and Jikoni Eats, Jikoni Eats K.ltd will retain soleand absolute control over the Eats App (and all elements of the userexperience and user interface relating to the Eats App), includingwith respect to: (i) the personalization of the Eats App forCustomers; (ii) the prioritization and display of options availableto Customers; (iii) the search functionality and results provided toCustomers; (iv) the order fees charged to Customers for the deliveryservices provided by Delivery People; and (v) adding, removing orotherwise modifying any feature or functionality made availablethrough the Jikoni Eats App to optimize reliability or efficiency onthe Jikoni Eats App.

3.2Technology, Not Delivery, Services.

Merchantagrees Jikoni Eats will not provide any delivery services. Rather,Jikoni Eats provides technology services that both (i) enableMerchant to connect with Customers who may purchase Items fromMerchant and (ii) enable Delivery People to seek, receive and fulfillon-demand requests for delivery services by or on behalf of Customersseeking delivery services. Delivery People perform their deliveryservices for (and are paid by) the Customers, and not Merchant."DeliveryPerson"is defined as an independent contractor that intends to seek, receiveand fulfill on-demand requests for delivery services using JikoniEats proprietary technology under license from Jikoni Eats K.ltd.

4.Merchant Obligations.

4.1Availability of Items.

Merchantwill make Items available for purchase through the Jikoni Eats App("Available Items") during its normal business hours andensure the Available Items menu is accurate. Merchant will prepare,handle and store all Items in accordance with applicable laws andregulations, including without limitation all laws, rules andregulations governing time or temperature controls required for foodsafety (“FoodSafety Standards”).Merchant will determine any quality, portion, size, ingredient orother criteria that apply to Items (“Criteria”)and Merchant is responsible for ensuring that all Items meet theapplicable Criteria. If Merchant fails to prepare Items in accordancewith Food Safety Standards or if any Item fails to meet the Criteria(each, a “SubstandardItem”),Jikoni Eats may, in its sole discretion, remove such Item from theJikoni Eats App. Items that contain (or may contain) an endangeredspecies may not be made available for purchase through, and will beremoved from, the Eats App. Merchant represents and warrants that allnutritional information for Items, including calorie count orallergen information, that is made available through the Eats App is,and at all times will remain, accurate. In addition, Merchant willensure that the contents of its menu (including any notificationsabout ingredients, nutritional information, allergen information,etc.) are accurate and comply with all applicable laws andregulations.

4.2Item Responsibility.

Merchantacknowledges and agrees that neither Jikoni Eats nor the DeliveryPerson takes title to any Item at any time. Notwithstanding, Merchantshall be responsible for any reimbursement costs related to Customerrefunds for Substandard Items or other related issues withinMerchant’s control (including any costs associated with retrievingany such Substandard Items or otherwise unsatisfactory Item(s), ifapplicable)), including by way of example, missing or incompleteItems, Items not cooked thoroughly, and Items not prepared inaccordance with Merchant’s internal standards. Jikoni Eats may, inits sole discretion, deduct reimbursement costs from the paymentremits to Merchant in accordance with this Section 4. To the extentrequired by applicable law, and only for the purpose of the expeditedprovision of Items, Items are sold to Customers under Merchant’sretail and food delivery license privileges.

4.3Gratuities.

Forthe sale of Items via the Non-Delivery and Merchant Managed DeliverySales Channels, unless otherwise selected by Merchant, Merchantagrees to allow Customers to provide gratuities through the JikoniEats App. Jikoni Eats K.ltd shall remit to Merchant the full value ofany gratuities provided by Customers. It is the sole responsibilityof the Merchant to comply with all applicable laws (including tax,gratuity, social security and employment laws where applicable)regarding the distribution of any gratuities.

5.Fees and Taxes.

5.1Fees; Calculation.

Foreach Item sold by Merchant via the Jikoni Eats App, Merchant will payJikoni Eats as follows: the Retail Price (as defined below) of allItems that Merchant sells via the Eats App (excluding any Sales Taxcollected on Merchant’s behalf) multiplied by the applicable feepercentage for the Sales Channel used to sell each such Item ("Fee").The Fee does not include any applicable taxes or other fees. JikoniEats will remit to Merchant the total Retail Price collected for allItems Merchant sells via the Eats App (including any Sales Tax andother fees collected on its behalf) less: (a) the applicable retainedFee; and (b) any refunds given to Customers (such final remittedamount being “ItemRevenue”).All Item Revenue that is duly owed to Merchant will be remittedwithin fourteen (14) business days of the sale of the Item. Subjectto the foregoing, Jikoni Eats K.ltd will typically make such paymenton a weekly basis.

Unlessotherwise agreed to by the parties, the Fee shall be calculated asfollows:

i)Marketplace Sales Channel: Jikoni Eats will charge Merchant a feepercentage of 15% for each Item sold via the Jikoni Eats App throughthe Marketplace Sales Channel;

ii)Non-Delivery Sales Channel: Jikoni Eats will charge Merchant a feepercentage of 15% for each Item sold via the Jikoni Eats App throughthe Non-Delivery Sales Channel;

iii)Merchant Managed Delivery Sales Channel: Jikoni Eats will not chargeMerchant a fee for each Item sold via the Jikoni Eats App through theMerchant Managed Delivery Sales Channel. Jikoni Eats will chargeMerchant a Fee of 15% for each Item sold via the Jikoni Eats Appthrough the Marketplace Sales Channel.

AllFees under this Agreement will be paid in Kenya Shillings. JikoniEats K.ltd will deduct the Fee from the payment collects onMerchant’s behalf, as detailed in Section 5.2 below. Jikoni Eatsreserves the right to suspend Merchant’s ability to make Itemsavailable for purchase by Customers through the Eats App ifMerchant’s account is in arrears. If you are paid for an Item, youare responsible for the Fee even if a Delivery Person is unable tocomplete the delivery of such Item. Except as may be expressly agreedin this Agreement, each party will be responsible for its expensesand costs during its performance under this Agreement.

5.2Retail Prices; Taxes; Other Fees.

Merchantis responsible for determining and setting the retail price for eachItem to be made available for sale via the Jikoni Eats App (the"RetailPrice").As the Merchant of Record, Merchant is the “retailer” or “seller”of all Items and is solely responsible for the collection andremittance of all applicable Sales Taxes and other fees. The term“SalesTax”includes any sales, sellers use, transaction privilege, privilege,general excise, gross receipts, Item taxes and similar transactiontaxes. For the sake of clarity, the Retail Price for each Itemexcludes Sales Tax or any other fees. Merchant is solely responsiblefor determining all applicable Sales Tax and other fees andidentifying and informing Jikoni Eats of the appropriate Sales Taxand other fee amount for Jikoni to charge Customers on Merchant’sbehalf for Items available on the Jikoni Eats App. Further, Merchantexpressly authorizes Jikoni Eats, at Merchant’s direction, tocollect such Sales Taxes and other fees on Merchant’s behalf.Notwithstanding the foregoing, from time to time Jikoni Eats mayrequest that Merchant review Sales Taxes and other fees provided toJikoni and certify that such Sales Taxes and other fees comply withapplicable law or regulation. If Jikoni determines that Sales Taxesand other fees determined by Merchant are not in accordance with (orin violation of) any law or regulation, Jikoni expressly reserves theright to, upon prior notice to Merchant: (a) adjust Sales Tax andother fees collected on behalf of Merchant, (b) remove affected Itemsfrom Merchant’s menu on the Jikoni Platform, and/or (c) deactivateMerchant from the Jikoni Platform. To the extent that applicableSales Tax and other fees are not determined by Merchant, Merchantexpressly authorizes Jikoni to make such determination on its behalfand Merchant hereby acknowledges and agrees that Jikoni Eats willhave no liability for the accuracy of any such determination.

5.4Pricing

Notwithstandinganything to the contrary in this Section 5, Merchant may not make anyItem available to Customers through the Jikoni Eats App at a pricethat is higher than the price that Merchant charges in-store forsimilar Items. Merchant agrees that you will not make an Itemavailable under this Agreement at a price higher than the amountMerchant is charging for similar Items through any comparableplatform for food delivery services.

6.Reporting.

JikoniEats may provide Merchant aggregate information regarding the numberof Items picked up by Delivery People and sold by Merchant toCustomers pursuant to an Agreement. Jikoni Eats will also providereasonable information regarding any refunds given to Customers,including the date of the transaction, the Item ordered, the reasonfor the refund and any other information Jikoni Eats is permitted toprovide under applicable privacy laws and terms with Customers. Tothe extent applicable, Merchant agrees that Jikoni Eats may shareMerchant’s transactional data regarding ordered meals, includingsales data, with Merchant’s parent company or Franchisor.

7.Intellectual property; Marketing and Promotional Activities.

7.1Marks.

Subjectto this Agreement, each party hereby grants to the other party (and,in the case of Jikoni Eats, to its affiliates) a limited,non-exclusive and non-transferable license during the Term to usesuch party’s respective Marks in the territory, on a royalty-freebasis, in connection with the activities related to this Agreement orany other activities relating to the Eats Services. For purposes ofthis Agreement, the term "Marks"will mean the trademarks, service marks, trade names, copyrights,logos, slogans, content, media, materials, identifying symbols andindicia of the applicable party. All uses of a party’s Marks by theother party will be in the form and format specified or approved bythe owner of such marks. Other than as specifically set forth in thisAgreement, neither party will use the other party’s Marks withoutthe prior, express, written consent of the other party (by email issufficient). For the avoidance of doubt, however, any use or displayof Merchant’s Marks by Jikoni Eats or its affiliates in connectionwith making Items available through the Eats App in the ordinarycourse of business will not require any such prior, express, writtenconsent. Merchant further agrees that any use or display of JikoniEats K.ltd Marks will conform to the current version of Jikoni EatsBrand Guidelines. All goodwill related to the use of a Jikoni EatsK.ltd Marks by the other party will inure to the benefit of the ownerof such Marks. Except as expressly set forth herein, neither partywill be deemed to grant the other party any license or rights underany intellectual property or other proprietary rights. All rights notgranted are expressly reserved. Without limiting anything in theAgreement, Merchant represents and warrants that Merchant’s Marksdo not infringe, misappropriate, or otherwise violate any thirdparty’s intellectual property or other proprietary rights. Merchantagrees that Jikoni Eats K.ltd or its affiliates may remove Merchant’sMarks from the Jikoni Eats App if Jikoni Eats or its affiliatesreceive notice or otherwise reasonably believe that such Merchant’sMarks may infringe, misappropriate, or otherwise violate anyintellectual property or other proprietary rights.

7.2No Development.

EACHPARTY ACKNOWLEDGES AND AGREES THAT THERE SHALL BE NO DEVELOPMENT OFTECHNOLOGY, CONTENT, MEDIA OR OTHER INTELLECTUAL PROPERTY BY EITHERPARTY FOR THE OTHER PARTY PURSUANT TO THIS AGREEMENT. Any developmentactivities relating to any technology, content, media or otherintellectual property must be the subject of a separate writtenagreement between Jikoni Eats K.ltd and Company prior to thecommencement of any such activities.

7.3Marketing.

JikoniEats K.ltd and its affiliates may showcase the availability ofMerchant’s Items via the Eats App through various promotionalactivities (e.g., through social media channels, websites,advertisements, or blogs). Jikoni Eats (or a party designated byJikoni Eats acting on its behalf) may take video and still images formarketing and other efforts related to the Jikoni Eats App ("EatsPhotographs").Merchant agrees that Eats Photographs (including all intellectualproperty rights therein) are and will remain the sole and exclusiveproperty of Jikoni Eats or its affiliates. Additionally, Merchant mayprovide videos, still image or other materials to Jikoni Eats or itsaffiliates (“MerchantMarketing Materials”)for use in connection with the display of Merchant’s Items on theEats App or the marketing and promotion of Jikoni Eats and theavailability of your Items via the Eats App. Merchant hereby grantsJikoni Eats and its affiliates a non-exclusive, perpetual, fullypaid-up and royalty free license to use and display such MerchantMarketing Materials in connection with Merchant’s Items and otherpromotional activities relating to the Eats Services. Withoutlimiting anything in the Agreement, Merchant represents and warrantsthat the Merchant Marketing Materials do not infringe,misappropriate, or otherwise violate any third party’s intellectualproperty or other proprietary rights. To the extent that the MerchantMarketing Materials contain any third-party materials, Merchant issolely responsible for and will secure any and all rights, licenses,consents and permissions necessary for Jikoni Eats to be able to usethe Merchant Marketing Materials in accordance with this Section.Merchant agrees that Jikoni Eats or its affiliates may removeMerchant Marketing Materials from the Eats App if Jikoni Eats or itsaffiliates receive notice or otherwise reasonably believe that suchMerchant Marketing Materials may infringe, misappropriate, orotherwise violate any intellectual property or other proprietaryrights.

7.4Promotions.

"Promotion(s)"means short-term offers that are available through the Jikoni EatsApp to stimulate Customer demand. When a Promotion is successfullyapplied to an order, Merchant authorizes Jikoni Eats to chargeCustomers for the post-Promotional value of an Item (not includingtaxes and applicable fees). Subject to Jikoni Eats App functionality,Jikoni Eats may, at its sole discretion, provide enhanced promotionalplacement or other visual treatment for a Promotion.

i)Merchant Promotion(s).

Subjectto any other guidelines or eligibility criteria for Promotions thatJikoni Eats may make available from time to time, Jikoni Eats herebyauthorizes Merchant to create Promotions that are designed andfulfilled by Merchant ("MerchantPromotion(s)").Unless otherwise specified by Jikoni Eats K.ltd, Merchant will besolely responsible for defining each Merchant Promotion (within thescope of functionality provided by Jikoni Eats through the PromotionSchedule (as defined below).

  1. Merchantmay create a Merchant Promotion by completing and providing JikoniEats with a verbal or written promotion schedule ("PromotionSchedule").If a verbal Promotion Schedule is provided to Jikoni Eats byMerchant, Merchant will have a specified time period to confirm suchPromotion Schedule prior to the Promotion being offered and suchconfirmation will constitute an agreement with Jikoni Eats under theterms of this Agreement. To request a form Promotion Schedule,Merchant should contact its customer support representative.

ii)Co-Funded Promotion(s).

Fromtime to time, Jikoni Eats may agree to fund a portion of Merchant’sPromotion (each, a "Co-FundedPromotion").For each such Co-Funded Promotion, the parties shall agree to anapplicable written Promotion Schedule setting forth: (1) adescription of the Co-Funded Promotion; (2) the obligations of eachparty in relation to such Co-Funded Promotion, including fundingobligations; and (3) any other details regarding the Co-FundedPromotion. For the sake of clarity, if Merchant is the owner ofLocation(s), such Co-Funded Promotion shall appear to the Customer asa Merchant Promotion, and Jikoni Eats shall issue an adjustment toMerchant’s payout (which shall also be reflected in any payoutdetails report) to account for the amount of the Promotion thatJikoni Eats has agreed to fund, such that the Merchant shall receivethe same amount in their Item Revenue for such order as if a JikoniEats-funded portion of the Promotion was not applied to such order.


iii)Parties’ Obligations.

Theparties’ obligations for each Promotion will include the following,but may be expanded upon in an applicable Promotion Schedule.

  1. Merchant’sObligations. Merchant will: (A) honor and fulfill the terms ofPromotions offered by Merchant (solely or jointly with Jikoni Eats)to Customers who have successfully completed their order through theJikoni Eats App; (B) be responsible for the fees associated with thePromotion up to the amount Merchant has agreed to fund for suchPromotion; and (C) upon reasonable request, supply Jikoni Eats withmarketing materials, including but not limited to, photographs,graphics, audio, video, and copy, which Jikoni Eats may opt to usein its sole discretion, without payment of any license or other feesand which do not violate the rights of any third party.Notwithstanding anything to the contrary in this Agreement, Merchantacknowledges and agrees that Merchant will not be able to terminatethe Agreement while a Promotion is live.

  2. JikoniEats Obligations. Jikoni Eats will (A) honor and fulfill the termsof Promotions offered by Jikoni Eats (solely or jointly withMerchant) to Customers who have successfully completed their orderthrough the Jikoni Eats App; (B) be responsible for the feesassociated with the Promotion up to the amount Jikoni Eats hasagreed to fund such Promotion; (C) upon reasonable request, supplyMerchant with marketing materials, including but not limited to,photographs, graphics, audio, video, and copy, which Merchant shalluse to market such Promotion, provided that a Promotion Scheduleauthorizes Merchant to market such Promotion out of the Jikoni EatsApp; and (D) use good faith efforts to provide Merchant withreasonable information regarding Promotions, which may include,without limitation, the amount Merchant spent on Promotions and thenumber of Items sold in connection with Promotions.

iv)Fee on Promotion Orders.

Notwithstandinganything to the contrary in this Agreement, if a Customersuccessfully applies a Merchant Promotion or Co-Funded Promotion toan order through the Jikoni Eats App, Fee shall be calculated basedon the total Retail Value of the order minus the Merchant-fundedportion of such Promotion applied to that order. For the sake ofillustrative purposes, if Merchant and Jikoni Eats each fund 200 kshof a 400 ksh off Promotion (so the Co-Funded Promotion is funded 50%by each party) on a 200 ksh pre-Promotion order total, the Fee shallbe calculated on the post-Promotion amount of 800ksh.



v)Out of Eats App Marketing.

Unlessotherwise specified in an applicable Promotion Schedule, Merchant maynot market or otherwise advertise a Promotion outside the Jikoni EatsApp. If a Promotion Schedule authorizes Merchant to market aPromotion out of the Jikoni Eats App, all such marketing materialswill be subject to Jikoni Eats K.ltd prior review and writtenapproval, which shall not be unreasonably withheld.

7.5Publicity.

Exceptas may be expressly set forth in this Agreement or otherwise agreedby the parties in writing, neither party may issue a press release orotherwise refer to the other party in any manner with respect to thisAgreement or otherwise, without the prior written consent of suchother party.

8.Proprietary Information; Personal Data; Feedback

8.1Definition.

"ProprietaryInformation"means any confidential, proprietary or other non-public informationdisclosed by or on behalf of one party (“Discloser”)to the other (“Recipient”),whether disclosed verbally, in writing, or by inspection of tangibleobjects, and includes transactional, operational, performance andother data or information that is related to the sale of Merchant’sItems to Customers through the Jikoni Eats App and the terms andconditions of this Agreement. Proprietary Information will notinclude information that: (i) was previously known to the Recipientwithout an obligation of confidentiality; (ii) was acquired by theRecipient without any obligation of confidentiality from a thirdparty with the right to make such disclosure; or (iii) is or becomespublicly available through no fault of the Recipient. Each Recipientagrees that it will not disclose to any third parties other thanRepresentatives, or use in any way other than as necessary to performthis Agreement, the Discloser’s Proprietary Information. EachRecipient will ensure that Proprietary Information will only be madeavailable to Recipient’s affiliates and Recipient’s andRecipient’s affiliates officers, directors, employees and agentswho have a need to know such Proprietary Information and who, priorto any disclosure of such Proprietary Information, are bound bywritten obligations of confidentiality with respect to suchProprietary Information that are no less stringent than those setforth in this Agreement (each, a “Representative”).Recipient will cause its Representatives to comply with the terms ofthis Agreement and will be solely responsible for any breach of thisAgreement by any of its Representatives. Each Recipient will not, andwill not authorize others to, remove or deface any notice ofcopyright, trademark, logo, legend, or other notices of ownershipfrom any originals or copies of the Discloser’s ProprietaryInformation. The foregoing prohibition on use and disclosure ofProprietary Information will not apply to the extent: (i) theDiscloser has authorized such use or disclosure (and Merchant herebyauthorizes Jikoni Eats and its Affiliates to disclose the terms ofthis Agreement to Merchant’s franchisees and/or franchisor asapplicable in connection with executing contracts that reference thisAgreement) and (ii) a Recipient is required to disclose certainProprietary Information of the Discloser as a matter of law or byorder of a court, provided that the Recipient gives the Discloserprior written notice of such obligation to disclose and reasonablyassist in obtaining a protective order prior to making suchdisclosure. Upon expiration or termination of this Agreement and asrequested by Discloser, each Recipient will deliver to the Discloser(or destroy at the Discloser’s election) any and all materials ordocuments containing the Discloser’s Proprietary Information,together with all copies thereof in whatever form.

8.2Privacy.

Merchantagrees to use, disclose, store, retain or otherwise process PersonalData solely for the purpose of providing Items under this Agreement.Merchant will maintain the accuracy and integrity of any PersonalData provided by Jikoni Eats and in Merchant’s possession, custodyor control. Merchant agrees to retain Personal Data provided toMerchant by Jikoni Eats solely by using the software and toolsprovided by Jikoni Eats. "PersonalData"means any information obtained in connection with this Agreement (i)relating to an identified or identifiable natural person; (ii) thatcan reasonably be used to identify or authenticate an individual,including name, contact information, precise location information,persistent identifiers, and (iii) any information that may otherwisebe considered “personaldata”or “personalinformation”under the applicable law.

8.3Passwords.

Merchantis responsible for maintaining the integrity of information relatedto Merchant’s access and use of Jikoni Eats Services, including anypassword, login or key information. Merchant represents and warrantsthat Merchant will not share such information with any third party.

8.4Data Re-Identification Restriction.

Withoutlimiting any other provision of this Agreement, including anyprovision in this Section 8, Merchant will not merge any of the datacollected or otherwise obtained in connection with this Agreement,including any Personal Data, with other data collected from anysource or otherwise use any of the data collected or otherwiseobtained in connection with this Agreement, including any PersonalData, for the purpose of re-identification, targeted marketing, orany other similar purpose.





8.5Feedback.

Merchantmay, but is not obligated to, provide or otherwise make available toJikoni Eats or its affiliates certain feedback, suggestions,comments, ideas, or other concepts relating to Jikoni Eats and itsaffiliate’s products and services ("Feedback").However, to the extent that Merchant provides or otherwise makesavailable Feedback to Jikoni Eats or its affiliates, Merchant herebygrants to Jikoni Eats and its affiliates a perpetual, irrevocable,worldwide, royalty free, fully sublicensable right to use andotherwise exploit such Feedback.

9.Ratings.

Merchantacknowledges and agrees that, after receiving Item(s), a Customer maybe prompted by the Eats App to provide a rating of such Item(s) and,at such Customer’s option, to provide comments or feedback relatedto the Customer’s experience with Merchant and the relevant Item(s)on the Jikoni Eats App ("CustomerFeedback").Jikoni Eats and its affiliates reserve the right to use, share, anddisplay Customer Feedback in any manner in connection with thebusiness of Jikoni Eats and its affiliates without attribution to orapproval of Merchant. Merchant acknowledges that Jikoni Eats and itsaffiliates are distributors (without any obligation to verify) andnot publishers of Customer Feedback, provided that Jikoni Eats andits affiliates reserve the right to edit or remove comments in theevent that such comments include obscenities or other objectionablecontent, include an individual’s name or other Personal Data,violate any privacy or other applicable laws, or Jikoni Eats or itsaffiliates’ content policies.

10.Representations and Warranties; Disclaimer.

10.1Representations and Warranties.

Eachparty hereby represents and warrants that: (i) it has full power andauthority to enter into this Agreement and perform its obligationshereunder; (ii) it is duly organized, validly existing and in goodstanding under the laws of the jurisdiction of its origin; (iii) ithas not entered into, and during the Term will not enter into, anyagreement that would prevent it from complying with or performingunder this Agreement; (iv) it will comply with all applicable lawsand regulations in the performance of this Agreement and anyactivities hereunder (including all applicable consumer protection,data protection and privacy laws and, in the case of Merchant, allapplicable Food Safety Standards); and (v) the Marks used or providedby one party to the other pursuant to this Agreement shall notinfringe or otherwise violate the intellectual property rights,rights of publicity, or other proprietary rights of any third party.In addition, Merchant further represents and warrants that to theextent Merchant has franchisees who participate in any activitiesunder this Agreement, Merchant will ensure that such franchisees willcomply with, and be subject to, the applicable provisions of thisAgreement when participating in such activities.





10.2Disclaimer.

EXCEPTAS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBYEXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITSSERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING ANY IMPLIEDWARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ANDIMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OFPERFORMANCE.

11.Indemnity.

11.1Indemnified Claims.

EachParty ("IndemnifyingParty")will indemnify, defend and hold harmless the other, its affiliatesand respective directors, officers, employees and agents (the"IndemnifiedParty")from and against any and all claims, damages, liabilities, causes ofaction, and losses (including reasonable attorney's fees)(collectively, "Losses")with respect to any third party claim arising out of or related to:(i) the negligence or willful misconduct of the Indemnifying Party orits employees or agents in their performance of this Agreement; (ii)any claims that, if true, would be a breach of any of theIndemnifying Party's representations, warranties or covenants in thisAgreement; or (iii) any claims that the Marks provided by theIndemnifying Party infringe a third party's intellectual propertyrights, to the extent the Indemnified Party used such Marks inaccordance with the manner approved by the Indemnifying Party. Inaddition, you will indemnify, defend and hold harmless the JikoniEats Indemnified Parties from and against any and all Losses withrespect to any third party claim arising out of or related to: (A)Merchant's violation or alleged violation of any applicable retailfood or other health and safety code, rule or regulation; (B)Merchant's failure to determine the applicable Sales Tax and otherfees charged, except to the extent relating to sales in MarketplaceFacilitator Jurisdictions; (C) Merchant's failure to apply correctsales tax rates, including those rates adjusted by Jikoni Eats onMerchants behalf, except to the extent relating to sales inMarketplace Facilitator Jurisdictions; (D) Merchant's failure toprovide accurate descriptions of Items in Marketplace FacilitatorJurisdictions; or (E) Sales Tax, other fees, penalties, interest andother costs related to Merchants obligations, except in the case ofeach of (A)-(E) above, to the extent such harm was directly caused bythe gross negligence or willful misconduct of Jikoni Eats or itsemployees, agents or Delivery People.

11.2Procedure.

Wewill provide you with prompt written notice of any potential claimsubject to indemnification hereunder. You will assume the defense ofthe claim through counsel you designate, however, such counsel mustbe reasonably acceptable to the Indemnified Party. You will notsettle or compromise any claim, or consent to the entry of anyjudgment, without written consent of the Indemnified Party, whichwill not be unreasonably withheld. The Indemnified Party willreasonably cooperate with the Indemnifying Party in the defense of aclaim, at Indemnifying Party’s expense.

12.Term and Termination.

ThisAgreement will commence on the Effective Date and, unless earlierterminated as provided below, will continue for a period of one (1)year from the Effective Date ("InitialTerm")and will automatically renew for successive one (1) year periods(each, a “RenewalTerm”and together with the Initial Term, the “Term”).Either party may terminate this Agreement, in whole or in part (i.e.,with respect to any Sales Channel), in the event of a material breachby the other party with two (2) days’ prior written notice thereofby the non-breaching party. Either party may terminate thisAgreement, in whole or in part (i.e., with respect to any SalesChannel), at any time without cause by giving sixty (60) days’prior written notice of termination to the other party, with theexception being that should either party attempt to terminate thisAgreement during an active Promotion period, such termination willnot take effect until such Promotion period has ended.Notwithstanding the foregoing, the termination of this Agreement willnot relieve either party of its obligations to fulfill anypromotional offer that has been redeemed by Customers in accordancewith its terms. In addition, Jikoni Eats may suspend or otherwiseterminate this Agreement on written notice in the event of a BrandMatter. A “BrandMatter”means an event involving Merchant that, in Jikoni Eats reasonablejudgment, causes it or its affiliates to have significant concern forthe reputation of its respective Marks or brand, including mattersrelated to the alleged violation of any applicable retail food orother health or safety code. All payment obligations and Sections 1,3.3, 7.1, 8-13, this last sentence of 12, 13 and 16 will survive theexpiration or termination of this Agreement.

13.Notice.

Anyand all notices permitted or required to be given hereunder will besent to the address listed below, or such other address as may beprovided, and deemed duly given: (a) upon actual delivery, ifdelivery is by hand; or (b) one (1) day after being sent by overnightcourier, charges prepaid; or (c) by electronic mail to the designatedrecipient. Notices to Jikoni Eats should be provided to Jikoni EatsK.ltd, P.O.BOX 1606-00100 Nairobi. Notices to Merchant should beprovided to the address provided by Merchant.

15.Diversity and Inclusion.

Merchantwill not, in its use of the Jikoni Eats Services under thisAgreement, discriminate against any customer, employee, contractor orother person or individual on the basis of race, color, gender,pregnancy, marital status, familial status, sexual orientation,gender identity or expression, religion, ancestry, national origin,disability, or age except that programs may target beneficialservices for specific participant groups, as agreed upon betweenJikoni Eats and Merchant. Merchant acknowledges and agrees that uponJikoni Eats receipt of evidence of Merchant’s discrimination underany of these categories, Jikoni Eats will have the right toimmediately terminate this Agreement following notice to Merchant.

16.Additional Terms.

Theterritory of this Agreement is the Kenya ("Territory"),and all payments issued under this Agreement must be in KenyaShillings. Merchant agrees to receive calls, SMS messages and othercommunications, including those made available by auto dialer, sentby or on behalf of Jikoni Eats or its affiliates. In thisAgreement, “**including”means “including,without limitation,”and examples are illustrative and not the sole examples of aparticular concept. The failure of either party to enforce, at anytime or for any period of time, the provisions hereof, or the failureof either party to exercise any option herein, will not be construedas a waiver of such provision or option and will in no way affectthat party’s right to enforce such provisions or exercise suchoption. This Agreement may not be assigned, transferred, delegated orsubcontracted, in whole or in part, by a party without the priorwritten consent of the other party, provided that each party mayassign this Agreement, upon written notice to the other party, (a) toan affiliate of such party, or (b) in connection with the sale of allor substantially all of such party’s equity, business or assets towhich this Agreement relates; provided that in the event of any suchtransfer by Merchant, Merchant explicitly consents that any suchtransferee will have access to and control of all Merchant accountsrelated to such transfer, including its accounts with Jikoni Eats,access to historical reporting information about Items related tosuch transfer, and other account data relating to such transfer. Inthe event of a change of ownership involving Merchant’sLocation(s), the parties will need to execute a Change of Ownershipform and Merchant acknowledges and agrees that the Location will notbe able to accept or process any Customer orders on the Jikoni EatsApp until the Change of Ownership is executed. Subject to theforegoing, this Agreement will be binding upon and will inure to thebenefit of each party hereto and its respective successors andassigns. Any purported assignment, transfer, delegation orsubcontract in violation of this Section will be null and void. Inthe event any provision of this Agreement is determined to be invalidor unenforceable by ruling of an arbitrator or a court of competentjurisdiction, the remainder of this Agreement (and each of theremaining terms and conditions contained herein) will remain in fullforce and effect. Any delay in or failure by either party in theperformance of this Agreement will be excused if and to the extentsuch delay or failure is caused by occurrences beyond the control ofthe affected party including decrees or restraints of Government,acts of God, strikes, work stoppage or other labor disturbances, waror sabotage (each being a “ForceMajeure Event**”).The affected party will promptly notify the other party upon becomingaware that any Force Majeure has occurred or is likely to occur andwill use commercially reasonable efforts to minimize any resultingdelay in or interference with the performance of its obligationsunder this Agreement. Nothing in this Agreement will be deemed tocreate any joint venture, joint enterprise, or agency relationshipamong the parties (except as otherwise expressly set forth above),and no party will have the right to enter into contracts on behalfof, to legally bind, to incur debt on behalf of, or to otherwiseincur any liability or obligation on behalf of, the other partyhereto, in the absence of a separate writing, executed by anauthorized representative of the other party. Each party will besolely responsible for its employees and contractors used inconnection with such party’s performance obligations under thisAgreement. This Agreement contains the full and completeunderstanding and agreement between the parties relating to thesubject matter hereof and supersedes all prior and contemporaryunderstandings and agreements, whether oral or written, relating suchsubject matter hereof. This Agreement may be executed in one or morecounterparts and by exchange of electronically signed counterpartstransmitted by pdf format, each of which will be deemed an originaland all of which, when taken together, will constitute one and thesame original instrument.


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